EX-3.42 19 g08370exv3w42.htm EX-3.42 CERTIFICATE OF INCORPORATION OF COMPASS HOSPITAL, INC. Ex-3.42
 

EXHIBIT 3.42
CERTIFICATE OP INCORPORATION
OF
RAMSAY TEXAS, INC.
          The UNDERSIGNED, for the purpose of forming a corporation pursuant to the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
     FIRST: The name of the corporation is Ramsay Texas, Inc. (the “Corporation”).
     SECOND: The address of the corporation’s registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, Dover, Delaware 19901, which address is located in the County of Kent, and the name of the Corporation’s registered agent at such address is The Prentice-Hall Corporation System, Inc.
     THIRD: 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.
     FOURTH: The total number of shares of capital stock which the Corporation shall have authority to issue is 1,000 shares of common stock, $.01 par value per share.
     FIFTH: Subject to the provisions of the General Corporation Law of the State of Delaware, the number of Directors of the Corporation shall be determined as provided by the By-Laws.
     SIXTH: To the fullest extent permitted by Section 145 of the Delaware General Corporation Law, or any comparable successor law, as the same may be amended and supplemented from tine to time, the Corporation (i) may indemnify all persons whom it shall have power to indemnify thereunder from and against any and all of the expenses, liabilities or other matters referred to in or covered thereby, (ii) shall indemnify each such person if he is or is threatened to be made a party to an action, suit or proceeding by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or because he was serving the Corporation or any other legal entity in any capacity at the request of the Corporation while a director, officer, employee or agent of the Corporation and (iii) shall pay the expenses of such a current or former director, officer, employee or agent incurred in connection with any such action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those entitled to indemnification or advancement of expenses may be entitled under any by-law, agreement, contract or vote of stockholders or disinterested directors or pursuant to the direction (however embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to

 

 

be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
     SEVENTH: In furtherance and not in limitation of the general powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation, except as specifically stated therein.
     EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of §291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of §279 of Title 8 of the Delaware Code, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of this Corporation, as the case may be, and also on this Corporation.
     NINTH: Except as otherwise required by the laws of the State of Delaware, the stockholders and directors shall have the power to hold their meetings and to keep the books, documents and papers of the Corporation outside of the State of Delaware, and the Corporation shall have the power to have one or more offices within or without the State of Delaware, at such places as may be from time to time designated by the By-Laws or by resolution of the stockholders or directors. Elections of directors need not be by ballot unless the By-Laws of the Corporation shall so provide.
     TENTH: 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 by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
     ELEVENTH: 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 the unlawful payment of dividends or unlawful stock purchases under Section 174 of the General Corporation Law of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit. If the General Corporation Law of Delaware is amended to further eliminate or limit 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 General Corporation Law of Delaware, as so amended. Any repeal or modification of this Article by the stockholders of the Corporation shall be by the affirmative vote of the holders of not less than eighty percent (80%) of the outstanding shares of stock of the Corporation and entitled to vote in the election of directors, considered for the purposes of this Article ELEVENTH as one class, shall be prospective only and shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
     TWELFTH: The name and address of the incorporator is Sean H. Jones, 237 Park Avenue, New York, New York 10017.
     IN WITNESS WHEREOF, the undersigned, being the incorporator hereinabove named, does hereby execute this Certificate of Incorporation this 16th day of October, 1992.
         
 
  /s/ Sean M. Jones    
 
       
 
  Sean M. Jones    
 
  Incorporator    

 

 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
RAMSAY TEXAS, INC.
After Receipt of Payment for Stock
Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
     The undersigned, Vice President of Ramsay Texas, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:
     FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting Article FIRST of the Certificate of Incorporation in its present form and substituting therefor a new Article FIRST in the following form:
“FIRST: The name of the corporation is Transitional Care Ventures (Texas), Inc. (the “Corporation”).”;
     SECOND: The amendment to the Certificate of Incorporation of the Corporation sat forth in this Certificate of Amendment has been duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware, (a) the Board of Directors of the Corporation having duly adopted resolutions setting forth such amendment and declaring its advisability and submitting it to the stockholders of the Corporation for their approval in conformity with the By-laws of the Corporation, and (b) the holders of a majority of the outstanding stock of the Corporation entitled to vote thereon, having duly adopted resolutions setting forth such amendment by a written consent of the stockholders in conformity with the By-laws of the Corporation, there being only one class of stock of the Corporation outstanding.

 

 

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be hereunto affixed and this Certificate of Amendment to its Certificate of Incorporation to be signed by Bruce R. Soden, its Vice President, and attested by Wallace E. Smith, its Assistant Secretary, as of this 13th day of May, 1993.
             
    RAMSAY TEXAS, INC.
 
            
 
  By:   /s/ Bruce R. Soden    
 
           
 
      Bruce R. Soden    
 
      Vice President    
(Corporate Seal)
Attest:
         
/s/ Wallace E. Smith    
     
 
  Wallace E. Smith    
 
  Assistant Secretary    

 

 

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
TRANSITIONAL CARE VENTURES (TEXAS), INC.
     Transitional Care Ventures (Texas), Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
     1. The name of the corporation is Transitional Care Ventures (Texas), Inc.
     2. The Certificate of Incorporation of the Corporation is hereby amended by deleting the first Article thereof and by substituting in lieu of said Article the following:
“FIRST: The name of the corporation is Compass Hospital, Inc. (the “Corporation”).”
     3. This amendment to the Certificate of Incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
     4. This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall be effective on March 31, 2006.
Dated this 15th day of March, 2006.
         
 
  Transitional Care Ventures (Texas) Inc.    
 
        
 
  /s/ Christopher L. Howard    
 
       
 
  Christopher L. Howard    
 
  Vice President