Finance and Administration - Board of Trustees - The University of ...
Finance and Administration - Board of Trustees - The University of ...
Finance and Administration - Board of Trustees - The University of ...
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<strong>Finance</strong> <strong>and</strong> <strong>Administration</strong> Committee - X. Designation <strong>of</strong> UT Methodist Physicians, LLC, as a Faculty Practice Plan for the College <strong>of</strong> Medicine in Memphis - Action(d) Entering into <strong>and</strong> terminating managed care contracts;(e) Adoption <strong>of</strong> UTMP internal compensation distribution plans, in order to remedypossible violations <strong>of</strong> any laws, rules or regulations;(f) Acquiring <strong>and</strong> disposing <strong>of</strong> real property;(g) Adoption <strong>of</strong> physician recruitment <strong>and</strong> compensation plans, <strong>and</strong> physicianemployment contract terms;(h) Establishment <strong>of</strong> operating budgets;(i) Acquisition <strong>of</strong> substantially all <strong>of</strong> the assets <strong>of</strong> additional physician practices <strong>and</strong>employment <strong>of</strong> physicians which would operate as part <strong>of</strong> UTMP.8(j) Acquisition <strong>of</strong> substantially all <strong>of</strong> the assets <strong>of</strong> a physician specialty practice <strong>and</strong>/oremployment <strong>of</strong> one or more specialty physicians which specialty is already representedin the Company;(k) Employment by the Company <strong>of</strong> a physician that does not hold a faculty appointmentwith a clinical department <strong>of</strong> UTCOM; (l) Other matters that would require the approval<strong>of</strong> the <strong>Board</strong> <strong>of</strong> Directors <strong>of</strong> Methodist or Methodist Le Bonheur Healthcare; <strong>and</strong>(m) Any amendment to the Company’s Articles <strong>of</strong> Organization <strong>and</strong> any amendment ortermination <strong>of</strong> the Company’s Operating Agreement.ARTICLE XOFFICERSSection 10.1 Powers. <strong>The</strong> day to day management <strong>and</strong> control <strong>of</strong> the Company, <strong>and</strong> itsbusiness <strong>and</strong> affairs, shall be conducted by, or under the direction <strong>of</strong>, the Officers. <strong>The</strong> Officersshall have the rights, powers <strong>and</strong> duties which may be possessed by <strong>of</strong>ficers under the Act, <strong>and</strong>such other rights, powers <strong>and</strong> duties specified in this Agreement or designated by the <strong>Board</strong>, orwhich are necessary, advisable or convenient to the discharge <strong>of</strong> their duties under thisAgreement.Section 10.2 Election <strong>and</strong> Term. At the regular meeting <strong>of</strong> the <strong>Board</strong>, or as soonthereafter as is conveniently possible, the <strong>Board</strong> shall elect a President, a Treasurer <strong>and</strong> aSecretary <strong>and</strong> such other Officers as the <strong>Board</strong> may determine. <strong>The</strong> <strong>Board</strong> may elect Officers atsuch additional times as it deems advisable. Each Officer shall serve until his successor iselected <strong>and</strong> qualified or until his earlier resignation or removal. Any number <strong>of</strong> <strong>of</strong>fices may beheld by the same person, except the <strong>of</strong>fices <strong>of</strong> President <strong>and</strong> Secretary. All Officers, with theexception <strong>of</strong> the Chairman, shall be elected <strong>and</strong>/or removed, <strong>and</strong> any vacancies in Officerpositions shall be filled, only by the affirmative vote <strong>of</strong> a majority <strong>of</strong> all Directors in <strong>of</strong>fice (i.e.,the full UTMP <strong>Board</strong>), which such majority must include the affirmative votes <strong>of</strong> both theMethodist CEO <strong>and</strong> the UTCOM Executive Dean.Page 12209