EX-3.174 175 a2187815zex-3_174.htm SINGLE MEMBER OPERATING AGREEMENT

Exhibit 3.174

 

SINGLE MEMBER OPERATING AGREEMENT

 

OPERATING AGREEMENT
OF

UNIPHY HEALTHCARE OF MEMPHIS I, LLC

 

Members

 

 

 

Aggregate
Percentage Interest

 

Cash Contributed or Agreed
Value of Other Property or

Name, Address, SSN

 

Financial

 

Governance

 

Services Contributed

Symbion, Inc.
40 Burton Hills Blvd.
Suite 500
Nashville, Tennessee 37215

 

100

%

100

%

$

 

 

 

 

 

 

 

FEIN: 62-1625480

 

 

 

 

 

 

 

 

 

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

 

 

 

  /s/ R. Dale Kennedy

 

Secretary

 

1



 

SINGLE MEMBER OPERATING AGREEMENT

 

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

 

Parties to Contribution Agreements

 

Name, Address, SS#

 

Class of Membership Interest
and Percentage Interest to be
Acquired

 

Amount of Cash or Value of
Property or Services Required to
be Contributed

 

Time at Which Contribution is
Required to be Made

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

 

 

 

  /s/ R. Dale Kennedy

 

Secretary

 

2



 

SINGLE MEMBER OPERATING AGREEMENT

 

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

 

Parties to Contribution Allowance Agreements

 

Name, Address, SS#

 

Class of Membership Interest
and Percentage Interest Able
to be Acquired

 

Amount of Cash or Value of Property
or Services that must be Contributed to
Acquire Interest

 

Time at Which
Contribution is to be
Made

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

 

 

 

  /s/ R. Dale Kennedy

 

Secretary

 

3



 

SINGLE MEMBER OPERATING AGREEMENT

 

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

 

Assignees of Financial Rights

 

Name, Address, SS#

 

Name of
Assignor

 

Amount of Financial Rights Assigned

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ATTEST: The above information is true,
complete and correct this the 29 day of
December, 2004.

 

 

 

  /s/ R. Dale Kennedy

 

Secretary

 

4



 

SINGLE MEMBER OPERATING AGREEMENT

 

UNIPHY HEALTHCARE OF MEMPHIS I, LLC
OPERATING AGREEMENT

 

Managers

 

Chief Manager and President:

 

Gregg Stanley

 

 

 

Chief Financial Officer,

 

 

Secretary and Treasurer:

 

Darrell Naish

 

 

 

Chief Development Officer

 

 

and Sr. Vice President:

 

William V. B. Webb

 

 

 

Vice President

 

Kenneth C. Mitchell

 

 

 

Governors:

 

Clifford G. Adlerz

 

 

R. Dale Kennedy

 

 

Kenneth C. Mitchell

 

 

 

Principal Executive Office:

 

40 Burton Hills Blvd.

 

 

Suite 500

 

 

Nashville, Tennessee 37215

 

Except as provided herein, the LLC shall be controlled by the default rules of the Act and the provisions of the Articles. The LLC shall be board-managed. The Membership Interests (Financial Rights and Governance Rights) are as set forth herein. In order to make a distribution greater than the amount required to pay federal income taxes on the income of the LLC, all distributions shall require the consent of a majority of the Governors. There shall, to the extent reasonably possible, be annual distributions equal to the federal tax on the taxable income of the LLC. Membership Interests and Financial Rights may only be assigned upon the Majority Vote of the Governors. New Members may only be admitted on a Majority Vote of the Governors. For these purposes, “Majority Vote” shall mean a majority of the Governance Rights entitled to vote on the matter, or with respect to Governors, a majority in number of Governors entitled to vote, whether or not present at a meeting. The only dissolution events shall be the having of no Members or a Majority Vote of the Members to dissolve the LLC.

 

This the 29th day of December, 2004.

 

 

SYMBION, INC.

 

 

 

By:

/s/ Kenneth C. Mitchell

 

Kenneth C. Mitchell

 

Chief Financial Officer and

 

Senior Vice President of Finance

 

 

 

 

ATTEST: The above information is true, complete and correct this the 29 day of December, 2004.

 

 

 

 

 

/s/ R. Dale Kennedy

 

 

Secretary

 

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