Red Bud Illinois Hospital S-4 Registration of securities issued in business combination transactions

Exhibit 3.390

865299 OCT-8

Business ID: 939308

Date Filed: 10/08/2008 12:00 PM

C. Delbert Hosemann, Jr.

Secretary of State

F0100 OFFICE OF THE SECRETARY OF STATE P O BOX 136, JACKSON, MS 39205-0136 (601)359-1633

Mississippi LLC Certificate of Formation

The undersigned hereby executes the following document and sets forth:

(fields marked with an asterisks are required)

1. Name of the Limited Liability Company: (The name must include the words ‘‘Limited Liability Company” or the abbreviation “LLC” or “L.L.C.”)
ð *	River Oaks Hospital, LLC
2. The future effective date is       (Complete if Applicable)
3. Federal Tax ID if available (Do not put Social Security Number in the box)
ð	64-0626874
4. Name and Street Address of the Registered Agent and Registered Office is (must be in Mississippi)
ð *  Name		C T Corporation System
ð *  Physical          Address		645 Lakeland East Drive, Suite 101
ð     P.O. Box
*  City		Flowood		MS	39232
				* State	* Zip4 – Zip 5
5. If the Limited Liability Company is to have a specific date of dissolution, the latest date upon which the Limited Liability Company is to dissolve is
ð
6. Is full or partial management of the Limited Liability Company vested in a manager or managers? (Mark Appropriate box)
ð *	xYes		¨No
7. Other matters the managers or members elect to include: (Attach additional pages if necessary)
ð
ð
Rev. 02/08					1 of 2

MS035 - 02/12/2001 CT System Online

865299 OCT-8

F0100 OFFICE OF THE SECRETARY OF STATE P O BOX 136, JACKSON, MS 39205-0136 (601)359-1633

Certificate of Formation

8. Signatures: This certificate must be signed by at least one member, manager, or organizer. (If signed by “manager” box 6 on page one should be marked “yes”.) The name, title, and address of each signer should be included in the spaces indicated. This page may be duplicated for additional signatures.

* Printed Name	Timothy R. Parry	* Title	Sr. Vice President
* By: Signature	/s/ Timothy R. Parry	(please keep writing within blocks)
Street and Mailing Address
ð * Physical         Address	5811 Pelican Bay Blvd., Suite 500
ð * P. O. Box
ð * City	Naples	FL	34108
		State	Zip4 – Zip5
Printed Name		Title
By: Signature		(please keep writing within block)
Street and Mailing Address
ð Physical      Address
ð P. O. Box
ð City
		State	Zip4 – Zip5
Rev. 02/08			2 of 2

MS035 - 02/12/2001 CT System Online

865723 OCT 16

Business ID: 939308

Date Filed: 10/16/2008 05:00 PM

C. Delbert Hosemann, Jr.

Secretary of State

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE

P.O. BOX 136, JACKSON, MS 39205-0136     (601) 359-1333

Certificate of Merger

The undersigned Limited Liability Companies, pursuant to Senate Bill 2395, Chapter 402, Laws of 1994, hereby execute the following Certificate of Merger and set forth:

1. The names and jurisdiction of formation or organization of the Limited Liability Companies

River Oaks Hospital, LLC, a Delaware limited liability company (Non-Survivor)

River Oaks Hospital, LLC, a Mississippi limited liability company (Survivor)

2. The plan or agreement of merger has been approved and executed by each party to the merger

3. The name of the surviving Limited Liability Company

River Oaks Hospital, LLC

4. The future effective date is

        (Complete if applicable)

5. The plan or agreement of merger. (Attach agreement or plan)

6. The Secretary of State of Mississippi is appointed the registered agent of this Limited Liability Company for service process in a proceeding to enforce any obligation of each domestic Limited Liability Company party to the merger. (Applicable only if the surviving organization is a Foreign Limited Liability Company.)

    Name of Limited Liability Company River Oaks Hospital, LLC (DE LLC)  

By:	Signature	By: Hospital Management Associates, Inc. - Manager /s/ Timothy R. Parry	(please keep writing within blocks)
	Printed Name	Timothy R. Parry	Title	Sr. Vice President

Rev. 01/96

MS045 – 02/07/01 CT System Online

865723 OCT 16

OFFICE OF THE MISSISSIPPI SECRETARY OF STATE

P.O. BOX 136, JACKSON, MS 39205-0136     (601) 359-1333

Certificate of Merger

Street and Mailing Address

Physical Address		5811 Pelican Bay Blvd., Suite 500
P.O. Box
City, State, ZIP5, ZIP4			Naples		FL	34108     – 2710
Name of Limited Liability Company				River Oaks Hospital, LLC (MS LLC)
By:	Signature		By: Hospital Management Associates, Inc. - Manager		(please keep writing within blocks)
			/s/ Timothy R. Parry
	Printed Name		Timothy R. Parry		Title	Sr. Vice President
Street and Mailing Address
Physical Address		5811 Pelican Bay Blvd., Suite 500
P.O. Box
City, State, ZIP5, ZIP4			Naples		FL	34108     – 2710

        Rev. 01/96

MS045 - 02/09/01 CT System Online

865723 OCT 16

PLAN OF MERGER

BETWEEN

RIVER OAKS HOSPITAL, LLC

(A DELAWARELIMITEDLIABILITYCOMPANY)

AND

RIVER OAKS HOSPITAL, LLC

(A MISSISSIPPILIMITEDLIABILITYCOMPANY)

This Plan and Agreement of Merger, dated this 16^th day of October, 2008, is made pursuant to Section 79-29-209 of the Mississippi Limited Liability Company Act, betweenRiverOaks Hospital, LLC, a Delaware limited liability company andRiver Oaks Hospital, LLC, a Mississippi limited liability company.

WITNESSETH that:

WHEREAS, River Oaks Hospital, LLC is a limited liability company organized and existing under the laws of the State of Delaware, its Certificate of Formation having been filed in the Office of the Delaware Secretary of State on October 15, 2008 (together with a Certificate of Conversion of River Oaks Hospital, Inc., converting such corporation to a limited liability company, River Oaks Hospital, LLC); and

WHEREAS, River Oaks Hospital, LLC is a Limited liability company organized and existing under the laws of the State of Mississippi, its Certificate of Formation having been filed in the Office of the Mississippi Secretary of State on October 8, 2008; and

WHEREAS, the Sole Member of each constituent limited liability company deems it advisable that River Oaks Hospital, LLC, a Delaware limited liability company, be merged into River Oaks Hospital, LLC, a Mississippi limited liability company, on the terms and conditions hereinafter set forth, in accordance with the applicable statutes of Delaware and Mississippi;

NOW, THEREFORE, the limited liability companies, parties to this Agreement, in consideration of the mutual covenants, agreements and provisions hereinafter contained, do hereby prescribe the terms and conditions of said merger and mode of carrying the same into effect as follows:

ARTICLE ONE

Pursuant to the provisions of the laws of the states of Delaware and Mississippi, River Oaks Hospital, LLC, a Delaware limited liability company, hereby merges into River Oaks Hospital, LLC, a Mississippi limited liability company, which shall be the surviving limited liability company.

ARTICLE TWO

The Certificate of Formation of River Oaks Hospital, LLC, a Mississippi limited liability company, as heretofore amended, is in effect on the date of the merger provided for in this Agreement and shall continue in full force and effect as the Certificate of Formation of the limited liability company surviving this merger.

865723 OCT 16

ARTICLE THREE

The authorized ownership of each limited liability company which is a party to the merger is as follows:

(a) Health Management Associates, Inc., a Delaware corporation, is the Sole Member of River Oaks Hospital, LLC, a Delaware limited liability company, and owns one thousand (1,000) ownership units representing a 100% ownership interest in River Oaks Hospital, LLC, a Delaware limited liability company. The number of such ownership units is not subject to change prior to the effective date of the merger.

(b) Health Management Associates, Inc., a Delaware corporation, is the Sole Member of River Oaks Hospital, LLC, a Mississippi limited liability company, and owns one hundred (100) ownership units representing a 100% ownership interest in River Oaks Hospital, LLC, a Mississippi limited liability company. The number of such ownership units is not subject to change prior to the effective date of the merger.

ARTICLE FOUR

The manner of converting the ownership units of each constituent limited liability company into units or other securities of the surviving limited liability company shall be as follows:

(a) The one hundred (100) ownership units of River Oaks Hospital, LLC, a Mississippi limited liability company, which shall be issued and outstanding immediately prior to the effective date of this Agreement, shall remain issued and outstanding.

(b) The one thousand (1,000) ownership units of River Oaks Hospital, LLC, a Delaware limited liability company, outstanding immediately prior to the effective date of the merger shall be automatically cancelled and extinguished and converted into and become the right to receive one hundred (100) ownership units of River Oaks Hospital, LLC, a Mississippi limited liability company.

ARTICLE FIVE

The terms and conditions of the merger are as follows:

(a) The limited liability company agreement of River Oaks Hospital, LLC, a Mississippi limited liability company, as it shall exist on the effective date of this Agreement shall be and remain the limited liability company agreement of the surviving limited liability company until the same shall be altered, amended and repealed as therein provided.

(b) The officers of River Oaks Hospital, LLC, a Mississippi limited liability company, shall continue in office until the Manager of River Oaks Hospital, LLC, a Mississippi limited liability company, shall elect new officers.

(c) This merger shall become effective upon filing with the Secretary of State of Mississippi.

2

865723 OCT 16

(d) Upon the merger becoming effective, all the property, rights, privileges, franchises, patents, trademarks, licenses, registrations and other assets of every kind and description of the merged limited liability company shall be transferred to, vested in and devolve upon the surviving limited liability company without further act or deed and all property, rights, and every other interest of the surviving limited liability company and the merged limited liability company shall be as effectively the property of the surviving limited liability company as they were of the surviving limited liability company and the merged limited liability company respectively. The merged limited liability company hereby agrees from time to time, as and when requested by the surviving limited liability company or by its successors or assigns, to execute and deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as the surviving limited liability company may deem to be necessary or desirable in order to vest in and confirm to the surviving limited liability company title to and possession of any property of the merged limited liability company acquired or to be acquired by reason of or as a result of the merger herein provided for and otherwise to carry out the intent and purposes hereof and the proper officers of the merged limited liability company and the proper officers of the surviving limited liability company are fully authorized in the name of the merged limited liability company or otherwise to take any and all such action.

****

3

865723 OCT 16

IN WITNESS WHEREOF, the parties to this Agreement, pursuant to the approval and authority duly given by resolutions adopted by their Sole Member have caused these presents to be executed by the Senior Vice President of each party hereto as the respective act, deed and agreement of said limited liability company on this16^th day ofOctober, 2008.

RIVER OAKS HOSPITAL, LLC
(a Delaware limited liability company)
By:	/s/ Timothy R. Parry
	Timothy R. Parry
	Senior Vice President

RIVER OAKS HOSPITAL, LLC
(a Mississippi limited liability company)
By:	/s/ Timothy R. Parry
	Timothy R. Parry
	Senior Vice President

4