EX-3.25 28 a2200619zex-3_25.htm EX-3.25

Exhibit 3.25

 

ARTICLES OF ORGANIZATION

 

The undersigned, with the intention of creating a Maryland Limited Liability Company files the following Articles of Organization:

 

(1)                                  The name of the Limited Liability Company is:

 

Berlin Radiation Therapy Treatment Center,  LLC

 

(2)                                  The purpose for which the Limited Liability Company is filed is as follows:

 

to provide radiation oncology services and other services in connection therewith

 

(3)                                  The address of the Limited Liability Company in Maryland is

 

314 Franklin Avenue, Suite 200, Berlin, Maryland 21811

 

(4)                                  The resident agent of the Limited Liability Company in Maryland is

 

CSC-Lawyers Incorporating Service Company

 

whose address is 11 East Chase Street, Baltimore, MD 21202

 

 

 

CSC-Lawyers Incorporating Service Company

 

 

 

(5)

 

 

(6) By:

/s/ Bonnie H. Yerry

 

 

 

 

Resident Agent

 

 

 

 

Bonnie H. Yerry, Assistant Secretary

 

 

 

 

 

 

/s/ Darren Kelly

 

 

Authorized Person(s)

 

 

 

Filing party’s return address:

 

(7) c/o? Garfunkel, Wild & Travis

 

 

 

 

 

111 Great Neck Road

 

 

 

 

 

Great Neck, NY 11021

 

 

 

 

 

 

STATE OF MARYLAND

 

I hereby certify that this is a true and complete copy of the 2 page document on file in this office. DATED: 3-31-10

 

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

 

By:

/s/ Authorized Signatory

, Custodian

This stamp replaces out previous certification system. Effective: 6/95

 



 

CORPORATE CHARTER APPROVAL SHEET

**EXPEDITED SERVICE**      ** KEEP WITH DOCUMENT **

 

DOCUMENT CODE 40      BUSINESS CODE ??

 

 

 

 

 

#

 

 

 

 

 

Close                Stock                 Nonstock   

 

1000361990054554

 

 

 

P.A.         Religious

 

 

 

 

 

Merging (Transferor)

 

 

 

 

 

 

 

 

 

 

ID # W10342749 ACK # 1000361990054554

 

 

LIBER: B00734 FOLIO: 0738 PAGES: 0002

 

 

BERLIN RADIATION THERAPY TREATMENT CENT
ER, LLC

 

 

 

Surviving (Transferee)

 

12/08/2004 AT 12:40 P WD # 0000982085

 

 

 

 

 

 

 

 

New Name

 

 

 

 

FEES REMITTED

 

Base Fee:

??

 

o      Change of Name

Org. & Cap. Fee:

 

 

o       Change of Principal Office

Expedite Fee:

50

 

o      Change of Resident Agent

Penalty:

 

 

o      Change of Resident Agent Address

State Recordation Tax:

 

 

o      Resignation of Resident Agent

State Transfer Tax:

 

 

o      Designation of Resident Agent

          Certified Copies

 

 

         and Resident Agent’s Address

Copy Fee:

 

 

o      Change of Business Code

          Certificates

 

 

 

Certificate of Status Fee:

 

 

o      Adoption of Assumed Name

Personal Property Filings:

 

 

 

Other:

 

 

o      Other Change(s)

 

 

 

 

TOTAL FEES:

150

 

 

 

 

 

 

Credit Card   o             Check   x          Cash   o

 

Code 604

 

 

 

1 Documents on 1 Checks

 

Attention:

 

 

 

Approved By: Authorized Signatory

 

Mail to Address:

 

 

 

Keyed By:

 

 

 

 

 

COMMENT(S):

 

 

 

 

 

 

 

CUST ID : 0001533031
WORK ORDER : 0000982085
DATE : 12-08-2004 02:05 PM
AMT. PAID: $1,534.00

 



 

RESIDENT AGENT’S NOTICE OF CHANGE OF ADDRESS

 

I Certify that I, CSC- Lawyers Incorporating Service Company,

 

am the resident agent of                   & NOW YOU KNOW ENTERPRISES, LLC

(Name of Entity)

 

(See attached list for additional entities)

 

organized under the laws of                                         .  My address as resident

(State)

 

agent has changed from

11 East Chase Street

 

Baltimore, MD 21202

to

7 St. Paul Street, suite 1660

 

Baltimore, MD 21202.

 

o (CHECK IF APPLICABLE) The old and new addresses of the resident agent are also the old and new addresses of the principal office of this entity in Maryland.

 

The above named entity has been advised by me in writing of this change.

 

 

CSC-Lawyers Incorporating Service Company

 

 

 

/s/ John H. Pelletier

 

Resident Agent

 

 

 

JOHN H. PELLETIER

 

ASST. VICE PRESIDENT

 

Mail to:

State Department of Assessments & Taxation

 

301 W. Preston Street

CUST ID: 0001876809

 

Room 801

WORK ORDER: 0001319847

 

Baltimore, MD 21201-2395

DATE: 11-20-2006 09:24 AM

 

 

AMT. PAID: $80,000.00

 

STATE OF MARYLAND

 

I hereby certify that this is a true and complete copy of the 3 page document on file in this office. DATED: 3-31-10.

 

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

 

By:

/s/ Authorized Signatory

, Custodian

this stamp replaces out previous certification system. Effective: 6/95

 

 



 

RUN DATE: 11/28/2006

          TIME: 06.27.06

 

STATE OF MARYLAND

DEPARTMENT OF ASSESSMENTS AND TAXATION

MASS RESIDENT AGENT ADDRESS UPDATE

FOR CSC-LAWYERS INCORPORATING SERVICE COMPANY

PROGRAM: KASRACSC

PAGE 020

 

DEPT ID.

 

ENTITY NAME

W06552442

 

BEACHWOOD PLACE, LLC

Z11264587

 

BEACON HILL STAFFING GROUP, LLC

P10671535

 

BEACON RESIDENTIAL MANAGEMENT LIMITED PARTNERSHIP

Z06914899

 

BEAMHIT, LLC

W10292035

 

BEAN & ASSOCIATES, LLC

D11262963

 

BEAR & CAT TRUCKING, INC.

F05233952

 

BEAR CRESK STORES, INC.

F05636089

 

BEARINGPOINT, INC.

F07700107

 

BEAUTY & BRAIDS SALON, INC.

W06290027

 

BEAZER CLARKSBURG, LLC

P05145941

 

BEAZER HOMES CORP.

F05178629

 

BEAZER MORTGAGE CORPORATION

F06737977

 

BECKER & ASSOCIATES CONSULTING, INC.

F06988760

 

BED ROCK, INC.

Z06414148

 

BEDHINSTER CAPITAL FUNDING CORPORATE DRIVE, LLC

Z06414130

 

BEDHINSTER CAPITAL FUNDING PROFESSIONAL PLACE, L.L.C.

P10620326

 

BEELINE OPERATIONS CORP.

D05927101

 

BEL AIR HOSTING & DESIGN, INC.

F10680?33

 

BELDEN CDT NETWORKING, INC.

W11577655

 

BELL FAMILY FOODS, LLC

W11265543

 

BELL'S LANDSCAPING & HOME IMPROVEMENT, LLC

W11040193

 

BELLMONT SPEECH-LANGUAGE PARTNERS, LLC

F10724821

 

BELSNICKEL ENTERPRISES, INC.

W11393420

 

BELT RUS, LLC

P06919229

 

BELTWAY ACQUISITION CORPORATION

Z06979215

 

BELTWAY DISPOSAL SERVICES LLC

W12060868

 

BELTWAY INVESTMENTS GROUP, LLC

Z11289303

 

BENCHMARK RECEIVABLES MANAGEMENT, LLC

?04572533

 

BENECARD SERVICES, INC.

?10852721

 

BENEFIT ADMINISTRATIVE SYSTEMS, L.L.C.

?07553621

 

BENEFIT COSMETICS LLC

F10382638

 

BENEFIT RESOURCING, INC.

?06943021

 

BENEFITNATION, INC.

F04856662

 

BE??SIGHT, INC.

D11491172

 

BE??SYLE MORTGAGE INC.

W10888816

 

BENNETT CARPENTRY, LLC

D04524476

 

BENNINGTON CORPORATE CENTER ASSOCIATION, INC.

B07195621

 

BENSON PARK BUSINESS TRUST

Z07782436

 

BERSON SETTLEMENT COMPANY LLC

F06208631

 

BENTERRA CORPORATION

F04439691

 

BERGEN MULTIFAMILY, INC.

F04845913

 

BERKS CREDIT & COLLECTIONS, INC.

Z10961696

 

BERKS MORTGAGE SERVICES, LLC

Z10375608

 

BERKSHIRE PROPERTY ADVISORS, L.L.C.

W10342749

 

BERLIN RADIATION THERAPY TREATMENT CENTER, LLC

?06001069

 

BERLINER COMMUNICATIONS, INC.

F05731658

 

BERLITZ LANGUAGES, INC.

M01833003

 

BERMAN ENTERPRISES II LIMITED PARTNERSHIP

D10345403

 

BEROVIDES REAL ESTATE SERVICES, INC.

F05560578

 

BERRYVILLE GRAPHICS, INC.

Z115536?2

 

BERT??SMANN MUSIC GROUP LLC

W07444219

 

BERYLONYX 6312, LLC

 



 

CORPORATE CHARTER APPROVAL SHEET

** KEEP WITH DOCUMENT **

 

DOCUMENT CODE 82      BUSINESS CODE

 

 

 

 

 

# W11297900

 

 

 

 

 

Close         Stock          Nonstock   

 

10003?1993931520

 

 

 

P.A.         Religious

 

 

 

 

 

Merging (Transferor)

 

 

 

 

 

 

 

 

 

 

ID # W11287900 ACK # 10003?1993931520

 

 

LIBER: ?01035 FOLIO: 1509 PAGES: 0185

 

 

& NOW YOU KNOW ENTERPRISES, LLC

 

 

 

Surviving (Transferee)

 

11/20/2006 AT 09:24 A W? ? 0001319847

 

 

 

 

 

 

 

 

New Name

 

FEES REMITTED

 

Base Fee:

25

 

  o   Change of Name

Org. & Cap, Fee:

 

 

  o   Change of Principal Office

Expedite Fee:

 

 

  o   Change of Resident Agent

Penalty:

 

 

  x   Change of Resident Agent Address

State Recordation Tax:

 

 

  o   Resignation of Resident Agent

State Transfer Tax:

 

 

  o   Designation of Resident Agent

          Certified Copies

 

 

        and Resident Agent's Address

Copy Fee:

 

 

  o   Change of Business Code

          Certificates

 

 

 

Certificate of Status Fee:

 

 

  o   Adoption of Assumed Name

Personal Property Filings:

 

 

 

Mail Processing Fee:

 

 

 

Other:

 

 

  o     Other Change(s)

 

 

 

 

TOTAL FEES:

25

 

 

 

 

 

 

Credit Card    o               Check     o      Cash   o

 

Code 049

 

 

 

           Documents on                Checks

 

Attention:

 

 

 

Approved By: 012

 

Mail: Name and Address

 

 

CSC-LAWYERS INCORPORATING SERVICE COMPAN

Keyed By:

 

7 ST, PAUL STREET, SUITE 16?0

 

 

BALTIMORE                           MO 21202

COMMENT(S):

 

 

 

 

 

 

 

Stamp Work Order and Customer Number HERE

 

 

 

 

 

CUST ID: 0001878809

WORK ORDER: 0001319847

DATE: 11-20-2008 09:24 AM

AMT. PAID: $?0,000,00

 


 

 

EXECUTION COPY

 

 

RECEIVED

 

DEPARTMENT OF

 

ASSESSMENT & TAXATION

 

ARTICLES OF SALE AND TRANSFER

 

ARTICLES OF SALE AND TRANSFER entered into this 3rd day of July, 2007 by and between SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A., a Maryland corporation (the “Transferor”), and BERLIN RADIATION THERAPY TREATMENT CENTER, LLC, a Maryland limited liability company (the “Transferee”).

 

THIS IS TO CERTIFY:

 

FIRST: The Transferor does hereby agree to sell, assign and transfer substantially all of its property and assets to the Transferee, its successors and assigns, as hereinafter set forth.

 

SECOND: The name, post office address and principal place of business of the Transferee is: 2234 Colonial Boulevard, Fort Myers, Florida 33907.

 

THIRD: The name and state of incorporation/formation of each entity party to these Articles of Sale and Transfer are as follows:

 

a.         The Transferor is Scott A. Edwards, M.D. & Associates, P.A., a corporation organized under the general laws of the State of Maryland.

 

b.         The Transferee is Berlin Radiation Therapy Treatment Center, LLC, a limited liability company organized under the general laws of the State of Maryland.

 

FOURTH: The principal office of the Transferor is in the County of Wicomico, State of Maryland. The only county in which the Transferor owns property, the title to which could be affected by the recording of an instrument among the land records, is: NONE.

 

FIFTH: The location of the principal office of the Transferee in the State of Maryland is 314 Franklin Avenue, Berlin, Maryland. The only county in which the Transferee owns property, the title to which could be affected by the recording of an instrument among the land records, is: NONE.

 

STATE OF MARYLAND

 

I hereby certify that this is a true and complete copy of the 7 page document on file in this office. DATED: 3-31-10

 

STATE DEPARTMENT OF ASSESSMENTS AND TAXATION

 

BY:

/s/ Authorized Signatory

, Custodian

This stamp replaces our previous certification system. Effective: 6/95

 

1



 

SIXTH: The Board of Directors of the Transferor, by unanimous written informal action signed by all the members thereof filed with the minutes of the proceedings of the Board of Directors of the Transferor, duly adopted a resolution declaring that the sale, assignment and transfer of substantially all the assets of the Transferor pertaining or related to providing radiation oncology services as herein set forth is advisable and directing that these Articles of Sale and Transfer be submitted for action thereon to the stockholders of the Transferor by unanimous written informal action, all in the manner and by the vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of the Transferor.

 

A unanimous written informal action setting forth approval of these Articles of Sale and Transfer was signed by all of the stockholders of the Transferor entitled to vote thereon, and such unanimous written informal action is filed with the minutes of the proceedings of the Stockholders of the Transferor, all in the manner and by the vote required by the Corporations and Associations Article of the Annotated Code of Maryland and the Charter of the Transferor.

 

SEVENTH: The sole member of the Transferee, by written consent, duly authorized and adopted a resolution approving these Articles of Sale and Transfer.

 

EIGHTH: In consideration of the payment to the Transferor of Sixteen Million One Hundred Thousand Dollars ($16,100,000.00) in accordance with the terms and conditions of that certain Asset Purchase Agreement by and between Transferee and Transferor dated May 24, 2007 (the “Agreement”), the Transferor does hereby bargain, sell, deed, grant, convey, transfer, set over and assign to the Transferee, its successors and assigns, all of the assets as set forth in the Agreement.

 

NINTH: These Articles of Sale and Transfer are executed, acknowledged, sealed and delivered in the State of Maryland by the Transferor, a Maryland corporation, and the Transferee, a Maryland limited liability company, and it is accordingly understood and agreed that these Articles of Sale and Transfer shall be construed in accordance with the law applicable to contracts made and entirely to be performed within the State of Maryland.

 

[SIGNATURE PAGE TO FOLLOW]

 

2



 

IN WITNESS WHEREOF, Transferor and Transferee, parties to these Articles of Sale and Transfer, have caused these Articles of Sale and Transfer to be signed and acknowledged, in their respective names and on behalf of each entity, parties to these Articles of Sale and Transfer, by their respective president or authorized member and attested by their respective secretary or witness as of this 3rd day of July, 2007.

 

ATTEST:

 

SCOTT A. EDWARDS, MD. & ASSOCIATES,

 

 

P.A.

 

 

 

 

 

 

/s/ Authorized Signatory

 

By:

/s/ Scott A. Edwards, M.D.

 

, Secretary

 

 

Name:

Scott A. Edwards, M.D.

 

 

 

Title:

President

 

 

 

 

 

BERLIN RADIATION THERAPY

 

 

TREATMENT CENTER, LLC

 

 

 

 

 

 

/s/ Authorized Signatory

 

By:

/s/ David N.T. Watson

 

 

 

Name:

David N.T. Watson

 

 

 

Title:

Executive Vice President

 

 

 

 

and Chief Financial Officer

 

 

CUST ID: 0002083027

 

WORK ORDER: 0001526065

 

DATE: 02-05-2008 12:43 PM

 

AMT. PAID: $100.00

 

ARTICLES OF SALE AND TRANSFER
SIGNATURE PAGE

 



 

THE UNDERSIGNED, an authorized officer of SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A., who executed on behalf of said corporation the foregoing Articles of Sale and Transfer, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Sale and Transfer to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

 

 

/s/ Scott A. Edward, M.D.

 

Name:

Scott A. Edward, M.D.

 

Title:

President

 

THE UNDERSIGNED, an authorized officer of BERLIN RADIATION THERAPY TREATMENT CENTER, LLC, who executed on behalf of said limited liability company, the foregoing Articles of Sale and Transfer, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said limited liability company, the foregoing Articles of Sale and Transfer to be the act of said limited liability company and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

 

 

By:

/s/ David N.T. Watson

 

 

Name:

David N.T. Watson

 

 

Title:

Executive Vice President

 

 

 

and Chief Financial Officer

 

ARTICLES OF SALE AND TRANSFER
SIGNATURE PAGE

 



 

CORPORATE CHARTER APPROVAL SHEET
** KEEP WITH DOCUMENT **

 

DOCUMENT CODE 12      BUSINESS CODE

 

 

 

 

 

#

 

 

 

 

 

Close                 Stock                      Nonstock       

 

1000361996121509

 

 

 

P.A.            Religious                

 

 

 

 

 

(Transferor) Scott A. Edwards,

 

 

M.D. & Associates, P.A.

 

ID # D03409002 ACK # 1000361996121509

D03489002 (MD)

 

PAGES: 0007

 

 

SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A.

 

 

 

 

 

 

(Transferee) Berwin Radiation

 

02/05/2008 AT 12:43 P WO # 0001526065

Therapy Treatment Center,

 

 

LLC - W10342749 (MD)

 

 

 

 

New Name

 

 

 

FEES REMITTED

 

 

 

 

Base Fee:

100

o Change of Name

Org. & Cap. Fee:

 

o Change of Principal Office

Expedite Fee:

 

o Change of Resident Agent

Penalty:

 

o Change of Resident Agent Address

State Recordation Tax:

 

o Resignation of Resident Agent

State Transfer Tax:

 

o Designation of Resident Agent

          Certified Copies

 

 and Resident Agent's Address

Copy Fee:

 

o Change of Business Code

          Certificates

 

 

Certificate of Status Fee:

 

o Adoption of Assumed Name

Personal Property Filings:

 

 

Mail Processing Fee:

 

 

Other:

 

o Other Change(s)

 

 

 

TOTAL FEES:

100

 

 

 

 

Credit Card o               Check x            Cash  o

Code

 

 

                Documents on      Checks

Attention:

 

 

Approved By:  2

 

Mail: Name and Address

 

SCOTT A. EDWARDS, M.D. & ASSOCIATES, P.A

Keyed By:

 

 

2234 COLONIAL BLVD.

 

FORT MYERS                     FL 33807

COMMENT(S):

 

 

 

 

CUST ID: 0002083027

 

WORK ORDER: 0001526065

 

DATE: 02-05-2008 12:43 PM

 

AMT. PAID: $100.00