AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF R. KENDALL BROWN PRACTICE, LLC
Exhibit 3.322
This Amended and Restated Limited Liability Company Agreement of R. Xxxxxxx Xxxxx
Practice, LLC, is entered into by Hospital Corporation of Kentucky, as the sole member (the
“Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company
Agreement of R. Xxxxxxx Xxxxx Practice, LLC, effective as of November 19, 1998.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and
for other good and valuable consideration, the Member hereby agrees as follows:
1. Name. The name of the limited liability company shall be R. Xxxxxxx Xxxxx Practice,
LLC (the “Company”).
2. Purpose. 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 Delaware Limited Liability Company Act (6
Del. C. § 18-101, et seq.), as amended from
time to time (the “Act”) 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. 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 | |
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 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.
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.
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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.
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IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability
Company Agreement on the 29th day of April, 1999.
| HOSPITAL CORPORATION OF KENTUCKY |
||||
| By: | /s/ Xxxx X. Xxxxxx XX | |||
| Xxxx X. Xxxxxx XX | ||||
| Vice President | ||||
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ADDENDUM
Effective as of May 7, 1999 (the “Effective Date”), Hospital Corporation of Kentucky
(“Hospital Corporation”) assigned, transferred and conveyed its 100% limited liability company
interest in R. Xxxxxxx Xxxxx Practice, LLC, a Delaware limited liability company (“LLC’’), to
LifePoint of Kentucky, LLC (“LifePoint”), whereupon LifePoint 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 Hospital Corporation as the sole member (the “Member”) shall be deemed to be
references to LifePoint as the Member.
IN WITNESS WHEREOF, LifePoint has executed this Addendum on the 7th day of May,
1999.
| LIFEPOINT OF KENTUCKY, LLC |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
