AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RIVERTON MEMORIAL HOSPITAL, LLC
Exhibit 3.336
This Amended and Restated Limited Liability Company Agreement of Riverton Memorial Hospital,
LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the
“Member”).
WHEREAS, the Member desires to form Limited Liability Company Agreement of Riverton Memorial
Hospital, LLC, effective as of November 9, 1998.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the Member hereby agrees as follows:
1. Name. The name of the limited liability company shall be Riverton
Memorial Hospital, LLC (the “Company”).
2. Purpose. The object and purpose of, and the nature of the business to be
conducted and promoted by the Company is carrying on any lawful business, purpose or activity
for which limited liability companies may be formed under the Delaware Limited Liability
Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the
“Act”) engaging
in any and all activities necessary or incidental to the foregoing.
3. Registered Office. The address of the registered office of the Company in
the State of Delaware is 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the
Company for service of process on the Company in the State of Delaware is Corporation Service
Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. Member and Capital Contribution. The name and the business address of
the Member and the amount of cash or other property contributed or to be contributed by the
Member to the capital of the Company are set forth on Schedule A attached hereto and shall be
listed on the books and records of the Company. The managers of the Company shall be
required to update the books and records, and the aforementioned Schedule, from time to time
as necessary to accurately reflect the information therein.
The Member shall not be required to make any additional contributions of capital to the
Company, although the Member may from time to time agree to make additional capital contributions
to the Company.
6. Powers. The business and affairs of the Company shall be managed by the
Member. The Member shall have the power to do any and all acts necessary or convenient to or
for the furtherance of the purposes described herein, including all powers, statutory or
otherwise,
possessed by members of a limited liability company under the laws of the State of Delaware.
The Member hereby designates the following persons to serve as managers in the capacity set
forth after their names, each until such person’s successor shall have been duly appointed or
until such person’s earlier resignation or removal:
Xxxxx X. Xxxxxxxxx, Xx.
|
President and Secretary | |
Xxxxx X. Mercy
|
Chief Executive Officer | |
Xxxx X. Xxxxxx XX
|
Vice President | |
Xxxxxx Xxx Xxxxxx, Xx.
|
Vice President | |
R. Xxxxxx Xxxxxxx
|
Vice President |
The managers of the Company shall have such authority and perform such duties in the
management of the Company as may be determined by the Member or as provided herein or under the
Act to one or more managers.
7. Dissolution. The Company shall dissolve, and its affairs shall be wound
up, upon the first to occur of the following: (a) the written consent of the Member or (b) the
entry of a decree of judicial dissolution under Section 18-802 of the Act.
8. Allocation of Profits and Losses. The Company’s profits and losses shall
be allocated to the Member.
9. Distributions. Distributions shall be made to the Member at the times and
in the aggregate amounts determined by the Member.
10. Resignation. The Member shall not resign from the Company (other than
pursuant to a transfer of the Member’s entire limited liability company interest in the
Company to
a single substitute member, including pursuant to a merger agreement that provides for a
substitute member pursuant to the terms of this Agreement) prior to the dissolution and
winding
up of the Company.
11. Assignment and Transfer. The Member may assign or transfer in whole
but not in part its limited liability company interest to a single
acquiror.
12. Admission of Substitute Member. A person who acquires the Member’s
entire limited liability company interest by transfer or assignment shall be admitted to the
Company as a member upon the execution of this Agreement or a counterpart of this Agreement
and thereupon shall become the “Member” for purposes of this Agreement.
13. Liability of Member and Managers. Neither the Member nor any manager
shall have any liability for the obligations or liabilities of the Company except to the
extent
provided herein or in the Act.
14. Indemnification. The Company shall indemnify and hold harmless each
manager and the Member and its partners, shareholders, officers, directors, managers,
employees, agents and representatives and the partners, shareholders, officers, directors,
managers, employees, agents and representatives of such persons to the fullest extent
permitted
by the Act.
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15. Certificate(s) of Interest. Interest in the Company shall be represented by
certificate(s) issued by the Company, shall be deemed “securities” within the meaning of
Section
8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article
8 of the Uniform Commercial Code.
16. Amendment. This Agreement may be amended from time to time with the
consent of the Member.
17. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
******
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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited
Liability Company Agreement on the 29th day of April, 1999.
| HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
||||
| By: | /s/ Xxxx X. Xxxxxx XX | |||
| Xxxx X. Xxxxxx XX | ||||
| Vice President | ||||
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital
Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company
interest in Riverton Memorial Hospital, LLC, a Delaware limited liability company (“LLC”), to
LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of
LLC. Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement,
and further agrees that, from and after the Effective Date, all references in the Agreement to
Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as
the Member.
IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11th day of
May, 1999.
| LIFEPOINT HOSPITALS, INC |
||||
| By: | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint
Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Riverton
Memorial Hospital, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals
Holdings, Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached
hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement,
and further agrees that, from and after the Effective Date, all references in the Agreement to
LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc.
as the Member.
IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11th
day of May, 1999.
| LIFEPOINT HOSPITALS HOLDINGS, INC. |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
