LIMITED LIABILITY COMPANY AGREEMENT OF LAWTON SURGERY INVESTMENT COMPANY, LLC
EXHIBIT 3.112
The undersigned hereby executes this Limited Liability Company Agreement (“LLC Agreement”) as
the sole member (“Member”) of Xxxxxx Surgery Investment Company, LLC (the “Company”), a Delaware
limited liability company formed on May 10, 2011, pursuant to the provisions of the Delaware
Limited Liability Company Act (“Act”).
The Company may engage in any lawful business permitted by the Act, including without
limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing,
and otherwise dealing with real property and healthcare businesses. The term of the Company shall
be perpetual.
ARTICLE I
The principal office of the Company shall be designated from time to time by the Board of
Managers. The Company may have offices in addition to its principal place of business as the
business of the Company may require from time to time.
The registered office of the Company may be, but need not be, identical with the principal
office and the address of the registered office may be changed from time to time by the Board of
Managers.
ARTICLE II
such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the
United States mail in a sealed envelope addressed to the Member at his address as it appears on the
records of the Company, with postage thereon prepaid. Notice of a meeting, either annual or
special, called for the purpose of electing managers shall be delivered not less than two hours
before the meeting.
ARTICLE III
2
3
unless specified therein, the acceptance of such resignation shall not be necessary to make it
effective.
The Board of Managers has delegated to the Chief Executive Officer of the Company, in
accordance with this Operating Agreement, the authority to appoint the Clinical Board. The Board of
Managers has delegated to its officers, in accordance with this Operating Agreement, the authority
to select the CEO and/or Administrator of the facility based upon his education and experience. The
officers, in turn, have appointed the CEO and/or Administrator to manage the day-to-day business
affairs and administration of the Facility. The CEO and/or Administrator reports to the Board of
Managers, while maintaining continuing communication with the Clinical Board and Medical Staff.
The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or
Administrator, the Board of Managers, and the Medical Staff. The primary function of the Clinical
Board shall be to assure that the Facility and its Medical Staff provide quality medical care that
meets the needs of the community. For this purpose, the Board of Managers has delegated to the
Clinical Board the authority to receive and evaluate periodic reports from the Medical Staff and
its officers, to make decisions regarding Medical Staff appointment and Clinical Privileges, to
oversee performance improvement, utilization review, and similar matters regarding the provision of
quality patient care at the Facility, and to establish policies regarding such matters.
The Board of Managers, through its officers and the CEO and/or Administrator, retains
authority for the Facility’s business decisions, including long-range and short-range planning and
budgeting, but may request the advice of the Clinical Board on such matters. The Board of Managers
expressly reserves the right to amend, modify, rescind, clarify, or terminate at any time and
without notice any delegation of authority given to the Clinical Board and, if deemed necessary by
the Board of Managers, to overrule decisions made by the Clinical Board.
4
ARTICLE IV
(a) Record all the proceedings of the meetings of the Members, the Board of Managers,
and any committees in a book or books to be kept for that purpose;
5
(b) Cause all notices to be duly given in accordance with the provisions of this LLC
Agreement and as required by statutes;
(c) Whenever any committee shall be appointed in pursuance of a resolution of the Board
of Managers, furnish the Chairman of such committee with a copy of such resolution;
(d) Be custodian of the records and of the seal of the Company, and cause such seal to
be affixed to all instruments the execution of which on behalf of the Company under its seal
shall have been duly authorized;
(e) See that the lists, books, reports, statements, certificates and other documents
and records required by statute are properly kept and filed;
(f) Have charge of the ownership records of the Company and exhibit such records at all
reasonable times to such persons as are entitled by statute to have access thereto; and
(g) In general, perform all duties incident to the office of the Secretary and such
other duties as are given to him by this LLC Agreement or as from time to time may he
assigned to him by the Board of Managers, the Chairman of the Board or the President.
6
ARTICLE V
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Company shall be signed by such
officer or officers, agent or agents, of the Company and in such manner as shall from time to time
be determined by resolution of the Board of Managers.
ARTICLE VI
Transfers of percentage ownership of the Company shall be made only on the books of the
Company. The person in whose name percentage ownership stands on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company.
ARTICLE VII
The fiscal year of the Company shall begin on the 1st day of January and end on the 31st day
of December of each year, but may be changed by resolution of the Board of Managers.
ARTICLE VIII
Prior to the dissolution of the Company, no Member shall have the right to receive any
distributions of or return of its capital contribution. All distributions and all allocations of
income, gains, losses and credits shall be made in accordance with the percentage ownership of the
Members. The Board of Managers may from time to time declare, and the Company may pay, dividends on
its percentage ownership in the manner and upon the terms and conditions provided by law and its
Certificate of Formation. The Members shall not be required to make any additional contributions of
capital to the Company, although the Members may from time to time agree to make additional
contributions to the Company.
7
ARTICLE IX
The Board of Managers may provide a company seal in such form as the Board of Managers may
prescribe.
ARTICLE X
Whenever any notice whatsoever is required to be given under the provisions of this LLC
Agreement, or under the provisions of the Certificate of Formation, or under the provisions of the
Act, waiver thereof in writing, signed by the person, or persons, entitled to such notice whether
before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
The Company shall indemnify its officers and managers against all reasonable expenses incurred
by them in defending claims or suits, irrespective of the time of occurrence of the claims or
causes of action in such suits, made or brought against them as officers or managers of the
Company, and against all liability in such suits, except in such cases as involve gross negligence
or willful misconduct in the performance of their duties. Such indemnification shall extend to the
payment of judgments against such officers and managers and to reimbursement of amounts paid in
settlement of such claims or actions and may apply to judgments in favor of the Company or amounts
paid in settlement to the Company. Such indemnification shall also extend to the payment of
counsel fees and expenses of such officers and managers in suits against them where successfully
defended by them or where unsuccessfully defended, if there is no finding or judgment that the
claim or action arose from the gross negligence or willful misconduct of such officers or managers.
Such right of indemnification shall not be exclusive of any right to which such officer or manager
may be entitled as a matter of law and shall extend and apply to the estates of deceased officers
or managers.
ARTICLE XII
The Members may alter, amend or rescind this LLC Agreement at any annual or special meeting of
Members at which a quorum is present, by the vote of a majority of the percentage ownership
represented at such meeting, provided that the notice of such meeting shall have included notice of
such proposed amendment. The Board of Managers shall have the power and authority to alter, amend
or rescind the LLC Agreement of the Company at any regular or special meeting at which a quorum is
present by the vote of a majority of the entire Board of Managers, subject always to the power of
the Members to change such action of the managers.
8
Executed and effective this ___ day of __________, 2011.
Xxxxxx Holdings, LLC | ||||||
Sole Member | ||||||
By: Name: |
/s/ D. Xxxxxx Xxxxxxx
|
|||||
Title: | VP & Secretary |
9