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Home My WebLink AboutCertificate of Amendment of sourizb9 SHANTEL KEZEBS Brookings Health System Investment Authority December 18, 2017 300 22ND AVENUE BROOKINGS, SD 57006 Filing Acknowledgment Please review the filing information below and notify our office immediately of any discrepancies. Business ID : NS138928 Status: Good Standing Filing Type: Nonprofit Corporation -Domestic Amendment Type: Articles of Amendment Filed Date: 12/18/2017 2:50 PM Shantel Krebs Secretary of State State of South Dakota SOUTH DAKOTA STATE CAPITOL • 500 E. CAPITOL AVE. • PIERRE, SD 57501 www.sdsos.gov • Phone 605 773 4845 • Fax 605 773 4550 corpinfo@state.sd.us .O�gOUTga. •' - a RECEIPTr South Dakota Secretary of State 500 E.Capitol Ave Pierre, SD 57501-5070 RECEIPT INFORMATION TOBIN J MORRIS Receipt#: 001238349 133 ISLAY AVE Receipt Date: 12/18/2017 FORT PIERRE, SD 57532 DO NOT PAY! This is not a bill. Description of Charges Reference Quantity Unit Price Total Articles of Amendment-Nonprofit Corporation- 2187470 1 $15.00 $15.00 Domestic-NS138928-Brookings Health System Investment Authority Paper Filing Fee 1 $0.00 $0.00 TOTAL CHARGES PAID $15.00 Description of Payment Reference Amount Payment-Check/MO 1457 $15.00 TOTAL PAYMENT $15.00 In Reference To: Brookings Health System Investment Authority(NS138928);Amendment ID: 2187470 phone(605)773-3537 corporations (605) 773-4845 ucc (605)773-4422 Page 1 of 1 6tate of Ooutb Makota Office of the Secretary of State Certificate of Amendment Domestic Nonprofit Corporation I,Shantel Krebs, Secretary of State of the State of South Dakota,hereby certify that the Application for Articles of Amendment for Brookings Health System Investment Authority BUSINESS ID#NS138928 with an effective date of December 18,2017,duly signed and verified,has been received in this office and is found to conform to law. ACCORDINGLY,and by virtue of the authority vested in me by law,I hereby issue this Certificate of Amendment and attach hereto a duplicate of the Application for Articles of Amendment. IN TESTIMONY WHEREOF,I have ' hereunto set my hand and caused to be affixed the Great Seal of the State of South Dakota, in Pierre,the Capital City,this day, December 18,2017. Shantel Krebs 12/18/2017 3:04 PM Secretary of State ARTICLES OF INCORPORATION OF t� BROOE INGS HEALTH SYSTEM INVESTMENT AUTHORITY 'o The undersigned natural persons of lawful age, for the purpose of forming a nonprofit =:.k corporation under South Dakota Codified Laws Chapter 47-22, adopt the following Articles of -< Incorporation: ARTICLE ONE. DURATION a� The period of duration of this nonprofit corporation is perpetual. a ARTICLE TWO. NAME AND PRINCIPAL OFFICE The name of the corporation is Brookings Health System Investment Authority and its principal P., office is located at 300 22°d Avenue,Brookings, SD 57006. ARTICLE THREE. ; PURPOSES tl This corporation is organized exclusively for charitable purposes and at all times shall be operated for the benefit of, to perform the functions of, or provide support to the City of Brookings d/b/a/Brookings Health System. ARTICLE FOUR. NO MEMBERS The corporation shall have no members. ARTICLE FIVE. DISSOLUTION In the event of dissolution of the corporation, any assets of the corporation remaining after compliance with SDCL §47-26-5 shall be distributed to the City of Brookings d/b/a Brookings Health System, Brookings, South Dakota, a municipal corporation. ARTICLE SIX. REGISTERED OFFICE AND AGENT Page 1 of 3 r� The name of the registered agent of the corporation is Jason Merkley. The street address of the registered office, which is also the address of the registered agent, is 300 22"d Ave, Brookings, i SD 57006. ARTICLE SEVEN. TYPE OF CORPORATION The corporation is an economic development corporation, which is organized exclusively for public and charitable purposes and will operate for the benefit of the City of Brookings d/b/a ,w Brookings Health System. L� ARTICLE EIGHT. AUTHORIZATION The corporation is organized under SDCL Chapter 47-22 and Chapter 9-27. u4 7� ARTICLE NINE. LIMITATION OF PURPOSE s No part of the net earnings of the corporation shall inure to the benefit of,or be distributable to its members,trustees,officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered.No substantial part of the activities of the corporation shall be the carrying on of propaganda,or otherwise -r attempting to influence legislation, and the corporation shall not participate in, or intervene in r: (including the publishing or distribution of statements an political campaign on behalf of or in y (� g P g ) Y P P �� opposition to any candidate for public office. Notwithstanding any other provision of these articles,the corporation shall not carry on any other activities not permitted to be carried on(a) by a corporation exempt from federal income tax under section 501(c)(3)of the Internal Revenue Code, or the corresponding section of any future federal tax code,or(b)by a corporation, contributions to which are deductible under section 170(c)(2)of the Internal Revenue Code,or the corresponding section of any future federal tax code. ARTICLE TEN. DIRECTORS The number of directors constituting the initial board of directors of the corporation is 10. All directors of the corporation shall be appointed by the City of Brookings, d/b/a Brookings Health System; specifically, the directors of the corporation shall be those persons serving on the Board of Trustees of the City of Brookings, d/b/a Brookings Health System, plus the Chief Executive Officer of Brookings Health System. The names and addresses of the persons who are to serve as initial directors are as follows: Page 2 of 3 Names of Directors Addresses of Directors a 1. Walt Wosje 2026 Monarch Lane, Brookings, SD 57006 sK 2. James Morgan 2634 Western Ave S, Brookings, SD 57006 3. Sheila Anderson 3310 Walnut Lane, Brookings, SD 57006 �w 4. Justin Sell 1148 Apache Trail, Brookings, SD 57006 5. Andrew Ellsworth 1808 Tatanka Pass, Brookings, SD 57006 6. Jim Booher 7280 Valley View Road, Brookings, SD 57006 7. Nancy Fahrenwald 3311 Walnut Ln, Brookings, SD 57006 :AI 8. Daryl Englund 1200 Telluride Lane, Brookings, SD 57006 9. Dick Peterson 505 '/Main Street, Brookings, SD 57006 10. Jason R. Merkley 1510 Buffalo Trl, Brookings, SD 57006 14 M={ ARTICLE ELEVEN. INCORPORATORS The names and residences of the persons forming this corporation are as follows: Name of Incorporators Address of Incorporators. Jason R. Merkley 1510 Buffalo Trl, Brookings, SD 57006 No person may execute this report knowing it is alse in any material respect. Any violation may be subject to a civil and/or criminal penalty DC 22-39-36). J IZ-13- 17 Dated: Jason . Merkley Page 3 of 3