EX-99.T3A(2)(101) 102 tm2421979d4_ext3a2-101.htm EXHIBIT 99.T3A(2)(101)

Exhibit T3A.2.101

 

CERTIFICATE OF CONVERSION

FOR

FLORIDA PROFIT CORPORATION

INTO

FLORIDA LIMITED LIABILITY COMPANY

 

This Certificate of Conversion and attached Articles of Organization are submitted to convert the following Florida Profit Corporation into a Florida Limited Liability Company in accordance with s. 607.1113 and 608.439 Florida Statutes.

 

1.The name of the Florida Profit Corporation immediately prior to the filing of this Certificate of Conversion is ENVISION MEDICAL SOLUTIONS, INC (the “Corporation”).

 

2.The Corporation is a corporation first organized under the laws of the State of Florida on June 9, 2005.

 

3.The Corporation is converting into ENVISION MEDICAL SOLUTIONS, LLC, a Florida limited liability company (the “LLC”), to be formed pursuant to the attached Articles of Organization and the address of the principal office of which is 3710 Corporex Park Drive, Suite 215, Tampa, Florida 33619.

 

4.The Plan of Conversion has been approved by the Corporation in accordance with Chapter 607 Florida Statutes and the conversion of the Corporation into the LLC is otherwise in compliance with Chapters 607 and 608 Florida Statutes.

 

5.The conversion shall become effective as of 12:01 a.m. on November 4, 2013.

 

6.The LLC has agreed to pay any shareholder having appraisal rights the amounts which they are entitled under s. 607.1301-607.1333, Florida Statutes.

 

7.The Corporation currently exists on the official records of the jurisdiction under which it is currently organized, formed or incorporated.

 

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Conversion to be executed on the 28th day of October, 2013.

 

ENVISION MEDICAL SOLUTIONS, INC,
a Florida corporation
  ENVISION MEDICAL SOLUTIONS, LLC,
a Florida limited liability company
     
By: /s/ Kimberly S. Kirkbride   By: /s/ Kimberly S. Kirkbride
Kimberly S. Kirkbride, Treasurer   Kimberly S. Kirkbride, Treasurer

 

[SEAL]

 

 

 

 

ARTICLES OF ORGANIZATION

OF

ENVISION MEDICAL SOLUTIONS, LLC

 

ARTICLE I

 

Name and Duration

 

The name of this Limited Liability Company is ENVISION MEDICAL SOLUTIONS, LLC (hereinafter referred to as the “Company”). The duration of the Company shall commence upon the filing of these Articles of Organization and shall be perpetual.

 

ARTICLE II

 

Principal Office

 

The mailing address and street address of the principal office of the Company is 3710 Corporex Park Drive, Suite 215, Tampa, Florida 33619, or such other place as the members of the Company may determine from time to time.

 

ARTICLE III

 

Registered Office and Agent

 

The address of the registered office of the Company in the State of Florida is 3710 Corporex Park Drive, Suite 215, in the City of Tampa, County of Hillsborough, State of Florida 33619. The name of the registered agent at such address is James M. Puls.

 

ARTICLE IV

 

The Company shall be member managed and the name and address of the Member is as follows:

 

Envision Pharmaceutical Holdings LLC

3710 Corporex Park Drive

Suite 215

Tampa, Florida 33619

 

ARTICLE V

 

The effective date of the filing of these Articles of Organization is 12:01 a.m. on November 4, 2013.

 

DATED as of the 28th day of October, 2013.

 

  /s/ James M. Puls
  James M. Puls, authorized person

 

[SEAL]

 

 

 

 

CERTIFICATE OF DESIGNATION OF
REGISTERED AGENT/REGISTERED OEFICE

 

Pursuant to the provisions of s. 608.415, Florida Statutes, ENVISION MEDICAL SOLUTIONS, LLC submits the following statement in designating the registered office/registered agent, in the State of Florida:

 

1.            The name of the limited liability company is ENVISION MEDICAL SOLUTIONS, LLC.

 

2.            The name and address of the registered agent and office is: James M. Puls, 3710 Corporex Park Drive, Suite 215, City of Tampa, County of Hillsborough, State of Florida 33619.

 

Having been named as registered agent and to accept service of process for the above-named limited liability company at the place designated in this certificate, the undersigned hereby accepts the appointment as registered agent and agrees to act in this capacity. The undersigned further agrees to comply with the provisions of all statutes relating to the proper and complete performance of its duties, and is familiar with and accepts the obligations of the position as registered agent.

 

Dated: October  28, 2013.  
  /s/ James M. Puls
  James M. Puls

 

[SEAL]

 

 

 

 

ARTICLES OF AMENDMENT
TO
ARTICLES OF ORGANIZATION
OF

 

  Elixir Savings, LLC  
  (Name of the Limited Liability Company as it now appears on our records.)
(A Florida Limited Liability Company)
 

 

The Articles of Organization for this Limited Liability Company were filed on 06-09-2005 and assigned Florida document number L13000152744.

 

This amendment is submitted to amend the following:

 

A.     If amending name, enter the new name of the limited liability company here: 

 

Ex Savings, LLC
The new name must be distinguishable and contain the words "Limited Liability Company," the designation "LLC" or the abbreviation "L.L.C."

 

Enter new principal offices address, if applicable:  
   
(Principal office address MUST BE A STREET ADDRESS)  
   
   
   
Enter new mailing address, if applicable:  
   
(Mailing address MAY BE A POST OFFICE BOX)  
   
   

 

B.    If amending the registered agent and/or registered office address on our records, enter the name of the new registered agent and/or the new registered office address here:

 

  Name of New Registered Agent:  
     
  New Registered Office Address:  
    Enter Florida street address
     
      , Florida  
    City Zip Code

 

New Registered Agent's Signature, if changing Registered Agent:

 

I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relative to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 605, F.S. Or, if this document is being filed to merely reflect a change in the registered office address, I hereby confirm that the limited liability company has been notified in writing of this change.

 

   
  If Changing Registered Agent, Signature of New Registered Agent

 

 

 

 

If amending Authorized Person(s) authorized to manage, enter the title, name, and address of each person being added or removed from our records:

 

MGR = Manager

AMBR = Authorized Member

 

Title   Name   Address   Type of Action
             
      ¨Add
             
          ¨Remove
             
          ¨Change
             
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          ¨Remove
             
          ¨Change
             
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          ¨Change
             
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          ¨Remove
             
          ¨Change

 

 

 

 

D.If amending any other information, enter change(s) here: (Attach additional sheets, if necessary.)

 

     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

 

E.Effective date, if other than the date of filing: _______________________(optional)
(If an effective date is listed, the date must be specific and cannot be prior to date of filing or more than 90 days after filing.) Pursuant to 605.0207 (3)(b)
Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document's effective date on the Department of State's records.

 

If the record specifies a delayed effective date, but not an effective time, at 12:01 a.m. on the earlier of: (b) The 90th day after the record is filed.

 

Dated ,   .

 

  /s/ Susan C. Lowell  
  Signature of a member or authorized representative of a member  
     
  Susan C. Lowell  
  Typed or printed name of signee  

 

Filing Fee: $25.00