Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Administrator and the Practice. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal to the quotient determined by dividing (x) two (2) votes by (y) the number of members designated by the Group to the Joint Planning Board. The act of the members holding a majority of the voting power of the Joint Planning Board shall be the act of the Joint Planning Board. (b) Each member of the Joint Planning Board shall have the right to vote on every matter either in person, by telephone, by written consent or by one or more agents, who are also members of the Joint Planning Board, authorized by a written proxy signed by the member and filed with the Joint Planning Board. A proxy shall state that it either shall be voted for or against a specific matter or matters identified in the proxy or shall be voted identically to the vote of the agent specified in the proxy on any and all matters that may come before and be voted on by the Joint Planning Board. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote pursuant to that proxy, by a writing delivered to the Joint Planning Board stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the member executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Joint Planning Board before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.
Appears in 10 contracts
Samples: Service Agreement (Radiologix Inc), Service Agreement (American Physician Partners Inc), Service Agreement (American Physician Partners Inc)
Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice Technical Operations and shall facilitate communication and interaction between Administrator and the PracticeGroup. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal to the quotient determined by dividing (x) two (2) votes by (y) the number of members designated by the Group to the Joint Planning Board. The act of the members holding a majority of the voting power of the Joint Planning Board shall be the act of the Joint Planning Board.
(b) Each member of the Joint Planning Board shall have the right to vote on every matter either in person, by telephone, by written consent or by one or more agents, who are also members of the Joint Planning Board, authorized by a written proxy signed by the member and filed with the Joint Planning Board. A proxy shall state that it either shall be voted for or against a specific matter or matters identified in the proxy or shall be voted identically to the vote of the agent specified in the proxy on any and all matters that may come before and be voted on by the Joint Planning Board. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote pursuant to that proxy, by a writing delivered to the Joint Planning Board stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the member executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Joint Planning Board before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.
Appears in 3 contracts
Samples: Service Agreement (Radiologix Inc), Service Agreement (Radiologix Inc), Service Agreement (Radiologix Inc)
Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Administrator and the Practice. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal to the quotient determined by dividing (x) two (2) votes by (y) the number of members designated by the Group to the Joint Planning Board. The act of the members holding a majority of the voting power of the Joint Planning Board shall be the act of the Joint Planning Board.
(b) Each member of the Joint Planning Board shall have the right to vote on every matter either in person, by telephone, by written consent or by one or more agents, who are also members of the Joint Planning Board, authorized by a written proxy signed by the member and filed with the Joint Planning Board. A proxy shall state that it either shall be voted for or against a specific matter or matters identified in the proxy or shall be voted identically to the vote of the agent specified in the proxy on any and all matters that may come before and be voted on by the Joint Planning Board. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote pursuant to that proxy, by a writing delivered to the Joint Planning Board stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the member executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Joint Planning Board before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.death
Appears in 1 contract
Samples: Service Agreement (American Physician Partners Inc)
Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Administrator and the Practice. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal to the quotient determined by dividing (x) two (2) votes by (y) the number of members designated by the Group to the Joint Planning Board. The act of the members holding a majority of the voting power of the Joint Planning Board shall be the act of the Joint Planning Board.
(b) Each member of the Joint Planning Board shall have the right to vote on every matter either in person, by telephone, by written consent or by one or more agents, who are also members of the Joint Planning Board, authorized by a written proxy signed by the member and filed with the Joint Planning Board. A proxy shall state that it either shall be voted for or against a specific matter or matters identified in the proxy or shall be voted identically to the vote of the agent specified in the proxy on any and all matters that may come before and be voted on by the Joint Planning Board. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote pursuant to that proxy, by a writing delivered to the Joint Planning Board stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the member executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Joint Planning Board before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.continue
Appears in 1 contract
Samples: Service Agreement (American Physician Partners Inc)
Formation and Operation of the Joint Planning Board. (a) The parties hereto shall establish the Joint Planning Board which shall be responsible for developing long-term strategic planning objectives and management policies for the overall operation of the Practice and shall facilitate communication and interaction between Administrator and the Practice. The Joint Planning Board shall consist of no less than three (3) or more than six (6) members. Administrator shall designate, in its sole discretion, two (2) members of the Joint Planning Board, who shall serve at the pleasure of Administrator and who may be removed or replaced by Administrator at any time. The Group shall designate, in its sole discretion, no less than one (1) or more than four (4) members of the Joint Planning Board, who shall serve at the pleasure of the Group and who may be removed and replaced by the Group at any time. Each member appointed by Administrator shall be entitled to one (1) vote per member, and each member appointed by the Group shall be entitled to that number of votes equal to the quotient determined by dividing (x) two (2) votes by (y) the number of members designated by the Group to the Joint Planning Board. The act of the members holding a majority of the voting power of the Joint Planning Board shall be the act of the Joint Planning Board.
(b) Each member of the Joint Planning Board shall have the right to vote on every matter either in person, by telephone, by written consent or by one or more agents, who are also members of the Joint Planning Board, authorized by a written proxy signed by the member and filed with the Joint Planning Board. A proxy shall state that it either shall be voted for or against a specific matter or matters identified in the proxy or shall be voted identically to the vote of the agent specified in the proxy on any and all matters that may come before and be voted on by the Joint Planning Board. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the member executing it, before the vote pursuant to that proxy, by a writing delivered to the Joint Planning Board stating that the proxy is revoked, or by a subsequent proxy executed by, or attendance at the meeting and voting in person by, the member executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the Joint Planning Board before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy.Joint
Appears in 1 contract
Samples: Service Agreement (American Physician Partners Inc)