Sec. 10a-253. University of Connecticut Health Center Finance Corporation. Board of directors. Executive director.
Sec. 10a-253. University of Connecticut Health Center Finance Corporation.
Board of directors. Executive director. (a) There is created as a body politic and
corporate, constituting a public instrumentality and political subdivision of the state
created for the performance of an essential public function, The University of Connecticut Health Center Finance Corporation which may exercise the functions, powers and
duties set forth in sections 10a-250 to 10a-263, inclusive, to carry out the purposes set
forth in said sections, which are public purposes for which public funds may be expended. Nothing contained herein shall diminish or impair the rights of employees of
the John Dempsey Hospital or The University of Connecticut Health Center as established under the general statutes including, but not limited to, chapters 66 to 68, inclusive.
(b) The corporation shall be administered by a board of directors consisting of five
members as follows: The president of The University of Connecticut, the executive vice
president for health affairs of said university and the Secretary of the Office of Policy
and Management, each serving ex-officio, and the chairman of the board of trustees of
said university if the Governor has appointed such chairman and if the Governor has
not appointed such chairman, a person appointed by the Governor from among the
Governor's appointees on the board of trustees of said university, and the trustee of said
university who is chairman of The University of Connecticut Health Center board of
directors, established pursuant to subsection (c) of section 10a-104, if the Governor has
appointed such trustee and if the Governor has not appointed such trustee, a person
appointed by the Governor from among the Governor's appointees on the board of
trustees of said university. The terms of the directors who are members of the board of
trustees of said university shall be concurrent with their term on said board of trustees.
Each director may designate a deputy or any member of the staff of such director to
represent the director at meetings of the corporation with full powers to act and vote on
behalf of such director. The Governor shall appoint a director to be chairman of the
board of directors of the corporation. Directors shall receive no compensation but may
be reimbursed for necessary expenses incurred in the performance of their duties under
sections 10a-250 to 10a-263, inclusive. Any director may be removed by the Governor
for misfeasance, malfeasance or wilful neglect of duty. Each director of the corporation
before entering upon his duties shall take and subscribe the oath or affirmation required
by section 1 of article eleventh of the State Constitution. A record of each such oath
shall be filed in the office of the Secretary of the State. Meetings of the corporation shall
be held at such times as shall be specified in the bylaws adopted by the corporation and
at such other time or times as the chairman deems necessary. Within the first ninety
days of each fiscal year, the corporation shall report on its operations for the preceding
fiscal year to the Board of Trustees of The University of Connecticut. The report shall
include a summary of the activities of the corporation, a statement of operations and, if
necessary, recommendations for legislation to promote the purposes of the corporation.
The accounts of the corporation shall be subject to audit by the state Auditors of Public
Accounts. The corporation shall have certified public accountants audit its books and
accounts at least once each fiscal year. The powers of the corporation shall be vested
in and exercised by not less than three of the members of the corporation. Such number
of members shall constitute a quorum. The affirmative vote of a majority of the members
present at a meeting of the corporation shall be necessary for any action taken by the
corporation. No vacancy of one or two members of the corporation shall impair the right
to exercise all the rights and perform all the duties of the corporation. Any action taken
by the corporation under the provisions of sections 10a-250 to 10a-263, inclusive, may
be authorized by resolution at any regular or special meeting, and each such resolution
shall take effect immediately and need not be published or posted. The corporation may
delegate to one or more of its members, or its officers, agents and employees, including
employees of The University of Connecticut, such of its powers and duties as it may
deem proper. The board of directors shall select one of its members to serve as president
of the corporation and to act as its chief executive officer.
(c) The board of directors of the corporation shall appoint an executive director
who shall not be a member of the corporation, who shall serve at the pleasure of the
corporation and who shall receive such compensation as shall be fixed by the corporation. The executive director shall be a state employee, including an employee of the
John Dempsey Hospital, and may receive such additional compensation as may be authorized by the Board of Trustees of The University of Connecticut and the board of
directors of the corporation. The executive director shall be the chief administrative
officer of the corporation and shall direct and supervise administrative affairs and technical activities in accordance with the directives of the corporation under the supervision
of the president of the corporation. The executive director shall attend all meetings of
the corporation, keep a record of the proceedings of the corporation and shall maintain
and be custodian of all books, documents and papers filed with the corporation and of
the minute book or journal of the corporation and of its official seal. The executive
director may cause copies to be made of all minutes and other records and documents
of the corporation and may give certificates under the official seal of the corporation to
the effect that such copies are true copies. All persons dealing with the corporation may
rely upon such certificates. The executive director shall perform such other duties as
may be directed by the corporation in carrying out the purposes of sections 10a-250 to
10a-263, inclusive.
(d) Each director of the board of directors of the corporation shall execute a surety
bond in the penal sum of fifty thousand dollars, or, in lieu thereof, the chairman of
the corporation shall execute a blanket position bond covering each member and the
executive director and the employees of the corporation. Each surety bond or blanket
position bond shall be conditioned upon the faithful performance of the duties of the
office or offices covered, executed by a surety company authorized to transact business
in the state as surety and approved by the Attorney General and filed in the office of
the Secretary of the State. The cost of each such bond shall be paid by the corporation.
(e) The corporation shall be subject to any restrictions on purchasing sources set
forth in The University of Connecticut laws and bylaws as such laws and bylaws may
be amended from time to time. Members of the corporation shall be subject to part I of
chapter 10 provided it shall not constitute a conflict of interest for a trustee, director,
partner, officer, stockholder, proprietor, counsel or employee of any person to serve as a
member of the corporation, provided such trustee, director, partner, officer, stockholder,
proprietor, counsel or employee files with the corporation a record of his capacity with
such person and abstains and absents himself from any deliberation, action and vote by
the corporation in specific respect to such person.
(f) The corporation shall continue as long as it has contracts outstanding and until
its existence is terminated by law. Upon the termination of the corporation, all of its
rights and properties shall pass to and be vested in the hospital as long as the hospital
is part of The University of Connecticut and if not, in The University of Connecticut as
long as the university is a part of the state and if not, in the state.
(g) Neither members of the corporation nor any person executing the contracts of
the corporation shall be liable personally on the contracts of the corporation or be subject
to any personal liability or accountability by reason of the execution or performance of
such contracts.
(h) Directors, officers and employees of the corporation shall be deemed to be employees of the state for purposes of chapter 53 and section 5-141d.
(i) All financial, credit and proprietary information submitted by any person to the
corporation in connection with any joint venture or shared service agreement shall be
exempt from the provisions of subsection (a) of section 1-210.
(P.A. 87-458, S. 4, 18; P.A. 92-154, S. 21-23; P.A. 03-278, S. 119; P.A. 06-196, S. 84.)
History: P.A. 92-154 amended Subsec. (a) to change the name of the finance corporation from John Dempsey Hospital
to The University of Connecticut Health Center, and added reference to the Uncas-on-Thames Hospital in Subsecs. (a)
and (c); P.A. 03-278 deleted reference to the Uncas-on-Thames Hospital in Subsecs. (a) and (c) and replaced "vice president"
with "executive vice president" and "the health affairs committee of said board of trustees" with "The University of
Connecticut Health Center board of directors, established pursuant to subsection (c) of section 10a-104" in Subsec. (b),
effective July 9, 2003; P.A. 06-196 made technical changes in Subsec. (f), effective June 7, 2006.
Subsec. (b):
Cited. 230 C. 24.