EXHIBIT 3.31
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 09/18/2002
020583477 - 2341629
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
BEHAVIORAL HEALTHCARE CORPORATION
(A DELAWARE CORPORATION)
Behavioral Healthcare Corporation, a corporation organized and existing
under The laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:
1. The name of the corporation is BEHAVIORAL HEALTHCARE
CORPORATION. The date of filing of its original Certificate of Incorporation
with the Secretary of State of Delaware was June 24, 1993. The Certificate of
Incorporation was previously amended and restated by means of an Amended and
Restated Certificate of Incorporation filed with the Secretary of State of
Delaware on December 28, 1993 and by means of an Amended and Restated
Certificate of Incorporation filed with the Secretary of State of Delaware on
May 31, 1995. The Certificate of Incorporation was again amended and restated by
means of a Restated Certificate of Incorporation filed with the Secretary of
State of Delaware on November 26, 1996.
2. This Amended and Restated Certificate of Incorporation
restates and further amends the Certificate of Incorporation of the Corporation
as heretofore amended.
3. The text of the original Certificate of Incorporation, as
previously amended, is hereby amended to read as herein set forth in full.
4. The name of the corporation is BEHAVIORAL HEALTHCARE
CORPORATION (the "Corporation").
5. The purpose for which the corporation is being formed is to
engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of Delaware.
6. The address of the registered office of the Corporation in the
state of Delaware is Corporation Service Company, 2711 Centerville Road, Suite
400, Wilmington, Delaware 19808, in the County of New Castle.
7. The Corporation is for profit.
8. Simultaneously with the effective date of this Amended and
Restated Certificate of Incorporation (the "Effective Date") all issued and
outstanding shares of Common Stock ("Old Common Stock") shall automatically,
without further action on the part of the Corporation or any holder of Old
Common Stock, be and hereby are automatically combined and reclassified (the
"Reverse Split") as follows: each 34,445 shares of Old Common Stock shall be
combined and reclassified as one share of issued and outstanding Common Stock
("New Common Stock"). The Corporation shall not issue fractional shares on
account of the Reverse Split. Instead, the
Corporation will redeem any fractional shares which results from the Reverse
Split at a price per shares equal to $3.43.
Each holder of a certificate or certificates which immediately
prior to the Effective Date represented outstanding shares of Old Common Stock
shall be entitled to receive upon surrender of such Old Common Stock
certificates to the Corporation for cancellation, a certificate or certificates
representing the number of whole shares of New Common Stock into which such
former shares of Old Common Stock formerly represented by such old certificates
so surrendered, are reclassified under the terms hereof. From and after the
Effective Date, certificates representing shares of Old Common Stock are hereby
canceled and shall represent only the right of holders thereof to receive New
Common Stock.
The total number of shares of all classes of capital stock
which the Corporation shall have authority to issue is 1,000 shares, all of
which shares, no par value per share, are to be Common Stock.
9. After the Effective Date, the maximum number of shares which
the Corporation shall have the authority to issue is one thousand (1,000) shares
of New Common Stock, without par value, which shares may be issued from time to
time and (1) may have such voting powers, full or limited, or no voting powers;
(2) may be subject to redemption at such time or times and at such price or
prices; (3) may be entitled to receive dividends (which may be cumulative or
noncumulative) at such rate, or such conditions, and at such times; (4) entitled
to such rights upon the dissolution of, or upon any distribution of the assets
of, the Corporation; (5) may be made convertible into, or exchangeable for,
shares of any other class or classes or of any series thereof of the
Corporation, at such price or prices or at such rates of exchange, and with such
adjustments; and (6) shall have such other relative, participating, option or
other special rights, qualifications, limitations or restrictions thereof; all
as shall hereafter be stated and expressed in the resolution or resolutions
providing for the issuance of New Common Stock from time to time adopted by the
Board of Directors pursuant to authority to do so which is hereby vested in the
Board.
10. A director of the Corporation shall not be personally liable
to the Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, and (iii) under Section 174 of the General Corporation
Law of Delaware. If the General Corporation Law of Delaware is amended to
authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extend permitted by the General
Corporation Law of Delaware, as so amended. Any repeal or modification of the
foregoing by the shareholders shall not adversely affect any right or protection
of a director of the Corporation existing at the time of such repeal or
modification.
11. The Corporation shall indemnify, and upon request shall
advance expenses to, in the manner and to the full extent permitted by law, any
officer or director (or the estate of any such person) who was or is a party to,
or is threatened to be made a party to, any threatened,
pending or complete action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise, by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, partner, trustee or
employee of another corporation, partnership, joint venture, trust or other
enterprise (an "indemnitee). The Corporation may, to the full extent permitted
by law, purchase and maintain insurance on behalf of any such person against any
liability which may be asserted against him or her. To the full extent permitted
by law, the indemnification and advances provided for herein shall include
expenses (including attorneys' fees), judgments, fines and amount paid in
settlement. The indemnification provided herein shall not be deemed to limit the
right of the Corporation to indemnify any other person for any such expenses
(including attorneys' fees), judgments, fines and amounts paid is settlement to
the full extent permitted by law, nor shall it be deemed exclusive of any other
rights to which any person seeking indemnification from the Corporation may be
entitled under any agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. Notwithstanding the foregoing, the
Corporation shall not indemnify any such indemnitee (1) in any proceeding by the
Corporation against such indemnitee; (2) in the event the board of directors
determines that indemnification is not available under the circumstances because
the officer or director has not met the standard of conduct set for the in the
General Corporation Law of Delaware; or (3) if a judgment or other final
adjudication adverse to the indemnitee establishes his liability (i) for any
breach of the duty of loyalty to the Corporation or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, or (iii) under Section 174 of the General
Corporation Law of Delaware.
12. This Amended and Restated Certificate of Incorporation was
duly adopted by written consent of the Board of Directors on September 16, 2002
and by the written consent of the sole shareholder of the Corporation in
accordance with the applicable provisions of Sections 141, 228, 242 and 245 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has executed this Amended and
Restated Certificate of Incorporation this 16th day of September, 2002.
BEHAVIORAL HEALTHCARE CORPORATION
/s/ Stephen C. Petrovich
By: -----------------------------------------
Stephen C. Petrovich
Senior Vice President and General Counsel