SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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         9. All corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Corporation shall be managed under the
direction of, a Board of Directors consisting of not less than three nor more
than twelve directors, the exact number of Directors to be determined in the
manner provided in the Bylaws of the Corporation. The Board of Directors shall
be divided into three classes, designated Class I, Class II and Class III. Each
class shall consist, as nearly as possible, of one-third of the total number of
Directors constituting the entire Board of Directors. Each class of Directors
shall be elected for a three-year term, except at the 1997 annual meeting of
shareholders, Class I Directors shall be elected for a one-year term; Class II
Directors shall be elected for a two-year term; and Class III Directors shall be
elected for a three-year term. If the number of Directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of Directors in each class as nearly equal as possible, and any
additional Director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
Directors shorten the term of any incumbent Director. A Director shall hold
office until the annual meeting for the year in which his term expires and until
his successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office.

         A Director may be removed from office but only for "cause" by the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote for the election of Directors, considered for this purpose as
one class. "Cause" shall be defined for purposes of this Section 9 as (i) a
felony conviction of a Director or the failure of a Director to contest
prosecution for a felony; (ii) conviction of a crime involving moral turpitude;
or (iii) willful and continued misconduct or gross negligence by a Director in
the performance of his duties as a director.

         Notwithstanding any other provisions of this Charter, the affirmative
vote of holders of two-thirds of the voting power of the shares entitled to vote
at an election of Directors shall be required to amend, alter, change or repeal,
or to adopt any provisions as part of this Charter or as part of the
Corporation's Bylaws inconsistent with the purpose and intent of, this Article
9.

         10. To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof and as hereafter amended from
time to time, a Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director. If the Tennessee Business Corporation Act or any successor
statute is amended after adoption of this provision 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 Tennessee Business Corporation Act, as so
amended from time to time, or such successor statute. Any repeal or modification
of this Article 10 by the shareholders of the Corporation shall not affect
adversely any right or protection of a Director of the Corporation existing at
the time of such repeal or modification or with respect to events occurring
prior to such time.
    



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