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

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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 - Actionwritten notice to the Company. UT Directors shall serve at the pleasure of the UTHSCChancellor, who shall have the sole discretion to appoint, remove and/or replace any UT Directorfor any reason upon written notice to the Company, provided that one of the UT Directors shallat all times be the UTCOM Executive Dean by virtue of his or her position. This Subsection 9.1(c) is subject to the requirement to maintain parity in the number of Methodist and UT Directorsas set forth in Subsection 9.3 (b).Section 9.2 Director Qualifications. A Director need not be a resident of Tennessee or aMember of the Company. A Director must be a natural person.Section 9.3 Composition of the Board.8(a) Initial Board. The Board of Directors shall initially consist of three membersincluding the Methodist CEO and UTCOM Executive Dean. The third initial Director shall beappointed by the affirmative vote of both the UTCOM Executive Dean and the Methodist CEO.The initial Board shall govern until the initial Board appoints the full Board in accordance withSubsection 9.3(b).(b) Types of Directors. The full Board of Directors shall consist of no less than nine (9)and no more than twenty one (21) voting members. The number of Directors shall be fixedfrom time to time by the affirmative vote of a majority of all Methodist Directors and theaffirmative vote of a majority of all UT Directors. Types of Directors are as follows:(i) Methodist Directors. The Methodist CEO shall appoint no fewer than threeDirectors and no more and no less than would cause Methodist Directors to constituteone third of the total number of voting Directors. At least two of the MethodistDirectors shall hold the position of senior vice president (or equivalent title in rank) or ahigher level in the system leadership organizational structure of Methodist. AllMethodist Directors shall be employees of Methodist.(ii) UT Directors. The University of Tennessee Health Science Center(“UTHSC”) Chancellor shall appoint no fewer than three Directors and no more and noless than would cause UT Directors to constitute one third of the total number of votingDirectors. At least one of the UT Directors shall be the UTCOM Executive Dean. AllUT Directors shall be employees of UT.(iii) Physician Directors. The full Board shall consist of no fewer than threephysicians who shall serve as Directors (“Physician Directors”), but the full Board shallconsist of no more Physician Directors than would constitute more than one third of thetotal number of voting Directors, taking into account the number of any OutsideDirectors. All Physician Directors shall be practicing physician employees of UTMP inaccordance with the Affiliation Agreement. The UTCOM Executive Dean andMethodist CEO shall mutually agree upon and appoint the first Physician Directors.Physician Directors shall thereafter be appointed by the affirmative vote of a majority ofall Methodist Directors and the affirmative vote of a majority of all UT Directors.Page 7204
Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - Action(iv) Outside Directors. At their discretion and by the unanimous affirmative voteof all Methodist Directors and the unanimous affirmative vote of all UT Directors,Outside Directors from the community at large may be appointed as voting members ofthe Board, provided that the number of Physician Directors together with any OutsideDirectors shall not be more than would constitute one third of the total number of votingDirectors. Outside Directors shall not be employed by either UT or Methodist.Section 9.4 Resignation. A Director may resign at any time by giving a writtenresignation to the President or the Secretary of the Company (the "Resignation Notice"). Theresignation shall be effective at such time specified in the Resignation Notice, but no later thanthirty (30) days after receipt of the Resignation Notice by the Company.8Section 9.5 Removal of Directors. The Member or the Methodist CEO shall have theright to remove a Methodist Director with or without cause at any time. The UTCOMExecutive Dean shall have the right to remove a UT Director with or without cause at any time.However, the Member may only remove a UT Director without cause upon the written consentof the UTCOM Executive Dean. Notwithstanding the foregoing, any UT Director that is anemployee of the Company shall be automatically removed as a Director upon his/hertermination of employment with UT and with the Company. Notwithstanding the foregoing,either (1) the Board of Directors with the affirmative vote of at least two-thirds (2/3) of allDirectors in office (i.e., the full UTMP Board) or (2) the Member may remove any Director forCause. For purposes of this Section 9.5, "Cause" shall mean. (i) such Director is indicted for,pleads guilty or nolo contendere to or is convicted of a felony or other crime involving moralturpitude; (ii) the theft, embezzlement, misappropriation, confiscation of or intentional inflictionof damage to Company Property or the Company's business opportunities by such Director; (iii)any other willful or intentional misconduct by such Director that is, or may be reasonablyexpected to be, injurious to the Company, its business, reputation or prospects or (iv) the UTMPBoard and/or the Member determines in its reasonable discretion that such Director has violatedone or more fiduciary duties owed to the Company. Any determination under this Section 9.5shall be made by the UTMP Board and/or by the Member in its reasonable discretion. In suchcase, the vacant seat shall be filled in accordance with Section 9.6 below.Section 9.6 Vacancies. The Member shall fill any vacant seat left by a MethodistDirector at its discretion. The UTHSC Chancellor shall fill any vacant seat left by a UT Directorat his or her discretion. Any vacancies in Physician Director or Outside Director seats shall befilled by the unanimous affirmative vote of all the Methodist Directors and the unanimousaffirmative vote of all the UT Directors.Section 9.7 Regular Meetings of the Board. Regular meetings may be held at suchintervals as the Board may determine for transacting such business as may properly come beforethe meeting. No Notice need be given to the Directors of any regular meetings for which theBoard has previously designated a time and place for the meeting.Section 9.8 Special Meetings of the Board. Special meetings of the Board may be held atany time upon the request of any Director or the sole Member. Notice of the date, time, placePage 8205
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