Exhibit 3.40
101214000537
E-12
ARTICLES OF ORGANIZATION
OF
NYRTMS, LLC
(Under Section 203 of the Limited Liability Company Law of the State of New York)
FIRST: |
| The name of the limited liability company (hereinafter referred to as the “Company”) is: |
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NYRTMS, LLC | ||
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SECOND: |
| The county within this state in which the office of the Company is to be located is Westchester. |
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THIRD: |
| The Secretary of State is designated as agent of the Company upon whom process against it may be served. The post office address within or without this state to which the Secretary of State shall mail a copy of any process against the Company served upon him or her is: |
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Corporation Service Company | ||
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FOURTH: |
| The Company is to be managed by one or more managers. |
DATED: | December 9, 2010 | /s/ Molly Rush |
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| Molly Rush |
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| Organizer |
101214000537
101214000537
ARTICLES OF ORGANIZATION
OF
NYRTMS, LLC
(Under Section 203 of the Limited Liability Company Law of the State of New York)
RECEIVED
2010 DEC 14 AM 11:02
FILED
2010 DEC 14 PM 12:28
FILED BY:
GARFUNKEL WILD, P.C.
ATTORNEYS AT LAW
111 GREAT NECK ROAD
GREAT NECK, NY 11021
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
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| FILED DEC 14 2010 | |
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| Tax $ |
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E-12 |
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DRAWDOWN | BY: | /s/ Authorized Signatory |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of |
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/s/ Daniel E. Shapiro | |
Daniel E. Shapiro |
Rev. 06/07
101229000570
CERTIFICATE OF MERGER
OF
NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED
AND
NYRTMS, LLC
INTO
NYRTMS, LLC
(Under Section 1003 of the Limited Liability Company Law of the State of New York)
FIRST: The names and jurisdictions of formation or organization of each entity which is to merge are as follows:
New York Radiation Therapy Management Services, Incorporated, a New York corporation; and
NYRTMS, LLC, a New York limited liability company.
SECOND: The date of formation for each entity which is to merge is as follows:
New York Radiation Therapy Management Services, Incorporated: July 20,1997; and
NYRTMS, LLC: December 14, 2010.
THIRD: The name of the surviving domestic limited liability company is NYRTMS, LLC.
FOURTH: The agreement of merger has been approved, confirmed and executed by New York Radiation Therapy Management Services, Incorporated and NYRTMS, LLC.
FIFTH: The effective date of the merger shall be December 31, 2010.
SIXTH: The Secretary of State is designated as agent of the surviving limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process against the limited liability company serviced upon him or her is:
Corporation Service Company
80 State Street
Albany, New York 12207-2543
SEVENTH: The agreement of merger is on file at the following place of business of the surviving domestic limited liability company:
1010 Northern Boulevard
Suite 314
Great Neck, New York 11021
101229000570
EIGHTH: A copy of the agreement of merger will be furnished by the surviving domestic limited liability company on request and without cost to any member of any domestic limited liability company or to any person holding an interest in any other business entity that is to merger pursuant to such agreement.
NINTH: Paragraph 1 of the Articles of Organization of NYRTMS, LLC, which sets forth the name of the surviving limited liability company, is hereby amended to read in its entirety as follows:
“FIRST: The name of the limited liability company (hereinafter referred to as “Company”) is:
NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, LLC”
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Merger as of December 23, 2010.
| New York Radiation Therapy Management Services, Incorporated | |
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| By: | /s/ Jeffrey A. Pakrosnis |
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| Name: Jeffrey A. Pakrosnis |
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| Title: Treasurer |
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| NYRTMS, LLC | |
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| By: | /s/ Daniel E. Dosoretz |
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| Name: Daniel E. Dosoretz, M.D. |
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| Title: President |
| 101229000570 |
CERTIFICATE OF MERGER
OF
NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, INCORPORATED
AND
NYRTMS, LLC
INTO
NYRTMS, LLC
(Under Section 1003 of the Limited Liability Company Law of the State of New York)
| FILED |
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| 2010 DEC 29 PM 12:51 |
FILED BY:
GARFUNKEL WILD, P.C.
ATTORNEYS AT LAW
111 GREAT NECK ROAD
GREAT NECK, NY 11021
E-12
DRAWDOWN
RECEIVED |
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2010 DEC 28 PM 2:02 |
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| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
| FILED | |
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| DEC 29 2010 | |
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| TAX $ | |
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| BY: | /s/ Authorized Signatory |
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is a true copy of said original.
| WITNESS my hand and official seal of |
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/s/ Daniel E. Shapiro | |
Daniel E. Shapiro | |
First Deputy Secretary of State |
Rev. 06/07
110301000328
New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
Albany, NY 12231
www.dos.state.ny.us
CERTIFICATE OF PUBLICATION
OF
NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, LLC
(Name of Domestic Limited Liability Company)
Under Section 206 of the Limited Liability Company Law
The undersigned is the Authorized Person
(Title)
NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, LLC of
(Name of Domestic Limited Liability Company)
If the name of the limited liability company has changed, the name under which it was organized is: NYRTMS, LLC
The articles of organization were filed by the Department of State on: 12/14/2010
The published notices described in the annexed affidavits of publication contain all of the information required by Section 206 of the Limited Liability Company Law.
The newspapers described in such affidavits of publication satisfy the requirements set forth in the Limited Liability Company Law and the designation made by the county clerk.
I certify the foregoing statements to be true under penalties of perjury.
02/08/2011
(Date)
/s/ NICOLE GADE |
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(Signature) |
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NICOLE GADE
(Type or Print Name)
/s/ Authorized Signatory |
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110301000328
Affidavit of Publication
Under Section 206 of the
Limited Liability Company Law
State of New York
County of Westchester, ss.:
NOTICE OF FORMATION of NYRTMS, LLC, a domestic LLC. Arts. of Org. filed with the SSNY on 12/14/2010. Office location: Westchester County. SSNY has been designated as agent upon whom process against the LLC may be served. SSNY shall mail a copy of process to: Corporation Service Company, 80 State Street, Albany, NY 12207, Purpose: Any Lawful Purpose. 1621981 d22-Wj26
The undersigned is the Publisher of the NEW YORK LAW JOURNAL, a Daily Newspaper published in New York, New York. A notice regarding NYRTMS, LLC was published in said newspaper once in each week for six successive weeks, commencing on 12/22/10 and ending on 01/26/11. The Text of the Notice as published in said newspaper is as set forth below. This newspaper has been designated by the Clerk of Westchester County for this purpose.
Stephen Lincoln Publisher
/s/ Paul Glaro |
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By: Paul Glaro Authorized Designee of the Publisher |
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SWORN TO BEFORE ME, this 26th day of January,
2011
/s/ Cynthia Byrd |
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Notary / Cynthia Byrd |
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Cynthia Byrd |
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Notary Public, State of New York |
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No. 01BY6056945 |
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Qualified in Kings County |
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Commission Expires April 09, 2011 |
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Westchester County Business Journal
3 Gannett Drive
White Plains, New York 10604
Affidavit of Publication
Under Section 206 of the Limited Liability Company Law
State of New York
County of Westchester, ss.:
The undersigned is the Publisher of the WESTCHESTER COUNTY BUSINESS JOURNAL, a weekly Newspaper published in the City of White Plains, county of Westchester and State of New York. A notice regarding NYRTMS, LLC was published in said newspaper once in each week for six successive weeks, commencing on 12.27.2010 and ending on 01.31.2011. The text of the notice as published in said newspaper is as set forth below. This newspaper has been designated by the Clerk of Westchester County for this purpose.
| By: | /s/ BARBARA HANLON |
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| BARBARA HANLON |
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AUTHORIZED DESIGNEE OF DOLORES DELBELLO.
PUBLISHER OF THE WESTCHESTER COUNTY BUSINESS JOURNAL
sworn to before me this 31 day of Jan 2011
| /s/ MARIE T. ORSER |
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| Notary Public Westchester County |
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MARIE T. ORSER
NOTARY PUBLIC, State of New York
No. 01OR6053542
Qualified in Putnam County
Commission Expires on January 16, 2015
Notice of Formation of NYRTMS LLC, a domestic LLC. Arts. of Org. filed with the SSNY on 12/14/2010. Office location: Westchester County. SSNY has been designated as agent upon whom process against the LLC may be served. SSNY shall mail a copy of process to: Corporation Service Company, 80 State Street, Albany, NY 12207. Purpose: Any Lawful Purpose.
Ad# 56358
110301000328
CERTIFICATE OF PUBLICATION
OF
NEW YORK RADIATION THERAPY MANAGEMENT SERVICES, LLC
(Name of Domestic Limited Liability Company)
Under Section 206 of the Limited Liability Company Law
RECEIVED |
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2011 MAR–1 AM 9:11 |
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Filed by: GARFUNKEL WILD, P.C. - ATTN SUSAN KLEIN
(Name)
111 GREAT NECK ROAD
(Mailing Address)
GREAT NECK, NY 11021
(City, State and Zip Code)
HUBCO #29
DRAWDOWN
Note: This form was prepared by the New York State Department of State for filing a certificate of publication for a domestic limited liability company. You are not required to [ILLEGIBLE] this form. You may draft your own form or use forms available from legal [ILLEGIBLE]. The Department of State recommends that legal documents be prepared under the guidance of an attorney.
For DOS Use only
| STATE OF NEW YORK | |
| DEPARTMENT OF STATE | |
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| FILED MAR 01 2011 | |
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| TAX $ |
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| By: | /s/ Authorized Signatory |
FILED
2011 MAR–1 PM 1:22
Attach this page after the affidavits of publication.