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EXHIBIT 3.109
CHARTER
OF
PCA OF DENVER, INC.
ARTICLE ONE
NAME
The name of the corporation is PCA of Denver, Inc.
ARTICLE TWO
PROFIT CORPORATION
The corporation is organized for profit.
ARTICLE THREE
REGISTERED OFFICE AND AGENT
The initial registered office of the corporation is located at 20
Burton Hills Boulevard, Nashville, Davidson County, Tennessee 37215. The initial
registered agent of the corporation at its registered office is Brian C. Carr.
ARTICLE FOUR
PRINCIPAL OFFICE
The mailing address of the initial principal office of the
corporation is 20 Burton Hills Boulevard, Suite 220, Nashville, Tennessee 37215.
ARTICLE FIVE
AUTHORIZED SHARES
The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is one thousand (1,000) shares of
common stock, $.01 par value per share, with unlimited voting rights and rights
to receive the net assets of the corporation upon dissolution.
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ARTICLE SIX
INITIAL BOARD OF DIRECTORS
The initial Board of Directors shall consist of one member whose
name and address are as follows:
Brian C. Carr
Pathology Consultants of America, Inc.
20 Burton Hills Boulevard
Suite 220
Nashville, Tennessee 37215
ARTICLE SEVEN
LIMITATION OF DIRECTOR LIABILITY
A director of the corporation shall not be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, except for (a) any breach of the director's duty of loyalty to the
corporation or its shareholders; (b) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; or (c) under
Section 48-18-304 of the Tennessee Business Corporation Act (the "Act") Any
repeal or modification of the provisions of this Article Seven by the
shareholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director of the
corporation with respect to any act or omission occurring prior to the effective
date of such rcpeal or modification. If the Act is hereafter amended to
authorize the further elimination or limitation of the liability of directors,
then the liability of a director of the corporation, in addition to the
limitation on liability provided herein, shall be limited to the fullest extent
permitted by such amended Act. In the event that any of the provisions of this
Article Seven (including any provision within a single sentence) is held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable,
the remaining provisions are sever able and shall remain enforceable to the
fullest extent permitted by law.
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ARTICLE EIGHT
INCORPORATOR
The name and address of the incorporator are as follows:
Peter C. November
Alston & Bird LLP
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
IN WITNESS WHEREOF, the undersigned executes this Charter this 11th
day of December, 1997.
/s/ Peter C. November
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Peter C. November
Incorporator
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