LIMITED LIABILITY COMPANY AGREEMENT OF REGIONAL HOSPITAL OF LONGVIEW, LLC
Exhibit 3.294
OF
REGIONAL HOSPITAL OF LONGVIEW, LLC
This Limited Liability Company Agreement of Regional Hospital of Longview, LLC, effective as of
November 9, 1998 (this “Agreement”), is entered into by Longview Regional Hospital, 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 Regional Hospital of
Longview, 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 is set forth in 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 time 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.
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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. 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 on the
30th day of December, 1998.
LONGVIEW REGIONAL HOSPITAL, INC.
/s/ R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
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SCHEDULE A
Member and
Business Address
Business Address
Longview Regional Hospital, Inc.
Xxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx XX
Xxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx XX
Capital
Contribution
Contribution
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), between the Member and the Company.
Limited Liability
Company Interest
100%
Company Interest
100%
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AMENDED AND RESTATED
OF
REGIONAL HOSPITAL OF LONGVIEW, LLC
This Amended and Restated Limited Liability Company Agreement of Regional Hospital of Longview,
LLC, is entered into by Longview Merger, LLC, as the sole member (the “Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of
Regional Hospital of Longview, LLC, effective as of November 9, 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 Regional Hospital of Longview, 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 is set forth in 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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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 | |
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 singJe 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.
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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.
LONGVIEW MERGER, LLC
/s/Xxxx X. Xxxxxx
Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
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SCHEDULE A
Member and
Business Address
Business Address
Longview Merger, LLC
Xxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx XX
Xxx Xxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attn: Xxxx X. Xxxxxx XX
Capital
Contribution
Contribution
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), between the Member and the Company.
Limited Liability
Company Interest
100%
Company Interest
100%
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ADDENDUM
Effective as of April 22, 1999 (the “Merger Date”), Longview Regional Hospital, Inc. (“Longview
Regional”) merged with and into Longview Merger, LLC (“Longview Merger”), whereupon Longview Merger
became the sole member of Regional Hospital of Longview, 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 Longview
Regional as the sole member (the “Member”) shall be deemed to be references to Longview Merger as
the Member.
IN WITNESS WHEREOF, Longview Merger has executed this Addendum on the 22nd day of April, 1999.
LONGVIEW MERGER, LLC
/s/ Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
Vice President
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