However, each director elected by the exempt system has 3 votes while the other board members only have 1 vote. All matters which are before the board are decided by majority vote. There are a number of decisions, however, which require the approval of a majority vote of all members based on their percentage interest. The operations of the LLC are governed by an operating agreement executed by all of its members. The agreement further provides that the LLC is at all times to be operated for such charitable purposes and this duty overrides any duty of the board to operate the LLC for the financial benefit of its members.
Any unresolved disputes are to be submitted to binding arbitration.
The ASC was formerly owned and operated by the tax exempt health system. The operating agreement recognizes that charity care was previously provided at the ASC prior to the creation of the new venture and that the ASC will continue to provide charity care. The ASC has a charity care policy which will be made known to potential patients. The level of charity care was not expected to change. This standard focuses on a number of factors to determine whether the organization benefits the community as a whole rather than private interests.