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Surgery Center’s operations to SCA affiliates, whereby the
affiliates were given the ability and incentive to operate the
Surgery Center so as to maximize profits. This surrender of
effective control reflects adversely on petitioner's own
charitable purposes in contracting to have its sole activity
managed in this fashion. Cf. est of Hawaii v. Commissioner, 71
T.C. 1067 (1979).
d. Medical Advisory Group
The Operating Partnership agreement delegates authority for
making decisions about care and treatment of patients and other
medical matters to the Operating Partnership’s Medical Advisory
Group. This group was inactive before the General Partnership
became involved with the Operating Partnership, but there is no
evidence to show what role, if any, petitioner played in
reconstituting the Medical Advisory Group.
Only three of the six members of the Medical Advisory Group
are selected by the General Partnership. The other three are
selected by one of the limited partners, Beaver Medical Clinic.
It is telling that the Medical Advisory Group is composed
entirely of limited partners of the Operating Partnership, all of
whom (except Beaver Medical Clinic) received common stock in SCA
when the General Partnership acquired its Operating Partnership
interest. Taking all these considerations into account, it is
clear that petitioner lacks sufficient influence to determine the
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