{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/23.1-2402.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/23.1-2402.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/23.1-2402.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/23.1-2402.html"}],"law_id":83861,"edition_id":1,"section_id":83861,"structure_id":13799,"section_number":"23.1-2402","catch_line":"Board of directors; membership; meetings; officers; employees","history":"1996, cc. 905, 1046, \u00a7 23-50.16:5; 1998, c. 449; 2000, c. 720; 2004, c. 1000; 2014, cc. 3, 456; 2016, c. 588.","full_text":"A\n\nThe Authority shall be governed by a board of directors with a total of 21 members that consists of 19 appointed members and two ex officio members. The 19 appointed members shall consist of six nonlegislative citizen members to be appointed by the Governor, of whom two shall be physician-faculty members; five members to be appointed by the Speaker of the House of Delegates, of whom two shall be physician-faculty members; three members to be appointed by the Senate Committee on Rules, of whom one shall be a physician-faculty member; and five nonlegislative citizen members of the board of visitors of the University to be appointed by the rector of the board of visitors of the University, all of whom shall be members of the board of visitors of the University at all times while serving on the board. The President of the University and the Vice-President for Health Sciences of the University, or the individual who holds such other title as subsequently may be established by the board of visitors of the University for the chief academic and administrative officer for the Health Sciences Schools of the University, shall serve ex officio with voting privileges.\n\t\t\tAll appointed members except those who are members of the board of visitors of the University shall have demonstrated experience or expertise in business, health care management, or legal affairs.B\n\nThe five appointed physician-faculty members shall be faculty members of the University with hospital privileges at MCV Hospitals at all times while serving on the board.C\n\nThe Governor, the Speaker of the House of Delegates, and the Senate Committee on Rules shall appoint physician-faculty members after consideration of names from lists submitted by the faculty physicians of the School of Medicine of the University through the Vice-President for Health Sciences of the University. The list shall contain at least two names for each vacancy.D\n\nMembers shall serve for terms of three years. Vacancies occurring other than by expiration of a term shall be filled for the unexpired term. No member shall serve for more than two consecutive three-year terms; however, a member appointed to serve an unexpired term is eligible to serve two consecutive three-year terms. Members who serve two consecutive three-year terms are eligible for reappointment one year after the expiration of their second term. All appointments are subject to confirmation by the General Assembly. Members shall continue to hold office until their successors have been appointed and confirmed. Ex officio members shall serve a term coincident with their term of office.E\n\nNeither the board members appointed from the board of visitors of the University nor the ex officio members shall vote on matters that require them to breach their fiduciary duties to the University or to the Authority.F\n\nAny member may be removed for malfeasance, misfeasance, incompetence, or gross neglect of duty by the individual or entity that appointed him or, if such appointing individual no longer holds the office creating the right of appointment, by the current holder of that office.G\n\nThe president of the University shall serve as the chairman of the board. The board shall elect annually a vice-chairman from among its membership. The board shall also elect a secretary and treasurer and such assistant secretaries and assistant treasurers as the board may authorize for terms determined by the board, each of whom may or may not be a member of the board. The same individual may serve as both secretary and treasurer.H\n\nThe board may appoint an executive committee and other standing or special committees and prescribe their duties and powers, and any executive committee may exercise all such powers and duties of the board under this chapter as the board may delegate.I\n\nThe board may provide for the appointment, employment, term, compensation, and removal of officers, employees, and agents of the Authority, including engineers, consultants, lawyers, and accountants, as the board deems appropriate.J\n\nThe board shall meet at least four times each year and may hold such special meetings as it deems appropriate.K\n\nThe board may adopt, amend, and repeal such policies, regulations, procedures, and bylaws not contrary to law or inconsistent with this chapter as it deems expedient for its own governance and for the governance and management of the Authority.L\n\nA majority of the board shall constitute a quorum for meetings, and the board may act by a majority of those present at any meeting.M\n\nLegislative board members are entitled to such compensation as provided in § 30-19.12 and nonlegislative citizen board members are entitled to such compensation for the performance of their duties as provided in § 2.2-2813. All members are entitled to reimbursement for all reasonable and necessary 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 expenses of the members shall be provided by the Authority.N\n\nThe 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 the employees of the Authority.","order_by":null,"text":{"0":{"id":300563,"text":"The Authority shall be governed by a board of directors with a total of 21 members that consists of 19 appointed members and two ex officio members. The 19 appointed members shall consist of six nonlegislative citizen members to be appointed by the Governor, of whom two shall be physician-faculty members; five members to be appointed by the Speaker of the House of Delegates, of whom two shall be physician-faculty members; three members to be appointed by the Senate Committee on Rules, of whom one shall be a physician-faculty member; and five nonlegislative citizen members of the board of visitors of the University to be appointed by the rector of the board of visitors of the University, all of whom shall be members of the board of visitors of the University at all times while serving on the board. The President of the University and the Vice-President for Health Sciences of the University, or the individual who holds such other title as subsequently may be established by the board of visitors of the University for the chief academic and administrative officer for the Health Sciences Schools of the University, shall serve ex officio with voting privileges.\n\t\t\tAll appointed members except those who are members of the board of visitors of the University shall have demonstrated experience or expertise in business, health care management, or legal affairs.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":300564,"text":"The five appointed physician-faculty members shall be faculty members of the University with hospital privileges at MCV Hospitals at all times while serving on the board.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":300565,"text":"The Governor, the Speaker of the House of Delegates, and the Senate Committee on Rules shall appoint physician-faculty members after consideration of names from lists submitted by the faculty physicians of the School of Medicine of the University through the Vice-President for Health Sciences of the University. The list shall contain at least two names for each vacancy.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":300566,"text":"Members shall serve for terms of three years. Vacancies occurring other than by expiration of a term shall be filled for the unexpired term. No member shall serve for more than two consecutive three-year terms; however, a member appointed to serve an unexpired term is eligible to serve two consecutive three-year terms. Members who serve two consecutive three-year terms are eligible for reappointment one year after the expiration of their second term. All appointments are subject to confirmation by the General Assembly. Members shall continue to hold office until their successors have been appointed and confirmed. Ex officio members shall serve a term coincident with their term of office.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":300567,"text":"Neither the board members appointed from the board of visitors of the University nor the ex officio members shall vote on matters that require them to breach their fiduciary duties to the University or to the Authority.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":300568,"text":"Any member may be removed for malfeasance, misfeasance, incompetence, or gross neglect of duty by the individual or entity that appointed him or, if such appointing individual no longer holds the office creating the right of appointment, by the current holder of that office.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":300569,"text":"The president of the University shall serve as the chairman of the board. The board shall elect annually a vice-chairman from among its membership. The board shall also elect a secretary and treasurer and such assistant secretaries and assistant treasurers as the board may authorize for terms determined by the board, each of whom may or may not be a member of the board. The same individual may serve as both secretary and treasurer.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"7":{"id":300570,"text":"The board may appoint an executive committee and other standing or special committees and prescribe their duties and powers, and any executive committee may exercise all such powers and duties of the board under this chapter as the board may delegate.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"8":{"id":300571,"text":"The board may provide for the appointment, employment, term, compensation, and removal of officers, employees, and agents of the Authority, including engineers, consultants, lawyers, and accountants, as the board deems appropriate.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"9":{"id":300572,"text":"The board shall meet at least four times each year and may hold such special meetings as it deems appropriate.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I","next_prefix":"K"},"10":{"id":300573,"text":"The board may adopt, amend, and repeal such policies, regulations, procedures, and bylaws not contrary to law or inconsistent with this chapter as it deems expedient for its own governance and for the governance and management of the Authority.","type":"section","prefixes":["K"],"prefix":"K","entire_prefix":"K","prefix_anchor":"K","level":1,"prior_prefix":"J","next_prefix":"L"},"11":{"id":300574,"text":"A majority of the board shall constitute a quorum for meetings, and the board may act by a majority of those present at any meeting.","type":"section","prefixes":["L"],"prefix":"L","entire_prefix":"L","prefix_anchor":"L","level":1,"prior_prefix":"K","next_prefix":"M"},"12":{"id":300575,"text":"Legislative board members are entitled to such compensation as provided in § 30-19.12 and nonlegislative citizen board members are entitled to such compensation for the performance of their duties as provided in § 2.2-2813. All members are entitled to reimbursement for all reasonable and necessary 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 expenses of the members shall be provided by the Authority.","type":"section","prefixes":["M"],"prefix":"M","entire_prefix":"M","prefix_anchor":"M","level":1,"prior_prefix":"L","next_prefix":"N"},"13":{"id":300576,"text":"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 the employees of the Authority.","type":"section","prefixes":["N"],"prefix":"N","entire_prefix":"N","prefix_anchor":"N","level":1,"prior_prefix":"M"}},"ancestry":[{"id":13799,"edition_id":1,"name":"Virginia Commonwealth University Health System Authority","identifier":"24","label":"chapter","depth":3,"order_by":1,"parent_id":13798,"metadata":{},"date_created":"2026-06-26 03:45:54","date_modified":"2026-06-26 03:45:54","permalink":{"id":186325,"object_type":"structure","relational_id":13799,"identifier":"24","token":"23.1\/IV\/24","url":"\/23.1\/IV\/24\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13798,"edition_id":1,"name":"Public Institutions of Higher Education","identifier":"IV","label":"subtitle","depth":2,"order_by":1,"parent_id":13111,"metadata":{},"date_created":"2026-06-26 03:45:54","date_modified":"2026-06-26 03:45:54","permalink":{"id":185925,"object_type":"structure","relational_id":13798,"identifier":"IV","token":"23.1\/IV","url":"\/23.1\/IV\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13111,"edition_id":1,"name":"Institutions of Higher Education; Other Educational and Cultural Institutions","identifier":"23.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:18","date_modified":"2026-06-26 03:44:18","permalink":{"id":184581,"object_type":"structure","relational_id":13111,"identifier":"23.1","token":"23.1","url":"\/23.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":65528,"structure_id":13799,"section_number":"23.1-2400","catch_line":"Definitions","url":"\/23.1-2400\/","token":"23.1\/IV\/24\/23.1-2400","metadata":false},{"id":87275,"structure_id":13799,"section_number":"23.1-2401","catch_line":"Authority established; powers, purposes, and duties","url":"\/23.1-2401\/","token":"23.1\/IV\/24\/23.1-2401","metadata":false},{"id":83861,"structure_id":13799,"section_number":"23.1-2402","catch_line":"Board of directors; membership; meetings; officers; employees","url":"\/23.1-2402\/","token":"23.1\/IV\/24\/23.1-2402","metadata":false},{"id":65699,"structure_id":13799,"section_number":"23.1-2403","catch_line":"Chief executive officer of the Authority","url":"\/23.1-2403\/","token":"23.1\/IV\/24\/23.1-2403","metadata":false},{"id":84554,"structure_id":13799,"section_number":"23.1-2404","catch_line":"Powers of the Authority","url":"\/23.1-2404\/","token":"23.1\/IV\/24\/23.1-2404","metadata":false},{"id":79075,"structure_id":13799,"section_number":"23.1-2405","catch_line":"Additional powers of the Authority; operation of projects","url":"\/23.1-2405\/","token":"23.1\/IV\/24\/23.1-2405","metadata":false},{"id":76209,"structure_id":13799,"section_number":"23.1-2406","catch_line":"Additional powers of the Authority; police","url":"\/23.1-2406\/","token":"23.1\/IV\/24\/23.1-2406","metadata":false},{"id":70929,"structure_id":13799,"section_number":"23.1-2407","catch_line":"Public purpose","url":"\/23.1-2407\/","token":"23.1\/IV\/24\/23.1-2407","metadata":false},{"id":69160,"structure_id":13799,"section_number":"23.1-2408","catch_line":"Moneys of the Authority","url":"\/23.1-2408\/","token":"23.1\/IV\/24\/23.1-2408","metadata":false},{"id":72231,"structure_id":13799,"section_number":"23.1-2409","catch_line":"Grants and loans from localities","url":"\/23.1-2409\/","token":"23.1\/IV\/24\/23.1-2409","metadata":false},{"id":84421,"structure_id":13799,"section_number":"23.1-2410","catch_line":"Audit","url":"\/23.1-2410\/","token":"23.1\/IV\/24\/23.1-2410","metadata":false},{"id":81759,"structure_id":13799,"section_number":"23.1-2411","catch_line":"Exemption from taxation","url":"\/23.1-2411\/","token":"23.1\/IV\/24\/23.1-2411","metadata":false},{"id":64806,"structure_id":13799,"section_number":"23.1-2412","catch_line":"Transfer of existing hospital facilities","url":"\/23.1-2412\/","token":"23.1\/IV\/24\/23.1-2412","metadata":false},{"id":67264,"structure_id":13799,"section_number":"23.1-2413","catch_line":"Capital projects","url":"\/23.1-2413\/","token":"23.1\/IV\/24\/23.1-2413","metadata":false},{"id":82926,"structure_id":13799,"section_number":"23.1-2414","catch_line":"Leases of property","url":"\/23.1-2414\/","token":"23.1\/IV\/24\/23.1-2414","metadata":false},{"id":79842,"structure_id":13799,"section_number":"23.1-2415","catch_line":"Employees of the Authority","url":"\/23.1-2415\/","token":"23.1\/IV\/24\/23.1-2415","metadata":false},{"id":54806,"structure_id":13799,"section_number":"23.1-2416","catch_line":"Retirement benefits for employees of the Authority","url":"\/23.1-2416\/","token":"23.1\/IV\/24\/23.1-2416","metadata":false},{"id":63807,"structure_id":13799,"section_number":"23.1-2417","catch_line":"Insurance for employees of the Authority","url":"\/23.1-2417\/","token":"23.1\/IV\/24\/23.1-2417","metadata":false},{"id":84438,"structure_id":13799,"section_number":"23.1-2418","catch_line":"Power to issue bonds","url":"\/23.1-2418\/","token":"23.1\/IV\/24\/23.1-2418","metadata":false},{"id":81901,"structure_id":13799,"section_number":"23.1-2419","catch_line":"Liability on bonds","url":"\/23.1-2419\/","token":"23.1\/IV\/24\/23.1-2419","metadata":false},{"id":79367,"structure_id":13799,"section_number":"23.1-2420","catch_line":"Form of bonds","url":"\/23.1-2420\/","token":"23.1\/IV\/24\/23.1-2420","metadata":false},{"id":55443,"structure_id":13799,"section_number":"23.1-2421","catch_line":"Trust indentures and mortgages; security for the bonds","url":"\/23.1-2421\/","token":"23.1\/IV\/24\/23.1-2421","metadata":false},{"id":62976,"structure_id":13799,"section_number":"23.1-2422","catch_line":"Remedies of obligees of Authority","url":"\/23.1-2422\/","token":"23.1\/IV\/24\/23.1-2422","metadata":false},{"id":83360,"structure_id":13799,"section_number":"23.1-2423","catch_line":"Bonds to be legal investments","url":"\/23.1-2423\/","token":"23.1\/IV\/24\/23.1-2423","metadata":false},{"id":82595,"structure_id":13799,"section_number":"23.1-2424","catch_line":"Existing bonds","url":"\/23.1-2424\/","token":"23.1\/IV\/24\/23.1-2424","metadata":false},{"id":76552,"structure_id":13799,"section_number":"23.1-2425","catch_line":"Confidential and public information","url":"\/23.1-2425\/","token":"23.1\/IV\/24\/23.1-2425","metadata":false},{"id":61120,"structure_id":13799,"section_number":"23.1-2426","catch_line":"Chapter liberally construed","url":"\/23.1-2426\/","token":"23.1\/IV\/24\/23.1-2426","metadata":false},{"id":73772,"structure_id":13799,"section_number":"23.1-2427","catch_line":"Exemptions","url":"\/23.1-2427\/","token":"23.1\/IV\/24\/23.1-2427","metadata":false},{"id":58579,"structure_id":13799,"section_number":"23.1-2428","catch_line":"Assets of Authority; reversion to University","url":"\/23.1-2428\/","token":"23.1\/IV\/24\/23.1-2428","metadata":false}],"previous_section":{"id":87275,"structure_id":13799,"section_number":"23.1-2401","catch_line":"Authority established; powers, purposes, and duties","url":"\/23.1-2401\/","token":"23.1\/IV\/24\/23.1-2401","metadata":false},"next_section":{"id":65699,"structure_id":13799,"section_number":"23.1-2403","catch_line":"Chief executive officer of the Authority","url":"\/23.1-2403\/","token":"23.1\/IV\/24\/23.1-2403","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/23.1-2402\/","history_text":"

This law was first created in 1996. The record of its establishment is cataloged in chapters 905<\/a> and 1046<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1998, chapter 449<\/a>; in 2000, chapter 720<\/a>; in 2004, chapter 1000<\/a>; in 2014, chapters 3<\/a> and 456<\/a>; in 2016, chapter 588<\/a>.<\/p>","references":false,"refers_to":[{"id":71377,"section_number":"2.2-2813","catch_line":"Definitions; compensation and expense payments from state funds for service on collegial bodies","order_by":null,"url":"\/2.2-2813\/"},{"id":73173,"section_number":"2.2-2825","catch_line":"Reimbursement for certain travel expenditures; restrictions on reimbursement","order_by":null,"url":"\/2.2-2825\/"},{"id":71618,"section_number":"2.2-3100","catch_line":"Policy; application; construction","order_by":null,"url":"\/2.2-3100\/"},{"id":81066,"section_number":"30-19.12","catch_line":"Compensation of members of the General Assembly and certain commissions engaged in legislative services","order_by":null,"url":"\/30-19.12\/"}],"permalink":{"id":186335,"object_type":"law","relational_id":83861,"identifier":"23.1-2402","token":"23.1\/IV\/24\/23.1-2402","url":"\/23.1-2402\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/23.1-2402\/","token":"23.1\/IV\/24\/23.1-2402","dublin_core":{"Title":"Board of directors; membership; meetings; officers; employees","Type":"Text","Format":"text\/html","Identifier":"\u00a7 23.1-2402","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The Authority<\/span> shall be governed by a board<\/span> of directors with a total of 21 members that consists of 19 appointed members and two ex officio members. The 19 appointed members shall consist of six nonlegislative citizen members to be appointed by the Governor, of whom two shall be physician-faculty members; five members to be appointed by the Speaker of the House of Delegates, of whom two shall be physician-faculty members; three members to be appointed by the Senate Committee on Rules, of whom one shall be a physician-faculty member; and five nonlegislative citizen members of the board<\/span> of visitors of the University<\/span> to be appointed by the rector of the board<\/span> of visitors of the University<\/span>, all of whom shall be members of the board<\/span> of visitors of the University<\/span> at all times while serving on the board<\/span>. The President of the University<\/span> and the Vice-President for Health Sciences of the University<\/span>, or the individual who holds such other title as subsequently may be established by the board<\/span> of visitors of the University<\/span> for the chief academic and administrative officer for the Health Sciences Schools of the University<\/span>, shall serve ex officio with voting privileges<\/span>.\n\t\t\tAll appointed members except those who are members of the board<\/span> of visitors of the University<\/span> shall have demonstrated experience or expertise in business, health care management, or legal affairs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The five appointed physician-faculty members shall be faculty members of the University<\/span> with hospital privileges<\/span> at MCV Hospitals at all times while serving on the board<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The Governor, the Speaker of the House of Delegates, and the Senate Committee on Rules shall appoint physician-faculty members after consideration of names from lists submitted by the faculty physicians of the School of Medicine of the University<\/span> through the Vice-President for Health Sciences of the University<\/span>. The list shall contain at least two names for each vacancy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Members shall serve for terms of three years. Vacancies occurring other than by expiration of a term shall be filled for the unexpired term. No member shall serve for more than two consecutive three-year terms; however, a member appointed to serve an unexpired term is eligible to serve two consecutive three-year terms. Members who serve two consecutive three-year terms are eligible for reappointment one year after the expiration of their second term. All appointments are subject to confirmation by the General Assembly. Members shall continue to hold office until their successors have been appointed and confirmed. Ex officio members shall serve a term coincident with their term of office. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Neither the board<\/span> members appointed from the board<\/span> of visitors of the University<\/span> nor the ex officio members shall vote on matters that require them to breach their fiduciary duties to the University<\/span> or to the Authority<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Any member may be removed for malfeasance, misfeasance, incompetence, or gross neglect of duty by the individual or entity that appointed him or, if such appointing individual no longer holds the office creating the right of appointment, by the current holder of that office. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The president of the University<\/span> shall serve as the chairman of the board<\/span>. The board<\/span> shall elect annually a vice-chairman from among its membership. The board<\/span> shall also elect a secretary and treasurer and such assistant secretaries and assistant treasurers as the board<\/span> may authorize for terms determined by the board<\/span>, each of whom may or may not be a member of the board<\/span>. The same individual may serve as both secretary and treasurer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> The board<\/span> may appoint an executive committee and other standing or special committees and prescribe their duties and powers, and any executive committee may exercise all such powers and duties of the board<\/span> under this chapter as the board<\/span> may delegate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> The board<\/span> may provide for the appointment, employment, term, compensation, and removal of officers, employees, and agents of the Authority<\/span>, including engineers, consultants, lawyers, and accountants, as the board<\/span> deems appropriate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> The board<\/span> shall meet at least four times each year and may hold such special meetings as it deems appropriate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

K.<\/span> The board<\/span> may adopt, amend<\/span>, and repeal such policies, regulations, procedures, and bylaws not contrary to law<\/span> or inconsistent with this chapter as it deems expedient for its own governance and for the governance and management of the Authority<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

L.<\/span> A majority of the board<\/span> shall constitute a quorum for meetings, and the board<\/span> may act by a majority of those present at any meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

M.<\/span> Legislative board<\/span> members are entitled to such compensation as provided in § 30-19.12<\/a> and nonlegislative citizen board<\/span> members are entitled to such compensation for the performance of their duties as provided in § 2.2-2813<\/a>. All members are entitled to reimbursement for all reasonable and necessary expenses incurred in the performance of their duties as provided in §§ 2.2-2813<\/a> and 2.2-2825<\/a>. Funding for the costs<\/span> of compensation and expenses of the members shall be provided by the Authority<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

N.<\/span> The provisions of the State and Local Government Conflict of Interests<\/span> Act (§ 2.2-3100<\/a> et seq.) shall apply to the members of the board<\/span> and the employees of the Authority<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nBOARD OF DIRECTORS; MEMBERSHIP; MEETINGS; OFFICERS; EMPLOYEES (\u00a7 23.1-2402)\n\nA. The Authority shall be governed by a board of directors with a total of 21\nmembers that consists of 19 appointed members and two ex officio members. The 19\nappointed members shall consist of six nonlegislative citizen members to be\nappointed by the Governor, of whom two shall be physician-faculty members; five\nmembers to be appointed by the Speaker of the House of Delegates, of whom two\nshall be physician-faculty members; three members to be appointed by the Senate\nCommittee on Rules, of whom one shall be a physician-faculty member; and five\nnonlegislative citizen members of the board of visitors of the University to be\nappointed by the rector of the board of visitors of the University, all of whom\nshall be members of the board of visitors of the University at all times while\nserving on the board. The President of the University and the Vice-President for\nHealth Sciences of the University, or the individual who holds such other title\nas subsequently may be established by the board of visitors of the University\nfor the chief academic and administrative officer for the Health Sciences\nSchools of the University, shall serve ex officio with voting privileges.\n\t\t\tAll appointed members except those who are members of the board of visitors\nof the University shall have demonstrated experience or expertise in business,\nhealth care management, or legal affairs.\n\nB. The five appointed physician-faculty members shall be faculty members of the\nUniversity with hospital privileges at MCV Hospitals at all times while serving\non the board.\n\nC. The Governor, the Speaker of the House of Delegates, and the Senate Committee\non Rules shall appoint physician-faculty members after consideration of names\nfrom lists submitted by the faculty physicians of the School of Medicine of the\nUniversity through the Vice-President for Health Sciences of the University. The\nlist shall contain at least two names for each vacancy.\n\nD. Members shall serve for terms of three years. Vacancies occurring other than\nby expiration of a term shall be filled for the unexpired term. No member shall\nserve for more than two consecutive three-year terms; however, a member\nappointed to serve an unexpired term is eligible to serve two consecutive\nthree-year terms. Members who serve two consecutive three-year terms are\neligible for reappointment one year after the expiration of their second term.\nAll appointments are subject to confirmation by the General Assembly. Members\nshall continue to hold office until their successors have been appointed and\nconfirmed. Ex officio members shall serve a term coincident with their term of\noffice.\n\nE. Neither the board members appointed from the board of visitors of the\nUniversity nor the ex officio members shall vote on matters that require them to\nbreach their fiduciary duties to the University or to the Authority.\n\nF. Any member may be removed for malfeasance, misfeasance, incompetence, or\ngross neglect of duty by the individual or entity that appointed him or, if such\nappointing individual no longer holds the office creating the right of\nappointment, by the current holder of that office.\n\nG. The president of the University shall serve as the chairman of the board. The\nboard shall elect annually a vice-chairman from among its membership. The board\nshall also elect a secretary and treasurer and such assistant secretaries and\nassistant treasurers as the board may authorize for terms determined by the\nboard, each of whom may or may not be a member of the board. The same individual\nmay serve as both secretary and treasurer.\n\nH. The board may appoint an executive committee and other standing or special\ncommittees and prescribe their duties and powers, and any executive committee\nmay exercise all such powers and duties of the board under this chapter as the\nboard may delegate.\n\nI. The board may provide for the appointment, employment, term, compensation,\nand removal of officers, employees, and agents of the Authority, including\nengineers, consultants, lawyers, and accountants, as the board deems\nappropriate.\n\nJ. The board shall meet at least four times each year and may hold such special\nmeetings as it deems appropriate.\n\nK. The board may adopt, amend, and repeal such policies, regulations,\nprocedures, and bylaws not contrary to law or inconsistent with this chapter as\nit deems expedient for its own governance and for the governance and management\nof the Authority.\n\nL. A majority of the board shall constitute a quorum for meetings, and the board\nmay act by a majority of those present at any meeting.\n\nM. Legislative board members are entitled to such compensation as provided in\n§ 30-19.12 and nonlegislative citizen board members are entitled to such\ncompensation for the performance of their duties as provided in § 2.2-2813.\nAll members are entitled to reimbursement for all reasonable and necessary\nexpenses incurred in the performance of their duties as provided in §§\n2.2-2813 and 2.2-2825. Funding for the costs of compensation and expenses of the\nmembers shall be provided by the Authority.\n\nN. The provisions of the State and Local Government Conflict of Interests Act\n(§ 2.2-3100 et seq.) shall apply to the members of the board and the\nemployees of the Authority.\n\nHISTORY: 1996, cc. 905, 1046, \u00a7 23-50.16:5; 1998, c. 449; 2000, c. 720; 2004,\nc. 1000; 2014, cc. 3, 456; 2016, c. 588.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}