EXHIBIT 3.71
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 11/12/1996
960329031 - 2683140
CERTIFICATE OF INCORPORATION
OF
BHC MEADOWS PARTNER, INC.
ARTICLE I
NAME
The name of the corporation is BHC MEADOWS PARTNER, INC. (the
"Corporation").
ARTICLE II
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle, Delaware 19805. The name of the registered agent of the Corporation in
the State of Delaware at the registered office is 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 one thousand (1,000) shares of common stock, $.01 par value
per share (the "Common Stock"), such shares entitled to one (1) vote per share
on any matter on winch shareholders of the Corporation are entitled to vote and
such shares being entitled to participation in dividends and to receive the
remaining net assets 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 William F.
Carpenter III, and his address is 511 Union Street, Suite 2100, Nashville,
Tennessee 37219.
ARTICLE VI
BOARD OF DIRECTORS
(a) 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 ate Edward A. Stack and Bruce Waldo.
(b) The Board of Directors of the Corporation shall
consist of not less than two (2) nor more than fifteen (15) directors, the exact
number to be fixed and determined from time to time by resolution of a majority
of the Board of Directors. Any vacancy arising from the early retirement of a
director may be filled by the vote of the remaining directors or the
shareholders and the term of any such director shall be for the balance of the
term of the retiring director.
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 we 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
these Articles, 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
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persons subject to indemnification under this Article VII which occur subsequent
to the effective date of such amendment.
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, of 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 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 indemnitees is
fairly and reasonably entitled to indemnity for such expenses which the 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 arc 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 sat forth
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in this Article VIII above are nonexclusive of other similar rights which may be
granted by law, these Articles, the Bylaws, a resolution of the Board of
Directors or shareholders or an agreement with the Corporation, which means of
indemnification wad advancement of expenses are hereby specifically authorized.
(d) Any repeal or modification of the provisions of this
Article VIII, either directly or by the adoption of an inconsistent provision of
these Articles, 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 these Articles 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 12th day of November, 1996 and acknowledge the same to be my
act.
/s/ William F. Carpenter III
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William F. Carpenter III
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