Limited Liability Company Agreement of Northwest Medical Center-Winfield, LLC
Exhibit 3.228
This Limited Liability Company Agreement of Northwest Medical CenterWinfield, LLC, effective
as of September 9, 2002 (this “Agreement”) is entered into by LifePoint Hospitals Holdings, 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 shall be Northwest Medical Center-Winfield,
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 Xxxxxxxxxxx
Xxxx, Xxxxx 000, 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.
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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:
| Joné Law Koford | President | |||
| Xxxxxxx X. Xxxxxxxxx Ill | Senior Vice President, General Counsel and Secretary | |||
| Xxxxxxx X. Xxxxxxx | Senior Vice President and Chief Financial Officer | |||
| Xxxxxxx X. Weichar | Vice President and Division CFO | |||
| Xxxxxxx X. Xxxxxxx | Vice President and Controller | |||
| Xxxxxxx X. Xxxxxxx, Xx. | 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
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.
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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. 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 September 9, 2002.
| LifPoint Hospitals Holdings, Inc. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
| Xxxxxxx X. Xxxxxxxxx III | ||||
| Secretary | ||||
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Schedule A
| Capital | Limited Liability | |||||||
| Member and Business Address | Contribution | Company Interest | ||||||
LifePoint Hospitals Holdings, Inc. 000 Xxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attn: Xxxxxxx X. Xxxxxxxxx III |
$ | 1,000 | 100 | % | ||||
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