Che State of Cexas SECRETARY OF STATE CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF HILL COUNTRY MEMORIAL HOSPITAL The undersigned, as Secretary of State of Texas, hereby certifies that Restated Articles of Incorporation of the above corporation duly executed pursuant to the provisions of the Texas Non-Profit Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Restated Articles of Incorporation and attaches hereto a copy of the Restated Articles of Incorporation. Dated: August 21, 1998 Alberto R. Gonzales Secretary of StateIL mI. ss6024 AMENDED AND RESTATED i as one cits ARTICLES OF INCORPORATION | gecretary of State of Texas AUG 21 1998 Corporations Baction INTRODUCTION Hill Country Memorial Hospital pursuant to the provisions of Articles 1396- 4.01 through 1396-4.06 of the Texas Non-Profit Corporation Act, hereby adopts these Amended and Restated Articles of Incorporation which accurately copy its original Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Amended and Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provisions thereof. AMENDMENTS All amendments made in this Amended and Restated Articles of Incorporation have been effected in conformity with provisions of Article 1396-4.06 of the ‘Texas Non-Profit Corporation Act. The following changes have been made to the Amended and Restated Articles of Incorporation dated January 30, 1996. a) Amendments of Articles Four, Five, Eight, and Nine; b) Previous Article Six now amended Article Seven; ©) Previous Article Seven now amended Article Six; d) Previous Article Ten deleted; and e) New Articles Ten, Eleven, Twelve, Thirteen, and Fourteen added. AMENDED AND RESTATED ARTICLES OF INCORPORATION Each of the said Articles hereinafter set out as the Amended and Restated Articles of Incorporation was effected in conformity with the Texas Non-Profit Corporation Act in that each of said Restated Articles was adopted at a regular meeting of the Board of Trustees of the corporation held on July 28, 1998, and at such meeting each of said Articles received the vote of a majority of the trustees in office, there being no members entitled to vote. For the purposes hereof, any reference to “Trustee” or “Trustees” means “Director” or “Directors” under the Texas Non-Profit Corporation Act. ‘The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Amended and Restated Articles of Incorporation which accurately copy the entire text thereof and all amendments thereto that are in effect to date and as further amended as above set forth.I am an officer of Hill Country Memorial Hospital, and I execute these AMENDED: AND RESTATED ARTICLES OF INCORPORATION OF, HILL COUNTRY MEMORIAL HOSPITAL, on behalf of the corporation on this 16 day of August, 1998. By: fa} Name: $2 at _ Title: __Chgtemeq o-sa24AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HILL COUNTRY MEMORIAL HOSPITAL ARTICLE ONE The name of the corporation is Hill Country Memorial Hospital (the “Corporation”), ARTICLE TWO The Corporation is a non-profit corporation. ARTICLE THREE The period of duration of the Corporation is perpetual. ARTICLE FOUR ‘The purpose for which the Corporation is formed is to engage in charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”) and to do all things necessary for and incidental to the accomplishment of the purposes and goals of the Corporation. In particular, the primary purposes of the Corporation include, but are not limited to, providing healthcare and related services to the community; carrying out scientific research and research projects in the public interest; improving and developing the capabilities of individuals and institutions studying, teaching, and practicing medicine; and engaging in the instruction of the community it, serves in the area of medical science, public health and hygiene, and related instruction useful to the individual and beneficial to the community. ‘The Corporation shall strive to fulfill, and provide access to, the preventative, restorative and palliative healthcare services needed by the communities it serves. ‘The Corporation shall have all powers and authority accorded to non-profit corporations pursuant to the Texas Non-Profit Corporation Act. Notwithstanding the provisions of this Article Four, the Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status (1) as a corporation that is exempt from federal income taxation as an organization described in Sections624 501(c\(3) of the Code or (2) as a corporation contributions to which are deductible under Section 170(c)(2) of the Code. ARTICLE FIVE The street address of the registered office of the corporation is 1020 Kerrville Highway, Fredericksburg, Texas 78624, and the name of its registered agent at such address is Jeffrey A. Bourgeois. ARTICLE SIX ‘The Corporation shall have as its sole member Hill Country Memorial Health System (the “Member”), Such Member shall have the qualifications, voting rights, powers and other rights set forth in the Bylaws of the Corporation. ARTICLE SEVEN, Except as otherwise provided in these Articles of Incorporation and in the Bylaws of the Corporation, the day-to-day operation and management of the affairs of the Corporation shall be vested in the Member. ARTICLE EIGHT In the event of dissolution of the Corporation, all of the assets, after payment of corporate debts and legal liabilities and after the return of assets held on condition requiring return, transfer or conveyance in accordance with such requirements, shall be distributed to and for the use of such organization or organizations selected by the Member which at the time of dissolution are organized or operated exclusively for charitable, religious and/or educational purposes and which have established tax exempt status under Section 501(c)(3) of the Code. The provisions of this Article VIII are included in these Articles of Incorporation in order to provide for the distribution of assets of the Corporation upon dissolution in substitution for the provisions of Article 1896-6.02A(3) of the Texas Non-Profit Corporation Act.ARTICLE NINE The Board of Trustees shall consist of three (3) members, who are the Chairman, Vice Chairman and immediate past Chairman of the board of trustees of the Member. The Board shall have such voting rights, powers, and other rights as provided in the Bylaws of the Corporation. Procedures for increase and decrease in the number of Trustees or varying or adding to the qualifications shall be as set forth in the Bylaws of the Corporation, but there shall never be less than three (3) Trustees in number. For the purposes hereof, any reference to “Trustee” or “Trustees” means “Director” or “Directors” under the Texas Non-Profit Corporation Act. ARTICLE TEN No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any Member, Trustee, officer or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and goods delivered to the Corporation, to make payments and distributions in furtherance of the purposes set forth in Article Four hereof, and the Corporation may, to the extent permitted by federal and state law applicable to the Corporation as a result of its being exempt from federal or state taxation, make donations to other charitable organizations, including its Member. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. ‘The Corporation shall not operate for the primary purpose of carrying on a trade or business for profit. ARTICLE ELEVEN ‘The Corporation shall indemnify and advance expenses to any persons who are named in any lawsuits or other proceedings as a result of their service to the Corporation as Trustees or officers to the fullest extent permitted by the laws of the State of Texas as such laws may now or hereafter exist. Any repeal or amendment of this Article shall operate prospectively only and shall not adversely affect any right to receive indemnification which then exists as a result hereof,ARTICLE TWELVE A Trustee shall not be liable to the Corporation or its Member for monetary damages for an act or omission in the Trustee's capacity as a Trustee, except to the extent otherwise required by the statutes of the State of Texas and except as may be set forth in the Corporation's Bylaws. If the Texas Miscellaneous Corporation Laws Act or any other statute of the State of Texas hereafter is amended to authorize the further elimination or limitation of the liability of Trustees of the Corporation, then the liability of a Trustee of the Corporation shall be limited to the fullest extent permitted by the statutes of the State of Texas, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of a Trustee of the Corporation provided by the foregoing provisions of this Article Twelve. Any repeal of or amendment to this Article Twelve shall be prospective only and shall not adversely affect any limitation on the liability of a Trustee of the Corporation existing at the time of such repeal or amendment. ARTICLE THIRTEEN It is hereby provided that, in accordance with Article 1396-9.10.C of the Texas Non-Profit Corporation Act, any action required to be taken at any regular or special meeting of Trustees or committee members, or any action that may be taken at any regular or special meeting of Trustees or committee members, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a sufficient number of ‘Trustees or committee members as would be necessary to take such action at a meeting at which all Trustees or members of the committee were present and voted. ARTICLE FOURTEEN ‘The power to alter, amend, or repeal these Articles shall be vested in the Member of the Corporation, in the manner set forth in the Bylaws. IN WITNESS WHEREOF, an officer of the corporation has hereunto affixed his/her signature on this / 6 day of August, 1998. HILL COUNTRY MEMORIAL HOSPITAL By: AL VS Name: Dan ittef Title: — ChaarmesChe State of Texas SECRETARY OF STATE CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION OF HILL COUNTRY MEMORIAL HOSPITAL ‘The undersigned, as Secretary of State of Texas, hereby certifies that Restated Articles of Incorporation of the above corporation duly executed pursuant to the provisions of the ‘Texas Non-Profit Corporation Act, have been received in this office and are found to conform to law. ACCORDINGLY the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Restated Articles of Incorporation and attaches hereto a copy of the Restated Articles of Incorporation. Dated: August 21, 1998 Alberto R. Gonzales Secretary of StateAMENDED AND RESTATED ke ARTICLES OF INCORPORATION | geocn® of State of Texas OF HILL COUNTRY MEMORIAL HOSPIT, AUG 21 1998 Gotparations Ssetien INTRODUCTION Hill Country Memorial Hospital pursuant to the provisions of Articles 1396- 4.01 through 1396-4.06 of the Texas Non-Profit Corporation Act, hereby adopts these Amended and Restated Articles of Incorporation which accurately copy its original Articles of Incorporation and all amendments thereto that are in effect to date and as further amended by such Amended and Restated Articles of Incorporation as hereinafter set forth and which contain no other change in any provisions thereof. AMENDMENTS All amendments made in this Amended and Restated Articles of Incorporation have been effected in conformity with provisions of Article 1396-4.06 of the ‘Texas Non-Profit Corporation Act. The following changes have been made to the Amended and Restated Articles of Incorporation dated January 30, 1996. a) Amendments of Articles Four, Five, Hight, and Nine; b) Previous Article Six now amended Article Seven; c) Previous Article Seven now amended Article Six; d) Previous Article Ten deleted; and e) New Articles Ten, Eleven, Twelve, Thirteen, and Fourteen added. AMENDED AND RESTATED ARTICLES OF INCORPORATION Each of the said Articles hereinafter set out as the Amended and Restated Articles of Incorporation was effected in conformity with the Texas Non-Profit Corporation Act in that each of said Restated Articles was adopted at a regular meeting of the Board of ‘Trustees of the corporation held on July 28, 1998, and at such meeting each of said Articles received the vote of a majority of the trustees in office, there being no members entitled to vote. For the purposes hereof, any reference to “Trustee” or “Trustees” means “Director” or “Directors” under the Texas Non-Profit Corporation Act. ‘The Articles of Incorporation and all amendments and supplements thereto are hereby superseded by the following Amended and Restated Articles of Incorporation which accurately copy the entire text thereof and all amendments thereto that are in effect to date and as further amended as above set forth.I am an officer of Hill Country Memorial Hospital, and I execute these AMENDED: AND RESTATED ARTICLES OF INCORPORATION OF), HILL COUNTRY MEMORIAL HOSPITAL, on bebalf of the corporation on this_/@“ day of August, 1998, By: ‘77. Name: Dan 1. ¥ fe Title: _2Agremen 656245624 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF HILL COUNTRY MEMORIAL HOSPITAL ARTICLE ONE The name of the corporation is Hill Country Memorial Hospital (the “Corporation”. ARTICLE TWO ‘The Corporation is a non-profit corporation. ARTICLE THREE ‘The period of duration of the Corporation is perpetual. ARTICLE FOUR The purpose for which the Corporation is formed is to engage in charitable purposes within the meaning of Section 501(c)3) of the Internal Revenue Code of 1986 (the “Code”) and to do all things necessary for and incidental to the accomplishment of the purposes and goals of the Corporation. In particular, the primary purposes of the Corporation include, but are not limited to, providing healthcare and related services to the community; carrying out scientific research and research projects in the public interest; improving and developing the capabilities of individuals and institutions studying, teaching, and practicing medicine; and engaging in the instruction of the community it serves in the area of medical science, public health and hygiene, and related instruction useful to the individual and beneficial to the community. The Corporation shalll strive to fulfill, and provide access to, the preventative, restorative and palliative healthcare services needed by the communities it serves. The Corporation shall have all powers and authority accorded to non-profit corporations pursuant to the Texas Non-Profit Corporation Act. Notwithstanding the provisions of this Article Four, the Corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status (1) as a corporation that is exempt from federal income taxation as an organization described in Section555624 501(c)(3) of the Code or (2) as a corporation contributions to which are deductible under Section 170(c\2) of the Code. ARTICLE FIVE The street address of the registered office of the corporation is 1020 Kerrville Highway, Fredericksburg, Texas 78624, and the name of its registered agent at such address is Jeffrey A. Bourgeois. ARTICLE SIX The Corporation shall have as its sole member Hill Country Memorial Health System (the “Member”). Such Member shall have the qualifications, voting rights, powers and other rights set forth in the Bylaws of the Corporation, ARTICLE SEVEN Except as otherwise provided in these Articles of Incorporation and in the Bylaws of the Corporation, the day-to-day operation and management of the affairs of the Corporation shall be vested in the Member. ARTICLE EIGHT In the event of dissolution of the Corporation, all of the assets, after payment of corporate debts and legal liabilities and after the return of assets held on condition requiring return, transfer or conveyance in accordance with such requirements, shall be distributed to and for the use of such organization or organizations selected by the Member which at the time of dissolution are organized or operated exclusively for charitable, religious and/or educational purposes and which have established tax exempt status under Section 501(cX8) of the Code. The provisions of this Article VIII are included in these Articles of Incorporation in order to provide for the distribution of assets of the Corporation upon dissolution in substitution for the provisions of Article 1396-6.02A(3) of the Texas Non-Profit Corporation Act.ess5024 ARTICLE NINE ‘The Board of Trustees shall consist of three (3) members, who are the Chairman, Vice Chairman and immediate past Chairman of the board of trustees of the Member. The Board shall have such voting rights, powers, and other rights as provided in the Bylaws of the Corporation. Procedures for increase and decrease in the number of Trustees or varying or adding to the qualifications shall be as set forth in the Bylaws of the Corporation, but there shall never be less than three (3) Trustees in number. For the purposes hereof, any reference to “Trustee” or “Trustees” means “Director” or “Directors” under the Texas Non-Profit Corporation Act. ARTICLE TEN No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to any Member, Trustee, officer or other private person, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and goods delivered to the Corporation, to make payments and distributions in furtherance of the purposes set forth in Article Four hereof, and the Corporation may, to the extent permitted by federal and state law applicable to the Corporation as a result of its being exempt from federal or state taxation, make donations to other charitable organizations, including its Member. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not, participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. ‘The Corporation shall not operate for the primary purpose of carrying on a trade or business for profit. ARTICLE ELEVEN ‘The Corporation shalll indemnify and advance expenses to any persons who are named in any lawsuits or other proceedings as a result of their service to the Corporation as Trustees or officers to the fullest extent permitted by the laws of the State of Texas as such laws may now or hereafter exist. Any repeal or amendment of this Article shall operate prospectively only and shall not adversely affect any right to receive indemnification which then exists as a result hereof.ARTICLE TWELVE A Trustee shall not be liable to the Corporation or its Member for monetary damages for an act or omission in the Trustee's capacity as a Trustee, except to the extent otherwise required by the statutes of the State of Texas and except as may be set forth in the Corporation's Bylaws. If the ‘Texas Miscellaneous Corporation Laws Act or any other statute of the State of Texas hereafter is amended to authorize the further elimination or limitation of the liability of Trustees of the Corporation, then the liability of a Trustee of the Corporation shall be limited to the fullest extent permitted by the statutes of the State of Texas, as so amended, and such elimination or limitation of liability shall be in addition to, and not in lieu of, the limitation on the liability of a Trustee of the Corporation provided by the foregoing provisions of this Article Twelve. Any repeal of or amendment to this Article Twelve shall be prospective only and shall not adversely affect any limitation on the liability of a Trustee of the Corporation existing at the time of such repeal or amendment. ARTICLE THIRTEEN It is hereby provided that, in accordance with Article 1396-9.10.C of the Texas Non-Profit Corporation Act, any action required to be taken at any regular or special meeting of Trustees or committee members, or any action that may be taken at any regular or special meeting of Trustees or committee members, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a sufficient number of Trustees or committee members as would be necessary to take such action at a meeting at which all Trustees or members of the committee were present and voted. ARTICLE FOURTEEN The power to alter, amend, or repeal these Articles shall be vested in the Member of the Corporation, in the manner set forth in the Bylaws. IN WITNESS WHEREOF, an officer of the corporation has hereunto affixed his/her signature on this 78 day of August, 1998. HILL COUNTRY MEMORIAL HOSPITAL By: AL LOBEL Nene aie Title: Charme