Exhibit 3.14
D PC | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 |
Articles of Entity Conversion of a
Domestic Business Corporation to a
Domestic Other Entity
(General Laws Chapter 156D, Section 9.53; 950 CMR 113.29)
| (1) | Exact name of corporation prior to conversion:Oakhurst Manor Nursing Center Corp. |
| (2) | Registered office address:84 State Street, Boston, MA 02109 |
(number, street, city or town, state, zip code)
| (3) | New name after conversion, which shall satisfy the organic law of the surviving entity: |
Oakhurst Manor Nursing Center LLC
| (4) | New type of entity:Limited Liability Company |
| (5) | The plan of entity conversion was duly approved by the shareholders, and where required, by each separate voting group in the manner required by G.L. Chapter 156D and the articles of organization. |
| (6) | Attach any additional sheets containing all information required to be set forth in the public organic document of the surviving entity. |
| (7) | The conversion of the corporation shall be effective at the time and on the date approved by the Division, unless a later effective date is specified in accordance with the organic law of the surviving entity:December 31, 2008 |
| Signed by: | /s/ Michael T. Berg | , | ||
| (signature of authorized individual) |
(Please check appropriate box)
| ¨ | Chairman of the board of directors, |
| ¨ | President, |
| x | Other officer, |
| ¨ | Court-appointed fiduciary, |
on this9th day ofDecember,2008
OAKHURST MANOR NURSING CENTER CORP.
PLAN OF ENTITY CONVERSION
As of December 9, 2008
This Plan of Entity Conversion is adopted as of the date first written above by Oakhurst Manor Nursing Center Corp., a Massachusetts corporation (the “Company”).
WHEREAS, Harborside Healthcare Corporation, a Delaware corporation (the “Parent”) is the sole shareholder of the Company; and
WHEREAS, the Parent deems it to be in the best interests of the Parent and of the Company that the Company be converted, pursuant to the General Laws of Massachusetts, from a business corporation to a limited liability company (the “Conversion”).
NOW THEREFORE, in consideration of the benefits to be derived from the Conversion, the Company hereby adopts the following Plan of Entity Conversion:
1. The Company will be a Massachusetts limited liability company.
2. the Conversion shall be come effective on December 31, 2008 (the “Effective Date”).
3. As of the Effective Date, the name of the Company shall be changed to “Oakhurst Manor Nursing Center LLC”.
4. As of the Effective Date, all outstanding shares of the Company’s stock held by the Parent (which shares represent 100% of the issued and outstanding stock of the Company) shall be converted into a 100% membership interest in the Company.
5. As of the Effective Date, the Certificate of Organization, as filed with the Secretary of State of Massachusetts on December 31, 2008 and as attached hereto asExhibit B, shall become the governing organic document of the Company.
IN WITNESS WHEREOF, the Company has executed this Plan of Entity Conversion as of the 31st day of December, 2008.
HARBORSIDE HEALTHCARE CORPORATION | ||
| By: | /s/ Michael T. Berg | |
| Michael T. Berg, Secretary | ||
| D | The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512 |
Limited Liability Company
Certificate of Organization
(General Laws Chapter 156C, Section 12)
Federal Identification No.:04-3072232
| (1) | The exact name of the limited liability company: |
Oakhurst Manor Nursing Center LLC
| (2) | The street address of the office in the commonwealth at which its records will be maintained: |
155 Federal St., Suite 1100
Boston, MA 02110
| (3) | The general character of the business: |
long term care provider
| (4) | Latest date of dissolution, if specified: |
| (5) | The name and street address, of the resident agent in the commonwealth: |
| NAME | ADDRESS | |
| Corporation Service Company | 84 State Street Boston, MA 02109 | |
| (6) | The name and business address, if different from office location, of each manager, if any: |
| NAME | ADDRESS |
| (7) | The name and business address, if different from office location, of each person in addition to manager(s) authorized to execute documents filed with the Corporations Division, and at least one person shall be named if there are no managers: |
| NAME | ADDRESS | |
| Michael T. Berg, | 101 Sun Ave. NE Albuquerque, NM 87109 | |
| (8) | The name and business address, if different from office location, of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property recorded with a registry of deeds or district office of the land court: |
| NAME | ADDRESS | |
| Michael T. Berg | 101 Sun Ave. NE Albuquerque, NM 87109 | |
| (9) | Additional matters: |
Effective date of formation is December 31, 2008.
| Signed by (by at least one authorized signatory): | /s/ Michael T. Berg |
Consent of resident agent:
ICorporation Service Company, resident agent of the above limited liability company, consent to my appointment as resident agent pursuant to G.L. c 156C § 12*
| * | or attach resident agent’s consent hereto. |
COMMONWEALTH OF MASSACHUSETTS
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
Articles of Entity Conversion of a
Domestic Business Corporation to a
Domestic Other Entity
(General Laws Chapter 156D, Section 9.53; 950 CMR 113.29)
| 1 hereby certify that upon examination of these articles of conversion, duly submitted to me, it appears that the provisions of the General Laws relative thereto have been complied with, and I hereby approve said articles; and the filing fee in the amount of $ having been paid, said articles are deemed to have been filed with me this day of , 20 , at a.m./p.m. | ||
| time | ||
| Effective date: | ||
(must be within 90 days of date submitted) | ||
| WILLIAM FRANCIS GALVIN | ||
| Secretary of the Commonwealth | ||
| ||
| Examiner | Filing fee: Minimum $250 | |
| ||
| Name approval | TO BE FILLED IN BY CORPORATION | |
| Contact Information: | |
| C | ||
|
Legal Department | |
| M |
101 Sun Ave. NE | |
Albuquerque, NM 87109 | ||
Telephone:505-821-3355 | ||
Email:anne.rider@sunh.com | ||
Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor.
If the document is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue. | ||