EXHIBIT 3.3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 03:00 PM 12/27/2002
020801343 - 3608474
CERTIFICATE OF INCORPORATION
OF
ARDENT HEALTH SERVICES, INC.
ARTICLE I
NAME
The name of the corporation is Ardent Health Services, Inc. (the "Corporation").
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of
Delaware is 2711 [ILLEGIBLE] Road, Suite 400, Wilmington, New Castle County,
Delaware 19808. The name of the registered agent of the Corporation in the State
of Delaware at the registered office is the Corporation Service Company.
ARTICLE III
PURPOSES
The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any and all lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware as now or hereinafter in force. The Corporation shall possess and
exercise all of the powers and privileges granted by the General Corporation Law
of the State of Delaware, by any other law or by this Certificate, together with
all such powers and privileges incidental thereto as .may be necessary or
convenient to the conduct, promotion or attainment of the purposes of the
Corporation.
ARTICLE IV
CAPITALIZATION
The Corporation shall have authority, acting by its Board of Directors,
to issue ten thousand (10,000) shares of common stock, one cent ($.01) par value
per share (the "Common Stock"), such shares entitled to one (1) vote per share
on any matter on which shareholders of die Corporation are entitled to vote and
such shares being entitled to participation in dividends and to receive the
remaining net asset of the Corporation upon dissolution. The number of
authorized shares of any class may be increased or decreased (but not below the
number of such shares then outstanding) by the affirmative vote of the holders
of a majority of the Common Stock.
ARTICLE V
INCORPORATOR
The name of the incorporator of the Corporation is Stephen C.
Petrovich, and his address is One Burton Hills Boulevard, Suite 250, Nashville,
Tennessee 37215.
ARTICLE VI
BOARD OF DIRECTORS
The initial members of the Board of Directors of the Corporation, who
shall serve until the first annual meeting of the shareholders of the
Corporation and until their successors are elected and qualified, shall consist
of two directors, and their names and addresses are as follows:
William P. Barnes One Burton Hills Boulevard
Suite 250
Nashville, Tennessee 37215
Stephen C. Petrovich One Burton Hills Boulevard
Suite 250
Nashville, Tennessee 37215
ARTICLE VII
LIMITATION ON PERSONAL LIABILITY OF DIRECTORS
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: (a) for any breach of the director's
duty of loyalty to the Corporation or its shareholders; (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) under Section 174 of the General Corporation Law of
Delaware (or the corresponding provision of any successor act or law); and (d)
for any transaction from which the director derived an improper personal
benefit. If the law of the State of Delaware is hereafter amended to authorize
corporate action further limiting or eliminating the personal liability of
directors or officers or expanding such liability, then the liability of
directors or officers to the Corporation or its shareholders shall be limited or
eliminated to the fullest extent permitted by law of the State of Delaware as so
amended from time to time. Any repeal or modification of the provisions of this
Article VII, either directly or by the adoption of an inconsistent provision of
this Certificate, shall be prospective only and 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 General Corporation Law of the State of Delaware 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 Article VII which
occur subsequent to the effective date of such amendment.
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ARTICLE VIII
INDEMNIFICATION
(a) The Corporation shall indemnify, and upon request shall
advance expenses to, in the manner and to the fullest 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, employee or agent of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan (an "indemnitee"). The Corporation may, to the fullest
extent permitted by law, purchase and maintain insurance on behalf of any person
who is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee or agent of another corporation, partnership, joint
venture, trust, other enterprise or employee benefit plan against any liability
which may be asserted against such person. To the fullest extent permitted by
law, the indemnification and advances provided for herein shall include expenses
(including attorneys' fees), judgments, penalties, 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 fullest extent permitted by law, both as to action in his official capacity
and as to action in another capacity while holding such office.
(b) Notwithstanding the foregoing, the Corporation shall not
indemnify any such indemnitee who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Corporation to secure a judgment in its favor against such
indemnitee with respect to any claim, issue or matter as to which the indemnitee
shall have been adjudged to be liable to the Corporation, unless and only to the
extent that the Delaware Court of Chancery or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such indemnitee
is fairly and reasonably entitled to indemnity for such expenses which the
Delaware Court of Chancery or such other court shall deem proper.
(c) The rights to indemnification and advancement of expenses set
forth in this Article VIII are intended to be greater than those which are
otherwise provided for in the General Corporation Law of the State of Delaware,
are contractual between the Corporation and the person being indemnified, his
heirs, executors and administrators, and, with respect to this Article VIII, are
mandatory, notwithstanding a person's failure to meet the standard of conduct
required for permissive indemnification under the General Corporation Law of the
State of Delaware, as amended from time to time. The rights to indemnification
and advancement of expenses set forth in this Article VIII above are
nonexclusive of other similar rights which may be granted by law, this
Certificate, the Bylaws, a resolution of the Board of Directors or shareholders
or an agreement with the Corporation, which means of indemnification and
advancement of expenses are hereby specifically authorized.
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(d) Any repeal or modification of the provisions of this Article
VIII, either directly or by the adoption of an inconsistent provision of this
Certificate, shall be prospective only and 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
General Corporation Law of the State of Delaware 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 Article VIII which occur
subsequent to the effective date of such amendment.
ARTICLE IX
AMENDMENTS
The Board of Directors reserves the right from time to time to amend,
alter, change or repeal any provision contained in this Certificate in the
manner now or hereinafter prescribed by statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
ARTICLE X
PREEMPTIVE RIGHTS
The holders of stock of the Corporation shall have no preemptive or
preferential right to subscribe for or purchase any stock or securities of the
Corporation.
ARTICLE XI
PERPETUAL EXISTENCE
The period of existence of the Corporation shall be perpetual.
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IN WITNESS WHEREOF, I have signed this Certificate of Incorporation
this 27th day of December, 2002 and acknowledge the same to be my act.
/s/ Stephen C. Petrovich
--------------------------
Stephen C. Petrovich
Incorporator
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