LIMITED LIABILITY COMPANY AGREEMENT OF PROVIDACARE, L.L.C.
Exhibit 3.204
LIMITED LIABILITY COMPANY AGREEMENT
OF
PROVIDACARE, L.L.C.
This Limited Liability Company Operating Agreement dated as of February , 2005 (this “Agreement”) of Providacare, L.L.C. (the “Company”) is made and entered into by American Medical Pathways, Inc., as the 100% member of the Company (the “Member”).
The Member, by the filing of the articles of organization with the Texas Secretary of State, has formed a limited liability company pursuant to and in accordance with the Texas Limited Liability Company Act, Part Three (as amended from time to time, the “Act”), and hereby agrees as follows:
ARTICLE I
This Agreement is subject to, and governed by, the Act and the Certificate. In the event of a conflict between the provisions of this Agreement and the mandatory provisions of the Act or the provisions of the Certificate, such provisions of the Act or the Certificate, as the case may be, will be controlling.
“Affiliate” means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person.
“Capital Contribution” means the total value of cash and agreed gross fair market value of property contributed and agreed to be contributed to the Company by the Member, as shown on Exhibit A, as the same may be amended from time to time. Additional Capital Contributions may be made by the Member.
“Code” means the Internal Revenue Code of 1986, as amended. All references herein to sections of the Code shall include any corresponding provision or provisions of succeeding law.
“Control” (including the terms “Controlling” and “Controlled by”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.
“Distribution” means any distribution of cash or other property made by the Company to the Member. None of (i) the repayment of any loan made by the Member to the Company, (ii) any payment of fees to the Member, or (iii) any reimbursement of disbursements shall be considered a Distribution hereunder.
“Initial Capital Contribution” means the initial contribution by the Member to the capital of the Company pursuant to this Agreement, as reflected on Exhibit A hereto.
“Membership Interest” in the Company means the entire ownership interest of the Member in the Company at any particular time, including the Member’s interest in the capital, profits and losses of the Company and the right of the Member to any and all benefits to which the Member may be entitled as provided in this Agreement and under the Act (including the right to receive distributions hereunder), together with the obligations of the Member to comply with all of the terms and provisions of this Agreement and under the Act.
“Person” means an individual, partnership, corporation (including a business trust), joint stock company, limited liability company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.
Section 1.4. Company Purposes. The purposes of the Company are to engage in any activity permitted to limited liability companies under the laws of the State of Texas.
ARTICLE II
Section 2.1. Name, Address and Initial Capital Contribution; Principal Office.
(a) The Member, its Initial Capital Contribution to the Company, its taxpayer identification number and its address are set forth on Exhibit A.
(b)The principal office of the Company shall be located at the address set forth on Exhibit A for the Member, or as the Member may otherwise determine.
(c)The registered agent for the service of process and the registered office in the State of Texas shall be that Person and location reflected in the Certificate. The Member may, from time to time, change the registered agent or office through appropriate filing with the Secretary of State of the State of Texas. In the event the registered agent ceases to act as such for any reason or the registered office shall change, the Member shall promptly designate a replacement registered agent or file a notice of change of address, as the case may be.
Section 2.6. Capital and Capital Account.
III No interest shall be paid on any Capital Contribution.
IVA capital account (the “Capital Account”) shall be established and maintained on behalf of the Member.
(a) The Member shall not receive out of Company property any part of its Capital Contributions until all liabilities of the Company, except liabilities to the Member on account of its Capital Contributions, have been paid or there remains property of the Company sufficient to pay them.
ARTICLE V
Management and Control of Business
Section 5.3. Duties of Parties.
(a) The Member shall devote such time to the business and affairs of the Company as is necessary to carry out the Member’s duties set forth in this Agreement.
(b) Nothing in this Agreement shall be deemed to restrict in any way the rights of the Member, or any Affiliate of the Member, to conduct any other business or activity whatsoever, and neither the Member nor any Affiliate of the Member shall be accountable to the Company with respect to such other business or activity even if such other business or activity competes with the Company’s business.
(c)The Member understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with the Member and its Affiliates. In any of those cases, those dealings and undertakings shall be at arm’s length and on commercially reasonable terms, as determined in the business judgment of the Member.
Section 5.4. Liability and Indemnification.
(a) The Member shall not be liable, responsible or accountable, in damages or otherwise, to the Company for any act performed by the Member with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement.
(b) The Company shall indemnify the Member for any act performed by the Member with respect to Company matters, except for fraud, gross negligence or an intentional breach of this Agreement by the Member.
ARTICLE VI
Treasury Regulation Sections 301.7701-2(c)(2)(i) and 301.7701-3(b)(ii) and shall not make any elections for federal income tax purposes inconsistent therewith.
(a) the Capital Account of the Member and the Membership Interest of the Member;
(b) a current list of the full name and last known business or mailing address of the Member;
(c) a copy of the Certificate of the Company and all amendments thereto; and
(d)copies of the Company’s currently effective written operating agreement, copies of any writings permitted or required with respect to the Member’s obligation to contribute cash, property or services to the Company, and copies of any financial statements of the Company for the three most recent fiscal years.
ARTICLE VII
Allocations; Distributions and Interests
ARTICLE VIII
ARTICLE IX
Section 9.1. Events of Dissolution. The Company shall be dissolved in accordance with the Act.
Section 9.4. Filing of Articles of Dissolution. If the Company is dissolved, upon completion of the winding up of the Company, the Member shall promptly file Articles of Dissolution with the office of the Texas Secretary of State.
ARTICLE X
this Agreement or the Certificate will be binding on the Member or have any force or effect whatsoever with respect to the subject matter hereof.
Section 10.2. Governing Law. This Agreement and the rights of the parties hereunder will be governed by, interpreted and enforced in accordance with the laws of the State of Texas.
the notice. Such notices will be given to the Member at the address specified in Section 2.1(a) hereof and to the Company at the address specified in Section 2.1(b). The Member or the Company may, at any time, designate any other address in substitution of the foregoing address to which such notice will be given, such notice to be effective upon a Person upon its receipt.
[Signature Page Follows]
Dated as of February , 2005. | ||
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AMERICAN MEDICAL PATHWAYS, INC. | |
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By: |
/s/ Xxxxxx Xxxx |
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Name: |
Xxxxxx Xxxx |
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Title: |
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[Signature Page to LLC Agreement of Providacare, L.L.C.]
EXHIBIT A
Member |
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Initial Capital Contribution: |
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American Medical Pathways, Inc. |
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$ |
100.00 |
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0000 X. Xxxxxxxx Xxx |
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Xxxxx 000 |
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Xxxxxxxxx Xxxxxxx, XX 00000 |
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A-1