ARTICLE I
                                                                                    PURPOSE

The purpose of the Medical Service, Research and Development Plan/Physician Referral Service the "Plan" is to manage and hold in trust the professional income of faculty members of the Plan at the medical school of The University of Texas ___________________ (Institution). The Plan will contribute to and safeguard the continued growth in excellence of the (Institution). The Plan creates an Institutional Trust Fund. The purposes and operation of the fund are described in these Bylaws.

 ARTICLE II
DEFINITIONS

2.10 TOTAL COMPENSATION

2.11 For purposes of the Plan, "Total Compensation" shall be defined as that total remuneration comprised of salary and other compensation paid to faculty members by the Institution. Total Compensation shall not be construed to include fringe benefits.

2.20 SALARY

2.21 For purposes of this Plan, "Salary" shall be defined as that part of Total Compensation set forth as "Total Salary" in the annual operating budget of the Institution, and amendments thereto as approved by the Board of Regents of The University of Texas System upon recommendation of the Administration.

2.22 Each Member’s Salary shall be determined annually, upon recommendation of his or her Department Chairman (and the Dean of Medicine, Senior Clinical Administrator, or Chief Academic Officer) with approval of the Chief Administrative Officer of the (Institution) and the Executive Vice Chancellor for Health Affairs in accordance with The University of Texas System Budget Rules and Procedures.

2.30 OTHER COMPENSATION

2.31 For purposes of this Plan, "Other Compensation" shall be defined as that part of Total Compensation set forth as an addition to Total Salary in the annual operating budget of the Institution, and amendments thereto, as approved by the Board of Regents of The University of Texas System upon recommendation of the Administration.

2.32 Each Member’s "Other Compensation" shall be determined annually, upon recommendation of his or her Department Chairman (and the Dean of Medicine, Senior Clinical Administrator, or Chief Academic Officer) with approval of the Chief Administrative Officer of the (Institution) and the Executive Vice Chancellor for Health Affairs in accordance with The University of Texas System Budget Rules and Procedures.

2.40 MEMBERSHIP

2.41 Member means faculty members of The University of Texas (Institution) as defined herein. Membership in the Plan is required of each full-time faculty member in a clinical department who generates income from medical professional activities as set out in Section 4.30, except as authorized by the U.T. Board of Regents.

2.42 A full-time faculty member in a pre-clinical department who generates income from medical professional activities must be a Member of the Plan.

2.43 Part-time faculty members may become Members upon recommendation of the Department Chairman and approval of (the Dean of Medicine, Senior Clinical Administrator, or Chief Academic Officer) and the Chief Administrative Officer of the (Institution).

2.44 All Members shall be entitled to vote upon all business brought before the Membership of the Plan and be eligible for any election or appointment to any committee of the Plan.

2.45 A Member leaving the faculty terminates Membership in the Plan without recourse.

2.50 EXECUTIVE DIRECTOR OF THE PLAN

2.51 The Executive Director of the Plan shall be the general administrative officer of the Plan.

ARTICLE III
ORGANIZATION OF PLAN

3.10 MEETINGS OF THE MEMBERSHIP

3.11 The Membership shall meet in general session annually at a place designated by the Chairman of the Board of Directors. Notice of the annual meeting shall be distributed to each Member at least fourteen days prior to the meeting.

3.12 Special meetings may be called by the (Board, Chairman of the Board) or upon written petition of one-half (1/2) of the Members, subject to fourteen days notice in writing.

3.13 The Chairman of the Board of Directors or in his or her absence, the Vice-Chairman shall preside. The Secretary of the Board of Directors shall serve as Secretary of the Plan.

3.14 One-half (1/2) of the Membership shall constitute a quorum.

3.15 Each Member shall have one (1) vote.

3.16 Except where otherwise specified within these Bylaws, a simple majority shall of those present constitute a prevailing vote.

3.17 Minutes of each meeting shall be prepared by the Secretary, published and circulated to each Member of the Board of Directors and the Executive Vice Chancellor for Health Affairs, and shall be available to each Member upon request.

3.18 The rules of order for meetings shall be the current edition of Robert’s Rules of Order.

3.20 BOARD OF DIRECTORS

3.21 The Board of Directors will assume its responsibilities annually on September 1.

3.22 The Board of Directors shall be composed as follows:

3.221 Officers of the Board

A. Chairman-Chief Administrative Officer of the (Institution);

B. Vice Chairman-(Dean of the Medical School or, if no Dean, Senior Clinical Administrator, or Co-Vice Chairmen, the Dean of Medicine and Senior Clinical Administrator);

C. Treasurer-Chief Business or Fiscal Officer of the (Institution, Medical School);

D. Secretary-Executive Director of the Plan, serving as ex-officio, non-voting member of the Board of Directors.

3.222 Other Directors

A. (Senior Clinical Administrator, if not a Vice-Chairman)

B. (Number) Chairmen of Clinical Departments;

C. (Number) Members-at-large will be elected by the membership (indicate method for nomination, election, and so forth). Such members may serve no more than two consecutive one-year terms, but may be eligible to serve after an interval of one year;

D. (Members appointed from departments based on departmental professional income; indicate number and method for determining qualification, appointment, and so forth);

E. No Clinical Department shall have more than (number) voting Members of the Board of Directors.

F. The Chief Legal Officer of the (Institution) shall serve as an Ex-Officio-member, without vote.

G. Other persons may be appointed by the Chairman of the Board as ex-officio Members without vote.

3.23 Standing Committees of the Board. The following standing Committees of the Board shall be appointed. These Committees may be appointed from the Board of Directors of a nonprofit health corporation of which the sole corporate member is the Chief Administrative Officer.

3.231 Budget and Finance Committee shall be chaired by the (Dean of Medicine, Senior Clinical Administrator or the Chief Business or Fiscal Officer) and shall consist of (the Dean of Medicine where there is a Dean, the Senior Clinical Administrator where there is one, and the Chief Financial Officer) and other members appointed by the Chairman of the Board of Directors, at least one to be a non-Chairman.

3.232 Compliance and Ethics Committee shall be chaired by the (Dean of Medicine, or if no Dean the Senior Clinical Administrator to whom Clinical Department Chairmen report; may be Co-Chairmen) and shall consist of members appointed by the Chairman of the Board of Directors, at least one to be a non-Chairman. The Compliance Officer shall report to this Committee.

3.233 Professional Affairs Committee shall be chaired by the (Dean of Medicine or Senior Clinical Administrator, who may be co-chairmen) and shall include members appointed by the Chairman of the Board of Directors, at least one to be a non-Chairman.

3.234 Audit Committee shall be chaired by the Chairman of the Board, and Members shall include the Officers of the Board of Directors.

3.235 Chief Residents Advisory Committee shall be chaired by the (Dean of Medicine or Senior Clinical Administrator) and shall include Chief Residents, one appointed by each Clinical Chairman.

3.24 Duties of Standing Committees shall include, but not be limited to, those set out in Appendix C.

3.25 Standing Committees shall meet at least quarterly or on call of the Chairman of the Committee and report deliberations, in writing, to the Board of Directors.

3.26 The Board of Directors may create other standing and ad hoc committees from the Directors or from the Membership to make recommendations upon specific matters when necessary. Committees may also be appointed at the request by majority vote of the Membership. Appointment to these committees shall be noted in the Minutes of the Board of Directors including any restriction on membership. The Minutes shall be kept of all committee meetings and recommendations shall be submitted to the Board in writing.

3.27 The Board of Directors shall report its activities, in writing, to the Membership at the annual meeting.

3.28 The Board shall meet at least (monthly, quarterly), on call of the Chairman of the Board, or on the written petition of (one-half, two-thirds) (1/2, 2/3) of the Members of the Board. Minutes and attendance shall be recorded of all meetings of the Board of Directors and standing committees and a copy, including all committee reports and attendance, provided to the Executive Vice Chancellor for Health Affairs.

3.29 One-half (1/2) of the Board of Directors shall constitute a quorum.

3.30 A simple majority vote shall prevail except that all action taken by the Board is subject to approval by the Chairman of the Board.

3.31 The Executive Vice Chancellor for Health Affairs may approve non-substantive exceptions to the organization of the Plan as may be requested by the Chief Administrative Officer of the (institution).

3.40 BUSINESS OPERATIONS

3.41 An annual operating budget for all income and expenditures of the Plan shall be prepared by the Budget and Finance Committee for approval by the Board of Directors and approved in accordance with the Budget Rules and Procedures of the Board of Regents of The University of Texas System.

3.42 The Board of Directors shall appoint an Executive Director of the Plan who shall serve at the pleasure of the Board.

3.43 The Institution may contract with an entity to conduct the business operations of the Plan, including but not limited to, strategic development, marketing, billing for and collection of professional fees, contracting for professional services, clinic operations, credentialing, and managed care operations. Contract oversight, reporting, corporate compliance, and financial audit of the entity are the responsibilities of the appropriate officers or committees of the Board of Directors.

3.44 If the business operations and personnel responsible for the business operations of the Plan, including billing for and collection of professional fees, are the responsibility of the institution and the Plan:

3.441 A Business Office shall be maintained for the Plan under the direction of the Executive Director of the Plan.

3.442 The Executive Director of the Plan shall be the business manager. The Executive Director shall be under the direction and supervision of the (Senior Clinical Administrator or Chief Business or Fiscal Officer) of the (Institution, medical school).

3.443 Financial reports for the Plan shall be prepared by the Executive Director of the Plan and submitted to the Board of Directors at each meeting. Quarterly financial reports shall be submitted to and in a format designed by the Executive Vice Chancellor for Health Affairs.

3.444 Detailed accounting records of all revenue under the Plan shall be maintained by the Executive Director of the Plan.

3.445 Professional fees shall be centrally billed and collected by the business office for the Plan, in accordance with procedures developed by the Board and appropriate Business Procedure Memoranda of The University of Texas System. All collections will be deposited in the Institutional Trust Fund.

3.446 All personnel in the business operations who have responsibilities for billing and collection for professional services of the Members of the Plan shall be under the control of and assigned for personnel matters to the Executive Director of the Plan.

ARTICLE IV
INSTITUTIONAL TRUST FUND

4.10 COMPOSITION

4.11 An Institutional Trust Fund shall be established for the receipt and disbursement of Plan income.

4.12 The Institutional Trust Fund shall be audited in accordance with regulations of The University of Texas System. The cost of said audit shall be paid for from the Institutional Trust Fund.

4.20 SOURCES OF INCOME

4.21 Pursuant to the Member’s contract with the Institution for participation in the MSRDP/PRS, each Member shall assign Professional Income as defined in Section 4.30 to the Institutional Trust Fund.

4.22 Income can be accepted from voluntary and part-time faculty who are not Members of the Plan, at the discretion of the individual, upon the recommendation of the Department Chairman, and approval of the Chairman of the Board of Directors.

4.30 ITEMS INCLUDED IN PROFESSIONAL INCOME

4.31 Professional fees generated for all patient care services rendered by full-time faculty regardless of where rendered and by all part-time faculty who are members of the Plan.

4.32 Fees for all court appearances, depositions, or legal consultations.

4.33 All other professional income with the exception of the following:

A. Honoraria, royalties, non-professional retainers.
B. Payment for editing scientific publications.
C. Non-medical professional consultation fees honoraria.

4.34 Other income not specifically described above shall be reported to the (Dean of Medicine or Senior Clinical Administrator) who shall determine whether said income will be considered professional income.

4.40 DETERMINATION OF PROFESSIONAL FEES

4.41 The Budget and Finance Committee will prepare a fee schedule which shall be used for billing purposes, subject to approval by the Board of Directors. Substantive changes in the fee schedule must be approved by the Board of Directors.

4.42 Guidelines for discounting fees will be developed by the Board of Directors. Individual Members may alter or extinguish any charge for professional services at any time prior to billing for such services, subject to rules developed by the Board of Directors, or after billing and prior to collection where the initial charge resulted from an incorrect financial classification of patient.

4.50 AUTHORIZED EXPENDITURES

4.51 Fringe Benefits authorized by the Board of Regents are set out in Appendix A of the Plan.

4.52 The fringe benefits provided to each Member shall be designated by the Chief Administrative Officer from among those authorized by the Board of Regents upon recommendation by the (Dean of Medicine, Department Chairman). Members shall not have the authority to determine which fringe benefits they shall receive.

4.53 Benefits provided pursuant to Sections 4.51 and 4.52 may be taxable to the individual Member and may be subject to withholding and reported pursuant to the rules and regulations of the Internal Revenue Service.

4.54 Professional business expenditures authorized by the Board of Regents are set out in Appendix B of the Plan.

ARTICLE V
GENERAL PROVISIONS

5.10 COMPLIANCE AND ETHICS

5.11 The principles of medical ethics of the American Medical Association and the principles of dental ethics of the American Dental Society are accepted as the governing code of ethics by the physician and dentist members of the Plan.

5.12 Should the principles of ethics described in Section 5.11 be found to be in conflict with the constitution or laws of the State of Texas or the United States of America, they shall not apply to the extent of the conflict.

5.13 The Board shall appoint a Compliance Officer and develop a compliance plan. The Compliance Plan shall provide a means to inform, educate, and train Members and personnel and staff employed in the Business Office and Compliance Office regarding these Bylaws, billing requirements and applicable rules and regulations. The compliance plan shall include a provision for penalties when standards are not met.

5.14 Compliance with provisions of federal, state and local rules and regulations is the responsibility of each Member.

5.15 Each Member of the Plan must acknowledge and sign an annual employment contract recognizing the requirements of applicable compliance plans and Bylaws of the Plan.

5.20 AMENDMENTS

5.21 These Bylaws have been developed within the standard format approved by the Board of Regents on _____________________. Substantive amendments may be made only upon approval of the Board of Regents. Non-substantive amendments and discretionary amendments may be approved upon written request of the Executive Vice Chancellor for Health Affairs.

5.22 Recommendation for substantive amendments to these Bylaws requires a two-thirds (2/3) vote of the Members at any regular meeting of the Plan or a meeting called specifically for this purpose, provided that the proposed amendment shall have been offered by written notice to the Members not less than thirty (30) days prior to the meeting at which the amendment is brought to a vote. Non-substantive amendments may be requested of the Executive Vice Chancellor for Health Affairs upon approval of the Board of Directors.

5.23 Notice of proposed amendments required in Section 5.22 shall include the complete text of the proposed amendments.

5.24 Amendments shall become effective upon approval of the Board of Regents or the Executive Vice Chancellor for Health affairs, as appropriate.

5.30 EMPLOYMENT CONTRACT

5.31 An employment contract prescribed by the Executive Vice Chancellor for Health Affairs of The University of Texas System shall be executed annually between each member and the Institution.

5.32 Execution of the annual employment contract by the Member is a condition for membership and participation in the Plan, notwithstanding any other provision in these Bylaws.

5.40 DISSOLUTION