LIMITED LIABILITY COMPANY AGREEMENT OF TRIAD HOLDINGS V, LLC
Exhibit 3.316
This Limited Liability Company Agreement of Triad Holdings V, LLC, effective as of January 1, 2003
(this “Agreement”), is entered into by Quorum, Inc. as the sole member (the “Member”).
WHEREAS, the Member was the sole stockholder of Quorum, Inc. (the “Corporation”), a Delaware
corporation that is being converted into a Delaware limited liability company in accordance with
Section 266 of the Delaware General Corporation Law and Section 18-214 of the Delaware Limited
Liability Company Act (the “DLLCA”); 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 as a
consequence of the conversion of the Corporation pursuant to and in accordance with the DLLCA, and
hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is Triad Holdings V, LLC (the
“Company”).
2. Existence; Consequences of Conversion. The existence of the Company shall be deemed to have
commenced on April 3, 1990, the date on which the Corporation was incorporated, and the Company
shall be subject in all respects to the terms and provisions of Section 18-214 of the DCLLA with
respect to the consequences of conversion of the Corporation into the Company.
3. 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. The Member hereby ratifies, confirms and
approves in all respects the actions taken in organizing the Company, including, without
limitation, the preparation and filing with the Secretary of State of the State of Delaware of the
Certificate of Conversion and Certificate of Formation and actions with respect to qualification of
the Company to do business.
4. Registered Office. The address of the registered office of the Company in the State of Delaware
is 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, County of New Castle.
5. 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 Xxxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, County of New Castle.
6. Member and Capital Contribution. The name and the business address of the Member and the amount
of cash or other property contributed or deemed 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.
7. 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
Xxxxxx X. Xxx, Xxxxxx X. Xxxxxxxx and any person the Member may designate from time to time 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. Xxxxxxx
|
President | |
Xxxxxx X. Xxx
|
Executive Vice President and Secretary | |
Xxxxxx X. Xxxxxxxx
|
Vice President | |
Xxxxxxx Xxxxxx
|
Vice President | |
Xxxxx X. Xxxxxxx
|
Executive Vice President and Treasurer |
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.
8. 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.
9. Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the
Member.
10. Distributions. Distributions shall be made to the Member at the times and in the aggregate
amounts determined by the Member.
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11. 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.
12. Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited
liability company interest to a single acquiror on the terms and subject to the conditions agreed
to by the Member.
13. 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 a
“Member” for purposes of this Agreement.
14. 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.
15. 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.
16. 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.
17. Amendment. This Agreement may be amended from time to time with the consent of the Member.
18. 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 on the
day of December 2002.
TRIAD HOSPITALS, INC.
By: /s/ Xxxxxx X. Xxx
Name: Xxxxxx X. Xxx
Title: Executive Vice President
Name: Xxxxxx X. Xxx
Title: Executive Vice President
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SCHEDULE A
Member and | Deemed | Limited Liability | ||||
Business Address | Capital Contribution | Company Interest | ||||
Quorum, Inc.
|
All outstanding shares of | 100 | % | |||
0000 Xxxxxxxx Xxxxxxx
|
common stock of Quorum, | |||||
Xxxxx, Xxxxx 00000
|
Inc. | |||||
Attn: Xxxxxx X. Xxx |
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