secretary of state · 1935, and acta amendatory thereof and eupplemental thereto. it shall have all...

09-17-'14 08:30 TO- 814065232595 FROM- sec of state P0001/0030 T-813 F-866

SECRETARY OF STATE STATE OF MONTANA

.rtOpLk 5 LINDA McCUIXOCH Montana State Capitol \\

Secretary of State PO Box 202801 Helena, MT 59620-2801

FAX COVER SHEET

9/16/2014 To J Gary Chumrau Date:

Pages: including this c-ovcr sheet. 523-2595 Fax

From: SOS

copy work Subject:

Reception: (406) -'l4'1-2()34 - Business Services Division; 444-3665 - Elections Bureau: 444-4732 Administrative Rules Burcmi; 444-2055 - Records Management Bureau (1320 Hozetnan Avenue): 444-2716

l-'ax: 444-397A http://ww\v.slnlt>,tnl.us/sos/

09-17-'14 08:30 TO- 814065232595 FROM- sec of state P0002/0030 T-813 F-866 i AK V ur ^ l J\ JL r.

STATE OF MONTANA LINDA MeCULLOCII

Montana Slate Capitol PO Box 202801

Wjffl: Helena, MT 59620-2801 (406) 444-3665 b

liBk, http://www.sos.mt gov

GARL1NGTON, LOHN & ROBINSON, PLLP ATTN GARY CIIUMRAU P.O. BOX 7909 MlSSOUTiA, MT 59807

Date: September 16,2014

RE; COMMUNITY MEDICAL CENTER, INC.

Mr. Gary Chumrau

We have fulfilled your request for the following item for the above named entity:

Certified Copies

Thank you for giving this office the opportunity to serve you. If you have any questions regarding the material you were sent or need additional assistance, please do not hesitate to contact the Business Services professionals at (406)444-4273.

Sincerely ...A

J lc*(tjdUob

Linda McCulloch Montana Secretary of State

01.25

Sign up for our newsletter to receive updates about the office! Visit us online at sog.mt.gov/SubscHhe. Disclaimer: The Secretary of State is required to return mtiii to the entity that submiiied the paperwork to our office unless otherwise directed by the customer, Therefore, the entity name and mailing address appealing in this letter may not be affiliated as an owner/principal for the business name appearing in the box,


I .4'ir 11 tfV

Vcjrwj

|.f JVir^Unt ®Jmt

In accordance with ih& provisions of Chapter 42 of the Civil Cod© .of Montana of 1935, as amended,^has^ causod to be filed in the office of the Secretary of ^tat© of tho Stato of Montana, its Articles of Incorporation on the flay off UBftpfftWr* A* 8, 3W#

NOW, THEREFORE, I, Sam W, Mitchell, Secretary of Stato of the State of Montana, do hereby certify that • Iho Articles of Incorporation of

WJ li' mmoxmm • OlT '

containing the required statement of facts proscribed by said Code, as amended, having been filed in this office, such Association is a body corporate and politic and is authorized to do business in the State of Montana,

WITNESS my hand and the Great Seal of the State of Montana hereunto affixed this flay otf ftefflsmtiotf,. A* ft. IHp*

GREAT SEAL

Sam W. Mitohol l Secrelury of State

By QUffora L ' Walker Deputy.

. vi

uuM,«

/ !

P0004/0030 T-813 F-866 09-17-'14 08:30 TO- 814065232595 FROM- sec of state v V* *

, • •• -

ARTICLES OF XNCORPORATION

of

m WMQiilAl HOSPITAL ASSOCIATION OP WESTM MONTANA.

QJho underaignod, purauant to the d^roct iona con

tained in ths resolutiQA, copy of whjich 1? attached

hereto, do hereby malte, file and record these Articles

of Incorporation end in that behalf atafce and certify

as followst

!• The name of this corporation ghall bo

"THE MEMORIAL HoaPim ASSOOIATIOW OF

WESTERIJ MONTANA1 '

S, This corporation is organized for the purpoao

of ©atiablishln# and conducting a hoapital to be conducted

aa a ohariijable institution. There shall bo no pacunisry

profit from the establishment or operetion thereof* This

florpor«tion ia organized pursuant to the provlaions of

Sections $453 to 6456 of the Revised Codea of Montana of

1935, and acta amendatory thereof and eupplemental thereto.

It shall have all of the powers conferred upon such cor

porations by the statutes aforesaid, including the power

to do all things and acts necessary, convenient, or inci

dental to the acquisition, construction, financing and

Such powere shall include the

Included in the

operation of a hospital*

power to operate a school for nuraea.

powers of the corporation are the power to borrow money

for tho purposes of the corporation and to mortgage.

plodgo, or otherwise encumber any or all of the property

of the aorporation for* tho purpose of securing'the poy

merit of any of Hs obligationo#

•^ti

P0005/0030 T-813 F-866 09-17-'14 08:31 TO- 814065232595 FROM- sec of state

0 j 0

The number of trustees of the corporation

for the first year of its corporate existence shall be <

thirteen (13), and the persons named in said resolution

and who have subscribed these Articles shall act as

such trustees until their successors are elected and

3.

qualified. i

4. All powers vested in the corporation may be

exercised by the trustees, who shall select from their

number officers of the corporation and an executive

oommitteo. They may delegate to such officers and

conuuittGe such powers as they deem proper. The trustees

shall have full power to enter into contractsj and to

borrow money on behalf of the corporation, and to mort-

g&gO) pledge, or otherwise encumber all or any of tne

oorporate property to secure euoh obligations, all

upon Guch terms as to the trustees may see® most suit

able.

6* This association has been organized for the

purpose of providing hospital service for the people .

of the several counties of Western Montana, and is

deemed a state* end not a local association. Its prin

cipal place of business is to be located at Missoula* in

Missoula County, Montana.

IN YflftKBSS WHEltBOF, the undersigned have subscribed

their names hereto for the purposes herein stated this

^ day of November, 1945. i

&

PC I

^ ^ rA-rtJ

.?»£-

i


V

(U

•y

z£L

- yyicuuAsu#

>7

"• 5

fk


f/

STATS Of MONTANA ) )

County of Missoula )

On this SOtli day of Novomber, 1945, before the undersignod, a Notary Public for the State of Montana, residing at Missoula, Montana»'personally appeared G« B. CiUINN, J". L. YUHAS, W* H, MoLEOD, Hi L. HAINES, MRS. 0. W. POTTJSK, MRS. ttim V/IUIA SIMONS, 11. 0. BHLL, WALTER POPE, MAURICE DIETRICH , C» H. RITTENOUR, K. J. MoOALL, HARRY BOUGH, and GEORGE MUNGA8 known to me to be the persons whose names are subscribed to th$ for<j~ going instrument, and acknowledged to me that they executed the same* • .

8S .

I have hereunto set my hand IN WITNESS WHEREOF, and aff ixed my notar ia l Real the day and year in this cer t i f icate f i rs t above wri t ten.

TTltu.M, (ILtF, ils'K'V, Notary PubliuPfor the State of Montana, residing at Missoula, Montana. My coni" . mission 6x^1^65 fJltuy .-J. ¥

S. J-


AV.V

RESOLUTION

. ADOPTED AT A SPECIAL MEETING OS

THtf MEMORIAL HOSPITAL ASSOCIATION OB' WESTERN MONTANA #

"RESOLVED, That the trusteea of this asaooiation, to-wit:

C. S. Q.uinn, J. L, Yybaa, w. H. MoLeod, H, L. Haines,

Mrs# Edna ffilma Simons, H. 0. Bell,

Walter Pope, Mauric© Dietrich, c. H, Rittenour, R» J.

McCall, Harry Boueh, and George Mungas be and are hereby

authorised to incorporate this association, and for that

purpose to file with the proper officer articles of

incorporation as required by law."

Mrs. 0. w. Potter

STATE OP MONTANA, )

County of Missoula* ) ) 53

Tho underaigned, President and proaiding off icer ,

and Secretary of the above named associat ion, and of t t ie

meeting of said associat ion, at which the above and fore

going resolut ion was adopted, do hereby oort i i fy that et a

apocia] , meeting of The Memorial Hospital Asaooiat ion Of

Woatern Moflt iana, held the igth day of November, 1&4C,

• there was duly and regularly adopted by the uttaft imouQ vote

of a l l of those present at aaid moating, which was duly

cal led and hojd, the above and foregoing resolut ion, and

we do hereby cert i fy that the above and forgg^S i a a

ful l , true1 and exact copy of aaid resolut ion, B O adopted

Io i i

09-17-'14 08:32 TO- 814065232595 P0009/0030 T-813 F-866 FROM- sec of state V

' Ab.' ^ .!n'f

.A 1

at the t ime and in the mannor s t foreasld.

- V thig day of November, 1945*

Preaiaent of aaadîlooting

Attest :

ô^H^-'oâTOÊTf^

h

09-17-'14 08:32 TO- 814065232595 FROM- sec of state P0010/0030 T-813 F-866 *

* -4

JJ

® f P A o? $

f] I hA. S"' ^7 > fv 5 I "V S

« S •l hi , c , ^ o 7 ^ f ^ i®* 4ir g S 2 l l g - •

SO li ^ !r n $ $ S1!; CD W? CO C3 -c

si ^rr'i Si ti *T| J? J 3 55 \ C/3 *7

^ | S - IS » | ! \

ft J^) m ,c

,,.,»1 • .

\

?->

P00ia/0030 i-'dld, b-Xbb 09-17-'14 08:32 TO- 814065232595 • >•'« '

FROM- sec of state

—5'

• t : • •

%

0\

^ rt O "-3 ^ fi g* 3 w S3 oi 03 • w o ro

o 1 MS J g-gi & 55S o l > . 0 t*'J O M {» Ct o n sa H ct rS cu pa" H* ct M & a n e P o £ (0

O 3

3 ffl ? X) CS

c? I CJA ,5 CQ

: 8 St H ^ >

o . A J r*i •i » > 1 g K g Z| * 6

KJ ^ g 0 Q E gSsp

ro H fi' o v4 ta rr !» a g s g gg P ! S

JS fij |_#. • E "TJ H ST a Wi p o ? > H H »155 CJ J /S

— 3f» U g Sz ! fl) > 33 (n r. O a Q c/>

t5fc> P, o ^0 8' 50 J N> w H fi? W H C< K

?! ^

> o -» 2S c/> i.. •" ' ^-1 O 7 &- — | § J® H C? ^ > >

H o g

, V v (pl CERTIFIED COPY ' B v «- *4

STATE OP MONTANA, SS.

County of Missoula. , County Clerk and cx-offlcto Recorder for the

County of MissouJa, State of Montana, do hereby certify the attached to be a full, true and correct copy of the I,

Original Resolutipn^

9.266 Doc. Mo tiil. day ot

Martin S. Behner County Clerk and- ex-ofhcio TiecorUBr/bounty o Missoula, State of Montana.

OS as the same appears on record In. this office. File No Witness'my hand and official $eal Of said county this , 1 .0.

,, Deputy tdm+m TmCB By

»#•

Ji

P0012/0030 T-81d b-aDD 09-17-'14 08:32 TO- 814065232595 FROM- sec of state

I, PRANK MURRAY, aGcretary of State Qf the State of

Montane, do hereby oarufy that

THE MEMORIAL HOSPITAL ASSOCIATION OF WES'ffcKN WO«*ANA

Irt accordance with the provisions OJC Sections iij-201 - !&• .

206 of the Revised Codes of Montana of 1947 on the elovenw

day of-March, A. D. I960, cauood Its Cjartiifioatu of C^fflnge

of Name to ba filed In the office of the County Clerk of

Missoula County, State of Montana, in which County the

original Articles of Inco^poipfttlon were filed.

MOW, THEREFORE, I, FRANK MURRAY, Secretary of State of

the State, of Montanei, do hereby certify that a copy or the

Cex'tlfioftte of Change of Maine of

THE MEMORIAL HOSPITAL ASSOCIATION OF WBS'tiiRN MONTANA

to

MISSOULA COMMUNITY HOSPITAL

certified by the County Clerk of the aforesaid County, arid

containing the required statement of faots preogrlbedby

Section ]/j»201 15-206 of the Revised Codes of Montana of

19117, has bean thia day filed In thlo office.

WITNJSSS fiiy Official alynature

hereunto subscribed, srmthe Great

Seal of the State of Montana, here

unto affixed, this aixteentti tfay

of March, A. D. I960.

Minfl Sedr^tary of St|aj»e

// /•.

C>/--

/


KltfiD^Mar 2 I960 J. R*- SONti^OO,. Clerk

y Alma R, Deputy

A-7941/5

B

C B B T £ F i G A T E I

The undoraignod, H, R, DXX And MAttyiM Mt MARCY, do hereby

oertlfy that they are resp^ottv^Xy thp duly-eleoted Vlca-Pi'osident

and seoretary of Mamorlal IlospitAl AasoQiation of Western Montana

and that as suoh they duly oleotedvto aot as Ohalrman and

Secretary of a nwdtln# of the etookholders of «aid oorporatlon

oonduoted at the south pine Room of the liotel Florence, "totssoula,

Montana# at 7i30 p^H,, Thursday, February 99, I960, whereat the

etookholder* amended the Artioies of Incorporation by ghanffing tho

name of said oorporatlgn from the Memorial noapltal Association of

veatern Montana to Hlaaoula Community Hoepltal toy appropriate reeo-

lutton duly made, seconded and carried ^^ to o

that a full, true and correct copy of the resolution paseed at

aald meeting la hereto attached and made a part hereof, together

with a copy of the notice of &aid neeting as mailed to #11 stock

holders by the Seoretary of the corporation, and together with a

copy of the duly published notice of meeting,

DATKD this 25th day of February, 19)90. . •

Ohairman of meetlnB ATTESTi

MT'WSHCy %*7> *

Secretary of nteeting

The und0raisn0d, H, R, DIX and MARVIN M, MABCY.^, being first duly sworn, each for himself, deposes and sayai

That affiants are the persons whoso names are subsorlbed to the foregoing certificate and tho attached resolution of stealer holders held on February 26; 1960) that' they have read the foregoing c®rtifloate and resolution, know the contents thereof, and

i"-. y

3


that all atatomento oontnined thdreln arQ and correct to the personal knowledge of alfiaitte*

H. r ^ ranr MARY

SUBBCRtBUD KH0 8W0RM TO bsfOro me this yr day of February, i960.

*6r ih# atAta bt Mbfatana Residing at Missoula.r Montana

My comuisslon Expires T {***

MF. <2

M 2 -


MEMORIAL HOSPITAL AfiSOGlATlOJf OF W2STBRW MONTAMA

Tblo oxoorpt WAB takon from the minutes of the annual

etookhoidera meeting, held February 2d, I960, at 7(30 P»U* In

the south Pine Room of the Hotel Florencer Mlesoula, Montana.

It was moved and eeoonded that the following resolution

be adopted and our Articles of Inoorporation he amended to

comply.

"Ae our hospital is not endowed QP a Memorial to anyone, but funotiona as a community project and through the efforts of the abraiBunlty as a whole, he it hereby resolved that the corporate name be changed to Missoula Community Kospitait"

The motion oarrled S"$- to Q A inajo^lty of

the steokholdere of said corporation entitled to vote did so vote*

The above la a true and oorreot copy of the resolution

adopted at the Memorial hospital Aesoolation of western Montana

annual stoakholders meeting, held February 30, 1960, at 7i3Q P.M.

at the South Pine Room of the Hotel Florence, Mlsaou)^ Montana^

ATTESTl

•V' 5 or

J t f

P0016/0030 T-813 F-866 FROM- sec of state 09-17-'14 08:33 T0- 814065232595

NOTICE )P A1IMUAL MICE TING

Of STOCKHOLDERS

OF MEMORIAL HOSPITAL ASSOCIATION

Ihs annual meeting of the Stockholdeya of the MEMORIAL HOSPITAL ASSOCIATION

for the eisction of directoraj change ol corporate name to MI3SQUU C01MIWI3I

HOSPITAL s and transaction of such other business as may be brought before the

meeting vdLl be held at the South Pine Room of the HotaL Florence Miasoulaj

Mont .na, at 7*30 P,M0 Ihursday-j, Februajy 25, 1960o

January 23, I960

5/ Marvin Mo Marcy Secretary

(If you are imable to paraonally be present it the meeting, please sign the attached proxy certificate and return ita)

•et •U « » Afa ta vn w tfr utr c n w b a a « a

3T0CKI10LDEIlBS PHOXST FOR xmxi, KEETIIC OF

MBMORXAL HOSPITAL AS CIATION

KlJOW ALL MEN BT UISSE iftESENTSp that the undersigned hereby constitutes and

aopoints H# R0 Dix Jack Hdnee and E* Hp Robinson, and each of them. Attorneys

and Agents with power of substitution to vote at the Annual Heating of the Stock

holders of Memorial Hospital Association to be held at Hotel, Florence in the City

of Missoula Montana, on the 25th day of Februajy, i960, at 7:30 pema in the

SoutiTPine Room, and at adjournment(s) thereof, acfiording to the number of votes

that the undersigned would be entitled to wte if then personally prescnt»

WIIHESS the hand of the undersigned this 1960o d of

Number of Shares


PROOF OF PUBLICATION State of Montana,

County of Misaoula. ss.

Merle D« Drake being first

duly sworn deposes and says, that he is tho principal clerk of THE MJSSOUIJIAJM PUBLISHING COM

PANY, the publishers of The Doily Miasoulian, a daily newspaper of general circulation, printed and pub

lished in the City of Missoula, County of MissoiiU, State of Mont&iiat and that the subjoined

a copy of which as N ' of Meeting * Memorial Hospital Assooiatlon*

(Allaa Sumuonsi or Notice, or Order, oto.)

printed is hereto attached, was printed and published

in the tegular and entire iggue o£ said paper onofl a week

(Doily or onco a week)

weeks 4 successivo For. commenoing (Days or weeks)

on the ££$4., day of Ja.imgCT. ,

and printed and published on the following dates there-

after, to-wit. Janugry £9, 1960; February

...1:5... P.dw.lJS.t...l96pj|

,19.

»»••»»*>»*<»"» I nil > I

Subscribed w-l -wortk to before me this 1.2l5h.

, 196Q day of. lApruar.y

otery public for the State of Montana,

residing at Miesonla, Montana.

October 10 19..®?. My Commisaion expires,

<Not6; Thla proo: ohould bo fttudfra'to^Wi^orfgiriiu inatrumfcftt eiC which DublicaUOU la madtf.)

2M—8-59

*"7

09-17-'14 08:34 TO- P0018/0030 T-813 F-866 814065232595 FROM- sec of state i W H 1 1 4 ? S 7 H I

Jfc E 1*^

ikL % i 'li-

[ i'v >>'£; | a . ••••..yv

l! :sil fl;

ESI1

RESTATED CERTIFICATE OF HfCOHPORATIOH

I, PRAMK MURRAY, Secretary of State of the State of Montana,

do hereby certify that duplicate originals of Restated Articles

of Incorporation of

MISSOULA COMMOliXTT HOSPITAL

and statemsnt thereon duly executed pursuant to the proviaions

of Section 15-2337 of the Revised Codes of Kontan&j 1 47, have

been received in ay office and found to conform to Xatt.

NOW, THEREFORE, I, FRANK MURRAY, as euch Secretary of State,

by virtue Of the authority vested In w by law, hereby issue this

Restated Certificate of Incorporation of

MISSOULA COMMUNITY B08PITAL

and attach hereto a duplicate original of the Restated Articles

of Incorporation and the statement thereon.

IN WETNESS WHEREOF, I have hereunto aet ny hand and affixed the Great Seal of the State of Montana, at Helena, the Capital this 10th day of August, A* D. 1970*

fitWMA*. > I

FRAKK MORRAY Secretary of State

(GREAT SEAL)

'**- s * / * I

GAIL M. DeWALT Chief Deputy

\ •*

09-17-'14 08:34 TO- 814065232595 FROM- sec of state P0019/0030 T-813 F-866 f L»J.

u't

• A .

wrtm STft'TE OP MftOTANfc RESTATED ARTICLES OF INCORPORATION

kf-* riot OP wm

MURRM SiCRETARV.OFSTKtt


By. KNOW ALL "MEN' BY 'THESE PRESENTS 5 fopUty

That the undersigned, who are the President; and Sec

retary of MISSOULA COMMUNITY HOSPITAL, a not for profit

Montana Corporation, for the purpose of complying with

Section 15-2337, R.C.M., IW, with regard to the Restated

Articles of Incorporation of a corporation, hereby stat;<v ..

as follows;

•

(a) The name of the corporation is MISSOULA

COMMUNITY HOSPITAL,

(b) That the Restated Articles of Incorporation

were adopted at a meeting of the membership of

the corporation held on May 18, 1970* at which

a quoruto "was present and voi/ed throughout with

all members presfcfft' and voting by proxy cast

ing a unanimous sL^firm^ive vote for the adop

tion of such Rfest^ted^Alleles of Incorporation;

and that such Articles wiere duly adopted by

not less than 2/3 of the members present and

voting;, or represented by proxy.

(c) That the Restated Articles of Incorpora

tion correctly set forth the provisions of the

Articles of Incorporation as theretofore amended

•and—khat-eueh-R&Btated Articles of- Incorporation

L


have been duly adopted as required by the

law of Montana relating to non-profit corpor

ations.

IN WITNESS WHEREOF, we have hereunto set our hands

and seal thia 7th.day of August, 1970, at Missoula, Montana.


By l/WSrW

ATTEST: •

)h AWVK Secretary

STATE OF MONTANA ) : ss

County of Missoula )

EDGAR W. LISTER, being first duly sworn upon his oafch, deposes and says: That he is the duly elected, qualified and acting President of MISSOULA COMMUNITY HOSPITAL, a non-profit

- corporation; that he has read the foregoing statement of Restated Articles of Incorporation and knows that the contents thereof are true and correct of his own knowledge*

/Z/^rz^y U/-

SUBSCRIBED AND SWORN TO before me this 7th day of August, 1970.

w.-v u yjAwvn/ NOHftY PUBLIC FOR THE STATE 01? MONTANA Residing at Missoula, Montana My Commission expires June 1, 1972

-2-

3

09-17-'14 08:34 TO- 814065232595 FROM- sec of state P0021/0030 T-813 F-866 /

STATE OF MONTANA

fomwo RESTATED ARTICLES OF INCORPORATION OP

PRANK MURRAY SECRETARY. OF STATL


By. The nombers of 14issoula ComrfiiAnity Hospital, a nonprofit corporation orssSfiefecl •

undor of MoirUinSj actog pursuant to Section lS-2337 of the^Itat^rw, Nonprofit Corporation Act, 'do hereby adopt the following Restated Articles of ^corporation which

: shall eupersado the heretofore existing Articles of Incorporation of the 'corporation and ...all aifcenckeiVuS thereto^ . •

- Article 1# NfJUga- nawe of the corporation is "Missoula Comrrunity Hospital."

Article 2. • Period of Durations The corporation shall have perpetual existence*

Article 3* Purposes, The purposes for which the corporation is organiP^d ar© ' &$ follows: .

i A*. To establish find conduct a general hospital for the care of the sick and

" injured in tho Missoula, Montana area and to engage in all lawful activities and operations usually and normally .engaged in by a. community hospital, -

• including the operation of a school for nurses• .

B, Charitable': said corporation shall be charitable in nature and shall dispense charity in the care of patients when necessary# ,

r C* .To be organised exclusively for charitable^ scientific and educational

' purposes as a nonprofit corporation and its activities shall1 be conducted for the aforesaid purposes ij\ such a manner that no part of its profits or

'••/ net earnings or dividends will inxire to "the benefit of .any rrtember^ director, * trustee; officer or any other person or corporation, end the funds obtained from public and private charities- and the fees and rates charged shall be

.. used to further the purposes of the corporation* •

i

D. To promote the coffflion good and general welfare' of the City of Missoula^ • Montana and .Missoula Countyj Montana (the "County") and the aurroundins territories, and the inhabitants thereof, by providing tbfc hospital

•. facilities as hereinabove described.

Ei To borrow the necessaiy funds to pay the cost of acquiring, constructing, . • '/establishing., maintaining, equipping and operating such properties and

' facilities, the indebtedness for which borrowed money'way be evidenced by ; securities of this corporation of any kind or character issued at any one

or jnore tijaes, which may be either unsecured or secured by any rtortgago, •' trust deed or other lien upon any part, or all of the properties .at any tirco then or thereafter owned by this corporation* •

.?•' 'To conduct its business and affairs so as to tender by gift to the County (or if the County is unable or unwilling to accept such gift then to

'_another political subdivision of the State of Montana to be selected by v" .fhrs"""^ after the payrnant in. full of all of (i) the corporation's

. Bonds at any time outstanding under that certain T^stT^'denturg' ftrsi Indenture '' of Mortgage (the "Iridenture"; to bs entered into between the corporation and

bank as trustee and to be dated as of June 1, 3£70, and (ii) the corpora-. , tion's Subordinated Promissory Notes referred to in the Indenture maturing

not later than one year after the final maturity of such Bonds, all right, title and' interest of the corpr^ation in or to its real estate described in


Arid' the Indenture and tho hospital facilities located thereon (herein called the {'Hocpltal Facilities") including nQc^soary but.

. excluding peirsonal property, so that tho County (or such other political • • ' ' subdivision) may acquire such properties and assets without any consideration

on its part and'free and clear of liens th&reon* In order' tp aoeosranodate , the transfer of tho Hospital Faoilitiea to the County (or such other political' '• subdivision)f the corporation shall have the power and authority to grant to.

, ' the County (or such other political subdivision) in the Indenture an option ' to puyohase, if duly authorised, all 'right, title and.interest of the cor- •

• ' potation.in and to tho Hospital Facilities for an amount suffidient to pay . or redoori said Bohds and Notes in the manner and upon the terms and conditions

set forth thereini The corporation represents that4 if the acquisition by the ' County (ofr eUph other political subdivision) pursuaht to the provisions of this jSarstgjrab'h constitutes a proper public.purpose at such tirr.© and th3 County (dr such oth^r political subdiviscinn) • is othenîss duly authorized by then exia'ting law to acquire such properties^ the oorppration knows of no reasoa

•• why such provisions would not bo effective under the laws of the State of. • •. I^fohtanai

' • 0 * To receive5 whesther by way of outrighty liidted o» conditional gifts or grants in trriatj' intor Vivos j or by way of.testaiaentary devises^ bequests or grants . in trusty or otherwise; funds of all kinds, ajncluding property, both real,

. personal and irrixssd, whether principal or incotoe, tangible oJf intangible, present or future, vested ox* contingentj in order to carry on the purposes

, of thia corporation, " ' , •

Without liniting the generality of the foregoing, this corporation shall have all the powers, privileges and rights necessary or convenient for carrying out the purposes for which this corporation is formed and the members of this corporation hereby

.claim for this corporation- all the benefitsj privileges, rights and powers created, given, extended or conferred by the provisions of all applicable laws of the State of Montana pertaining to nonprofit corporations and any additions or airiendmenta thereto*

Article' h* Mercers. Heêrehip in the corporation shall be-determined in the runner provided in the By-Laws of the corporation and members shall have such voting

• and other rights as therein provided.

Article 5* Board of Trustees, ^he management of the affairs, of the corporation ' shall be vested its Board of Trustees which shall be elected by the members of the

corporation in the-Tnanner provided in the By-Laws. The number of Trustees constituting' ..'. the initial Board of Trustees is 13The number of Trustees constituting subsequent

. ':. Boards of Trustees shall be fixed by the By-Laws but shall not be less than 3*

Article! 64 .ReRistored Office and Registered Agent, '•' the corporation at"the time of the adoption of these Restated Articles of Incorporation

Missoula, Montana* and the name "of tbs

The registered office of . •

is located at registersd aênt of^Bhe coiporaFion at such address and at such tin© is ?UlnoeHt'1

Powe,pe-.

— Ar.ti.cl.a_..?..» Nonprofit Corporation. The corporation is not organised J or the, . ; ' 'pecuniary profit of its directors^ trustees, offxcers' "or",jhi^nbe"iis^'i"f anyi «$r",rcsy"it—

•issue' stock nor declare nor distribute dividends^- and no part of its net income shall • • •'"•'inure to the benefit of any directors, trustees, officers or members, if any;

"2"

09-17-'14 08:35 TO- 814065232595 FROM- sec of state P0023/0030 T-813 F-866 -

Dissolution» No distribution shall ever be made of any of the properties or assets of this corporation to any iijambsr3 directors trustee^ officer or other individual- Upon dissolution of this corporatioxij. all of the corporation's assets

• roiiisittirig ai'ta^ the payr^ent of all its liabilities shall be transferred to the County (or if the County is unable or unwilling to acoept such gift then to anoth&r

... political subdivision of the State of Montana to b® selected by this corporation) *, . . free and clear of all liens and oncumbrances ana without consideration of any kind

or nature. ••

Article 6-' Attendrcants, These Articles may be amended in the manner aufchoriaecfUy iavi at the time of amendrnentj provided, however, to the extent permitted by applicable lav/j the provisions of paragraph F of Article 3 and the provisions of Article ? hereof Jaay not be amended or rescinded unless necessary to comply with the provisions, of applicable lavr. .

&

*•3 m

u MfMao

09-17-'14 08:36 TO- 814065232595 FROM- sec of state P0024/0030 T-813 F-866 t

Every corporntioii Ss Teguircd^Jndcr SecHons 15*2211,15-22-IOG, 15-2308 or 1&-2370, Revised Codes o£ Montfthri, 1947, to have and continwntsly maintain in Montana a rcglstotfed Oflicfe &n<l a registered flRCnt ftt such office. Any t^tporatiun which changea its t^glsitered oiiica or registered agent, ofr bdiH, Af whose agent dies Of VO-sign* or chnnges his or its addrew must HIB a statement of such change in the foilowiift form wHh (ha Socrc* tary of State.

(For use by the ScoreUry ot State onJj)

184919 STATt OF MONTANA S^- si

5; ^ ^ S s i s Wf S

§s:"" S u STM'E OF MONTANA qo; ^ ifl.

FRANK MURRAY SECRETARV OF STATE

4.^ g&L&Lddmet-r 8j ITJ; Statement of Change FUtfig Feat $3.00

of Registered Office or Registered Agent, or Both, of Corporation SIXTH: Tht; address of its registered offtco and the address of the bustnoss otfiue of its registered aeent, HS changed, will be identical.

I TO THE SECBETABY Ot STATE OP THE STATE OF MOWTANA Capitol Helena. Montana 59W1

Pursuant to the provfetona of Swilon 16*5531®, B.C.M. wtf, as a domestic profit corporation, Section 16-82-107, K.C.M. 1647, as R fyrefftn profit Corporation, Section 1S-2309, R.C.M. 1947, as a domestic nonprolil corporation, or Section 16-8371, R.C.M. mi, as a fotaifin nonprofit corporation, the undersitfned corporation, orifaniaed under the laws of

......MflfttMBfl - - submits the following statement for the purpose of chancing it; registered olflcc or iU resistared sgont, or both, in the Stute ol Montana;

FIRSTf The nnmfi wf the corporation is

:

SEVENTH; Such chsmffe wss nuthoii^ed by resdlvition duly adopted by its board of di«;elora.

.May...Mh ... M.72... , DATED:

WARNING "PENALIJES IMPOSBD UPON ornDBts AND D1AECT0BS. Each officer and director of a corpora* tion, domestic or foreign, who tfgf1* any articles, statement, report, application or other document filtfl tvilh tiie secretary of stale whh'h is Unowa to such officer or direotor to be false in any material shall lie deemed to Da xnttty of a misdemeanor, and upon convioUon thereof may be fined in any amount cot excnUlng five huttdrad dollsfs (Sections I5^*ize and 1G-&980, R.O^l, 1{47)

SECOND: The uddretti ot ]t* present registered otitae is

Montana ..JlSSSL ' (sip cnh>

nutnb«t) Mfsovja

MISSOUIift COMMUNITY HOSPITAL (NQH PROFIT) (city «r (URH r^mg e| Mn>*r>U«B>

The address to which it? roistered of/ice is to bt changed i, 2fi27 Port, Mi88wl£_Roaid

(•batty

Montana .5?80£l..... (i<P cote)

e. UientMrc «f eHk«r)

By

(strct humbcr}

•PrfgM Missoula iu (tit? "r town)

NOTES: This Statement must be signed by either the corporation's prtjsiilsnt or vice president, verified by the sigulng officer before n Notary Public or ^imiUr official, and the original only submitted to the Sevretai-y of State, Capitol, Helonu, Montans 59801 with x filing fee in tlio amount of $2.DD. Nonprnflt corporations need not verify the StQinmont. The copy of the Staiemont should bo rntoincd in the corporation's records.

POUTCTH: The name of ita present registered agent in

(V, K# Powwfs) Vincent Powers

FJFTflT; The nfimo ol its succcsm registered agent is

Same

.'-V.TTT

Honb«m STATE OF ss,

Misaoula.. County of

I, M.Jte^lund day of July— -who, b&ing- by me first duly sworn, declared that ...Jte is the

"tlie-above corporation, thafrr.he signed tho foregoing document aa the corporation, and that the statmftnts therein contained ape true. i yy}

a Notary Public, hereby certify that on the -£13?.

19.72... personally appeared before me ...EttSLfiidtwifc,.— of

of

(tiKitalurc ol nuUl/ yul,)i«)

Nolaiy Pubfic for the State of MpRfr&BS.

Residing at —Miss-ouiUa-Wonkanft." My commission expires 5/2l|/75.

(NOTARIAL SEAL)

fUkJiD/ WKJOtJ i FROM- sec of state 09-17-'14 03:36 TO- 314065232595

• C-6 ^'..00 Sals 11-68 9:i8S

mm i

if -5 iS OT]

&-SSfiirBSFE^SiflCUfiS^h tsSSjfSE'J i p

CERTIFICATE OF AMENDMENT

TO CERTIFICATE OF INCORPORATION

I, FRANK MURRAY, Secretary of State of the State of Montana, do hereby certify that duplicate; originals of Articles of Amendment to the Articles of incorporation of

HISSOULA COMMUNITY HOSPITAL

15-2335 of the duly executed pursuant to the provisions of Section Revised Codes of Montana, 1947, have been received in my of free and found to conform to [aw.

NOW, THEREFORE, I, FRANK MURRAY, as such Secretary of State, by virtue of the authority vested in me by law, hereby issue this Certificate of Amendment to the Certificate of Incorporation of

HISSOULA coHMtmrrr HOSPITAL and attach hereto a duplicate original of the Articles of Amendment to the Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the

. Great Seal of the State of Montana, at Helena, the Capital, this 10th

Auguat A,D, 19 70. (GREAT SEAL) day of

FRANK MURRAY Secretary of State

By GAIL M. DeWALT Chief Deputy /

FEOtl- sec of state 09-17-'14 08:37 TO- 814065232595 PW26/m30 1 i* # # '

* >

ARTICLES OF AMEWDMEW^P OF ARTICLES OF IttCORPOHATlOH OF


KNOW ALL MEN BY TKESE PRESENTS; That the undersigned,

who are the President and Secretary of MISSOULA;'COMMUNITY IJOSPITAL,

a not for profit Montana Corporation, for the purpose of complyirtg

with Section 0.5-2335 HCM 19*171 with regard to the awendment of the

Articles of Incorporation of a corporation, hereby state as follows;

(a) The name of fciie corporation is MISSOULA COMMUNITY

HOSPITAL.

{*>) Article 5 of the Articles of Incorporation of MISSQVhA

COMMUNITY HOSrlTAL, has been amejnded to read As fol

lows :

/

(Article 5, Board of Trustees; Special Trustees and Their Power*. The immgemcnt of the aiTai^s of the corporation shall be vested in its Board of Trustees which shall consist of (a) fcfiose persons from time fco time holding tJio office of merober of the Board of County Oommissioners of Missoula County, Montana (hereinafter referred to as "Special Trustees") and (b) other persons elected by the members of the corporation in the manner provided in .the By-Laws. The number of Trustees constituting the Board or rrusfceee shall be fixed by the By-Laws but shalx not be less th&n ;i persons in addition to the Special Trustees. Special Trustees shall have the rights, powers and privileges provided for In the'By-Laws of the corporation*)

Article 8 of the Articles of Incorporation of MISSOULA

COMMUNITY HOSPITAL, has been amended to read as fol-

lov/s:

(Article '8. Amendments'. These Articles way be amended in the manner authorized by law &t; the bltne of amendment; provided3 however* to the extent permitted by applicable law, the pradsiong of paragraph V1 of Article 3* the provisions of Article 5 and tbe provisions, of Article 7 hereof may not be amended or rescinded unless necessary to comply with t}ie provisions or applicable law.)

le&os STATE OF MONTANA

AUG 10 1970 mAKK MURRAY

SCCRETAfty.OF StATe

Deouty ?

oTfe T"

P0027/0030 T-813 F-866 814065232595 FROM- sec of state 09-17-'14 08:37 T0-

( o ) That, the amendments were adopted at a meeting of

the membor.ship or the corporation held on August 5,

1970, at which a quorum was present and voted through

out with 302 members voting; in favor of such amend

ments and 2 members voting; against such amendmentsj

and that euch amendments were duly adopted by not

less than two thirds of the members present and

voting, or represented by proxy.

IN WITNESS WHEREO®1, we have .hereunto set our hands and

seal this 7th day of August, lp70» at Missoula, Montana,


President By

AT-TUSTi;

t-U Secretary

- 2 -

5

P0028/0030 T-813 F-866 09-17-'14 08:37 TO- 814065232595 FROM- sec of state J U L 3(3 ja /o


AMENDMENTS TO ARTICLES OF INCORPORATION

A y t i c l e B o a r d o f T r u s t e e s ; S p e c i a l T r u s t e e s a n d T'tie manageraent of t"He"_aTraIrs" of the corporation

shall be vested in Its Board of Trustees which ahall consist of (a) those persons from time to time holding the office of member • of the Board of County Commissioners of Missoula County, Montana (hereinafter referred to as "Special Trustees") and (b) other persons elected by the members of the corporation in the manner provided in the By-Laws, The number of Trustees constituting the Board of Trustees shall be fixed by the By-Laws but shall not be less than 4 persons in addition to the Special Trustees* Special Trustees shall have the rights, powers and privileges provided for in the By-Laws of the corporation* .

Article 8, Amendments. These Articles may he amended fey law "at the time of amendment; pro-

Their Powers,

in the videdj however, to the extent permitted by applicable law, the provisions of paragraph F of Article 3, the provisions of Article 5 and the provisions of Article 7 hereof may not he amended or rescinded unless necessary to comply with the provisions of applicable law*

4-

09-17-'14 08:37 TO- 814065232595 FROM- sec of state P0029/0030 7-313 F-86£ 4M ic's* *71* * = " A *t BOU

Every co*pi>rotio» I? icqulycd wilder Sections IS'SJli, lS'22'infi, 15-2S08 or 15*2370, Kftvised CoJ^s bf Montanft# 1Q47{ to have and continuously maintom In Wlantetm a registered office and A rejds*e*cd agent at such Office. Any corporation whkh chnnêu ita registered office or xcgisltred agent, or both, or wliuso fluent dies or re' »igns Ot dianges his or it& address tniifit filo A statement of such chango In (he fo I losing form with the Secretary of State.

(For "5C fcy the SKnttiUf/ 0/ Sfafc tfftiy)

^8715 U .• 0 . / ;

• 'M ' STATE OF MONTANA ' . .JILO,

nr. ai-- a,,. ,•<

<,0

£vi-

• ^

• •k,,

u. JAN 2 7 m IJJ-jr PRANK MURRA?

SECRETARY QF STAIR By.

Hwaiity - 1 Filing FBE IOT) '

I?- L!.!. ta.J U}.

STATE OF MONTANA I -

Statement of Change of Registered Office or Registered Agent, or Both, of Corporation

SIXTH; I'he address at Its registered office And the ftddi'CK of the busiiuKs office of lis registered agent, as cfongcd, will bg identical.

SEVENTH: Such chance WBS nut'iorised by rcs&mttoti duly srfopled by its board of directors.

TO "THE SECRETARY OP STATE or THE STATE OF MONTANA CapMol

HelenRj Moul&nA $9601

PurauBnt to the provision® ot Section 15-22L2, R.C.M. 1947, ajj a rfnmestio profit corptjration, Section 1S-S2-107. Tl,C-W-1947, as a foreign profit corporation. Section 14-2309, H.C.M. iy4?, as a domflsile nonrrofu corporation, or Section 15-2371, W.C.M. 1947, as a furelijn nonprofit orpwatipn, the undftrslRiiotf corporation, orgfinizad und^r the IAWR of

..MCN$i®A .submits the following Statcrncnt for the purposo of chantfiJiff its rÂ'fs-Icsreti offirc tji' its rcglfitercrt agent, or both, in Ove Rtute ol Monlima-

WARNING TENALTIES IMPOSED UPON OFFICERS AKV

1)1KKCT0KS. Each officer ana director of a corpora-tion, domestic or forelffn, who rfgn* any trllclts, statement, report, appllctttion on other document flirt with the secretary of slate which is known to ruoh tilficer or director to be false in an^- wateriil respect, shttU be dccmcii to ba guilty of A nifsd^weanor, dad upon convittlon thereof tuay he fitted In any amoimt not excccditi# five huudrcd dollars ({500)." (ScctiDu* 15-Z1S-JZ6 and iri-2S86, R.C M. Jpn)

riRST: The mime f'f the curporatian is

MISSOULA COWiyNI.TY.JOSHTAL.

fiRCOND; Thn address uf its pnisL-nt roj?islered office Is

28?? Fort..Missoj^.a ItDAd 10 Jl... January..,..^. DATED: ( ; l r u v l ' Mimbnf )

WlgSoula. Mnntans MISSOULA C0MMUNOT BOSPMAL (!ll« C0d«) iw W'',n>

(o«rttL ilbmo »{ UiriMMtiaaJ

yr (iJffnAlurtf of cffj'*r)

THJKD: Tim giddvpss to which its rcaintot'ed office U to he changed

By i^/

(strwA) (uliVl (Mimlmr)

President, its Moriiaiifi (title «f o/riiicO (nis> sutlc) IciCv nr t'lri-n)

NOTE: FOURTH: Tim'name orita present veflUtured agent is

Vincenti Pywere This Statement must lift signed by either the cyrpwatton's president or vice »reaidont. verified by the otgnine officer bewrSâ Notary I'ublic or similar official, end the original only aubmitCeJ to thn Secretary <it State, CapitoJ, Mwitanu SOQOl with a filing lee in the ftmaijni of $2.00. Nonprofit corporations need not verify »!<.> statement, The copy of the Statement sbuuld be retained in the corpora* tlon'x rseorrts,

FII-TU: The numf! of its successor registered ofen! Js

Frojik J, ©fiphiuô. iKMfc

Montwia.,

.ftissaitt-a

STATE 07 AS.

County of

a Notary Public, hereby certify that on the , 18,.7.5.. personally appeared before ma

p.K!MtM.flR.lJ:

the above corporation, tiiat ...he signed the ioregowg document as presideri.ti.-the corporation, ,ind that the statinents therein contained ace true

M

.ai^y8..M.v..«^l.uiid. day of .who.-b&inff by mo first duly swarn, declared thet ....he is the nf

61

(tlVnAtiir* ut riotoiY public)

Notary Public for th« State ot Residing at .Mlsa.QUla,, Jon.t.an.a_....„

My commission expires

, .(NOTARIAL S5EAL)


$TAW OF M O N 7 - A M A , of ^ecf'eu.iiV '..a o

-7-T-T-37T--"T:t'v

y iV^Cj'Ma' Oil if l .• / J •Xu.

. in ocwnvii-^a.by color bliuj .

Ln'J ' . i . . ; ' fniC- 'O' ' : '" / ; j '

secretary of state · 1935, and acta amendatory thereof and eupplemental thereto. it shall have all...

Documents