University Medical Resident Services, P.C. - Page 5

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          policy development are made by the Consortium.  It makes and                  
          implements these decisions through meetings of the Consortium, a              
          coordinating board that makes recommendations to the Consortium,              
          and three standing committees.  Each of these organizational                  
          units consists of representatives from the Schools and the                    
          affiliated teaching hospitals.  Prior to 1991, the Schools and                
          the member hospitals employed their own residents.                            
               In June of 1991, UMRS and UDRS were incorporated.  The                   
          certificates of incorporation, filed in June of 1991 and amended              
          in April of 1992, state that the corporations were formed to                  
          render those professional services that a doctor (in the case of              
          UMRS) or a dentist (in the case of UDRS) is authorized to render.             
          They further state that the corporations may engage in any                    
          activity that a professional service corporation is permitted to              
          engage in under New York law, subject to the limitation that the              
          corporations may not engage in any activity that would prevent                
          them from qualifying under section 501(c)(3) as tax-exempt                    
          organizations.  In the event of dissolution, all assets of each               
          corporation are to be paid to the University or, in the event                 
          that the University loses its tax-exempt status under section                 
          501(c)(3), to a tax-exempt organization qualified under section               
          501(c)(3) and selected by each petitioner's board of directors.               
               Under New York law, the shares of professional service                   
          corporations can be issued only to individuals authorized to                  
          practice the profession that the corporation is authorized to                 

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Last modified: May 25, 2011