Common use of GENERAL AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS Clause in Contracts

GENERAL AUTHORITY AND POWERS OF THE BOARD OF DIRECTORS. Except as set forth in those provisions of this Agreement that specifically require the vote, consent, approval or ratification of the Members, the Board of Directors shall have complete authority and exclusive control over the management of the business and affairs of the Company. Subject to the terms and conditions of this Agreement and except as otherwise provided herein, all Material Agreements and Material Decisions with respect to the business and affairs of the Company shall be approved or made by the Board of Directors in accordance with Section 5.14 hereof. No Member has the actual or apparent authority to cause the Company to become bound in any contract, agreement or obligation, and no Member shall take any action purporting to be on behalf of the Company. No Director shall cause the Company to become bound to any contract, agreement or obligation, and no Director shall take any other action on behalf of the Company, unless such matter has received the vote, consent, approval or ratification as required pursuant to this Agreement with respect to such matter or except as provided below with respect to the authority and actions of SFHM. The day-to-day management of the business and affairs of the Company shall be the responsibility of SFHM pursuant to the terms of the Management Agreement, which management shall be subject to decisions, guidelines and policies made or established by the Board of Directors hereunder, provided, however, decisions relating to medical and clinical practice at the Hospital shall be made exclusively by the qualified medical personnel of the Hospital under the direction of a member of the Hospital's medical staff.