Operating Agreement [Amended and Restated] (2011)Full Document 

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AMENDED AND RESTATED OPERATING AGREEMENT
FOR
MISSION CARE OF MISSOURI, LLC

This Amended and Restated Operating Agreement (the "Restated Agreement") of MISSION CARE OF MISSOURI, LLC (the "Company") is made as of December 1, 2005 and, by execution below, is adopted by the Manager of the sole Member, Mission Cares Services, LLC, a Missouri limited liability company (hereinafter referred to as "Member").

RECITALS

WHEREAS, the Company previously adopted an operating agreement which no longer reflects the goals and intent of the current membership in relation to the conduct of the business and affairs of the Company;

WHEREAS, the sole Member and the Company, as a limited liability company in accordance with the provisions of the laws of the State of Missouri governing limited liability companies (the "L.L.C. Act"), desires to adopt this Restated Agreement in relation to the conduct of the business and affairs of the Company.

NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Restated Agreement, the Member agrees to operate the Company as follows:

ARTICLE I
REGISTERED AGENT OFFICES, NAME, REGISTERED AGENT

SECTION 1.01.   Principal Office.  The principal office of the Company shall be located at 2500 Adie Road, Maryland Heights, Missouri or such other place within or without the State of Missouri as may be determined by the Company manager ("Manager") from time to time.

SECTION 1.02.   Name.  The name of the Company shall be as stated in the Articles of Organization, as amended from time to time.  As of the date of this Restated Agreement, the name is MISSION CARE OF MISSOURI, LLC.

SECTION 1.03.   Registered Agent and Office.  The Company’s registered agent and registered office shall be as stated in the Articles of Incorporation, as amended from time to time.  As of the date of this Restated Agreement, the Company’s registered agent is Rodney L. Washburn and the registered office is 2500 Adie Road, Maryland Heights, Missouri 63043.



ARTICLE II
RECORDS

SECTION 2.01.   Company Records.  The Manager shall maintain the following records:

(i)                                     A current and a past list, setting forth the full name and last known mailing address of the Manager, each Initial Member and each additional Member (individually, an "Additional Member" and, together with the Initial Members, individually, a "Member" and collectively, the "Members") set forth in alphabetical order and, with respect to each Member, the number of Units (as defined in Section 4.04) held by it, him or her;

(ii)                                  A copy of the Articles of Organization and all articles of amendment thereto, together with any executed powers of attorney pursuant to which any articles of amendment have been executed;

(iii)                               Copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years or, if such returns and reports were not prepared for any reason, copies of the information and records provided to, or which should have been provided to, the Members to enable them to prepare their federal, state and local tax returns for such period;

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