LIMITED LIABILITY COMPANY AGREEMENT OF PUTNAM COMMUNITY MEDICAL CENTER, LLC
Exhibit 3.318
This Limited Liability Company Agreement of Xxxxxx Community Medical Center, LLC,
effective as of April 18, 2000 (this “Agreement”) is entered into by LifePoint Holdings 2, LLC, 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 shall be
Xxxxxx Community Medical Center, 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 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. 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. Mercy
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Chairman and Chief Executive Officer | |
Xxxxx X. Xxxxxxxxx
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President and Chief Operating Officer | |
Xxxxxxx X. Xxxxxxx
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Senior Vice President and Chief Financial Officer | |
Xxxxxxx X. Xxxxxxxxx III
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Senior Vice President, General Counsel and Secretary | |
Xxxxxxx Xxxxxxx
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Vice President and Controller |
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.
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”
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.
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company
Agreement as of the 18th day of April, 2000.
| LIFEPOINT HOLDINGS 2, LLC |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
| Xxxxxxx X. Xxxxxxxxx III Secretary |
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