Exhibit 3.19
CERTIFICATE OF FORMATION
OF
Broadlane Ventures, LLC
The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby verifies that:
First: The name of the limited liability company (hereinafter called the “limited liability company”) is Broadlane Ventures, LLC.
SECOND: The address of the registered office and the name of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act is: The Corporation Trust Company, Corporation Trust Center’, 1209 Orange Street, City of Wilmington, County of New Castle, and State of Delaware 19801.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on July 22, 2010
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| | /s/ Laurie L. Jackson | |
| | Name: | Laurie L. Jackson | |
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State of Delaware | | |
Secretary of State | | |
Division of Corporations | | |
Delivered 01:17 PM 07/22/2010 | | |
FILED 01:17 PM 07/22/2010 | | |
SRV 100764556 — 4851348 FILE | | |
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| | | State of Delaware |
| | | Secretary of State |
| | | Division of Corporations |
| | | Delivered 12:16 PM 01/13/2011 |
| | | FILED 10:17 AM 01/13/2011 |
| | | SRV 110039564 — 4851348 FILE |
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF AGENT
AMENDMENT OF LIMITED LIABILITY COMPANY
The limited liability company organized and existing under the Limited Liability Company Act of the State of Delaware, hereby certifies as follows:
1. The name of the limited liability company is BROADLANE VENTURES, LLC
2. The Registered Office of the limited liability company in the State of Delaware is changed to 2711 Centerville Road, Suite 400 (street), in the City of Wilmington Zip Code 19808. The name of the Registered Agent at such address upon whom process against this limited liability company may be served is Corporation Service Company
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| | By: | /s/ Jonathan H. Glenn | |
| | | Authorized Person
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| | Name: | Jonathan H. GlennPrint or Type | |
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| | | State of Delaware |
| | | Secretary of State |
| | | Division of Corporations |
| | | Delivered 02:06 PM 06/28/2011 |
| | | FILED 01:57 PM 06/28/2011 |
| | | SRV 110770274 — 4851348 FILE |
STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
| 1. | | Name of Limited Liability Company: Broadlane Ventures, LLC |
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| 2. | | The Certificate of Formation of the limited liability company is hereby amended as follows: “FIRST: The name of the limited liability company (hereinafter called the “limited liability company”) is MedAssets Ventures, LLC |
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| | | IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 28th day of June, A.D. 2011. |
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| | By: | /s/ Jonathan H. Glenn | |
| | | Authorized Person(s)
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| | | Name: Jonathan H. Glenn | |
| | | Print or Type | |
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