Limited Liability Company Agreement of Lander Valley Ambulatory Surgery Center, LLC
Exhibit 3.148
This Limited Liability Company Agreement of Lander Valley Ambulatory Surgery Center, LLC,
effective as of May 10, 2010 (this “Agreement”) is entered into by Lander Valley Medical Center,
LLC as the sole member (the “Member”).
1. Name. The name of the limited liability company shall be Lander Valley Ambulatory Surgery
Center, 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 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 Xxxxxx, 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 Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000.
5. Member and Capital Contribution. The name and the business address of the Member 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:
Xxxxxx X. Xxxxxxx, President
Vacant, Chief Financial Officer
R. Xxxxx Xxxxxx, Operations President
Xxxxx XxXxx, Operations CFO
Xxxxxxx X. Xxxxxx, Senior Vice President and Treasurer
Xxxxxxxxxxx X. Xxxxx, Vice President
Xxxx Xxx X. Xxxxx, Secretary
Vacant, Chief Financial Officer
R. Xxxxx Xxxxxx, Operations President
Xxxxx XxXxx, Operations CFO
Xxxxxxx X. Xxxxxx, Senior Vice President and Treasurer
Xxxxxxxxxxx X. Xxxxx, Vice President
Xxxx Xxx X. Xxxxx, Secretary
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.
2
15. Certificates 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 May 10, 2010.
| Lander Valley Medical Center, LLC |
||||
| By: | /s/ Xxxx Xxx X. Xxxxx | |||
| Xxxx Xxx X. Xxxxx | ||||
| Secretary | ||||
3
