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Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - ActionARTICLES OF ORGANIZATION(LIMITED LIABILITY COMPANY)For Office Use Only(For use on or after 711 12006)Corpowlc Filings3 12 Gighlh Avenuc North6" 1;loor. William R. Snodgrass To\r.crNashville. 'll37243The Articles of Organization presented herein are adopted in accordance with the provisions ofthe Tennessee Revised Limited Liability Company Act.1. The name of the Limited Liability Company is: UT PHYSICIANS~ LLC8(NOTE: Pursuant to the provisions of TCA §48-249-706, each limited Liability Company namemust contain the words "Limited Liability Company" or the abbrevia,tion "LLC" or "L.L.C.")2. The name and complete address of the Limited Liability Company's initial registered agentand office located in the state of Tennessee is:Lynn Field(Name)1211 Union Avenue. Suite 700, Memphis, Tennessee 38104(Street address) (City) (Statelzip Code)Shelby(County)3. The Limited Liability Company will be: (NOTE: PLEASE MARK APPLICABLE BOX)Member Managed Manager Managed Director Managed4. Number of Members at the date of filing, if more than six (6):5. If the document is not to be effective upon filing by the Secretary of State, the delayedeffective date and time is: (Not to exceed 90 days)Date:Time:6. The complete address of the Limited Liability Company's principal executive office is:1211 Union Avenue, Suite 700, Memphis, Tennessee 38104(Street Address) (City) (Stotel CountylZip Code)7. Period of Duration if not perpetual:8. Other See Addendum attached hereto and incorporated herein9. THIS COMPANY IS A NONPROFIT LIMITED LIABILITY COMPANY (Check if applicable)/I >Signature ~zhe Signatgea.d~r~4OrganizerSigner's Capacity (if other than individual capacity)Name (printed or typed)f& \lSS-4270 (Rev. 05/06) Fiting Fee: $50 per member (minimum fee = $300, maximum fee = $3,000 RDA 2458196
Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - ActionADDENDUMTOARTICLES OF ORGANIZATION OFUT METHODIST PHYSICIANS, LLC8. OTHER PROVISIONS:A. UT Methodist Physicians, LLC (the "Company") is a nonprofit limited liability company.B. The Company shall be permitted to indemnify and hold harmless the directors and officers ofthe Company to the fullest extent permitted by Tennessee law. If existing applicableTennessee law is amended or other Tennessee law is enacted to permit further elimination orlimitation of the personal liability of directors, then the liability of directors of the Companyshall be eliminated or limited to the fullest extent permitted by Tennessee law as so amendedor by such other Tennessee law as so enacted.8C. The Company's sole member is a corporation organized exclusively for charitable,educational, religious or scientific purposes within the meaning of Section 501(c)(3) of theInternal Revenue Code of 1986, as amended (the "Code").D. To the extent required by Section 501(c)(3) of the Code: (i) no part ofthe net earnings oftheCompany may inure to the benefit of any individual except as reasonable compensation forservices actually rendered by such individual or as payments and distributions in hrtheranceof the purposes set forth herein; (ii) no substantial part of the activities of the Company shallbe canying on propaganda, or otherwise attempting to influence legislation (except aspernlitted by Section 501(h) of the Code); and (iii) the Company shall not participate in, orintervene in (including the publishing or distributing of statements), any political campaignon behalf of (or in opposition to) any candidate for public office. Notwithstanding any otherprovision of the Articles of Organization of the Company, the Company shall not cany onany endeavors or activities not permitted to be carried on by an entity exempt from federalincome tax under Section 501 (c)(3) of the Code, or by an entity, contributions to which aredeductible under Section 170(c)(2) of the Code.E. Upon dissolution of the Company, assets of the Company shall be distributed for one or moreexempt purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code, i.e.charitable, educational, religious or scientific, or corresponding section of any future federaltax code, or shall be distributed to the federal government, or to a state or local governmentfor a public purpose.F. The Articles of Organization and the Operating Agreement of the Company may not bemodified, amended, supplemented, restated, or terminated, except as set forth in theOperating Agreement of the Company.[End of Addendum]197
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