LIMITED LIABILITY COMPANY AGREEMENT OF KENTUCKY MEDSERV, LLC
Exhibit 3.128
This
Limited Liability Company Agreement of Kentucky Medserv, LLC, effective as of February 18, 1999 (this “Agreement”), is entered into by Kentucky IMS,
Inc. 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 Kentucky Medserv, 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. 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
persons 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 acquirer.
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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.
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 Limited Liability Company Agreement on the
6th day of May, 1999.
| KENTUCKY IMS, INC. |
||||
| By: | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
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ADDENDUM
Effective
as of May 7, 1999 (the “Merger Date”), Kentucky IMS, Inc. (‘Kentucky IMS”) merged with
and into Kentucky Medserv, LLC, a limited liability company of which Kentucky IMS was the sole
member (“Kentucky Medserv”), whereupon Healthtrust, Inc. — The Hospital Company, the sole
shareholder of Kentucky IMS (“Healthtrust”), became the sole member of Kentucky Medserv. Attached
hereto is a copy of the Limited Liability Company Agreement of Kentucky Medserv (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 Kentucky
IMS as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the
Member.
IN
WITNESS WHEREOF, Healthtrust has executed this Addendum on the
7th day of May, 1999.
| HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective
as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company
(‘Healthtrust’) assigned, transferred and conveyed its 100% limited liability company interest in
Kentucky Medserv, LLC, a Delaware limited liability company
(“LLC”), to LifePoint Hospitals, Inc.
(“LifePoint Inc.”), whereupon LifePoint Inc. 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
Healthtrust as the sole member (the “Member”) shall be deemed to be references to LifePoint Inc. as
the Member.
IN
WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the
11th day of May, 1999.
| LIFEPOINT HOSPITALS, INC. |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint Inc.”)
assigned, transferred and conveyed its 100% limited liability company interest in Kentucky Medserv,
LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings, Inc. (“Holdings
Inc.”), whereupon Holdings Inc. 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
LifePoint Inc. as the sole member (the “Member”) shall be
deemed to be references to Holdings Inc.
as the Member.
IN
WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the
11th day of May, 1999.
| LIFEPOINT HOSPITALS HOLDINGS, INC. | ||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective
as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc. (“Holdings
Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in Kentucky
Medserv, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC (“Holdings
2”), whereupon Holdings 2 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 Holdings
Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as the
Member.
IN
WITNESS WHEREOF, Holdings 2 has executed this Addendum on the
11th day of May, 1999.
| LIFEPOINT HOLDINGS 2, LLC |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
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