LIMITED LIABILITY COMPANY AGREEMENT OF TRIAD-NAVARRO REGIONAL HOSPITAL SUBSIDIARY, LLC
Exhibit 3.330
OF
TRIAD-XXXXXXX REGIONAL HOSPITAL SUBSIDIARY, LLC
This Limited Liability Company Agreement of Triad-Xxxxxxx Regional Hospital Subsidiary, LLC,
effective as of April 29 , 1999, (this “Agreement”), is entered into by Columbia North Texas
Subsidiary GP, LLC and Columbia North Texas Healthcare System, L.P., as members (the “Members”).
WHEREAS, the Members desire 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 Members desire to enter into this Agreement to define formally and express the terms
of such limited liability company and their 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 Members hereby form a limited liability company pursuant to
and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-I0I, et seq.), as
amended from time to time (the “Act”), and hereby agree as follows:
1. Name. The name of the limited liability company formed hereby is Triad-Xxxxxxx Regional Hospital
Subsidiary, 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 X0000.
5. Members and Capital Contribution. The name and the business address of the Members and the
amount of cash or other property contributed or to be contributed by the Members 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 Members shall not be required to make any additional contributions of capital to the Company,
although the Members may from time to time agree to make additional capital contributions to the
Company.
1
6. Powers. The business and affairs of the Company shall be managed by the Members. The Members
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
Members hereby designate 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 Members 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 Members 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
Members in proportion to their Percentage Interests, as shown on Schedule A hereto.
9. Distributions. Distributions shall be made to the Members at the times and in the aggregate
amounts determined by the Members. Such distributions shall be allocated to the Members in
proportion to their Percentage Interests.
10. Resignation. A 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. A 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 a 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 a
“Member” for purposes of this Agreement.
13. Liability of Members and Managers. Neither the Members 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.
2
14. Indemnification. The Company shall indemnify and hold harmless each manager and the Members 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 Members.
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 on the
29th day of April, 1999.
COLUMBIA NORTH TEXAS SUBSIDIARY GP, LLC
By: Columbia North Texas Healthcare System, L.P.,
its sole managing member
its sole managing member
By: North Texas General, L.P., its general
partner
By: NTGP, Inc., its co-general partner
By: /s/ Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
Xxxx X. Xxxxxx XX
Vice President
COLUMBIA NORTH TEXAS HEALTHCARE SYSTEM, L.P.
By: North Texas General, L.P., its general
partner
By: NTGP, Inc., its co-general partner
By: /s/ Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
Xxxx X. Xxxxxx XX
Vice President
3
SCHEDULE A
| Member and | Capital | Limited Liability | ||
| Business Address | Contribution | Company Interest | ||
| Columbia North Texas Subsidiary GP, LLC $.01 00000 Xxxx Xxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 |
.01% | |||
| Columbia North Texas Healthcare System, $99.99 L.P. 00000 Xxxx Xxxx 00xx Xxxxx Xxxxxx, Xxxxx 00000 |
99.99% | |||
1
ADDENDUM
Effective as of May 5 , 1999 (the “Effective Date”), Columbia North Texas Subsidiary GP, LLC (“GP
LLC”) assigned, transferred and conveyed its 100% limited liability company interest in
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC, a Delaware limited liability company (“LLC”), to
Columbia North Texas Healthcare System, L.P. (“Columbia LP”), whereupon Columbia LP 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 GP LLC
as the sole member (the “Member”) shall be deemed to be references to Columbia LP as the Member.
IN WITNESS WHEREOF, Columbia LP has executed this Addendum on the 5th day of May, 1999.
COLUMBIA NORTH TEXAS
HEALTHCARE SYSTEM, L.P.
HEALTHCARE SYSTEM, L.P.
By /s/ Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
Xxxx X. Xxxxxx XX
Vice President
1
ADDENDUM
Effective as of May 5, 1999 (the “Effective Date”), Columbia North Texas Subsidiary LP, LLC (“LP
LLC”) assigned, transferred and conveyed its 100% limited liability company interest in
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC, a Delaware limited liability company (“LLC”), to
Columbia-SDH Holdings, Inc. (“SDH Inc.”), whereupon SDH 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 LP LLC
as the sole member (the “Member”) shall be deemed to be references to SDH Inc. as the Member.
IN WITNESS WHEREOF, SDH Inc. has executed this Addendum on the 5th day of May, 1999.
COLUMBIA-SDH HOLDINGS, INC.
By /s/ Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
Xxxx X. Xxxxxx XX
Vice President
1
ADDENDUM
Effective as of May 6, 1999 (the “Effective Date”), Columbia-SDH Holdings, Inc. (“SDH”) assigned,
transferred and conveyed its 100% limited liability company interest in Triad-Xxxxxxx Regional
Hospital Subsidiary,.LLC, a Delaware limited liability company (“LLC”), to Healthtrust, Inc. — The
Hospital Company (“Healthtrust”), whereupon Healthtrust 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 SDH 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 6th day of May, 1999.
HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By /s/ R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
R. Xxxxxx Xxxxxxx
Vice President
1
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
Triad-Xxxxxxx Regional Hospital Subsidiary, LLC, a Delaware limited liability company (“LLC”), to
Triad Hospitals, Inc. (“Triad Inc.”), whereupon Triad 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 Triad Inc. as the
Member.
IN WITNESS WHEREOF, Triad Inc. has executed this Addendum on the 11th day of May, 1999.
TRIAD HOSPITALS, INC.
By /s/ R. Xxxxxx Xxxxxxx
X. X.xxxxx Xxxxxxx
Vice President
X. X.xxxxx Xxxxxxx
Vice President
1
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Triad Hospitals, Inc. (“Triad Inc.”) assigned,
transferred and conveyed its 100% limited liability company interest in Triad-Xxxxxxx Regional
Hospital Subsidiary, LLC, a Delaware limited liability company (“LLC”), to Triad 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 Triad
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.
TRIAD HOSPITALS HOLDINGS, INC.
By /s/ R. Xxxxxx Xxxxxxx
X. X.xxxxx Xxxxxxx
Vice President
X. X.xxxxx Xxxxxxx
Vice President
1
ADDENDUM
Effective as of I2:0I a.m. (Eastern Standard Time) on January 1, 2006 (the “Effective Date”), Triad
Hospitals, Inc. (“Triad”) assigned, transferred and conveyed its 100% limited liability company
interest in Triad-Xxxxxxx Regional Hospital Subsidiary, LLC, a Delaware limited liability company
(“LLC”), to Tennyson Holdings, Inc. (“Holdings”), whereupon Holdings 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 Triad as
the sole member (the “Member”) shall be deemed to be references to Holdings as the Member.
IN WITNESS WHEREOF, Holdings has executed this Addendum on the 1st day of January, 2006.
TENNYSON HOLDINGS, INC.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President,
General Counsel and Secretary
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President,
General Counsel and Secretary
1
