Limited Liability Company Agreement of The MRI Center of Northwest Alabama, LLC
Exhibit 3.384
This Limited Liability Company Agreement of The MRI Center of Northwest Alabama, LLC,
effective as of December 20, 2004 (this “Agreement”) is entered into by Northwest Medical
Center-Winfield, LLC, 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 shall be The MRI Center of
Northwest Alabama, 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
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
person’s earlier resignation or removal:
Xxxxxxx X. Xxxxxxxx, President
Xxxxxxx X. Xxxxxxxxx III, Executive Vice President and Secretary
Xxxxxxx X. Xxxxxxx, Chief Financial Officer
Xxxxxxx X. Xxxxxx, Chief Operations Officer
R. Xxxxx Xxxxxx, Senior Vice President
Xxxxxx X. Xxxxxxx, Vice President
Xxxx X. Xxxxxx, Vice President
Xxxxxxx X. Xxxxxxx, Xx., Vice President
Xxxxxx X. Xxxx, Vice President
W. Xxxx Xxxxxx, Vice President
Xxxx Xxx X. Xxxxx, Assistant Secretary
Xxxxxxx X. Xxxxxxxxx III, Executive Vice President and Secretary
Xxxxxxx X. Xxxxxxx, Chief Financial Officer
Xxxxxxx X. Xxxxxx, Chief Operations Officer
R. Xxxxx Xxxxxx, Senior Vice President
Xxxxxx X. Xxxxxxx, Vice President
Xxxx X. Xxxxxx, Vice President
Xxxxxxx X. Xxxxxxx, Xx., Vice President
Xxxxxx X. Xxxx, Vice President
W. Xxxx Xxxxxx, Vice President
Xxxx Xxx X. Xxxxx, Assistant 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.
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 December 20, 2004.
| northwest medical center-winfield, LLC |
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| By: | /s/ Xxxx Xxx X. Xxxxx | |||
| Xxxx Xxx X. Xxxxx | ||||
| Assistant Secretary | ||||
