Exhibit 3.7
LIMITED LIABILITY COMPANY
AGREEMENT
OF
VENTAS LP REALTY, L.L.C.
This Limited Liability Company Agreement (this "Agreement") entered
into as of this 30th day of March, 1998 by Vencor, Inc., a Delaware
corporation, as member (the "Member"), which Member does hereby form a
limited liability company pursuant to the Delaware Limited Liability
Company Act (the "Act") upon the following terms and conditions.
1. Name. The name of the limited liability company formed hereby is
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Ventas LP Realty, L.L.C. (the "Company").
2. Purpose. The Company is formed for the object and purpose of, and
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the nature of the business to be conducted and promoted by the
Company is, engaging in any lawful act 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
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Company in the State of Delaware is The Corporation Trust Company, 1209
Orange Street, Wilmington, New Castle County, Delaware 19801.
4. Registered Agent. The name and address of the registered agent of
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the Company for service of process on the Company in the
State of Delaware is The Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801.
5. Members. The name of the Member is as set forth above in the
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preamble to this Agreement.
6. Management and Control.
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(a) The Company shall be managed by a "Board of Managers", which shall
have the right, power and authority to conduct the business and affairs of
the Company (whether for the Company itself or where the Company is
acting in its capacity as a direct or indirect member, partner or owner
of any other company or partnership) and do all things necessary to
carry on the business of the Company, and is hereby authorized to take
any action of any kind and to do anything and everything the Board of
Managers deems necessary or appropriate in accordance with the
provisions of this Agreement and applicable law.
(b) The Board of Managers shall have the full and exclusive right,
power and authority to act on behalf of the Company (whether the Company is
acting in its own behalf or in its capacity as a direct or indirect
member, partner or owner of any other company).
(c) The Board of Managers is hereby authorized to appoint one or more
officers of the Company (each, an "Officer"), including, without
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limitation, a President, a Secretary, one or more Vice Presidents and one
or more Assistant Secretaries and Assistant Vice Presidents. Each such
Officer shall have delegated to him or her the authority and power to
execute and deliver on behalf of the Company (and to cause the Company to
perform) any and all such contracts, certificates, agreements, instruments
and other documents, and to take any such action, as the Board of Managers
deems necessary or appropriate, all as may be set forth in a written
delegation of authority executed by the Board of Managers. In addition,
unless the Board of Managers decides otherwise, if the title given to such
Officer is one commonly used for officers of a business corporation formed
under the Delaware General Corporation Law, the assignment of such title
shall constitute the delegation to such person of the authorities and
duties that are normally associated with that office. The Officers shall
sever at the pleasure of the Board of Managers, and the Board of Managers
may remove any person as an Officer and/or appoint additional persons as
Officers, as the Board of Managers deems necessary or desirable. Any person
or entity dealing with the Company may conclusively presume that an Officer
specified in such a written delegation of authority who executes a
contract, certificate, agreement, instrument or other document on behalf of
the Company has the full power and authority to do so and each such
document shall, for all purposes, be duly authorized, executed and
delivered by the Company upon execution by such Officer.
7. Board of Managers. (a) The Board of Managers shall consist of one
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or more managers (each, a "Manager") as determined by the Member. Initially,
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the Board of Managers will consist of W. Bruce Lunsford, Thomas T. Ladt, and
T. Richard Riney.
(b) Each Manager shall serve at the pleasure of the Member. The Board
of Managers shall at all times only consist of the Managers appointed by the
Member.
(c) The Member shall have the power to remover any Manager and/or to
appoint a Manager by delivering notice to the Company, which removal or
appointment shall become effective immediately upon receipt by the Company
of such notice. Vacancies on the Board of Managers shall be filled by the
Member. The Managers shall not have the authority to appoint successor Managers.
(d) The Board of Managers shall meet regularly not less often then
quarterly, unless the Member agrees that the, meeting is unnecessary or that a
different schedule is appropriate. Special meetings of the Board of Managers
may be called by any manager on at least five (5) business days' prior written
notice of the time and place of such meeting; provided, however, that such
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notice requirement shall be deemed waived by any Manager who is present at the
commencement of any such special meeting. Regular and special meetings may be
held at any place designated from time to time by the Company, including
meetings by telephone conference. A majority of Managers shall constitute a
quorum for action; provided, however, that any Manager who is absent from a
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meeting or who abstains from voting with respect to a decision submitted
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to the Board of Managers shall be deemed to have cast a vote against approval of
such matter.
(ii) Actions taken or approved by the Board of Managers will be
evidenced by a written resolution prepared within ten (10) business days of
a meeting of the Board of Managers and approved in writing by the Managers
who were present at such meeting and who adopted such resolutions, it being
understood and agreed that until such time as such resolution shall have
been so approved in writing the Company shall not take any action with
respect to such matter.
(iii) Any action required or permitted to be taken at a meeting of the
Board of Managers may be taken without a meeting if a written consent
setting forth the action so taken is signed (by either manual or facsimile
signature) by all of the Managers. Any such consent may be in one
instrument or in several instruments, and shall have the same force and
effect as a vote of such Managers. An action so taken shall be deemed to
have been taken at a meeting held on the effective date so certified.
Copies of all such written consents shall be sent to the Member and filed
in the Company's records.
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8. Dissolution. The Company shall dissolve, and its affairs shall be
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wound up upon the first to occur of the following: (a) the written consent
of the Board of Managers, (b) the Death, retirement, resignation,
expulsion, bankruptcy or dissolution of the Member or the occurrence of any
other event which terminates the continued membership of the Member in the
Company or (c) the entry of a decree of judicial dissolution under Section
18-802 of the Act.
9. Capital Contributions. The Member has contributed amounts in cash,
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and no other property, to the Company according to the Percentage Interests set
forth on Annex I hereto.
10. Additional Contributions. The Member is not required to make any
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additional capital contribution to the Company. However, the Member may make
additional capital contributions to the Company.
11. Distributions. Distributions shall be made to the Member at the
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times and in the aggregate amounts determined by the Board of Managers.
12. Assignments. The Member may transfer or assign in whole or in part
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its limited liability company interest.
13. Admission of Additional Members. One or more additional Members
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of the Company may be admitted to the Company with the consent of the Member.
14. Liability of Members. The Member shall not have any liability for
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the obligations or liabilities of the Company except to the extent provided
in the Act.
15. Governing Law. This Agreement shall be governed by, and construed
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under, the laws of the State of Delaware, all rights and remedies being
governed by said laws.
16. Treatment for Tax Purposes. The Member hereby agrees to disregard
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the Company as a separate entity for tax purposes.
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IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, has duly executed this Limited Liability Company Agreement as of
the date first above written.
Member: VENCOR, INC.
By: /s/ T. Richard Riney
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Name: T. Richard Riney
Title: Secretary
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ANNEX I
Percentage Interests of the Member
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Vencor, Inc. 100%