EX-3.12 2 d318238dex312.htm EXHIBIT 3.12 Exhibit 3.12

Exhibit 3.12

 

  

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 “BERWICK HOSPITAL COMPANY, LLC” AS RECEIVED AND FILED IN THIS OFFICE.

THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:

CERTIFICATE OF FORMATION, FILED THE TWENTY-NINTH DAY OF OCTOBER, A.D. 2007, AT 10:01 O’CLOCK A.M.

CERTIFICATE OF MERGER, FILED THE TWENTY-EIGHTH DAY OF DECEMBER, A.D. 2007, AT 10:02 O’CLOCK A.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2007, AT 11:59 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY, “BERWICK HOSPITAL COMPANY, LLC”.

 

        4447833        8100H

 

        111140343

  LOGO  

/s/    Jeffrey W. Bullock        

Jeffrey W. Bullock, Secretary of State

AUTHENTICATION:    9118935

 

             DATE:     10-27-11

You may verify this certificate online

at corp.delaware.gov/authver.shtml


   

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:29 AM 10/29/2007

FILED 10:01 AM 10/29/2007

SRV 071162582 – 4447833 FILE

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

 

  First: The name of the limited liability company is Berwick Hospital Company, LLC.
  Second: The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington (New Castle County). The name of its Registered agent at such address is Corporation Service Company.
 
  Third: (Use this paragraph only if the company is to have a specific effective date of dissolution.) “The latest date on which the limited liability company is to dissolve is                                          .”
  Fourth: (Insert any other matters the members determine to include herein.)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

In Witness Whereof, the undersigned have executed this Certificate of Formation of Berwick Hospital Company, LLC this 26 day of October, 2007.

 

BY:  

/s/ Robin J. Keck

  Authorized Person(s)
NAME:  

Robin J. Keck, Organizer

  Type or Print


     

State of Delaware

Secretary of State

Division of Corporations

Delivered 10:21 AM 12/28/2007

FILED 10:02 AM 12/28/2007

SRV 071369624 – 4447833 FILE

CERTIFICATE OF MERGER

MERGING

CHS BERWICK HOSPITAL CORPORATION

WITH AND INTO

BERWICK HOSPITAL COMPANY, LLC

The undersigned limited liability company, formed and existing under and by virtue of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., does hereby certify that:

FIRST: The name and jurisdiction of formation or organization of each of the constituent entities in the merger are as follows:

 

Name

   Jurisdiction of
Formation or Organization

CHS Berwick Hospital Corporation

   Pennsylvania

Berwick Hospital Company, LLC

   Delaware

SECOND: An Agreement and Plan of Merger between the parties to the merger has been approved and executed by each of the constituent entities in accordance with the requirements of applicable law.

THIRD: The name of the surviving limited liability company is Berwick Hospital Company, LLC.

FOURTH: This Certificate of Merger, and the merger referenced herein, shall be effective as of 11:59 p.m. on December 31, 2007.

FIFTH: The executed Agreement and Plan of Merger is on file at a place of business of the surviving limited liability company. The address of such place of business of the surviving limited liability company is 4000 Meridian Blvd., Franklin, TN 37067.

SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the surviving limited liability company, on request and without cost, to any stockholder or member of, or any other person holding an interest in, either of the constituent entities in the merger.

[Signature Page Follows]


IN WITNESS WHEREOF. the surviving limited liability company has caused this Certificate of Merger to be duly executed in its name this 27th day of December, 2007.

 

BERWICK HOSPITAL COMPANY, LLC
By:  

/s/ Rachel A. Seifert

  Name: Rachel A. Seifert
 

Title: Senior Vice President and Secretary

          Authorized Person