                                 CODE OF VIRGINIA

BOARD OF DIRECTORS; MEMBERSHIP; MEETINGS; OFFICERS; EMPLOYEES (§ 23.1-2402)

A. 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.
			All 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. 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.

C. 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.

D. 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.

E. 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.

F. 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.

G. 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.

H. 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.

I. 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.

J. The board shall meet at least four times each year and may hold such special
meetings as it deems appropriate.

K. 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.

L. 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.

M. Legislative board members are entitled to such compensation as provided in
&#xA7; 30-19.12 and nonlegislative citizen board members are entitled to such
compensation for the performance of their duties as provided in &#xA7; 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 &#xA7;&#xA7;
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. The provisions of the State and Local Government Conflict of Interests Act
(&#xA7; 2.2-3100 et seq.) shall apply to the members of the board and the
employees of the Authority.

HISTORY: 1996, cc. 905, 1046, § 23-50.16:5; 1998, c. 449; 2000, c. 720; 2004,
c. 1000; 2014, cc. 3, 456; 2016, c. 588.