LIMITED LIABILITY COMPANY AGREEMENT OF AMG — HILLSIDE, LLC
Exhibit 3.10
This Limited Liability Company Agreement of AMG — Hillside, LLC, effective as of December 15,
1998 (this “Agreement”), is entered into by Columbia Medical Group — Hillside, Inc. as the sole
member (the “Member”).
WHEREAS, the Member desires to form a limited liability company under and subject to the laws
of the State of Delaware for the purpose described below; and
WHEREAS, the Member desires to enter into this Agreement to define formally and express the
terms of such limited liability company and its rights and obligations with respect thereto.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the Member hereby forms a limited liability company pursuant
to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101,
et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is AMG — Hillside,
LLC (the “Company”).
2. Purpose. The Company is formed for 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 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 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. Xxxx
X. Xxxxxx XX is hereby designated as an authorized person, within the meaning of the Act, to
execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or
restatements thereof) and any other certificates (and any amendments and/or restatements thereof)
necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish
to conduct business. 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 |
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.
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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. Amendment. This Agreement may be amended from time to time with the consent of the
Member.
16. 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 Limited Liability Company Agreement on
the 30th day of December, 1998, but effective as of the 15th day of December, 1998.
| COLUMBIA MEDICAL GROUP — HILLSIDE, INC. |
||||
| By: | /s/ R. Xxxxxx Xxxxxxx | |||
| Name: | R. Xxxxxx Xxxxxxx | |||
| Title: | Vice President | |||
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Amendment No. 1 to Limited Liability Company Agreement of AMG — Hillside, LLC, effective as of
April 15, 2005 (this “Amendment”), is entered into by LifePoint Medical Group — Hillside,
Inc., as the sole member of the Company as defined below (the “Member”).
WHEREAS, AMG — Hillside, LLC, (the “Company”) was formed as a Delaware limited
liability company on December 15, 1998;
WHEREAS, the Member entered into the Limited Liability Company Agreement of the Company
effective as of December 30, 1998 (the “LLC
Agreement”); and
WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the
LLC Agreement as more fully described herein;
NOW, THEREFORE, the LLC Agreement is hereby amended as follows:
1. The LLC Agreement shall be amended by adding new Section 17 thereto, which shall read as
follows:
“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.”
2. This Amendment shall be governed by, and construed in accordance with, the laws of the
State of Delaware.
3.
Except as amended hereby, the LLC Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above
written.
| LIFEPOINT MEDICAL GROUP - HILLSIDE, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
| Name: | Xxxxxxx X. Xxxxxxxxx III | |||
| Title: | Executive Vice President and Secretary | |||
Signature Page to Amendment No. 1
to LLC Agreement of AMG — Hillside, LLC
to LLC Agreement of AMG — Hillside, LLC
