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ORGANIZATIONAL RESOLUTION

WHEREAS, by virtue of the Board of Visitors' creation of the Medical Center Operating Board on January 26, 2002, the Medical Center Operating Board is the governing body of the University of Virginia Medical Center and is responsible for its operation and management; and

WHEREAS, the Medical Center is not an incorporated entity separate and apart from the University of Virginia, an agency of the Commonwealth, nor is the Medical Center governed by "bylaws" in the same way as a traditional corporation in the private sector may be so governed, but

the January 26, 2002, resolution of the Board of Visitors creating the Medical Center Operating Board provides that the resolution, together with the Manual of the Board of Visitors of the University of Virginia, shall serve as the bylaws of the Medical Center Operating Board; and

WHEREAS, the January 26 resolution authorizes the Medical Center Operating Board to adopt resolutions, as necessary and appropriate, for the governance of the Medical Center; and

WHEREAS, in furtherance of the mission of the Medical Center, the Medical Center Operating Board desires to adopt certain resolutions which acknowledge its role in establishing Medical Center policy, promoting performance improvement within the Medical Center, providing for organizational management and planning for the Medical Center and addressing its accountabilities and responsibilities to the patient population served by the Medical Center; and

WHEREAS, the Medical Center Operating Board further desires to ratify and adopt all existing Medical Center policies that have been approved and adopted by the Medical Policy Council or have been adopted by senior administration of the Medical Center prior to the date hereof; and

WHEREAS, the Medical Center Operating Board further desires to adopt certain resolutions for the continued governance of the Medical Center and as required by regulating agencies, accrediting entities or applicable laws in accordance with the delegation to it by the Board of Visitors;

RESOLVED that the Medical Center Operating Board acknowledges that a criteria-based process for selecting a qualified and competent Chief Executive Officer of the Medical Center, including the responsibilities of the Chief Executive Officer, has been established previously by the Board of Visitors and is adopted by the Medical Center Operating Board; and

RESOLVED FURTHER that the Medical Center Operating Board acknowledges the right of the medical staff to attendance and voice through a representative chosen by the medical staff at Medical Center Operating Board meetings, and that the elected President of the Medical Center medical staff shall serve as this representative; and

RESOLVED FURTHER that the Medical Center Operating Board ratifies and adopts all existing Medical Center policies that have been approved and adopted by the Medical Policy Council prior to April 4, 2002; and

RESOLVED FURTHER that until further resolution of this Committee, the Medical Policy Council shall continue in its present format and shall serve as the executive committee of the clinical staff of the Medical Center; and

RESOLVED FURTHER that subject to the continuing authority and policies of the Medical Center Operating Board, the Medical Policy Council is hereby delegated the authority for (i) determining the appropriate criteria for appointment and reappointment of clinicians to the clinical staff of the Medical Center and the appropriate criteria for appointment and reappointment of healthcare professionals practicing within the Medical Center, (ii) appointing and reappointing, in accordance with the established criteria, qualified clinicians to the clinical staff of the Medical Center and qualified healthcare professionals to practice within the Medical Center, and (iii) granting of privileges to the clinical staff of the Medical Center and healthcare professionals practicing within the Medical Center as determined by the Medical Policy Council to be appropriate for each individual; and

RESOLVED FURTHER that the Medical Center Operating Board hereby ratifies and adopts all existing Medical Center policies that have been approved and adopted by senior administration of the Medical Center prior to April 4, 2002; and

RESOLVED FURTHER that the Vice President and Chief Executive Officer of the Medical Center is hereby delegated the authority to adopt appropriate policies and procedures over administrative matters within the Medical Center; and

RESOLVED FURTHER that the Medical Center shall be managed and operated in compliance with all applicable laws and regulations, requirements of the Board of Visitors and the Medical Center Operating Board, applicable University policies and procedures, and Medical Center policies and procedures, including the Compliance Code of Conduct and the applicable conflict of interest requirements as defined under law.