- Track your favorite companies
- Receive email alerts for new filings
- Personalized dashboard of news and more
- Access all data and search results
- S-4 Registration of securities issued in business combination transactions
- 3.3 EX-3.3
- 3.4 EX-3.4
- 3.113 EX-3.113
- 3.114 EX-3.114
- 3.115 EX-3.115
- 3.116 EX-3.116
- 3.117 EX-3.117
- 3.118 EX-3.118
- 3.119 EX-3.119
- 3.120 EX-3.120
- 3.121 EX-3.121
- 3.122 EX-3.122
- 3.123 EX-3.123
- 3.124 EX-3.124
- 3.125 EX-3.125
- 3.126 EX-3.126
- 3.127 EX-3.127
- 3.128 EX-3.128
- 3.129 EX-3.129
- 3.130 EX-3.130
- 3.131 EX-3.131
- 3.132 EX-3.132
- 3.133 EX-3.133
- 3.134 EX-3.134
- 3.135 EX-3.135
- 3.136 EX-3.136
- 3.137 EX-3.137
- 3.138 EX-3.138
- 3.139 EX-3.139
- 3.140 EX-3.140
- 3.141 EX-3.141
- 3.142 EX-3.142
- 3.143 EX-3.143
- 3.144 EX-3.144
- 3.145 EX-3.145
- 3.146 EX-3.146
- 3.147 EX-3.147
- 3.148 EX-3.148
- 3.149 EX-3.149
- 3.150 EX-3.150
- 3.151 EX-3.151
- 3.152 EX-3.152
- 3.153 EX-3.153
- 3.154 EX-3.154
- 3.155 EX-3.155
- 3.156 EX-3.156
- 3.157 EX-3.157
- 3.158 EX-3.158
- 3.159 EX-3.159
- 3.160 EX-3.160
- 3.161 EX-3.161
- 3.162 EX-3.162
- 3.163 EX-3.163
- 3.164 EX-3.164
- 3.165 EX-3.165
- 3.166 EX-3.166
- 3.167 EX-3.167
- 3.168 EX-3.168
- 3.169 EX-3.169
- 3.170 EX-3.170
- 3.171 EX-3.171
- 3.172 EX-3.172
- 3.173 EX-3.173
- 3.174 EX-3.174
- 3.175 EX-3.175
- 3.176 EX-3.176
- 3.177 EX-3.177
- 3.178 EX-3.178
- 3.179 EX-3.179
- 3.180 EX-3.180
- 3.181 EX-3.181
- 3.182 EX-3.182
- 3.183 EX-3.183
- 3.184 EX-3.184
- 3.185 EX-3.185
- 3.186 EX-3.186
- 3.187 EX-3.187
- 3.188 EX-3.188
- 3.189 EX-3.189
- 3.190 EX-3.190
- 3.191 EX-3.191
- 3.192 EX-3.192
- 3.193 EX-3.193
- 3.194 EX-3.194
- 3.195 EX-3.195
- 3.196 EX-3.196
- 3.197 EX-3.197
- 3.198 EX-3.198
- 3.199 EX-3.199
- 3.200 EX-3.200
- 3.201 EX-3.201
- 3.202 EX-3.202
- 3.203 EX-3.203
- 3.204 EX-3.204
- 3.205 EX-3.205
- 3.206 EX-3.206
- 3.207 EX-3.207
- 3.208 EX-3.208
- 3.209 EX-3.209
- 3.210 EX-3.210
- 3.211 EX-3.211
- 3.212 EX-3.212
- 3.213 EX-3.213
- 3.214 EX-3.214
- 3.215 EX-3.215
- 3.216 EX-3.216
- 3.217 EX-3.217
- 3.218 EX-3.218
- 3.219 EX-3.219
- 3.220 EX-3.220
- 3.221 EX-3.221
- 3.222 EX-3.222
- 3.223 EX-3.223
- 3.224 EX-3.224
- 3.225 EX-3.225
- 3.226 EX-3.226
- 3.227 EX-3.227
- 3.228 EX-3.228
- 3.229 EX-3.229
- 3.230 EX-3.230
- 3.231 EX-3.231
- 3.232 EX-3.232
- 3.233 EX-3.233
- 3.234 EX-3.234
- 3.235 EX-3.235
- 3.236 EX-3.236
- 3.237 EX-3.237
- 3.238 EX-3.238
- 3.239 EX-3.239
- 3.240 EX-3.240
- 3.241 EX-3.241
- 3.242 EX-3.242
- 3.243 EX-3.243
- 3.244 EX-3.244
- 3.245 EX-3.245
- 3.246 EX-3.246
- 3.247 EX-3.247
- 3.248 EX-3.248
- 3.249 EX-3.249
- 3.250 EX-3.250
- 3.251 EX-3.251
- 3.252 EX-3.252
- 3.253 EX-3.253
- 3.254 EX-3.254
- 3.255 EX-3.255
- 3.256 EX-3.256
- 3.257 EX-3.257
- 3.258 EX-3.258
- 3.259 EX-3.259
- 3.260 EX-3.260
- 3.261 EX-3.261
- 3.262 EX-3.262
- 3.263 EX-3.263
- 3.264 EX-3.264
- 3.265 EX-3.265
- 3.266 EX-3.266
- 3.267 EX-3.267
- 3.268 EX-3.268
- 3.269 EX-3.269
- 3.270 EX-3.270
- 3.271 EX-3.271
- 3.272 EX-3.272
- 3.273 EX-3.273
- 3.274 EX-3.274
- 3.275 EX-3.275
- 3.276 EX-3.276
- 3.277 EX-3.277
- 3.278 EX-3.278
- 3.279 EX-3.279
- 3.280 EX-3.280
- 3.281 EX-3.281
- 3.282 EX-3.282
- 3.283 EX-3.283
- 3.284 EX-3.284
- 3.285 EX-3.285
- 3.286 EX-3.286
- 3.287 EX-3.287
- 3.288 EX-3.288
- 3.289 EX-3.289
- 3.290 EX-3.290
- 3.291 EX-3.291
- 3.292 EX-3.292
- 3.293 EX-3.293
- 3.294 EX-3.294
- 3.295 EX-3.295
- 3.296 EX-3.296
- 3.297 EX-3.297
- 3.298 EX-3.298
- 3.299 EX-3.299
- 3.300 EX-3.300
- 3.301 EX-3.301
- 3.302 EX-3.302
- 3.303 EX-3.303
- 3.304 EX-3.304
- 3.305 EX-3.305
- 3.306 EX-3.306
- 3.307 EX-3.307
- 3.308 EX-3.308
- 3.309 EX-3.309
- 3.310 EX-3.310
- 3.311 EX-3.311
- 3.312 EX-3.312
- 3.313 EX-3.313
- 3.314 EX-3.314
- 5.1 EX-5.1
- 5.2 EX-5.2
- 5.3 EX-5.3
- 5.4 EX-5.4
- 5.5 EX-5.5
- 5.6 EX-5.6
- 5.7 EX-5.7
- 5.8 EX-5.8
- 5.9 EX-5.9
- 5.10 EX-5.10
- 5.11 EX-5.11
- 5.12 EX-5.12
- 5.13 EX-5.13
- 5.14 EX-5.14
- 5.15 EX-5.15
- 5.16 EX-5.16
- 12.1 EX-12.1
- 23.17 EX-23.17
- 23.18 EX-23.18
- 23.19 EX-23.19
- 25.1 EX-25.1
- 99.1 EX-99.1
- 99.2 EX-99.2
- 99.3 EX-99.3
- 99.4 EX-99.4
Exhibit 3.291
ARTICLES OF ORGANIZATION
OF
SHERIDAN MORSE HEALTHCARE OF MASSACHUSETTS, P.C.
(A Massachusetts Professional Corporation pursuant to the
General Laws of Massachusetts, Chapter 1560)
ARTICLE I
The exact name of the professional corporation shall be Sheridan Morse Healthcare of Massachusetts, P.C. (the “Corporation”)
ARTICLE II
The purpose of the Corporation is to engage in the provision of professional medical services through physicians licensed under the laws of the Commonwealth of Massachusetts. In furtherance of the corporate purpose, the Corporation shall have all of the general powers conferred upon corporations organized under the General Laws of Massachusetts, subject to the limitations thereof.
ARTICLE III
The Corporation shall be authorized to issue an aggregate of One Thousand (1,000) shares, all of which shall be designated Common Stock, at a par value of one cent ($.01).
ARTICLE IV
The Corporation shall only issue shares of Common Stock, without preferences or limitations, to physicians licensed under the laws of the Commonwealth of Massachusetts There shall be no requirements as to the type or minimum amount of consideration to be received for the shares.
ARTICLE V
There shall be no restrictions or limitation on the transfer of shares of Common Stock of the Corporation.
ARTICLE VI
The corporate existence of the Corporation shall be perpetual, unless and until terminated pursuant to Massachusetts law.
ARTICLE VII
The effective date of organization of the Corporation shall be the date and time upon which the Articles of Organization are deemed filed by the Secretary of the Commonwealth.
ARTICLE VIII
a. | The street address of the initial Registered Office of the Corporation in the Commonwealth shall be 155 Federal Street, Suite 700, Boston, Massachusetts 02110. |
b. | The name of the initial Registered Agent at the Registered Office shall be CT Corporation System. |
c. | The name and address of the individual who shall serve as the initial Shareholder, Director and President/Secretary/Treasurer is: David S. Morse, MD, 16014 Laurel Creek Drive, Delray Beach, FL 33446. |
d. | The year end of the Corporation shall be December 31. |
e. | The purpose of the Corporation is to engage in the practice of medicine through physicians licensed under the laws of the Commonwealth of Massachusetts. |
f. | The street address of the Principal Office of the Corporation shall be 1613 North Harrison Parkway, Suite 200, Sunrise, FL 33323. |
g. | The street address where the records of the Corporation will be located shall be Two Park Plaza, Boston, MA 02116, which is the office of the Assistant Secretary of the Corporation. |
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify and hold harmless any current or former director or officer of the Corporation in connection with a proceeding arising out of his or her service, to the fullest extent permitted by and in accordance with, Chapter 156D, Section 8.51 of the General Laws of Massachusetts. If the General Laws of Massachusetts are subsequently amended to authorize corporate action further expanding the power of the Corporation to indemnify its directors and officers, then the Corporation shall indemnify its directors and officers to the fullest extent permitted by the General Laws of Massachusetts, as so amended from time to time. No amendment or repeal of Chapter 156D, Section 8.51 of the General Laws of Massachusetts shall adversely affect any of the rights or protection afforded to any director or officer of the Corporation for or with respect to any proceedings arising out of his or her service occurring prior to such amendment or repeal.
A Certificate of the Board of Registration in Medicine verifying the Incorporator’s Massachusetts Medical License is attached to and made a part of these Articles of Organization.
IN WITNESS WHEREOF, the undersigned Sole Incorporator has executed these Articles of Organization this 19th day of December, 2007.
/s/ David S. Morse |
David S. Morse, MD |
License No. 74582 |
2
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburron Place, Boston, Massachusetts 02108-1512
FORM MUST BE TYPED | FORM MUST BE TYPED |
Certificate by Regulatory Board**
(General Laws, Chapter 112 or 221)
In compliance with General Laws, Chapter 156A, Section 7, the Board of Registration in Medicine hereby certifies that in connection with the incorporation of Sheridan Morse Healthcare of Massachusetts, P.C., a professional corporation formed to render medical services, the below listed incorporators, officers, directors, and shareholders are duly licensed or admitted to practice the profession listed above.
INCORPORATORS | RESIDENTIAL ADDRESS | |
David S. Morse, MD | 16014 Laurel Creek Drive, Delray Beach, FL 33448 | |
OFFICERS | RESIDENTIAL ADDRESS | |
David S. Morse, MD President, Secretary and Treasurer | 16014 Laurel Creek Drive, Delray Beach, FL 33448 | |
DIRECTORS | RESIDENTIAL ADDRESS | |
David S. Morse, MD | 16014 Laurel Creak Drive, Delray Beach, FL 33448 | |
SHAREHOLDERS | RESIDENTIAL ADDRESS | |
David S. Morse, MD | 16014 Laurel Creek Drive, Delray Beach, FL 33446 |
SIGNED this 12th day of December, 2007 by/s/ David S. Morse, MD, *Chairman / *Clerk
3
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth, Corporations Division
One Ashburton Place, 17th floor
Boston, Massachusetts 02108-1512
Telephone: (617) 727-9640
Articles of Amendment
(General Laws, Chapter 156D, Section 10.06; 950 CMR 113.34)
Federal Employer Identification Number: 000966869 (must be 9 digits)
1. | Exact name of corporation: SHERIDAN MORSE HEALTHCARE OF MASSACHUSETTS, P.C. |
2. | Registered office address: 1613 NORTH HARRISON PARKWAY, SUITE 200 SUNRISE, FL 33323 USA |
These Articles of Amendment affecting article(s):
X Article 1 | Article 2 | Article 3 | Article 4 | Article 5 | Article 6 |
(Specify the number(s) of articles being amended (I-IV))
4. | Date adopted: 8/26/2009 |
5. | Approved by: |
the incorporators.
or
X the board of directors without shareholder approval and shareholder approval was not required.
or
the board of directors and the shareholders in the manner required by law and the articles of organization.
6. | State article number and text of the amendment. |
ARTICLE I
The exact name of the corporation,as amended, is:
(Do not state Article I if it has not been amended.)
SHERIDAN HEALTHCARE OF MASSACHUSETTS, P.C.
ARTICLE II
The purpose of the corporation,as amended, is to engage in the following business activities:
(Do not state Article II if it has not been amended.)
ARTICLE III
Amendments to Article III cannot be filed on-line at this time
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing designation for each class,if amended. Prior to the issuance of any shares of a class, if shares of another class are outstanding, the Business Entity must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class.
(Do not state Article IV if it has not been amended.)
ARTICLE V
As amended, the restrictions, if any, imposed by the articles of organization upon the transfer of shares of any class or series of stock are
ARTICLE VI
As amended, other lawful provisions for the conduct and regulation of the business and affairs of the business entity, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the business entity, or of its directors or stockholders, or of any class of stockholders:
(Do not state Article VI if it has not been amended.)
The amendment shall be effective at the time and on the date approved by the Division, unless, alater effective date not more thanninety days from the date and time of filing is specified:
Later Effective Date: Time:
Signed byDAVID S. MORSE, MD, its PRESIDENT
on this 26 Day of August, 2009