LIMITED LIABILITY COMPANY AGREEMENT OF WHMC, LLC
EXHIBIT 3.340
OF
WHMC, LLC
This Limited Liability Company Agreement of WHMC, LLC, effective as of November 9, 1998 (this
“Agreement”), is entered into by Columbia-SDH Holdings, Inc., 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 WHMC, 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 is set forth in 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.
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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 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 of Transfer. The Member may assign or transfer in whole but not in part its limited
liability company interest to a single acquirer.
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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.
*****
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the
26 day of April, 1999.
COLUMBIA-SDH HOLDINGS, INC.
By: /s/ R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
Vice President
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SCHEDULE A
| Member and Business Address |
Capital Contribution | Limited Liability Company Interest |
||
Columbia-SDH
Holdings, Inc. Xxx Xxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx 00000 Attn: Xxxx X. Xxxxxx XX |
$1.00 | 100% |
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ADDENDUM
Effective as of May 6, 1999 (the “Effective Date”), Columbia-SDH Holdings, Inc (“SDH”) assigned,
transferred and conveyed its 100% limited liability company interest in WHMC, 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 SDH 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 6th day of May, 1999.
HEALTHTRUST, INC. — THE HOSPITAL COMPANY
/s/ R. Xxxxxx Xxxxxxx
Vice President
Vice President
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Healthtrust — The Hospital Company
(“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in
WHMC, LLC. a Delaware limited liability company (“LLC”), to Triad Hospitals, Inc. (“Triad Inc.”),
whereupon Triad 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 Triad Inc. as the
Member.
IN WITNESS WHEREOF, Triad Inc. has executed this Addendum on the 11th day of May, 1999.
TRIAD HOSPITALS, INC.
/s/ R. Xxxxxx Xxxxxxx
Vice President
Vice President
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Triad Hospitals, Inc, (“Triad Inc.”) assigned,
transferred and conveyed its 100% limited liability company interest in WHMC, LLC, a Delaware
limited liability company (“LLC”), to Triad 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 do 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 Triad
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.
TRIAD HOSPITALS HOLDINGS, INC.
/s/ R. Xxxxxx Xxxxxxx
Vice President
Vice President
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Triad Hospitals Holdings, Inc. (“Holdings
Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in WHMC, LLC,
a Delaware limited liability company (“LLC”), to Triad Holdings II, LLC (“Holdings II”), whereupon
Holdings II 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 Holdings
Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings II as the
Member.
IN WITNESS WHEREOF; Holdings II has executed this Addendum on the 11th day of May, 1999.
TRIAD HOLDINGS II, LLC
/s/ R. Xxxxxx Xxxxxxx
Vice President
Vice President
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Triad Holdings II, LLC (“Holdings II)
assigned, transferred and conveyed its 100% limited liability company interest in WHMC, LLC, a
Delaware limited liability company (“LLC”), to Triad Holdings III, Inc. (“Holdings III”), whereupon
Holdings III 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 Holdings
H as the sole member (the “Member’) shall be deemed to be references to Holdings III as the Member.
IN WITNESS WHEREOF, Holdings III has executed this Addendum on the 11th day of May, 1999.
TRIAD HOLDINGS III, INC.
/s/ R. Xxxxxx Xxxxxxx
Vice President
Vice President
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