EXHIBIT 3.52
LIMITED LIABILITY COMPANY AGREEMENT
OF
IASIS FINANCE TEXAS HOLDINGS, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (the "Agreement") of IASIS
Finance Texas Holdings, LLC (the "Company") dated as of this 30th day of June,
2004, by IASIS Finance Inc., a Delaware corporation, as the sole member of the
Company (the "Member").
RECITAL
The Member has formed the Company as a limited liability company under
the laws of the State of Delaware and desires to enter into a written agreement,
in accordance with the provisions of the Delaware Limited Liability Company Act
and any successor statute, as amended from time to time (the "Act"), governing
the affairs of the Company and the conduct of its business.
ARTICLE 1
The Limited Liability Company
1.1 Formation. The Member has previously formed the Company as a
limited liability company pursuant to the provisions of the Act. A certificate
of formation for the Company as described in Section 18-201 of the Act (the
"Certificate of Formation") has been filed in the Office of the Secretary of
State of the State of Delaware in conformity with the Act. Express authorization
is hereby given to Eric Kolodner for the exclusive purpose of executing the
Certificate of Formation of the Company which has been filed in the Office of
the Secretary of State of Delaware.
1.2 Name. The name of the Company shall be "IASIS Finance Texas
Holdings, LLC" and its business shall be carried on in such name with such
variations and changes as the Member shall determine or deem necessary to comply
with requirements of the jurisdictions in which the Company's operations are
conducted.
1.3 Business Purpose; Powers. The Company is formed for the purpose of
engaging in any lawful business, purpose or activity for which limited
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liability companies may be formed under the Act. The Company shall possess and
may exercise all the powers and privileges granted by the Act or by any other
law or by this Agreement, together with any powers incidental thereto, so far as
such powers and privileges are necessary or convenient to the conduct, promotion
or attainment of the business purposes or activities of the Company.
1.4 Title to Company Property. Legal title to all property of the
Company shall be held and vested and conveyed in the name of the Company and no
real or other property of the Company shall be deemed to be owned by the Member
individually. The Common Interests (as hereinafter defined) of the Member shall
constitute personal property.
1.5 Registered Office and Agent. The location of the registered office
of the Company shall be 1209 Orange Street, in the City of Wilmington, County of
New Castle. The Company's Registered Agent at such address shall be the
Corporation Trust Company.
1.6 Term. Subject to the provisions of Article 6 below, the Company
shall have perpetual existence.
ARTICLE 2
The Member
2.1 The Member. The name and address of the Member is as follows:
Name Address
---- -------
IASIS Finance Inc. 117 Seaboard Lane, Franklin, TN 37067
2.2 Actions by the Member; Meetings. The Member may approve a matter or
take any action at a meeting or without a meeting by the written consent of the
Member. Meetings of the Member may be called at any time by the Member.
2.3 Liability of the Member. All debts, obligations and liabilities of
the Company, whether arising in contract, tort or otherwise, shall be solely the
debts, obligations and liabilities of the Company, and the Member shall not be
obligated personally for any such debt, obligation or liability of the Company
solely by reason of being a member.
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2.4 Power to Bind the Company. The Member (acting in its capacity as
such) shall have the authority to bind the Company to any third party with
respect to any matter.
2.5 Admission of Members. New members shall be admitted only upon the
approval of the Member.
ARTICLE 3
Management by the Member
3.1 Management By the Member. The management of the Company is fully
reserved to the Member, and the Company shall not have "managers," as that term
is used in the Act. The powers of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the direction of, the Member, who shall make all decisions and take all actions
for the Company. In managing the business and affairs of the Company and
exercising its powers, the Member shall act through resolutions adopted in
written consents. Decisions or actions taken by the Member in accordance with
this Agreement shall constitute decisions or action by the Company and shall be
binding on the Company.
3.2 Officers and Related Persons. The Member shall have the authority
to appoint and terminate officers of the Company and retain and terminate
employees, agents and consultants of the Company and to delegate such duties to
any such officers, employees, agents and consultants as the Member deems
appropriate, including the power, acting individually or jointly, to represent
and bind the Company in all matters, in accordance with the scope of their
respective duties.
ARTICLE 4
Capital Structure and Contributions
4.1 Capital Structure and Initial Capital Contribution. The capital
structure of the Company shall consist of one class of common interests (the
"Common Interests"). All Common Interests shall be identical with each other in
every respect. The Member shall make an initial capital contribution of
$1,000.00 in exchange for all of the Common Interests issued and outstanding on
the date hereof.
4.2 Additional Capital Contributions. From time to time, the Member may
determine that the Company requires additional capital and may make capital
contribution(s) in an amount determined by the Member. A capital account
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shall be maintained for the Member, to which contributions and profits shall be
credited and against which distributions and losses shall be charged.
ARTICLE 5
Profits, Losses and Distributions
5.1 Profits and Losses. For financial accounting and tax purposes, the
Company's net profits or net losses shall be determined on an annual basis in
accordance with the manner determined by the Member in accordance with
applicable law. In each year, profits and losses shall be allocated entirely to
the Member.
5.2 Distributions. The Member shall determine profits available for
distribution and the amount, if any, to be distributed to the Member, and shall
authorize and distribute on the Common Interests, the determined amount when, as
and if declared by the Member. The distributions of the Company shall be
allocated entirely to the Member.
ARTICLE 6
Events of Dissolution
6.1 The Company shall be dissolved and its affairs wound up upon the
occurrence of any of the following events (each, an "Event of Dissolution"):
(a) The Member votes for dissolution; or
(b) A judicial dissolution of the Company under Section 18-802 of
the Act.
No other event, including the retirement, insolvency, liquidation, dissolution,
insanity, expulsion, bankruptcy, death, incapacity or adjudication of
incompetency of a Member, shall cause the Company to be dissolved.
ARTICLE 7
Transfer of Interests in the Company
7.1 The Member may sell, assign, transfer, convey, gift, exchange or
otherwise dispose of any or all of its Common Interests and, upon receipt by the
Company of a written agreement executed by the person or entity to whom such
Common Interests are to be transferred agreeing to be bound by the terms of this
Agreement, such person shall be admitted as a member.
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ARTICLE 8
Exculpation and Indemnification
8.1 Exculpation. Notwithstanding any other provisions of this
Agreement, whether express or implied, or any obligation or duty at law or in
equity, none of the Member, or any officers, directors, stockholders, partners,
employees, affiliates, representatives or agents of any of the foregoing, nor
any officer, employee, representative or agent of the Company (individually, a
"Covered Person" and, collectively, the "Covered Persons") shall be liable to
the Company or any other person for any act or omission (in relation to the
Company, its property or the conduct of its business or affairs, this Agreement,
any related document or any transaction or investment contemplated hereby or
thereby) taken or omitted by a Covered Person, provided such act or omission
does not constitute fraud, willful misconduct or gross negligence.
8.2 Indemnification. To the fullest extent permitted by law, the
Company shall indemnify and hold harmless each Covered Person from and against
any and all losses, claims, demands, liabilities, expenses, judgments, fines,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, civil, criminal, administrative or investigative
("Claims"), in which the Covered Person may be involved, or threatened to be
involved, as a party or otherwise, by reason of its management of the affairs of
the Company or which relates to or arises out of the Company or its property,
business or affairs. A Covered Person shall not be entitled to indemnification
under this Section 8.2 with respect to (i) any Claim with respect to which such
Covered Person has engaged in fraud, willful misconduct or gross negligence or
(ii) any Claim initiated by such Covered Person unless such Claim (or part
thereof) (A) was brought to enforce such Covered Person's rights to
indemnification hereunder or (B) was authorized or consented to by the Member.
Expenses (including attorneys' fees) incurred by a Covered Person in defending
any Claim shall be paid by the Company in advance of the final disposition of
such Claim upon receipt by the Company of an undertaking by or on behalf of such
Covered Person to repay such amount if it shall be ultimately determined that
such Covered Person is not entitled to be indemnified by the Company as
authorized by this Section 8.2.
8.3 Amendments. Any repeal or modification of this Article VIII by the
Member shall not adversely affect any rights of such Covered Person pursuant to
this Article VIII, including the right to indemnification and to the advancement
of expenses of a Covered Person existing at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such
repeal or modification.
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The right to indemnification provided in this Article VIII is in addition to,
and not in lieu of, any other rights of indemnification of any Covered Person,
whether by the organizational documents of any affiliate of the Company, by
contract, or otherwise.
ARTICLE 9
Miscellaneous
9.1 Tax Treatment. Unless otherwise determined by the Member, the
Company shall be a disregarded entity for U.S. federal income tax purposes (as
well as for any analogous state or local tax purposes to the extent permitted by
applicable law), and the Member and the Company shall timely make any and all
necessary elections and filings for the Company to be treated as a disregarded
entity for U.S. federal income tax purposes (as well as for any analogous state
or local tax purposes).
9.2 Amendments. Amendments to this Agreement and to the Certificate of
Formation shall be approved in writing by the Member. An amendment shall become
effective as of the date specified in the approval of the Member or if none is
specified as of the date of such approval or as otherwise provided in the Act.
9.3 Severability. If any provision of this Agreement is held to be
invalid or unenforceable for any reason, such provision shall be ineffective to
the extent of such invalidity or unenforceability; provided, however, that the
remaining provisions will continue in full force without being impaired or
invalidated in any way unless such invalid or unenforceable provision or clause
shall be so significant as to materially affect the expectations of the Member
regarding this Agreement. Otherwise, any invalid or unenforceable provision
shall be replaced by the Member with a valid provision which most closely
approximates the intent and economic effect of the invalid or unenforceable
provision.
9.4 Successors. This Agreement shall be binding as to the executors,
administrators, estates, heirs and legal successors, or nominees or
representatives, of the Member.
9.5 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws thereof.
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9.6 Limited Liability Company. The Member intends to form a limited
liability company and does not intend to form a partnership under the laws of
the State of Delaware or any other laws.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as
of the day first above written.
IASIS FINANCE INC.
By: /s/ Frank A. Coyle
-------------------------------------
Name: Frank A. Coyle
Title: Secretary