EX-3.335 25 y83688exv3w335.htm EX-3.335 exv3w335
Exhibit 3.335
(CERTIFICATE)

 

 

JAY DARDENNE
SECRETARY OF STATE
RECEIVED & FILED
DATE JUN 26 2009
APPLICATION FOR CONVERSION OF
HAMILTON MEDICAL CENTER, INC.
(a Louisiana corporation)
INTO
HAMILTON MEDICAL CENTER, LLC
(a Louisiana limited liability company)
1.   The name of the converting entity is Hamilton Medical Center, Inc. (“Converting Entity”)
 
2.   The name of the converted entity is Hamilton Medical Center, LLC (“Converted Entity”)
 
3.   The Converted Entity will be a Louisiana limited liability company
 
4.   The Converting Entity is continuing its existence in the organizational form of the Converted Entity.
 
5.   All issued and outstanding shares of Converting Entity (“Total Outstanding Shares”) held by the sole shareholder of the Converting Entity shall be converted into a 100% membership interest in the Converted Entity. To accomplish the foregoing, each of the Total Outstanding Shares shall be converted into a membership interest percentage equal to 100% divided by the Total Outstanding Shares, fully preserving any and all relative rights, preferences and limitations of each converted share.
 
6.   The conversion has been authorized and approved in accordance with R.S. 12:1602 and R.S. 12:1603
 
7.   The following information is provided in accordance with R.S. 12:1603(6)(a):
  (a)   The name of the limited liability company is Hamilton Medical Center, LLC
 
  (b)   The limited liability company is formed for the purpose of engaging in any lawful activity for which limited liability companies may be formed under the Louisiana Limited Liability Company Law (R.S. 12:1301 through R.S. 12:1369)
 
  (c)   The limited liability company will be managed by managers.
 
  (d)   The duration of the limited liability company will be perpetual.
Executed this 26th day of June, 2009.
         
     
  By:   /s/ John M. Franck II    
    John M. Franck II, Manager   
       
 

 

 

     
Jay Dardenne
    
 
Secretary of State
    
 
(SEAL)
  LIMITED LIABILITY COMPANY INITIAL REPORT
(R.S. 12:1305 (E))
1.   The name of this limited liability company is: Hamilton Medical Center, LLC
 
2.   The location and municipal address, not a post office box only, of this limited liability company’s registered office:
 
    5615 Corporate Blvd., Suite 400B, Baton Rouge, LA 70808
   
 
 
3.   The full name and municipal address, not a post office box only, of each of this limited liability company’s registered agent(s) is/are:
 
    C T Corporation System, 5615 Corporate Blvd., Suite 400B, Baton Rouge, LA 70808
   
 
 
   
 
 
4.   The names and municipal addresses, not a post office box only, of the first managers, or the members:
 
    John M. Franck II (manager) — One Park Plaza, Nashville, TN 37203
   
 
 
    R. Milton Johnson (manager) — One Park Plaza, Nashville, TN 37203
   
 
 
    A. Bruce Moore, Jr. (manager) — One Park Plaza, Nashville, TN 37203
   
 
To be signed by each person who signed the articles of organization:
/s/ John M. Franck II
 
John M. Franck II
 
 
 
AGENT’S AFFIDAVIT AND ACKNOWLEDGEMENT OF ACCEPTANCE
I hereby acknowledge and accept the appointment of registered agent for and on behalf of the above named limited liability company.
         
  Registered agent(s) signature(s):    
  C T Corporation System
 		  
 
  /s/ Danny Verdecchia, Jr.    
  Danny Verdecchia, Jr. Asst. Secretary   
     
 
Sworn to and subscribed before me, the undersigned Notary Public, on this date: 6-26-09
NOTARY NAME MUST BE TYPED OR PRINTED WITH NOTARY #

(SEAL)
         
     
  /s/ Rudene Rembert    
  Notary Signature   
     
 


(see instructions on back)

 

 

(CERTIFICATE)

 

 

JAY DARDENNE
SECRETARY OF STATE
RECEIVED & FILED
DATE JUN 30 2009
CERTIFICATE OF MERGER OF
WOMEN’S AND CHILDRENS’ HOSPITAL, INC.
(a Louisiana corporation)
INTO
HAMILTON MEDICAL CENTER, LLC
(a Louisiana Limited Liability Company)
The undersigned delivers this Certificate of Merger pursuant to Louisiana R.S. 12:1360.
(1)   The name and state of each of the constituent entities is as follows:
 
    Merging Entity: Women’s and Children’s Hospital, Inc. — Louisiana corporation
 
    Surviving Entity: Hamilton Medical Center, LLC — Louisiana limited liability company
 
(2)   The effective date and time of the merger is June 30, 2009 at 11:59 p.m.
 
(3)   The agreement of merger was duly authorized and approved by Surviving Entity in accordance with R.S. 12:1359 and the agreement of merger was approved, adopted, certified, executed and acknowledged by Merging Entity in accordance with R.S. 12:112.
 
(4)   The name of the surviving entity is Hamilton Medical Center, LLC
 
(5)   As of the effective date and time of the merger the name of the surviving entity shall be changed from Hamilton Medical Center, LLC to The Regional Health System of Acadiana, LLC and the First Article of the Certificate of Formation shall be amended to read in its entirety as follows:
FIRST: The name of the limited liability company is The Regional Health System of Acadiana, LLC (the “Company”).
(7)   The executed agreement of merger is on file at One Park Plaza, Nashville, Tennessee 37203, the principal place of business of the surviving entity.

 

 

(8)   A copy of the agreement of merger will be furnished by the surviving entity, on request and without cost, to any member, shareholder, or partner of any constituent entity.
                     
MERGING ENTITY:       SURVIVING ENTITY:    
Women’s and Children’s Hospital, Inc.       Hamilton Medical Center, LLC    
 
                    
By:
  /s/ Dora A. Blackwood
 
Dora A. Blackwood 		      By:   /s/ John M. Franck II
 
John M. Franck II 		   
 
  Vice President and Secretary           Manager    

2

 

         
STATE OF TENNESSEE
    )  
 
    )  
COUNTY OF DAVIDSON
    )  
     The undersigned, a Notary Public in and for the State of Tennessee, County of Davidson, do hereby certify that on this 30th day of June, 2009, personally appeared before me Dora A. Blackwood who, being by me first duly sworn, declared that she is the Vice President and Secretary of Women’s and Children’s Hospital, Inc., that she signed the foregoing as Vice President and Secretary of said corporation, and that the statements contained therein are true.
     I have hereunto set my hand and seal on this 30th day of June, 2009.

(SEAL)
         
     
  /s/ Shirley E. Scharf    
  Shirley E. Scharf   
  Notary Public, State of Tennessee
     My Commission Expires Sept. 25, 2010 		  
 


         
STATE OF TENNESSEE
    )  
 
    )  
COUNTY OF DAVIDSON
    )  
     The undersigned, a Notary Public in and for the State of Tennessee, County of Davidson, do hereby certify that on this 30th day of June, 2009, personally appeared before me John M. Franck II, who, being by me first duly sworn, declared that he is the Manager of Hamilton Medical Center, LLC, that he signed the foregoing as Manager of said limited liability company, and that the statements contained therein are true.
     I have hereunto set my hand and seal on this 30th day of June, 2009.

(SEAL)
         
     
  /s/ Shirley E. Scharf    
  Shirley E. Scharf   
  Notary Public, State of Tennessee
     My Commission Expires Sept. 25, 2010