ASPEN HEALTHCARE INFORMATION SERVICES, LLC LIMITED LIABILITY COMPANY AGREEMENT
Exhibit 3.6
ASPEN HEALTHCARE INFORMATION SERVICES, LLC
This Limited Liability Company Agreement (this “Agreement”) is enacted as of May 5, 2005, by
and between Aspen Healthcare Information Services, LLC, a Delaware limited liability company (the
“Company”) and MedAssets, Inc., a Delaware corporation (the “Member”).
WITNESSETH:
WHEREAS, the Member has decided to form a limited liability company under the Limited
Liability Company Act of the State of Delaware (the “Act”);
WHEREAS, the Member wishes to set forth, among other things, how the business and affairs of
the Company shall be managed;
NOW, THEREFORE, the undersigned hereby resolves as follows:
1. Formation and Name.
(a) The undersigned does hereby form a limited liability company under the Act. The name of
the limited liability company is Aspen Healthcare Information Services, LLC (the “Company”). The
business of the Company may be conducted under any other name deemed necessary or desirable by the
Member in order to comply with local law.
(b) The undersigned resolves to form and continue the Company as a limited liability company
pursuant to the provisions of the Act and of this Agreement and resolves that its rights and
liabilities shall be as provided in the Act for members except as provided herein.
2. Business.
The Company is formed for the object and purpose of, and the Company’s business is, to engage
in any and all lawful acts and activities for which limited liability companies may be organized
under the Act and to engage in any and all activities necessary or incidental to the foregoing.
3. Principal Place of Business.
The principal office of the Company shall be located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or such other place as the Member may designate from time to time.
4. Duration.
The Company shall continue in existence perpetually unless the Company is dissolved and its
affairs wound up in accordance with the Act or this Agreement. The Member may terminate this
Agreement and dissolve the Company at any time.
5. Fiscal Year.
The fiscal year of the Company shall begin on January 1 of each year and end on December 31 of
that year, unless such fiscal year is disapproved by the Internal Revenue Service, in which event
the fiscal year shall be as otherwise designated by the Member and approved by the Internal Revenue
Service.
6. Member.
(a) The Member, having an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇, shall be the sole member of the Company. The Member hereby resolves to operate the Company
in accordance with the terms of this Agreement.
(b) 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, without limitation, all powers,
statutory or otherwise, possessed by members of limited liability companies under the laws of the
State of Delaware.
7. Management.
(a) Board of Directors.
(i) Except for decisions or actions requiring the approval of the Member as
provided by non-waivable provisions of the Act or applicable law, (A) the powers of the
Company
shall be exercised by or under the authority of, and the business and affairs of the Company
shall be
managed under the direction of the board of directors of the Company (the “Board of Directors”
or
the “Board”) and (B) the Board of Directors may make all decisions and take all actions for
the
Company as in its sole discretion it deems necessary or appropriate to carry out the purposes
for which
the Company is being formed under this Agreement and to further the interests of the Member.
The
Board of Directors may be elected (as well as removed or replaced with or without cause) by
the
Member.
(ii) Regular meetings of the Board of Directors may be held upon at least ten (10)
days’ notice to all representatives of the Board of Directors at such time and place as shall
from time to
time be determined by resolution of the Board of Directors. Special meetings of the Board of
Directors
shall be called by the Chairman of the Board at the request of any Board representative on not
less than
two business days’ notice to the other representatives of the Board of Directors, delivered
personally or
by facsimile and confirmed by telephone. Notice of a meeting need not be given to any Board
representative who signs a waiver of notice or a consent to holding the meeting or an approval
of the
minutes thereof, whether before or after the meeting, or who attends the meeting without
protesting,
prior thereto or at its commencement, the lack of notice to such Board representative. The
business
transacted at a special meeting will be limited to the purposes stated in the notice of the
meeting unless
otherwise approved by all Board representatives. At all properly noticed meetings of the Board
of
Directors, the presence of a majority of the Board representatives shall constitute a quorum
for the
transaction of business.
(iii) Board representatives may participate in a meeting of the Board of Directors by
means of conference call or any similar communications equipment by means of which all persons
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participating in the meeting can hear each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.
(iv) All decisions to be made and actions to be taken by the Board of Directors shall
be determined by the vote of a majority of the entire Board of Directors.
(v) Any action which may be taken at a meeting of the Board of Directors may be
taken without a meeting if a consent in writing, setting forth the action so taken, is signed
by all of the
Board representatives.
(vi) Representatives of the Board of Directors shall not receive any compensation for
their services to the Company in such capacity. However, Board representatives may be reimbursed
by the Company for reasonable expenses (including travel expenses) that are incurred by them in the
performance of their duties hereunder (including attendance of meetings of the Board of Directors).
(vii) A majority of the entire Board of Directors may appoint one of the Board
representatives to be Chairman of the Board. The Chairman of the Board shall, at the request
of any
Board representative, call Special Meetings of the Board of Directors and shall, if present,
preside at
the meetings of the Board of Directors and exercise and perform such other powers and duties
as may
be from time to time assigned to him by the Board of Directors or prescribed by this
Agreement.
(b) Delegation of Authority and Duties.
(i) The initial officers of the Company may be chosen by either the Board of
Directors or the Member. Thereafter, the officers may be elected or removed (with or without
cause)
by the Member, the Board of Directors or as otherwise set forth in this Agreement.
(ii) The Chief Executive Officer of the Company shall have the authority and duties
in the management of the Company as are normally associated with such office. Subject to the
control
and direction of the Board of Directors, the Chief Executive Officer shall have the power to
act, in the
name and on behalf of the Company, to do all things reasonably necessary for the performance
of the
Company’s day-to-day operations.
(iii) The President of the Company, if any, shall be responsible for the day-to-day
management of the Company. Subject to the control and direction of the Board of Directors and
the
Chief Executive Officer, if any, the President shall have the power to act, in the name and on
behalf of
the Company, to do all things reasonably necessary for the performance of the Company’s
day-to-day
operations. The President shall keep the Chief Executive Officer fully informed of all
developments
relating to the business of the Company. The authority to appoint and remove the Chief
Executive
Officer and the President shall be vested in the Board of Directors. The President shall
report directly
to the Chief Executive Officer.
(iv) The Chief Executive Officer (or, if none, the President) may appoint and elect
(as well as remove or replace with or without cause), as he deems necessary, Vice Presidents,
a
Treasurer, Assistant Treasurers or Chief Financial Officer, a Secretary and Assistant
Secretaries of the
Company (collectively, but excluding the Chief Executive Officer and the President, the
“Officers”).
The compensation, if any, of the Officers shall be approved by the Board of Directors.
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(v) The Vice President, or, if there shall be more than one, the Vice Presidents, shall
perform such duties and may exercise such powers as may be permitted by this Agreement and as
may,
from time to time, be assigned to the respective Vice Presidents by the Chief Executive Officer, the
President or the Board of Directors.
(vi) The Secretary or the Secretary’s delegate, shall act as secretary of all meetings of
the Board of Directors, unless otherwise decided by the attendees, and keep the minutes which
shall be
filed in the minute books of the Company provided for that purpose; shall see that all notices required
to be given by the Company or the Board of Directors are given and served; shall have charge of the
books, records and papers of the Company relating to its organization and management as a limited
liability company and shall see that the reports, statements and other documents required by law are
properly kept and filed; and shall, in general, perform all the duties as from time to time may be
assigned by the Board of Directors, the Chief Executive Officer or the President.
(vii) The Treasurer or Chief Financial Officer shall have charge and custody of, and
be responsible for, all funds, securities and notes of the Company; receive and give receipts
for moneys
due and payable to the Company from any sources whatsoever; deposit all moneys due and payable
to
the Company from any sources whatsoever; deposit all such moneys in the name of the Company in
such banks, trust companies or other depositaries as shall be selected by the Board of
Directors against
proper vouchers, cause such funds to be disbursed by checks or drafts on the authorized
depositaries of
the Company signed in such manner as shall be determined by the Board of Directors and be
responsible of the accuracy of the amounts of all moneys so disbursed; regularly enter or
cause to be
entered in books to be kept by the Treasurer or under the Treasurer’s direction full and
adequate
account of all moneys received or paid by the Treasurer for the account of the Company; have
the right
to require from time to time, reports or statements giving such information as he may desire
with
respect to any and all financial transactions of the Company from the Officers or agents
transacting the
same; render to the Chief Executive Officer, the President or the Board of Directors whenever
the
Chief Executive Officer, the President or the Board of Directors, respectively, shall so
require, an
account of the financial condition of the Company and of all transactions as treasurer;
exhibit at all
reasonable times the books of account and other records to any of the representatives of the
Board of
Directors upon the request at the office of the Company where such books and records are kept;
shall
be responsible for coordinating the preparation of all tax returns and other documents
required to be
filed by the Company; and, in general, perform all other duties commonly incident to the
office of
treasurer; and shall perform other such duties as from time to time may be assigned thereto by
the
Chief Executive Officer, the President or the Board of Directors. The Treasurer shall have no
responsibility for any obligation or duty described above to the extent that the Chief
Executive Officer,
the President or the Board of Directors determines that such obligation or duty should be
assigned or
delegated to any other person.
(viii) In addition, the Board of Directors may, from time to time as it deems advisable,
delegate to one or more persons (inclusive of any representative of the Board of Directors)
such
authority and duties as the Board of Directors is granted under this Agreement, and the Board
of
Directors shall assign in writing titles (including, without limitation, Vice President,
Assistant
Secretary and Assistant Treasurer) to any such person (each of whom shall also be “Officers”
as that
term is used in this Agreement). Unless the Board of Directors decides otherwise, if the title
of any
person authorized to act on behalf of the Company under this Section 7(b) is one commonly used
for
officers of a business corporation formed under the Delaware General Corporation Law, the
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assignment of such title shall constitute the delegation to such person of the authority and duties
that are normally associated with that office, subject to any specific delegation of, or
restriction on, authority and duties made pursuant to this Section 7(b). Any number of titles may
be held by the same person. Any delegation pursuant to this Section 7(b) may be revoked at any time
by the Board of Directors.
(ix) Unless authorized to do so by this Agreement, the Chief Executive Officer, the
President or the Board of Directors, no single Board representative or Officer shall have any power
or authority to bind the Company in any way, to pledge its credit, or to render it liable
pecuniarily for any purpose.
| (c) Liability of Board Representatives and Officers. |
(i) None of the Chief Executive Officer, the President, any Officer or any Board
representative shall be personally liable for the debts, obligations and liabilities of the
Company.
(ii) Notwithstanding anything to the contrary in this Agreement and except to the
extent required by the Act and any other applicable law, no Board representative shall be
liable to the
Company or the Member for any action taken or omitted to be taken by such Person, provided
that
such person did not act in bad faith and such action or omission does not involve the fraud,
gross
negligence or willful misconduct of such person.
(d) Indemnification.
(i) The Company shall, to the maximum extent permitted by law, indemnify and
hold harmless each Member, Board representative and Officer and their respective directors,
officers,
partners, employees, agents and affiliates (each, an “Indemnitee”) from and against any and
all
liabilities, damages, reasonable expenses (including reasonable legal fees and expenses),
judgments,
amounts paid in settlement and fines actually and reasonable incurred by such Indemnitee
arising out
of or in connection with any threatened, pending or completed claim, demand, action, suit or
proceeding, whether of a civil, criminal, administrative, investigative or other nature, or
any appeal
thereof, to which such Indemnitee was or is a party or is threatened to be made a party, by
reason of (i)
any such Indemnitee’s status as a Member, Board representative or Officer, or (ii) any action
taken or
omitted to be taken by any such Indemnitee in any capacity referred to in clause (i) of
Section 7(a)
(including, without limitation, any such action or omission prior to the formation of the
Company or
prior to being appointed to such status), relating to this Agreement or the formation,
capitalization,
business, affairs or management of, or the property of, the Company; provided, however, that
the
Indemnitee did not act in bad faith and the act or omission which is the basis of such claim,
demand,
action, suit or proceeding did not involve the fraud, gross negligence or willful misconduct
of such
Indemnitee; provided, further, that the Company shall indemnify an Indemnitee for the defense
of any
action brought in the name of the Company to procure a judgment in its favor by a Member only
to the
extent that such indemnification is permitted by applicable law (including without limitation
the Act).
(ii) To the fullest extent permitted by law, reasonable expenses (including
reasonable legal fees and expenses) incurred in defending any claim, demand, action, suit or
proceeding subject to this Section 7(d) shall be paid or reimbursed periodically by the
Company in
advance of the final disposition of such claim, demand, action, suit or proceeding upon
receipt of an
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undertaking (which need not be secured) by or on behalf of the Indemnitee to repay such amount if
it shall be determined, as permitted by the Company as authorized hereunder.
(iii) The indemnification provided by this Section 7(d) shall be in addition to any
other rights to which an Indemnitee may be entitled, and shall continue as to an Indemnitee
who has
ceased to serve in a capacity for which the Indemnitee is entitled to indemnification.
(iv) To the extent commercially reasonable, the Company shall have the right to
purchase and maintain insurance on behalf of the Indemnitees against any liability which may
be
asserted against or expense which may be incurred by an Indemnitee in connection with the
Company’s
activities, whether or not the company would have the power to indemnify an Indemnitee against
such
liability under the provisions of this Agreement; and the cost of premium of any such
insurance shall
be borne by the Company. Notwithstanding the foregoing, the Company shall not provide
directors’
and officers’ liability insurance to the Board representatives without the unanimous approval
of the
Members.
8. Capital Contributions.
Capital contributions shall be made in cash or in the form of securities or other instruments.
The Member may make such additional capital contributions to the Company as it, in its sole
discretion, may deem necessary or advisable. Upon payment of such initial capital contributions,
the interest of the Member in the Company shall be fully paid and non-assessable.
9. Tax Status.
The Member shall take such steps, if any, as may be necessary to cause the Company to be
disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulation
301.7701-3 issued by the Internal Revenue Service pursuant to the Internal Revenue Code of 1986, as
amended, or any successor regulation.
10. New Members.
New members of the Company may be admitted by the Member at any time. In the event of such
admission, this Agreement shall be amended and/or restated, as determined by the Member.
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11. Withdrawals.
Subject to the requirements of applicable law, the Member may withdraw all or a portion of its
capital from the Company at any time. Withdrawals may be in cash or in securities or other
instruments held by the Company.
12. Limited Liability of the Member.
The Member in its capacity as a member shall not be liable for any debts, obligations or
liabilities of the Company.
13. Amendments.
The Member may amend this Agreement at any time by written instrument signed by the Member and
filed with the books and records of the Company. Pending any replacement or amendment of this
Agreement, it is intended that the provisions of the Act be controlling as to any matters not set
forth in this Agreement.
14. Miscellaneous.
(a) Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
(b) Captions. All captions used in this Agreement are for convenience only and shall
not affect the meaning or construction of any provision hereof.
(c) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware.
(d) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Member and its successors and assigns.
15. Interest Certificates
The interest of the Member in the Company shall be represented by a certificate setting forth
the name of the Company, its state and year of organization and the percentage of the interests in
the Company owned by the Member. The certificate shall be signed by (i) the Chairman of the Board,
the Chief Executive Officer, the President or any Vice President and (ii) the Chief Financial
Officer, the Secretary or Assistant Secretary or the Treasurer or Assistant Treasurer. The
certificate shall be in such form as shall be approved by the Board of Directors.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the date first
above written.
| MEDASSETS, INC. |
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| By: | /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
| ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | ||||
| Vice President | ||||