Tenn. Comp. R. & Regs. 1045-02-.13 - OPTOMETRIC PROFESSIONAL CORPORATIONS AND OPTOMETRIC PROFESSIONAL LIMITED LIABILITY COMPANIES
(1) Optometric
Professional Corporations (OPC) - Except as provided in this rule Optometric
Professional Corporations shall be governed by the provisions of Tennessee Code
Annotated, Title 48, Chapter 101, Part 6.
(a)
Filings - An OPC need not file its Charter or its Annual Statement of
Qualifications with the Board.
(b)
Ownership of Stock - With the exception of the health care professional
combinations specifically enumerated in Tennessee Code Annotated, Section
48-101-610 only the following may
form and own shares of stock in a foreign or domestic OPC doing business in
Tennessee:
1. Optometrists licensed pursuant
to Tennessee Code Annotated Title 63, Chapter 8 or licensed in another state;
and/or
2. A foreign or domestic
general partnership, OPC or OPLLC in which all partners, shareholders, members
or holders of financial rights are either:
(i)
Optometrists licensed pursuant to Tennessee Code Annotated, Title 63, Chapter 8
to practice optometry in Tennessee or optometrists licensed by other states, or
composed of entities which are directly or indirectly owned by such licensed
optometrists; and/or
(ii)
Professionals authorized by Tennessee Code Annotated §§
48-101-610,
48-248-401, or
48-249-1109 to either own shares
of stock in an OPC or be a member or holder of financial rights in an OPLLC;
and/or
(iii) A combination of
professionals authorized by subparts (i) and (ii).
(c) Officers and Directors of
Optometric Professional Corporations -
1. All,
except the following officers, must be persons who are eligible to form or own
shares of stock in an optometric professional corporation as limited by T.C.A.
§
48-101-610(d) and
subparagraph (1)(b) of this rule:
(i)
Secretary;
(ii) Assistant
Secretary;
(iii) Treasurer;
and
(iv) Assistant
Treasurer.
2. With
respect to members of the Board of Directors, only persons who are eligible to
form or own shares of stock in an optometric professional corporation as
limited by T.C.A. Section
48-101-610(d) and
subparagraph (1) (b) of this rule shall be directors of an OPC.
(d) Practice Limitations
1. Engaging in, or allowing another
optometrist incorporator, shareholder, officer, or director, while acting on
behalf of the OPC, to engage in, optometric practice in any area of practice or
specialty beyond that which is specifically set forth in the charter may be a
violation of Tennessee Code Annotated, Section
63-8-120(2).
2. Nothing in these rules shall be construed
as prohibiting any health care professional licensed pursuant to Tennessee Code
Annotated, Title 63 from being an employee of or a contractor to an
OPC.
3. Nothing in these rules
shall be construed as prohibiting an OPC from electing to incorporate for the
purposes of rendering professional services within two (2) or more professions
or for any lawful business authorized by the Tennessee Business Corporations
Act so long as those purposes do not interfere with the exercise of independent
optometric judgment by the optometrist incorporators, directors, officers,
shareholders, employees or contractors of the OPC who are practicing optometry
as defined by Tennessee Code Annotated, Section 63-8102 (12).
4. Nothing in these rules shall be construed
as prohibiting an optometrist from owning shares of stock in any type of
professional corporation other than an OPC so long as such ownership interests
do not interfere with the exercise of independent optometric judgment by the
optometrist while practicing optometry as defined by Tennessee Code Annotated,
Section 63-8-102(12).
(2) Optometric
Professional Limited Liability Companies (OPLLC) - Except as provided in this
rule Optometric Professional Limited Liability Companies shall be governed by
either the provisions of Tennessee Code Annotated, Title 48, Chapters 248 or
249.
(a) Filings - Articles filed with the
Secretary of State shall be deemed to be filed with the Board and no Annual
Statement of Qualifications need be filed with the Board.
(b) Membership - With the exception of the
health care professional combinations specifically enumerated in Tennessee Code
Annotated, Sections
48-248-401 or 48249-1109 only the
following may be members or holders of financial rights of a foreign or
domestic OPLLC doing business in Tennessee:
1.
Optometrists licensed pursuant to Tennessee Code Annotated Title 63, Chapter 8
or licensed in other states; and/or
2. A foreign or domestic general partnership,
OPC or OPLLC in which all partners, shareholders, members or holders of
financial rights are either:
(i) Optometrists
licensed pursuant to Tennessee Code Annotated Title 63, Chapter 8 to practice
optometry in Tennessee or optometrists licensed by other states or composed of
entities which are directly or indirectly owned by such licensed optometrists;
and/or
(ii) Professionals
authorized by Tennessee Code Annotated, Sections 48-101610,
48-248-401, or 48-249-1109 to
either own shares of stock in an OPC or be a member or holder of financial
rights in an OPLLC; and/or
(iii) A
combination of professionals authorized by subparts (i) and (ii).
(c) Managers, Directors
or Governors of an OPLLC
1. All, except the
following managers, must be persons who are eligible to form or become members
or holders of financial rights of an optometric professional limited liability
company as limited by T.C.A. §
48-248-401 and subparagraph (2)
(b) of this rule:
(i) Secretary
(ii) Treasurer
2. Only persons who are eligible to form or
become members or holders of financial rights of an optometric professional
limited liability company as limited by T.C.A. § 48-248-401 and
subparagraph (2) (b) of this rule shall be allowed to serve as a director, or
serve on the Board of Governors of an OPLLC.
(d) Practice Limitations
1. Engaging in, or allowing another
optometrist member, officer, manager, director, or governor, while acting on
behalf of the OPLLC, to engage in, optometric practice in any area of practice
or specialty beyond that which is specifically set forth in the articles of
organization may be a violation of Tennessee Code Annotated, Sections
63-8-120(2).
2. Nothing in these rules shall be construed
as prohibiting any health care professional licensed pursuant to Tennessee Code
Annotated, Title 63 from being an employee of or a contractor to an
OPLLC.
3. Nothing in these rules
shall be construed as prohibiting an OPLLC from electing to form for the
purposes of rendering professional services within two (2) or more professions
or for any lawful business authorized by the Tennessee Limited Liability
Company Act or the Tennessee Revised Limited Liability Company Act so long as
those purposes do not interfere with the exercise of independent optometric
judgment by the optometrist members or holders of financial rights, governors,
officers, managers, employees or contractors of the OPLLC who are practicing
optometry as defined by Tennessee Code Annotated, Section 63-8102
(12).
4. Nothing in these rules
shall be construed as prohibiting an optometrist from being a member of any
type of professional limited liability company other than an OPLLC so long as
such membership interests do not interfere with the exercise of independent
optometric judgment by the optometrist while practicing optometry as defined by
Tennessee Code Annotated, Section §
63-8-102(12).
5. All OPLLCs formed in Tennessee pursuant to
Tennessee Code Annotated, Sections
48-248-104 or
48-249-1104, to provide services
only in states other than Tennessee shall annually file with the Board a
notarized statement that they are not providing services in
Tennessee.
(3) Dissolution - The procedure that the
Board shall follow to notify the attorney general that an OPC or a OPLLC has
violated or is violating any provision of Title 48, Chapters 101, 248 or 249,
shall be as follows but shall not terminate or interfere with the secretary of
state's authority regarding dissolution pursuant to Tennessee Code Annotated,
Sections 48-101624,48-248-409, or 48-249-1122.
(a) Service of a written notice of violation
by the Board on the registered agent of the OPC and/or OPLLC or the secretary
of state if a violation of the provisions of Tennessee Code Annotated, Title
48, Chapters 101, 248 or 249 occurs.
(b) The notice of violation shall state with
reasonable specificity the nature of the alleged violation(s).
(c) The notice of violation shall state that
the OPC and/or OPLLC must, within sixty (60) days after service of the notice
of violation, correct each alleged violation or show to the Board's
satisfaction that the alleged violation(s) did not occur.
(d) The notice of violation shall state that,
if the Board finds that the OPC and/or OPLLC is in violation, the attorney
general will be notified and judicial dissolution proceedings may be instituted
pursuant to Tennessee Code Annotated, Title 48.
(e) The notice of violation shall state that
proceedings pursuant to this section shall not be conducted in accordance with
the contested case provisions of the Uniform Administrative Procedures Act,
compiled in Title 4,Chapter 5 but that the OPC and/or OPLLC, through its
agent(s), shall appear before the Board at the time, date, and place as set by
the Board and show cause why the Board should not notify the attorney general
and reporter that the organization is in violation of the Act or these rules.
The Board shall enter an order that states with reasonable particularity the
facts describing each violation and the statutory or rule reference of each
violation. These proceedings shall constitute the conduct of administrative
rather than disciplinary business.
(f) If, after the proceeding the Board finds
that an OPC and/or OPLLC did violate any provision of Title 48, Chapters 101,
248, and/or 249 or these rules, and failed to correct said violation or
demonstrate to the Board's satisfaction that the violation did not occur, the
Board shall certify to the attorney general and reporter that it has met all
requirements of either Tennessee Code Annotated, Sections
48-101-624(1) -
(3) and/or 48-248-409(1) - (3) and/or 48-249-1122(1) - (3).
(4) Violation of this rule by any
optometrist individually or collectively while acting as an OPC or as an OPLLC
may subject the optometrist(s) to disciplinary action pursuant to Tennessee
Code Annotated, Sections
63-8-120(a)
(2).
(5) The authority to own shares of stock or
be members or holders of financial rights in an OPC or an OPLLC granted by
statute or these rules to professionals not licensed in this state shall in no
way be construed as authorizing the practice of any profession in this state by
such unlicensed professionals.
Notes
Authority: T.C.A. §§ 4-5-202, 4-5-204, 48-101-605, 48-101-608, 48-101-610, 48-101-618, 48-101-624, 48-101-628, 48-101-629, 48-101-630, 48-248-104, 48-248-202, 48-248-401, 48-248-404, 48-248-409, 48-248-501, 48-248-601, 48-248-602, 48-248-603, 48-249-101, et seq., 63-8-102, 63-8-112, 63-8-115, and 63-8-120.
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