Formation and Operation of Policy Board Sample Clauses

Formation and Operation of Policy Board. The Parties hereby --------------------------------------- establish an advisory policy board (the "Policy Board") which shall provide consultation and advice to Service Company in support of Service Company discharging its responsibility for developing and implementing management and administrative policies for the overall operation of Clinics. The Policy Board shall consist of six members, of which three members shall be designated by Service Company, in its sole discretion, and three members shall be designated by Provider; provided that, unless otherwise agreed by the Parties, the Policy Board members designated by Provider shall be licensed dentists employed by Provider. Each Party shall have the right to designate, remove, and replace its Policy Board designees at any time and from time to time upon notice to the other Party. Except as may otherwise be expressly provided in this agreement or any rules, bylaws, or regulations adopted by the Policy Board, the act of a majority of the members of the Policy Board shall be the act of the Policy Board. The Policy Board's decisions may be evidenced by either minutes of a Policy Board meeting or written action taken by the Policy Board members making the decision; provided that no written action signed by less than all of the Policy Board members shall be effective unless notice of such action is given to the Policy Board member who is not signing such action at least two business days prior to the effective date of such action. The decisions, resolutions, or recommendations of the Policy Board shall be reviewed by Service Company and, if deemed necessary or appropriate by Service Company, in its sole discretion, shall be implemented by Service Company or Provider, as appropriate. The Policy Board shall hold regular meetings at such places and at such times (not less often than quarterly) as the Policy Board may determine from time to time. Special Policy Board meetings may be called by either Party or any two Policy Board members; provided that notice of any meeting which is not a regularly scheduled meeting shall be given to all Policy Board members at least five business days prior to the meeting, unless such notice is waived by the Policy Board members. Policy Board meetings may be held through the use of telecommunications equipment so long as all members can hear each other clearly.
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