HB 1515

1
A bill to be entitled
2An act relating to the Board of Trustees of Bay Medical
3Center, Bay County; codifying, amending, reenacting, and
4repealing chapters 23183 (1945), 27396 (1951), 30578
5(1955), 57-1140, 59-1073, 61-1871, 61-1876, 93-375, and
695-510, Laws of Florida, relating to the Board of Trustees
7of Bay Medical Center, an independent special district of
8the State of Florida; providing legislative intent for the
9ratification and confirmation of the establishment of the
10district; ratifying the appointments and terms of existing
11members of the board; deleting obsolete language;
12providing alternative methods for disbursing and receiving
13funds of the board; providing an effective date.
14
15WHEREAS, chapter 23183, Laws of Florida, 1945, authorized
16the establishment of a county hospital, formerly known as Bay
17Memorial Hospital of Bay County, Florida, now known as Bay
18Medical Center, and
19     WHEREAS, in 1948, the Board of County Commissioners of Bay
20County by resolution petitioned the Governor to appoint a board
21of trustees to administer the affairs of the hospital under the
22general laws of the state until such time as a special act might
23be enacted by the Legislature to establish the terms and
24authority by which the hospital would be administered and
25operated, and
26     WHEREAS, despite the decision of the board of county
27commissioners to divest itself of operational control of the
28hospital, a special act was not immediately enacted, and
29     WHEREAS, nonetheless, the Legislature repeatedly has
30recognized the existence of the board of trustees, first by
31enacting chapter 27396 (1951), Laws of Florida, which authorized
32the board of trustees to organize a medical staff, then by
33enacting chapter 61-1871, Laws of Florida, which conferred upon
34the board of trustees specific powers to provide hospitalization
35insurance and other fringe benefits for its employees, and later
36by enacting chapter 93-375, Laws of Florida, which revised the
37method of appointing its members, and
38     WHEREAS, in chapter 95-510, Laws of Florida, the
39Legislature again amended the method of selection of the board
40of trustees and specifically affirmed the corporate authority of
41the board as a body politic in existence and operating without
42interruption since 1948, thus clarifying and confirming, once
43and for all, its status as an independent special district, NOW,
44THEREFORE,
45
46Be It Enacted by the Legislature of the State of Florida:
47
48     Section 1.  Pursuant to section 189.429, Florida Statutes,
49this act constitutes the codification of all special acts
50relating to Board of Trustees of Bay Medical Center, the
51governing body of the county hospital authorized by chapter
5223183 (1945), Laws of Florida, and subsequently recognized and
53ratified as an independent special district by chapter 95-510,
54Laws of Florida. It is the intent of the Legislature in enacting
55this law to provide a single, comprehensive special act charter
56for the district that ratifies and continues without
57interruption all powers and authority granted to the board by,
58or implicit in, the several previous legislative enactments. In
59furtherance of this intent, the Legislature finds that the Board
60of Trustees of Bay Medical Center, formerly known as Bay
61Memorial Hospital of Bay County, has continuously existed as a
62body politic since 1948, and nothing herein shall be construed
63to question or impair any contract currently outstanding or the
64authority and power of the board to take the actions previously
65taken and spread upon its minutes.
66     Section 2.  Chapters 23183 (1945), 27396 (1951), 30578
67(1955), 57-1140, 59-1073, 61-1871, 61-1876, 93-375, and 95-510,
68Laws of Florida, are codified, reenacted, amended, and repealed
69as provided in this act.
70     Section 3.  The charter for the Board of Trustees of Bay
71Medical Center is re-created and reenacted to read:
72     Section 1.  This act may be cited as the "Bay Medical
73Center District Act."
74     Section 2.  The Board of Trustees of Bay Medical Center
75(the "board of trustees" or the "board"), being formerly known
76as Bay Memorial Hospital of Bay County, Florida, shall be and
77have all the powers of a public body corporate and politic,
78exercisable in the name of Bay Medical Center, to establish,
79lease, acquire, own, and operate one or more hospitals or other
80health care or ancillary facilities situated within Bay County
81and, where supportive of those facilities, within health
82planning districts 1, 2, and 3, as defined in section
83408.032(5), Florida Statutes (1993); to provide health care
84services determined by the board or its delegees to be in the
85best interest of the persons utilizing such facilities and
86services; to do and perform any and all acts or services that
87may be incidental or necessary to carry out those purposes or
88intended to improve the physical or mental health of the persons
89utilizing such facilities and services; to form, contribute to,
90and participate in all manner of alliances and organizations
91involved in the delivery, marketing, sale, and payment of health
92care services; and to engage in any lawful act or activity in
93which a not-for-profit corporation providing health care
94services may engage under the laws of Florida, including, but
95not limited to, the power, the exercise of which is declared to
96be for a public purpose:
97     (1)  To have perpetual existence as a body politic and
98corporate.
99     (2)  To adopt and use, and prescribe the use of, a common
100seal and one or more service marks, and to alter the same at
101pleasure.
102     (3)  To contract and enter agreements with public and
103private entities.
104     (4)  To sue and be sued pursuant to section 768.28, Florida
105Statutes, in the name of Bay Medical Center.
106     (5)  To acquire, purchase, hold, develop, improve, modify,
107lease as lessee or lessor, and convey such real and personal
108property as the board may deem proper or expedient to further
109the purposes of this act.
110     (6)  To appoint and employ such executive officers and such
111other agents and employees as the board may deem advisable.
112     (7)  To borrow money, incur indebtedness, and, by
113resolution of the board, issue notes, revenue certificates,
114bonds, and other evidences of indebtedness payable from
115revenues, lease participations, or legally available funds by
116Bay Medical Center, and to fund or refund the same, all upon
117such terms and conditions and containing such provisions as may
118be approved by the board.
119     (8)  To borrow money and, by resolution of the board, issue
120anticipation notes payable from the anticipated proceeds of
121bonds, notes, certificates, lease participations, revenues,
122grants, agreements with public or private entities, or legally
123available funds of Bay Medical Center, and to fund or refund the
124same, all upon such terms and conditions and containing such
125provisions as may be approved by the board.
126     (9)  To make and adopt bylaws for the organization of and
127the transaction of business by the board and for the governance
128and operation of the facilities operated by Bay Medical Center.
129     (10)  To establish and authorize a medical staff to direct
130and control medical staff and allied health practitioners with
131privileges to perform professional services in the hospitals and
132other facilities operated by Bay Medical Center. The board
133shall, after recommendation of the medical staff, establish
134bylaws, rules, and regulations governing the organization of
135such medical staff; the selection, appointment, and
136reappointment of such medical staff members; the selection,
137credentialing, and recredentialing of allied health
138practitioners; the disciplining or removal of medical staff
139members and allied health practitioners; the delineation of
140clinical privileges; the professional and administrative duties
141of members of the medical staff; and such other matters as the
142board may address so that the health and well-being of patients
143and the best interests of the hospital and other facilities
144authorized pursuant to this act may at all times be served.
145     (11)  To determine the lines and levels of services to be
146delivered through the facilities operated by Bay Medical Center.
147     (12)  To establish, fix, and charge rates, fees, rentals,
148and other charges for the use of the services and facilities
149operated by Bay Medical Center.
150     (13)  To establish a risk management and retention program
151consisting of such self-insurance plans or commercial insurance,
152or both, as the board may deem prudent to protect against those
153risks of loss commonly insured against by businesses and
154organizations carrying out health care functions.
155     (14)  To form Florida for-profit corporations and other
156business organizations, and to form, become a member of,
157participate in the governance of, including exercising control
158over such governance, and to contribute funds to Florida not-
159for-profit corporations. Bay Medical Center shall not hold in
160its name corporate stock or similar evidence of ownership
161(herein "stock") issued by any for-profit corporation or other
162business organization established under the authority of this
163section, but such stock may be held either by a not-for-profit
164corporation established by Bay Medical Center or by a third
165party in trust for Bay Medical Center under a written trust
166agreement. The corporations or other business organizations
167established under the authority of this section may be
168stockholders with and may enter into joint ventures and other
169cooperative projects with third-party individuals and entities
170as long as Bay Medical Center itself is not directly involved as
171a shareholder, joint venturer, or partner. The fact that a
172corporation or other business organization established by Bay
173Medical Center is a shareholder, joint venturer, or other type
174of participant in a business or cooperative project shall not,
175alone, subject that business or cooperative project to the
176requirements of section 119.07(1) or section 286.011, Florida
177Statutes, except as otherwise provided by Florida law.
178     (15)  To enter into arrangements with other public or
179private hospitals or entities to provide for the cooperative
180sharing of facilities and other resources, as well as to provide
181for the merger or consolidation of hospitals or facilities into
182Bay Medical Center, in order to improve the quality of the
183patient care in Bay and neighboring counties, achieve higher
184utilization of resources, improve cost-control measures, avoid
185unnecessary duplication of resources within those counties, and
186help make it possible for residents of those counties to obtain
187and afford the benefits of technological and scientific
188improvements in hospital care and services.
189     (16)  To engage in, and pay from its funds those expenses
190of the type normally incurred in, the establishment,
191acquisition, operation, repair, maintenance, expansion, and
192diversification of an integrated system for the delivery of
193physical, emotional, mental, or other health care services,
194consisting of, without limitation, hospitals, clinics, health
195maintenance organizations, ambulatory care facilities, nursing
196homes and congregate and assisted living facilities, home health
197providers, hospice facilities, managed care organizations and
198facilities, other alternative delivery systems now or hereafter
199conceived, self-insurance and risk-retention programs, captive
200insurance companies and support organizations, and organizations
201and facilities intended to prevent sickness, injury, or disease
202or to promote a healthy lifestyle. This subsection shall not be
203construed to restrict any of the powers vested in Bay Medical
204Center by any other provision of this act or any provision of
205general law.
206     (17)  To provide either independently or in cooperation
207with other public or private agencies, an appropriate location
208or locations for the delivery of quality hospital care and
209related services and treatment to patients who are determined
210according to criteria established or approved by the board to be
211medically indigent. The board may establish policies providing a
212reduced charge or no charge for the treatment of those patients
213who, after reasonable inquiry, are found by the hospital
214management to be without the means to pay in full. The board
215may, from time to time, establish guidelines for the hospital
216management in making such inquiry and determinations. The board
217may collect from patients who are found to have the means to pay
218such charges as the hospital board may, in its sole discretion,
219from time to time establish.
220     (18)  To accept gifts and contributions; to accept moneys
221or funds available from other private or governmental agencies
222for payment of the cost of treatment and care of patients or for
223other purposes; and to accept the grant, conveyance, or lease of
224those assets now or hereafter owned by the Board of County
225Commissioners of Bay County, (the "board of county
226commissioners") and either in the possession of the board of
227trustees or used or useful in the operation of Bay Medical
228Center, which grant, conveyance, or lease is hereby authorized,
229and to dedicate such assets to hospital, health care, and
230ancillary purposes as provided herein.
231     (19)  To make contributions to charitable organizations
232described in Section 501(c)(3) of the Internal Revenue Code of
2331986, as amended, as well as to governmental agencies for such
234purposes as the board may determine to further the physical and
235mental health of the residents of Bay County or the persons
236utilizing the facilities and services offered by the board.
237     (20)  To create, be a voting member of, choose directors to
238serve on the boards of, be a partner in, or participate in or
239control any venture, corporation, partnership, or other
240organization, public or private, and contribute funds thereto,
241which the board finds operates for purposes consistent with, and
242in furtherance of, the mission, purposes, and best interests of
243the hospital and other facilities created, operated, or
244authorized under this act.
245     (21)  To enter one or more contracts, upon such terms and
246conditions as the board may deem advisable, to receive or
247provide management services, professional services, and skilled
248or unskilled labor.
249     (22)  To incur and pay reasonable expenditures for travel,
250physician recruiting, employee recruiting, hospitality,
251education, and marketing related to the furtherance of the
252objectives of this act.
253     (23)  To do all things which are customarily done by other
254hospitals, public or private, similarly situated and which will
255further the purposes of this act.
256     (24)  To exercise all implied powers necessary to further
257the purposes of this act, which implied powers, although not
258named, are hereby expressly granted.
259     (25)  To provide and pay for employee benefits customarily
260provided by private employers similarly situated, with or
261without employee contribution, including, without limitation,
262group health insurance through a self-insurance plan or a
263commercial insurer, or both, with optional extension of coverage
264to dependents, group life insurance, and group disability
265insurance, and to allow varied discounts on the cost of drugs,
266emergency care, diagnostic, and other hospital services to
267employees of Bay Medical Center, members of the medical staff,
268and allied health practitioners with credentials at facilities
269operated by Bay Medical Center.
270
271The express examples of powers enumerated herein shall not be
272construed to limit or preclude the exercise of any other power,
273express or implied. Nonetheless, the board shall have neither
274the power to levy any tax nor the power to appropriate property
275by right of eminent domain.
276     Section 3.  The Board of Trustees of Bay Medical Center
277shall consist of nine persons, one of whom shall be nominated
278and confirmed by the board of county commissioners, six of whom
279shall be nominated by the board of trustees and confirmed by the
280board of county commissioners, and two of whom shall be
281nominated by the medical staff of the primary hospital operated
282by the board of trustees and confirmed by the board of county
283commissioners. Each medical staff nominee shall be selected by
284majority vote of active medical staff members conducted in
285accordance with the bylaws governing regular medical staff
286affairs and approved by the board of trustees for submission to
287the board of county commissioners. The board of county
288commissioners shall nominate and confirm its single appointee
289approximately 30 days prior to the end of the expiring term. For
290all other appointments, one qualified person shall be nominated
291for each vacancy approximately 60 days prior to the end of the
292expiring term. The board of county commissioners shall confirm
293or reject such nominee within 30 days after the nomination is
294made. If the nominee is rejected, one additional qualified
295person shall be nominated within 30 days thereafter and the
296process shall be repeated in like manner until the appointment
297is complete or three nominations have been made. If the third
298nominee is rejected, the board of county commissioners alone
299shall make the appointment. The appointment of all members of
300the board of trustees in office on the effective date of this
301act, and the seats and terms for which they were appointed, are
302hereby ratified and validated. Upon the expiration of their
303respective terms, successors to Seats One, Two, Three, Four,
304Five, and Six shall be nominated by the board of trustees and
305confirmed by the board of county commissioners for a term of 4
306years; successors to Seats Eight and Nine shall be nominated by
307the medical staff as provided herein and confirmed by the board
308of county commissioners for a term of 4 years; and successors to
309Seat Seven shall be nominated and confirmed by the board of
310county commissioners alone for a term of 4 years. In the event a
311seat becomes vacant by reason of resignation, death, removal,
312suspension, or otherwise, the bodies or body nominating and
313confirming that member shall by similar procedure nominate and
314confirm a member to fill the vacant seat for the remainder of
315the term or, in the event of a suspension, the period of
316suspension. Every member shall serve until the expiration of
317that member's term or the confirmation of that member's
318successor by the board of county commissioners, whichever occurs
319later. A person who has served two full, consecutive terms as a
320member of the board of trustees shall not be eligible for
321reconfirmation until the next regular appointment process
322occurring approximately 2 years after that person's termination
323of service. Each member of the board of trustees shall be and
324remain a citizen and resident of the state, of sound mind and
325good moral character, and without economic or other interests
326either in competition with the best interests of the facilities,
327services, and businesses operated and provided by Bay Medical
328Center or likely to create a continuing or frequently recurring
329temptation to disregard the member's fiduciary duty to Bay
330Medical Center. Without limiting the foregoing, the following
331persons are declared to be disqualified from service on the
332board of trustees: any person employed by Bay Medical Center or
333any entity controlled by Bay Medical Center; any person employed
334by, holding a material interest in, or serving as an officer,
335director, manager of, or business consultant or advisor to, any
336business entity operating or providing facilities or services
337the majority of which are in competition with the facilities or
338health care services operated or offered by Bay Medical Center
339or any entity controlled by Bay Medical Center; and any person
340serving upon any executive, administrative, or credentialing
341committee of the medical staff of any facility or organization
342operated by Bay Medical Center or any entity controlled by Bay
343Medical Center. As used herein, "material interest" means direct
344or indirect, legal, equitable, or beneficial ownership of or
345interest in more than 5 percent of the total assets or capital
346stock of any business entity. For purposes of this act, indirect
347ownership includes, without limitation, ownership by a spouse or
348minor child. A determination by the board of county
349commissioners, after full and fair disclosure of all relevant
350facts, that a nominee or board member is qualified
351notwithstanding the appearance of a conflict shall constitute a
352legislative determination of that fact. Members of the board of
353trustees may be removed by the Governor for cause.
354Notwithstanding the qualifications for members of the board of
355trustees set forth above, any otherwise valid act of the board
356of trustees shall be valid notwithstanding a subsequent
357determination that one or more members of the board of trustees
358were not qualified under this act to serve at the time such
359action was taken.
360     Section 4.  The board shall elect from its members a chair
361and vice chair and either a secretary and a treasurer or a
362secretary-treasurer. Five of the members shall constitute a
363quorum, but no action, except to recess or adjourn, shall be
364effective unless five of the members concur therein. The board
365shall cause true and accurate minutes and records to be kept of
366all business transacted by the board and shall keep full, true,
367and complete books of accounts and records. Except as provided
368by law, such minutes, records, and books of accounts and the
369current budget shall at all reasonable times be open and subject
370to public inspection, and any person desiring to do so may make
371or procure a copy of any minutes, records, or books of accounts
372or position filled, as he or she may desire at the person's
373expense. Except as provided by law, all meetings of the board
374shall be open to the general public. At least once a year the
375board shall cause the financial records and accounts of the
376hospital to be audited by a certified public accountant
377authorized to practice public accounting in the state.
378     Section 5.  The board shall hire or appoint a chief
379executive officer, who shall have the title of president. The
380president shall be responsible to see to the hiring or retention
381of such vice presidents, assistants, and personnel as he or she
382may deem necessary for the efficient management and operation of
383the hospital and its other facilities. The president shall
384recommend the adoption of such general policies by the board as
385may be deemed necessary and appropriate for the day-to-day
386management and operation of the hospital and its other
387facilities, and the board may authorize the president to see to
388the establishment of specific policies, procedures, guidelines,
389and rules regarding such management and operation. The board may
390authorize and delegate the enforcement of all such policies,
391procedures, guidelines, and rules to the president, who may, in
392turn, authorize and delegate enforcement of the same to such
393assistants, staff, or contractors as the president may deem
394appropriate or necessary.
395     Section 6.  Funds of the board may be paid out or received
396for purposes consistent with this act only upon drafts, checks,
397or warrants signed by persons duly authorized by the board to
398execute such instruments or, if authorized by the board and
399subject to all restrictions and limitations contained in any
400such authorization, by electronic funds transfers, wire
401transfers, direct credits, direct debits, purchasing cards, or
402any other electronic means as may be provided or authorized by
403the Federal Reserve Bank. The board may authorize the use of
404facsimile signatures under conditions specified by the board.
405The board may adopt rules for the payment of lesser sums in
406cash, not to exceed $100, and a petty cash fund or funds may be
407established for such purpose with the maximum amount payable in
408cash in one transaction fixed by the board. All funds of the
409board shall be deposited in banks which are qualified under
410state law to accept deposits of public funds. The board may
411deposit or invest its surplus funds in interest-bearing
412accounts, instruments, or securities, to the fullest extent
413permitted by general law.
414     Section 7.  The public hospital operated under this act
415shall be for the primary use and benefit of the residents of Bay
416County. Such residents may be admitted to the hospital or
417treated at its other facilities, including additional hospitals
418owned, acquired, leased, or operated by Bay Medical Center,
419subject, however, to the rules and regulations adopted by the
420board. The board may extend the use of the hospital and its
421other facilities to nonresidents of Bay County upon such terms
422and conditions as the board may from time to time by its rules
423and regulations provide.
424     Section 8.  The board of county commissioners and the board
425of trustees, jointly, are hereby authorized by a majority vote
426of the board of county commissioners and a two-thirds vote of
427the board of trustees, to grant, give, sell, convey, lease, or
428otherwise dispose of all of the assets and property, real,
429personal, and mixed, constituting the health care and ancillary
430facilities owned or controlled by the board of trustees,
431including property owned by the board of county commissioners,
432to a for-profit or not-for-profit corporation or other entity,
433upon a finding by a majority vote of the board of county
434commissioners and a two-thirds vote of the board of trustees,
435that such grant, gift, sale, conveyance, lease, or other
436disposition is in the best interest of the continued delivery of
437comprehensive, quality health care for the residents of Bay
438County, reasonably ensures the continued availability of such
439care regardless of ability to pay, and will provide for the
440continued treatment of indigent patients pursuant to the Florida
441Health Care Responsibility Act and pursuant to chapter 87-92,
442Laws of Florida, to the extent that the board of trustees is
443then providing such treatment pursuant to those acts. Such a
444finding shall constitute a determination that any such action
445serves a public purpose. The authority granted in this section
446is cumulative and in addition to all other powers of the board
447of trustees and nothing in this section shall be interpreted or
448construed to diminish or limit any such power. Following any
449such grant, gift, sale, conveyance, lease, or other disposition,
450and after paying or making provision for the payment of all
451liabilities of the board of trustees, the board of county
452commissioners and the board of trustees, jointly, are hereby
453authorized, by a majority vote of the former and a two-thirds
454vote of the latter, to dissolve the board of trustees, in which
455event any other assets of the board of trustees shall be
456distributed to the board of county commissioners. In the event,
457for any reason, the board of county commissioners is unable or
458unwilling to accept any or some of the assets distributed to it,
459a court of competent jurisdiction, in an action brought for that
460purpose, shall order the disposition of such nondistributable
461assets to such organization or organizations organized and
462operated for charitable, educational, or scientific purposes as
463shall at that time qualify as an exempt organization under
464section 501(c)(3) of the Internal Revenue Code of 1986, as
465amended (or the corresponding provision of any future United
466States Internal Revenue law), and as the court shall determine
467to be best calculated to carry out the purposes of this act. In
468the event that either the board of county commissioners or the
469board of trustees proposes to exercise the authority granted in
470this section and the other board does not agree, either board
471may place the proposed grant, gift, sale, conveyance, lease, or
472other disposition, and the general terms thereof, to a vote of
473the electors of Bay County at the next general election or at a
474special election called for such purpose. Upon approval of such
475action by a majority of the electors voting in a referendum upon
476such action, the board making the proposal shall be authorized,
477but not required, to take such action alone within a period of
478180 days after the referendum.
479     Section 9.  The effectuation of the authorized purposes
480under the provisions of this act shall be in all respects for
481the benefit of the people of Bay County and is hereby declared
482to be for the preservation of the public health, for the public
483good, and for the use of the public of the county; and, since
484the board will be performing essential governmental functions in
485effectuating such purposes, the board or any other agency,
486instrumentality, or body in charge of the hospital shall not be
487required to pay any taxes or assessments of any kind or nature
488whatsoever upon any property required or used for or in
489connection with any additions, extensions, and improvements to
490such hospital or hospitals or system or systems, or any rates,
491fees, rentals, receipts, or income at any time received from the
492operation thereof; and all bonds issued hereunder, their
493transfer, and the income therefrom, including any profits made
494on the sale thereof, shall at all times be free from taxation of
495any kind by the state or by any political subdivision, taxing
496agency, or instrumentality thereof.
497     Section 10.  The Legislature intends that the provisions of
498this act shall be liberally construed in order to accomplish the
499remedial purposes of this act which are to give the board a
500reasonable opportunity to manage and develop a public hospital
501or hospitals and other facilities in an increasingly competitive
502and rapidly changing marketplace in order to provide quality and
503comprehensive health care for the residents of Bay County,
504regardless of ability to pay. Where strict construction of this
505act would result in the defeat of the accomplishment of any of
506the purposes of this act, and a liberal construction would
507permit or assist in the accomplishment thereof, the liberal
508construction shall be chosen. In the event any provision of this
509act is held to be unconstitutional or otherwise unenforceable,
510the remainder of this act shall continue in full force and
511effect and be liberally construed to advance the remedial
512purposes of this act.
513     Section 4.   Chapters 23183 (1945), 27396 (1951), 30578
514(1955), 57-1140, 59-1073, 61-1871, 61-1876, 93-375,and 95-510,
515Laws of Florida, are repealed.
516     Section 5.  This act shall take effect upon becoming a law.


CODING: Words stricken are deletions; words underlined are additions.