New York State Department Of Health
Division of Legal Affairs
Memorandum
Lisa Thomson
Division Of Health Facility Planning
TO:
Colleen Frost, Executive Secretary
Public Health Council
FROM:
Diana Yang, SeniorAttorney
Bureau of House Counsel
DATE:
November 15, 2011
SUBJECT:
Proposed Certificate of Amendment of the Certificate of Incorporation of
Comprehensive Care Management Diagnostic and Treatment Center, Inc.
This is to request that the above matter be included on the agendas for the next
Establishment and Project Review Committee and Public Health and Health Planning
Council meetings.
The attachments relating to this matter include the following:
1. Memorandum to the Public Health Council from James E. Dering,
General Counsel;
2. Photocopy of the proposed Certificate of Amendment of the Certificate
of Incorporation;
3. Photocopy original and previous amendments to the Certificate of
Incorporation.
4. A letter, dated September 29, 2011, from Stephanie Marcantonio, an
attorney representing Comprehensive Care Management Diagnostic
and Treatment Center, Inc., that provides additional information about
the corporation.
Attachments
cc: C. Jolicoeur
J. Rothman
B. DelCogliano
New York State Department Of Health
Division of Legal Affairs
Memorandum
TO:
Public Health Council
FROM:
James E, Dering, General Counsel
DATE:
November 15, 2011
SUBJECT:
Proposed Certificate of Amendment of the Certificate of Incorporation of
Comprehensive Care Management Diagnostic and Treatment Center, Inc.
(7
Attached is the proposed Certificate of Amendment of the Certificate of
Incorporation of Comprehensive Care Management Diagnostic and Treatment Center,
Inc. This not-for-profit corporation seeks approval to change its name to “CenterLight
Healthcare Diagnostic and Treatment Center.” The corporation is currently licensed to
operate several Article 28 diagnostic and treatment centers located in Queens, Kings,
Bronx and Suffolk Counties. Public Health Council approval for a change of corporate
name is required by Not-for-Profit Corporation Law § 804 (a) and 10 NYCRR § 600.11
(a) (1).
Also attached is a letter, dated September 29, 2011, from Stephanie
Marcantonio, an attorney representing Comprehensive Care Management Diagnostic
and Treatment Center, Inc. As explained in that letter, the name change is in
connection with a rebranding within the corporate membership structure,
The proposed Certificate of Amendment is in legally acceptable form.
Attachments
CERTIFICATE OF AMENDMENT
‘l’O THE
CERTIFICATE()F INCORPORATION
OF
COMPREHENSIVE CARE MANAGEMENT
I)IACNOSTIC ANI) TREATMENT CENTER. INC.
UNDER SECTION 803 OF THE NOT-FOR-PROFIT CORPORATION LAW
‘he undersigned, being the President and Chief Executive OlTicer of
Comprehensive Care Management Diagnostic and ‘l’reatment Center, Inc., does hereby certih
hat:
I.
The name of the corporation is Comprehensive Care Management Diagnostic
and Treatment Center, Inc. (the “Corporation”). [he name under which it was formed was Beth
Abraham Diagnostic and Treatment Center, Inc.
The Certificate of Incorporation of the Corporation was tiled by the
2.
Department of State on May 7, 1990. The law under which the Corporation was formed was the
New York Not-Ibr-Profit Corporation Law.
Lie Corporation is a corporation as defined in subparagraph (a)(5) of Section
102 of the Not-Ihr-Profit Corporation Law and isa Type B corporation as defined in Section 20
of that law.
3.
4.
The Certificate of Incorporation is amended to change the corporate name.
Article I of the Certificate of’ Incorporation is amended to read:
‘fhe name of the Corporation is CenterLight I Iealthcare Diagnostic and
Treatment Center (hereinafter called the “Corporation’).”
‘[he above amendment to the Certificate of Incorporation was authorized by a
5.
sole
member
of the Corporation at a duly convened and held meeting in accordance
otc of the
with Section 02 of the Not—for—Profit Corporation l,a’a
The Corporation designates the Secretary of State of the State of New York as
6.
its a2ent upon whom process against it may he served. The post office address to which the
Sccretars of State shall mail a cop> ofany process ser cd upon him or her as fbllows:
612 Allerion Avenue
Bronx, New York 10467
3 I have signed this Certificate of Amendment to the
4
IN WITNESS WHERE(
day of September. 2011, and I affirm that the statements
Certificate of Incorporation this
contained herein are true under penalt es of perjury.
/
2n
MichI Fassler
President and Chief Executive ()flicer
STATE OF NEW YORK
DEPARTMENT OF STATE
I hereby certify that the annexed copy has been compared with the
original document in the custody of the Secretary of State and that the same
is a trtie copy of said original.
WITNESS my hand and offieia seal of
the Department of State, at the City of
Albany, on July 12,201 L
c-Q
Daniel E. Shapiro
First Deputy Secretaty of State
I{ev 06/07
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:;CERIfjcAWO--444GQRPoRfl1QN
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OF
INC-.
BE’Pt ABRAHAN DIAGN0S;IC AND TREAT?4ENT CENTER,
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Under Section -402 of the
Not-For-Profit Corporation Law
Lth. State Q-f New YQsJt
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The undersigned,
eighteen years of age,
being a natural person of
at
least
for tpe purpose of forming-a corporation
pursuant to the Not—For—Profit COQ5?ation Ltiof the State:f’
New York,
hereby ce-rtfliea as follows:
•
The name of the Corporation is Beth Abrahm Diagnotic
and Treatment Center,
Inc.
(hereinafter called the
“Corporation”).
The -Corporation i-s a corporation as defined in
subparagraph (a)(5)
of Section 102,
and is a Type B corporãti.on
as defined iii Section 201, of the Not—For-EcaLiL&2r$pratiqn
t
Law of the State-of New York.
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ART1CLE1IL
The purjosés far which the Corporation is organized
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educa’tional,
are to operate exc’lusively for cn8ntaflb,
and
scientific purposes within the meaning of Sectloa5Ol(c)(3) ef
Ihe Inifernal Revenue Code: -and-wi-thin--such limits:
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dinostic and treatment center in accordance witI applicable
such purposes to intlude,
law,
but not be limited to,
providing services for the cliagnosis,
(i)
treatment,
and
pre(’entjve care oh individuals enijie in the Beth Abrflam
home health care,
chronic car’e manaa_ement,
progrars;
or adult dy care
ge-rreni
and-(ii) providing physician services tothe
comunityJ
(b)
To do any other act or thing incibental to or
connected with the foregoing purposes or in advancement thereof
ard not prohibited by law or inconsistent with the other
provisions of this Certificate of
Cc)
-
Incorporation.
to have and-
In accordance with the above,
exercise all powers available to corporations organized
pursuant
to the Not—for_profit Corporation Law of the State o&-
New York.
-
Nothing herein contained shall authorize te
Corporati’n,
among
(
directly or indirectli,
to engage in cr include
its purposes any of the a’ctivities set forth in
subsections
(b)
through.(n),
subsections (p)
through
-
Cs),
or
9.
subsectiç fuk of Section 404 of the Not-For—profit Corporation
-
Law of the State of New York.
-.
In
all events and under all circãmstañcéi,- and
notwi thstanding merger,
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consolidation,
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reorganization,
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____________________
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termination,
-dtnoiirtton
or wiflding up bf this Corporation.,
voluntary or involuntary or by operationof law:
(a)
The Corporation shall neither have nor exercise
any pttTOr or authority, either expressly, by interpretation or
by operation of
nor dlrect1 nor indirectly engage in any
that would prevent it from qualifying
activity,
to qualify)
0
law,
(and continuing
ía en-ti..n-4Ol(e)-(3)-
as an organiza
thefnternarRevenjje Code.
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(b)
No part of the assets or net earnirzgsbf the
Cuiporation shall inure to the benefit of or be distributable,
to its incorporators, directors-,
as compensation or otherwise,
a
officers or other private persons having
interest
in the Corporation,
persorrator private
except that €he
—
Corporation shall
be authorized and empowered
npayseasonable compensation for
services actually rendered,
to make reinbursemeyit irtêreasonable
amounts for expenses actual1y incurred,
and to make payments or
1 whether pursuant to
disribufnons in reasonable amounts
contractual
in furtherance of the
arranqejnentsor ofherwise,
The foregoing
purpOses set forth in ARTICLE III hereof.
I,
provision shai4it—be qpnstrued
td
require the Corporation to
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pay compenption to or to riburse zncocporators,
directors,
officers or other riVâte éiiWns having a interest in the
Corporation.
(c)
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No sut,st’antzal part of the activitie
or
Ehe
Corporation shalLcoñsjgt of the cartying/dn of prpagTfida, or
of otherwise attempting,
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.
to influence legislation, unless
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Section. 501(h) of the Internal Revenue Code shall apply to the
Corporation,
inwhich case the Corporation shall
not normally
--4
make lobbying or- grass roots expenditures in ezcO5S of the
amounts therein specified,
participate in.
The Corporation shall not
orintervene in (including the puôlIsht’ng or
distributing of statements),
of
tal campa{Qn on behalf
t
any politi
any candidate for public office; nor shill
prohibitédran’sactioñ
it engage in any
as defined in Section 503(b) of the
Internal Revenue Code.
-
11èlther the whole,
(d)
nor any part or portLon,
of
the assets or net earnings of the Cor,poration shall be used,
noT shall
the Corpotation ever be operated,
for ob)pcts or
purposes other than those set forthin ARTICLE III hereof.
Ce)
amounts
as not
The Corporation shall distribute such
(1)
for each taxable year at such time.and instchTnanner
to subject it to tax On uñdistributed income under
Section 4942 of the Internal Revenue Code-’
• (2)
The Corporation shall not engage--in any act
of self-dealing which ta subject to tax under Section 4941 of
,the1ntar-aa 1-Revenue Code.
*
.
(3)
The Corporation shall not retain any exeesa
business holdings which are subject to tax undar.. Section 4943
of
the Internal Revenue Code.
S
(4)
The Corporation shall not make, any
investments inosuch manner as lo sub;sct 3.-t to tax under
Section 4044 of the Internal Revenue Code.
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(3)The Corporation shall not make any taxable
expenditures which are subject to tax under Section 4945 of the
Internal Revenue eode,
MflQLY
Upon any dissolution of the Corporation,
its
all of
assets and prop4ttyof every nature and description remaining
after the payment of all liabilitiepe&cid-obflcationsof the
(but noLincluding assttihel by the Corporation
Corporation
upon condition requiring return,
•
transferor conveyance, which
_sondition occurs by reason of the dissolution) shall be paid
-
over
-
and transferred subiect to an order of a Juatice of €he
Supreme Court of the State of New York. to one or more
organizations which engage in activities sut$tantially similar
to those of the Corporation,
exemption from federal
and which are then qualified for
income taxes as organizations descdbjâ
in Section 501(c)(3)of the Internal Revenue Code—
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ARTICLEj(j
-
(
references contained in this Certificate of
All
Incorporation to the Internal Revenue Code shail be, deemed to
refer to the Internal Revenue’Code of 1986,-as amended,
and to
any corresponding provisions ot any subseuent federal tax laws.
•
E VII
1
ARTIcI.
The Corporation is hereby authorized by—tluttonof----.
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the Board of Directors of the Corporation to accept subventions
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from members.az—ncnrmemters on terms- and conditions notinconsistent with the Not-For—Profit-Corporation Law of the
State af_Iiew—e-rk--&n4-tr-isnuWWffjffiEi$ therefor:
Such
a
subventions shall consist of money or other property,
or
for
imtangible,
t-añgible
actually received by the Corporation or expended
its benefit or for its formation or reorganization,
combination thereof,
or a
and shall be evidenced by the issuance of
subvention certjficates in accordance with theprovistonsof
4
-Section 505 of the Nat—ForJprofit Corpottttarrtaw,
.---x-
ARTICLE VIII
The office of the Corporation IS to be located in the
U_k,
County of Bronx, State of New York.
-
.
ARTICLE IX
The names and addresses of the persons constituting
the initial Board of-Directors of the Corporation until the
first annual meeting or until theii succèsèors are elected and
qualified are:
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NAME
Edwin H.
ADDRESS
Stern,
William A.
IlL
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20 Broad Street
New York
Riesenfeld
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10005
136 East 56th Street
New York, Ne york
10022
—
John A. Wiener
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745 FifthAvenue1ew YoEk, New York
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The Secretary of State is hereby designated the agent
of the Corporation upon whom process againt the Corporation
may be served.
of
State
The post office address to which the Secretary
shall mail a copy of any process against the
-Corporat lom served upon-- htm-.w agent of—the Cor.po-tation is-i--
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612 Allerton Avenue
Bronx, New York
10467
IN WITNE WHERtOF,
made,
of
the undersi-qne&inCOfOtOXhSe
subscribed and Stknowledged this Certificate this
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1987.
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day
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(Itçatmre)
N.
John A. Wiener
‘745 Fifth Lvenue
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New York, New York ‘1.Ql5l
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IN WIThESS WHEREOF, this Certificate has been subscribed...
a’-i
this
day of
1990, by the undersiqned who aftirms that the
,.crcin -are true under the pa1tsofparj}1ry
a.
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John A. Wiener
Fifth Avenue
New York, NewYork
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flflflCATE OF APPROVAL
ifrE??ERTSHAP!fltQtjrniersjgneo,
Supreme Courtbf
District,
di
the
New’ThTk in the tweLfth Judicial
in which the office of Beth Abraham Diagnostic and
Treatment Center,
fcreoing
the Stet,c
a Justice of
Inc.
do
is to be located,
hereby approve the
Certificate of
Incorporation of Both Abraham
Inc.
Diagnostic and Treatment CenterAand consent thaLtu1tsame be
Lil.
3
DATED:
79S0,
_
Supreme Court,
Bronx County
Part
New York, New York
Justice, $jr%k Court
Twelfth JhdiciWl District
HERBERT SHAPJRG
The undersigned has no objection to the granting of jud-icial
approval hereon and waives statutory notice.
I 2,,121U
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rCrkMILO OF JUDICIAL
ttorn
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Bcfl. 9b-’°-’’- 0 iniy’..aStk S
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thecorporation
of
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namtdUraM dtw?ThdTn itWfot4iiiflffiflwa3a-flfl haverad at faegoing certificate and khev.- the contents thereof
to be true except as to thc%auers thekin jwe4 o be aflqed upon rniocmetion ant
1 tclief and as to those matters belie’ e
therntobecrue.
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OEPAfifl$r OF HEALTH
TOWER AtMWJNG
NY. 12231
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Pu6[lc_lliA[THCouNr
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-November 2. 1989
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Mr. Len McNally
Asosiatt Director of Planning
kpth Abrakas flljnastic and
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612 &Jlertookv#nue.,..-Bronx,NY 1046? —
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C&tfflatjijjrpration of Seth Abrahase IHagnostic and Treatment
Center, Inc.
Dearffir. McNally:
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*FTft iNOttfRfljkI 0
TflEfliGATJOWgfl4-tfrpccaLi1..,,Jtn, taken
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at a meeting of the Public Health Council held on the 27th day of June, 1986,
t hereby certify that the Public Health Council .consents to the-filirgoT the
Certificate 3f .tftCOrpin.tipnof Beth Abraham Diagnostic and Treatment Center,
In€ , datad August 4, 1987
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CERTIFICATE Of’ INcORPORA’tION
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BETH ABRAHAM_nI&GNOSTIC AND TREMNT qENTER
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INC.
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SFiled by:
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Mark A. Stjrlinq
jogan & Hartson
Columbia Square
---5S3-Thi-rteenth Street, N.W.
Washington. D.C.
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ST/i TE OF NEW YORK
DEPARTMENT OF SL’l TE
I hereby certify that the annexed copy has been compared with the
original document in the custody of the Secretary of State and that the same
is a true copy of said original.
WllNFSS my hand and official seal of
the Department of Staie, at the (‘ity of
Albany. on July 12. 2011
S•
Rev. 06/07
e
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Daniel F. Shapiro
First Deputy Secretary of State
_
• -CFR-TIflCATE-PPAMEND*tWitOF
CERTIFICATE OF INCORPORAflON OF
BETH ABRAHAM DIAGNOSTIC AND TREA1fLNT (XNTLM, INC.
-
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—
c.e.
Under Section 803 of the NotswProm Co,pentioataw
Pursuant to the provisions of Seotion 803 of the Not-For-Profit Coiporation Law, the tuxlessigned, the
Chairperson of the Board and Secretary of BETH ABRAHAM DIAGNQSTICAI4D TREATMENT
CENtERS. INC., a corporation organized under the New York NoPFor-ttCfitUóijiörãiióii (the
“Corporation”).doherebyeertify:
-
FIRST
£
Thit the name ofte Corporation is REfli ABRAHAM DIAGNOSII&ANtT
-
SECOND;
That the Certificate of Incorporation of the Corporation was flied by the Depctneot gf
State, Albany, New Y&k on the 7th day of May, 1990 The
-=citrshtWofthe Stab 61Ne YSfl, T
an
cwbchtk Corporation was foimttfleth
Abraham Diagnostic and Treatment Center, juL
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secti*n- toof:
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the t4i-For-Proflt Corporation Law. his a Type Scorpixttion.-es &fined in Section 201 of the Not-Fortrofit Corporation Law and shall hereaftereontinue to be a Type43 corporation tinder the Not-For-Profit
_—
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FOURTH: Article (I) of the Certificate of Incorporation which sets forth the name of the
Corporation.ishcrebyamen&dioxeaL-
-
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ARTICLE I
The name of the Corporation is Comprehensive Care Management Diagnostic and Treatment Center, Inc.
FIFTH:
This amendment to the Certificate of Incorporation was authorized by resolu&m
adopted by Unanimous Written Consent of the Board of Directors oftheCoq,oration in LiiiofMeetü
dated
3996
SIXTH
The Secretary of State is hereby designated as agent of the Corporation ubn whom
process against it may be served. The post office address to which the Secretary of State shall mail a copy of
anorocess against the Corporation sened upon him is ç/o 612 kIlerton Menue Bronx %e York 1046? aec
IN WITNESS
EREOF
pndltIes ot perjury
acnift of Amendment ha&hetn sybscribci by the undersigned thk
,I996.andsJiestatemetscontainedbereinsnaffirmedastritetsnder
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CeliaZuc
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- RESQLUTIOt4 0, TIlt SOATID OP
BETH AHRAIL4M DIAGNOSTIC AND TRtATMENT CENTER, INC.
Action By Unanimous Written Censent of
theBoardoiDitectors
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Thc undersigned, being all of the members of the Boad ofDirectors of Beth Ab1aham Diagrtre
and Treatment Center, Inc., a New York-not-for-profit corporation. do hereby adept, by unanimous coiaL..r
in writing, the following resolutioneffective asof the date hereof with the same foroewd.ffat as if auth—
resolution had been unanimously adopted at a duly convened meeting of tWfloard of Directors of Beth
Abraham Diagnostic and Treatment Centcr, Inc.:
RE-AS, the Board of Directoof BdhAbk d Tt Center,
has determined that ins in the best interests of Beth Abnham Diagnostic and Treatment Center tnc to
change jt pj to “Cowpr.h.ndve Care Management Diagnostic and Treatment
—
THEREFORE BE-IT RESOL VED, that.theBosxü ofDn
3
rEbbyrmt4eccçtzt S
awftonzes BttlCAbraltam DiaEiàitic add TreatmentCenrer tnt to ehange Its name to “Comprehensweflre
Management Di4nostic andTrtatmentCenter. Tue.”; and.
RESOLVED FURTHER, that the appropriate officers and staff of Beth Abraham Diagnostic
and Treatment Center, rnt, or any one us more of them hereby are authorized and dir&tedio do all things
—---—-*ette-ali
on behalf of Beth Abraham Diagnostic and Treatment Center, Inc. as may be necessary or convenient in
effecting the foregoing resolution.
-
IN W1ThESS WttEREO Tht ctiofly1JnasilhüWWiit1tóiisent of the Board of
Directors in Lieu of Meeting has been duly executed as of the IL day of
1996,
Celia
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DUPLICATE
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Mam1i24’1997
Ms. tcin-ILLtn
fl4frahan H.thgvjs
6l2AiIeflon-Mtñue
Re
-
-€ertificate-uf-Amen&nent of Certificate of incorporation of Beth Abrahan,Piagnostxc
Treathient Center, Inc
-
-
Dr Ms. Láhn:
AFTER INQUIRY and TNvEsnaxr[oN th4]
meeting of the Public Health Council held on the 21st day oftMardz, 1S91,4bibi-cE4fr—
tharthrttrtdicate of Amendment to the Certificate of Incorpnjon of Beth Akabem
Diagnostic and Treatment Center, Inc. hereafter to be known as Coir4wehensive Cart
Management Diagnostic and Treatment Center Inc dated December 11 1996 is approved
çzz*:;
Sincerely,
AC:
oKaren S. Westervelt
Executive Secretary
e
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fttuseieoo34c
RELYEA-75
CERTIFICATE OFAMENDMENT
OF
CERTIFICATE OF INCORPORATION
OE
-
BETh ABRAHAM DIAGNOSTIC AND TREATMENT
-
CENTER, INC
Under Section 803 of the Not4oaofit Cofl Law
STATEOFt4EWYORK
UEPARTh3ENIOFSTATE
[7
-FILED NAY 011997
FiledBy
Relyea Services, Inc.
PO.BoxSIO7
Aibany, New York
!22d5-0167
-
-
.
--
RELYEA-75
97050100
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—
-i
C A. :I) V(’ 4 L A L) E J{
-
Cadwalader. W,ckersham & Taft LLP
New York London Charlotte Washington Seinq
One World Financial Center. New York NY 10281
Tel 212 504 6000 Fax 212 504 6666
www.cadwalader.com
September 29. 2011
SEP 3
o 2011
Ny DEPRTa4&
VIA FEDERAL EXPRESS
R.
OF HOUSE
COUNSEL
Susan A. Sullivan, Esq.
Bureau of House Counsel
New York State Department of Health
Empire State Plaza
rh
Corning Tower, 74
Floor
Albany, New York 12237-0031
Re;
Comprehensive Care Management Diagnostic and Treatment Center. inc.
(Proposed Name Change)
Dear Ms. Sullivan;
As discussed by telephone, Comprehensive Care Management Diagnostic and Treatment
Center, Inc. (“CCM DTC”) previously provided to you a proposed form of its Certificate of
Amendment to the Certificate of Incorporation that would change its corporate name to
CenterLight Healthcare Diagnostic and Treatment Center. The proposed name change is in
connection with a rebranding being undertaken by Bethco Corporation, which will be renamed
Centerlight Health System.
Bethco Corporation is the sole corporate member of
Comprehensive Care Management Corporation, which is in turn the sole corporate member of
CCM DTC. Comprehensive Care Management Corporation will be renamed CenterLight
Healthcare. The proposed name change to CenterLight Healthcare Diagnostic and Treatment
Center will reflect the relationship of the diagnostic and treatment center to CenterLight Health
System and CenterLight Healtheare.
Enclosed is a copy of the executed Certificate of Amendment of the Certificate of
Incorporation of CCM DTC for submission to the Public Health and Health Plarming Council.
Stephanie Marcantonie Tel 212 504 6749 Fax 212 504 6666
[email protected]
Susan A. Sullivan, Esq
September 29, 2011
Please call me at (212) 504-6749 if you have any questions or comments. Thank you for your
assistance.
Sincerely yours,
Stephanie i?arcantonio
SM/mis
Enclosures
cc:
Christie O’Toole
Paul W. Mourning, Esq.
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