SMSA Treemont Acquisition Corp - FORM 8-K/A - EX-3.2

Attached files

file	filename
8-K/A - 8-K/A - SMSA Treemont Acquisition Corp	c19486e8vkza.htm
EX-3.3 - EX-3.3 - SMSA Treemont Acquisition Corp	c19486exv3w3.htm
EX-3.1 - EX-3.1 - SMSA Treemont Acquisition Corp	c19486exv3w1.htm
EX-3.7 - EX-3.7 - SMSA Treemont Acquisition Corp	c19486exv3w7.htm
EX-3.6 - EX-3.6 - SMSA Treemont Acquisition Corp	c19486exv3w6.htm
EX-3.4 - EX-3.4 - SMSA Treemont Acquisition Corp	c19486exv3w4.htm
EX-10.3 - EX-10.3 - SMSA Treemont Acquisition Corp	c19486exv10w3.htm
EX-10.1 - EX-10.1 - SMSA Treemont Acquisition Corp	c19486exv10w1.htm
EX-10.8 - EX-10.8 - SMSA Treemont Acquisition Corp	c19486exv10w8.htm
EX-10.2 - EX-10.2 - SMSA Treemont Acquisition Corp	c19486exv10w2.htm
EX-10.18 - EX-10.18 - SMSA Treemont Acquisition Corp	c19486exv10w18.htm
EX-10.25 - EX-10.25 - SMSA Treemont Acquisition Corp	c19486exv10w25.htm
EX-10.17 - EX-10.17 - SMSA Treemont Acquisition Corp	c19486exv10w17.htm
EX-10.24 - EX-10.24 - SMSA Treemont Acquisition Corp	c19486exv10w24.htm
EX-10.15 - EX-10.15 - SMSA Treemont Acquisition Corp	c19486exv10w15.htm
EX-10.20 - EX-10.20 - SMSA Treemont Acquisition Corp	c19486exv10w20.htm
EX-10.26 - EX-10.26 - SMSA Treemont Acquisition Corp	c19486exv10w26.htm
EX-10.16 - EX-10.16 - SMSA Treemont Acquisition Corp	c19486exv10w16.htm
EX-10.19 - EX-10.19 - SMSA Treemont Acquisition Corp	c19486exv10w19.htm
EX-10.21 - EX-10.21 - SMSA Treemont Acquisition Corp	c19486exv10w21.htm
EX-10.23 - EX-10.23 - SMSA Treemont Acquisition Corp	c19486exv10w23.htm
EX-10.11 - EX-10.11 - SMSA Treemont Acquisition Corp	c19486exv10w11.htm
EX-3.5 - EX-3.5 - SMSA Treemont Acquisition Corp	c19486exv3w5.htm

Exhibit 3.2


		ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov


Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada		Document Number 20100327630-74 Filing Date and Time 05/12/2010 9:40 AM Entity Number E0210912010-9


Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1



USE BLACK INK ONLY — DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

Articles of Merger
(Pursuant to NRS Chapter 92A — excluding 92A.200(4b))

Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box o and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity.


Senior Management Services of Treemont, Inc.

Name of merging entity

Texas		Corporation
Jurisdiction		Entity Type*

Name of merging entity



Jurisdiction		Entity type*



Name of merging entity



Jurisdiction		Entity type*



Name of merging entity



Jurisdiction		Entity type*

and,

SMSA Treemont Acquisition Corp.
Name of surviving entity
Nevada		Corporation
Jurisdiction		Entity type*


*		Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00



This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 1
		Revised: 10-16-09


		ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov


Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2



USE BLACK INK ONLY — DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger — NRS 92A.1 90):


Attn:


c/o:

(Choose one)

	þ		The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

	o		The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

Owner’s approval (NRS 92A.200) (options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box o and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity):

	(a)		Owner’s approval was not required from



			Name of merging entity, if applicable



			Name of merging entity, if applicable



			Name of merging entity, if applicable



			Name of merging entity, if applicable

			and, or;



			Name of surviving entity, if applicable



This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 2
		Revised: 10-16-09


		ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov


Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3



USE BLACK INK ONLY — DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

	(b)		The plan was approved by the required consent of the owners of *:

			Senior Management Services of Treemont, Inc.

			Name of merging entity, if applicable



			Name of merging entity, if applicable



			Name of merging entity, if applicable



			Name of merging entity, if applicable

			and, or;

			SMSA Treemont Acquisition Corp.

			Name of surviving entity, if applicable


*		Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.



This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 3
		Revised: 10-16-09


		ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov


Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4



USE BLACK INK ONLY — DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

	(c)		Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):

			The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.



			Name of merging entity, if applicable



			Name of merging entity, if applicable



			Name of merging entity, if applicable



			Name of merging entity, if applicable

			and, or;



			Name of surviving entity, if applicable



This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 4
		Revised: 10-16-09


		ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov


Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5



USE BLACK INK ONLY — DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

	5)		*Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200):**



	6)		Location of Plan of Merger (check a or b):

(a) The entire plan of merger is attached;

or,

(b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

Effective date (optional)**:


*		Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them “Restated” or “Amended and Restated,” accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent — Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

**		A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).



This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 5
		Revised: 10-16-09


		ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684 5708 Website: www.nvsos.gov


Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6



USE BLACK INK ONLY — DO NOT HIGHLIGHT		ABOVE SPACE IS FOR OFFICE USE ONLY

	8)		Signatures — Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*

			(if there are more than four merging entities, check box o and attach an 8 1/2” x 11” blank sheet containing the required information for each additional entity.):

			Senior Management Services of Treemont, Inc.


Name of merging entity

/s/ Signature	President Title	5/11/2010 Date

Name of merging entity

/s/
Signature	Title	Date

Name of merging entity

/s/
Signature	Title	Date

Name of merging entity

/s/
Signature	Title	Date

SMSA Treemont Acquisition Corp.

Name of surviving entity

/s/	President	5/11/2010
Signature	Title	Date


*		The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.



This form must be accompanied by appropriate fees.		Nevada Secretary of State 92A Merger Page 6
		Revised: 10-16-09

SMSA Treemont Acquisition Corp - FORM 8-K/A - EX-3.2 - July 20, 2011

Attached files

SMSA Treemont Acquisition Corp Reports