EX-3.12 9 a2231076zex-3_12.htm EX-3.12

Exhibit 3.12

 

Limited Liability Company Agreement

of

AdvantagePoint Health Alliance — Great Lakes, LLC

 

This Limited Liability Company Agreement of AdvantagePoint Health Alliance — Great Lakes, LLC effective as of August 11, 2016 (this “Agreement”) is entered into by AdvantagePoint Health Alliance, LLC, its sole member (the “Member”).

 

WHEREAS, the Member desires to form a limited liability company under and subject to the laws of the State of Delaware for the purpose described below; and

 

WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms of such limited liability company and its rights and obligations with respect thereto;

 

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other good and valuable consideration, the Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and hereby agrees as follows:

 

1.                                      Name. The name of the limited liability company shall be AdvantagePoint Health Alliance — Great Lakes, LLC (the “Company”).

 

2.                                      Purpose. The purposes of the Company (whether directly or indirectly through one or more subsidiaries) are to carry on any lawful business, purpose 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.                                      Member and Capital Contribution. The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein.

 

The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

 

4.                                      Powers. The business and affairs of the Company shall be managed by the Member. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. The Member may, from time to time, designate one or more individuals to be officers of the Company. The officers of the Company shall have such authority and perform such duties in the management of the Company as may be determined by the Member or as provided herein or under the Act.

 

5.                                      Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

 


 

6.                                      Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member.

 

7.                                      Distributions. Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

 

8.                                      Resignation. The Member shall not resign from the Company (other than pursuant to a transfer of the Member’s entire limited liability company interest in the Company to a single substitute member, including pursuant to a merger agreement that provides for a substitute member pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.

 

9.                                      Assignment and Transfer. The Member may assign or transfer in whole but not in part its limited liability company interest to a single acquiror.

 

10.                               Admission of Substitute Member. A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

 

11.                               Liability of Member and Managers. Neither the Member nor any manager shall have any liability for the obligations or liabilities of the Company except to the extent provided herein or in the Act.

 

12.                               Indemnification. The Company shall indemnify and hold harmless each officer and the Member and its partners, shareholders, officers, directors, managers, employees, agents and representatives and the partners, shareholders, officers, directors, managers, employees, agents and representatives of such persons to the fullest extent permitted by the Act.

 

13.                               Amendment. This Agreement may be amended from time to time with the consent of the Member.

 

14.                               Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of August 11, 2016.

 

 

 

AdvantagePoint Health Alliance, LLC

 

 

 

 

 

 

 

By:

/s/ Kathy Teague

 

Name:

Kathy Teague

 

Title :

Assistant Secretary

 


 

Exhibit A

 

Member and Business Address

 

Capital Contribution

 

Limited Liability Company
Interest

 

AdvantagePoint Health Alliance, LLC

 

$

1,000

 

100

%

330 Seven Springs Way

 

 

 

 

 

Brentwood, TN 37027