First Amendment to the Limited Liability Company Agreement of Aurora Diagnostics, LLC A Delaware Limited Liability Company
Exhibit 3.7
Execution Version
A Delaware Limited Liability Company
This
First Amendment to the Limited Liability Company Agreement of Aurora
Diagnostics, LLC (this “First Amendment”) is effective as of June 12, 2009. Unless
otherwise indicated, capitalized words and phrases used in this First Amendment shall have
the meanings assigned to such terms in the Limited Liability Company (the “LLC Agreement”)
of Aurora Diagnostics, LLC, a Delaware limited liability company (the “Company”).
Recitals:
Section 14 of the LLC Agreement provides, in part, that the terms and provisions of
the LLC Agreement may be modified or amended with the written consent of the Initial Member
and the Initial Member has determined that it is in the best interests of the Company to
amend the LLC Agreement as set forth in this First Amendment.
Now, Therefore, the LLC Agreement is hereby amended as follows:
1. Amendment to Section 7. Section 7 of the LLC Agreement is hereby
amended by deleting such Section in its entirety and inserting in lieu thereof the
following:
“7. Managers: Board of Managers.
(i) Management by the Managers. Except for cases in which
the approval of the Members is required by this Agreement, the powers of
the Company shall be exercised by or under the authority of, and the
business and affairs of the Company shall be managed under the direction
of, the Board and the Board shall make all decisions and take all actions
for the Company not otherwise provided for in this Agreement.
(ii) Board Composition and Election. At any time, and from
time to time, the Board shall consist of the same individuals and the
same number of Managers as the board of managers of the Initial Member
(the “Holdings Board”) at such time. Upon any individual becoming
a member of the Holdings Board, such individual shall automatically, and
without further action by any party, become a Manager on the Board of the
Company, and he or she shall serve as such until such time as he or she
no longer serves on the Holdings Board. The Managers shall have the same
voting power with respect to matters before the Board as the Managers
have with respect to matters before the Holdings Board, as set forth in
Section 5.3 of the Amended and Restated Limited Liability Agreement of
the Initial Member, as amended from time to time.
(iii) Resignation. Any Manager may resign at any time. Such
resignation shall be made in writing and shall take effect at the time
specified therein, or if no time is specified, at the time of its receipt
by the Board. The acceptance of a resignation shall not be necessary to
make it effective, unless expressly so provided in the resignation.
(iv) Board Meetings. Any determination or action required or permitted to be
taken by the Board may be taken at a meeting at which a quorum is present by the Managers
holding a majority of the votes held by all Managers then in office (through meetings of the
Board pursuant to this Section 7(iv)). Those Managers holding a majority of the votes
held by all Managers then in office shall constitute a quorum sufficient for conducting
meetings and making decisions. Regular meetings of the Board may be held on such date and at
such time and at such place as shall from time to time be determined by the Board. Special
meetings of the Board may be called from time to time by any two (2) Managers acting
together. Notice of each special meeting of the Board stating the date, place and time of
such meeting shall be delivered to each Manager by hand, telephone, telecopy, overnight
courier or the U.S. mail at least forty- eight (48) hours prior to any meeting of the Board.
Notice may be waived before or after a meeting or by attendance without protest at such
meeting. Any action to be taken by the Board may be taken at a meeting of the Board or by a
written consent executed by all of the Managers then in office. Managers may participate in a
meeting of the Board by means of telephone conference or similar communications equipment by
which all Persons participating in the meeting can communicate with each other, and such
participation in a meeting shall constitute presence in person at the meeting. Any Manager
unable to attend a meeting of the Board may designate another Manager as his or her proxy.
The Board may adopt such other procedures governing meetings and the conduct of business at
such meetings as it shall deem appropriate.
(v) Officers. The Board may, from time to time, designate one or more persons to
be officers of the Company. No officer need be a resident of the State of Delaware, a Member
or a Manager. Any officers so designated shall have such authority and perform such duties as
the Board may, from time to time, delegate to them. The Board may assign titles to particular
officers. Unless the Board otherwise decides, if the title is one commonly used for officers
of a business corporation formed, the assignment of such title shall constitute the
delegation to such officer of the authority and duties that are normally associated with that
office. Each officer shall hold office until such officer’s successor shall be duly
designated and shall qualify or until such officer’s earlier death, resignation or removal.
Any number of offices may be held by the same individual. The salaries or other compensation,
if any, of the officers and agents of the Company shall be fixed from time to time by the
Board.”
2. General Provisions.
(a) On and after the date hereof, each reference in the LLC Agreement to “this Agreement”,
“hereunder”, “hereof, “herein” or words of like import referring to the LLC Agreement shall mean
and be a reference to the LLC Agreement as amended by this First Amendment.
(b) This First Amendment shall be governed by and construed in accordance with the laws of the
State of Delaware, regardless of the laws that might otherwise govern under applicable principles
of conflicts of law thereof.
(d) The LLC Agreement as amended, this First Amendment, and the documents and instruments and
other agreements among the parties hereto as expressly referred to therein constitute the entire
agreement among the parties with respect to the subject matter hereof and supersede all prior
agreements and understandings, both written and oral, among the parties with respect to the subject
matter hereof.
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