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EXHIBIT 3.1
CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION
OF
PROVINCE HEALTHCARE COMPANY
The undersigned, being the duly elected and authorized Senior Vice
President, General Counsel and Secretary of Province Healthcare Company, 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: That the Corporation filed its original Certificate of
Incorporation with the Secretary of State of Delaware on August 7, 1997, which
was restated on October 15, 1997 and January 28, 1998.
SECOND: That the Board of Directors of the Corporation, in accordance
with Sections 141, 242 and 245 of the General Corporation Law of the State of
Delaware, duly adopted resolutions by unanimous written consent authorizing the
Corporation to amend and restate the Restated Certificate of Incorporation of
the Corporation in its entirety to read as set forth in Exhibit A attached
hereto and made a part hereof (the "Restated Certificate").
THIRD: That the stockholders of the Corporation approved and adopted
the Restated Certificate of the Corporation in its entirety at the 2000 Annual
Meeting of Shareholders on May 25, 2000.
IN WITNESS WHEREOF, the undersigned officer of the Corporation, for the
purpose of amending and restating the Restated Certificate of Incorporation of
the Corporation pursuant to the General Corporation Law of the State of
Delaware, under penalties of perjury does hereby declare and certify that this
is the act and deed of the Corporation and the facts stated herein are true, and
accordingly has hereunto signed this Certificate of Restated Certificate of
Incorporation this 25th day of May, 2000.
PROVINCE HEALTHCARE COMPANY
By: Howard T. Wall III
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Howard T. Wall III
Senior Vice President, General Counsel
and Secretary
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AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
PROVINCE HEALTHCARE COMPANY
ARTICLE ONE
The name of the Corporation is Province Healthcare Company.
ARTICLE TWO
The name of the Corporation's registered agent in the State of Delaware
is Corporation Service Company. The address of such registered agent is 1013
Centre Road, in the City of Wilmington, County of New Castle, Delaware 19805.
The registered office and/or registered agent of the Corporation may be changed
from time to time by action of the Board of Directors.
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted 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 (the "Delaware
General Corporation Law") either alone or with others through wholly or
partially owned subsidiaries, as a partner (limited or general) in any
partnership, as a joint venturer in any joint venture, or otherwise.
ARTICLE FOUR
SECTION 1. The aggregate number of shares of stock which the
Corporation has authorized to issue is 50,100,000, consisting of 100,000 shares
of Preferred Stock, par value $.01 per share (the "Preferred Stock"), and
50,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"). All of such shares shall be issued as fully paid and non-assessable
shares, and the holder thereof shall not be liable for any further payments in
respect thereof.
SECTION 2. The preferences, limitations, designations and relative
rights of the shares of each class and the qualifications, limitations or
restrictions thereof shall be as follows:
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I. Preferred Stock
A. Authorization; Series; Provisions.
1. The Board of Directors of the Corporation is authorized,
subject to limitations prescribed by law and the provisions of this Article
Four, to provide for the issuance of shares of the Preferred Stock in series,
and by filing a certificate pursuant to the General Corporation Law of the State
of Delaware, to establish from time to time the number of shares to be included
in each such series and to fix the designations, powers, preferences and rights
of the shares of each such series and the qualifications, limitations or
restrictions thereof.
2. The Preferred Stock may be issued from time to time in one or
more series, the shares of each series to have such powers, designations,
preferences and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as are stated and expressed
herein or in a resolution or resolutions providing for the issuance of such
series, adopted by the Board of Directors as hereinafter provided.
3. Authority is hereby expressly granted to the Board of
Directors, subject to the provisions of this Section 2.I.A. of Article Four, to
authorize the issuance of one or more series of Preferred Stock, and with
respect to each such series to fix by resolution or resolutions providing for
the issuance of such series:
a. the maximum number of shares to constitute such series and
the distinctive designation thereof;
b. whether the shares of such series shall have voting
rights, in addition to any voting rights provided by law, and,
if so, the terms of such voting rights;
c. the dividend rate, if any, on the shares of such series,
the conditions and dates upon which such dividends shall be
payable, the preference or relation which such dividends shall
bear to the dividends payable on any other class or classes or
on any other series of capital stock, and whether such dividends
shall be cumulative or noncumulative;
d. whether the shares of such series shall be subject to
redemption by the Corporation and, if made subject to
redemption, the times, prices and other terms and conditions of
such redemption;
e. the rights of the holders of shares of such series upon
the liquidation, dissolution or winding up of the Corporation;
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f. whether or not the shares of such series shall be subject
to the operation of a retirement or sinking fund and, if so, the
extent to and manner in which any such retirement or sinking
fund shall be applied to the purchase of redemption of the
shares of such series for retirement or to other corporate
purposes and the terms and provisions relative to the operation
thereof;
g. whether or not the shares of such series shall be
convertible into, or exchangeable for shares of stock of any
other class or classes, or of any other series of the same
class, and if so convertible or exchangeable, the price or
prices or the rate or rates of conversion or exchange and the
method, if any, of adjusting the same;
h. the limitations and restrictions, if any, to be effective
while any shares of such series are outstanding upon the payment
of dividends or making of other distributions on, and upon the
purchase, redemption or other acquisition by the Corporation of,
Common Stock or any other class or classes of stock of the
Corporation ranking junior to the shares of such series either
as to dividends or upon liquidation;
i. the conditions or restrictions, if any, upon the creation
of indebtedness of Corporation or upon the issue of any
additional stock (including additional shares of such series or
of any other series or of any other class) ranking on a parity
with or prior to the shares of such series as to dividends or
distribution of assets on liquidation, dissolution or winding
up; and
j. any other preference and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof as shall not be inconsistent with this
Section 2.I.A. of Article Four.
B. Series Identical; Rank. All shares of any one series of
Preferred Stock shall be identical with each other in all respects, except that
shares of any one series issued at different times may differ as to the dates
from which dividends, if any, thereon shall be cumulative; and all series shall
rank equally and be identical in all respects, except as permitted by the
foregoing provisions of Section 2.I.A.3. of Article Four, and all shares of
Preferred Stock shall rank senior to the Common Stock both as to dividends and
upon liquidation.
C. Liquidation. In the event of any liquidation, dissolution or
winding up of the Corporation, before any payment or distribution of the assets
of the Corporation (whether capital or surplus) shall be made to or set apart
for the holders of any class or classes of stock of the Corporation ranking
junior to the Preferred Stock
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upon liquidation, the holders of the shares of the Preferred Stock shall be
entitled to receive payment at the rate fixed herein or in the resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series, plus (if dividends on shares of such series of Preferred Stock shall be
cumulative) an amount equal to all dividends (whether or not earned or declared)
accumulated to the date of final distribution to such holders, but they shall be
entitled to no further payment. If, upon any liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation or proceeds thereof,
distributable among the holders of the shares of the Preferred Stock shall be
insufficient to pay in full the preferential amount aforesaid, then such assets,
or the proceeds thereof, shall be distributed among such holders ratably in
accordance with the respective amounts which would be payable on such shares if
all amounts payable thereon were paid in full.
D. Voting Rights. Except as shall be otherwise stated and expressed
herein or in the resolution or resolutions of the Board of Directors providing
for the issue of any series and except as otherwise required by the laws of the
State of Delaware, the holders of shares of Preferred Stock shall have, with
respect to such shares, no right or power to vote on any question or in any
proceeding or to be represented at, or to receive notice of, any meeting of
stockholders.
E. Reacquired Shares. Shares of any Preferred Stock which shall be
issued and thereafter acquired by the Corporation through purchase, redemption,
exchange, conversion or otherwise shall return to the status of authorized but
unissued Preferred Stock unless otherwise provided in the resolution or
resolutions of the Board of Directors.
F. Increase/Decrease in Authorized Shares of a Series. Unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, the number of authorized shares of stock of
any such series may be increased or decreased (but not below the number of
shares thereof outstanding) by resolution or resolutions of the Board of
Directors. In case the number of shares of any such series of Preferred Stock
shall be decreased, the shares representing such decrease shall, unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, resume the status of authorized but unissued
Preferred Stock, undesignated as to series.
II. Common Securities.
A. Rights Identical. Except as otherwise provided in this Section
2.II. of Article Four or as otherwise required by applicable law, all shares of
Common Stock shall be identical in all respects and shall entitle the holders
thereof to the same rights and privileges, subject to the same qualifications,
limitations and restrictions.
B. Voting Rights. Except as otherwise provided in this Section
2.II. of Article Four or as otherwise required by applicable law, holders of
Common Stock
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shall be entitled to one vote per share on all matters to be voted on by the
stockholders of the Corporation.
C. Dividends. Subject to the rights of each series of the Preferred
Stock, dividends may be declared and paid or set apart for payment upon the
Common Stock out of any assets or funds of the Corporation legally available for
the payment of dividends, and the holders of Common Stock shall be entitled to
participate in such dividends ratably on a per share basis.
D. Liquidation. Upon any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, and after the holders of the
Preferred Stock of each series shall have been paid in full the amounts to which
they shall be entitled in accordance with Section 2.I. of Article Four, the
terms of any outstanding Preferred Stock and applicable law, or an amount
sufficient to pay the aggregate amount to which the holders of the Preferred
Stock of each series shall be entitled shall have been deposited with a bank or
trust company having capital, surplus and undivided profits of at least
Twenty-Five Million Dollars ($25,000,000) as a trust fund for the benefit of the
holders of such Preferred Stock, the remaining net assets of the Corporation
shall be distributed pro rata to the holders of the Common Stock, to the
exclusion of the holders of such Preferred Stock.
III. General Provisions.
A. Nonliquidating Events. A consolidation or merger of the
Corporation with or into another corporation or corporations or a sale, whether
for cash, shares of stock, securities or properties, or any combination thereof,
of all or substantially all of the assets of the Corporation shall not be deemed
or construed to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Article Four.
B. No Preemptive Rights. No holder of Preferred Stock or Common
Stock of the Corporation shall be entitled, as such, as a matter of right to
subscribe for or purchase any part of any new or additional issue of stock of
any class or series whatsoever or of securities convertible into stock of any
class whatsoever, whether now or hereafter authorized and whether issued for
cash or other consideration, or by way of dividends.
ARTICLE FIVE
The Corporation is to have perpetual existence.
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ARTICLE SIX
The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors, and the directors need not be
elected by ballot unless required by the By-laws of the Corporation. In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors of the Corporation is expressly authorized to make, alter, amend,
change, add to or repeal the By-laws of the Corporation.
ARTICLE SEVEN
Meetings of stockholders may be held within or outside of the State of
Delaware, as the By-laws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the By-laws
of the Corporation. The Board of Directors shall from time to time decide
whether and to what extent and at what times and under what conditions and
requirements the accounts and books of the Corporation, or any of them, except
the stock book, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any books or documents of the
Corporation except as conferred by the laws of the State of Delaware or as
authorized by the Board of Directors.
ARTICLE EIGHT
Subject to the rights of the holders of the Preferred Stock, from and
after the date on which the Common Stock of the Corporation is registered
pursuant to the Securities Exchange Act of 1934, as amended, (A) any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of stockholders of the Corporation and
may not be affected in lieu thereof by any consent in writing by such
stockholders, and (B) special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board, the president of the Board of
Directors pursuant to a resolution adopted by the affirmative vote of at least
two members then in office.
ARTICLE NINE
The number of directors which shall constitute the whole board shall be
such as from time to time shall be fixed by resolution adopted by affirmative
vote of a majority of the Board of Directors except that such number shall not
be less than one (1) nor more than nine (9), the exact number to be determined
by resolution adopted by affirmative vote of a majority of the Board of
Directors.
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Vacancies and newly created directorships resulting from any increase
in the number of directors may be filled only by the affirmative vote of the
majority of the Board of Directors then in office, although less than a quorum,
or by a sole remaining director. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of preferred stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filing of
vacancies and other features of such directorship shall be governed by the terms
of this Certificate of Incorporation applicable thereto.
Except to the extent prohibited by law, the Board of Directors shall
have the right (which to the extent exercised, shall be exclusive) to establish
the rights, powers, duties, rules and procedures that from time to time shall
govern the Board of Directors and each of its members, including without
limitation the vote required for any action by the Board of Directors, and that
from time to time shall affect the directors' power to manage the business and
affairs of the Corporation; and no by-law shall be adopted by stockholders which
shall impair or impede the implementation of the foregoing.
ARTICLE TEN
Article Eight, Article Nine and this Article Ten of this Amended and
Restated Certificate of Incorporation and Sections 2 and 11 of Article II,
Sections 2, 3, 4 and 5 of Article III and Article V of the By-laws of the
Corporation shall not be altered, amended or repealed by, and no provision
inconsistent therewith shall be adopted by, the stockholders without the
affirmative vote of the holders of at least 80% of the Common Stock, voting
together as a single class.
ARTICLE ELEVEN
To the fullest extent permitted by the Delaware General Corporation Law
as it now exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent such amendment permits the Corporation to provide
broader indemnification rights than permitted prior thereto), no director of the
Corporation shall be liable to the Corporation or its stockholders for monetary
damages arising from a breach of fiduciary duty owed to the Corporation or its
stockholders.
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.
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ARTICLE TWELVE
The Corporation expressly elects to be governed by Section 203 of the
Delaware General Corporation Law.
ARTICLE THIRTEEN
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Amended and Restated Certificate of
Incorporation in the manner now or hereafter prescribed herein and by the laws
of the State of Delaware, and all rights conferred upon stockholders herein are
granted subject to this reservation.
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