EXHIBIT 3.20
GENERAL PARTNERSHIP AGREEMENT
OF
HILL CREST HOSPITAL PARTNERSHIP
AGREEMENT made and entered into as of this the 26th day of January,
1984, between Amisub (Hill Crest), Inc. ("AMISUB"), an Alabama corporation and a
wholly owned subsidiary of American Medical International, Inc. ("AMI"), a
Delaware corporation, and H.C. Corporation ("H.C."), an Alabama corporation and
a wholly owned subsidiary of Healthcare Services of America, Inc. ("HSA"), a
Delaware corporation, the said AMISUB and H.C. being herein referred to as the
Partners.
W I T N E S S E T H:
WHEREAS, THE Partners desire to form a general partnership (the
"Partnership") under the Alabama Partnership Act (Acts 1971, No. 1513, p. 2609,
herein called the "Act") and to enter into a written partnership agreement; and,
WHEREAS, the Partnership desires to acquire from H.C. all of the
rights, title and interest in and to the assets, including the psychiatric
hospital facility (herein called Hill Crest Hospital) of Hill Crest Foundation,
Inc. (the "Foundation"), an Alabama non-profit corporation, which H.C. acquired
from the Foundation pursuant to that certain BUSINESS ASSETS PURCHASE AGREEMENT,
dated November 15, 1983, between Hill Crest Foundation, Inc. and H.C.; and,
WHEREAS, the Partnership desires to operate Hill Crest Hospital now
owned and managed by Hill Crest Foundation, Inc.;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth herein, the parties agree as follows:
ARTICLE I
FORMATION OF GENERAL PARTNERSHIP
The Partners hereby form a general partnership and agree to be partners
for the purpose of acquiring, developing, and managing Hill Crest Hospital as a
psychiatric hospital, and alcohol and drug abuse treatment facility.
ARTICLE II
PARTNERS
The names and addresses of the Partners are as follows:
NAME ADDRESS
---- -------
Amisub (Hill Crest), Inc. c/o American Medical International, Inc.
414 North Camden Drive
Beverly Hills, California 90210
H.C. Corporation, Inc. c/o Healthcare Services of America, Inc.
Park Place Towers
2001 Park Place
Birmingham, Alabama 35203
ARTICLE III
NAME OF PARTNERSHIP
The name of this partnership shall be H. C. Partnership (the
"Partnership").
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ARTICLE IV
PLACE OF BUSINESS
The principal place of business of the Partnership will be located at
Hill Crest Hospital, 6869 South 5th Avenue, Birmingham, Alabama 35212.
ARTICLE V
DURATION OF PARTNERSHIP
The Partnership shall commence on the date first above written and
shall continue until termination as provided for herein or otherwise in
accordance with applicable provisions of the Act.
ARTICLE VI
PARTNERSHIP INTERESTS
The Partners agree to share equally in the profits and losses, and in
the property of the Partnership.
Capital shall be contributed by the Partners as required, in the
minimum amount of One Million Dollars ($1,000,000) each.
ARTICLE VII
MANAGEMENT OF THE PARTNERSHIP
1. (a) Board of Governors. There hereby is created the Hill Crest
Hospital Board of Governors (the "Board") to consist of not less than eight (8)
individual persons comprised of three (3) members to be designated by AMISUB,
three (3) members to be designated by H.C., and during the period of five (5)
years commencing with the date first above written, two (2) members, one of
which shall
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be from the medical staff of Hill Crest Hospital, to be designated from the
Board of Trustees, as composed on the date first above written, of Hill Crest
Foundation, Inc.
The Board shall act in accordance with by-laws prepared and approved by
the Partners, which may be modified or amended from time to time by the
Partners.
Thomas C. Najjar, Jr. shall be one of the members designated by H.C.,
and AMISUB and H.C. agree the said Thomas C. Najjar, Jr. will serve as Chairman
of the Board.
The Board shall advise with the Partners concerning all aspects of the
management of Hill Crest Hospital.
(b) Executive Committee. From time to time, AMISUB will
designate two (2) of the members of the Board and H.C. will designate two (2) of
the members of the Board, said two or more persons to act as agents of the
Partners and to constitute the Executive Committee of the Board. The Executive
Committee shall direct the business and affairs of the Partnership. In case of a
tie vote as to any matter before the Board Executive Committee, an Executive
Committee interim member designated by action of the Executive Committee of AMI,
after HSA has presented to the AMI Executive Committee the HSA view of the
matter giving rise to the tie vote, shall be designated and shall have the
deciding vote. Such AMI designee will resign from the Executive Committee of the
Board immediately after exercising such vote and will not be allowed to vote on
any issues other than those which have previously resulted in a tie.
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(c) Executive Director. AMISUB and H.C. shall, together,
designate an Executive Director of Hill Crest Hospital. The Executive Director
shall manage the day to day operations of Hill Crest Hospital under the
direction of the Executive Committee of the Board.
2. The Partnership, upon joint approval of the Partners, is authorized
to pay compensation to the Partners, or to either of the Partners, for services
rendered to the Partnership.
3. The Partners agree the fundamental principle of the Partnership is
that Hill Crest Hospital will be operated for the best interests of Hill Crest
Hospital and not for the benefit of either of the Partners, except for the
financial return on the capital investment of the Partners and to maximize the
said return on investment.
ARTICLE VIII
ASSIGNMENT
1. During the period of five years commencing with the date first above
written, neither Partner shall sell, assign, hypothecate, or otherwise dispose
of its interest in the Partnership except to the other Partner on terms
acceptable to both Partners. Notwithstanding the foregoing, during such five
year period, HSA, with the prior approval, in writing, of AMI, may sell, assign,
hypothecate, or otherwise dispose of its respective interest in the Partnership
to a third party, provided the rights of such third party as a Partner are
subject and subordinate to the rights of AMI in the Partnership and provided AMI
approves any purchase in advance in
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writing. As soon as practicable after the end of such five year period, AMI
agrees to purchase the Partnership interest of H.C. at an aggregate price,
payable in cash, determined as follows, provided, said price shall not be less
than the total net cash investment (net of distributions and other returns of
capital of H.C.) in the Partnership interest of H.C.: MULTIPLY (x) an amount
equal to the aggregate earnings of the Partnership allocable to H.C. for the
most recent 12 month accounting period, with such earnings restated downward to
the amount they would be if they were corporate earnings subject to federal and
state taxes, by (y) the average price to earnings ratio of AMI common stock, as
reported in The Wall Street Journal, during the 24 month period immediately
preceding the date of such determination; and, SUBTRACT (z) an amount equal to
25% of the product thus obtained.
2. In recognition of the fact that AMI and HSA have jointly and
severally guaranteed the $12.5 million loan obtained by the Partnership from
Bank of America, in the event that either or both AMI or HSA is required to make
any payment pursuant to that guarantee obligation or otherwise make additional
contributions to the capital of the Partnership then AMI and HSA shall make
equal payment of such amount, pari passu. Failure by either HSA or AMI to pay
its required on-half share of such amount shall constitute a forfeiture of such
party's interest in the Partnership to the contributing party, with no
consideration or other payment due therefore, and the partnership arrangement
created hereby shall thereupon terminate.
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3. This agreement shall inure to the benefit of, and be binding upon
the parties hereto and upon their respective successors and assigns.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original for all purposes; but such counterparts
shall be deemed to constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals
on the day and year first above written.
AMISUB (Hill Crest), Inc.
By: /s/ E. Jeffrey Taylor
-----------------------------------
Its: Vice President
Attest:
- -----------------------------------
Its
H.C. CORPORATION
By: /s/ Charles A. Speir
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Its: President
Attest:
/s/ Ann D. Jacobs
- -----------------------------------
Its: Assistant Secretary
AMERICAN MEDICAL INTERNATIONAL, INC.
By: /s/ Thomas T. Schleck
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Its: Treasurer
HEALTHCARE SERVICES OF AMERICA, INC.
By: /s/ Charles A. Speir
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Its: President
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