EX-3.149 150 a2187815zex-3_149.htm ARTICLES OF ORGANIZATION OF SANDY SPRINGS, LLC

Exhibit 3.149

 

ARTICLES OF ORGANIZATION
OF
SMBISS SANDY SPRINGS, LLC

 

The undersigned person acting as the organizer of a limited liability company under the Tennessee Limited Liability Company Act (the “Act”) adopts the following Articles of Organization (the “Articles”).

 

Name

 

The name of the limited liability company is SMBISS Sandy Springs, LLC (the “LLC”).

 

Registered Office and Agent

 

The address of the registered office is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215. The name of the initial Registered Agent at this address is Gregg A. Stanley.

 

Organizer

 

Matt N. Thomson, Esq. whose address is 511 Union Street, Suite 2700, Nashville, Davidson County, Tennessee 37219-1760 is the organizer of the LLC.

 

Number of Members

 

At the date of the filing of the Articles, there is one member.

 

Date of Formation

 

The existence of the LLC is to begin upon the filing of the Articles.

 

Management

 

The LLC shall be member-managed. The business of the LLC shall be conducted under the management of its members. The members, by majority vote, may cause the LLC to become a board-managed LLC and direct the secretary to file an amendment to the Articles so signifying.

 

Principal Executive Office

 

The Principal Executive Office of the LLC is 40 Burton Hills Boulevard, Suite 500, Nashville, Davidson County, Tennessee 37215.

 



 

5344 0189

 

 Transfer of Membership Interest

 

No Member may transfer or assign his membership interest or any part thereof to any person except as provided in the operating agreement. No holder may transfer or assign his financial rights to any person except as provided in the operating agreement. The consent to transfer may be by member action as provided in the operating agreement. In absence of a provision in the operating agreement, the default rules of the Act shall apply.

 

Dissolution Events

 

The events or actions that constitute a dissolution may be by member action or such other event as provided in the operating agreement or the having of no members. In absence of a provision in the operating agreement, the dissolution events shall be the having of no members, or a unanimous vote of the members to dissolve.

 

Preemptive Rights and Right of First Refusal

 

Members and parties to a contribution agreement may have preemptive rights if so provided in the operating agreement. The members and/or the LLC and/or a specific member may have rights of first refusal if they are set forth in the operating agreement.

 

Action on Recommendation

 

If the operating agreement so provides, action on recommendation as permitted in T.C.A. §48-223-103 shall be allowed.

 

Expulsion

 

If the operating agreement so provides, a member may be expelled as provided therein.

 

 

 

 

 

Dated: January 31, 2005

 

 

/s/ Matt N. Thomson

 

 

 

Matt N. Thomson, Organizer