LIMITED LIABILITY COMPANY AGREEMENT OF SOUTHERN TENNESSEE MEDICAL CENTER, LLC
Exhibit 3.364
This Limited Liability Company Agreement of Southern Tennessee Medical Center, LLC, effective
as of November 9,1998 (this “Agreement”), is entered into by Stones River Hospital, 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 Southern Tennessee
Medical Center, 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 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. 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. Xxxxxxxxx, Xx. | President and Secretary | |
| Xxxxx X. Mercy | Chief Executive Officer | |
| Xxxx X. Xxxxxx XX | 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 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.
2
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. Amendment. This Agreement may be amended from time to time with the consent of the
Member.
16. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
******
3
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement
on the 30th day of December, 1998, but effective as of the 9th day of November,
1998.
| STONES RIVER HOSPITAL, INC. | ||||||
| By: | /s/ R. Xxxxxx Xxxxxxx
|
|||||
| Title: Vice President | ||||||
4
ADDENDUM
Effective
as of April 22, 1999 (the “Merger Date”), Stones River Hospital,
Inc. (“Stones”) merged with and into SR Medical Center, LLC (“SR”),
whereupon SR became the sole member of Southern Tennessee Medical Center, LLC, a Delaware
limited liability company (“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 Merger Date, all
references in
the Agreement to Stones as the sole member (the “Member”) shall be
deemed to be references to SR as the Member.
IN
WITNESS WHEREOF, SR has executed this Addendum
on the 22 day of April, 1999.
| SR MEDICAL CENTER, LLC | ||||||
| By | /s/ Xxxx X. Xxxxxx XX
|
|||||
| Vice President | ||||||
ADDENDUM
Effective as of May 4, 1999 (the “Effective Date”), SR Medical Center,
LLC.
(“SR”) assigned, transferred and conveyed its 100% limited liability
company interest in Southern Tenness Medical Center, 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 SR 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 4th day of May,
1999.
| HEALTHTRUST, INC. — THE HOSPITAL COMPANY | ||||||
| By | /s/ Xxxx X. Xxxxxx XX
|
|||||
| Vice President | ||||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital
Company (“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company
interest in Southern Tennessee Medical Center, LLC, a Delaware limited liability company (“LLC”),
to LifePoint Hospitals, Inc. (“LifePoint Inc.”), whereupon LifePoint 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 LifePoint Inc. as
the Member.
IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11th day of
May, 1999.
| LIFEPOINT HOSPITALS, INC. | ||||||
| By | /s/ R. Xxxxxx Xxxxxxx
|
|||||
| Vice President | ||||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc.
(“LifePoint Inc.”) assigned, transferred and conveyed its 100% limited liability company interest
in Southern Tennessee Medical Center, LLC, a Delaware limited liability company (“LLC”), to
LifePoint 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 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
LifePoint 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.
| LIFEPOINT HOSPITALS HOLDINGS, INC. | ||||||
| By | /s/ R. Xxxxxx Xxxxxxx
|
|||||
| Vice President | ||||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals
Holdings, Inc. (“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability
company interest in Southern Tennessee Medical Center, LLC, a Delaware limited liability company
(“LLC”), to LifePoint Holdings 2, LLC (“Holdings 2”), whereupon Holdings 2 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 2 as
the Member.
IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11th day
of May, 1999.
| LIFEPOINT HOLDINGS 2, LLC | ||||||
| By | /s/ R. Xxxxxx Xxxxxxx
|
|||||
| Vice President | ||||||
1
Amendment No. 1 to Limited Liability Company Agreement of Southern
Tennessee Medical Center, LLC, effective as of April
, 2005 (this “Amendment”), is
entered into by LifePoint Holdings 2, LLC, as the sole member of the Company as defined below (the
“Member”).
WHEREAS,
Southern Tennessee Medical Center, LLC, (the “Company”) was formed as a Delaware
limited liability company on November 5, 1998;
WHEREAS, the Member entered into the Limited Liability Company Agreement of the Company
effective as of December 30, 1998 (the “LLC Agreement”); and
WHEREAS, the Member desires to enter into this Amendment to amend certain provisions of the
LLC Agreement as more fully described herein;
NOW, THEREFORE, the LLC Agreement is hereby amended as follows:
1. The LLC Agreement shall be amended by adding new Section 17 thereto, which shall read as
follows:
“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.”
2. This Amendment shall be governed by, and construed in accordance with, the
laws of the State of Delaware.
3. Except as amended hereby, the LLC Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above
written.
| LIFEPOINT HOLDINGS 2, LLC | ||||||
| By: Name: |
/s/ Xxxxxxx X. Xxxxxxxxx III
|
|||||
| Title: | President and Secretary | |||||
Signature
Page to Amendment No. 1
to LLC Agreement of Southern Tennessee Medical Center, LLC
to LLC Agreement of Southern Tennessee Medical Center, LLC
