Bill Text: VA SB279 | 2024 | Regular Session | Prefiled
Bill Title: Virginia Commonwealth University Health System Authority; board of directors membership.
Spectrum: Partisan Bill (Republican 1-0)
Status: (Introduced) 2024-01-25 - Passed by indefinitely in Education and Health (15-Y 0-N) [SB279 Detail]
Download: Virginia-2024-SB279-Prefiled.html
Be it enacted by the General Assembly of Virginia:
1. That §§23.1-2402, 23.1-2404, 23.1-2413, and 23.1-2418 of the Code of Virginia are amended and reenacted as follows:
§23.1-2402. Board of directors; membership; meetings; officers; employees.
A. The Authority shall be governed by a board of directors
with a total of 21 15 members that consists of 19 13
appointed members and two ex officio members. The 19 13 appointed members shall
consist of six four
nonlegislative citizen members to be appointed by the Governor, of whom two shall be physician-faculty members; five three
nonlegislative citizen members to be appointed by the
Speaker of the House of Delegates, of whom two shall be
physician-faculty members; three two nonlegislative citizen
members to be appointed by the Senate Committee on Rules, of
whom one shall be a physician-faculty member; and five four
nonlegislative citizen members of the board of visitors of the University to be
appointed by the rector of the board of visitors of the University, all of whom
shall be members of the board of visitors of the University at all times while
serving on the board. Of the overall
membership, two members shall be physician-faculty members.
The President of the University and the Vice-President for Health Sciences of
the University, or the individual who holds such other title as subsequently
may be established by the board of visitors of the University for the chief
academic and administrative officer for the Health Sciences Schools of the
University, shall serve ex officio with voting privileges.
All appointed members except those who are
members of the board of visitors of the University shall have demonstrated
experience or expertise in business, health care management, or legal affairs shall have senior-level
experience in relevant business, asset management, administrative, or
academic medical center areas, or
other demonstrated experience from relevant health care
fields, or general finance, commercial real estate, legal, or risk management
experience.
B. The five two appointed
physician-faculty members shall be faculty members of the University with
hospital privileges at MCV Hospitals at all times while serving on the board.
C. The Governor, the
Speaker of the House of Delegates, and the Senate Committee on Rules shall
appoint physician-faculty members They
shall be appointed after consideration
of names from lists submitted by the faculty physicians of the School of
Medicine of the University through the Vice-President for Health Sciences of
the University. The list shall contain at least two names for each vacancy and shall be sent to the Governor, the Speaker of
the House of Delegates, and the Senate Committee on Rules.
D. C. Members
shall serve for four-year staggered
terms of three years. Vacancies
occurring other than by expiration of a term shall be filled for the unexpired
term. No member shall serve for more than two consecutive
three-year four-year
terms; however, a member appointed to serve an unexpired term is eligible to
serve two consecutive three-year four-year terms. Members who
serve two consecutive three-year four-year terms are eligible
for reappointment one year after the expiration of their second term. All appointments
are subject to confirmation by the General Assembly. Members shall continue to
hold office until their successors have been appointed and confirmed. Ex
officio members shall serve a term coincident with their term of office.
E. D. Neither the board members
appointed from the board of visitors of the University nor the ex officio
members shall vote on matters that require them to breach their fiduciary
duties to the University or to the Authority.
F. E. Any member may be removed
for malfeasance, misfeasance, incompetence, or gross neglect of duty by the
individual or entity that appointed him or, if such appointing individual no
longer holds the office creating the right of appointment, by the current
holder of that office.
G. The
president of the University shall serve as the chairman of the board. F. The
board shall elect annually biannually a chairman and a
vice-chairman from among its membership. The President of the
University, the Vice-President for Health Sciences of the University, and the appointees
of the rector of the board of visitors shall be ineligible for the role of
chairman. The board shall also elect a secretary and
treasurer and such assistant secretaries and assistant treasurers as the board
may authorize for terms determined by the board, each of whom may or may not be
a member of the board. The same individual may serve as both secretary and
treasurer.
H. G. The board may appoint an
executive committee and other standing or special committees and prescribe
their duties and powers, and any executive committee may exercise all such
powers and duties of the board under this chapter as the board may delegate.
I. H. The board may provide for
the appointment, employment, term, compensation, and removal of officers,
employees, and agents of the Authority, including engineers, consultants,
lawyers, and accountants, as the board deems appropriate.
J. I. The board shall meet at
least four times each year and may hold such special meetings as it deems
appropriate.
K. J. The board may adopt, amend,
and repeal such policies, regulations, procedures, and bylaws not contrary to
law or inconsistent with this chapter as it deems expedient for its own
governance and for the governance and management of the Authority.
L. K. A majority of the board shall
constitute a quorum for meetings, and the board may act by a majority of those
present at any meeting.
M. Legislative
board members are entitled to such compensation as provided in §30-19.12 and
nonlegislative L.
Nonlegislative citizen board members are
entitled to such compensation for the performance of their duties as provided
in §2.2-2813. All members are entitled to reimbursement for all reasonable and
necessary expenses incurred in the performance of their duties as provided in
§§2.2-2813 and 2.2-2825. Funding for the costs of compensation and expenses of
the members shall be provided by the Authority.
N. M. The provisions of the State
and Local Government Conflict of Interests Act (§2.2-3100 et seq.) shall apply
to the members of the board and the employees of the Authority.
§23.1-2404. Powers of the Authority.
A. The Authority has all the powers necessary or convenient to carry out the purposes and provisions of this chapter, including the power to:
1. Sue and be sued in its own name;
2. Have and alter an official seal;
3. Have perpetual duration and succession in its name;
4. Locate and maintain offices at such places as it may designate;
5. Make and execute contracts, guarantees, or any other instruments and agreements necessary or convenient for the exercise of its powers and functions, including contracts with hospitals or health care businesses to operate and manage any or all of the hospital facilities or operations, and incur liabilities and secure the obligations of any entity or individual;
6. Conduct or engage in any lawful business, activity, effort, or project consistent with the Authority's purposes or necessary or convenient to exercise its powers;
7. Exercise, in addition to its other powers, all powers that are (i) granted to corporations by the provisions of Title 13.1 or similar provisions of any successor law, except in those cases in which the power is confined to corporations created under such title, and (ii) not inconsistent with the purposes and intent of this chapter or the limitations included in this chapter;
8. Accept, hold, and enjoy any gift, devise, or bequest to the Authority or its predecessors to be held for the uses and purposes designated by the donor, if any, or if not so designated, for the general purposes of the Authority, whether given directly or indirectly, and accept, execute, and administer any trust or endowment fund in which it has or may have an interest under the terms of the instrument creating the trust or endowment fund;
9. Borrow money and issue bonds as provided in this chapter and purchase such bonds;
10. Seek After notifying the Governor, the Secretary of
Finance, the House Committee on Appropriations, and the Senate Committee on
Finance and Appropriations, seek financing from, incur or
assume indebtedness to, and enter into contractual commitments with the
Virginia Public Building Authority and the Virginia College Building Authority,
which authorities may borrow money and make and issue negotiable notes, bonds,
and other evidences of indebtedness to provide such financing relating to the
hospital facilities or any project;
11. Seek After notifying the Governor, the Secretary of
Finance, the House Committee on Appropriations, and the
Senate Committee on Finance and Appropriations, seek
financing from, incur or assume indebtedness to, and enter into contractual
commitments with the Commonwealth as otherwise provided by law relating to the
hospital facilities or any project;
12. Procure such insurance, participate in such insurance plans, or provide such self-insurance as it deems necessary or convenient to carry out the purposes and provisions of this chapter. The purchase of insurance, participation in an insurance plan, or creation of a self-insurance plan by the Authority is not a waiver or relinquishment of any sovereign immunity to which the Authority or its officers, directors, employees, or agents are otherwise entitled;
13. Develop policies and procedures generally applicable to the procurement of goods, services, and construction based upon competitive principles;
14. Except as to those hospital facilities or any part of such facilities that are leased to the Authority by the University, the control and disposition of which shall be determined by such lease instruments:
a. Own, hold, improve, use, and otherwise deal with real or personal property, tangible or intangible, or any right, easement, estate, or interest in such property, acquired by purchase, exchange, gift, assignment, transfer, foreclosure, lease, bequest, devise, operation of law, or other means on such terms and conditions and in such manner as it may deem proper;
b. Sell, assign, lease, encumber, mortgage, or otherwise dispose of any project, any other real or personal property, tangible or intangible, any right, easement, estate, or interest in such property, or any deed of trust or mortgage lien interest that it owns, that is under its control or custody or in its possession;
c. Release or relinquish any right, title, claim, lien, interest, easement, or demand however acquired, including any equity or right of redemption in property foreclosed by it; and
d. Take any action pursuant to subdivision 14 by public or private sale or with or without public bidding, notwithstanding the provisions of any other law;
15. Accept loans, grants, contributions, or other assistance from the federal government, the Commonwealth, any political subdivision of the Commonwealth, or any other public or private source to carry out any of the purposes of this chapter and enter into any agreement or contract regarding the acceptance, use, or repayment of any such loan, grant, contribution, or assistance in furtherance of the purposes of this chapter;
16. Exercise the power of eminent domain pursuant to the provisions of Chapter 2 (§25.1-200 et seq.) of Title 25.1 to acquire by condemnation any real property, including fixtures and improvements, that it may deem necessary to carry out the purposes of this chapter, upon (i) its adoption of a resolution declaring that the acquisition of such property is in the public interest and necessary for public use and (ii) the approval of the Governor. The Authority may acquire property already devoted to a public use, provided that no property belonging to any locality, religious corporation, unincorporated church, or charitable corporation may be acquired without its consent;
17. Fix, revise, charge, and collect rates, rentals, fees, and other charges for the services or facilities furnished by or on behalf of the Authority and establish policies, procedures, and regulations regarding any such service rendered or the use, occupancy or operation of any such facility. Such charges and policies, procedures, and regulations are not subject to supervision or regulation by any commission, board, bureau, or agency of the Commonwealth except as otherwise provided by law for the providers of health care;
18. Consistent with §23.1-2407, create, assist in the creation of, own in whole or in part, control, participate in or with any public or private entity, purchase, receive, subscribe for, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise acquire or dispose of any (i) shares or obligations of, or other interests in, any entities organized for any purpose within or outside the Commonwealth and (ii) obligations of any person or corporation;
19. Participate in joint ventures with individuals, corporations, governmental bodies or agencies, partnerships, associations, insurers, or other entities to facilitate any activities or programs consistent with the public purposes and intent of this chapter;
20. Create a nonprofit entity for the purpose of soliciting, accepting, and administering grants, outright gifts and bequests, endowment gifts and bequests, and gifts and bequests in trust. Such entity shall not engage in trust business or duplicate such activities by the University or its related foundations;
21. Provide appropriate assistance, including making loans and providing time of employees, to corporations, partnerships, associations, joint ventures, or other entities whether such entities are owned or controlled in whole or in part or directly or indirectly by the Authority;
22. Provide, promote, support, and sponsor education and scientific research in medicine, public health, and related fields and promote public knowledge in medicine, public health, and related fields;
23. Administer programs to assist in the delivery of medical and related services to the citizens of the Commonwealth and others;
24. Participate in and administer federal, state, and local programs affecting, supporting, or carrying out any of its purposes; and
25. Exercise independently the powers conferred by this chapter in furtherance of its corporate and public purposes.
B. The exercise of the powers permitted by this chapter shall be deemed the performance of essential governmental functions and matters of public necessity for the entire Commonwealth in the provision of health care, medical and health sciences education, and research for which public moneys may be borrowed, loaned, spent, or otherwise utilized and private property may be utilized or acquired.
§23.1-2413. Capital projects.
A. All capital projects of the Authority shall be approved by
the board. When submitted to the board for approval, a
proposed capital project shall be accompanied by a comprehensive financial and
risk analysis. For a capital project in
excess of $15 million, the Secretary of Finance and the Department of Planning
and Budget shall be consulted on project details, including the size, scale,
and scope of the proposed project and the
estimated cost of and proposed financing for such
project, prior to the board's approval. Within 30 days
after approval of any capital project in excess of $5 million,
the board shall notify the Governor, the Secretary
of Finance, the House
Committee on Appropriations,
and the Senate
Committee on Finance Committees and Appropriations of the
scope, cost, and construction schedule of the proposed capital project. The
board may undertake the project unless the Governor, the
Secretary of Finance, or either Committee raises objections
within 30 days of the notification, in which case the Authority shall not
undertake the project until such objections are resolved.
The Authority shall include in its notification to the Governor, the Secretary of Finance, the House Committee on Appropriations, and the Senate Committee on Finance and Appropriations, the following information as appropriate:
1. A statement of project definition, including functional space requirements, estimates of gross and net square footage, and functional adjacency requirements;
2. An analysis of project execution options, including reviewing new construction versus renovation alternatives, necessary phasing or sequencing of the project, and coordination with other ongoing or proposed capital projects;
3. Site analysis, including options considered, for the site chosen, including any specific issues related to topography, utilities, or environment;
4. Presentation of the site plan, including conceptual floor plans and elevations and exterior;
5. Identification of any Uniform Statewide Building Code compliance or permit requirements unique to the project; and
6. Cost estimate of the project, including the total cost of the project and the total cost per square foot, the construction cost for the project and the construction cost per square foot, costing methodology, and any other factors that are unique to the project and may impact the overall cost of the project.
B. Before the Authority materially increases the size or
materially changes the scope of any capital project for which construction has
commenced, such project shall be approved again by the board in accordance with
subsection A and, in the case of any capital project in excess of $5 million 105
percent of the cost, presented again to the Governor, the Secretary of Finance, the
House Committee on Appropriations, and the
Senate Committee on Finance Committees and
Appropriations in accordance with subsection A.
C. Notwithstanding any provision of law to the contrary, the Authority is not subject to any further process or procedure that requires the submission, review, or approval of any capital project; however, the Authority shall ensure that Building Officials and Code Administrators (BOCA) Code or any successor code and fire safety inspections are conducted for any capital project and that such projects are inspected by the State Fire Marshal or his designee prior to certification for building occupancy.
§23.1-2418. Power to issue bonds.
A. The Authority may issue bonds for any of its purposes, including (i) financing or refinancing all or any part of its programs or general operations; (ii) costs of any project, including the hospital facilities, whether or not owned by the Authority; or (iii) to refund bonds or other obligations issued by or on behalf of the Authority, the University, or otherwise, including bonds or obligations not then subject to redemption. The Authority may guarantee, assume, or otherwise agree to pay, in whole or in part, indebtedness issued by the University or any other party resulting in the acquisition or construction of facilities for the benefit of the Authority or the refinancing of such indebtedness.
B. Notwithstanding Bonds may be issued in
accordance with Article 1 (§2.2-1800 et seq.) of Chapter
18 of Title 2.2, bonds may be issued under
the provisions of this chapter without (i) obtaining the consent of any
commission, board, bureau, political subdivision, or agency of the Commonwealth
or (ii) any proceedings, conditions, or things other than those proceedings,
conditions, or things that are specifically required by this chapter; however,
each debt offering shall be submitted to the State Treasurer sufficiently prior
to the sale of such offering to allow the State Treasurer to undertake a review
for the sole purposes of determining (a) whether the offering may constitute
tax-supported debt of the Commonwealth and (b) the potential impact of the
offering on the debt capacity of the Commonwealth. After such review, the State
Treasurer shall determine if the offering constitutes tax-supported debt of the
Commonwealth and the potential impact of the offering on the debt capacity of
the Commonwealth. If the State
Treasurer determines that the debt offering may constitute tax-supported debt
of the Commonwealth or may have an adverse impact on the debt capacity of the
Commonwealth, then the debt offering shall be submitted to the Treasury Board
for review and approval of the terms and structure of the offering in a manner
consistent with §2.2-2416.
C. The Authority may issue bonds payable as to principal and interest from any of the following sources: (i) its revenues generally; (ii) income and revenues derived from the operation, sale, or lease of a particular project or projects, whether or not they are financed or refinanced from the proceeds of such bonds; (iii) funds realized from the enforcement of security interests or other liens or obligations securing such bonds; (iv) proceeds from the sale of bonds; (v) payments under letters of credit, policies of municipal bond insurance, guarantees, or other credit enhancements; (vi) any reserve or sinking funds created to secure such payment; (vii) accounts receivable of the Authority; or (viii) other available funds of the Authority.
D. Any bonds may be guaranteed by or secured by a pledge of any grant, contribution, or appropriation from a participating political subdivision, the University, the Commonwealth or any political subdivision, agency, or instrumentality of the Commonwealth or from any federal agency or any unit, private corporation, partnership, association, or individual.
2. That the provisions of this act amending §23.1-2402 of the Code of Virginia shall become effective on July 1, 2025.
