LIMITED LIABILITY COMPANY AGREEMENT OF DETAR HOSPITAL, LLC
EXHIBIT 3.254
OF
XXXXX HOSPITAL, LLC
This Limited Liability Company Agreement of Xxxxx Hospital, LLC, effective as of September 23, 1998
(this “Agreement”), is entered into by Victoria Hospital Corporation, 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 Xxxxx Hospital, 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. Xxxxxxx
|
President | |
Xxxxxxx X. Xxxxxxx
|
Senior Vice President and Treasurer | |
Xxxxxxx X. Xxxxxx
|
Vice President and Secretary | |
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, 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.
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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.
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IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement effective
as of September 23, 1998 but executed as of the 14th day of October, 1998.
VICTORIA HOSPITAL CORPORATION
By: /s/Xxxx X. Xxxxxx XX
Name: Xxxx X. Xxxxxx XX
Title: Vice President
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SCHEDULE A
Member and Business Address |
Capital Contribution | Limited Liability Company Interest |
||||
Victoria Hospital Corporation c/o Columbia/HCA Healthcare Xxx Xxxx Xxxxx X.X. Xxx 000 Xxxxxxxxx, XX 00000-0000 Attn: Xxxx X. Xxxxxx XX |
The assets contributed to the Company as set forth in a Xxxx of Sale and Assignment, effective as of the Effective Time (as defined therein), among the Member, Victoria Hospital, LLC and the Company. | 100 % | ||||
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AMENDED AND RESTATED
OF
XXXXX HOSPITAL, LLC
This Amended and Restated Limited Liability Company Agreement of Xxxxx Hospital, LLC, is entered
into by VHC Medical, LLC, as the sole member (the “Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of Xxxxx
Hospital, LLC, effective as of September 23, 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 Xxxxx Hospital, 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”) 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.
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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 | |
Xxxxxxx X. Xxxxxxx
|
Senior Vice President and Treasurer | |
Xxxxxxx X. Xxxxxx
|
Vice President and Secretary | |
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, 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.
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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. 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. 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.
VHC MEDICAL, LLC
By: /s/Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
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SCHEDULE A
Member and Business Address |
Capital Contribution | Limited Liability Company Interest |
||||
VHC Medical, LLC Xxx Xxxx Xxxxx X.X. Xxx 000 Xxxxxxxxx, XX 00000-0000 Attn: Xxxx X. Xxxxxx XX |
The assets contributed to the Company as set forth in a Xxxx of Sale and Assignment, effective as of the Effective Time (as defined therein), among the Member, Victoria Hospital, LLC and the Company. | 100% | ||||
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ADDENDUM
Effective as of April 22, 1999 (the “Merger Date”), Victoria Hospital Corporation (“Victoria”)
merged with and into VHC Medical, LLC (“VHC), whereupon VHC became the sole member of Xxxxx
Hospital, 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 Victoria as
the sole member (the “Member”) shall be deemed to be references to VHC as the Member.
IN WITNESS WHEREOF, VHC has executed this Addendum on the 22nd day of April, 1999.
VHC MEDICAL, LLC
By /s/Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
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