EXHIBIT 3.39
CHARTER
OF
BHC COLUMBUS KOALA HOSPITAL, INC.
The undersigned person, having capacity to contract and acting as the
incorporator of a corporation under Section 48-12-101 of the Tennessee Business
Corporation Act (the "Act"), adopts the following charter for such corporation:
1. Name. The name of the corporation is BHC Columbus Koala
Hospital, Inc. (the "Corporation").
2. Registered Office and Registered Agent. The address of the
registered office of the Corporation in Tennessee is 102 Woodmont Boulevard,
Suite 500, Nashville, Tennessee 37205. The Corporation's registered agent at the
registered office is Michael E. Davis.
3. Incorporator. The name and address of the sole incorporator of
the Corporation is William F. Carpenter III, 511 Union Street, Suite 2100,
Nashville, Tennessee 37219.
4. Principal Office. The address of the principal office of the
Corporation is 102 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205.
5. Corporation for Profit. The Corporation is for profit.
6. Authorized Shares. The Corporation shall have authority,
acting by its board of directors, to issue not more than one thousand (1,000)
shares of common stock, each share without par value ("Common Stock"). All
shares of Common Stock shall be one and the same class and when issued shall
have equal rights of participation in dividends and assets of the Corporation
and shall be non-assessable. Each outstanding share of Common Stock shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
7. Limitation on Directors' Liability.
(a) 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 for (i) any breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or (iii) unlawful distributions under Section 48-18-304 of the Act, as
amended from time to time.
(b) If the Act 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 extent permitted by the Act, 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.
8. Indemnification.
(a) 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 completed 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 amounts 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 in settlement to
the full extent permitted by law, 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; or (2) if a judgment or
other final adjudication adverse to the indemnitee establishes his liability for
(i) any breach of the duty of loyalty to the Corporation or its shareholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, or (iii) unlawful distributions under Section
48-18-304 of the Act.
(b) The rights to indemnification and advancement of expenses set forth
in paragraph 8(a) above are intended to be greater than those which are
otherwise provided for in the Act, are contractual between the Corporation and
the person being indemnified, his heirs, executors and administrators, and, with
respect to paragraph 8(a), are mandatory, notwithstanding a person's failure to
meet the standard of conduct required for permissive indemnification under the
Act, as amended from time to time. The rights to indemnification and advancement
of expenses set forth in paragraph 8 (a) above are nonexclusive of other similar
rights which may be granted by law, this Charter, the bylaws, a resolution of
the board of directors or shareholders of the Corporation, or an agreement with
the Corporation, which means of indemnification and advancement of expenses are
hereby specifically authorized.
(c) Any repeal or modification of the provisions of this paragraph 8,
either directly or by the adoption of an inconsistent provision of this Charter,
shall not adversely affect any right or protection set forth herein existing in
favor of a particular individual at the time of such repeal or modification. In
addition, if an amendment to the Act limits or restricts in any way the
indemnification rights permitted by law as of the date hereof, such amendment
shall
apply only to the extent mandated by law and only to activities of persons
subject to indemnification under this paragraph 8 which occur subsequent to the
effective date of such amendment.
9. Express Powers of Board of Directors. In furtherance of and
not in limitation of the powers conferred by statute, the Corporation is
expressly authorized, acting upon the authority of the board of directors and
without the approval of the shareholders, to:
(a) Issue shares of any class or series as a share dividend in respect
of shares of the same class or series or any other class or series;
(b) Fix or change the number of directors, including an increase or
decrease in the number of directors;
(c) Determine, establish or modify, in whole or in part, the
preferences, limitations and relative rights of (i) any class of shares before
the issuance of any shares of that class, or (ii) one or more series within a
class before the issuance of any shares of that series. The board of directors
is further authorized to amend this Charter, without shareholder action, to set
forth such preferences, limitations and relative rights; and
(d) Determine, in accordance with law, the method by which vacancies
occurring on the board of directors are to be filled.
10. Removal of Directors for Cause. Directors may be removed for
cause by a vote of a majority of the entire board of directors.
11. Consideration of Non-Shareholder Constituencies. In
considering whether or not to approve, or to recommend that the shareholders
approve, any proposed merger, exchange, tender offer or significant disposition
of assets or to oppose such proposal, the board of directors may consider the
effect of such proposed merger, exchange, tender offer or significant
disposition of assets on the Corporation's employees, customers, suppliers and
the communities in which the Corporation and its subsidiaries operate or are
located.
/s/ William F. Carpenter III
-------------------------------------
William F. Carpenter III
Incorporator
Dated: December 12, 1996
3
ARTICLES OF AMENDMENT TO THE CHARTER
OF
BHC COLUMBUS KOALA HOSPITAL, INC.
To the Secretary of State of the State of Tennessee:
Pursuant to the provisions of Section 48-20-101 et seq. of the
Tennessee Code Annotated, the undersigned corporation adopts the following
Articles of Amendment to its Charter.
ARTICLE I
The name of the corporation is BHC Columbus Koala Hospital, Inc. (the
"Corporation").
ARTICLE II
1. The following amendment to the Charter of BHC Columbus Koala
Hospital, Inc. changes the name of the Corporation to BHC Columbus Hospital,
Inc.
2. Article I of the Charter is deleted in its entirety and the
following is inserted in lieu thereof:
ARTICLE I
The name of the corporation is BHC Columbus Hospital, Inc. (the
"Corporation").
The amendment was duly adopted by unanimous consent of Behavioral
Healthcare Corporation, the sole shareholder of the Corporation, and the Board
of Directors on August 12, 1997.
Dated this 12 day of August, 1997.
BHC COLUMBUS KOALA HOSPITAL, INC.
By: /s/ [ILLEGIBLE]
------------------------
Title: Vice President