University Medical Resident Services, P.C. - Page 6

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          practice.  Although the corporations were each authorized to                  
          issue 200 shares of stock, each corporation issued only 1 share.              
          The UMRS share is held by Michael F. Noe, M.D., UMRS's president.             
          The UDRS share is held by Sanford I. Nusbaum, D.D.S., UDRS's                  
          president.  Each shareholder is a faculty member of the                       
          University and an employee of one of the affiliated teaching                  
          hospitals.  Each serves without compensation from petitioners.                
               In July of 1991, the Consortium, affiliated teaching                     
          hospitals, UMRS, and UDRS entered into the "Graduate Medical and              
          Dental Education Consolidation Contract" (the Consolidation                   
          Contract).  The Recitals section of the Consolidation Contract                
          provides as follows:                                                          
                    I. * * * [The Consortium] is the institution of                     
               record for governing graduate medical and dental                         
               education programs in Western New York to comply with                    
               the requirements of the Accreditation Council on                         
               Graduate Medical Education, and * * * [the Consortium]                   
               provides overall management and program control for                      
               that graduate medical and dental education.  * * *                       
               [UMRS] AND * * * [UDRS] * * * are professional service                   
               corporations controlled by * * * [the Consortium].                       
                    II.  To promote the pooling of resources dedicated                  
               to graduate medical and dental education, to improve                     
               hospital and ambulatory care and related health care                     
               for patients in the Western New York area and to                         
               coordinate more closely the academic medical and dental                  
               programs in the Teaching Hospitals, the Teaching                         
               Hospitals and * * * [the Consortium] desire to provide                   
               for the direct employment by * * * [UMRS] of the                         
               medical residents and fellows and the direct employment                  
               by * * * [UDRS] of the dental residents and fellows who                  
               are enrolled in * * * [the University] training                          
               programs conducted at the Teaching Hospitals, with                       
               coordination of the medical and dental education                         
               aspects of this employment by the Administrative                         
               Committee of * * * [the Consortium].  * * * [UMRS] and                   

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