EXHIBIT 3.5
ARTICLES OF ORGANIZATION
OF
AHS ALBUQUERQUE HOLDINGS, LLC
The undersigned organizer, desiring to form a limited liability company
under the New Mexico Limited Liability Company Act ("Act"), hereby states the
following:
1. NAME. The name of the Company is AHS ALBUQUERQUE HOLDINGS, LLC.
2. REGISTERED AGENT. The name and address of the registered agent are:
National Registered Agents, Inc.
433 Paseo de Peralta
Santa Fe, New Mexico 87501
3. PRINCIPAL OFFICE. The address of the initial principal office of the
Company is:
102 Woodmont Blvd., Suite 800
Nashville, Tennessee 37205
4. DURATION. The period of the Company's duration is perpetual.
5. MANAGEMENT. All powers of the Company shall be exercised by or under
the authority of, and the business and affairs of the Company managed under the
direction of, its Managers. The number of Managers shall be fixed by resolution
of the Managers from time to time, subject to the applicable provisions of the
Act and the Company's Operating Agreement.
6. MEMBERS. The Company has one member as of the effective date of the
filing of these Articles of Organization.
IN WITNESS WHEREOF, the undersigned has duly executed these Articles of
Organization this 24th day of April, 2002.
/s/ Nancy M. King
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NANCY M. KING, Organizer
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED INITIAL REGISTERED AGENT
STATE OF New Mexico
COUNTY OF Santa Fe
The undersigned hereby accepts appointment as registered agent for AHS
ALBUQUERQUE HOLDINGS, LLC a limited liability company, which is named in the
annexed Articles of Organization.
NATIONAL REGISTERED AGENTS, INC.
By: [SIGNATURE TO COME]
Name: [ILLEGIBLE]
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Title: Vice President
Subscribed and sworn to before me on April 24,2002 by [ILLEGIBLE] to me
known to be the person described in and who executed the foregoing instrument
and acknowledged that he/she executed the same as his/her free act and deed.
[NOTARY SEAL]
[SIGNATURE TO COME]
Notary Public
My Commission Expires: 2/27/05
2
FILING FEE $20.00
STATEMENT OF CHANGE OF REGISTERED OFFICE
OR REGISTERED AGENT, OR BOTH OF
NAME AND NMSCC CERTIFICATE OF ORGANIZATION/AUTHORITY NUMBER
To: STATE CORPORATION COMMISSION of the STATE OF NEW MEXICO:
Pursuant to the provisions of Section 53-19-5, of the New Mexico Limited
Liability Company Act, the undersigned organization submits the following
Statement for the purpose of changing its registered office or its registered
agent, or both, in the State of New Mexico:
FIRST: The name of the company is:
AHS ALBUQUERQUE HOLDINGS, LLC
SECOND: The street address and city of its current registered office is:
433 Paseo De Peralta, Santa Fe, NM 87501
THIRD: The street address and city to which its registered office is to be
changed is:
125 Lincoln Avenue, Suite 223, Santa Fe, NM 87501
FOURTH: The name of the current registered agent is:
National Registered Agents, Inc.
FIFTH: The name of its successor registered agent is:
Corporation Service Company
(Attach Affidavit of Acceptance by successor agent)
SIXTH: Street address of the principal place of business of the company is:
One Burton Hills Blvd., Suite 250, Nashville, TN 37215
SEVENTH: The address of its registered office and the address of the business
office of its registered agent, as changed, will be identical.
I declare that I have examined this Statement, including accompanying
statements, and to the best of my knowledge and belief it is true, and complete.
Dated: 7/1/03 AHS ALBUQUERQUE HOLDINGS, LLC
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Company Name
By /s/ Stephen C. Petrovich
----------------------------
Signature and Title
Stephen C. Petrovich, Manager
AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT
BY DESIGNATED SUCCESSOR REGISTERED AGENT
To: The STATE CORPORATION COMMISSION
STATE OF NEW MEXICO
SATE OF Florida
COUNTY OF Leon
On this 3rd day of July, [ILLEGIBLE], before me a Notary Public in and for the
State and County aforesaid, personally appeared [ILLEGIBLE], who is to me known
to be the person and who acknowledged to me, that said individual/undersigned
company does hereby accept the appointment as the designated successor
Registered Agent of AHS ALBUQUERQUE HOLDINGS, LLC the company which is named in
the annexed Statement of Change of Registered Agent pursuant to the provisions
of the New Mexico Limited Liability Company Act.
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Registered Agent's Signature (Individual)
OR
Corporation Service Company
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Registered Agent's Name (Corporation/Company)
By [ILLEGIBLE]
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Signature and Title
(NOTARY SEAL)
[ILLEGIBLE]
- ------------------------ [SEAL]
NOTARY PUBLIC
My Commission Expires: 11/[ILLEGIBLE]/03