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Exhibit 3.1
RESTATED CERTIFICATE OF INCORPORATION
OF
COMMUNITY HEALTH SYSTEMS, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
The undersigned, Wayne T. Smith, certifies that he is the
President and Chief Executive Officer of Community Health Systems, Inc., a
corporation organized and existing under the laws of the State of Delaware (the
"Corporation"), and does hereby further certify as follows:
(1) The name of the Corporation is Community Health Systems,
Inc. The name under which the Corporation was originally incorporated was FLCH
Holdings Corp.
(2) The Corporation's original certificate of incorporation
was filed with the Secretary of the State of Delaware on June 6, 1996.
(3) This Restated Certificate of Incorporation, which
restates, integrates and further amends the certificate of incorporation of the
Corporation, was duly adopted in accordance with Sections 228, 242 and 245 of
the General Corporation Law of the State of Delaware (the "GCL").
(4) Pursuant to Section 103(d) of the GCL, this Restated
Certificate of Incorporation shall become effective at 8:59 a.m. (Eastern Time)
on June 14, 2000 (the "Effective Time").
(5) The text of the Restated Certificate of Incorporation of
the Corporation as further amended hereby is restated to read in its entirety as
follows:
FIRST: The name of the Corporation is Community Health
Systems, Inc. (the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle, Delaware 19805. The name of its registered
agent at that address is Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the GCL.
FOURTH: The total number of all shares of all classes of
capital stock which the Corporation shall have the authority to issue is
400,000,000 shares, divided into two classes, of which 300,000,000 shares of par
value $.01 per share shall be designated Common Stock, and 100,000,000 shares of
par value $.01 per share shall be designated Preferred Stock. At the Effective
Time, the terms of the Class A Common Stock shall be amended pursuant to this
Restated Certificate of Incorporation and the Class A Common Stock shall be
redesignated as Common Stock, and each issued share of such Common Stock shall
be subdivided into 119.7588 shares of Common Stock, with a par value of $.01 per
share.
A. Common Stock
1. DIVIDENDS. Subject to the preferential rights, if
any, of the Preferred Stock, the holders of shares of Common Stock shall be
entitled to receive, when and if declared by the Board of
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Directors, out of the assets of the Corporation which are by law available
therefor, dividends payable either in cash, in property, or in shares of Common
Stock.
2. VOTING RIGHTS. Except as otherwise required by law,
or this Restated Certificate of Incorporation, every holder of Common Stock
shall be entitled to one vote on each matter properly submitted to the
stockholders of the Corporation for their vote, in person or by proxy, for each
share of Common Stock standing in such holder's name on the books of the
Corporation; PROVIDED, HOWEVER, that, except as otherwise required by law,
holders of Common Stock shall not be entitled to vote on any amendment to this
Restated Certificate of Incorporation (including any Certificate of Designations
relating to any series of Preferred Stock) that relates solely to the terms of
one or more outstanding series of Preferred Stock if the holders of such
affected series are entitled, either separately or together as a class with the
holders of one or more other such series, to vote thereon by law or pursuant to
this Restated Certificate of Incorporation (including any Certificate of
Designations relating to any series of Preferred Stock).
B. Preferred Stock
1. ISSUANCE. The Board of Directors of the Corporation
is authorized, subject to limitations prescribed by law, to provide for the
issuance of shares of the Preferred Stock of the Corporation from time to time
in one or more series, each of which series shall have such distinctive
designation or title as shall be fixed by the Board of Directors prior to the
issuance of any shares thereof. Each such series of Preferred Stock shall have
such voting powers, full or limited, or no voting powers, and such preferences
and relative, participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be stated in such
resolution or resolutions providing for the issue of such series of Preferred
Stock as may be adopted from time to time by the Board of Directors prior to the
issuance of any shares thereof pursuant to the authority hereby expressly vested
in it, all in accordance with the laws of the State of Delaware. The number of
authorized shares of Preferred Stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock, without a vote of the holders of
the Preferred Stock, or of any series thereof, unless a vote of any such holders
is required pursuant to the terms of any Certificate of Designation relating to
any series of Preferred Stock.
2. AMENDMENT. Except as may otherwise be required by law
or this Restated Certificate of Incorporation, the terms of any series of
Preferred Stock may be amended without consent of the holders of any other
series of Preferred Stock or of any class of Common Stock of the Corporation.
FIFTH: The business and affairs of the Corporation shall be
managed by and under the direction of the Board of Directors. The Board of
Directors may exercise all such authority and powers of the Corporation and do
all such lawful acts and things as are not by statute or this Restated
Certificate of Incorporation directed or required to be exercised or done by the
stockholders.
A. NUMBER OF DIRECTORS. Except as otherwise fixed by or
pursuant to the provisions of this Restated Certificate of Incorporation
relating to the rights of the holders of Preferred Stock to elect directors
under specified circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors pursuant to a resolution adopted
by a majority of the then authorized number of directors of the Corporation,
whether or not there exist any vacancies in previously authorized directorships,
but in no event shall the number of directors be fewer than three. No director
need be a stockholder.
B. CLASSES AND TERMS OF DIRECTORS. The directors, other than
those who may be elected by the holders of any series of Preferred Stock under
specified circumstances, shall be divided into three classes (I, II and III), as
nearly equal in number as possible, and no class shall include less than one
director. The initial term of office for members of Class I shall expire at the
annual meeting of
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stockholders in 2001; the initial term of office for members of Class II shall
expire at the annual meeting of stockholders in 2002; and the initial term of
office for members of Class III shall expire at the annual meeting of
stockholders in 2003. At each annual meeting of stockholders beginning in 2001,
directors elected to succeed those directors whose terms expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election, and shall continue to hold office until their
respective successors are elected and qualified.
C. NEWLY-CREATED DIRECTORSHIPS AND VACANCIES. Subject to the
rights of the holders of any series of Preferred Stock then outstanding, newly
created directorships resulting from any increase in the number of directors or
any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or any other cause shall,
unless otherwise provided by law or by resolution of the Board of Directors, be
filled only by a majority vote of the directors then in office, even if less
than a quorum is then in office, or by the sole remaining director, and shall
not be filled by stockholders. Directors elected to fill a newly created
directorship or other vacancies shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor has been elected and has
qualified.
D. REMOVAL OF DIRECTORS. Subject to the rights of the holders
of any series of Preferred Stock then outstanding, the directors or any director
may be removed from office at any time, but only for cause, at a meeting called
for that purpose, and only by the affirmative vote of the holders of at least a
majority of the voting power of all issued and outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class.
E. RIGHTS OF HOLDERS OF PREFERRED STOCK. Notwithstanding the
foregoing provisions of this Article FIFTH, whenever the holders of any one or
more series of Preferred Stock issued by the Corporation shall have the right,
voting separately by series, to elect directors at an annual or special meeting
of stockholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the rights and preferences
of such Preferred Stock as set forth in this Restated Certificate of
Incorporation or in the resolution or resolutions of the Board of Directors
relating to the issuance of such Preferred Stock, and such directors so elected
shall not be divided into classes pursuant to this Article FIFTH unless
expressly provided by such rights and preferences.
F. WRITTEN BALLOT NOT REQUIRED. Elections of directors need
not to be by written ballot unless the By-laws of the Corporation shall
otherwise provide.
G. ADVANCE NOTICE. Advance notice of stockholder nominations
for the election of directors and of business to be brought by stockholders
before any meeting of the stockholders of the Corporation shall be given in the
manner provided in the By-laws of the Corporation.
SIXTH: To the fullest extent permitted under the law of the
State of Delaware, including the GCL, a director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director. Any amendment to or repeal of
this Article SIXTH shall not adversely affect any right or protection of any
director of the Corporation with respect to any acts or omissions of such
director occurring prior to such amendment or repeal. In the event that the GCL
is hereafter amended to permit further elimination or limitation of the personal
liability of directors, then the liability of a director of the Corporation
shall be so eliminated or limited to the fullest extent permitted by the GCL as
so amended without further action by either the Board of Directors or the
stockholders of the Corporation.
SEVENTH: Each person who was or is made a party or is
threatened to be made a party to or is involved (including, without limitation,
as a witness) in any threatened, pending or completed action, suit, arbitration,
alternative dispute resolution mechanism, investigation, administrative hearing
or any other proceeding, whether civil, criminal, administrative or
investigative ("Proceeding"), brought by
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reason of the fact that such person (the "Indemnitee") 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, 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 such a director or officer, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the laws of the State of
Delaware in effect on the date hereof, or as such laws may from time to time
hereafter be amended to increase the scope of such permitted indemnification,
against all expense, liability, losses and claims (including attorneys' fees,
judgments, fines, excise taxes under the Employee Retirement Income Security Act
of 1974, as amended from time to time, penalties and amounts to be paid in
settlement) actually incurred or suffered by such Indemnitee in connection with
such Proceeding.
EIGHTH: The Corporation elects not to be governed by Section
203 of the GCL.
NINTH: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to adopt,
repeal, alter, amend or rescind the By-laws of the Corporation. In addition, the
By-laws of the Corporation may be adopted, repealed, altered, amended or
rescinded by the affirmative vote of the holders of at least a majority of the
voting power of all of the issued and outstanding shares of capital stock of the
Corporation entitled to vote thereon.
TENTH: The Corporation reserves the right to repeal, alter,
amend or rescind any provision contained in this Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred on stockholders herein are granted subject to this reservation.
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IN WITNESS WHEREOF, Community Health Systems, Inc. has caused
this Restated Certificate of Incorporation to be signed by Wayne T. Smith, its
President and Chief Executive Officer, on this 9th day of June, 2000.
COMMUNITY HEALTH SYSTEMS, INC.
By: /s/ WAYNE T. SMITH
-------------------------
Name: Wayne T. Smith
Title: President and Chief Executive
Officer
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