EXHIBIT 3.56
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERIPATH, LLC
A DELAWARE LIMITED LIABILITY COMPANY
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERIPATH, LLC
This LIMITED LIABILITY COMPANY AGREEMENT (the "AGREEMENT") of AmeriPath, LLC
(the "COMPANY") is effective as of August 30, 2000.
1. FORMATION OF LIMITED LIABILITY COMPANY. The Company has been
formed as a limited liability company pursuant to the provisions of the Delaware
Limited Liability Company Act, 6 Del. C Section 18-101, ET SEQ., as it may be
amended from time to time, and any successor to such statute (the "ACT"). The
rights and obligations of AmeriPath, Inc., a Delaware corporation (the
"Member"), and the administration and termination of the Company shall be
governed by the Agreement and the Act. The Agreement shall be considered the
"Limited Liability Company Agreement" of the Company within the meaning of
Section 18-101(7) of the Act. To the extent this Agreement is inconsistent in
any respect with the Act, this Agreement shall control.
2. MEMBERS. AmeriPath, Inc., a Delaware corporation, is the sole
Member of the Company.
3. PURPOSE. The Company is formed for the object and purpose of, and
the nature of the business is, engaging in any lawful business or activity
permitted to be engaged in by a limited liability company pursuant to the Act
and engaging in any and all activities necessary, convenient, desirable or
incident to the foregoing.
4. NAME. The name of the Company shall be AMERIPATH, LLC.
5. REGISTERED AGENT AND PRINCIPAL OFFICE. The registered office and
registered agent of the Company in the State of Delaware shall be initially at,
Corporation Trust Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and
shall thereafter be as the managers may designate from time to time. The Company
may have such other offices as the managers may designate from time to time. The
principal business and mailing address of the Company shall be c/o Corporation
Service Company, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
6. TERM OF COMPANY. The Company commenced on the date its
Certificate of Formation first was properly filed with the Secretary of State of
the State of Delaware and shall continue in existence in perpetuity unless its
business and affairs are earlier wound up following dissolution at such time as
this Agreement may specify.
7. MANAGEMENT OF COMPANY.
(a) MANAGERS. All decisions relating to the business, affairs, and
properties of the Company shall be made by the managers. The managers may
appoint a President, one or more Vice Presidents, a Secretary and such other
officers of the Company as the managers may deem necessary or advisable to
manage the day-to-day business affairs of the Company. The
managers shall serve at the pleasure of the Member. The managers and officers
shall have the authority to act on behalf of, bind, and execute and deliver
documents in the name and on behalf of the Company. Such delegation of authority
shall not cause the Member to cease to be a Member.
(b) NUMBER, QUALIFICATIONS AND TERMS. The Company shall have one
manager, but the authorized number of managers may be increased by manager
resolution. Managers need not be residents of the State of Delaware. Each
manager shall hold office for the full term for which such manager is elected,
which term shall be specified in the vote or resolution of the Member or, if not
so specified and in each case, until such manager's successor shall have been
duly elected and qualified or until his or her earlier death or resignation or
removal in accordance with this Agreement.
(c) INITIAL MANAGER. The initial manager shall be Xxxxxx X. Xxxx.
(d) PLACE OF MEETINGS. Meetings of the managers of the Company,
regular or special, may be held either within or without the State of Delaware,
at whatever place is specified by the person or persons calling the meeting. In
the absence of a specific designation, the meetings shall be held at the
principal office of the Company.
(e) REGULAR MEETINGS OF MANAGERS. Regular meetings of the managers
shall be held at such place or places within or without the State of Delaware,
at such hour and on such day as may be fixed by resolution of the managers,
without further notice of such meetings. The time or place of holding regular
meetings of the managers may be changed by the Chairman or the President of the
Company by giving written notice thereof as provided in Section 7(g) hereof.
(f) SPECIAL MEETINGS OF MANAGERS. Special meetings of the managers
shall be held, whenever called by the President or any manager, at such place or
places within or without the State of Delaware as may be stated in the notice of
the meeting.
(g) ATTENDANCE AT AND NOTICE OF MEETINGS. Written notice of the time
and place of, and general nature of the business to be transacted at, all
special meetings of the managers, and written notice of any change in the time
or place of holding the regular meetings of the managers, shall be given to each
manager personally or by mail or by telegraph, telecopier or similar
communication at least ten days before the day of the meeting; provided,
however, that notice of any meeting need not be given to any manager if waived
by him or her in writing, or if he or she shall be present at such meeting.
Participation in a meeting of the managers shall constitute presence in person
at such meeting, except where a person participates in the meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.
(h) QUORUM OF AND ACTION BY MANAGERS. Unless a greater number is
required by law, one manager shall constitute a quorum for the transaction of
business. Except as otherwise provided by law or in this Agreement, all
questions shall be decided by the vote cast by the manager.
(i) MANAGER ACTION WITHOUT A MEETING. Unless otherwise restricted by
this Agreement, any action required or permitted to be taken at a meeting of the
managers may be
2
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by the manager of the Company and filed with the Secretary of
the Company.
(j) MANAGER TELEPHONE MEETINGS. Subject to the provisions required or
permitted by the Delaware Act for notice of meetings, unless otherwise
restricted by this Agreement, the managers may participate in and hold a meeting
of such managers by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 7(j) shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
(k) COMPENSATION OF MANAGERS. Managers shall not be entitled to
receive compensation for their services.
(l) REMOVAL, VACANCIES. The Member may remove any manager of the
Company at any time in its sole discretion. The Member shall appoint a
replacement manager to fill any vacancy.
(m) LIABILITY OF MANAGERS. A manager shall not be liable under any
judgment, decree or order of a court, or in any other manner, for any debt,
obligation or liability of the Company by reason of his acting as a manager of
the Company. A manager of the Company shall not be personally liable to the
Company or the Member for monetary damages for breach of fiduciary duty as a
manager, except for liability for any acts or omissions that involve intentional
misconduct, fraud or a knowing violation of law or for a distribution in
violation of the Delaware Act as a result of the willful or grossly negligent
act or omission of the manager. If the laws of the State of Delaware are amended
after the date of this Agreement to authorize action further eliminating or
limiting the personal liability of managers, then the liability of a manager of
the Company, in addition to the limitation on personal liability provided
herein, shall be limited to the full extent permitted by the amended laws of the
State of Delaware. Any repeal or modification of this Section 7(m) by the Member
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a manager of the Company existing at the time of such
repeal or modification or thereafter arising as a result of acts or omissions
prior to the time of such repeal or modification.
8. INDEMNIFICATION OF OFFICERS AND MANAGERS. The Company shall
indemnify each manager and officer of the Company to the full extent permitted
by Delaware law. The Company shall provide director and officer liability
insurance for each manager and officer of the Company to the extent deemed
appropriate by the Member or as otherwise required by any agreement to which the
Company is a party.
9. CAPITAL CONTRIBUTIONS. The Member shall contribute to the capital
of the Company $1,000.
10. DISSOLUTION AND WINDING UP. The Member shall have the right to
dissolve the Company. The Member may exercise this right by executing a written
instrument of dissolution that provides that the Company's business and affairs
shall be wound up.
3
11. AMENDMENTS. This Agreement may be amended or modified from time
to time only by a written instrument executed by the Member.
12. GOVERNING LAW. The validity and enforceability of this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to otherwise governing principles of conflicts of law.
[SIGNATURE PAGE FOLLOWS]
4
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above written.
MEMBER
AMERIPATH, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President, Secretary and
Treasurer
COMPANY
AMERIPATH, LLC,
a Delaware limited liability company
By: AMERIPATH, INC.
a Delaware corporation
its sole member
By: /s/ Xxxxxx X. Xxxx
---------------------------
Name: Xxxxxx X. Xxxx
Title: Vice President,
Secretary and
Treasurer
