Finance and Administration - Board of Trustees - The University of ...

Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - ActionNotwithstanding any other provision set forth in this Section 8.1, the procedures set forth inSection 8.2 shall be complied with prior to the consummation of any Transfer of all or part of aMembership Interest.Section 8.2 Right of First Refusal Prior to Any Transfer. Any Member desiring toTransfer all or any part of its Membership Interest shall first offer in writing to sell all of theMembership Interest to UT or, at UT’s discretion, an affiliated entity of the University ofTennessee (collectively referred to as “UT” hereafter). The purchase price to be paid by UTshall be equal to the Fair Market Value of the Membership Interest or, in the event the Memberhas received a written offer from a bona fide purchaser, the purchase price shall be the lesser ofthe Fair Market Value for the Membership Interest or the price to be paid by the bona fidepurchaser. UT shall have sixty (60) days to accept or reject the offer, provided that the offerwill be deemed rejected if not accepted in writing within the sixty (60) day period. If theMember's Membership Interest is not purchased by UT, then the selling Member may Transferits Membership Interest in accordance with the terms and conditions in this Agreement. If theTransfer is to a bona fide purchaser, the Transfer must occur on the same terms stated in thewritten offer received by Methodist from the bona fide purchaser. In any event, if the Transferof the Member's Membership Interest is not consummated within one hundred twenty (120)days after the date of the initial offer to UT, it must again be offered to UT prior to a Transfer,in accordance with the provisions of this Section 8.2.8Section 9.1 Board of Directors; Term.ARTICLE IXBOARD OF DIRECTORS(a) Except as otherwise expressly provided in this Agreement, the business and affairs ofthe Company shall be managed by or under the direction of the Board of Directors and alldeterminations, decisions, approvals and actions affecting the Company shall be determined,made, approved or authorized by the Board. The Board shall: (a) direct, manage and control thebusiness and affairs of the Company; (b) exercise the authority and powers granted to theCompany; and (c) otherwise act in all other matters on behalf of the Company. The Board shallbe comprised of Methodist Directors, UT Directors, and Physician Directors, and may includeOutside Directors, all as is more fully described in this Article IX.(b) Outside Directors shall be appointed only at such time as the Methodist Directors andthe UT Directors shall determine, and Outside Directors and Physician Directors shall serve forthree (3) year terms. The term of an Outside Director and Physician Director shall expire at theearlier of such Outside Director's or such Physician Director’s death, resignation, removal orthird annual meeting of the Directors following his or her election. Despite the expiration of anOutside Director's or a Physician Director’s term, such Outside Director or such PhysicianDirector shall continue to serve until his or her successor is elected and qualified as providedherein. The same Outside Director or Physician Director may be elected for multiple successiveterms.(c) Methodist Directors shall serve at the pleasure of the Methodist CEO, who shall havethe sole discretion to appoint, remove and/or replace any Methodist Director for any reason uponPage 6203