EX-3.5 4 g26997exv3w5.htm EX-3.5 exv3w5
Exhibit 3.5
         
    Delaware   PAGE 1
         
    The First State    
     I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF “AMG-CROCKETT, LLC” AS RECEIVED AND FILED IN THIS OFFICE.
     THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
     CERTIFICATE OF FORMATION, FILED THE FIFTEENTH DAY OF DECEMBER, A.D. 1998, AT 9 O’CLOCK A.M.
     CERTIFICATE OF MERGER, FILED THE TWENTY-SECOND DAY OF APRIL, A.D. 1999, AT 2:15 O’CLOCK P.M.
     CERTIFICATE OF AMENDMENT, FILED THE TWENTY-SECOND DAY OF JANUARY, A.D. 2002, AT 10 O’CLOCK A.M.
     AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “AMG-CROCKETT, LLC”.
         
2980174     8100H
  (LOGO)   /s/ Jeffrey W. Bullock
 
     

110292069
You may verify this certificate online
at corp. delaware.gov/authver.shtml
    Jeffrey W. Bullock, Secretary of State
AUTHENTICATION: 8619717

DATE: 03-14-11

 


 

     
 
  STATE OF DELAWARE
 
  SECRETARY OF STATE
 
  DIVISION OF CORPORATIONS
 
  FILED 09:00 AM 12/15/1998
 
  981485803 — 2980174
CERTIFICATE OF FORMATION
OF
AMG — CROCKETT, LLC
Under Section 18-201 of the
Delaware Limited Liability Company Act
          FIRST: The name of the limited liability company is AMG — Crockett, LLC (the “Company”).
          SECOND: The address of the registered office of the Company in the State of Delaware is 1013 Centre Road, Wilmington, Delaware 19805.
          THIRD: The name and address of the Company’s registered agent for service of process is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805.
          IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of December 15, 1998.
         
     
  By:   /s/ John M. Franck II    
    Name:   John M. Franck II   
    Title:   Authorized Person   

 


 

         
     
 
  STATE OF DELAWARE
 
  SECRETARY OF STATE
 
  DIVISION OF CORPORATIONS
 
  FILED 02:15 PM 04/22/1999
 
  991159162 — 2980174
CERTIFICATE OF MERGER
OF
COLUMBIA MEDICAL GROUP — CROCKETT, INC.
INTO
AMG—CROCKETT, LLC
Pursuant to Section 18-209 of the
Delaware Limited Liability Company Act
          The undersigned limited liability company and corporation DO HEREBY CERTIFY:
          FIRST: The name and the state of formation or organization of each of the constituent entities to the merger are as follows:
     
Name   State of Formation or Organization
AMG— Crockett, LLC (the “LLC”)   Delaware
     
Columbia Medical Group — Crockett,
Inc. (the “Company”)
  Tennessee
          SECOND: An Agreement and Plan of Merger between the constituent entities to the merger (the “Merger Agreement”) has been approved and executed by each of the constituent entities to the merger.
          THIRD: The Company shall be merged with and into the LLC, with the LLC being the surviving entity (the “Surviving Entity”) in the merger, and the name of the Surviving Entity shall be AMG — Crockett, LLC.
          FOURTH: The Certificate of Formation of the LLC at the effective time of the merger shall be the Certificate of Formation of the Surviving Entity.
          FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Entity. The address of the Surviving Entity is One Park Plaza, Nashville, Tennessee 37203.

 


 

          SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Entity, on request and without cost, to any shareholder or member, as the case may be, of the constituent entities.
          SEVENTH: This Certificate of Merger shall be effective on April 22, 1999.
*****

2


 

          IN WITNESS WHEREOF, this Certificate of Merger has been executed on this 21st day of April, 1999.
         
  AMG-CROCKETT, LLC
 
 
  By:   /s/ John M. Franck II    
    Name:   John M. Franck II   
    Title:   Manager   
 
         
  COLUMBIA MEDICAL GROUP — CROCKETT, INC.
 
 
  By:   /s/ R. Milton Johnson    
    Name:   R. Milton Johnson   
    Title:   Vice President   
 

3


 

     
 
  STATE OF DELAWARE
 
  SECRETARY OF STATE
 
  DIVISION OF CORPORATIONS
 
  FILED 10:00 AM 01/22/2002
 
  020041609 — 2980174
CERTIFICATE OF AMENDMENT
OF
AMG-Crockett, LLC
     1. The name of the limited liability company is AMG-Crockett, LLC
     2. The Certificate of Formation of the limited liability company is hereby amended as follows:
The name and address of the registered agent The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
     IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of AMG-Crockett, LLC this 15 day of January, 2002.
         
  AMG-Crockett, LLC
 
 
  By:   /s/ William F. Carpenter III    
    William F. Carpenter III   
    Title Manager