READ CAREFULLY THE INSTRUCTIONS Agreement for Incorporation [ILLEGIBLE] [ILLEGIBLE]
Exhibit 3.323
READ CAREFULLY THE INSTRUCTIONS
[ILLEGIBLE]
[ILLEGIBLE]
To purchase and own real estate and personal property necessary or convenient in
conducting and operating a general hospital.
To erect, construct, own & maintain buildings and all structures and all furniture
fixtures and apparatus necessary or convenient for use in maintaining and operating a general
hospital.
To establish, organize, maintain and conduct a general hospital for medical and
surgical treatment of persons for compensation; and to give charity patients surgical and
medical treatment.
To organize, maintain and conduct a general school for teaching, training and graduating men
and women as trained nurses and to issue to them diplomas of graduation as such and certificates of
attendance and work done in such school and hospital under rules and regulations provided by law
and the by laws of this corporation.
To do any and all other thing, not herein innumerated in maintaining and operating a general
hospital for all kinds of surgical and medical treatment and a school or training and graduating
nurses.
[ILLEGIBLE]
[ILLEGIBLE]
[ILLEGIBLE]
STATE OF WEST VIRGINIA
CERTIFICATE
J.
Xxxxxx X. Xxxxx, Secretary of State of the State of West Virginia,
hereby certify that
X. X. Zasant, President of
KINGS DAUGHTERS GENERAL HOSPITAL,
a
corporation created and organized under the laws of the State of
West Virginia, has certified to me under his signature, that, at a meeting of the
stockholders of said corporation, regularly hold in accordance with the requirements of the
law of said State, at the office thereof, in the City of Rockley, west Virginia, on the 20th day of March, 1928, at which
meeting a majority of stock of such corporation being represented by
the holders thereof, in person or by proxy, and voting for the
following resolution, the same was duly and regularly adopted and passed, to with:
“Be
it resolved, that the name of this company be changed from Kings Daughters General Hospital to the
Raleigh General Hospital, by which latter name it shall hereafter be known, and that the President or other officers be directed
and empowered to certify this resolution to the
Secretary of State of the State of West Virginia, and to do all things required by the law to complete such charge.”
WHEREFORE,
I do declare said change of name to be authorized by law, and that
said corporation shall hereafter be known by the name of RALEIGH
GENERAL HOSPITAL.
| Given under my hand and the Great Seal of the said State, at the City of Charleston, this FOURTH |
||||
| day of APRIL, 1928. | ||||
(G. S.)
|
XXXXXX X. XXXXX. | |||
| Secretary of State |
I, X. X. XxxXxxx, President of Raleigh General Hospital Company, a corporation created
under the laws of the State of West Virginia, do hereby certify to the Secretary of
State of West Virginia that at a special meeting of the stockholders of said company,
regularly held at the office of the company in the City or Beckley, and State of West
Virginia, on the 20th day of March, 1928, at which meeting a majority of the stock of said
company was present, and represented by the holders thereof, or under authority of proxies
duly given, so authorizing the voting of the same, as if they were present and voting,
and the following resolution was offered and carried by unanimous vote of all present, which
was more than a majority of all the stock of this company:
“Be
it resolved, that the same of this company be changed from Alags
Daughters General Hospital to the Raleigh General Hospital, by which
latter name it
shall hereafter be known, and that the President, or other officers be
directed and empowered to certify this resolution to the Secretary of State of the State of West Virginia,
and to do all things required by the law to complete such change.”
and the said resolution was declared as duly adopted.
I
do further certify that notice of the intention to offer such resolution was given by letter
to each individual stockholder of this company to his last known Post Office address for more
than fourteen days prior to the 20th day of March, 1928, and that
such notices were in
compliance with the by-laws of this company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the common seal of said
company, this the 22nd day of March, 1928.
Given under my hand and the common seal of said corporation.
| /s/ [ILLEGIBLE]
|
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This company has |
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no incorporate seal. |
STATE OF WEST VIRGINIA
CERTIFICATE
I, XXXXXX X. XXXXX, Secretary of State of the State of West Virginia hereby certify
that
X. X. Xxxxxxx, President of
RALEIGH GENERAL HOSPITAL, a corporation created and organized under the laws of the state of West Virginia, has
certified to me under his signature and the corporate seal of said corporation,
that, at a meeting of the stockholders of said corporation, regularly held in
accordance with the requirements of the law of said State, at the office thereof, in
the City of Xxxxxxx. West Xxxxxxxx, on the 20th day of November, 1929, at which
meeting a majority of stock or such corporation being represented by the holders
thereof, in person or by proxy, and voting for the following resolution, the same
was duly and regularly adopted and passed, to wit:
“RESOLVED, That the authorized capital stock of Raleigh General
Hospital, a corporation, be increased from One Thousand (1000) shares of
the par value of Fifty ($50) Dollars each, to Two Thousand (2000) shares of
the par value of Fifty ($50) Dollars each, so that the authorized capital
stock of said corporation shall hereafter be One Hundred Thousand ($100,000)
Dollars instead of Fifty Thousand ($50,000) Dollars as heretofore.”
WHEREFORE, I do declare said increase of the authorized capital stock as
set forth in the foregoing resolution authorized by law.
| Given under my hand and the Great Seal of the said State, at the City of Charleston, this THIRTIETH |
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| day of NOVEMBER, 1929. | ||||
(G. S.)
|
XXXXXX X. XXXXX. | |||
| Secretary of State | ||||
I, X. X. XXXXXXX, President of Raleigh General Hospital, a corporation created and
organized under the laws of the State of West Virginia, do hereby certify to the Secretary of
State of the State of West Virginia, that, at a meeting of the stockholders of said corporation
regularly held in accordance with the requirements of the law of said State at the office of the
said corporation at Beckley on the 20th day of November, 1929 at which meeting a majority of the
stock of said corporation being represented by the holders thereof, in person or by proxy, and
voting for the following resolution, the same was duly and regularly
adopted and passed, to-wits
“RESOLVED, That the authorized capital stock of Raleigh General Hospital, a
corporation, be increased from One Thousand (1000) shares of the par value
of Fifty ($50) Dollars each, to Two Thousand (2000) shares of the par value of
Fifty ($50) Dollars each, so that the authorized capital stock of
said corporation shall hereafter “be One Hundred Thousand ($100,000) Dollars
instead of Fifty Thousand ($50,000) Dollars as heretofore”.
Given
under may hand and the seal of said corporation this
the 20th day of November, 1929.
| /s/ X. X. Xxxxxxx | ||||
| PRESIDENT OF | ||||
| RALEIGH GENERAL HOSPITAL. | ||||
FILED
SEP 30 2005
IN THE OFFICE OF
SECRETARY OF STATE
SEP 30 2005
IN THE OFFICE OF
SECRETARY OF STATE
Xxxxx Xxxxxxx
|
|
Xxxxxx Xxxxxx, Manager | ||
Secretary of State
|
Corporations Division | |||
State Capital Bldg.
|
Tel: (000)000-0000 | |||
0000 Xxxxxxx Xxxx. East
|
Fax (000) 000-0000 | |||
Xxxxxxxxxx, XX 00000
|
Hrs-8:30-5:00pm |
xxx.xxxxx.xxx
|
WEST VIRGINIA | xxxxxxxx@xxxxx.xxx | ||
| STATEMENT OF CONVERSION | ||||
FEE: $25
|
of a domestic corporation to a domestic limited liability company | |||
| (form to accompany the articles of organization |
In
accordance with §31D-11-1109 of the Code of West Virginia, the undersigned
organization adopts the following Articles of Conversion.
(Check appropriate boxes and complete each line of the application)
| 1. | þ The corporation was converted to a limited liability company |
| 2. | The name of the corporation that converted to a limited liability company, and if it has [ILLEGIBLE], the name under which it was originally incorporated is: Raleigh General Hospital |
| 3. | The date of filing of its original articles of incorporation with the West Virginia Secretary of State’s Office is: August 14, 1920. |
| 4. | The name of the limited liability company into which the corporation shall be converted is: Raleigh General Hospital, LLC |
| 5. | The following statement must be checked before the Secretary of State can approve the conversion. |
| þ The conversion has been approved in accordance with the provisions of West Virginia Code §31D-11-1109. (see below) |
31D-11-1109
(b) The Board of Directors of the corporation which desires to
convert under this section shall adopt a plan of conversion approving the
conversion and recommending the approval of the conversion by the shareholders of
the corporation. Such resolution shall be submitted to the shareholders of the
corporation at an annual or special meeting. The corporation must notify each
shareholder, whether or not entitled to vote of the meeting of shareholders at
which the plan of conversion is to be submitted for approval. At the meeting, the
plan of conversion shall be considered and a vote taken for its adoption or
rejection. Approval of the plan of conversion requires the approval of all of the
shareholders, whether or not entitled to vote.
6.
|
The requested effective date is: | þ the date and time of filing | ||
| [Requested date may not be earlier than | ||||
| filing nor later than 90 days after filing.] | o the following date: |
| 7. | Contact name and number of person to reach in case of problem with filing: (optional, however, listing one may help to avoid a return or rejection of filing if there appears to be a problem with the document) |
| Name: Xxxxxxx Xxxxxxx Xxxxx, Esq. | Phone: 000-000-0000 |
| 8. | Signature of person executing document: |
[ILLEGIBLE]
|
Attorney in-fact for Manager
(Example: member, manager, etc.) |
| Form CD-10 | Issued by the WV Secretary of State | Revised 6/1/05 |
FILED
SEP 30 2005
IN THE OFFICE OF
SECRETARY OF STATE
SEP 30 2005
IN THE OFFICE OF
SECRETARY OF STATE
Xxxxx Xxxxxxx
|
Xxxxxx Xxxxxx, Manager | |||
Secretary of State
|
Corporations Division | |||
State Capital Building
|
Tel: (000) 000-0000 | |||
0000 Xxxxxxx Xxxx. East
|
Fax: (000) 000-0000 | |||
Xxxxxxxxxx, XX 00000-0000
|
WEST VIRGINIA | Hours: 8:30 a.m. - 5:00 p.m. ET | ||
| ARTICLES OF ORGANIZATION | ||||
| OF LIMITED LIABILITY COMPANY | Control# |
We, acting as organizers according to West Virginia Code §31B-2-202, adopt
the following Articles of Organization for a West Virginia Limited Liability
Company:
1.
|
The name of the West Virginia limited liability Company Shall be: [The name must contain one of the required terms such as “limited liability company” or abbreviations such as “LLC” or “PLLC”—see Instructions for list of acceptable terms.] | Raleigh General Hospital, LLC | ||
2.
|
The company will be an: | þ LLC o | professional LLC for the profession of | |||
3.
|
The address of the initial designated office of the company in WV, if any, will be: [need not be a place of the company’s business] | Street: | ||||
| City/State/Zip: | WV | |||||
4. |
The mailing address of the principal office, if different, will be: | Street/Box: | Xxx Xxxx Xxxxx | |||
| Xxxx/Xxxxx/Xxx: | Xxxxxxxxx, XX 00000 | |||||
5. |
The name and address of the agent for service of process, If any, is: | Name: | CT Corporation System | |||
| Street: | 000 Xxxxxxxx Xxxxxx Xxxx |
|||||
| Xxxx/Xxxxx/Xxx: | Xxxxxxxxxx, XX 00000 | |||||
| The mailing address of the | Street/Box: | |||||
| above agent of process, if different, is: | ||||||
| City/State/Zip: | ||||||
| 6. | The name and address of each organizer: |
| Name | No. & Street | City. State. Zip | ||
Hospital Corp., LLC
|
Xxx Xxxx Xxxxx | Xxxxxxxxx, XX 00000 | ||
7. The company will be:
|
þ an at-will company, for an indefinite period. | |
| o a term company, for the term of years. |
| FFORM LLD-I | Issued by the Xxxxxxxxx xx Xxxxx, Xxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000-0000 | Revised 1/05 |
| WEST VIRGINIA ARTICLES OF ORGANIZATION OF LIMITED LIABILITY COMPANY | Page 2 |
| 8. | The Company will be: |
o member-managed,
[List the name and address of each member with signature authority, attach an extra sheet if needed] |
OR | þ manager-managed, [List the name and address of each manager with signature authority, attach an extra sheet if needed.] |
| Name | Address | City State Zip | ||
Xxxx X. Xxxxxx XX
|
Xxx Xxxx Xxxxx | Xxxxxxxxx, XX 00000 | ||
R. Xxxxxx Xxxxxxx
|
Xxx Xxxx Xxxxx | Xxxxxxxxx, XX 00000 | ||
A. Xxxxx Xxxxx, Jr.
|
Xxx Xxxx Xxxxx | Xxxxxxxxx, XX 00000 |
9.
|
All or specified members of a limited liability company are liable in their capacity as members for all or specified debts, obligations or liabilities of the company. | þ | NO— | All debts, obligations and liabilities are those of the company. | ||||
| o | YES— | Those persons who are liable in their capacity as members for all debts, obligations or liability of the company have consented to this in writing. |
| 10. | The purposes for which this limited liability company is formed are as follows: (Describe the type(s) of business activity which will be conducted, for example, “real estate,” “construction of residential and commercial buildings,” “commercial printing,” “professional practice of architecture.”) | |
| Any lawful business permitted by the West Virginia Uniform Limited Liability Company Act, including without limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing, and otherwise dealing with real property and healthcare businesses. | ||
| 11. | Other provisions which may be set forth in the operating agreement or matters not inconsistent with law: | |
| [See instructions for further information; use extra pages if necessary.) | ||
| 12. | The number of pages attached and Included in these Articles is 2. |
13.
|
The requested effective date is: | þ the date & time of filing | ||
| [Requested date may not be earlier than | ||||
| filing nor later than 90 days after filing.] | o the following date and time |
| 14. | Contact and Signature Information: |
| a. | Contact person to reach in case there is a problem with filing: Xxxxxxx Xxxxxxx Xxxxx, Esq. | ||
| Phone # 000-000-0000 | |||
| Business email address, if any: | |||
| b. | Signature of: (manager of a manager-manged company, member of a member-managed company, person organizing the company, if the company has not been formed or attorney-in-fact for any of the above. |
Xxxxx Xxxx |
Attorney-in-fact for Manager | /s/ Xxxxx Xxxx | ||
Name [print or type] |
Title/Capacity | Signature |
