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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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