Exhibit 3.33
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:Bay Tree 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: |
Bay Tree 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: |
| 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 this3rd day ofSeptember,2010
5
P.C.
BAY TREE NURSING CENTER CORP.
PLAN OF ENTITY CONVERSION
As of September 30, 2010
This Plan of Entity Conversion is adopted as of the date first written above by Bay Tree 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 become effective on October 1, 2010 (the “effective date”).
3. As of the Effective Date, the name of the Company shall be changed to “Bay Tree 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, in the form attached hereto which shall be filed with the Secretary of State of Massachusetts, shall become the governing organic document of the Company.
IN WITNESS WHEREOF, the Company has executed this Plan of Entity Conversion as of the 3rd day of September, 2010.
| HARBORSIDE HEALTHCARE CORPORATION | ||
| By: | /s/ Michael T. Berg | |
| Michael T. Berg Secretary | ||
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)
| I 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 $700 having been paid, said articles are deemed to have been filed with me this1 day ofOct, 2010, at1120 a.m./p.m. | ||
time | ||
| Effective date:October 1 2010 | ||
(must be within 90 days of date submitted) | ||
/s/ William Francis Galvin | ||
| WILLIAM FRANCIS GALVIN | ||
| Secretary of the Commonwealth | ||
MP | ||
| Examiner | Filing fee: Minimum $250 | |
RE | ||
| 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. | ||
| 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.:043071703
| (1) | The exact name of the limited liability company: |
Bay Tree 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 | |
| The LLC does not have managers | ||
| (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: |
| 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. |