EXHIBIT 3.29
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/01/2001
010254551 - 3398905
CERTIFICATE OF INCORPORATION
OF
ARDENT HEALTH SERVICES. INC.
FIRST: The name of the Corporation is
ARDENT HEALTH SERVICES, INC.
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,
Wilmington Delaware 19808, County of New Castle. The name of the Corporation's
registered agent at agent address is Corporation Service Company.
THIRD: The purposes for which the Corporation is formed are
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
FOURTH: The Corporation shall have authority to issue 1,000
shares of Common Stock, $.01 par value.
FIFTH: The name and mailing address of the sole incorporator
of the Corporation are as follows:
Michael B. Pereira
45 Rockefeller Plaza
New York, N.Y. 10111
SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the Board of Directors of the
Corporation is expressly authorized and empowered to make, alter or repeal the
Bylaws of the Corporation, subject to the power of the stockholdors of the
Corporation to alter or repeal any Bylaw made by the Board of Directors.
SEVENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provisions contained in
this Certificate of Incorporation; and other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed by law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of Incorporation in
its present form or as hereafter amended are granted subject to the right
reserved in this Article.
EIGHTH: (a) The Corporation shall, to the fullest extent
permitted by Section 145 of the Delaware General Corporation Law, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said section from and against any and all of the
expenses, liabilities and other matters referred to in or covered by said
section, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
(b) No person shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that the foregoing shall not eliminate or
limit the liability of a director (i) for any breach of the director's duly of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived an improper
personal benefit. If the General Corporation Law of the State of Delaware is
subsequently amended to further eliminate or limit the liability of a director,
then a director of the Corporation, in addition to the circumstances in which a
director is not personally liable as set forth in the preceding sentence, shall
not be liable to the fullest extent permitted by
2
the amended General Corporation Law of the State of Delaware. For purposes of
this Article EIGHTH, "fiduciary duty as a director" shall include any fiduciary
duty arising out of serving at the Corporation's request as a director of
another corporation, partnership, joint venture or other enterprise, and
"personal liability to the Corporation or its stockholder" shall include any
liability to such other corporation, partnership, joint venture, trust or other
enterprise, and any liability to the Corporation in its capacity as a security
holder, joint venturer, partner, beneficiary, creditor or investor of or in any
such other corporation, partnership, joint venture, trust or other enterprise.
3
IN WITNESS WHEREOF, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, does make this Certificate,
hereby declaring, certifying and acknowledging under penalties of perjury that
the facts herein stated are true and that this Certificate is his act and deed,
and accordingly has hereunto set his hand, this 1st day of June 2001,
/s/ Michael B. Pereira
----------------------
Michael B. Pereira
Incorporator
4
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/12/2001
010281518 - 3398905
CERTIFICATE OF AMENDMENT OF CERTIFICATE
OF INCORPORATION BEFORE PAYMENT OF
ANY PART OF THE CAPITAL OF
ARDENT HEALTH SERVICES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the
"Corporation") is Ardent Medical Services, Inc. The Corporation was originally
incorporated under the name Ardent Health Services, Inc., and the original
Certificate of Incorporation of the Corporation was filed with the Secretary of
State of Delaware on June 1,2000.
2. The Corporation has not received any payment for any
of its stock.
3. The certificate of incorporation of the Corporation
is hereby amended by striking out the FIRST Article thereof and by substituting
in lieu of said Article the following new article:
"First: The name of the Corporation is
ARDENT MEDICAL SERVICES, INC.
4. The amendment of the certificate of incorporation
of the Corporation herein certified was duly adopted, pursuant to the provisions
of Section 241 of the General Corporation Law of the State of Delaware, by the
sole incorporator, no directors having been named in the certificate of
incorporation and no directors having been elected.
Signed on June 12,2001
By: /s/ Michael B. Pereira
----------------------
Michael B. Pereira
Sole Incorporator