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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 - Actionand purpose of any special meeting shall be sent to each Director not less than five (5) days normore than sixty (60) days prior to the date of such meeting. Any Director may waive any Noticerequired by the Act, this Agreement or the Articles and, if the waiver of Notice by the Directorentitled thereto is in writing, such waiver is effective, whether given before or after the meetingor other balloting, and such waiver shall be the equivalent of giving Notice. A Director or anyother officer designated by the Board shall place any written waiver of Notice in the records ofthe Company. Attendance at a meeting by a Director shall constitute a waiver of Notice of suchmeeting, unless at the beginning of the meeting (or promptly upon his arrival) such Directorobjects to the transaction of business because the meeting is not lawfully called or convened.Section 9.9 Notice of Meetings. Special meetings of the Board of Directors shall bepreceded by at least two (2) days' notice of the date, time and place of the meeting. Notice shallbe in writing. Notice of an adjourned meeting need not be given if the time and place to whichthe meeting is adjourned are fixed at the meeting at which the adjournment is taken, and if theperiod of adjournment does not exceed one (1) month for any one (1) adjournment.8Section 9.10 Place of Meetings. Meetings of the Board may be held at whatever place isspecified in the Notice of the meeting. In the absence of a designation, the meetings shall beheld at the Company's principal executive office or, if there is no principal executive office, atthe Company's registered office.Section 9.11 Participation by Electronic Communication. Provided all otherrequirements for a meeting are satisfied, any meeting of the Board may take place by telephoneconference call or any other form of electronic communication through which the participantsmay simultaneously hear each other, and the participation of a Director by any such electroniccommunication constitutes attendance at the meeting. Any such meeting shall be deemed to beheld at the Company's principal executive office or at the place properly designated in theNotice of the meeting.Section 9.12 Action Without Meeting. Any action required or permitted to be taken at aBoard of Directors' meeting may be taken without a meeting. If all Directors consent to takingsuch action without a meeting, the affirmative vote of the number of Directors that would benecessary to authorize or to take such action at a meeting shall be the act of the Board. Theaction must be evidenced by one (1) or more written consents describing the action taken,signed by each Director in one (1) or more counterparts, indicating the signing Director's vote orabstention on the action, and shall be included in the minutes or filed with the Company recordsreflecting the action taken. Action taken under this Section shall be effective when the lastrequired Director signs the consent, unless a different effective time is provided in the writtenaction. A consent signed under this Section shall have the effect of a meeting vote and may bedescribed as such in any document. Any action requiring a meeting by the Board of Directorsmay be satisfied by a consent under this Section.Section 9.13 Waiver of Notice. A Director may waive any notice required by thisAgreement, the Articles, or the Act, before or after the date and time stated in the notice. Thewaiver must be in writing, signed by the Director entitled to the notice, and filed with theminutes or other records of the Company. A Director's attendance at or participation in ameeting waives any required notice to the Director of the meeting unless the Director at thePage 9206
Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - Actionbeginning of the meeting (or promptly upon arrival) objects to holding the meeting ortransacting business at the meeting and does not thereafter vote for or assent to any action takenat the meeting.Section 9.14 Quorum and Voting. A quorum of the Board of Directors shall consist of amajority of all the UT Directors (which must include the UTCOM Executive Dean), and amajority of all the Methodist Directors. Except as otherwise set forth in Section 9.19 below orelsewhere in this Agreement with respect to Board voting and action on specific matters, if aquorum is present when a vote is taken, the affirmative vote of a majority of all Directorspresent and voting at the meeting shall be the act of the Board of Directors. A Director who ispresent at a meeting of the Board of Directors when action is taken shall be deemed to haveassented to the action taken unless: (i) the Director objects at the beginning of the meeting (orpromptly upon arrival) to holding it or transacting business at the meeting; (ii) the Director'sdissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) theDirector delivers written notice of dissent or abstention to the presiding officer of the meetingbefore its adjournment or to the Company immediately after adjournment of the meeting. Theright of dissent or abstention shall not be available to a Director who votes in favor of the actiontaken.8Section 9.15 Committees. The Board of Directors may create one (1) or morecommittees. A committee may consist of two (2) or more members, who need not be membersof the Board of Directors, and shall serve at the pleasure of the Board of Directors. The creationof a committee and appointment of a member or members to it must be approved by themajority of all the Directors in office (i.e., the full UTMP Board) when the action is taken. Nocommittee may exercise the authority of the Board of Directors.Section 9.16 Discharge of Duties. A Director shall discharge the duties of the position asa Director, including duties as a member of a committee, in good faith, in a manner the Directorreasonably believes to be in the best interests of the Company, and with the care an ordinarilyprudent person in a like position would exercise under similar circumstances. A Director shallhe entitled to rely on information, opinions, reports, or statements, including financialstatements and other financial data, if prepared or presented by one (1) or more officers oremployees of the Company whom the Director reasonably believes to be reliable and competentin the matters presented; legal counsel, public accountants, or other persons as to matters theDirector reasonably believes to be reliable and competent in the matters presented; legalcounsel, public accountants, or other persons as to matters the Director reasonably believes arewithin the person's professional or expert competence; or a committee of the Board of Directorsof the which the Director is not a member, if the Director reasonably believes the committeemerits confidence. A Director is not acting in good faith if the Director has knowledgeconcerning the matter in question that makes reliance otherwise permitted by this provisionunwarranted. A Director shall not be liable for any action taken as a Director, or any failure totake action, if the Director has performed the duties of the office in compliance with thisprovision.Section 9.17 Authority of the Board. Except as may otherwise be expressly provided inthis Agreement, the Board: (i) has the right, power and authority to manage the business andaffairs of the Company; (ii) has complete and exclusive discretion to manage and control thePage 10207
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