Amended and Restated Operating Agreement of Raleigh General Hospital, LLC
Exhibit 3.324
This Amended and Restated Operating Agreement of Raleigh General Hospital, LLC,
effective as of July 1, 2006 (this “Agreement”) is entered into by LifePoint WV Holdings, Inc., as
the sole member (the “Member”).
WHEREAS, the Member desires to amend and restate the original Operating Agreement; and
NOW, THEREFORE, the Member hereby amends and restates the original Operating Agreement as
follows:
1. Name. The name of the limited liability company shall be Raleigh
General 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 West Virginia Uniform
Limited Liability Company Act (“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 West Virginia is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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 West Virginia is C T
Corporation System, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
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 West
Virginia. 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:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Operations Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Senior Vice President
R. ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
W. ▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇, Secretary
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Financial Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chief Operations Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., Senior Vice President
R. ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President
W. ▇▇▇▇ ▇▇▇▇▇▇, Vice President
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇, 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 the provisions 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” pursuant to the provisions
of
the Act.
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 West Virginia.
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as
of July 1, 2006.
| LifePoint WV Holdings, Inc. |
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| By: | /s/ ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ | |||
| ▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ | ||||
| Secretary | ||||