Exhibit 3.141
ARTICLES OF ENTITY CONVERSION
GALAX TREATMENT CENTER, INC. TO GALAX TREATMENT CENTER, LLC
The undersigned, on behalf of the corporation named below, pursuant to Section 13.1-722.9 of the Virginia Stock Corporation Act, states as follows:
1. The name of the corporation immediately prior to the filing of these Articles of Entity Conversion is Galax Treatment Center, Inc.
2. The corporation shall convert to a Virginia limited liability company and its name shall be Galax Treatment Center, LLC.
3. Pursuant to § 13.1-722.10 of the Virginia Stock Corporation Act, the Plan of Conversion is attached asExhibit A.
4. The Conversion of the corporation has been approved by the board of directors and sole shareholder of the corporation.
5. The corporation has 100 shares of common stock outstanding and 100 shares are entitled to vote.
6. The Conversion shall be effective at 11:59 p.m. (EST) on December 28, 2015.
[signature on following page] |  |
| Dated December22, 2015. | |
| GALAX TREATMENT CENTER, INC. | ||
| By: | /s/ Christopher L. Howard | |
Christopher L. Howard Vice President and Secretary | ||
Exhibit A
Plan of Conversion | |
PLAN OF CONVERSION
OF
GALAX TREATMENT CENTER, INC.
TO
GALAX TREATMENT CENTER, LLC
Pursuant to the provisions of the Virginia Stock Corporation Act, the undersigned, desiring to convert a domestic corporation into a domestic limited liability company, does hereby certify as follows:
1 On or as of the “Effective Time” (as described below), Galax Treatment Center, Inc. (the “Corporation”), a Virginia corporation, shall convert into and continue its existence as Galax Treatment Center, LLC (the “LLC”), a Virginia limited liability company (the “Conversion”).
2. The undersigned intends that (i) this Plan of Conversion constitutes a “plan of liquidation” within the meaning of Section 332 of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury regulations thereunder and (ii) the Conversion shall qualify as a complete liquidation of the Corporation under Section 332 of the Code and Treasury regulations thereunder.
3. Upon the filing of the Articles of Entity Conversion, all of the shares held by the sole shareholder of the Corporation shall, by virtue of the Conversion and without any action on the part of such shareholder, be converted into 100% of the membership interests of the LLC. At the conclusion of the Conversion, the ownership of the LLC shall be identical to the ownership of the Corporation immediately prior to the Conversion.
4. As a result of the Conversion and without any action on the part of the Corporation’s sole shareholder, at the Effective Time, all shares of the Corporation shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and the Corporation’s sole shareholder shall thereafter cease to have any rights with respect to such shares, except the right to retain 100% of the membership interests of the LLC.
5. The Articles of Organization of the LLC are attached asExhibit A hereto.
6. Notification of the approval of the Conversion shall be deemed to be the execution of the Operating Agreement by the sole member of the LLC, Comprehensive Addiction Programs, Inc.
7. The Conversion shall be effective at 11:59 p.m. (EST) on December 28, 2015.
[Signature page follows ]
| Dated as of this22nd day of December, 2015. | |
| GALAX TREATMENT CENTER, INC. | ||
| By: | /s/ Christopher L. Howard | |
Name: Title: | Christopher L. Howard Vice President and Secretary | |
EXHIBIT A ARTICLES OF ORGANIZATION
(Please see attached.) | |
| ||||||
 | COMMONWEALTH OF VIRGINIA | |||||
| STATE CORPORATION COMMISSION | ||||||
| LLC-1011 | ARTICLES OF ORGANIZATION | |||||
| (10/11) | OF A VIRGINIA LIMITED LIABILITY COMPANY |
Pursuant to Chapter 12 of Title 13.1 of the Code of Virginia the undersigned states as follows:
| 1. | The name of the limited liability company is |
| Galax Treatment Center, LLC . |
| (The name must contain the wordslimited company or limited liability company or the abbreviationL.C.,LC,L.L.C. orLLC) |
2. A. The name of the limited liability company’s initial registered agent is |
C T Corporation System ü . |
| B. | The initial registered agent is (mark appropriate box): |
| (1) | anINDIVIDUAL who is a resident of Virginiaand |
| ¨ | a member or manager of the limited liability company. |
| ¨ | a member or manager of a limited liability company that is a member or manager of the limited liability company. |
| ¨ | an officer or director of a corporation that is a member or manager of the limited liability company. |
| ¨ | a general partner of a general or limited partnership that is a member or manager of the limited liability company. |
| ¨ | a trustee of a trust that is a member or manager of the limited liability company. |
| ¨ | a member of the Virginia State Bar. |
OR
| (2) | x | a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in Virginia. |
| 3. | A. | The limited liability company’s initial registered office address, including the street and number, if any, which is identical to the business office of the initial registered agent, is |
| 4701 Cox Road, Suite 285 | Glen Allen , | VA | 23060 . | |||
| (number/street) | (city or town) | (zip) |
| B. | The registered office is located in thex county or¨ city ofHenrico . |
| 4. | The limited liability company’s principal office address, including the street and number, is |
| 6100 Tower Circle, Suite 1000 | Franklin | TN | 37067 . | |||
| (number/street) | (city or town) | (state) | (zip) |
Organizer(s):
/s/ Christopher L. Howard | 12/22/15 | |
| (signature) | (date) | |
Christopher L. Howard |
| |
| (printed name) | (telephone number (optional)) | |
PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public
SEE INSTRUCTIONS ON THE REVERSE
S593527 - 7
COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION
AT RICHMOND, DECEMBER 28, 2015 | |
The State Corporation Commission has found the accompanying articles of entity conversion submitted on behalf of
GALAX TREATMENT CENTER, INC.
to comply with the requirements of law and confirms payment of all required fees. Therefore, it is ORDERED that this
CERTIFICATE OF ENTITY CONVERSION
be issued and admitted to record with the articles of entity conversion and articles of organization in the Office of the Clerk of the Commission, effective December 28, 2015.
When the certificate becomes effective, GALAX TREATMENT CENTER, INC. is deemed to be a limited liability company organized under the laws of this Commonwealth with the name
Galax Treatment Center, LLC
The limited liability company is granted the authority conferred on it by law in accordance with its articles of organization, subject to the conditions and restrictions imposed by law.
| STATE CORPORATION COMMISSION | ||
| By | /s/ Mark C. Christie | |
| Mark C. Christie | ||
| Commissioner | ||
CNVRLACT
CIS0368
15-12-23-1210
Commonwealth of Virginia
Virginia
SIC SEMPER TYRANNIS
State Corporation Commission
I Certify the Following from the Records of the Commission:
The foregoing is a true copy of all business entity documents on file in the Clerk’s Office of the Commission relating to Galax Treatment Center, LLC, a VIRGINIA limited liability company.
Nothing more is hereby certified.
Signed and Sealed at Richmond on this Date: January 19, 2016
Joel H. Peck Clerk of the Commission
STATE CORPORATION COMMISSION
VIRGINIA
SIC SEMPER TYRANNIS
1903
CIS0316