EXHIBIT 3.2.3
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF ORGANIZATION
(UNDER G.L. CH. 156B)
ARTICLE I
The name of the corporation is:
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
A. The character of the business intended to be transacted by the Corporation
is to acquire, invest in, maintain, operate, lease, improve, hold,
encumber, sell, manage and otherwise deal with one or more long term care
facilities, including the real property and intangible personal property
associated with such facilities; and to engage in such related activities
as are necessary, convenient, or incidental to the above.
B. To engage in and carry on any business permitted to corporations under
Massachusetts General Laws, Chapter 156B, now in effect or as hereafter
amended, or any successor provision of such Chapter 156B.
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on seperate 8 1/2 x 11 sheets of
paper leaving a left hand margin of at least 1 inch. Additions to more than one
article may be continued on a sheet so long as each article requiring each such
addition is clearly indicated.
ARTICLE III
The type and classes of stock and the total number of shares and par value, if
any, of each type and class of stock which the corporation __ authorized to
issue is as follows:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- -----------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- -----------------------------------------
COMMON: COMMON
Series A 150,000
Series B 50,000
- ------------------------------------- -----------------------------------------
PREFERRED: PREFERRED
- ------------------------------------- -----------------------------------------
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class, if
shares of another class are outstanding, the corporation 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 with any class.
Common Stock
Series A - voting stock
Series B - non-voting stock
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are as follows:
NONE
ARTICLE VI
Other lawful provisions, if any, for the conduct and regulation of business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders: (If there are no provisions
state "None".)
See Page 6A attached hereto and made a part hereof.
Note: The proceedng six articles are considered to be permanent and may ONLY
be changed by filing appropriate Articles of Amendment.
Meetings of stockholders may be held anywhere in the United States as shall
be determined from time to time by the president or the directors and stated in
the notice of the meeting.
The Bylaws may provide that the directors may make, amend or repeal the
Bylaws, in whole or in part, except with respect to any provision thereof which
by law, by the Articles of Organization or by the Bylaws requires action by the
stockholders.
The corporation may enter into contracts and otherwise transact business as
vendor, purchaser or otherwise with its directors, officers and stockholders and
with corporations, joint stock companies, trusts, firms and associations in
which they are or may be or become interested as directors, officers,
shareholders, members, trustees, beneficiaries or otherwise as freely as though
such adverse interest did not exist even though the vote, action or presence of
such director, officer or stockholder may be necessary to obligate the
corporation upon such contract or transaction; and no such contract or
transaction shall be avoided and no such director, officer or stockholder shall
be held liable to account to the corporation or to any creditor or stockholder
of the corporation for any profit or benefit realized by him through any such
contract or transaction by reason of such adverse interest nor by reason of any
fiduciary relationship of such director, officer or stockholder to the
corporation arising out of such office or stock ownership; provided (in the case
of directors and officers but not in the case of any stockholder who is not a
director or officer of the corporation) the nature of the interest of such
director or officer, though not necessarily the details or extent thereof, be
known by or disclosed to the directors. Ownership of or beneficial interest in
a minority of the stock or securities of another corporation, joint stock
company, trust, firm or association shall not be deemed to constitute an
interest adverse to this corporation in such other corporation, joint stock
company, trust, firm or association and need not be disclosed. A general notice
that a director or officer of the corporation is interested in any corporation,
joint stock company, trust, firm or association shall be sufficient disclosure
as to such director or officer with respect to all contracts and transactions
with that corporation, joint stock company, trust, firm or association. In any
event the authorization or ratifying vote of a majority of the capital stock of
the corporation outstanding and entitled to vote passed at a meeting duly called
and held for the purpose shall validate any such contract or transaction as
against all stockholders of the corporation, whether of record or not at the
time of such vote, and as against all creditors and other claimants, under the
corporation, and no contract or transaction shall be avoided by reason of any
provision of this paragraph which would be valid but for these provisions.
The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers and persons who serve at its request as directors or
officers of another organization in which it directly or indirectly owns shares
or of which it is a creditor against all liabilities (including expenses)
imposed upon or reasonably incurred by him in connection with any action, suit
or other proceeding in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his acts or omissions as
such director or officer, unless in any proceeding, he shall be finally adjudged
not to have acted in good faith in the reasonable belief that his action was in
the best interest of the corporation; provided, however, that such
--------
indemnification shall not cover liabilities in connection with any matter which
shall be disposed of through a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, unless such compromise shall be
approved as in the best interests of the corporation, after notice that it
involves such indemnification, (a) by a vote of the directors in which no
interested director participates, or (b) by a vote or the written approval of
the holders of a majority of the outstanding stock at the time having the right
to vote for directors, not counting as outstanding any stock owned by any
interested director or officer. Such indemnification may include payment by the
corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification.
The right of indemnification hereby provided shall not be exclusive of or
affect other rights to which any director or officer may be entitled. As used
in this paragraph, the terms "director" and "officer" include their respective
heirs, executors and administrators, and an "interested" director or officer is
one against whom as such the proceeding in question or another proceeding on the
same or similar grounds is then pending.
Indemnification of employees and other agents of the corporation (including
persons who serve at its request as employees or other agents of another
organization in which it owns shares or of which it is a creditor) may be
provided by the corporation to whatever extent shall be authorized by the
directors before or after the occurrence of any event as to or in consequence of
which indemnification may be sought. An indemnification to which a person is
entitled under these provisions may be provided although the person to be
indemnified is no longer a director, officer, employee or agent of the
corporation or of such other organization.
The directors may determine, in whole or in part, the preferences, voting
powers, qualifications, and/or special or relative rights or privileges of: (1)
any class of stock before the issuance of any shares of that class; or (2) one
or more series within a class before the issuance of any shares of that series,
provided; however, that each series of a class shall have a distinguishing
designation.
4
ARTICLE VII
The effective date of organization of the corporation shall be the date approved
and filed by the Secretary of the Commonwealth. If a later effective date is
desired, specify such date which shall not be more than thirty days after the
date of filing.
The information contained in ARTICLE VIII is NOT a PERMANENT part of the
Articles of Organization and may be changed ONLY by filing the appropriate form
provided therefor.
ARTICLE VIII
a. The post office address of the corporation IN MASSACHUSETTS is:
470 Atlantic Avenue, 13th Floor, Boston, MA 02210
b. The name, residence and post office address (if different) of the directors
and officers of the corporation are as follows:
NAME RESIDENCE POST OFFICE ADDRESS
PRESIDENT: Stephen L. Guillard 11 Power House Road Dover, MA 02030
TREASURER: Clyde A. Thayer 33 Westgate Road Framingham, MA 01701
CLERK: David Moskowitz 8 Grasmere Road Needham, MA 02194
DIRECTORS: Stephen L. Guillard 11 Power House Road Dover, MA 02030
Stephen Puleo 65 Angela Road Canton, MA 02021
David Moskowitz 8 Grasmere Road Needham, MA 02194
c. The fiscal year of the corporation shall end of the last day of the month
of December.
d. The name and BUSINESS address of the RESIDENT AGENT of the corporation, if
any, is:
Not applicable
ARTICLE IX
By-laws of the corporation have been duly adopted and the president, treasurer,
clerk and directors whose names are set forth above, have been duly elected.
IN WITNESS WHEREOF and under the pains and penalties of perjury, I XXX whose
signature(s) appear below as incorporator and whose names and the business or
residential address ARE CLEARLY TYPED OR PRINTED beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 18th day of December 1989.
/s/ SCOTT D. SPELFOGEL
- --------------------------------------------------------------------------------
Scott D. Spelfogel, Sole Incorporator
- --------------------------------------------------------------------------------
470 Atlantic Avenue, 13th Floor
Boston, MA 02210
- --------------------------------------------------------------------------------
NOTE: If an already-existing corporation is acting as incorporator, type in
the exact name of the corporation, the state or other jurisdiction where it was
incorporated, the name of the person signing on behalf of said corporation and
the title he/she holds or other authority by which such action is taken.
THE COMMON WEALTH OF MASSACHUSETTS
ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 12
==================================================================
I hereby certify that, upon an examination of these articles of
organization, duly submitted to me, it appears that the provisions of the
General Laws relative to the organization of corporation have been complied
with, and I hereby approve said articles; and the filing fee in the amount
of $200 having been paid, said articles are deemed to have been filed with
me this 19th day of November 1989.
Effective date
MICHAEL J. CONNOLLY
Secretary of State
FILING FEE: 1/10 OF 1% of the total amount of the authorized capital
stock, but not less than $200.00. For the purpose of filing,
shares of stock with a par value less than one dollar or no par
stock shall be deemed to have a par value of one dollar per
share.
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
Scott D. Spelfogel, Esq.
470 Atlantic Avenue, 13th Floor
Boston, MA 02210
Telephone (617) 574-8385
THE COMMONWEALTH OF MASSACHUSETTS
OFFICE OF THE MASSACHUSETTS SECRETARY OF STATE
MICHAEL J. CONNOLLY, SECRETARY
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
FEDERAL IDENTIFICATION NO. 04-3072217
----------
WE Stephen L. Guillard
Scott D. Spelfogel President and Assistant Clerk of
- ------------------------------------------------------------------------------------------------------------------------
(EXACT Name of Corporation )
located at : 470 Atlantic Avenue, Boston, MA 02210
---------------------------------------------------------------------------------------------------------
(MASSACHUSETTS Address of Corporation)
do hereby certify that these ARTICLES OF AMENDMENT affecting Articles NUMBERED:____________________________
3,4,6
- ------------------------------------------------------------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended hereby)
of the Articles of Organization were duly adopted at a meeting held on 2-12 1990, by vote of
100 shares of Common Series A out of 100 shares outstanding
- ---------- ------------------------------------ ----------------
(type, class & series, (if any)
shares of out of shares outstanding,
- ---------- ------------------------------------ ----------------
(type, class & series, (if any)
shares of out of shares outstanding
- ---------- ------------------------------------ ----------------
(type, class & series, (if any)
CROSS OUT being at least two-thirds of each type, class or series
INAPPLICABLE outstanding and entitled to vote thereon and of each type,
class or series of stock whose rights are adversely affected
CLAUSE thereby:/1/
C [_]
P [_]
M [_]
R.A. [_]
Note: If the space provided under any Amendment or item on this
form is insufficient, additions shall be set forth on separate 8
1/2 x 11 sheets of paper leaving a left-hand margin of at least 1
inch for binding. Additions to more than one Amendment may be
continued on a single sheet so long as each Amendment requiring
each such addition is clearly indicated.
_________________
/1/ For amendments adopted pursuant to Chapter 156B, Section 70.
3. To CHANGE the number of shares and the par value (if any) of any type,
class or series of stock which the corporation is authorized to issue, fill in
the following:
The total presently authorized is:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- ------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- ------------------------------------------
COMMON: COMMON
Series A 150,000
Series B 50,000
- ------------------------------------- ------------------------------------------
PREFERRED: PREFERRED
- ------------------------------------- -----------------------------------------
CHANGE the total authorized to:
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------- ------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------- ------------------------------------------
COMMON: 200,000 COMMON
- ------------------------------------- ------------------------------------------
PREFERRED: PREFERRED
- ------------------------------------- ------------------------------------------
PAGE 6A-R
Meetings of stockholders may be held anywhere in the United States as shall
be determined from time to time by the president or the directors and stated in
the notice of the meeting.
The corporation may enter into contracts and otherwise transact business as
vendor, purchaser or otherwise with its directors, officers and stockholders and
with corporations, joint stock companies, trusts, firms and associations in
which they are or may be or become interested as directors, officers,
shareholders, members, trustees, beneficiaries or otherwise as freely as though
such adverse interest did not exist even though the vote, action or presence of
such director, officer or stockholder may be necessary to obligate the
corporation upon such contract or transaction; and no such contract or
transaction shall be avoided and no such director, officer or stockholder shall
be held liable to account to the corporation or to any creditor or stockholder
of the corporation for any profit or benefit realized by him through any such
contract or transaction by reason of such adverse interest nor by reason of any
fiduciary relationship of such director, officer or stockholder to the
corporation arising out of such office or stock ownership; provided (in the case
of directors and officers but not in the case of any stockholder who is not a
director or officer of the corporation) the nature of the interest of such
director or officer, though not necessarily the details or extent thereof, be
known by or disclosed to the directors. Ownership of or beneficial interest in
a minority of the stock or securities of another corporation, joint stock
company, trust, firm or association shall not be deemed to constitute an
interest adverse to this corporation in such other corporation, joint stock
company, trust, firm or association and need not be disclosed. A general notice
that a director or officer of the corporation is interested in any corporation,
joint stock company, trust, firm or association shall be sufficient disclosure
as to such director or officer with respect to all contracts and transactions
with that corporation, joint stock company, trust, firm or association. In any
event the authorization or ratifying vote of a two-thirds majority of the
capital stock of the corporation outstanding and entitled to vote passed at a
meeting duly called and held for the purpose shall validate any such contract or
transaction as against all stockholders of the corporation, whether of record or
not at the time of such vote, and as against all creditors and other claimants,
under the corporation, and no contract or transaction shall be avoided by reason
of any provision of this paragraph which would be valid but for these
provisions.
The corporation shall, to the extent legally permissible, indemnify each of
its directors and officers and persons who serve at its request as directors or
officers of another organization in which it directly or indirectly owns shares
or of which it is a creditor, against all liabilities (including expenses)
imposed upon or reasonably incurred by him in connection with any action, suit
or other proceeding in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his acts or omissions as
such director or officer, unless in any proceeding, he shall be finally adjudged
not to have acted in good faith in the reasonable belief that his action within
the best interest of the corporation; provided, however, that such
--------
indemnification shall not cover liabilities in connection with any matter which
shall be disposed of through a compromise payment by such director or officer,
pursuant to a consent decree or otherwise, unless such compromise shall be
approved as in the best interests of the corporation, after notice that it
involves such indemnification, (a) by a vote of the directors in which no
interested director participates, or (b) by a vote or the written approval of
the holders of a two-thirds majority of the outstanding stock at the time having
the right to vote for directors, not counting as outstanding any stock owned by
any interested director or officer. Such indemnification may include payment by
the corporation of expenses incurred in defending a civil or criminal action or
proceeding in advance of the final disposition of such action or proceeding,
upon receipt of an undertaking by the person indemnified to repay such payment
if he shall be adjudicated to be not entitled to indemnification.
The right of indemnification hereby provided shall not be exclusive of or
affect other rights to which any director or officer may be entitled. As used
in this paragraph, the terms "director" and "officer" include their respective
heirs, executors and administrators, and an "interested" director or officer is
one against whom as such the proceeding in question or another proceeding on the
same or similar grounds is then pending.
Indemnification of employees and other agents of the corporation (including
persons who serve at its request as employees or other agents of another
organization in which it owns shares or of which it is a creditor) may be
provided by the corporation to whatever extent shall be authorized by the
directors before or after the occurrence of any event as to or in consequence of
which indemnification may be sought. An indemnification to
which a person is entitled under these provisions may be provided although the
person to be indemnified is no longer a director, officer, employee or agent of
the corporation or of such other organization.
The directors may determine, in whole or in part, the preferences, voting
powers, qualifications, and/or special or relative rights or privileges of: (1)
any class of stock before the issuance of any shares of that class: or (2) one
or more series within a class before the issuance of any shares of that series,
provided; however, that each series of a class shall have a distinguishing
designation.
10
4. Delete Article IV. Article IV should read "NONE".
6. Change other lawful provisions by deleting pages 6A and 6B of the
Articles of Organization and replacing them with pages 6A-R and 6B-R attached
hereto and made a part hereof.
The foregoing amendment will become effective when these articles of
amendment are filed in accordance with Chapter 156B, Section 6 of The General
Laws unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date. EFFECTIVE
DATE:_______________________________
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereunto
signed our name on this 12th day of February, in the year 1990.
/s/ Stephen L. Guillard President
- -----------------------------------------------------------
/s/ Scott D. Spelfogel Clerk/Assistant Clerk
- -----------------------------------------------------------
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 04-3316448 NO. 04-3072217
---------- ----------
THE COMMON WEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
==========================================================
I hereby approve within the articles of amendment and, the filing fee
in the amount of $300.00 having been paid, said articles are deemed to have
been filed with me this 14th day of February 1990.
MICHAEL J. CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF ARTICLES OF ORGANIZATION TO BE SENT
TO:
Scott D. Spelfogel, Esq.
470 Atlantic Avenue, 13th Floor
Boston, MA 02210
Telephone (617) 574-8385
* Delete the inapplicable word. ** If there are no provisions state "None".
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margin of at least 1 inch. Additions to more than one article
may be made on a single sheet as long as each article requiring each addition is
clearly indicated.
FEDERAL IDENTIFICATION FEDERAL IDENTIFICATION
NO. 04-3316448 NO. 04-3072217
---------- ----------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
*merger of [ ] CORP.
[ ] CORP.
the constituent corporations, into
[ ] CORP.,
*one of the constituent corporations.
The undersigned officers of each of the constituent corporations certify under
the penalties of perjury as follows:
1. An agreement of *merger has been duly adopted in compliance with the
requirements of General Laws, Chapter 156B, Section 78, and will be kept as
provided by Subsection (d) thereof. The *surviving corporation will furnish a
copy of said agreement to any of its stockholders, or to any person who was a
stockholder of any constituent corporation, upon written request, and without
charge.
2. The effective date of the *merger determined pursuant to the agreement of
*merger shall be the date approved and filed by the Secretary of the
Commonwealth. If a later effective date is desired, specify such date which
shall not be more than thirty days after the date of filing:
3. (FOR A MERGER)
**The following amendments to the Articles of Organization of the surviving
corporation have been effected pursuant to the agreement of merger:
None.
* Delete the inapplicable word. ** If there are no provisions state "None".
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of
paper with a left margin of at least 1 inch. Additions to more than one article
may be made on a single sheet as long as each article requiring each addition is
clearly indicated.
(FOR A CONSOLIDATION)
(a) The purpose of the resulting corporation is to engage in the following
business activities:
(b) State the total number of shares and the par value, if any, of each class
of stock which the resulting corporation is authorized to issue:
WITHOUT PAR VALUE WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- --------------------------------------------------------------------------------
Common: Common
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: Preferred
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
**(c) If more than one class of stock is authorized, state a distinguishing
designation for each class and provide a description of the preferences, voting
powers, qualifications, and special or relative rights or privileges of each
class and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the
agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the
business and affairs of the corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the corporation, or of its
directors or stockholders, or of any class of stockholders:
**If there are no provisions state "None".
4. The information contained in Item 4 is not a permanent part of the Articles
of Organization of the *surviving corporation.
(a) The street address of the *surviving corporation in Massachusetts is: (post
office boxes are not acceptable)
470 Atlantic Avenue, Boston, MA 02210
(b) The name, residential address, and post office address of each director and
officer of the *surviving corporation is:
NAME RESIDENTIAL ADDRESS POST OFFICE ADDRESS
President: Stephen L. Guillard 11 Powder House Road Dover, MA 02030
Treasurer: William H. Stephan #18 Constellation Wharf Charlestown, MA 02129
Clerk: Scott D. Spelfogel 27 Sentry Hill Road Sharon, MA 02067
Directors: Stephen L. Guillard 11 Powder House Road Dover, MA 02030
Douglas Krupp 33 Wachusett Road Wellesley, MA 02181
Laurence Gerber 46 Hillcrest Road Weston, MA 02193
(c) The fiscal year (i.e. tax year) of the *surviving corporation shall end of
the last day of the month of:
December
(d) The name and business address of the resident agent, if any, of the
*surviving corporation is:
Not applicable
The undersigned officers of the several constituent corporations listed above
further state under the penalties of perjury as to their respective corporations
that the agreement of *merger has been duly executed on behalf of such
corporation and duly approved by the stockholders of such corporation in the
manner required by General Laws, Chapter 156B, Section 78.
/s/ Stephen L. Guillard, *President
- -----------------------
/s/ Scott D. Spelfogel, *Clerk / *Assistant Clerk
- ----------------------
of BELMONT NURSING-II CORP.
(Name of constituent corporation)
/s/ Stephen L. Guillard, *President
- -----------------------
/s/ Scott D. Spelfogel, *Clerk / *Assistant Clerk
- ----------------------
of BELMONT NURSING CENTER CORP.
(Name of constituent corporation)
**Delete the inapplicable words.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF *MERGER
(GENERAL LAWS, CHAPTER 156B, SECTION 78)
================================================================
I hereby approve the within Articles of *Merger and, the filing fee in the
amount of $250, having been paid, said articles are deemed to have been filed
with me this 14th day of June, 1996.
Effective date:_________________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
SCHEDULE TO EXHIBIT 3.2.3
-------------------------
The following entities have the Form of Articles of Organization, Articles of
Amendment and Articles of Merger included as Exhibit 3.2.3, with any changes
from the form noted:
1. Belmont Nursing Center Corporation
Changes from Form:
Articles of Merger involve merger between: Belmont Nursing-II Corp. and
Belmont Nursing Center Corp. (constituent corporation)
2. Orchard Ridge Nursing Center Corporation
Changes from Form:
Articles of Merger involve merger between: Orchard Ridge-II Corp. and
Orchard Ridge Nursing Center Corp. (constituent corporation)
Officers and Directors listed in the Articles of Organization are as
follows:
President: S. Guillard
Treasurer: C. Thayer
Clerk: D. Moskowitz
Directors: S. Guillard, S. Puleo, D. Moskowitz
Officers and Directors listed in the Articles of Merger are as follows:
President: S. Guillard
Treasurer: W. Stephan
Clerk: S. Spelfogel
Directors: S. Guillard, D. Krupp, L. Gerber
3. Oakhurst Manor Nursing Center Corporation
Changes from Form:
Articles of Merger involve merger between: Oakhurst-II Corp. and
Oakhurst Manor Nursing Center Corp. (constituent corporation)
Officers and Directors listed in the Articles of Organization are as
follows:
President: S. Guillard
Treasurer: C. Thayer
Clerk: D. Moskowitz
Directors: S. Guillard, S. Puleo, D. Moskowitz
Officers and Directors listed in the Articles of Merger are as follows:
President: S. Guillard
Treasurer: W. Stephan
Clerk: S. Spelfogel
Directors: S. Guillard, D. Krupp, L. Gerber