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; confirming inapplicability of the
14Administrative Procedure Act; providing an effective date.
15
16WHEREAS, chapter 23183, Laws of Florida, 1945, authorized
17the establishment of a county hospital, formerly known as Bay
18Memorial Hospital of Bay County, Florida, now known as Bay
19Medical Center, and
20     WHEREAS, in 1948, the Board of County Commissioners of Bay
21County by resolution petitioned the Governor to appoint a board
22of trustees to administer the affairs of the hospital under the
23general laws of the state until such time as a special act might
24be enacted by the Legislature to establish the terms and
25authority by which the hospital would be administered and
26operated, and
27     WHEREAS, despite the decision of the board of county
28commissioners to divest itself of operational control of the
29hospital, a special act was not immediately enacted, and
30     WHEREAS, nonetheless, the Legislature repeatedly has
31recognized the existence of the board of trustees, first by
32enacting chapter 27396 (1951), Laws of Florida, which authorized
33the board of trustees to organize a medical staff, then by
34enacting chapter 61-1871, Laws of Florida, which conferred upon
35the board of trustees specific powers to provide hospitalization
36insurance and other fringe benefits for its employees, and later
37by enacting chapter 93-375, Laws of Florida, which revised the
38method of appointing its members, and
39     WHEREAS, in chapter 95-510, Laws of Florida, the
40Legislature again amended the method of selection of the board
41of trustees and specifically affirmed the corporate authority of
42the board as a body politic in existence and operating without
43interruption since 1948, thus clarifying and confirming, once
44and for all, its status as an independent special district, NOW,
45THEREFORE,
46
47Be It Enacted by the Legislature of the State of Florida:
48
49     Section 1.  Pursuant to section 189.429, Florida Statutes,
50this act constitutes the codification of all special acts
51relating to Board of Trustees of Bay Medical Center, the
52governing body of the county hospital authorized by chapter
5323183 (1945), Laws of Florida, and subsequently recognized and
54ratified as an independent special district by chapter 95-510,
55Laws of Florida. It is the intent of the Legislature in enacting
56this law to provide a single, comprehensive special act charter
57for the district that ratifies and continues without
58interruption all powers and authority granted to the board by,
59or implicit in, the several previous legislative enactments. In
60furtherance of this intent, the Legislature finds that the Board
61of Trustees of Bay Medical Center, formerly known as Bay
62Memorial Hospital of Bay County, has continuously existed as a
63body politic since 1948, and nothing herein shall be construed
64to question or impair any contract currently outstanding or the
65authority and power of the board to take the actions previously
66taken and spread upon its minutes.
67     Section 2.  Chapters 23183 (1945), 27396 (1951), 30578
68(1955), 57-1140, 59-1073, 61-1871, 61-1876, 93-375, and 95-510,
69Laws of Florida, are codified, reenacted, amended, and repealed
70as provided in this act.
71     Section 3.  The charter for the Board of Trustees of Bay
72Medical Center is re-created and reenacted to read:
73     Section 1.  This act may be cited as the "Bay Medical
74Center District Act."
75     Section 2.  The Board of Trustees of Bay Medical Center
76(the "board of trustees" or the "board"), being formerly known
77as Bay Memorial Hospital of Bay County, Florida, shall be and
78have all the powers of a public body corporate and politic,
79exercisable in the name of Bay Medical Center, to establish,
80lease, acquire, own, and operate one or more hospitals or other
81health care or ancillary facilities situated within Bay County
82and, where supportive of those facilities, within health
83planning districts 1, 2, and 3, as defined in section
84408.032(5), Florida Statutes (1993); to provide health care
85services determined by the board or its delegees to be in the
86best interest of the persons utilizing such facilities and
87services; to do and perform any and all acts or services that
88may be incidental or necessary to carry out those purposes or
89intended to improve the physical or mental health of the persons
90utilizing such facilities and services; to form, contribute to,
91and participate in all manner of alliances and organizations
92involved in the delivery, marketing, sale, and payment of health
93care services; and to engage in any lawful act or activity in
94which a not-for-profit corporation providing health care
95services may engage under the laws of Florida, including, but
96not limited to, the power, the exercise of which is declared to
97be for a public purpose:
98     (1)  To have perpetual existence as a body politic and
99corporate.
100     (2)  To adopt and use, and prescribe the use of, a common
101seal and one or more service marks, and to alter the same at
102pleasure.
103     (3)  To contract and enter agreements with public and
104private entities.
105     (4)  To sue and be sued pursuant to section 768.28, Florida
106Statutes, in the name of Bay Medical Center.
107     (5)  To acquire, purchase, hold, develop, improve, modify,
108lease as lessee or lessor, and convey such real and personal
109property as the board may deem proper or expedient to further
110the purposes of this act.
111     (6)  To appoint and employ such executive officers and such
112other agents and employees as the board may deem advisable.
113     (7)  To borrow money, incur indebtedness, and, by
114resolution of the board, issue notes, revenue certificates,
115bonds, and other evidences of indebtedness payable from
116revenues, lease participations, or legally available funds by
117Bay Medical Center, and to fund or refund the same, all upon
118such terms and conditions and containing such provisions as may
119be approved by the board.
120     (8)  To borrow money and, by resolution of the board, issue
121anticipation notes payable from the anticipated proceeds of
122bonds, notes, certificates, lease participations, revenues,
123grants, agreements with public or private entities, or legally
124available funds of Bay Medical Center, and to fund or refund the
125same, all upon such terms and conditions and containing such
126provisions as may be approved by the board.
127     (9)  To make and adopt bylaws for the organization of and
128the transaction of business by the board and for the governance
129and operation of the facilities operated by Bay Medical Center.
130     (10)  To establish and authorize a medical staff to direct
131and control medical staff and allied health practitioners with
132privileges to perform professional services in the hospitals and
133other facilities operated by Bay Medical Center. The board
134shall, after recommendation of the medical staff, establish
135bylaws, rules, and regulations governing the organization of
136such medical staff; the selection, appointment, and
137reappointment of such medical staff members; the selection,
138credentialing, and recredentialing of allied health
139practitioners; the disciplining or removal of medical staff
140members and allied health practitioners; the delineation of
141clinical privileges; the professional and administrative duties
142of members of the medical staff; and such other matters as the
143board may address so that the health and well-being of patients
144and the best interests of the hospital and other facilities
145authorized pursuant to this act may at all times be served.
146     (11)  To determine the lines and levels of services to be
147delivered through the facilities operated by Bay Medical Center.
148     (12)  To establish, fix, and charge rates, fees, rentals,
149and other charges for the use of the services and facilities
150operated by Bay Medical Center.
151     (13)  To establish a risk management and retention program
152consisting of such self-insurance plans or commercial insurance,
153or both, as the board may deem prudent to protect against those
154risks of loss commonly insured against by businesses and
155organizations carrying out health care functions.
156     (14)  To form Florida for-profit corporations and other
157business organizations, and to form, become a member of,
158participate in the governance of, including exercising control
159over such governance, and to contribute funds to Florida not-
160for-profit corporations. Bay Medical Center shall not hold in
161its name corporate stock or similar evidence of ownership
162(herein "stock") issued by any for-profit corporation or other
163business organization established under the authority of this
164section, but such stock may be held either by a not-for-profit
165corporation established by Bay Medical Center or by a third
166party in trust for Bay Medical Center under a written trust
167agreement. The corporations or other business organizations
168established under the authority of this section may be
169stockholders with and may enter into joint ventures and other
170cooperative projects with third-party individuals and entities
171as long as Bay Medical Center itself is not directly involved as
172a shareholder, joint venturer, or partner. The fact that a
173corporation or other business organization established by Bay
174Medical Center is a shareholder, joint venturer, or other type
175of participant in a business or cooperative project shall not,
176alone, subject that business or cooperative project to the
177requirements of section 119.07(1) or section 286.011, Florida
178Statutes, except as otherwise provided by Florida law.
179     (15)  To enter into arrangements with other public or
180private hospitals or entities to provide for the cooperative
181sharing of facilities and other resources, as well as to provide
182for the merger or consolidation of hospitals or facilities into
183Bay Medical Center, in order to improve the quality of the
184patient care in Bay and neighboring counties, achieve higher
185utilization of resources, improve cost-control measures, avoid
186unnecessary duplication of resources within those counties, and
187help make it possible for residents of those counties to obtain
188and afford the benefits of technological and scientific
189improvements in hospital care and services.
190     (16)  To engage in, and pay from its funds those expenses
191of the type normally incurred in, the establishment,
192acquisition, operation, repair, maintenance, expansion, and
193diversification of an integrated system for the delivery of
194physical, emotional, mental, or other health care services,
195consisting of, without limitation, hospitals, clinics, health
196maintenance organizations, ambulatory care facilities, nursing
197homes and congregate and assisted living facilities, home health
198providers, hospice facilities, managed care organizations and
199facilities, other alternative delivery systems now or hereafter
200conceived, self-insurance and risk-retention programs, captive
201insurance companies and support organizations, and organizations
202and facilities intended to prevent sickness, injury, or disease
203or to promote a healthy lifestyle. This subsection shall not be
204construed to restrict any of the powers vested in Bay Medical
205Center by any other provision of this act or any provision of
206general law.
207     (17)  To provide either independently or in cooperation
208with other public or private agencies, an appropriate location
209or locations for the delivery of quality hospital care and
210related services and treatment to patients who are determined
211according to criteria established or approved by the board to be
212medically indigent. The board may establish policies providing a
213reduced charge or no charge for the treatment of those patients
214who, after reasonable inquiry, are found by the hospital
215management to be without the means to pay in full. The board
216may, from time to time, establish guidelines for the hospital
217management in making such inquiry and determinations. The board
218may collect from patients who are found to have the means to pay
219such charges as the hospital board may, in its sole discretion,
220from time to time establish.
221     (18)  To accept gifts and contributions; to accept moneys
222or funds available from other private or governmental agencies
223for payment of the cost of treatment and care of patients or for
224other purposes; and to accept the grant, conveyance, or lease of
225those assets now or hereafter owned by the Board of County
226Commissioners of Bay County, (the "board of county
227commissioners") and either in the possession of the board of
228trustees or used or useful in the operation of Bay Medical
229Center, which grant, conveyance, or lease is hereby authorized,
230and to dedicate such assets to hospital, health care, and
231ancillary purposes as provided herein.
232     (19)  To make contributions to charitable organizations
233described in Section 501(c)(3) of the Internal Revenue Code of
2341986, as amended, as well as to governmental agencies for such
235purposes as the board may determine to further the physical and
236mental health of the residents of Bay County or the persons
237utilizing the facilities and services offered by the board.
238     (20)  To create, be a voting member of, choose directors to
239serve on the boards of, be a partner in, or participate in or
240control any venture, corporation, partnership, or other
241organization, public or private, and contribute funds thereto,
242which the board finds operates for purposes consistent with, and
243in furtherance of, the mission, purposes, and best interests of
244the hospital and other facilities created, operated, or
245authorized under this act.
246     (21)  To enter one or more contracts, upon such terms and
247conditions as the board may deem advisable, to receive or
248provide management services, professional services, and skilled
249or unskilled labor.
250     (22)  To incur and pay reasonable expenditures for travel,
251physician recruiting, employee recruiting, hospitality,
252education, and marketing related to the furtherance of the
253objectives of this act.
254     (23)  To do all things which are customarily done by other
255hospitals, public or private, similarly situated and which will
256further the purposes of this act.
257     (24)  To exercise all implied powers necessary to further
258the purposes of this act, which implied powers, although not
259named, are hereby expressly granted.
260     (25)  To provide and pay for employee benefits customarily
261provided by private employers similarly situated, with or
262without employee contribution, including, without limitation,
263group health insurance through a self-insurance plan or a
264commercial insurer, or both, with optional extension of coverage
265to dependents, group life insurance, and group disability
266insurance, and to allow varied discounts on the cost of drugs,
267emergency care, diagnostic, and other hospital services to
268employees of Bay Medical Center, members of the medical staff,
269and allied health practitioners with credentials at facilities
270operated by Bay Medical Center.
271
272The express examples of powers enumerated herein shall not be
273construed to limit or preclude the exercise of any other power,
274express or implied. Nonetheless, the board shall have neither
275the power to levy any tax nor the power to appropriate property
276by right of eminent domain.
277     Section 3.  The Board of Trustees of Bay Medical Center
278shall consist of nine persons, one of whom shall be nominated
279and confirmed by the board of county commissioners, six of whom
280shall be nominated by the board of trustees and confirmed by the
281board of county commissioners, and two of whom shall be
282nominated by the medical staff of the primary hospital operated
283by the board of trustees and confirmed by the board of county
284commissioners. Each medical staff nominee shall be selected by
285majority vote of active medical staff members conducted in
286accordance with the bylaws governing regular medical staff
287affairs and approved by the board of trustees for submission to
288the board of county commissioners. The board of county
289commissioners shall nominate and confirm its single appointee
290approximately 30 days prior to the end of the expiring term. For
291all other appointments, one qualified person shall be nominated
292for each vacancy approximately 60 days prior to the end of the
293expiring term. The board of county commissioners shall confirm
294or reject such nominee within 30 days after the nomination is
295made. If the nominee is rejected, one additional qualified
296person shall be nominated within 30 days thereafter and the
297process shall be repeated in like manner until the appointment
298is complete or three nominations have been made. If the third
299nominee is rejected, the board of county commissioners alone
300shall make the appointment. The appointment of all members of
301the board of trustees in office on the effective date of this
302act, and the seats and terms for which they were appointed, are
303hereby ratified and validated. Upon the expiration of their
304respective terms, successors to Seats One, Two, Three, Four,
305Five, and Six shall be nominated by the board of trustees and
306confirmed by the board of county commissioners for a term of 4
307years; successors to Seats Eight and Nine shall be nominated by
308the medical staff as provided herein and confirmed by the board
309of county commissioners for a term of 4 years; and successors to
310Seat Seven shall be nominated and confirmed by the board of
311county commissioners alone for a term of 4 years. In the event a
312seat becomes vacant by reason of resignation, death, removal,
313suspension, or otherwise, the bodies or body nominating and
314confirming that member shall by similar procedure nominate and
315confirm a member to fill the vacant seat for the remainder of
316the term or, in the event of a suspension, the period of
317suspension. Every member shall serve until the expiration of
318that member's term or the confirmation of that member's
319successor by the board of county commissioners, whichever occurs
320later. A person who has served two full, consecutive terms as a
321member of the board of trustees shall not be eligible for
322reconfirmation until the next regular appointment process
323occurring approximately 2 years after that person's termination
324of service. Each member of the board of trustees shall be and
325remain a citizen and resident of the state, of sound mind and
326good moral character, and without economic or other interests
327either in competition with the best interests of the facilities,
328services, and businesses operated and provided by Bay Medical
329Center or likely to create a continuing or frequently recurring
330temptation to disregard the member's fiduciary duty to Bay
331Medical Center. Without limiting the foregoing, the following
332persons are declared to be disqualified from service on the
333board of trustees: any person employed by Bay Medical Center or
334any entity controlled by Bay Medical Center; any person employed
335by, holding a material interest in, or serving as an officer,
336director, manager of, or business consultant or advisor to, any
337business entity operating or providing facilities or services
338the majority of which are in competition with the facilities or
339health care services operated or offered by Bay Medical Center
340or any entity controlled by Bay Medical Center; and any person
341serving upon any executive, administrative, or credentialing
342committee of the medical staff of any facility or organization
343operated by Bay Medical Center or any entity controlled by Bay
344Medical Center. As used herein, "material interest" means direct
345or indirect, legal, equitable, or beneficial ownership of or
346interest in more than 5 percent of the total assets or capital
347stock of any business entity. For purposes of this act, indirect
348ownership includes, without limitation, ownership by a spouse or
349minor child. A determination by the board of county
350commissioners, after full and fair disclosure of all relevant
351facts, that a nominee or board member is qualified
352notwithstanding the appearance of a conflict shall constitute a
353legislative determination of that fact. Members of the board of
354trustees may be removed by the Governor for cause.
355Notwithstanding the qualifications for members of the board of
356trustees set forth above, any otherwise valid act of the board
357of trustees shall be valid notwithstanding a subsequent
358determination that one or more members of the board of trustees
359were not qualified under this act to serve at the time such
360action was taken.
361     Section 4.  The board shall elect from its members a chair
362and vice chair and either a secretary and a treasurer or a
363secretary-treasurer. Five of the members shall constitute a
364quorum, but no action, except to recess or adjourn, shall be
365effective unless five of the members concur therein. The board
366shall cause true and accurate minutes and records to be kept of
367all business transacted by the board and shall keep full, true,
368and complete books of accounts and records. Except as provided
369by law, such minutes, records, and books of accounts and the
370current budget shall at all reasonable times be open and subject
371to public inspection, and any person desiring to do so may make
372or procure a copy of any minutes, records, or books of accounts
373or position filled, as he or she may desire at the person's
374expense. Except as provided by law, all meetings of the board
375shall be open to the general public. At least once a year the
376board shall cause the financial records and accounts of the
377hospital to be audited by a certified public accountant
378authorized to practice public accounting in the state.
379     Section 5.  The board shall hire or appoint a chief
380executive officer, who shall have the title of president. The
381president shall be responsible to see to the hiring or retention
382of such vice presidents, assistants, and personnel as he or she
383may deem necessary for the efficient management and operation of
384the hospital and its other facilities. The president shall
385recommend the adoption of such general policies by the board as
386may be deemed necessary and appropriate for the day-to-day
387management and operation of the hospital and its other
388facilities, and the board may authorize the president to see to
389the establishment of specific policies, procedures, guidelines,
390and rules regarding such management and operation. The board may
391authorize and delegate the enforcement of all such policies,
392procedures, guidelines, and rules to the president, who may, in
393turn, authorize and delegate enforcement of the same to such
394assistants, staff, or contractors as the president may deem
395appropriate or necessary.
396     Section 6.  Funds of the board may be paid out or received
397for purposes consistent with this act only upon drafts, checks,
398or warrants signed by persons duly authorized by the board to
399execute such instruments or, if authorized by the board and
400subject to all restrictions and limitations contained in any
401such authorization, by electronic funds transfers, wire
402transfers, direct credits, direct debits, purchasing cards, or
403any other electronic means as may be provided or authorized by
404the Federal Reserve Bank. The board may authorize the use of
405facsimile signatures under conditions specified by the board.
406The board may adopt rules for the payment of lesser sums in
407cash, not to exceed $100, and a petty cash fund or funds may be
408established for such purpose with the maximum amount payable in
409cash in one transaction fixed by the board. All funds of the
410board shall be deposited in banks which are qualified under
411state law to accept deposits of public funds. The board may
412deposit or invest its surplus funds in interest-bearing
413accounts, instruments, or securities, to the fullest extent
414permitted by general law.
415     Section 7.  The public hospital operated under this act
416shall be for the primary use and benefit of the residents of Bay
417County. Such residents may be admitted to the hospital or
418treated at its other facilities, including additional hospitals
419owned, acquired, leased, or operated by Bay Medical Center,
420subject, however, to the rules and regulations adopted by the
421board. The board may extend the use of the hospital and its
422other facilities to nonresidents of Bay County upon such terms
423and conditions as the board may from time to time by its rules
424and regulations provide. The provisions of chapter 120, Florida
425Statutes, shall not apply to the board.
426     Section 8.  The board of county commissioners and the board
427of trustees, jointly, are hereby authorized by a majority vote
428of the board of county commissioners and a two-thirds vote of
429the board of trustees, to grant, give, sell, convey, lease, or
430otherwise dispose of all of the assets and property, real,
431personal, and mixed, constituting the health care and ancillary
432facilities owned or controlled by the board of trustees,
433including property owned by the board of county commissioners,
434to a for-profit or not-for-profit corporation or other entity,
435upon a finding by a majority vote of the board of county
436commissioners and a two-thirds vote of the board of trustees,
437that such grant, gift, sale, conveyance, lease, or other
438disposition is in the best interest of the continued delivery of
439comprehensive, quality health care for the residents of Bay
440County, reasonably ensures the continued availability of such
441care regardless of ability to pay, and will provide for the
442continued treatment of indigent patients pursuant to the Florida
443Health Care Responsibility Act and pursuant to chapter 87-92,
444Laws of Florida, to the extent that the board of trustees is
445then providing such treatment pursuant to those acts. Such a
446finding shall constitute a determination that any such action
447serves a public purpose. The authority granted in this section
448is cumulative and in addition to all other powers of the board
449of trustees and nothing in this section shall be interpreted or
450construed to diminish or limit any such power. Following any
451such grant, gift, sale, conveyance, lease, or other disposition,
452and after paying or making provision for the payment of all
453liabilities of the board of trustees, the board of county
454commissioners and the board of trustees, jointly, are hereby
455authorized, by a majority vote of the former and a two-thirds
456vote of the latter, to dissolve the board of trustees, in which
457event any other assets of the board of trustees shall be
458distributed to the board of county commissioners. In the event,
459for any reason, the board of county commissioners is unable or
460unwilling to accept any or some of the assets distributed to it,
461a court of competent jurisdiction, in an action brought for that
462purpose, shall order the disposition of such nondistributable
463assets to such organization or organizations organized and
464operated for charitable, educational, or scientific purposes as
465shall at that time qualify as an exempt organization under
466section 501(c)(3) of the Internal Revenue Code of 1986, as
467amended (or the corresponding provision of any future United
468States Internal Revenue law), and as the court shall determine
469to be best calculated to carry out the purposes of this act. In
470the event that either the board of county commissioners or the
471board of trustees proposes to exercise the authority granted in
472this section and the other board does not agree, either board
473may place the proposed grant, gift, sale, conveyance, lease, or
474other disposition, and the general terms thereof, to a vote of
475the electors of Bay County at the next general election or at a
476special election called for such purpose. Upon approval of such
477action by a majority of the electors voting in a referendum upon
478such action, the board making the proposal shall be authorized,
479but not required, to take such action alone within a period of
480180 days after the referendum.
481     Section 9.  The effectuation of the authorized purposes
482under the provisions of this act shall be in all respects for
483the benefit of the people of Bay County and is hereby declared
484to be for the preservation of the public health, for the public
485good, and for the use of the public of the county; and, since
486the board will be performing essential governmental functions in
487effectuating such purposes, the board or any other agency,
488instrumentality, or body in charge of the hospital shall not be
489required to pay any taxes or assessments of any kind or nature
490whatsoever upon any property required or used for or in
491connection with any additions, extensions, and improvements to
492such hospital or hospitals or system or systems, or any rates,
493fees, rentals, receipts, or income at any time received from the
494operation thereof; and all bonds issued hereunder, their
495transfer, and the income therefrom, including any profits made
496on the sale thereof, shall at all times be free from taxation of
497any kind by the state or by any political subdivision, taxing
498agency, or instrumentality thereof.
499     Section 10.  The Legislature intends that the provisions of
500this act shall be liberally construed in order to accomplish the
501remedial purposes of this act which are to give the board a
502reasonable opportunity to manage and develop a public hospital
503or hospitals and other facilities in an increasingly competitive
504and rapidly changing marketplace in order to provide quality and
505comprehensive health care for the residents of Bay County,
506regardless of ability to pay. Where strict construction of this
507act would result in the defeat of the accomplishment of any of
508the purposes of this act, and a liberal construction would
509permit or assist in the accomplishment thereof, the liberal
510construction shall be chosen. In the event any provision of this
511act is held to be unconstitutional or otherwise unenforceable,
512the remainder of this act shall continue in full force and
513effect and be liberally construed to advance the remedial
514purposes of this act.
515     Section 4.   Chapters 23183 (1945), 27396 (1951), 30578
516(1955), 57-1140, 59-1073, 61-1871, 61-1876, 93-375,and 95-510,
517Laws of Florida, are repealed.
518     Section 5.  This act shall take effect upon becoming a law.


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