Amended and Restated Operating Agreement of Clinch Valley Urololgy, LLC
Exhibit 3.66
This Amended and Restated Operating Agreement of Clinch Valley Urology, LLC, effective as of
July 1, 2006 (this “Agreement”) is entered into by LifePoint VA Holdings, Inc., as the sole member
(the “Member”).
WHEREAS, the Member desires to amend and restate the original Operating Agreement; and
NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as
follows:
1. Name. The name of the limited liability company shall be Clinch Valley Pulmonology,
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 Virginia Limited Liability Company Act (“Act”)
and 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 Virginia is 0000 Xxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxxx, 00000-0000.
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 Virginia is C T Corporation System, 0000 Xxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxxx, 00000-0000.
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
Virginia. 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:
Xxxx X. Xxxx, President
Xxxxxxx X. Xxxxxxx, Chief Financial Officer
Xxxxxxx X. Xxxxxx, Chief Operations Officer
R. Xxxxx Xxxxxx, Senior Vice President
Xxxx X. Xxxxxx, Senior Vice President
Xxxxxx Xxxxxxx, Vice President
W. Xxxx Xxxxxx, Vice President
Xxxxxxxxxxx X. Xxxxx, Vice President
Xxxx Xxx X. Xxxxx, Secretary
Xxxxxxx X. Xxxxxxx, Chief Financial Officer
Xxxxxxx X. Xxxxxx, Chief Operations Officer
R. Xxxxx Xxxxxx, Senior Vice President
Xxxx X. Xxxxxx, Senior Vice President
Xxxxxx Xxxxxxx, Vice President
W. Xxxx Xxxxxx, Vice President
Xxxxxxxxxxx X. Xxxxx, Vice President
Xxxx Xxx X. Xxxxx, Secretary
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 the provisions 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.
15. Certificates of Interest. Interest in the Company shall be represented by
certificate(s) issued by the Company, shall be deemed “securities” pursuant to the provisions of
the Act.
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 Virginia.
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as
of July 1, 2006.
Lifepoint
VA Holdings, INC. |
||||
By: | /s/ Xxxx Xxx X. Xxxxx | |||
Xxxx Xxx X. Xxxxx | ||||
Secretary | ||||