Operating Agreement (2011)Full Document 

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This Operating Agreement (the “Agreement”) of EMS Offshore Medical Services, LLC, a Delaware limited liability company (the “Company”), is made as of April 21, 2009, by those persons or entities set forth on Exhibit A hereto, which may be amended from time to time as set forth herein (each a “Member” and collectively the “Members”).


NOW, THEREFORE, the parties agree as follows:


1.                                      Name.  The name of the Company is EMS Offshore Medical Services, LLC.


2.                                      Purposes and Powers.  The Company is organized for the purpose of engaging in any lawful act or activity for which a limited liability company may be organized under the laws of the State of Delaware.


3.                                      Term.  The Company commenced upon the filing of the Company’s Certificate of Formation in the Office of the Secretary of State of the State of Delaware and shall continue until the Manager (as defined below) consents to the Company’s dissolution.


4.                                      Members; Capital Commitments; Membership Units.  The economic interests in the Company shall be represented by membership interest units (the “Units”).  The Member’s interest in the Company, including the Member’s interest in income, gains, losses, deductions and expenses of the Company and the right to vote on certain matters as provided in this Agreement, shall be represented by the Units owned by the Member.  The ownership of Units shall entitle the Member to allocations of income and loss and other items and distributions of cash and other property as set forth in this Agreement.  Each Unit shall entitle the Member owning such Unit to one vote on any matter voted on by the Members as provided in this Agreement or as required by applicable law.  The name, place of residence and capital commitment (“Capital Commitment”) to the Company of the Member and the number of Units held by the Member are set forth on Exhibit A attached hereto and incorporated herein by reference.  Upon the consent of the Manager, the Company may issue additional Units, provided, however, that no person or entity shall become a Member unless and until such person or entity has explicitly accepted, assumed and agreed to be subject to and bound by all of the terms, obligations and conditions of this Agreement, as the same may have been further amended.  The Member shall contribute the Member’s Capital Commitment to the Company upon the execution of this Agreement in accordance with Exhibit A. In no event shall the Member be required to contribute any amount in excess of the Member’s Capital Commitment as set forth on Exhibit A.

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