EX-3.31 32 g27448exv3w31.htm EX-3.31 exv3w31
EXHIBIT 3.31
State of Alabama
     I, Jim Bennett, Secretary of State of the State of Alabama, having custody of the Great and Principal Seal of said State, do hereby certify that pursuant to the provisions of Section 10-2B-4.02, Code of Alabama 1975, and upon an examination of the corporation records on file in this office, the following corporate name is reserved as available:
Hartselle Physicians, Inc.
     This domestic corporation name is proposed to be incorporated in Jefferson County and is for the exclusive use of Kathy Slayman, 3761 Venture Drive Suite 260, Duluth, GA 30136 for a period of one hundred twenty days beginning May 24, 1996 and expiring September 22, 1996.
In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State, at the Capitol, in the City of Montgomery, on this day.
05/24/1996
         
     
  /s/ Jim Bennett    
  Jim Bennett, Secretary of State   
         
[SEAL]
  Received 6/24/1996
 
  Secretary of State
 
    180461  
 
  _____      checked by:
 
  WP                     TC

 

 

ARTICLES OF INCORPORATION
OF
HARTSELLE PHYSICIANS, INC.
     The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Alabama Business Corporation Act (the “Corporation Act”), does hereby adopt the following Articles of Incorporation for such corporation:
     ARTICLE ONE: The name of the Corporation is Hartselle Physicians, Inc.
     ARTICLE TWO: The period of its duration is perpetual.
     ARTICLE THREE: 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 Corporation Act.
     ARTICLE FOUR: The aggregate number of shares which the Corporation shall have authority to issue is One Thousand (1,000) shares of $.01 par value per share common stock.
     ARTICLE FIVE: The street address of its initial registered office is 57 Adams Avenue, Montgomery, Alabama 36104, and the name of its initial registered agent at such address is CSC-Lawyers Incorporating Service Incorporated.
     ARTICLE SIX: The number of directors of the Corporation may be fixed by the Bylaws.
     The number of directors constituting the initial board of directors is two (2), and the names and addresses of the persons who are to serve as initial directors until the first annual meeting of the shareholders or until a successor is elected and qualified are:
     
Tyree G. Wilburn
  T. Mark Buford
155 Franklin Road, Suite 400
  155 Franklin Road, Suite 400
Brentwood, TN 37027
  Brentwood, TN 37027
     ARTICLE SEVEN: The name and address of the incorporator is:
Robin J. Payton
414 Union Street, Suite 1600
Nashville, Tennessee 37219
     ARTICLE EIGHT: To the fullest extent permitted by Alabama law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except liability for (i) the amount of financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the Corporation or the shareholders of the Corporation; (iii) a violation of Section 10-2B-8.33 of the Corporation Act; (iv) an intentional violation of criminal law; or (v) a breach of the director’s duty of loyalty to the Corporation or the shareholders of the Corporation. If the Corporation Act is amended hereafter 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 Corporation Act, as so amended.
     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

 

 

     ARTICLE NINE: A. Rights to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, or is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Corporation Act as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue with respect to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided in paragraph (B) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized by the board of directors of the Corporation. The right to indemnification conferred in this Article shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, an advancement of expenses incurred by an indemnitee shall be made only in accordance with the Corporation Act, including the requirement of the delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article or otherwise.
     B. Right of Indemnitee to Bring Suit. If a claim under paragraph (A) of this Article is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation (except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days), the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suite the indemnitee shall also be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by The indemnitee to enforce a right to indemnification hereunder (but not a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Corporation Act. Neither the failure of the Corporation (including its board of directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Corporation (including its board of directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, or in the case of such a suit brought by the indemnitee, shall be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled under this Article or otherwise to be indemnified, or to such advancement of expenses, shall be on the Corporation.
     C. Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under the Corporation Act, these Articles of Incorporation, or any Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

 

 

     D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any directors, officers, employee or agent, of the Corporation against any expense, liability or loss, to the extent permitted under the Corporation Act.
     E. Indemnity of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the board of directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article or as otherwise permitted under the Corporation Act with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
     ARTICLE TEN: The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.
     IN WITNESS WHEREOF, I have hereunto set my hand, this 12th day of June, 1996.
     
/s/ Robin J. Payton
 
Robin J. Payton, Incorporator
   
414 Union Street
    
Suite 1600
    
Nashville, Tennessee 37219
    
 
    
Corp 0197 Page 0296
    
         
  State of Alabama
Filed: 6/14/1999 1:05 PM
 		  
  /s/ Walter Hobbs, Jr.    
  Walter Hobbs, Jr.   
  Judge of Probate   
 
Index: 5.00
Fee: 35.00
6/14/96     3933     40.00