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 - Actionbusiness and affairs of the Company, including the right to make and control all decisionsconcerning the business and affairs of the Company; and (iii) possesses all power, on behalf ofthe Company, to do or authorize the Company or to direct any officers of the Company, onbehalf of the Company, to do all things necessary or convenient to carry out the business andaffairs of the Company.Section 9.18 General Duties and Obligations of the Board.(a) Consistent with the terms of this Agreement, the Board shall (i) direct, operate,manage and control the business and affairs of the Company; (ii) cause the Company to conductits business and operations separate and apart from that of any Director, the Member or any oftheir Affiliates, including, without limitation, (A) segregating the assets of the Company and notallowing funds or other assets of the Company to be commingled with the funds or other assetsof, held by, or registered in the name of, the Member, any Director or any of their respectiveAffiliates; (B) maintaining (or cause to he maintained) books and financial records of theCompany separate from the books and financial records of the Member, any Director or theirrespective Affiliates; (C) causing the Company to pay its liabilities from assets of the Company;and (D) causing the Company to conduct its dealings with third parties in its own name and as aseparate and independent entity.8(b) The Board shall take all actions that may be necessary or appropriate (i) for thecontinuation of the valid existence of the Company under the applicable laws of the State of itsdomicile (and of each other jurisdiction in which such existence is necessary to protect thelimited liability of the Members or to enable the Company to conduct the business in which it isengaged); and (ii) in furtherance of the business affairs and purposes of the Company inaccordance with the provisions of this Agreement and applicable law.(c) Each Director shall devote to the Company such time as may be necessary for theproper performance of all duties hereunder, but no Director shall be required to devote his fulltime to the performance of such duties.(d) The Board shall keep the Member well informed of the actions taken by theBoard in conducting the business of the Company.Section 9.19 Special Approval Powers of UT Directors and Methodist Directors.Notwithstanding Section 9.14 above, the affirmative vote of a majority of all the UT Directors(which must include the affirmative vote of the UTCOM Executive Dean) and the affirmativevote of a majority of all the Methodist Directors shall be all that is required for Board approval,disapproval, or other action with respect to the following items:(a) Sale, exchange or disposition of Company assets;(b) Merger or consolidation of the Company with another entity;(c) Admission of additional Members of the Company;Page 11208
Finance and Administration Committee - X. Designation of UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College of Medicine in Memphis - Action(d) Entering into and terminating managed care contracts;(e) Adoption of UTMP internal compensation distribution plans, in order to remedypossible violations of any laws, rules or regulations;(f) Acquiring and disposing of real property;(g) Adoption of physician recruitment and compensation plans, and physicianemployment contract terms;(h) Establishment of operating budgets;(i) Acquisition of substantially all of the assets of additional physician practices andemployment of physicians which would operate as part of UTMP.8(j) Acquisition of substantially all of the assets of a physician specialty practice and/oremployment of one or more specialty physicians which specialty is already representedin the Company;(k) Employment by the Company of a physician that does not hold a faculty appointmentwith a clinical department of UTCOM; (l) Other matters that would require the approvalof the Board of Directors of Methodist or Methodist Le Bonheur Healthcare; and(m) Any amendment to the Company’s Articles of Organization and any amendment ortermination of the Company’s Operating Agreement.ARTICLE XOFFICERSSection 10.1 Powers. The day to day management and control of the Company, and itsbusiness and affairs, shall be conducted by, or under the direction of, the Officers. The Officersshall have the rights, powers and duties which may be possessed by officers under the Act, andsuch other rights, powers and duties specified in this Agreement or designated by the Board, orwhich are necessary, advisable or convenient to the discharge of their duties under thisAgreement.Section 10.2 Election and Term. At the regular meeting of the Board, or as soonthereafter as is conveniently possible, the Board shall elect a President, a Treasurer and aSecretary and such other Officers as the Board may determine. The Board may elect Officers atsuch additional times as it deems advisable. Each Officer shall serve until his successor iselected and qualified or until his earlier resignation or removal. Any number of offices may beheld by the same person, except the offices of President and Secretary. All Officers, with theexception of the Chairman, shall be elected and/or removed, and any vacancies in Officerpositions shall be filled, only by the affirmative vote of a majority of all Directors in office (i.e.,the full UTMP Board), which such majority must include the affirmative votes of both theMethodist CEO and the UTCOM Executive Dean.Page 12209
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