EXHIBIT 3.164
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
WOODLAND CARE CENTER, LLC
A DELAWARE LIMITED LIABILITY COMPANY
This Limited Liability Company Operating Agreement (together with the
exhibits attached hereto, this "Agreement") of Woodland Care Center, LLC (the
"LLC"), is entered into by Summit Care Corporation, as the sole equity member
(the "Member"), effective as of July 3, 2003 (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 Woodland Care 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., 0 Xxxx
Xxxxxxxxxx Xxxxxx, Xxxxx 0X, 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., 0 Xxxx Xxxxxxxxxx Xxxxxx, Xxxxx 0X, 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 X. Xxxxx, as an authorized person, with the Secretary of State of the
State of Delaware on July 3, 2003, 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;
(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;
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(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 Woodland Care 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.
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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.
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 Executive Officer,
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 Xxxxxxxxxxx Chief Executive Officer
Xxxx Xxxxx President
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Xxxxx Xxxxxx Senior Vice President of Operations
Xxxx Xxxxxxxx Chief Financial Officer
Xxxxxx Xxxx Secretary
Section 5.03 Chief Executive Officer. The Chief Executive Officer shall,
under the direction of the Member and Board of Managers, perform all duties
incident to the office of Chief Executive Officer, 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.
Section 5.04 President. The President shall, under the direction of the
Member, Board of Managers, and Chief Executive Officer, perform all duties
incident to the office of President and discharge such duties as may be assigned
to him or her by the Chief Executive Officer, Board of Managers or the Member.
During the absence or disability of the Chief Executive Officer, the President
shall exercise all the functions of the Chief Executive Officer and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the Chief Executive Officer.
Section 5.05 Senior Vice President of Operations. The Senior Vice
President of Operations shall, under the direction of the Member, Board of
Managers and Chief Executive Officer, 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 5.06 Chief Financial Officer. The Chief Financial Officer shall,
under the direction of the Member, Board of Managers and Chief Executive
Officer, perform all duties incident to the office of Chief Financial Officer
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 5.07 Secretary. The Secretary shall, under the direction of the
Member, Board of Managers and Chief Executive Officer, 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 LLC's 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
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(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 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.
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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
------------------------------------
Xxxxxx Xxxx, Secretary
S-1
EXHIBIT A
DESCRIPTION OF PROPERTY
PROPERTY NAME ADDRESS
Woodland Care Center 0000 Xxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxx 00000
A-1
EXHIBIT B
INITIAL MANAGERS
Xxxx Xxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxx
X-0
Xxxx 0, 0000
Xxxxxxxx Care Center, LLC
00000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
RE: Management Agreement - Woodland Care Center, LLC
Ladies and Gentlemen:
For good and valuable consideration, each of the undersigned persons, who
have been designated as initial Managers of Woodland Care Center, LLC, a
Delaware limited liability company (the "Company"), in accordance with the
Limited Liability Company Operating Agreement of the Company, as it may be
amended or restated from time to time (the "LLC Agreement"), hereby agree:
1. To accept such person's rights and authority as a Manager (as defined
in the LLC Agreement) under the LLC Agreement and to perform and discharge such
person's duties and obligations as a Manager under the LLC Agreement and agrees
that such rights, authority, duties and obligations under the LLC Agreement
shall continue until such person's successor as a Manager is designated or until
such person's resignation or removal as a Manager in accordance with the LLC
Agreement. A Manager is designated as a "manager" of the Company within the
meaning of the Delaware Limited Liability Company Act.
2. THIS MANAGEMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES
SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
IN WITNESS WHEREOF, the undersigned have executed this Management
Agreement as of the day and year first above written.
/s/ Xxxx Xxxxx
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Xxxx Xxxxx
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
