Section 331.1209 - Board of trustees and subsidiary board; appointment, qualifications, and terms of trustees; oath; removal from office; notice of hearing; hearing; vote.
MUNICIPAL HEALTH FACILITIES CORPORATIONS ACT (EXCERPT)
Act 230 of 1987
331.1209 Board of trustees and subsidiary board; appointment, qualifications, and terms of trustees; oath; removal from office; notice of hearing; hearing; vote.
Sec. 209.
(1) Each board of trustees of a corporation and subsidiary board of a subsidiary corporation shall consist of not fewer than 5 or more than 15 trustees. The exact number of trustees and the length of their terms of office shall be as specified in the articles of incorporation or as provided in section 203(1). Except for the initial appointments to boards of trustees and subsidiary boards of newly incorporated corporations and subsidiary corporations, terms of office begin on January 1. The term of office of a trustee appointed to fill a vacancy on a board of trustees or subsidiary board of a corporation or subsidiary corporation established by a county begins upon appointment and shall continue for the remainder of the term of the former trustee whose position became vacant. Terms of office shall be staggered so that an approximately equal number of terms expire at the end of each year or each 2 years, except that terms may be fixed so that the shortest terms do not expire until the end of the second year following the incorporation of a corporation or a subsidiary corporation. Notwithstanding any other provision of this subsection, all trustees shall serve until their successors are appointed. In the case of corporations governed by Act No. 350 of the Public Acts of 1913, being sections 331.151 to 331.169 of the Michigan Compiled Laws, on February 27, 1988, the chief executive of the corporation shall serve as a member of the board of trustees until and unless the duly adopted articles of incorporation provide otherwise, and in other cases the chief executive officer of a corporation or subsidiary corporation established by a county is eligible to serve on the board of trustees or a subsidiary board, either by appointment or, if provided in the articles of incorporation, ex officio.
(2) Upon incorporation of a corporation by a county pursuant to this act, the county board of commissioners shall appoint trustees to all positions on the board of trustees. Adoption of articles of incorporation for a corporation succeeding a county public hospital organized and existing under Act No. 350 of the Public Acts of 1913 or under Act No. 109 of the Public Acts of 1945, being sections 331.201 to 331.213 of the Michigan Compiled Laws, on February 27, 1988 does not constitute incorporation of a corporation for purposes of this subsection. The terms of office of trustees serving on the board of such a county public hospital shall not be diminished, except that the adopted articles may prospectively establish new lengths of terms of office for the board of trustees, and may prospectively alter the board size. Nominations for a position on a board of trustees or subsidiary board of a corporation or subsidiary corporation established by a county, other than an ex officio position filled by a chief executive officer, shall be made by submitting the names of 3 qualified nominees to the county board of commissioners. During the September immediately preceding the expiration of a term of office on the board of trustees or subsidiary board of a corporation or subsidiary corporation established by a county, that board of trustees or subsidiary board shall make nominations for each position for which the term of office is about to expire. Upon creation of a vacancy on the board of trustees or subsidiary board of a corporation or subsidiary corporation established by a county, that board of trustees or subsidiary board shall make nominations for the vacant position. Upon incorporation of a subsidiary corporation by a county, the board of trustees of the parent corporation shall make nominations for each position on the new subsidiary board. The county board of commissioners, at a meeting in that or the following month, shall consider the nominations and shall make appointments to the board of trustees or subsidiary board from among the persons nominated as considered appropriate by the county board of commissioners. The county board of commissioners is not required to fill a position with 1 of the 3 persons nominated, but if it declines to do so, it shall consider nominees and request additional nominees in the manner provided in this subsection until the position is filled.
(3) All trustees of corporations and subsidiary corporations established by a county shall be chosen with reference to their fitness for the office, but not more than 1/3 of the trustees serving at any time shall be direct providers of health care. Trustees shall be citizens of the county unless the articles of incorporation permit individuals who are not citizens of the county to be trustees. Trustees of the parent corporation, the chief executive officer of the parent corporation, and the chief executive officer of a subsidiary corporation are eligible for appointment to a subsidiary board and a trustee or chief executive officer of a parent corporation are eligible for appointment as chief executive officer of a subsidiary corporation, and these offices are not incompatible. Trustees are eligible for reappointment.
(4) Before the tenth day after commencement of their term of office, trustees shall qualify by taking the oath provided by section 1 of article XI of the state constitution of 1963.
(5) Any trustee of a corporation established by a county may be removed from office for cause either by vote of a majority of the members then serving on the county board of commissioners or by vote of a majority of the members then serving on the board of trustees of the corporation. Any trustees of a subsidiary corporation incorporated by a county may be removed from office for cause either by vote of a majority of the members then serving on the county board of commissioners or by vote of a majority of the members then serving on the board of trustees of the parent corporation. As used in this subsection, “cause” includes, but is not limited to, incompetency to properly exercise duties; official misconduct; or habitual or willful neglect of duty, including but not limited to, failure to attend meetings, including committee meetings, in accordance with standards determined from time to time by the board of trustees of the corporation or subsidiary board.
(6) A trustee shall not be removed from office on grounds of misconduct or neglect unless the trustee is served with a notice of hearing and a copy of the asserted ground for removal, and is given full opportunity to be heard, either in person or by counsel, before a vote is taken on the question of removal from office.
History: 1987, Act 230, Eff. Feb. 27, 1988 ;-- Am. 1994, Act 398, Imd. Eff. Dec. 29, 1994