23-50.16:5 - Board of Directors; appointment; officers; employees
§ 23-50.16:5. Board of Directors; appointment; officers; employees.
A. The Authority shall be governed by a Board of Directors consisting of 21members as follows: six nonlegislative citizen members, including twophysician-faculty members, to be appointed by the Governor; five members,including two physician-faculty members, to be appointed by the Speaker ofthe House of Delegates; three members, including one physician-facultymember, to be appointed by the Senate Committee on Rules; five nonlegislativecitizen members of the Board of Visitors of Virginia Commonwealth University,to be appointed by the Rector, all of whom shall also be members of the Boardof Visitors of the University at all times while serving on the Board; thePresident of the University and the Vice-President for Health Sciences of theUniversity, or the person who holds such other title as subsequently may beestablished by the Board of Visitors of the University for the chief academicand administrative officer for the Health Sciences Campus of the University,both of whom shall serve as ex officio voting members during their respectiveterms of office.
The five physician-faculty members shall be faculty members of VirginiaCommonwealth University with hospital privileges at Medical College ofVirginia Hospitals at all times while serving on the Board.
After the initial staggering of terms, all appointments shall be for terms ofthree years each, except appointments to fill unexpired vacancies which shallbe made for the remainder of the unexpired terms.
The Governor, the Speaker of the House of Delegates, and the Senate Committeeon Rules shall appoint faculty physicians after consideration of the namesfrom lists submitted by the faculty physicians of the School of Medicine ofVirginia Commonwealth University through the Vice-President for HealthSciences of the University. The list shall contain not less than two namesfor each expired or unexpired vacancy that occurs.
No person shall be eligible to serve more than two consecutive fullthree-year terms as an appointed member, but after the expiration of a termof two years or less, or after the expiration of the remainder of a term towhich appointed to fill a vacancy, or after one year following the expirationof a second full three-year term, two additional three-year terms may beserved by a member if so appointed. The terms of members serving by virtue oftheir office shall expire upon termination of their holding such office. Allmembers shall continue to hold office until their successors have beenappointed and have qualified.
All appointed members, other than those who are members of the Board ofVisitors, shall have demonstrated experience or expertise in business,health-care management or legal affairs. Immediately after theirappointments, members shall enter upon the performance of their duties. TheBoard members appointed from the Board of Visitors and the ex officio membersshall not vote on matters that shall require them to breach their fiduciaryduties to the University or to the Authority.
B. All appointments, including the initial appointments to the Board andappointments to fill vacancies, are subject to confirmation by theaffirmative vote of a majority of those voting in each house of the GeneralAssembly if in session when such appointments are made and, if not insession, at its first regular session subsequent to such appointment. Anymember whose nomination is subject to confirmation during a regular sessionof the General Assembly shall be deemed terminated when the General Assemblyrejects the nomination or when it adjourns without confirming the nomination,whichever is earlier. No such termination shall affect the validity of anyaction taken by such member prior to such termination.
C. A Board member may be removed for malfeasance, misfeasance, incompetenceor gross neglect of duty by the individual or entity that appointed him or,if such appointing individual no longer holds the office creating the rightof appointment, by the current holder of that office.
D. The Board of Directors of the Authority shall elect annually a chairmanand a vice-chairman from among its membership. The Board shall also elect asecretary and treasurer and such assistant secretaries and assistanttreasurers as the Board may authorize for terms determined by the Board, eachof whom may or may not be a member of the Board. The same person may serve asboth secretary and treasurer. The Board may also appoint an executivecommittee and other standing or special committees and prescribe their dutiesand powers, and any executive committee may exercise all such powers andduties of the Board under this chapter as the Board may delegate.
E. The Board may provide for the appointment, employment, term, compensation,and removal of a director, officers, employees and agents of the Authority,including engineers, consultants, lawyers and accountants as the Board deemsappropriate.
F. The Board shall meet at least four times each year and may hold suchspecial meetings as it deems appropriate. The Board may adopt, amend andrepeal such rules, regulations, procedures and bylaws, not contrary to law orinconsistent with this chapter, as it deems expedient for its own governanceand for the governance and management of the Authority. A majority of theBoard shall constitute a quorum for meetings, and the Board may act by amajority of those present at any meeting.
G. Legislative board members shall be entitled to such compensation asprovided § 30-19.12 and nonlegislative citizen board members shall beentitled to such compensation as provided in § 2.2-2813 for their services.All members shall be entitled to reimbursement for all reasonable andnecessary 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 expensesof the members shall be provided by the Authority.
H. 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 theemployees of the Authority.
(1996, cc. 905, 1046; 1998, c. 449; 2000, c. 720; 2004, c. 1000.)