Exhibit 3.216
ROSS MILLER Secretary of State |
| SCOTT W. ANDERSON Deputy Secretary for Commercial Recordings |
Certified Copy
November 2, 2011
| Job Number: | C20111031-1305 | |
| Reference Number: | 00003296455-74 | |
| Expedite: | ||
| Through Date: |
The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.
| Document Number(s) | Description | Number of Pages | ||
C11431-1993-001 | Articles of Incorporation | 1 Pages/1 Copies | ||
20090876702-41 | Convert In | 5 Pages/1 Copies | ||
20090876703-52 | Articles of Organization | 2 Pages/1 Copies |
Certified By: Chris Thomann Certificate Number: C20111031-1305 You may verify this certificate online athttp://www.nvsos.gov/ | Respectfully,
/s/ Ross Miller ROSS MILLER Secretary of State |
Commercial Recording Division
202 N. Carson Street
Carson City, Nevada 89701-4069
Telephone (775) 684-5708
Fax (775) 684-7138
| 1. | Name and jurisdiction of organization of constituent entity and resulting entity: |
| NC-DSH, Inc. |
| Name of constituent entity |
Nevada | Corporation | |
Jurisdiction | Entity type * |
| and, |
| NC-DSH, LLC |
| Name of resulting entity |
Nevada | Limited liability company | |
Jurisdiction | Entity type * |
| 2. | A plan of conversion has been adopted by the constituent entity in compliance with the law of the jurisdiction governing the constituent entity. |
| 3. | Location of plan of conversion: (check one) |
| x | The entire plan of conversion is attached to these articles. |
| ¨ | The complete executed plan of conversion is on file at the registered office or principal place of business of the resulting entity. |
| ¨ | The complete executed plan of conversion for the resulting domestic limitedpartnership ison file at the records office required by NRS 88.330. |
| * | corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust. |
This form must be accompanied by appropriate fees. | Nevada Secretary of State 92A Conversion Page 1 Revised: 3-26-09 |
USE BLACK INK ONLY - DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
| 4. | Forwarding address where copies of process may be sent by the Secretary of State ofNevada (if aforeign entity is the resulting entity in the conversion): |
| Attn: |
| c/o: |
| 5. | Effective date of conversion (optional) (not to exceed 90 days after the articles are filed pursuant to NRS 92A.240)*12/31/2009 |
| 6. | Signatures - must be signed by: |
1. If constituent entity is a Nevada entity: an officer of each Nevada corporation; all general partners of each Nevada limited partnership or limited-liability limited partnership; a manager of each Nevada limited-liability company with managers or one member if there are no managers; a trustee of each Nevada business trust; a managing partner of a Nevada limited-liability partnership (a.k.a. general partnership governed by NRS chapter 87).
2. If constituent entity is a foreign entity: must be signed by the constituent entity in the manner provided by the law governing it.
| NC-DSH, LLC |
| Name ofconstituent entity |
| Senior VP & Secretary | 12.15.09 | ||
Signature | Title | Date |
| * | Pursuant to NRS 92A.205(4) if the conversion takes effect on a later date specified in the articles of conversion pursuant to NRS 92A.240, the constituent document filed with the Secretary of State pursuant to paragraph (b) subsection 1 must state the name and the jurisdiction of the constituent entity and that the existence of the resulting entity does not begin until the later date. This statement must be included within the resulting entity’s articles. |
FILING FEE: $350.00
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. | Nevada Secretary of State 92A Conversion Page 2 Revised: 3-26-09 |
AGREEMENT AND PLAN OF CONVERSION
THIS AGREEMENT AND PLAN OF CONVERSION is entered into as of this 15th day of December, 2009, by and among NC-DSH, Inc., a Nevada corporation (the “Corporation”), each of its undersigned directors (each a “Director” and collectively, the “Board”) and its sole shareholder (the “Shareholder”).
BACKGROUND
A. The undersigned Directors comprise the Board of Directors of the Corporation.
B. The undersigned Shareholder is the sole shareholder in the Corporation.
C. The Board and the Shareholder desire to convert the Company to a limited liability company (the “Company”) governed by the Nevada Limited Liability Act (the “Act”) and to have the Company engage in any business permitted under the Act, with the conversion of the Corporation to the Company (the “Conversion”) to occur at 11:59 P.M. Eastern Standard Time, December 31, 2009 (the “Effective Date”).
D. This Agreement is being entered into for the sole purpose of setting forth the agreement as to the conversion of the Corporation to the Company under NRS Chapter 92A and to authorize the conversion as of the Effective Date.
NOW, THEREFORE, in consideration of the foregoing and the terms and conditions contained herein, the parties agree as follows:
1.Articles of Conversion. The Board shall cause Articles of Conversion to be duly executed and filed with the Nevada Secretary of State in accordance with NRS 92A.205.
2.Exchange of Stock for Membership Interest. Upon Conversion, the Shareholder hereby agrees to exchange its stock in the Corporation for membership interest in the Company. The Shareholder hereby agrees to assign and transfer to the Company its stock in exchange for issuance to it of the Company’s membership interest as follows: Prior to this exchange, the Shareholder shall own 100% of the issued and outstanding stock of the Corporation and immediately after the exchange, the Shareholder shall own 100% of the membership interests in the Company. Any existing stock certificates shall be canceled and certificates representing the Shareholder’s membership interest ownership shall be issued in place thereof.
3.Board/Operating Agreement. The Managers of the Company shall be known as the “Board of Directors” and shall initially consist of the current Board. The Board of Directors shall adopt the Operating Agreement of the Company which will be kept with the Company’s corporate records.
4.Execution of Documents. The undersigned parties agree to execute whatever documents are necessary and desirable to carry out the purposes and intent of this Agreement, including, without limitation, any necessary or desirable consent resolution. In the event, for any
reason whatsoever, that any of the undersigned parties shall neglect, refuse, or fail to execute any document that is required or which may be expedient to implement the provisions and intent of this Agreement, then this Agreement shall act in place thereof and shall have the same effect as if such document were executed.
5.Transfer of Assets and Liabilities. The undersigned parties hereby acknowledge and agree that pursuant to NRS 92A.250 and without any action on the part of the Corporation, the Company, the Board or the Shareholder, as of the Effective Date, all of the assets and liabilities of the Corporation, of whatever kind or nature, and including all rights in the property owned by the Corporation, shall be transferred to the Company, all of the liabilities and obligations, of whatever kind or nature, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, of the Corporation shall be assumed by the Company, and the Company shall continue to carry on its business as heretofore conducted by the Corporation. The Board is hereby authorized to take any and all action necessary or appropriate and to execute and deliver any and all documents as he may deem necessary or appropriate, to effect the conversion of the Corporation to the Company under the NRS Chapter 92A in accordance with this Agreement.
6.Termination of Bylaws. The undersigned, being all the parties to those certain Bylaws on file in the corporate records of the Corporation (the “Bylaws”), pertaining to the shares and operation of the Corporation, hereby agree that the Bylaws shall automatically terminate upon the Conversion, and that all duties and obligations arising out of the Bylaws shall be deemed to have been satisfied in full (the “Termination”). Additionally, at the Termination, any other agreements pertaining to the operation or governance of the Corporation, including but not limited to any Shareholders Agreement, are also automatically terminated and any duties and obligations therein are deemed to be satisfied in full. Each of the undersigned hereby acknowledge and agree that, effective upon the Termination, he/she/they are irrevocably and unconditionally releasing and waiving any and all rights under the Bylaws or any other agreements pertaining to the operation or governance of the Corporation.
7.Miscellaneous.
A.Benefit and Assignment. This Agreement shall be binding upon and inure to the benefit of the Corporation and its respective successors, assigns, guardians, heirs and legal representatives.
B.Severabilitv. All the clauses of this Agreement are distinct and severable and, if any clause shall be deemed illegal, void or unenforceable, it shall not affect the validity, legality or enforceability of any other clause or provision of this Agreement.
C.Construction. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter. The headings used in this Agreement have been inserted for convenience and do not constitute provisions to be construed or interpreted in connection with this Agreement.
D.Entire Agreement and Amendment. This Agreement contains the entire agreement with respect to the matters described herein and is a complete and exclusive statement of the terms thereof and supersedes all previous agreements with respect to such matters. This Agreement may not be altered or modified except by a writing signed by all parties to the Agreement.
E.Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to it conflicts of laws principles. Any disputes arising out of or relating to this Agreement shall be brought in any court of competent jurisdiction in the County of Clark in the State of Nevada.
IN WITNESS WHEREOF, the Corporation, the Board and the Shareholder have executed and delivered this Agreement and Plan of Conversion as of the date first set forth above.
CORPORATION: NC-DSH, Inc. | COMPANY: NC-DSH, LLC | |||||||
By: | /s/ Rachel A. Seifert | By: | /s/ Rachel A. Seifert | |||||
Name: | Rachel A. Seifert | Name: | Rachel A. Seifert | |||||
Its: | Senior VP & Secretary | Its: | Senior VP & Secretary | |||||
BOARD: | ||||||||
/s/ W. Larry Cash | /s/ Martin G. Schweinhart | |||||||
Name: | W. Larry Cash, Director | Name: | Martin G. Schweinhart, Director | |||||
/s/ Rachel A. Seifert | ||||||||
Name: | Rachel A. Seifert, Director | |||||||
SHAREHOLDER: | ||||||||
QHG Georgia Holdings, Inc. | ||||||||
By: | /s/ Rachel A. Seifert | |||||||
Name: | Rachel A. Seifert | |||||||
Its: | Senior VP & Secretary | |||||||
8.Indemnification. A manager of the Company shall not be personally liable to the Company or its Members for damages for breach of fiduciary duty as a director or officer, except that this Article shall not eliminate or limit the liability of a director or officer where it is proven that: (i) his act or failure to act constituted a breach of his fiduciary duties as a manager or member; and (ii) his breach of those duties involved intentional misconduct, fraud or a knowing violation of law. Nothing in this Article shall be construed as limiting the protection of managers and the Company from personal liability as may be further provided by the Nevada Revised Statutes.
9.Operating Agreement. The Managers and Members may enter an operating agreement from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted under the laws of the State of Nevada, and may cause the Company to purchase and maintain insurance on behalf of any person who is or was a manager of the Company, or is or was serving at the request of the Company as a manager of another Company, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Company would have the power to indemnify such person.
10.Organization Date. The Company shall be organized as of December 31, 2009 by the conversion of NC-DSH, Inc., a Nevada corporation, to NC-DSH, LLC, a Nevada limited liability company.