EX-3.191 192 g09543a1exv3w191.htm EX-3.191 CERTIFICATE OF INCORPORATION OF RUSSELL COUNTY MEDICAL CENTER, INC. Ex-3.191
 

Exhibit 3.191
ARTICLES OF INCORPORATION
OF
RUSSELL COUNTY MEDICAL CENTER, INC.
The undersigned, pursuant to Chapter 9 of Title 13.1 of the Code of Virginia, states as follows:
1. The name of the Corporation is: Russell County Medical Center, Inc.
2. The number of shares that the Corporation is authorized to issue is One Thousand (1,000) shares of $.01 par value per share common stock.
3. (a) The Corporation’s initial registered office address, including street and number, is:
5511 Staples Mill Road, Richmond, Virginia 23228.
          (b) The registered office is located in the County of Henrico, Virginia
4. (a) The name of the Corporation’s initial registered agent, whose business address is identical with the above registered office, is Edward R. Parker.
          (b) The initial registered agent is a member of the Virginia State Bar and a resident of Virginia.
5. The name and address of the incorporator is Michael R. Hill, 1200 One Sovran Plaza, Davidson County, Nashville, Tennessee 37239.
6. The business and affairs of the Corporation shall be managed by a Board of Directors. The number of directors and their term shall be specified in the Bylaws of the Corporation.
8. 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 for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts or omissions specified in Section 13.1-692.1 of the Virginia Stock Corporation Act, (iv) under Section 13.1-692 of the Virginia Stock Corporation Act or (v) for any transaction from which the director derives an improper personal benefit. If the Virginia Code 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 Virginia Code, 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.

 


 

9. Indemnification:
          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 Virginia Code 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 Virginia Code 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. 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 suit, 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 Virginia Code. 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 Virginia Code, nor an actual determination by the Corporation (including its Board of Directors, independent legal

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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 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 Virginia Code.
          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 Virginia Code with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
10. The Bylaws of the Corporation may be altered, amended or repealed or new Bylaws may be adopted by the board of directors.
Dated this 6th day of August, 1991.
/s/ Michael R. Hill
Michael R. Hill, Incorporator
200 One Sovran Plaza
Nashville, Tennessee 37239

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COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
August 7, 1991
The State Corporation Commission has found the accompanying articles submitted on behalf of
RUSSELL COUNTY MEDICAL CENTER, INC.
to comply with the requirements of law, and confirms payment of all related fees.
Therefore, it is ORDERED that this CERTIFICATE OF INCORPORATION
be issued and admitted to record with the articles of incorporation in the Office of the Clerk of the Commission, effective August 7, 1991.
The corporation is granted the authority conferred on it by law in accordance with the articles, subject to the conditions and restrictions imposed by law.
STATE CORPORATION COMMISSION
By /s/ Thomas P. Harwood, Jr.
Commissioner

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