EX-3.119 120 g09543a1exv3w119.htm EX-3.119 CERTIFICATE OF INCORPORATION OF ROSWELL HOSPITAL CORPORATION Ex-3.119
 

Exhibit 3.119
FILED IN OFFICE OF
NM STATE CORPORATION COMMISSION
FEB 10 1998
CORPORATION DEPARTMENT
ARTICLES OF INCORPORATION
OF
ROSWELL HOSPITAL CORPORATION
The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the New Mexico Business Corporation Act, does hereby adopt the following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the Corporation is Roswell Hospital Corporation.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purposes for which the Corporation is organized are as follows:
(i) to operate health facilities; and
(ii) to engage in the transaction of any or all lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority to issue is 1,000 shares of common stock, par value $.01 per share.
ARTICLE FIVE
The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of at least $1,000, consisting of money, labor done or property actually received.
ARTICLE SIX
The street address of its initial registered office is 121 East Palace Avenue, Santa Fe, Santa Fe County, New Mexico 87501, and the name of its initial registered agent at such address is Corporation Service Company, do The Prentice-Hall Corporation System, Inc.

 

 

ARTICLE SEVEN
The number of directors of the Corporation may be fixed by the Bylaws.
The number of directors constituting the initial board of directors is three, and the names and addresses of the persons who are to serve as directors until the first annual meeting of the shareholders or until a successor is elected and qualified are:
     
Wayne Smith
  W. Larry Cash
155 Franklin Road, Suite 400
  155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
  Brentwood, Tennessee 37027
Rachel A. Seifert
155 Franklin Road, Suite 400
Brentwood, Tennessee 37027
ARTICLE EIGHT
The name and address of the incorporator is:
Michael Krawitz
One New York Plaza, 27th Floor
New York New York 10004-1980
ARTICLE NINE
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, unless such liability results from the director’s breach or failure to perform the duties of the director’s office as set forth in Section 53-12-2 (E)(1) and (E)(2) of the New Mexico Business Corporation Act. If the New Mexico Business 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 New Mexico Business 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 TEN
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,

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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 New Mexico Business 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, if the New Mexico Business Corporation Act requires, an advancement of expenses incurred by an indemnitee shall be made only upon 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. Rights 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 suit, the indemnitee shall also be entitled to be paid the expense or 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 New Mexico Business 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 New Mexico Business 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

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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 these Articles of Incorporation or any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
D. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any indemnitee against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the New Mexico Business 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 New Mexico Business Corporation Act with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
ARTICLE ELEVEN
The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors of the Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand, this 6th day of February, 1998.
/s/ Michael Krawitz
Michael Krawitz, Incorporator
One New York Plaza, 27th Floor
New York, New York 10004-1980

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(Domestic Profit)
AFFIDAVIT OF ACCEPTANCE or APPOINTMENT
BY DESIGNATED SUCCESSOR REGISTERED AGENT
To the State Corporation Commission
State of New Mexico
STATE OF DELAWARE
SS.:
COUNTY OF NEW CASTLE
On this 10 day of February, 1998, before me, a Notary Public in and for the State and County aforesaid, personally appeared Margaret R. Hughes, who is known to be the person, and who, being duly sworn, acknowledged to me that (s)he does hereby accept appointment as the Successor Registered Agent of: ROSWELL HOSPITAL CORPORATION, which is a New Mexico Business Corporation organized to transact business in the State of New Mexico pursuant to the provisions of the Business Corporation Act of the State of New Mexico.
/s/Margaret R. Hughes
Assistant Vice President
Corporation Service Company
Registered Agent
Subscribed and sworn to before me on the day, month, and year first above set forth
/s/ Stephen G. Hughes
Notary Public
Commission Expires: 5/10/01
(notarial seal)

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