Exhibit 3.27
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| | | | FILED |
| | | | In the Office of the |
| | | | Secretary of State of Texas |
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| | | | MAR 29 2001 |
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| | | | Corporations Section |
ARTICLES OF ORGANIZATION
OF
ELECTRONIC RX NETWORK, LLC
I, the undersigned natural person of the age of eighteen (18) years or more, acting as the organizer of a limited liability company (the “Company”) under the Texas Limited Liability Company Act (the “Act”), do hereby adopt the following Articles of Organization for the Company:
ARTICLE I
The name of the Company is ELECTRONIC RX NETWORK, LLC
ARTICLE II
The period of duration of the Company is perpetual from the date of filing of these Articles of Organization with the Secretary of State of the State of Texas, unless earlier dissolved in accordance with either the Act or the provisions of the Regulations of the Company.
ARTICLE III
The purpose for which the Company is organized is to transact any or all lawful business for which limited liability companies may be organized under the Act.
ARTICLE IV
The address of the initial registered agent of the Company in the State of Texas is 301 Commerce Street, Suite 3500, Fort Worth, TX 76102.
The name of that initial registered agent at that address is Mack Ed Swindle.
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ARTICLE V
The Company is to be managed by a member or members. The initial number of members of the Company is two.
The name and address of each person who is to serve as a member of the Company until the first annual meeting of members of the Company or until a successor is elected and qualified are as follows:
NATIONAL HEALTH SYSTEMS, INC.
101 Jim Wright Freeway
Suite 200
Fort Worth, Texas 76108
Mark Lyle
1029 Beach Drive
Victoria, B.C., Canada
V8S2N2
ARTICLE VI
The name and address of the organizer of the Company are as follows:
Wayne M. Whitaker
301 Commerce Street, Suite 3500
Fort Worth, Texas 76102
ARTICLE VII
No person who is a member of the Company shall be liable to the Company or its members for monetary damages for an act or omission of that person in his or her capacity as a member, except for liability of that person for (i) a breach by that person of a duty of loyalty of a member to the Company or its members, (ii) an act or omission not in good faith that constitutes a breach
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of duty of a member to the Company, (iii) an act or omission by that person that involves intentional misconduct or a knowing violation of the law, (iv) a transaction from which that person receives an improper benefit, whether or not the benefit results from an action taken within the scope of the position of that person as a member, or (v) an act or omission for which the liability of that person is expressly provided for by an applicable statute. If the Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended to authorize action further eliminating or limiting the liability of members, then the liability of a member of the Company shall be eliminated or limited to the fullest extent permitted by the Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law, as so amended
Any repeal or modification of the foregoing paragraph by the members shall not adversely affect any right or protection of a person who is a member that exists at the time of that repeal or modification.
ARTICLE VIII
The Company shall indemnify and advance expenses to any persons who are named in any lawsuits or other proceedings as a result of their service to the Company as members or officers to the fullest extent permitted by the laws of the State of Texas as such laws may now or hereafter exist Any repeal or amendment of this Article shall operate prospectively only and shall not adversely affect any right to receive indemnification existing at the time of such repeal or amendment.
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IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of March, 2001.
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| /s/ Wayne M. Whitaker |
| Wayne M. Whitaker |
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| | | | FILED |
| | | | In the Office of the |
| | | | Secretary of State of Texas |
| | |
| | | | MAY 16 2001 |
| | |
| | | | Corporations Section |
ARTICLES OF AMENDMENT
TO THE ARTICLES OF ORGANIZATION OF
ELECTRONIC RX NETWORK, LLC
Pursuant to the provisions of Article 3,06 of the Texas Limited Liability Company Act, the undersigned company adopts the following Articles of Amendment to its Articles of Organization.
ARTICLE I
The name of the company is ELECTRONIC RX NETWORK, LLC
ARTICLE II
The amendment alters or changes Article V, Article VII and Article VIII of the original Articles of Organization and the full text of each provision as it is amended as follows:
ARTICLE V
The Company is to be managed by it Managers
The name and address of the persons who are to serve as Mangers until the first annual meeting of the company’s Members or until successors are elected and qualified are:
NATIONAL HEALTH SYSTEMS, INC
101 Jim Wright Freeway
Suite 200
Fort Worth, Texas 76108
Mark Lyle
1029 Beach Drive
Victoria, B.C., Canada
V8S2N2
ARTICLE VII
No person who is a member or manager of the Company shall be liable to the , Company, its members or managers for monetary damages for an act or omission of that person in his or her capacity as a member or manager except for liability of that person for (i) a breach by that person of a duty of loyalty of a member or manager to the Company, its members or managers; (ii) an act or omission not in good faith that constitutes a breach of duty of a member or manager to the Company, (iii) an act or omission by that person that involves intentional misconduct or a knowing violation of the law, (iv) a transaction from which that
person receives an improper benefit, whether or not the benefit results from an action taken within the scope of the position of that person as a member or a manager, or (v) an act or omission for which the liability of that person is expressly provided for by an applicable statute, It the Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law is amended to authorize action further eliminating or limiting the liability of members or managers, then the liability of a member or manager of the Company shall be eliminated or limited to the fullest extant permitted by the Act, the Texas Business Corporation Act, the Texas Miscellaneous Corporation Laws Act, or other applicable law, as so amended.
Any repeal or modification of the foregoing paragraph by the members or managers shall not adversely affect any right or protection of a person who is a members or managers that exists at the time of that repeal or modification.
ARTICLE VIII
The Company shall indemnify and advance expenses to any persons who are named in any lawsuits or other proceedings as a result of their service to the Company as members, managers or officers to the fullest extent permitted by the laws of the State of Texas as such laws may now or hereafter exist. Any repeal or amendment of this Article shall operate prospectively only and shall not adversely affect any right to receive indemniflcation existing at the time of such repeal or amendment.
ARTICLE III
The amendment was approved in accordance with Section G of article 2.23 of the Texas Limited Liability Company Act or as otherwise provided in the Articles of Organization or regulations.
Date: April 10, 2001
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| ELECTRONIC RX NETWORK, LLC |
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| By: | | /s/ Mark Lyle |
| | Mark Lyle |
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NATIONAL HEALTH SYSTEMS,INC. Initial Member |
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| By: | | /s/ Ken Hill |
| | Ken Hill,Chief Executive officer |
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| By: | | /s/ Mark Lyle |
| | Mark Lyle,Initial Member |
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| | | | FILED |
| | | | In the Office of the |
| | | | Secretary of State of Texas |
| | |
| | | | AUG 29 2001 |
| | |
| | | | Corporations Section |
ARTICLES OF AMENDMENT TO THE ARTICLES OF ORGANIZATION
OF
ELECTRONIC RX NETWORK, LLC
A LIMITED LIABILTY COMPANY
Pursuant to the provisions of Article 3.06 of the Texas Limited Liability Company Act, the undersigned company adopts the following Articles of Amendment to its Articles of Organization:
ARTICLE I
The name of the limited liability company is ELECTRONIC RX NETWORK, LLC.
ARTICLE II
The amendment “alters or changes Article 1 of the original or amended Articles of Organization and the full text of each provision as it is amended is as follows:
The name of the company is eRx Network, L.L.C.
ARTICLE III
The amendment was approved in accordance with Section H of article 2.23 of the Texas Limited Liability Company Act or as otherwise provided in the articles of organization or regulations.
Date: August 20, 2001
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| ELECTRONIC RX NETWORK, LLC |
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| By: | | /s/ Mark Lyle |
| | Mark Lyle, Member |
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| | | | FILED |
| | | | In the Office of the |
| | | | Secretary of State of Texas |
| | |
| | | | JUL 13 2009 |
| | |
| | | | Corporations Section |
ARTICLES OF AMENDMENT TO THE ARTICLES OF ORGANIZATION
OF
ERX NETWORK, L.L.C.
A LIMITED LIABILITY COMPANY
Pursuant to the provisions of Article 3.06 of the Texas Limited Liability Company Act, the undersigned company adopts as of the 2nd day of July 2009 the following Articles of Amendment to its Articles of Organization:
ARTICLE I
The name of the limited liability company is eRx Network, L.L.C.
ARTICLE II
The amendment alters or changes Article IV and Article V of the original or amended Articles of Organization of eRx Network, L.L.C. (the “Company”).
Article IV of the original or amended Articles of Organization is altered to change the Company’s registered agent in the State of Texas from its current registered agent in the State of Texas to the successor to its current registered agent in the State of Texas, which change was authorized by the Company’s sole member.
The name Company’s current registered agent in the State of Texas is Mack Ed Swindle.
The address of the Company’s current registered agent in the State of Texas is 301 Commerce Street, Suite 3500, Fort Worth, Texas 76102.
The name of the Company’s successor to its current registered agent in the State of Texas is CT Corporation System.
The address of the Company’s successor to its current registered agent in the State of Texas is CT Corporation System, 350 North St. Paul St., Dallas, Texas 75201.
The full text of each provision as it is amended is as follows:
ARTICLE IV
The name of the Company’s registered agent is CT Corporation System.
The address of the registered agent of the Company in the State of Texas is CT Corporation System, 350 North St. Paul St., Dallas, Texas 75201.
ARTICLE V
The Company is to be managed by its Members.
The name and address of person or entity that is to serve as a member of the Company until the annual meeting of members of the Company or until a successor is elected and qualified is as follows:
ENVOY LLC
3055 Lebanon Pike, Suite 1000
Nashville, TN 37214
Attn: Gregory T. Stevens, Esq.
ARTICLE III
The amendment was approved in accordance with Section H of article 2.23 of the Texas Limited Liability Company Act or as otherwise provided in the articles of organization or regulations.
Date: July 13, 2009
[remainder of page intentionally left blank, signature page follows]
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IN WITNESS WHEREOF, the undersigned, being an authorized member, has executed these Articles of Amendment as of the date first written above.
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| SOLE MEMBER: |
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| ENVOY LLC |
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| By: | | /s/ Gregory T. Stevens |
| Name: | | Gregory T. Stevens |
| Title: | | Secretary |
