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(a) General Management by the Managing Directors.
The general management and determination of all
questions relating to the affairs and policies of
the Partnership, except for questions relating to
the medical standards and medical policies of the
centers, shall be decided by a majority vote of
the Managing Directors. The Managing Directors
shall consist of four (4) persons, two (2) of whom
shall be chosen by SCA Centers and two (2) of whom
shall be chosen by RHS. Notwithstanding the
above, it is recognized that the Managing
Directors have no authority to amend the
Partnership Agreement. In the event the Managing
Directors are unable to agree on a matter, either
Partner may institute the following arbitration
procedure to resolve the matter. Within three (3)
days of a Partner's notifying the other of
institution of this arbitration procedure, each
Partner shall select an arbitrator to resolve the
matter. Within seven (7) days after the selection
of the arbitrators, those arbitrators shall select
a third. Within five (5) days after selection of
the third arbitrator, each Partner shall submit in
writing to each of the arbitrators the Partner's
position on the matter to be resolved. The
arbitrators shall decide the matter and advise the
Partners in writing of their decision within
fourteen (14) days after the Partners' submission
of their written positions. In hearing such
arbitration the arbitrators shall determine the
procedural rules to be applied and shall apply the
substantive law of the State of California without
regard to conflict of law considerations. The
decision of a majority of the arbitrators shall be
final and binding. The costs and expenses of the
arbitrators shall be divided equally between the
Partners.
(b) Medical Advisory Group. The
determination of all questions relating
to the medical standards and medical
policies of the center shall rest with
the Medical Advisory Group. The
determination as to what constitutes a
medical decision, standard or policy
shall rest with the Managing Directors.
The Managing Directors shall select 50
percent of the Medical Advisory Group.
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Last modified: May 25, 2011