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- S-4 Registration of securities issued in business combination transactions
- 3.4 Certificate of Formation As Amended
- 3.5 Amended and Restated LTD Liability Company Agreement
- 3.6 Articles of Organization As Amended
- 3.7 Amended and Restated Operating Agreement
- 3.8 Certificate of Formation As Amended
- 3.9 Amended and Restated LTD Liability Company Agreement
- 3.10 Certificate of Formation As Amended
- 3.11 Amended and Restated LTD Liability Company Agreement
- 3.12 Articles of Organization
- 3.13 Operating Agreement
- 3.14 Articles of Organization
- 3.15 Operating Agreement
- 3.16 Articles of Organization
- 3.17 Operating Agreement
- 3.18 Articles of Organization
- 3.19 Operating Agreement
- 3.20 Articles of Organization
- 3.21 Operating Agreement
- 3.22 Articles of Organization
- 3.23 Operating Agreement
- 3.24 Articles of Organization
- 3.25 Operating Agreement
- 3.26 Articles of Organization
- 3.27 Operating Agreement
- 3.28 Certificate of Organization As Amended
- 3.29 Second Amended and Restated Operating Agreement
- 3.30 Certificate of Formation
- 3.31 Limited Liability Company Agreement
- 3.32 Certificate of Limited Partnership
- 3.33 Limited Partnership Agreement
- 3.34 Certificate of Formation
- 3.35 Limited Liability Company Agreement
- 3.36 Certificate of Formation
- 3.37 Limited Liability Company Agreement
- 3.38 Articles of Organization As Amended
- 3.39 Amended and Restated Operating Agreement
- 3.40 Articles of Organization As Amended
- 3.41 Amended and Restated Operating Agreement
- 3.42 Certificate of Formation As Amended
- 3.43 Amended and Restated LTD Liability Company Agreement
- 3.44 Certificate of Formation
- 3.45 Limited Liability Company Agreement
- 3.46 Articles of Organization
- 3.47 Operating Agreement
- 3.48 Articles of Organization As Amended
- 3.49 Amended and Restated Operating Agreement
- 3.50 Certificate of Formation
- 3.51 Limited Liability Company Agreement
- 3.52 Certificate of Formation
- 3.53 Operating Agreement
- 3.54 Articles of Organization As Amended
- 3.55 Amended and Restated Operating Agreement
- 3.56 Certificate of Formation
- 3.57 Limited Liability Company Agreement
- 3.58 Articles of Organization As Amended
- 3.59 Amended and Restated Operating Agreement
- 3.60 Articles of Incorporation As Amended
- 3.61 Amended and Restated By-laws
- 3.62 Certificate of Formation As Amended
- 3.63 Amended and Restated Operating Company Agreement
- 3.64 Articles of Organization As Amended
- 3.65 Amended and Restated Operating Agreement
- 3.66 Articles of Organization As Amended
- 3.67 Amended and Restated Operating Agreement
- 3.68 Articles of Organization As Amended
- 3.69 Amended and Restated Operating Agreement
- 3.70 Certificate of Limited Partnership As Amended
- 3.71 Agreement of Limited Partnership
- 3.72 Certificate of Formation As Amended
- 3.73 Amended and Restated LTD Liability Company Agreement
- 3.74 Articles of Organization
- 3.75 Operating Agreement
- 3.76 Certificate of Formation As Amended
- 3.77 Limited Liability Company Agreement
- 3.78 Certificate of Formation
- 3.79 Limited Liability Company Agreement
- 3.80 Certificate of Formation
- 3.81 Limited Liability Company Agreement
- 3.82 Articles of Organization As Amended
- 3.83 Amended and Restated Operating Agreement
- 3.84 Articles of Organization As Amended
- 3.85 Amended and Restated Operating Agreement
- 3.86 Articles of Organization As Amended
- 3.87 Second Amended and Restated Operating Agreement
- 3.88 Articles of Organization As Amended
- 3.89 Amended and Restated Operating Agreement
- 3.90 Articles of Organization As Amended
- 3.91 Amended and Restated Operating Agreement
- 3.92 Certificate of Formation As Amended
- 3.93 Amended and Restated LTD Liability Company Agreement
- 3.94 Articles of Organization
- 3.95 Operating Agreement
- 3.96 Certificate of Formation As Amended
- 3.97 Limited Liability Company Agreement
- 3.98 Articles of Organization As Amended
- 3.99 Amended and Restated Operating Agreement
- 3.100 Articles of Organization As Amended
- 3.101 Amended and Restated Operating Agreement
- 3.102 Certificate of Formation
- 3.103 Limited Liability Company Agreement
- 3.104 Certificate of Formation
- 3.105 Limited Liability Company Agreement
- 3.106 Articles of Organizaton As Amended
- 3.107 Amended and Restated Operating Agreement
- 3.108 Articles of Organization As Amended
- 3.109 Amended and Restated Operating Agreement
- 3.110 Articles of Organization As Amended
- 3.111 Amended and Restated Operating Agreement
- 3.112 Certificate of Formation As Amended
- 3.113 Second Amended and Restated Operating Agreement
- 4.14 Supplemental Indenture
- 4.15 Second Supplemental Indenture
- 4.16 Third Supplemental Indenture
- 4.17 Acknowledgment and Release
- 5.1 Opinion
- 5.2 Opinion
- 5.3 Opinion
- 5.4 Opinion
- 5.5 Opinion
- 5.6 Opinion
- 5.7 Opinion
- 5.8 Opinion
- 5.9 Opinion
- 5.10 Opinion
- 5.11 Opinion
- 12.1 Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Independent Registered Public Accounting Firm
- 25.1 Statement of Eligibility Under the Trust Indenture Act of 1939
- 99.1 Form of Letter of Transmittal
- 99.2 Notice of Guarantee
- 99.3 Form of Participants Letter
- 99.4 Form of Beneficial Holders Letter
Exhibit 3.38
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF INCORPORATION
TYPE OR PRINT CLEARLY IN BLACK INK | ||||||||||||||
1. | The name of the proposed corporation is | Chester HMA, Inc. |
2. | The initial registered office of the corporation is | c/o C T Corporation System, 75 Beattie Place | ||||||||||||
Street Address |
Greenville | Greenville | South Carolina | 29601 | |||||||||||
City | County | State | Zip Code | |||||||||||
and the initial registered agent at such address is | C T Corporation System | |||||||||||||
Print Name |
I hereby consent to the appointment as registered agent of the corporation: | ||||
C T Corporation System | ||||
By: Barbara A. Burke | ||||
Agent’s Signature | ||||
BARBARA A. BURKE | ||||
SPECIAL ASSISTANT SECRETARY |
3. | The corporation is authorized to issue shares of stock as follows. Complete “a” or “b”, whichever is applicable: | |||||||||||||
a. | x | The corporation is authorized to issue a single class of shares, the total number of shares authorized is10,000. | ||||||||||||
b. | ¨ | The corporation is authorized to issue more that one class of shares: |
Class of Shares | Authorized No. of Each Class | |||||
|
| |||||
|
| |||||
|
|
The relative right, preference, and limitations of the shares of each class, and of each series within a class, are as follows: N/A | ||||||||||||||
4. | The existence of the corporation shall begin as of the filing date with the Secretary of State unless a delayed date is indicated (See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended) | |||||||||||||
|
Chester HMA, Inc. | ||||
Name of Corporation |
5. | The optional provisions, which the corporation elects to include in the articles of incorporation, are as follows (See the applicable provisions of Sections 33-2-102, 35-2-105, and 35-2-221 of the 1976 South Carolina Code of Laws, as amended). | |||||||||
6. | The name, address, and signature of each incorporator is as follows (only one is required): | |||||||||
a. | Timothy R. Parry | |||||||||
Name | ||||||||||
5811 Pelican Bay Blvd. #500, Naples, FL 34108-2711 | ||||||||||
Address | ||||||||||
/s/ Timothy R. Parry | ||||||||||
Signature | ||||||||||
b. |
| |||||||||
Name | ||||||||||
| ||||||||||
Address | ||||||||||
| ||||||||||
Signature | ||||||||||
c. |
| |||||||||
Name | ||||||||||
| ||||||||||
Address | ||||||||||
| ||||||||||
Signature | ||||||||||
7. | I,Jay G. Anderson, an attorney licensed to practice in the state of South Carolina, certify that the corporation, to whose articles of incorporation this certificate is attached, has complied with the requirements of Chapter 2, Title 38 of the 1976 South Carolina Code of Laws, as amended, relating to the articles of incorporation. |
Date | May 24, 2004 | /s/ Jay G. Anderson | ||||
Signature | ||||||
Jay G. Anderson | ||||||
Type or Print Name | ||||||
2838 Devine Street Suite 103 | ||||||
Address | ||||||
Columbia SC 29205 | ||||||
803-256-6227 | ||||||
Telephone Number |
SOUTH CAROLINA
SECRETARY OF STATE
CONVERSION OF A CORPORATION
TO A LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
The following corporation hereby converts to a limited liability company pursuant to the provisions of Section 33-11-111 and Section 33-11-112 of the 1976 South Carolina Code of Laws, as amended, by filing these articles of organization
1 | The name of the limited liability company isChester HMA, LLC | |||||
2 | The initial agent for service of process is | |||||
CT Corporation System 75 Beattie Place Greenville, South Carolina 29601 | ||||||
3 | The former name of this limited liability company while a corporation was | |||||
Chester HMA, Inc | ||||||
4 | (a) | The number of votes by the shareholders entitled to vote which were cast “for” the conversion was10,000 | ||||
(b) | The number of votes by the shareholders entitled to vote which were cast “against” the conversion was0 | |||||
5 | The address of the initial designated office is | |||||
5811 Pelican Bay Blvd, Suite 500 Naples, FL 34108 | ||||||
6 | The name and mailing address of the organizer is | |||||
Timothy R Parry 5811 Pelican Bay Blvd, Suite 500 Naples, FL 34108 | ||||||
7 | The Company shall have perpetual existence | |||||
8 | The management of the Company shall be vested in the Company’s members |
Chester HMA, LLC
(Name of limited liability company)
9 | No member of the Company shall be held liable for the Company’s debts and obligations pursuant to § 33-44-303(c) of the 1976 South Carolina Code of Laws, as amended | |||||
10 | The conversion of Chester HMA, Inc to a limited liability company and the existence of the limited liability company will be effective when endorsed for filing by the South Carolina Secretary of State |
[Remainder of Page Intentionally Left Blank]
Chester HMA, LLC
(Name of limited liability company)
11. | The articles of incorporation of the corporation will be cancelled as of the effective date of this filing | |||||
12 | The name and signature of the organizer is |
Timothy R. Parry | ||||||||
/s/ Timothy R. Parry | ||||||||
(signature) |
Date March 20, 2008
STATEOF SOUTH CAROLINA
SECRETARYOF STATE
AMENDED ARTICLES OF ORGANIZATION
Pursuant to South Carolina Code of Laws Section 33 44 204(a) the undersigned limited liability company adopts the following Amended Articles of Organization
1 | The name of the limited liability company is Chester HMA LLC |
2 | The date the Articles of Organization were filed is March 20 2008 |
3 | The Articles of Organization are amended in the following respects of which all amended provisions may lawfully be included in the Articles of Organization |
Article 8 of the Articles of Organization is hereby deleted and replaced in its entirety by
8 | The management of the limited liability company shall be vested in a manager The name and address of the initial manager is |
Hospital Management Associates Inc
5811 Pelican Bay Boulevard Suite 500
Naples, Florida 34108 2710
[Signature page to follow]
Dated October 20 2009
Carolinas JV Holdings LP sole member of Chester HMA LLC | ||
By | /s/ Timothy R Parry | |
Name | Timothy R Parry | |
Title | Senior Vice President and Secretary |