EXHIBIT 3.49
ARTICLES OF INCORPORATION
OF
BHC HEALTH SERVICE OF NEVADA, INC.
The undersigned person, having capacity to contract and acting as the
incorporator of a corporation under Section 78.030 of the General Corporation
Law of Nevada, adopts the following Articles of Incorporation for such
corporation:
1. The name of the corporation is BHC Health Services of Nevada, Inc.
(the "Corporation").
2. The period of its duration is perpetual.
3. The purpose for which the Corporation is organized is to engage in
the transaction of any or all lawful business for which corporations may be
incorporated under the General corporation Law of Nevada.
4. The address of the registered office of the Corporation in Nevada is
1240 East Ninth Street, Reno, Nevada 89512. The Corporation's registered agent
at the registered office is Neal Cury.
5. The name and address of the incorporator of the Corporation is:
Name Address
J. Chase Cole 511 Union Street
Nashville, Tennessee 37219
6. The governing board of the Corporation shall be known as directors,
and the number of directors shall be fixed by the bylaws.
The number of directors constituting the initial board of directors is
two (2), and the names and addresses of each person
who is to serve as director of the Corporation until the first annual meeting of
the shareholders or until a successor is elected and qualified are:
Name Address
Edward A. Stack 520 Dekemont Lane
Brentwood, Tennessee 37027
Michael E. Davis 905 Santa Cruz Drive
Keller, Texas 67248
7. The address of the principal office of the Corporation is 1240 East
Ninth Street, Reno, Nevada 89512.
8 The Corporation is for profit.
9. The maximum number of shares which the Corporation shall have the
authority to issue is One Thousand (1,000) shares of Common Stock. All of such
shares shall be without par value.
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, fraud or a
knowing violation of law, and (iii) under Section 78.300 of the General
Corporation Law of Nevada. If the General Corporation Law of Nevada 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 General
Corporation Law of Nevada, 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.
12. 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,
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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
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, 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 forth in Section 78.751 of the General Corporation Law of Nevada; 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, fraud or a knowing violation of law, or
(iii) under Section 78.300 of the General Corporation Law of Nevada.
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IN WITNESS WHEREOF, I have hereunto set my hand this of 25th day of
March, 1993.
/s/ J. Chase Cole
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J. Chase Cole
Incorporator
State of Tennessee
County of Davidson
On this 25th day of march, 1993, before me, a Notary Public personally
appeared J. Chase Cole who acknowledged that he executed the above instrument.
[ILLEGIBLE]
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Notary Public
My Commission expires:
3/25/95
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, Neal Cury, do hereby accept the appointment as Resident Agent or the
above named Corporation.
Dated this 26 day of March, 1993.
[ILLEGIBLE]
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Neal Cury
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