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- S-4 Registration of securities issued in business combination transactions
- 3.1 Amend Cert of Incorp of Symbion
- 3.2 Amend & Restated Bylaws of Symbion
- 3.3 Articles of Org./ambulatory Resource
- 3.4 Operating Agmt/ambulatory Resource
- 3.5 Articles of Inc/ambulatory Resource
- 3.6 Bylaws/ambulatory Resource Centres/fl
- 3.7 Charter/ambulatory Res. Centres/mass.
- 3.8 Bylaws/ambulatory Res. Centres/mass.
- 3.9 Charter/ambulatory Res. Centres/texas
- 3.10 Bylaws/ambulatory Res. Centres/texas
- 3.11 Charter/ambulatory Res. Centres/washington
- 3.12 Bylaws/ambulatory Res. Centres/washington
- 3.13 Charter/ambulatory Res. Centres/wilmington
- 3.14 Bylaws/ambulatory Res. Centres/wilmington
- 3.15 Charter of Arc Development Corp.
- 3.16 Bylaws of Arc Development Corp.
- 3.17 Charter of Arc Dry Creek, Inc.
- 3.18 Bylaws of Arc Dry Creek, Inc.
- 3.19 Charter of Arc Financial Services Corp.
- 3.20 Bylaws of Arc Financial Services Corp.
- 3.21 Certificate of Formation of Asc-hammond Inc.
- 3.22 Bylaws of Asc of Hammond, Inc.
- 3.23 Articles of Org. of Asc of New Albany, LLC
- 3.24 Operating Agmt of Asc of New Albany, LLC
- 3.25 Articles of Inc./houston Psc-i, Inc., As Amend.
- 3.26 Bylaws of Houston Psc-i, Inc.
- 3.27 Art. of Incorp of Lubbock Surgicenter, Inc.
- 3.28 Bylaws of Lubbock Surgicenter, Inc.
- 3.29 Charter of Medisphere Health Partners Ok City, Inc
- 3.30 Bylaws of Medisphere Health Partners Oklahoma City
- 3.31 Charter of Medisphere Health Partners MGMT of Tenn
- 3.32 Bylaws of Medisphere HLTH Partners MGMT of TN, Inc
- 3.33 Cert.of Formation of Neospin Surg. of Bristol, LLC
- 3.34 Operating Agmt of Neospin Surgery of Bristol, LLC
- 3.35 Cert. of Form. of Neospin Surgery of Nashville LLC
- 3.36 LTD Liab Comp Agmt of Neospine Surgery of Nash LLC
- 3.37 Cert. of Formation of Neospine Surgery of Puyallup
- 3.38 LTD Liab Comp of Neospine Surgery of Puyallup LLC
- 3.39 Certificate of Formation Neospine Surgery, LLC
- 3.40 LTD Liability Company Agmt of Neospine Surgery LLC
- 3.41 Certificate of Formation of NSC Edmond, Inc
- 3.42 Bylaws of NSC Edmond, Inc
- 3.43 Cert of Form of Physicians Surgical Care MGMT, Inc
- 3.44 Bylaws of Physicians Surgical Care Management, Inc
- 3.45 4TH Amended and Restated Cert. of Incorp.
- 3.46 Amended and Restated Bylaws of Phys. Surgical Care
- 3.47 Cert. of Incorp. Premier Ambulatory Surgery
- 3.48 Bylaws Premier Ambulatory Surgery of Duncanville
- 3.49 Cert. of Formation of PSC Development Co. LLC
- 3.50 Limited Liability Co. Agree. of PSC Dev. Co. LLC
- 3.51 Cert. of Formation of PSC of New York, L.L.C.
- 3.52 Limited Liability Co. Agree. of PSC of New York
- 3.53 Cert. of Formation of PSC Operating Co. LLC
- 3.54 Limited Liability Co. Agree. of PSC Operating Co.
- 3.55 Exhibit 3.55
- 3.56 Limited Liability Co. Agree. of Quahog Holding Co.
- 3.57 Charter of Sarc/asheville, Inc.
- 3.58 Bylaws of Sarc/asheville, Inc.
- 3.59 Charter of Sarc/circleville, Inc.
- 3.60 Bylaws of Sarc/circleville, Inc.
- 3.61 Charter of Sarc/columbia, Inc.
- 3.62 Bylaws of Sarc/columbia, Inc.
- 3.63 Charter of Sarc/deland, Inc.
- 3.64 Bylaws of Sarc/deland, Inc.
- 3.65 Charter of Sarc/ft. Myers, Inc.
- 3.66 Bylaws of Sarc/ft. Myers, Inc.
- 3.67 Charter of Sarc/fw, Inc.
- 3.68 Bylaws of Sarc/fw, Inc.
- 3.69 Charter of Sarc/georgia, Inc.
- 3.70 Bylaws of Sarc/georgia, Inc.
- 3.71 Charter of Sarc/jacksonville, Inc.
- 3.72 Bylaws of Sarc/jacksonville, Inc.
- 3.73 Articles of Org Sarc/kent LLC
- 3.74 Operating Agreement of Sarc/kent
- 3.75 Charter of Sarc/knoxville, Inc.
- 3.76 Bylaws of Sarc/knoxville, Inc.
- 3.77 Charter of Sarc/largo Endoscopy
- 3.78 Bylaws of Sarc/largo Endoscopy
- 3.79 Charter of Sarc/largo, Inc.
- 3.80 Bylaws of Sarc/largo, Inc.
- 3.81 Charter of Sarc/metairie, Inc.
- 3.82 Bylaws of Sarc/metairie, Inc.
- 3.83 Art of Org. of Sarc/providence
- 3.84 Operating Agmt of Sarc/providence
- 3.85 Art. of Org. Sarc/san Antonio LLC
- 3.86 Operating Agmt of Sarc/san Antonio
- 3.87 Charter of Sarc/savanah, Inc.
- 3.88 Bylaws of Sarc/savanah, Inc.
- 3.89 Charter of Sarc/st. Charles, Inc.
- 3.90 Bylaws of Sarc/st. Charles, Inc.
- 3.91 Charter of Sarc/vincennes, Inc.
- 3.92 Bylaws of Sarc/vincennes, Inc.
- 3.93 Art. of Org. of Sarc/west Houston
- 3.94 Operating Agmt of Sarc/west Houston
- 3.95 Charter of Sarc/worcester, Inc.
- 3.96 Bylaws of Sarc/worcester, Inc.
- 3.97 Charter of Si/dry Creek, Inc.
- 3.98 Bylaws of Si/dry Creek, Inc.
- 3.99 Art. of Org of Smbi Havertown, LLC
- 3.100 Operating Agmt of Smbi Havertown
- 3.101 Art. of Org of Smbi Northstar, LLC
- 3.102 Operating Agmt of Smbi Northstar
- 3.103 Art. of Org of Smbi Ose
- 3.104 Operating Agmt of Smbi Ose
- 3.105 Art. of Org. of Smbi Portsmouth
- 3.106 Operating Agmt of Portsmouth
- 3.107 Art of Org. Smbims Kirkwood, LLC
- 3.108 Operating Agmt of Smbims Kirkwood
- 3.109 Art. of Org. of Smbims 119, LLC
- 3.110 Operating Agmt. of Smbims 119, LLC
- 3.111 Charter of Smbims Birmingham, Inc.
- 3.112 Bylaws of Smbims Birmingham, Inc.
- 3.113 Art. of Org. of Smbims Durango, LLC
- 3.114 Operating Agmt. of Smbims Durango
- 3.115 Art. of Org. of Smbims Elk River
- 3.116 Operating Agmt of Smbims Elk River
- 3.117 Art. of Org. of Smbims Florida I
- 3.118 Operating Agmt of Smbims Florida I
- 3.119 Art. of Org of Smbims Greenville
- 3.120 Operating Agmt of Smbims Greenville
- 3.121 Art. of Org. of Smbims Maple Grove
- 3.122 Operating Agmt of Smbims Maple Grove
- 3.123 Art. of Org of Smbims Novi, LLC
- 3.124 Operating Agmt. Smbims Novi, LLC
- 3.125 Art. of Org. Smbims Orange City
- 3.126 Operating Agmt of Smbims Orange City
- 3.127 Charter of Smbims Steubenville
- 3.128 Bylaws of Smbims Steubenville
- 3.129 Art. of Org. Smbims Tampa, Inc.
- 3.130 Operating Agmt. of Smbims Tampa
- 3.131 Art. of Org. Smbims Temple
- 3.132 Operating Agmt of Smbims Temple, LLC
- 3.133 Charter of Smbims Tuscaloosa, Inc
- 3.134 Bylaws of Smbims of Tuscalossa, Inc
- 3.135 Articles of Organization of Smbims of Wichita, LLC
- 3.136 Operating Agmt of Smbims of Wichita, LLC
- 3.137 Articles of Organization of Smbiss Arcadia, LLC
- 3.138 Operating Agreement of Smbiss, LLC
- 3.139 Articles of Organization of Smbiss Beverly Hills,
- 3.140 Operating Agreement of Smbiss Beverly Hills, LLC
- 3.141 Articles of Organization of Smbiss Chesterfield, L
- 3.142 Operating Agreement of Smbiss of Chesterfield, LLC
- 3.143 Articles of Organization of Smbiss Encino, LLC
- 3.144 Operating Agreement of Smbiss Encino, LLC
- 3.145 Articles of Organization of Smbiss Irvine, LLC
- 3.146 Operating Agreement of Smbiss Irvine
- 3.147 Articles of Organization of Smbiss Roswell
- 3.148 Operating Agreement of Smbiss Roswell, LLC
- 3.149 Articles of Organization of Sandy Springs, LLC
- 3.150 Operating Agreement of Smbiss Sandy Springs
- 3.151 Articles of Organization of Smbiss Thousand Oaks,
- 3.152 Operating Agreement of Smbiss Thousand Oaks, LLC
- 3.153 Articles of Incorp of Surgicare of Deland, Inc.
- 3.154 Bylaws of Surgicare of Deland, Inc.
- 3.155 Charter of Symbion Ambulatory Resource Centres, In
- 3.156 Bylaws of Symbion Ambulatory Resource Centres, Inc
- 3.157 Charter of Symbion Imaging, Inc.
- 3.158 Bylaws of Symbion Imaging, Inc.
- 3.159 Charter of Symbion Arc MGMT SVS, As Amend.
- 3.160 Bylaws of Symbionarc MGMT SVS, As Amend.
- 3.161 Art. of Org. Symbionarc Support SVS LLC
- 3.162 Operating Agmt of Symbionarc Support SVS
- 3.163 Articles of Inc./texarkana Surgery Center
- 3.164 Bylaws of Texarkana Surgery Center GP, Inc.
- 3.165 Charter of Uniphy Healthcare/eugene/springfield
- 3.166 Bylaws of Uniphy Healthcare/eugene/springfield
- 3.167 Art. of Org./uniphy Healthcare/johnson City VI,
- 3.168 Oper. Agmt/uniphy Healthcare/johnson City VI, LLC
- 3.169 Charter of Uniphy Healthcare of Louisville, Inc.
- 3.170 Bylaws of Uniphy Healthcare of Louisville, Inc.
- 3.171 Charter of Uniphy Healthcare of Maine I, Inc.
- 3.172 Bylaws of Uniphy Healthcare of Maine I, Inc.
- 3.173 Articles of Conversion of Uniphy Healthcare
- 3.174 Single Member Operating Agreement
- 3.175 Charter of Uniphy Healthcare of Memphis II, Inc.
- 3.176 Bylaws of Uniphy Healthcare of Memphis II, Inc.
- 3.177 Cert. of Form. of Uniphy Healthcare of Memphis II
- 3.178 Oper Agree of Uniphy Healthcare of Memphis III
- 3.179 Cert. of Form. of Uniphy Healthcare of Memphis IV
- 3.180 Oper. Agree. of Uniphy Healthcare of Memphis IV
- 3.181 Articles of Incorporation of Vasc, Inc.
- 3.182 Bylaws of Valley Ambulatory Surgery Center
- 3.183 Cert. of Incorporation of Village Surgicenter, Inc
- 3.184 Bylaws of Village Surgicenter, Inc.
- 3.185 Limited Liability Co. Agree. of Northstar Hospital
- 3.186 Certificate of Formation of Northstar Hospital
- 4.1 Symbion, Inc. Indenture Dated As of June 3, 2008
- 4.3 Registration Rights Agree Dated As of June 3, 2007
- 4.4 First Supplemental Indenture
- 5.1 Opinion of Waller Lansden Dortch
- 8.1 Tax Opinion of Waller Lansden Dortch
- 10.1 Employment Agree. Richard E. Francis JR.
- 10.2 Employment Agree. Clifford G. Adlerz
- 10.3 Credit Agreement Dated As of August 23, 2007
- 10.6 2007 Equity Incentive Plan
- 10.7 Symbion, Inc. Executive Change In Control Severanc
- 10.8 Compensatory Equity Participation Plan
- 10.9 Shareholders Agreement Dated As of Aug. 23, 2007
- 10.10 Advisory Services and Monitoring Agreement
- 10.11 Employee Contribution Agreement
- 12.1 Statement of Computation of Ratio of Earnings
- 21.1 Subsidiaries of the Registrant
- 23.2 Consent of E & Y
- 25.1 Statement on Form T-1 of U.S. Bank
- 99.1 Exhibit 99.1
- 99.2 Exhibit 99.2
- CORRESP Corresp
Exhibit 3.104
OPERATING AGREEMENT
OF
SMBI OSE, LLC
This Operating Agreement (the “Agreement”) of SMBI OSE, LLC, an Alabama limited liability company (the “Company”), is entered into by and between SMBIMS Tuscaloosa, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of January 30, 2008.
WHEREAS, the Member desires to form the Company as a limited liability company in accordance with the Alabama Limited Liability Company Act (as amended, the “Act”);
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Organization. On January 30, 2008, the Company was formed as an Alabama limited liability company by the filing of Articles of Organization in the office of the Secretary of State of Alabama (the “Articles”).
Section 2. Registered Office; Registered Agent. The registered office of the Company in the State of Alabama will be the initial registered office designated in the Articles or such other office (which need not be a place of business of the Company) as the Member may designate from time to time in the manner provided by law. The registered agent of the Company in the State of Alabama will be the initial registered agent designated in the Articles or such other person as the Member may designate from time to time in the manner provided by law. The principal office of the Company will be at such location as the Member may designate from time to time, which need not be in the State of Alabama.
Section 3. Powers. The Company will have all powers permitted to be exercised by a limited liability company organized in the State of Alabama.
Section 4. Term. The Company commenced on the date the Articles were filed with the Secretary of State of Alabama, and will continue in existence until terminated pursuant to this Agreement.
Section 5. Fiscal Year. The fiscal year of the Company for financial statement and federal income tax purposes will end on December 31 unless otherwise determined by the Member.
Section 6. Authorized Units. The Company shall be authorized to issue up to 1,000 Units of membership interest in the Company or such greater or lesser number as the Member may determine from time to time. Schedule A sets forth the number of Units owned by the Member, which represent 100% of the membership interests in the Company.
Section 7. New Members. No person may be admitted as a member of the Company without the approval of the Member.
Section 8. Liability to Third Parties. The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.
Section 9. Capital Contributions. On or before the date hereof, the Member has made a capital contribution in cash to the Company in the amount of $10.00. The Member will not be required to make any additional capital contributions to the Company except as may otherwise be agreed to by the Member.
Section 10. Distributions. Distributions will be made by the Company to the Member at such times as may be determined by the Member.
Section 11. Management. The power and authority to manage, direct and control the Company will be vested solely in the Member.
Section 12. Officers. The Member may, from time to time, designate one or more individuals to be officers of the Company, with such titles as the Member may assign to such individuals. The initial officers of the Company will be a President and a Secretary, as more specifically provided below. Officers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any officer may resign as such at any time by providing written notice to the Company. Any officer may be removed as such, either with or without cause, by the Member, in its sole discretion. Any vacancy occurring in any officer position of the Company may be filled by the Member. The officers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.
Section 13. President. The President will, subject to the control of the Member, have general supervision, direction and control of the business and affairs of the Company. Subject to the control of the Member, the President will have the general powers and duties of management usually vested in the office of president and chief executive officer of corporations, and will have such other powers and duties as may be prescribed by the Member.
Section 14. Secretary. The Secretary will, subject to the control of the Member, prepare and keep the minutes of the proceedings of the Company in books provided for that purpose, see that all notices are duly given in accordance with the provisions of the Act, be custodian of the Company records, and will have the general powers and duties usually vested in the office of secretary of corporations, and will have such other powers and duties as may be prescribed by the Member.
Section 15. Indemnification. The Company shall indemnify any individual who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an officer of the Company against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred by such individual in connection with such action, suit or proceeding, to the full extent permitted by applicable law.
2
The right to indemnification conferred in this Section 16 includes the right of such individual to be paid by the Company the expenses incurred in defending any such action in advance of its final disposition (an “Advancement of Expenses”); provided, however, that the Company will only make an Advancement of Expenses upon delivery to the Company of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it is ultimately determined that such indemnitee is not entitled to be indemnified under this Section 15 or otherwise.
Section 16. Tax Matters Partner. The Member will be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.
Section 17. Dissolution. The Company will dissolve and its affairs will be wound up as may be determined by the Member, or upon the earlier occurrence of any other event causing dissolution of the Company under the Act. In such event, the Member will proceed diligently to wind up the affairs of the Company and make final distributions, and will cause the existence of the Company to be terminated.
Section 18. Amendment or Modification. This Agreement may be amended or modified from time to time only by a written instrument that is executed by the Member.
Section 19. Binding Effect. This Agreement will be binding on and inure to the benefit of the Member and its successors and assigns.
Section 20. Governing Law. This Agreement is governed by and will be construed in accordance with the law of the State of Alabama without regard to the conflicts of law principles thereof.
3
IN WITNESS THEREOF, the parties hereto have executed this Agreement effective as of the date set forth above.
| COMPANY |
|
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| SMBI OSE, LLC |
|
|
|
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| /s/ Teresa F. Sparks |
| Teresa F. Sparks, Vice President |
|
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|
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| MEMBER: |
|
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| SMBIMS TUSCALOOSA, INC. |
|
|
|
|
| /s/ Teresa F. Sparks |
| Teresa F. Sparks, Vice President |
4
SCHEDULE A
Member and Business Address |
| Capital Contribution |
| Units |
| |
|
|
|
|
|
| |
SMBIMS Tuscaloosa, Inc. |
| $ | 100 |
| 1,000 |
|
40 Burton Hills Boulevard |
|
|
|
|
| |
Suite 500 |
|
|
|
|
| |
Nashville, TN 37215 |
|
|
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| |
5