AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JACKSONVILLE MEDICAL PROFESSIONAL SERVICES LLC
EXHIBIT 3.34
AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
JACKSONVILLE MEDICAL PROFESSIONAL SERVICES LLC
LIMITED LIABILITY COMPANY AGREEMENT
OF
JACKSONVILLE MEDICAL PROFESSIONAL SERVICES LLC
The undersigned hereby executes this Amended and Restated Limited Liability Company Agreement
(the “Agreement”) as the sole member (“Member”) of Jacksonville Medical Professional Services LLC
(the “Company”), an Delaware limited liability company formed on November 28, 2006, pursuant to the
provisions of the Delaware Limited Liability Company Act (“Act”).
The Company may engage in any lawful business permitted by the Act, including without
limitation, acquiring, constructing, developing, owning, operating, selling, leasing, financing,
and otherwise dealing with real property and healthcare businesses. The term of the Company shall
be perpetual.
ARTICLE I
The principal office of the Company shall be designated from time to time by the Board of
Managers. The Company may have offices in addition to its principal place of business as the
business of the Company may require from time to time.
The registered office of the Company may be, but need not be, identical with the principal
office and the address of the registered office may be changed from time to time by the Board of
Managers.
ARTICLE II
Company in the State of Tennessee except as otherwise provided in Section 5 of this Article.
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shall be signed by the Members having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all Members entitled to vote
thereon were present and voted with respect to the subject matter thereof.
ARTICLE III
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lawfully called or convened. Neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Managers need be specified in the notice or waiver
of notice of such meeting.
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The Board of Managers has delegated to the Chief Executive Officer of the Company, in
accordance with this Agreement, the authority to appoint the Clinical Board. The Board of Managers
has delegated to its officers, in accordance with this Agreement, the authority to select the CEO
and/or Administrator of the facility based upon his education and experience. The officers, in
turn, have appointed the CEO and/or Administrator to manage the day-to-day business affairs and
administration of the Facility. The CEO and/or Administrator reports to the Board of Managers,
while maintaining continuing communication with the Clinical Board and Medical Staff.
The Board of Managers has appointed the Clinical Board to assist and advise the CEO and/or
Administrator, the Board of Managers, and the Medical Staff. The primary function of the Clinical
Board shall be to assure that the Facility and its Medical Staff provide quality medical care that
meets the needs of the community. For this purpose, the Board of Managers has delegated to the
Clinical Board the authority to receive and evaluate periodic reports from the Medical Staff and
its officers, to make decisions regarding Medical Staff appointment and Clinical Privileges, to
oversee performance improvement, utilization review, and similar matters regarding the provision of
quality patient care at the Facility, and to establish policies regarding such matters.
The Board of Managers, through its officers and the CEO and/or Administrator, retains
authority for the Facility’s business decisions, including long-range and short-range planning and
budgeting, but may request the advice of the Clinical Board on such matters. The Board of Managers
expressly reserves the right to amend, modify, rescind, clarify, or terminate at any time and
without notice any delegation of authority given to the Clinical Board and, if deemed necessary by
the Board of Managers, to overrule decisions made by the Clinical Board.
ARTICLE IV
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other Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries,
and such other officers as may be elected or appointed in accordance with the provisions of this
article. Additional officers and duties may be added by the Board of Managers.
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(a) Record all the proceedings of the meetings of the Members, the Board of Managers,
and any committees in a book or books to be kept for that purpose;
(b) Cause all notices to be duly given in accordance with the provisions of this
Agreement and as required by statutes;
(c) Whenever any committee shall be appointed in pursuance of a resolution of the
Board of Managers, furnish the Chairman of such committee with a copy of such resolution;
(d) Be custodian of the records and of the seal of the Company, and cause such seal to
be affixed to all instruments the execution of which on behalf of the Company under its
seal shall have been duly authorized;
(e) See that the lists, books, reports, statements, certificates and other documents
and records required by statute are properly kept and filed;
(f) Have charge of the ownership records of the Company and exhibit such records at
all reasonable times to such persons as are entitled by statute to have access thereto;
(g) In general, perform all duties incident to the office of the Secretary and such
other duties as are given to him by this Agreement or as from time to time may be assigned
to him by the Board of Managers, the Chairman of the Board or the President.
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ARTICLE V
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Company shall be signed by such
officer or officers, agent or agents, of the Company and in such manner as shall from time to time
be determined by resolution of the Board of Managers.
ARTICLE VI
Transfers of percentage ownership of the Company shall be made only on the books of the
Company. The person in whose name percentage ownership stands on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company.
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ARTICLE VII
The fiscal year of the Company shall begin on the 1st day of January and end on the 31st day
of December of each year, but may be changed by resolution of the Board of Managers.
ARTICLE VIII
Prior to the dissolution of the Company, no Member shall have the right to receive any
distributions of or return of its capital contribution. All distributions and all allocations of
income, gains, losses and credits shall be made in accordance with the percentage ownership of the
Members. The Board of Managers may from time to time declare and the Company may pay dividends on
its percentage ownership in the manner and upon the terms and conditions provided by law and its
Articles of Organization. The Members shall not be required to make any additional contributions
of capital to the Company, although the Members may from time to time agree to make additional
contributions to the Company.
ARTICLE IX
The Board of Managers may provide a company seal in such form as the Board of Managers may
prescribe.
ARTICLE X
Whenever any notice whatsoever is required to be given under the provisions of this Agreement,
or under the provisions of the Certificate of Formation, or under the provisions of the Act, waiver
thereof in writing, signed by the person, or persons, entitled to such notice whether before or
after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
The Company shall indemnify its officers and managers against all reasonable expenses incurred
by them in defending claims or suits, irrespective of the time of occurrence of the claims or
causes of action in such suits, made or brought against them as officers or managers of the
Company, and against all liability in such suits, except in such cases as involve gross negligence
or willful misconduct in the performance of their
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duties. Such indemnification shall extend to the payment of judgments against such officers
and managers and to reimbursement of amounts paid in settlement of such claims or actions and may
apply to judgments in favor of the Company or amounts paid in settlement to the Company. Such
indemnification shall also extend to the payment of counsel fees and expenses of such officers and
managers in suits against them where successfully defended by them or where unsuccessfully
defended, if there is no finding or judgment that the claim or action arose from the gross
negligence or willful misconduct of such officers or managers. Such right of indemnification shall
not be exclusive of any right to which such officer or manager may be entitled as a matter of law
and shall extend and apply to the estates of deceased officers or managers.
ARTICLE XII
The Members may alter, amend or rescind this Agreement at any annual or special meeting of
Members at which a quorum is present, by the vote of a majority of the percentage ownership
represented at such meeting, provided that the notice of such meeting shall have included notice of
such proposed amendment. The Board of Managers shall have the power and authority to alter, amend
or rescind the Agreement of the Company at any regular or special meeting at which a quorum is
present by the vote of a majority of the entire Board of Managers, subject always to the power of
the Members to change such action of the managers.
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Executed this 29th day of February, 2008.
CAPELLA HEALTHCARE INC., Sole Member |
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By: | /s/ D. Xxxxxx Xxxxxxx | |||
Name: D. Xxxxxx Xxxxxxx | ||||
Title: Vice President | ||||
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