Exhibit 3.218
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
CARMEL HILLS HEALTHCARE AND REHABILITATION CENTER, LLC
A DELAWARE LIMITED LIABILITY COMPANY
This Limited Liability Company Operating Agreement (together with the exhibits
attached hereto, this "Agreement") of Carmel Hills Healthcare and Rehabilitation
Center, LLC (the "LLC"), is entered into by Summit Care Corporation, as the sole
equity member (the "Member"), effective as of January 13, 2006 (the "Effective
Date").
The Member, by execution of this Agreement, hereby forms the LLC as a limited
liability company pursuant to, and in accordance with, the Delaware Limited
Liability Company Act, 6 Del. C. Section 18-101, et seq. (the "Act"), and, in
connection therewith, hereby agrees as follows:
ARTICLE I - ORGANIZATIONAL AND OTHER MATTERS
Section 1.01 Name. The name of the LLC is Carmel Hills Healthcare and
Rehabilitation Center, LLC (the "LLC").
Section 1.02 Principal Business Office. The principal business office of the LLC
shall be located at 00000 Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx Xxxxx, Xxxxxxxxxx
00000 or such other location as may hereafter be determined by the Member.
Section 1.03 Registered Office. The address of the registered office of the LLC
in the State of Delaware is c/o National Registered Agents, Inc., 000 Xxxxxxxxx
Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000.
Section 1.04 Registered Agent. The name and address of the registered agent of
the LLC for service of process on the LLC in the State of Delaware is National
Registered Agents, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx 00000.
Section 1.05 Term. The LLC shall have a perpetual existence.
Section 1.06 Certificate of Formation. The LLC was formed as a limited liability
company under the Act by the filing of a Certificate of Formation by Xxxxx
XxxXxxx, as an authorized person, with the Secretary of State of the State of
Delaware on January 13, 2006, as the same may be amended, restated or
supplemented from time to time. Upon the filing of the Certificate of Formation
with the Secretary of State of the State of Delaware, her powers as an
"authorized person" ceased, and the Member thereupon became the designated
"authorized person" and shall continue as the designated "authorized person"
within the meaning of the Act. The Member or an Officer shall execute, deliver
and file any other certificates (and any amendments, supplements and/or
restatements thereof) necessary for the LLC to qualify to do business in the
state of California and in any jurisdiction in which the LLC may wish to conduct
business. The existence of the LLC as a separate legal entity shall continue
until cancellation of the Certificate of Formation as provided in the Act.
ARTICLE II - PURPOSE
Section 2.01 Purpose. The purpose to be conducted or promoted by the LLC is to
engage in the following activities:
(a) managing and operating the health care facility located on the real
property described on Exhibit A attached hereto and incorporated herein by this
reference, including leasing such real property (the "Facility Operations"); and
(b) engaging in any lawful act or activity and exercising any powers
permitted to limited liability companies organized under the laws of the State
of Delaware.
ARTICLE III - BOARD OF MANAGERS
Section 3.01 Board of Managers. Pursuant to Section 18-402 of the Act, and to
the extent specifically set forth in this Agreement, certain activities of the
LLC shall be managed through a Board of Managers (the "Board of Managers"). The
Board of Managers shall have the following characteristics:
(a) the Board of Managers shall be composed of no less than three
individuals (each, a "Manager").
(b) the initial Managers shall be as set forth on Exhibit B attached hereto
and incorporated herein by this reference;
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(c) all actions of the Board of Managers shall require a majority vote of
the quorum of the Managers; provided, however, that the Board of Managers may
delegate the day-to-day management of the LLC to an individual(s) or entity
which may or may not be a Manager;
(d) the Board of Managers shall meet at such times as may be necessary for
the business of the LLC upon at least five business days' prior written notice
of the time, place and purpose of the meeting given by any two Managers.
Meetings of the Board of Managers may be in person or by conference telephone or
other similar communications system, and actions of the Board of Managers may be
by written consent (in which case, no notice shall be required), which written
consents, except as otherwise expressly required in this Agreement, shall be
effective if signed in one or more counterparts by a majority of the Managers.
The presence of two Managers, in person or by proxy, shall constitute a quorum.
Each Manager has the right to one vote. Each Manager not only has the right to
his own vote, but may vote by proxy for one other Manager;
(e) the Member may remove any Manager for any reason or no reason by
executing a certificate setting forth the Manager being removed and the
replacement Manager;
(f) in the event there exists a vacancy on the Board of Managers, the
Member shall, as soon as reasonably practicable, execute a certificate setting
forth a replacement Manager; and
(g) the debts, obligations and liabilities of the LLC, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the LLC, and no Manager shall be obligated for any such debt,
obligation or liability of the LLC solely by reason of its acting as a Manager
of the LLC.
ARTICLE IV - MEMBER
Section 4.01 Member. Simultaneously with the execution and delivery of this
Agreement, the following Person is admitted as the sole equity member of the LLC
(the "Member") and shall hold all Membership Interests (as defined in Section
4.02 below) effective as of the date of this Agreement. The name and address of
the Member is as follows:
Name and Address
Summit Care Corporation
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Legal Department
Section 4.02 Unit Certificates. The limited liability company interests of the
LLC shall consist of 100 units (the "Membership Interests"), which shall be
evidenced by a unit certificate issued to the Member (the "Unit Certificate").
The Member hereby irrevocably elects that all Membership Interests in the LLC
shall be securities governed by Article 8 of the Uniform Commercial Code as in
effect in the State of Delaware and each other applicable jurisdiction. The Unit
Certificate shall bear the following legend:
"This certificate evidences a membership interest in Carmel Hills
Healthcare and Rehabilitation Center, LLC and shall be a security governed
by Article 8 of the Uniform Commercial Code as in effect in the State of
Delaware and, to the extent permitted by applicable law, Article 8 of the
Uniform Commercial Code of each other applicable jurisdiction."
"THIS CERTIFICATE AND THE MEMBERSHIP INTEREST EVIDENCED HEREBY ARE NOT
NEGOTIABLE AND ARE NOT TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE TRANSFER
RESTRICTIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT. The Limited
Liability Company maintains books for the purpose of registering transfers.
This Certificate has not been and will not be registered under the
Securities Act of 1933 or under the securities or blue sky laws of any
state. The holder of this Certificate, by its acceptance hereof, represents
that it is acquiring this security for investment and not with a view to
any sale or distribution hereof."
This provision shall not be amended, and any purported amendment to this
provision, shall be null and void.
Section 4.03 Powers. The Member shall have the right and authority to take all
actions (i) specifically enumerated in this Agreement or (ii) which such Member
otherwise deems necessary, useful or appropriate for the day-to-day management
and conduct of the LLC's business and which are not otherwise specifically
reserved to the Managers.
Section 4.04 Liability. The Member shall not have any liability for the
obligations of the LLC except to the extent provided herein. Except as required
by the Act, the debts, obligations and liabilities of the LLC, whether arising
in contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the LLC, and the Member shall not be obligated for any such debt,
obligation or liability of the LLC solely by reason of its status as the Member
of the LLC.
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Section 4.05 Allocations and Distributions. The LLC's profits and losses shall
be allocated to the Member. At the time determined by a majority of the
Managers, the Managers may cause the LLC to distribute to the Member any cash
held by it which is neither reasonably necessary for the operation of the LLC
nor the performance of its contractual obligations, nor which is in violation of
Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the
LLC.
ARTICLE V - OFFICERS
Section 5.01 Officers. The day-to-day operation of the business of the LLC shall
be managed by officers (the "Officers") to the extent specifically set forth in
this Agreement and under the direction of the Member and the Board of Managers.
The Officers shall:
(a) be comprised minimally of a President, Chief Financial Officer, Vice
President, and Secretary;
(b) be selected by the Member;
(c) be allowed to serve on the Board of Managers;
(d) serve so long as the Member desires or until their resignation, death
or incapacitation; and
(e) meet at such times as may be necessary for the business of the LLC.
Section 5.02 Initial Officers. The initial Officers shall take office upon the
execution of this Agreement by the Member and shall be:
Xxxx Xxxxx Chief Executive Officer and President
Xxxxx Parades Senior Vice President of Operations
Xxxx Xxxx Chief Financial Officer and Treasurer
Xxxxxx Xxxx Chief Administrative Officer and Secretary
Section 5.03 Chief Executive Officer and President. The Chief Executive Officer
and President (the "President") shall, under the direction of the Member and
Board of Managers, perform all duties incident to the office of President, have
general charge of the business, affairs and property of the LLC and general
supervision over the other Officers and any of the LLC's employees and agents
and see that all orders and resolutions of the LLC are carried into effect, and
discharge such duties as may be assigned to him or her by the Board of Managers
or the Member.
Section 5.04 Senior Vice President of Operations. The Senior Vice President of
Operations shall, under the direction of the Member and Board of Managers,
perform all duties incident to the office of Senior Vice President of Operations
and shall have such powers and discharge such duties as may be assigned to him
or her, from time to time, by the other Officers, Board of Managers or the
Member.
Section 5.05 Chief Financial Officer and Treasurer. The Chief Financial Officer
and Treasurer (the "Treasurer") shall, under the direction of the Member and
Board of Managers, perform all duties incident to the office of Treasurer and
shall have such powers and discharge such duties as may be assigned to him or
her, from time to time, by the other Officers, Board of Managers or the Member.
Section 5.06 Chief Administrative Officer and Secretary. The Chief
Administrative Officer and Secretary (the "Secretary") shall, under the
direction of the Member and Board of Managers, perform all duties incident to
the office of Secretary and shall have such powers and discharge such duties as
may be assigned to him or her, from time to time, by the other Officers, the
Member or the Board of Managers. The Secretary shall:
(a) record all the actions taken by the Member, Officers and the Board of
Managers in a book to be kept for that purpose;
(b) if required, cause notices to be duly given in accordance with the
provisions of the Agreement and as required by statute;
(c) be custodian of the records; and
(d) see that all of the books, reports, statements, certificates and all
other documents and records required to be kept by statute or this Agreement are
properly filed and kept.
ARTICLE VI - INDEMNIFICATION
The LLC shall indemnify and hold harmless (i) the Member, (ii) any affiliate of
the Member, and (iii) any officer, director, employee, or agent of the LLC, the
Member or any of its affiliates, (each, an "Indemnitee"), from and against any
claim, loss, damage, liability, or reasonable expense (including reasonable
attorneys' fees, court costs, and costs
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of investigation and appeal) suffered or incurred by any such Indemnitee by
reason of, or arising from, the operations, business, or affairs of, or any
action taken or failure to act on behalf of, the LLC.
ARTICLE VII - MISCELLANEOUS
Section 7.01 Assignments; Additions; Transfers; Dissolution
(a) Assignments. The Member may, with prior written notice to the LLC and
in compliance with applicable laws, sell assign or convey its Membership
Interests at any time without the consent of the Managers. If the Member
transfers all of its Membership Interests pursuant to this Section 7.01(a), the
transferee shall be admitted to the LLC as a member of the LLC upon its
execution of an instrument signifying its agreement to be bound by the terms and
conditions of this Agreement, which instrument may be a counterpart signature
page to this Agreement. Such admission shall be deemed effective immediately
prior to the transfer and, immediately following such admission, the transferor
Member shall cease to be a member of the LLC. Any successor to a Member by
merger or consolidation shall, without further act, be the Member hereunder, and
such merger or consolidation shall not constitute an assignment for purposes of
this Agreement and the LLC shall continue without dissolution.
(b) Resignation. If the Member resigns pursuant to this Section 7.01(b), an
additional member of the LLC may be admitted to the LLC, subject to Sections
7.01(c), upon its execution of an instrument signifying its agreement to be
bound by the terms and conditions of this Agreement, which instrument may be a
counterpart signature page to this Agreement. Such admission shall be deemed
effective immediately prior to the resignation and, immediately following such
admission, the resigning Member shall cease to be a member of the LLC.
(c) Admission of Additional Members. One or more additional members of the
LLC may be admitted to the LLC with the written consent of the Member.
(d) Dissolution. The LLC shall be dissolved, and its affairs shall be wound
up upon the first to occur of the following: (i) the termination of the legal
existence of the last remaining member of the LLC or the occurrence of any other
event which terminates the continued membership of the last remaining member of
the LLC in the LLC unless the LLC is continued without dissolution in a manner
permitted by this Agreement or the Act or (ii) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
Section 7.02 Amendments. Subject to the provisions set forth herein, this
Agreement may be modified, altered, supplemented or amended pursuant to a
written agreement executed and delivered by the Member or any successor Member.
Section 7.03 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without regard to
principles of conflicts of laws).
Section 7.04 Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.
Section 7.05 Counterparts. This Agreement may be executed in any number of
identical counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Section 7.06 Facsimile Signatures. This Agreement maybe executed by facsimile
transmission and such facsimile will be valid and binding to the same extent as
if it were an original.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Member has executed this Agreement effective as of
the Effective Date.
MEMBER:
Summit Care Corporation, a California
corporation
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx, Secretary
S-1
EXHIBIT A
DESCRIPTION OF PROPERTY
PROPERTY NAME ADDRESS
------------- -------
Carmel Hills Healthcare and 000 Xxxx Xxxxxx
Xxxxxxxxxxxxxx Xxxxxx, XXX Xxxxxxxxxxxx, Xxxxxxxx 00000
A-1
EXHIBIT B
INITIAL MANAGERS
Xxxx Xxxxx
Xxxx Xxxx
Xxxxxx Xxxx
B-1
