EX-3.197 195 dex3197.htm MARION COMMUNITY HOSPITAL, INC. ARTICLES OF INCORPORATION Marion Community Hospital, Inc. Articles of Incorporation

Exhibit 3.197

ARTICLES OF INCORPORATION

OF

OCALA GENERAL HOSPITAL, INC.

The undersigned subscribers to these Articles of Incorporation, each a natural person competent to contract, hereby associate themselves together to form a corporation under the laws of the State of Florida.

ARTICLE I.

NAME

The name of this corporation is: Ocala General Hospital, Inc.

ARTICLE II.

NATURE OF BUSINESS

The general nature of the business to be transacted by this corporation is the owning and operation of a private general hospital and including, but not limited to pharmacies, psychiatric care facilities, beauty shops, bookstores, flower and gift stores, in connection with said ownership and operation of a private general hospital. This corporation may engage in any activity or business permitted under the laws of the United States and of the State of Florida and may exercise those powers as enumerated in §608.13 of the Florida General Corporation Law as presently in force or as may be amended.

ARTICLE III.

CAPITAL STOCK

A maximum number of shares of capital stock which this corporation shall be authorized to issue and have outstanding at any one time is one thousand (1,000) shares of common stock having a par value of One Dollar ($1.00) per share.

All of said stock shall be payable in cash or property at a just valuation to be fixed by the


Board of Directors at a meeting called for that purpose. Any and all shares issued, for which the consideration has been paid shall be non-assessable and shall not be liable to any further call or assessment thereon.

ARTICLE IV.

INITIAL CAPITAL

The amount of capital with which this corporation shall begin business is One Thousand Dollars ($1,000)

ARTICLE V.

TERM OF EXISTENCE

This corporation is to exist perpetually.

ARTICLE VI.

PRINCIPAL OFFICE

The street address of the principal office of this corporation in the State of Florida is Southwest First Avenue and Orange Street, Ocala, Florida 32670. The Board of Directors may from time to time move the principal office to any other address.

ARTICLE VII.

DIRECTORS

This corporation shall have three directors, initially. The number of directors may be Increased or diminished from time to time, by by-laws adopted by the stockholders, but shall never be less than three. The stockholders shall have the power at any special or regular meeting to remove a director at any time without cause by a majority vote and may fill the vacancy thereby created in a like manner.

 

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ARTICLE VIII.

INITIAL DIRECTORS

The names and street addresses of the members of the first Board of Directors are:

 

John A. Hill      242 Twenty-Fifth Avenue, North Nashville, Tennessee 37202
Thomas F. Frist, Jr.      242 Twenty-Fifth Avenue, North Nashville, Tennessee 37202
Robert P. Brueck      242 Twenty-Fifth Avenue, North Nashville, Tennessee 37202

ARTICLE IX.

SUBSCRIBERS

The names and street addresses of each subscriber of these Articles of Incorporation are:

 

John A. Hill      242 Twenty-Fifth Avenue, North Nashville, Tennessee 37202
Thomas F. Frist, Jr.      242 Twenty-Fifth Avenue, North Nashville, Tennessee 37202
Robert P. Brueck      242 Twenty-Fifth Avenue, North Nashville, Tennessee 37202

The proceeds of stock subscribed for will be at least as much as the amount necessary to begin business.

ARTICLE X.

POWERS OF THE BOARD OF DIRECTORS

In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To make and alter the by-laws of the corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in.

 

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To authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

From time to time to determine whether and to what extent, and at what time and places, and under what considerations and what regulations, the accounts and books of this corporation, (other than stock books), or any of them, shall be open to inspection by the stockholders; and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or directors.

Pursuant to the affirmative vote of the stockholders of record holding stock In the corporation entitling them to exercise at least a majority of the voting power, given at a stockholders’ meeting duly called for that purpose or when authorized by the written consent of stockholders of record holding stock in the corporation entitling them to exercise at least a majority of the voting power, the Board of Directors shall have the power and authority at any meeting to sell, lease, or exchange all the property and assets of this corporation, including Its goodwill and its corporate franchises, or any property or assets essential to the business of the corporation, upon such terms and conditions as its Board of Directors deem expedient and for the best interest of the corporation.

This corporation may in its by-laws confer powers upon its Directors in addition to the foregoing and In addition to the powers and authorities expressly conveyed upon them by the statute.

ARTICLE XI.

MEETINGS OUTSIDE THE STATE

Both stockholders and directors shall have the power, if the by-laws so provide, to hold their meetings within or without the State of Florida, and to keep the books In this corporation (subject to the provisions of the statute), outside of the State of Florida in such places as may be from time to time designated by the Board of Directors.

 

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ARTICLE XII.

AMENDMENTS

These Articles of Incorporation may be amended to the manner provided by law. Every amendment shall be approved by the Board of Directors, proposed by them to the stockholders, and approved at a stockholders’ meeting by a majority of the stock entitled to vote thereon, unless all the directors end all the stockholders sign a written statement manifesting their Intention that a certain amendment of these Articles of incorporation be made.

 

/s/ John A. Hill

  (SEAL)
John A. Hill  

/s/ Thomas F. Frist, Jr.

  (SEAL)
Thomas F. Frist, Jr.  

/s/ Robert P. Brueck

  (SEAL)
Robert P. Brueck  

STATE OF TENNESSEE

COUNTY OF DAVIDSON

Personally appeared before me, the undersigned authority, John A. Hill, who, being to me well known and who acknowledged before me that he is a party to the above and foregoing Articles of Incorporation, and further acknowledged the said Articles to be his free act and deed as the signer thereor, and that the facts therein stated are true.

WITNESS my hand and official seal at Nashville Tennessee, Davidson County, State of Tennessee, this 27th day of June 1972.

 

/s/ Peggy Jean Parker

Notary Public, State of Tennessee
My Commission expires: 10/29/75

STATE OF TENNESSEE

COUNTY OF DAVIDSON

Personally appeared before me, the undersigned authority, Thomas F. Frist, Jr., who, being to me well known and who acknowledged before me that be is a party to the above and foregoing Articles of Incorporation, and further acknowledged the said Articles to be his free act and deed as the signer thereof, and that the facts therein stated are true.

 

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WITNESS my hand and official seal at Nashville Tennessee, Davidson County, State of Tennessee, this 27th day of June 1972.

 

/s/ Peggy Jean Parker

Notary Public, State of Tennessee
My Commission expires: 10/29/75

STATE OF TENNESSEE

COUNTY OF DAVIDSON

Personally appeared before me, the undersigned authority, Robert P. Brueck, who, being to me welt known and who acknowledged before me that he Is a party to the above and foregoing Articles of Incorporation, and further acknowledged the said Articles to be his free act and deed as the signer there, and that the facts there-in stated are true.

WITNESS my hand and official seal at Nashville Tennessee, Davidson County, State of Tennessee, this 27th day of June 1972.

 

/s/ Peggy Jean Parker

Notary Public, State of Tennessee
My Commission expires: 10/29/75

 

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