SMBI OSE, LLC
This Operating Agreement (the Agreement) of SMBI OSE, LLC, an
Alabama limited liability company (the Company), is entered into by
and between SMBIMS Tuscaloosa, Inc., a Tennessee corporation (the Member),
and the Company, effective as of January 30, 2008.
WHEREAS, the Member desires to form the Company as a limited liability
company in accordance with the Alabama Limited Liability Company Act (as
amended, the Act);
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Section 1. Organization.
On January 30, 2008, the Company was formed as an Alabama limited
liability company by the filing of Articles of Organization in the office of
the Secretary of State of Alabama (the Articles).
Section 2. Registered
Office; Registered Agent. The registered office of the Company in the State
of Alabama will be the initial registered office designated in the Articles or
such other office (which need not be a place of business of the Company) as the
Member may designate from time to time in the manner provided by law. The
registered agent of the Company in the State of Alabama will be the initial
registered agent designated in the Articles or such other person as the Member
may designate from time to time in the manner provided by law. The principal
office of the Company will be at such location as the Member may designate from
time to time, which need not be in the State of Alabama.
Section 3. Powers.
The Company will have all powers permitted to be exercised by a limited