LIMITED LIABILITY COMPANY AGREEMENT OF CASTLEVIEW MEDICAL, LLC
Exhibit 3.54
This Limited Liability Company Agreement of Castleview Medical, LLC, effective as of February
3, 1999 (this “Agreement”), is entered into by Castleview Merger Corp., 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 Castleview
Medical, 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. Xxxxxxx
|
President | |
Xxxxxxx X. Xxxxxxx
|
Senior Vice President and Treasurer | |
Xxxxxxx X. Xxxxxx
|
Vice President and Secretary | |
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.
2
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. 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.
* * * * * *
3
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement on
the 20th day of April 1999.
| CASTLEVIEW MERGER CORP. |
||||
| By: | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
4
ADDENDUM
Effective as of April 21, 1999 (the “Merger Date”), Castleview Merger Corp. (“Castleview
Merger”) merged with and into Castleview Medical, LLC, a limited liability company of which
Castleview Merger was the sole member (“Castleview Medical”), whereupon HTI Merger Corp., the sole
stockholder of Castleview Merger (“HTI”), became the sole member of Castleview Medical. Attached
hereto is a copy of the Limited Liability Company Agreement of Castleview Medical (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 Merger Date, all references in the Agreement to
Castleview Merger as the sole member (the “Member”) shall be deemed to be references to HTI as the
Member.
IN WITNESS WHEREOF, HTI has executed this Addendum on the 21st day of April, 1999.
| HTI MERGER CORP. |
||||
| By: | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective as of April 22, 1999 (the “Merger Date”), HTI Merger Corp. (“HTI”) merged with and
into Utah Medco, LLC (“Utah Medco”), whereupon Utah Medco became the sole member of Castleview
Medical, LLC, a Delaware limited liability company (“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 Merger Date, all references in the Agreement to HTI as
the sole member (the “Member”) shall be deemed to be references to Utah Medco as the Member.
IN WITNESS WHEREOF, Utah Medco has executed this Addendum on the 22 nd day of
April, 1999.
| UTAH MEDCO, LLC |
||||
| By | /s/ Xxxx X. Xxxxxx XX | |||
| Xxxx X. Xxxxxx XX | ||||
| Vice President | ||||
ADDENDUM
Effective as of May 4, 1999 (the “Effective Date”), Utah Medco, LLC (“Utah Medco”) assigned,
transferred and conveyed its 100% limited liability company interest in Castleview Medical, LLC, a
Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The Hospital Company
(“Healthtrust”), whereupon Healthtrust 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 Utah
Medco as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the
Member.
IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 4th day of May,
1999.
| HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Manager | ||||
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
Castleview Medical, 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 Castleview
Medical, 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 | ||||
