EXHIBIT 3.20
CERTIFICATE OF INCORPORATION
OF
CCA WESTERN PROPERTIES, INC.
ARTICLE I.
The name of the corporation is CCA Western Properties, Inc.
ARTICLE II.
The address of its registered office in the State of Delaware is 1209
Orange Street, in the city of Wilmington, County of New Castle, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company.
ARTICLE III.
The purpose for which the corporation is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware (the "DGCL").
ARTICLE IV.
The total number of shares of stock which the corporation shall have
authority to issue is 1,000 shares of Common Stock, $0.01 par value per share.
ARTICLE V.
The name and mailing address of the sole incorporator are as follows:
Albert J. Bart
Stokes Bartholomew Evans & Petree, P.A.
424 Church Street, Suite 2800
Nashville, Tennessee 37219
ARTICLE VI.
The corporation is to have perpetual existence.
ARTICLE VII.
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the corporation is expressly authorized to
make, alter or repeal the Bylaws of the corporation, subject to the powers of
the stockholders to adopt Bylaws or to amend or repeal any Bylaws adopted or
amended by the Board of Directors.
ARTICLE VIII.
Meetings of the corporation's stockholders may be held within or
outside the State of Delaware, as the Bylaws of the corporation may provide. The
books of the corporation may be kept outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the Bylaws of the corporation. Election of directors need not be by written
ballot unless the Bylaws of the corporation so provide.
ARTICLE IX.
A director of the corporation shall, to the full extent permitted by
applicable law, including the DGCL, as it now exists or as it may hereafter be
amended, not be personally liable to the corporation or its stockholders for
monetary damages for any breach of fiduciary duty as a director. Neither any
amendment nor repeal of this ARTICLE IX, nor the adoption of any provision of
this Certificate of Incorporation inconsistent with this ARTICLE IX, shall
eliminate or reduce the effect of this ARTICLE IX in respect of any matter
occurring, or any cause of action, suit or claim that, but for this ARTICLE IX
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision. If the DGCL or any other applicable law is amended after
the filing of this Certificate of Incorporation 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 DGCL or other applicable law, as so amended.
ARTICLE X.
To the full extent permitted by applicable law, the corporation is
authorized to provide indemnification of (and advancement of expenses to) any
person who is or was a director, officer, employee or agent of the corporation
(or who serves or served in such capacity or similar capacity with another
enterprise at the direction of the corporation), and any other persons to which
the DGCL permits the corporation to provide indemnification, through Bylaw
provisions, agreements with such persons, vote of stockholders or disinterested
directors or otherwise, in excess of indemnification and advancement otherwise
permitted by Section 145 of the DGCL, subject only to limits created by
applicable law (statutory or non-statutory), with respect to actions for breach
of duty to the corporation, its stockholders, and others.
No amendment, repeal or modification of the foregoing provisions of
this ARTICLE X shall adversely affect any right or protection of a director,
officer, agent, or other person existing at the time of, or increase the
liability of any director, officer or agent of the corporation with respect to
any acts or omissions of such director, officer or agent occurring prior to,
such amendment, repeal or modification.
ARTICLE XI.
The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed herein and by the laws of the State of Delaware, and all
rights conferred upon stockholders herein are granted subject to this
reservation.
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I, Albert J. Bart, being the sole incorporator herein before named, for
the purpose of forming a corporation pursuant to the Delaware General
Corporation Law, do make this certificate, hereby declaring and certifying that
this is my act and deed and the facts stated herein are true, and accordingly I
have hereunto set my hand this 21st day of December, 2004.
/s/ Albert J. Bart
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Albert J. Bart, Incorporator
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