AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TRIAD OF OREGON, LLC
EXHIBIT 3.322
This Amended and Restated Limited Liability Company Agreement of Triad of Oregon, LLC, effective as
of August 13, 2004 (this “Agreement”), is entered into by Triad Hospitals, Inc., a Delaware
corporation, as the sole member of the Company (the “Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement effective
as of November 19, 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 is Triad of Oregon, LLC (the “Company”).
2. Purpose. The purpose of, and the nature of the business to be conducted and promoted by the
Company is, to carry 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 to engage in any and all activities necessary
or incidental to the foregoing.
3. Registered Office and Principal Office. The address of the registered office of the Company in
the State of Delaware is 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, County of
New Castle. The Principal Office of the Company shall be at 0000 Xxxxxxxx Xxxxxxx, Xxxxx, Xxxxx
00000, County of Collin, which shall also be the office at which Certificates for Interest of the
Company are surrendered.
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, County of New Castle.
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 Officers (hereinafter defined) 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 contributions to the Company.
6. Powers. The Company shall be managed exclusively by the Member (the “Managing Member”). The
Managing Member shall have all powers necessary, useful or appropriate for the day-to-day
management and conduct of the Company’s business including, if advisable, the power to delegate to
agents pursuant to Section 18-407 of the Act. All instruments, contracts,
agreements and documents providing for the acquisition, mortgage or disposition of property of the
Company, shall be valid and binding on the Company if executed by any of the officers of the
Managing Member, or by any of the Officers of the Company. The Managing Member has determined that
it is advisable to appoint the following officers of the Company, each of which shall have the
authority specified below and the authority to execute and deliver on behalf of the Company any
documents that such officers deem necessary in furtherance of the purposes of the Company set forth
above.
The officers of the Company (each an “Officer”) shall consist of a President, one or more Vice
Presidents (who may be designated as Executive or Senior Vice Presidents), a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, a General
Counsel and one or more Associate General Counsels. The Managing Member shall have the right and
power to remove and replace any Officer with or without cause and, in general, shall be vested with
full power, control and discretion over the appointment of Officers subsequent to the date hereof.
As of the date hereof, the Managing Member hereby appoints the Officers set forth on Exhibit B
hereto.
The powers and duties of the Officers shall be as follows:
The President. The President shall have, subject to the supervision, direction and control of the
Managing Member, the general powers and duties of supervision, direction and management of the
affairs and business of the Company usually vested in the president of a corporation, including,
without limitation, all powers necessary to direct and control the organizational and reporting
relationships within the Company.
The Vice Presidents. Each Vice President (including Vice Presidents designated as Executive or
Senior Vice Presidents) shall have such powers and perform such duties as may from time to time be
assigned to him or her by the Managing Member or the President.
The Secretary and the Assistant Secretaries. The Secretary (or any Assistant Secretary, if at the
direction of the Secretary, or in his or her absence) shall attend meetings of the Company and
record all votes and minutes of all such proceedings in a book kept for such purpose. He or she
shall have all such further powers and duties as generally are incident to the position of a
secretary of a corporation or as may from time to time be assigned to him or her by the Managing
Member or the President.
The Treasurer and Assistant Treasurers. The Treasurer (or any Assistant Treasurer, if at the
direction of the Treasurer, or in his or her absence) shall have custody of the Company’s funds,
cash, securities and other property and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit or cause to be deposited moneys
or other valuable effects in the name and to the credit of the Company in such depositories as may
be designated by the Treasurer. The Treasurer shall have such other powers and perform such other
duties that generally are incident to the position of a treasurer of a corporation or as may from
time to time be assigned to him or her by the Managing Member or the President.
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The Controller. The Controller shall maintain adequate records of all assets, liabilities, income,
expenses and transactions of the Company and shall see that adequate audits thereof are currently
and regularly made. The Controller shall have such other powers and perform such other duties that
generally are incident to the position of a controller of a corporation or as may from time to time
be assigned to him or her by the Managing Member or the President.
The General Counsel and Associate General Counsel. The General Counsel (or any Associate General
Counsel, if at the direction of the General Counsel, or in his or her absence) shall be the chief
legal officer of the Company. The General Counsel shall have such powers and perform such duties
that generally are incident to the position of a general counsel of a corporation or as may from
time to time be assigned to him or her by the Managing Member or the President.
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. In addition, to effectively transfer an interest
in accordance with this Agreement, the relevant Certificate for Interest or Certificates for
Interest must be surrendered or presented at the Company’s principal office. Wherever any such
Certificate for Interest is so surrendered or presented for transfer, if such transfer otherwise
complies with and satisfies the terms of this Agreement, the Managing Member or an Officer shall
cause one or more new Certificates for Interest to be issued by the Company in the name of the
designated assignee or assignees. All Certificates for Interest presented or surrendered for
transfer shall be canceled or destroyed by the Managing Member or an Officer. By acceptance of a
Certificate for Interest, each assignee shall be deemed to have agreed to be bound by this
Agreement.
Every Certificate for Interest presented or surrendered for transfer shall be duly endorsed and be
accompanied by a written instrument of transfer duly executed by the assignor and the assignee
thereof substantially in the form attached hereto as Exhibit C or in a form otherwise reasonably
satisfactory to the Managing Member.
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 (x) this Agreement or a counterpart of this Agreement or (y) an
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instrument substantially in the form attached hereto as Exhibit C or in a form otherwise reasonably
satisfactory to the Managing Member pursuant to which such person agrees to be bound by the
provisions of this Agreement and thereupon shall become the “Member” for purposes of this
Agreement.
13. Liability of Member, Managers or Officers. Neither the Member nor any manager or Officer 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, Officer, and the
Member and their respective 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) for Interest. The interests in the Company of the Members shall be evidenced by
certificates in the form of Exhibit D hereto, with such changes thereto as may be approved by the
Managing Member (the “Certificates for Interest”). The Certificates for Interest shall constitute
“securities” and “certificated securities” governed by, and within the meaning of, Article 8 of the
Uniform Commercial Code (as in effect from time to time in the State of Delaware and any other
applicable jurisdiction).
Upon receipt of written notice or other evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of any Certificate for Interest and, in the case of any such
loss, theft or destruction, upon receipt of the Member’s unsecured indemnity agreement, or in the
case of any other holder of a Certificate for Interest or Certificates for Interest, other
indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender or cancellation of such Certificate for Interest, the Managing Member, on behalf of the
Company, will make and deliver a new Certificate for Interest, of like tenor, in lieu of the lost,
stolen, destroyed or mutilated Certificate for Interest.
The Company shall cause to be kept at the Company’s principal office an accurate ledger in which
the Managing Member shall provide for the issuance and registration of interests in the Company and
any transfers of them, which such ledger shall constitute conclusive evidence as to the identity of
the Members. The Company shall update such ledger from time to time as may be necessary to reflect
the issue of any interests and the assignment of such interests.
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 effective
for all purposes as of the date first above written.
TRIAD HOSPITALS, INC.
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By: /s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Executive Vice President
Xxxxxx X. Xxx
Executive Vice President
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SCHEDULE A
Member and
|
Capital | Limited Liability | ||
Business Address
|
Contribution | Company Interest | ||
Triad Hospitals, Inc.
|
$1.00 | 100% | ||
0000 Xxxxxxxx Xxxxxxx |
||||
Xxxxx, Xxxxx 00000 |
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EXHIBIT B
[List of Officers]
| Name: | Title: | |
| Xxxxx X. Xxxxxxx | President | |
| Xxxxxx X. Xxx | Executive Vice President, General Counsel and Secretary |
|
| Xxxxx X. Xxxxxxx | Executive Vice President | |
| Xxxxxx X. Xxxxxxx, Xx. | Senior Vice President | |
| W. Xxxxxxx Xxxx | Senior Vice President and Controller | |
| Xxxxx X. Xxxxxxxxxx | Senior Vice President and Treasurer | |
| Xxxxxx X. Xxxxxxxx | Vice President | |
| Xxxxxxx Xxxxxx | Senior Vice President, Associate General Counsel and Assistant Secretary |
|
| Xxxxx X. Xxxxxxx | Vice President | |
| Xxxxxxx X. XxXxxx | Vice President and Assistant Secretary | |
| Xxxxx X. XxXxxx | Assistant Treasurer |
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EXHIBIT C
Form of Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT (this “Agreement”) is made and entered into between , (“Assignor”)
and (“Assignee”), to be effective as of .
RECITALS
WHEREAS, assignor is the sole member in Triad of Oregon, LLC, a Delaware limited liability company
(the “Company”); and
WHEREAS, Assignor desires to transfer and assign its member interest in the Company (the “Member
Interest”) to Assignee, and Assignee desires to accept the Member Interest.
NOW, THEREFORE, the parties agree as follows:
1. Assignment of Rights, Title and Interests. Assignor hereby assigns, transfers and conveys to
Assignee, its successors and assigns, and Assignee hereby accepts, all of Assignor’s right, title
and interest in and to Assignor’s Member Interest in the Company.
2. Assumption of Liabilities. As consideration for the transfer of the Member Interest pursuant to
Section 1 above, Assignee hereby assumes all the liabilities and obligations of Assignor relating
to the Member Interest, and accepts and agrees to be bound by the provisions of the Amended and
Restated Limited Liability Company Agreement of the Company, dated effective as of August 13, 2004,
as such may be amended, restated or supplemented from time to time.
3. Deliveries. Each of Assignor and Assignee agrees, at any time and from time to time, upon the
request of the other party, to do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, all further documents necessary or desirable to effect and complete the
transactions contemplated by this Agreement.
4. Entire Agreement. This Agreement constitutes the entire understanding of the parties with
respect to the matters provided for herein, and supercedes any previous agreements and
understandings between the parties with respect to the subject matter of this Agreement.
5. Amendments. Any amendment to or waiver of any provision of this Agreement shall be in writing
and executed by both parties hereto and their respective successors and assigns.
6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
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7. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be
deemed an original and all of which together shall constitute one and the same instrument.
8. Third Party Beneficiaries. This Agreement does not, and may not be deemed to, confer any right
or remedy upon any person other than the parties to this Agreement and their respective successors
and permitted assigns.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the date first above written.
Assignor:
|
Assignee: | |||
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EXHIBIT D
Form of Certificate for Interest
CERTIFICATE FOR INTEREST
IN
TRIAD OF OREGON, LLC
No. [Date]
Triad of Oregon, LLC, a Delaware limited liability company (the “Company”), hereby certifies that
(the “Holder”) is the registered holder of 100% of the membership interests in
the Company, which membership interests are represented by this Certificate. The rights and
limitations of the membership interests evidenced hereby are set forth in the Amended and Restated
Limited Liability Company Agreement of the Company dated effective as of August 13, 2004, as
amended from time to time (the “LLC Agreement”), the terms of which are incorporated herein by
reference. Defined terms not otherwise defined herein shall have the meanings assigned to them in
the LLC Agreement. Copies of the LLC Agreement are on file in the principal offices of the Company
at 0000 Xxxxxxxx Xxxxxxx, Xxxxx, Xxxxx 00000.
The Holder, by accepting this Certificate, is deemed to have agreed to comply with and be bound by
the limitations of the membership interests evidenced hereby, as provided in the LLC Agreement.
The membership interests of the Holder in the Company are transferable only in accordance with the
LLC Agreement. This Certificate must, in the event of a transfer of all or any portion of the
membership interests in the Company, be surrendered to the Company for cancellation, whereupon a
replacement Certificate(s) will be issued to the transferee, in accordance with the provisions of
the LLC Agreement.
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS.
IN WITNESS WHEREOF, the undersigned has caused this Certificate for Interest to be executed on the
date first above written
TRIAD OF OREGON, LLC
By
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