Finance and Administration - Board of Trustees - The University of ...
Finance and Administration - Board of Trustees - The University of ...
Finance and Administration - Board of Trustees - The University of ...
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<strong>Finance</strong> <strong>and</strong> <strong>Administration</strong> Committee - X. Designation <strong>of</strong> UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College <strong>of</strong> Medicine in Memphis - ActionUT-Methodist Physicians, LLC (UTMP)BOT <strong>Finance</strong> &<strong>Administration</strong>CommitteeFebruary 28, 2012OVERVIEW OF UTMP STRUCTURETaking into account the two-phased approach to a stronger hospital partnership for adult specialty care inMemphis, the following points describe the major elements <strong>of</strong> the proposed UTMP:‣ UTMP will be a not-for-pr<strong>of</strong>it limited liability company whose sole member will be MethodistHealthcare-Memphis Hospitals with certain powers listed in the proposed Operating Agreement,which follows this summary.‣ UT will have no financial risk for the practice plan.‣ All physician members <strong>of</strong> the group will hold faculty appointments in the College <strong>of</strong> Medicine,Memphis, initially as 0% clinical faculty, meaning they are essentially volunteers with limitededucational responsibilities <strong>and</strong> no compensation from the <strong>University</strong>.‣ <strong>The</strong> <strong>Board</strong> <strong>of</strong> Directors <strong>of</strong> UTMP will be comprised <strong>of</strong> a minimum <strong>of</strong> nine (9) members as describedbelow.Three Methodist Directors appointed by the Methodist CEO:• At least two must be Senior Vice Presidents or higherThree UT Directors appointed by the UTHSC Chancellor:• COM Executive Dean <strong>and</strong> two othersThree Physician Directors appointed by the UTMP <strong>Board</strong>:• Must be practicing physicians employed by UTMP.‣ <strong>The</strong> College <strong>of</strong> Medicine Executive Dean will serve as the Chairman <strong>of</strong> the <strong>Board</strong>.‣ All major actions by the <strong>Board</strong> <strong>of</strong> Directors will require an affirmative vote <strong>of</strong> a majority <strong>of</strong> both theMethodist Directors <strong>and</strong> the UT Directors.‣ If Methodist were to determine to transfer all or a portion <strong>of</strong> its membership interest in thecompany, UT has the right <strong>of</strong> first refusal to purchase that interest at fair market value as defined inthe Operating Agreement.8NEXT STEPSAfter consultation with the General Counsel <strong>and</strong> Chief Financial Officer, the President approved use <strong>of</strong> the<strong>University</strong>’s name in connection with the new entity, <strong>and</strong> Methodist then moved forward to file the Articles<strong>of</strong> Organization (equivalent <strong>of</strong> a charter for a corporation) to create UT Methodist Physicians, LLC. AnOperating Agreement (equivalent <strong>of</strong> bylaws for a corporation) has been executed by the <strong>University</strong>, afterreview by the General Counsel <strong>and</strong> Chief Financial Officer. With authorization by the <strong>Board</strong> <strong>of</strong> <strong>Trustees</strong>,<strong>and</strong> following all required or appropriate <strong>University</strong> <strong>and</strong> state approvals, the Health Science Center wouldmove to execute the following documents required to make UTMP active <strong>and</strong> to serve as a faculty practiceplan for the Health Science Center campus in Memphis:21. Amendment to the Master Affiliation Agreement with Methodist Healthcare-Memphis Hospitals; <strong>and</strong>2. Affiliation Agreement between UT <strong>and</strong> UTMP.195