exv4w1



 




Exhibit 4.1

AMENDED AND RESTATED

ARTICLES OF ORGANIZATION

OF

RURAL HOSPITAL ACQUISITION, L.L.C.




     Rural Hospital Acquisition, L.L.C., an Oklahoma limited liability company (the
“Company”) formed pursuant to the provisions of the Oklahoma Limited Liability Company Act,
Okla. Stat. Tit. 18, §2000 et seq. (the “Act”), on April 24, 2007 by filing its original Articles
of Organization, desiring to amend and restate its original Articles of Organization, does hereby
execute the following Amended and Restated Articles of Organization for the Company:


I. AMENDED ARTICLES. The original Articles of Organization of the Company are amended as
follows:





	A.	 	Article V is hereby deleted in its entirety and replaced with the following:
	 
	 	 	“The equity ownership of the Company will be expressed in term of number of Units of the
Company (“Units”) held by an individual or entity. The Units will be of two
classes, Voting Units and Non-Voting Units, with differing rights as provided in the Amended
and Restated Operating Agreement of the Company, dated October 30, 2007 (the “Operating
Agreement”). The authorization or issuance of any new Units will require approval by
holders of seventy-five percent (75%) of the outstanding Voting Units of the Company by
vote, written consent, or other method approved in the Operating Agreement.”
	 
	B.	 	The following Article VI is hereby added:
	 
	 	 	“Except and to the extent otherwise provided in the Operating Agreement, the Company is to
be manager-managed by a board of managers (the “Managers”). Except and to the
extent otherwise provided in the Operating Agreement, the board of Managers will consist of:
two managers appointed by Surgical Center Acquisition Holdings, Inc. (“SCAH”) or its
permitted successors under the Operating Agreement, two managers appointed by Carol Schuster
or her permitted successors under the Operating Agreement, and a fifth director mutually
agreed upon by SCAH or its permitted successors under the Operating Agreement, on the one
hand, and Carol Schuster or her permitted successors under the Operating Agreement, on the
other. The Managers will have all authority conferred or set forth in the Act and the
Operating Agreement, provided, however, that the following actions shall require the
approval of 80% of the Managers:






	 	1.	 	Divesting and/or selling any assets greater than $25,000 in value;
	 
	 	2.	 	Hiring and/or terminating any Company executives;
	 
	 	3.	 	Selling, liquidating, consolidating, reorganizing, merging or otherwise
engaging in any Change of Control Transaction. “Change of Control Transaction”
means mean (a) a sale, lease or other transfer of all or substantially all of the
assets of the Company, (b) a reorganization, merger, or consolidation of the Company
with or into any other limited liability company or entity, or an acquisition of the




 









 












	 	 	 	Company effected by an exchange of outstanding securities of the Company, or a
redemption or repurchase of the outstanding Units issued by the Company (other than
the redemption or repurchase of the Non-Voting Units), in which transaction the
Company’s members immediately prior to such transaction own immediately after such
transaction less than fifty percent (50%) of the equity securities of the surviving
limited liability company or entity (or its parent), (c) any sale of voting control
or other transaction similar to those described in clause (b) above,
following which the Company’s members immediately prior to such transaction no
longer hold effective control of the Company following such transaction, whether
through voting power, ownership, ability to elect Managers, or otherwise, or (d)
liquidation, dissolution, shut down cessation of business, whether voluntary or
involuntary, or other winding up of the Company;






	 	4.	 	Acquiring any assets and/or operating businesses in excess of $25,000 in value;
	 
	 	5.	 	Incurring any indebtedness for borrowed money;
	 
	 	6.	 	Encumbering any of the assets of the Company by creating outside third-party
obligations;
	 
	 	7.	 	Any leasing of equipment, individually or in the aggregate, in excess of
$25,000 per annum;
	 
	 	8.	 	Increasing the number of authorized units of membership of the Company;
	 
	 	9.	 	Selling of all or substantially all of the Company’s equity interests or
assets;
	 
	 	10.	 	Changing compensation to Company executives and/or declaring and paying any
bonuses;
	 
	 	11.	 	Declaration and/or distributing of any distributions to Members;
	 
	 	12.	 	Changing the headquarters location of the Company;
	 
	 	13.	 	Changing the Company’s name;
	 
	 	14.	 	Entering into any new or revised facility-building leases;
	 
	 	15.	 	Filing bankruptcy voluntarily on behalf of the Company;
	 
	 	16.	 	Making changes or additions in outside accountants and/or legal counsel of the
Company;
	 
	 	17.	 	Changing the total number of Managers or otherwise making, altering, amending
or rescinding the Operating Agreement or the Company’s Amended and Restated Articles of
Organization;




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	 	18.	 	Making a determination of “Disability,” as such term is defined in the
employment agreement of Michael Schuster (the “Schuster Employment Agreement”)
described in Section 5.2 of that certain Membership Interest Purchase Agreement dated
October 30, 2007 (the “Membership Interest Purchase Agreement”), by and among SCAH, as
the buyer; Carol Schuster and the Company, as the sellers; Tri-Isthmus Group, Inc. and
Michael Schuster, RHA Tishomingo, LLC, RHA Stroud, LLC and RHA Anadarko, LLC; .
	 
	 	19.	 	Making changes to the Company’s business plan, including, without limitation,
changes to the business or manner of business as conducted or presently contemplated to
be conducted by the Company pursuant to such business plan;
	 
	 	20.	 	Entering into transactions with affiliates of Members or Managers of the
Company;
	 
	 	21.	 	Creating subsidiaries;
	 
	 	22.	 	Effecting a redemption of Units, including, without limitation, the redemption
of the Non-Voting Units pursuant to the Operating Agreement;
	 
	 	23.	 	Approving contracts with non-competes or most favored nation provisions binding
on the Company;
	 
	 	24.	 	Appointing any committee authorized to act in the place of the Board of
Managers;
	 
	 	25.	 	Taking any action that would materially affect the rights of Carol Schuster,
Michael Schuster or SCAH under the Operating Agreement, the Schuster Employment
Agreement and the Membership Interest Purchase Agreement (collectively, the
“Transaction Agreements”), or any other agreement entered into by Carol Schuster,
Michael Schuster or SCAH in connection with the transactions contemplated by the
Transaction Agreements;
	 
	 	26.	 	Permitting any Member, substitute Member or holder of an economic interest in a
Unit to, directly or indirectly, sell, assign, pledge, mortgage or otherwise dispose
of, encumber or transfer its Interest in the Company;
	 
	 	27.	 	Admitting additional Members or substitute Members;
	 
	 	28.	 	Selecting an appraiser for, or otherwise making a determination of, the fair
market value of the Units, whether pursuant to the Operating Agreement or otherwise;
	 
	 	29.	 	The offering, selling or issuing of any new securities by the Company;
	 
	 	30.	 	Approving loans to the Company by Members;
	 
	 	31.	 	Doing any act in contravention of the Transaction Agreements or any other
agreement entered into by Carol Schuster or Michael Schuster in connection with





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	 	 	 	the transactions contemplated by the Transaction Agreements (including any act which
requires approval of Members) or failing to do any act required by the Transaction
Agreements or any other agreement entered into by Carol Schuster or Michael Schuster
in connection with the transactions contemplated by the Transaction Agreements;
	 
	 	32.	 	Doing any act which would make it impossible to carry on the ordinary business
of the Company;
	 
	 	33.	 	Confessing a judgment against the Company in connection with any threatened or
pending legal action;
	 
	 	34.	 	Approving any capital contributions not contemplated by the Membership Interest
Purchase Agreement;
	 
	 	35.	 	Electing the method under Section 704(c) to handle any disparity between the
fair market value of property contributed by a Member from the contributing Member’s
adjusted tax basis in the property; or
	 
	 	36.	 	Approving the dissolution of the Company.






	C.	 	The following Article VII is hereby added:
	 
	 	 	Any action taken at any annual or special meeting of the Members may be taken without a
meeting, without prior notice, and without a vote, if a written consent or consents, setting
forth the action so taken, is signed by all Members having the right to vote upon the
matter.




II. RESTATEMENT OF ARTICLES OF ORGANIZATION. The original Articles of Organization of the
Company are hereby amended and restated in their entirety as follows:




ARTICLE ONE





	 	 	The name of the Company is Rural Hospital Acquisition, L.L.C.





ARTICLE TWO





	 	 	The period of the Company’s duration shall be perpetual.





ARTICLE THREE




     The purpose for which the Company is organized is to transact any and all lawful business for
which limited liability companies may be organized under the Oklahoma Limited Liability Company
Act, Okla. Stat. Tit. 18, §2000 et seq., as it may be amended from time to time, and any successor
to such Act (the “Act”).


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ARTICLE FOUR




     The street address of the principal place of business of the Company is 210 Park Avenue, Suite
2900, Oklahoma City, OK 73102, and the name and address of the resident agent of the Company is J.
Clay Christensen, 210 Park Avenue, Suite 2900, Oklahoma City, OK 73102.



ARTICLE FIVE




     The equity ownership of the Company will be expressed in term of number of Units of the
Company (“Units”) held by an individual or entity. The Units will be of two classes,
Voting Units and Non-Voting Units, with differing rights as provided in the Amended and Restated
Operating Agreement of the Company, dated October 30, 2007 (the “Operating Agreement”). The
authorization or issuance of any new Units will require approval by holders of seventy-five percent
(75%) of the outstanding Voting Units of the Company by vote, written consent, or other method
approved in the Operating Agreement.



ARTICLE SIX




     Except and to the extent otherwise provided in the Amended and Restated Operating Agreement of
the Company (the “Operating Agreement”), the Company is to be manager-managed by a board of
managers (the “Managers”). Except and to the extent otherwise provided in the Operating
Agreement, the board of Managers will consist of: two managers appointed by Surgical Center
Acquisition Holdings, Inc. (“SCAH”) or its permitted successors under the Operating
Agreement, two managers appointed by Carol Schuster or her permitted successors under the Operating
Agreement, and a fifth director mutually agreed upon by SCAH or its permitted successors under the
Operating Agreement, on the one hand, and Carol Schuster or her permitted successors under the
Operating Agreement, on the other. The Managers will have all authority conferred or set forth in
the Act and the Operating Agreement, provided, however, that the following actions shall require
the approval of 80% of the Managers:




	 	1.	 	Divesting and/or selling any assets greater than $25,000 in value;
	 
	 	2.	 	Hiring and/or terminating any Company executives;
	 
	 	3.	 	Selling, liquidating, consolidating, reorganizing, merging or otherwise
engaging in any Change of Control Transaction. “Change of Control Transaction” means
mean (a) a sale, lease or other transfer of all or substantially all of the assets of
the Company, (b) a reorganization, merger, or consolidation of the Company with or into
any other limited liability company or entity, or an acquisition of the Company
effected by an exchange of outstanding securities of the Company, or a redemption or
repurchase of the outstanding Units issued by the Company (other than the redemption or
repurchase of the Non-Voting Units), in which transaction the Company’s members
immediately prior to such transaction own immediately after such transaction less than
fifty percent (50%) of the equity securities of the surviving limited liability company
or entity (or its parent), (c) any sale of voting control or other transaction similar
to those described in clause (b) above, following which the Company’s members
immediately prior to such transaction





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	 	 	 	no longer hold effective control of the Company following such transaction, whether
through voting power, ownership, ability to elect Managers, or otherwise, or (d)
liquidation, dissolution, shut down cessation of business, whether voluntary or
involuntary, or other winding up of the Company;
	 
	 	4.	 	Acquiring any assets and/or operating businesses in excess of $25,000 in value;
	 
	 	5.	 	Incurring any indebtedness for borrowed money;
	 
	 	6.	 	Encumbering any of the assets of the Company by creating outside third-party
obligations;
	 
	 	7.	 	Any leasing of equipment, individually or in the aggregate, in excess of
$25,000 per annum;
	 
	 	8.	 	Increasing the number of authorized units of membership of the Company;
	 
	 	9.	 	Selling of all or substantially all of the Company’s equity interests or
assets;
	 
	 	10.	 	Changing compensation to Company executives and/or declaring and paying any
bonuses;
	 
	 	11.	 	Declaration and/or distributing of any distributions to Members;
	 
	 	12.	 	Changing the headquarters location of the Company;
	 
	 	13.	 	Changing the Company’s name;
	 
	 	14.	 	Entering into any new or revised facility-building leases;
	 
	 	15.	 	Filing bankruptcy voluntarily on behalf of the Company;
	 
	 	16.	 	Making changes or additions in outside accountants and/or legal counsel of the
Company;
	 
	 	17.	 	Changing the total number of Managers or otherwise making, altering, amending
or rescinding the Operating Agreement or the Company’s Amended and Restated Articles of
Organization;
	 
	 	18.	 	Making a determination of “Disability,” as such term is defined in the
employment agreement of Michael Schuster (the “Schuster Employment Agreement”)
described in Section 5.2 of that certain Membership Interest Purchase Agreement dated
October 30, 2007 (the “Membership Interest Purchase Agreement”), by and among SCAH, as
the buyer; Carol Schuster and the Company, as the sellers; Tri-Isthmus Group, Inc. and
Michael Schuster, RHA Tishomingo, LLC, RHA Stroud, LLC and RHA Anadarko, LLC;.





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	 	19.	 	Making changes to the Company’s business plan, including, without limitation,
changes to the business or manner of business as conducted or presently contemplated to
be conducted by the Company pursuant to such business plan;
	 
	 	20.	 	Entering into transactions with affiliates of Members or Managers of the
Company;
	 
	 	21.	 	Creating subsidiaries;
	 
	 	22.	 	Effecting a redemption of Units, including, without limitation, the redemption
of the Non-Voting Units pursuant to the Operating Agreement;
	 
	 	23.	 	Approving contracts with non-competes or most favored nation provisions binding
on the Company;
	 
	 	24.	 	Appointing any committee authorized to act in the place of the Board of
Managers;
	 
	 	25.	 	Taking any action that would materially affect the rights of Carol Schuster,
Michael Schuster or Buyer under the Operating Agreement, the Schuster Employment
Agreement and the Membership Interest Purchase Agreement (collectively, the
“Transaction Agreements”), or any other agreement entered into by Carol Schuster,
Michael Schuster or Buyer in connection with the transactions contemplated by the
Transaction Agreements;
	 
	 	26.	 	Permitting any Member, substitute Member or holder of an economic interest in a
Unit to, directly or indirectly, sell, assign, pledge, mortgage or otherwise dispose
of, encumber or transfer its Interest in the Company;
	 
	 	27.	 	Admitting additional Members or substitute Members;
	 
	 	28.	 	Selecting an appraiser for, or otherwise making a determination of, the fair
market value of the Units, whether pursuant to the Operating Agreement or otherwise;
	 
	 	29.	 	The offering, selling or issuing of any new securities by the Company;
	 
	 	30.	 	Approving loans to the Company by Members;
	 
	 	31.	 	Doing any act in contravention of the Transaction Agreements or any other
agreement entered into by Carol Schuster, Michael Schuster or SCAH in connection with
the transactions contemplated by the Transaction Agreements (including any act which
requires approval of Members) or failing to do any act required by the Transaction
Agreements or any other agreement entered into by Carol Schuster, Michael Schuster or
SCAH in connection with the transactions contemplated by the Transaction Agreements;
	 
	 	32.	 	Doing any act which would make it impossible to carry on the ordinary business
of the Company;





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	 	33.	 	Confessing a judgment against the Company in connection with any threatened or
pending legal action;
	 
	 	34.	 	Approving any capital contributions not contemplated by the Membership Interest
Purchase Agreement;
	 
	 	35.	 	Electing the method under Section 704(c) to handle any disparity between the
fair market value of property contributed by a Member from the contributing Member’s
adjusted tax basis in the property; or
	 
	 	36.	 	Approving the dissolution of the Company.





ARTICLE SEVEN




     Any action taken at any annual or special meeting of the Members may be taken without a
meeting, without prior notice, and without a vote, if a written consent or consents, setting forth
the action so taken, is signed by all Members having the right to vote upon the matter.



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     IN WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of
Organization this 30th day of October, 2007.



	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	CAROL SCHUSTER, MANAGER	 	 





RHA Amended and Restated Articles of Organization



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