Limited Liability Company Agreement
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Title: |
Limited Liability Company Agreement |
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Entities: |
Palmer-Wasilla Health System, LLC |
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Date: |
2007 |
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Size: |
Preview shows 6KB of 20KB total |
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Price: |
$42 |
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ID: |
#3155740 |
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Start of
Preview |
LIMITED LIABILITY COMPANY AGREEMENT
OF
EL CAMPO MEDICAL CENTER, LLC
This Limited Liability Company Agreement of El Campo Medical Center, LLC, effective as of November 9, 1998 (this ?Agreement?), is entered into by Triad Hospitals, Inc., as the sole member of the Company (the ?Member?).
WHEREAS, the Company was formed as a Delaware limited liability company on October 30, 1998 pursuant to the Delaware Limited Liability Company Act, 6 Del. C. ? 18-101, et seq., as amended from time to time (the ?Act?); and
WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of the 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 agrees as follows:
1. Formation. The Company has been formed and established as a Delaware limited liability company by the filing of a Certificate of Formation, pursuant to the Act (the ?Certificate?) with the Secretary of State of the State of Delaware. The Member hereby ratifies, confirms and approves in all respects the actions taken in organizing the Company, including, without limitation, the preparation and filing with the Secretary of State of the State of Delaware of the Certificate (and any amendments and/or restatements thereof), any other certificates (and any amendments and/or restatements thereof) necessary with respect to qualification of the Company to do business.
2. Name. The name of the limited liability company pursuant to an Amended Certificate is El Campo Medical Center, LLC (the ?Company?).
3. 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 Act and to engage in any and all activities necessary or incidental to the foregoing.
4. Registered Office. The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.
5. 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, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle.
6. 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
1
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 contributions to the Company.
7. 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 Donald P. Fay, Hallie K. Ziesmer and any person the Member may designate from time to time as an authorized person, within the meaning of the Act, to execute, deliver and file the Amended and Restated 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, including, without limitation, amending the name of the Company to Tri-Shell 23 LLC. 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:
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