§323F-7  Duties and powers of thecorporation and regional system boards.  (a)  Notwithstanding any other lawto the contrary and unless otherwise specified, only those duties and powersrelated to corporation-wide matters, including but not limited to corporation-widebudgeting, personnel policies, procurement policies, fiscal policies,accounting policies, policies related to affiliations, joint ventures andcontracts, regulatory compliance, risk management, continuing medical educationprograms, strategic planning, and capital planning, including the issuance ofrevenue bonds in any amount, shall be carried out by the corporation board incollaboration with the regional system boards.  Duties and powers related tothe operation of facilities within each regional system, including but notlimited to regional system and facility budgeting, employment and removal ofregional system and facility personnel, purchasing, regional system strategicand capital planning, organization, quality assurance, improvement andreporting, credentialing of medical staff, and the issuance of revenue bonds inany amount with corporation board approval, shall be carried out by theregional system boards, either directly or by delegation to regional andfacility administration.  Unless otherwise prohibited, the duties and powersgranted to the corporation board may be delegated to the regional systemboards.

(b)  Duties and powers exercised by theregional system boards under this chapter or delegated to the regional systemboards by the corporation board shall be consistent with corporation-widepolicies.  Wherever appropriate, corporation-wide policies shall take intoaccount differences among regional systems and among types of facilities,particularly acute care, critical access, and long-term care facilities withinthe system.

New corporation-wide policies, and majorchanges to existing policies other than those changes mandated by legal orregulatory requirements, shall be developed by the corporation board afterconsultation with a policies committee.  The policies committee shall be madeup of representatives of the corporation board and each regional system boardor designees of each board.  The corporation board shall have tworepresentatives on this committee.  The corporation board shall review andconsider approval of the policies within thirty days of transmittal by thepolicies committee or at the next board meeting; provided that, if the policiescommittee fails to take action within thirty days of receiving the proposedpolicy, the corporation board may consider and adopt or reject or revise thepolicy.  The regional system boards and corporation board, as needed, maysubmit a request to the committee to alter corporation-wide policies along withdetailed justification for the request.  The regional system boards and thecorporation board shall collaboratively establish a procedure to furtherimplement this section.

(c)  Notwithstanding any other law to thecontrary, the corporation and any of the regional system boards shall exercisethe following duties and powers:

(1)  Developing corporation-wide policies, procedures,and rules necessary or appropriate to plan, operate, manage, and control thesystem of public health facilities and services without regard to chapter 91;provided that each regional system board shall be responsible for its ownpolicies, procedures, and rules necessary or appropriate to plan, operate,manage, and control the public health facilities within its own regional systemconsistent with corporation policies;

(2)  Evaluating the need for additional healthfacilities and services; provided that each regional system board shall beresponsible for the evaluation within its own regional system;

(3)  Entering into and performing any contracts, leases,cooperative agreements, partnerships, or other transactions whatsoever that maybe necessary or appropriate in the performance of its purposes andresponsibilities, and on terms the corporation, or regional system boards, maydeem appropriate, with either:

(A)  Any agency or instrumentality of the United States, or with any state, territory, or possession, or with any subdivisionthereof; or

(B)  Any person, firm, association,partnership, or corporation, whether operated on a for-profit or not-for-profitbasis;

provided that the transaction furthers the publicinterest; and provided further that if any dispute arises between any contract,lease, cooperative agreement, partnership, or other transaction entered into bythe corporation and a regional system board with regard to matters solelywithin that regional system, after July 1, 2007, the contract, lease,cooperative agreement, partnership, or other transaction entered into by theregional system board shall prevail; and provided further that such agreementsare consistent with corporation policies;

(4)  Conducting activities and entering into businessrelationships as the corporation board, or any regional system board, deemsnecessary or appropriate, including but not limited to:

(A)  Creating nonprofit corporations, includingbut not limited to charitable fund-raising foundations, to be controlled whollyby the corporation, any regional system board, or jointly with others;

(B)  Establishing, subscribing to, and owningstock in business corporations individually or jointly with others; and

(C)  Entering into partnerships and other jointventure arrangements, or participating in alliances, purchasing consortia,health insurance pools, or other cooperative arrangements, with any public orprivate entity; provided that any corporation, venture, or relationship enteredinto under this section furthers the public interest; provided further thatthis paragraph shall not be construed to authorize the corporation or aregional system board to abrogate any responsibility or obligation underparagraph (15);

provided that each regional system board shall beresponsible for conducting the activities under this paragraph in its ownregional system consistent with policies established by the corporation board;

(5)  Participating in and developing prepaid healthcare service and insurance programs and other alternative health care deliveryprograms, including programs involving the acceptance of capitated payments orpremiums that include the assumption of financial and actuarial risk; providedthat each regional system board shall be responsible for conducting theactivities under this paragraph in its own regional system consistent withpolicies established by the corporation board;

(6)  Executing, in accordance with all applicablebylaws, rules, and laws, all instruments necessary or appropriate in theexercise of any powers of the corporation or regional system boards;

(7)  Preparing and executing all corporation-widebudgets, policies, and procedures or any regional system budgets, policies, andprocedures; provided that the regional system boards shall submit theirregional and facility budgets to the corporation to be consolidated into acorporation-wide budget for purposes of corporation-wide planning and appropriationrequests.  Regional system and facility budgets shall be received by thecorporation and shall be included in the corporation-wide budget upon submittalto the corporation;

(8)  Setting rates and charges for all servicesprovided by the corporation without regard to chapter 91; provided that theduty and power of the corporation board shall be limited to approving the ratesand charges developed by the regional system boards for the regional system'sfacilities and services.  Rates and charges may vary among regional systems andfacilities and may be consolidated with the rates of other regional systemsinto one charge master.  Third-party payer contracts may be negotiated at thecorporation-wide level with input from the regional systems, taking intoconsideration the rates set by the regional system boards.  For purposes ofsecuring revenue bonds, the corporation or regional system board may covenantto set, and if necessary increase, rates and charges as needed to pay debtservice and related obligations plus a coverage factor;

(9)  Developing a corporation-wide hospital systemthat is subject to chapters 76 and 89; provided that employment of regionalsystem and facility personnel shall be the responsibility of the regionalsystem boards pursuant to corporation-wide policies and procedures, applicablelaws, rules, regulations, and collective bargaining agreements;

(10)  Developing the corporation's corporation-widecapital and strategic plans or any regional system board's capital and strategicplans; provided that each regional system board shall be responsible fordevelopment of capital and strategic plans in its own regional system thatshall be consistent with, and incorporated into, the overall corporation-wideplans; and provided further that the corporation and each regional system boardshall be entitled to undertake the acquisition, construction, and improvementof property, facilities, and equipment to carry out these capital and strategicplans;

(11)  Suing and being sued; provided that only thecorporation may sue or be sued; and provided further that the corporation andregional system boards shall enjoy the same sovereign immunity available to theState;

(12)  Making and altering corporation board andregional system board bylaws for its organization and management without regardto chapter 91 and consistent with this chapter; provided that each regionalsystem board shall be responsible for the final approval of its regional systemboard bylaws;

(13)  Adopting rules without regard to chapter 91governing the exercise of the corporation's or regional system boards' powersand the fulfillment of its purpose under this chapter;

(14)  Entering into any contract or agreementwhatsoever, not inconsistent with this chapter or the laws of this State, andauthorizing the corporation, regional system boards, and chief executiveofficers to enter into all contracts, execute all instruments, and do allthings necessary or appropriate in the exercise of the powers granted in thischapter, including securing the payment of bonds; provided that the corporationboard shall delegate to a regional system board its authority to enter into andexecute contracts or agreements relating to matters exclusively affecting thatregional system; provided further that a regional system board shall exercisethis power consistent with corporation-wide policies; and provided further thatcontracts or agreements executed by a regional system board shall encumber onlythe regional subaccounts of that regional system board;

(15)  Issuing revenue bonds up to $100,000,000 subjectto the approval of the governor or the director of finance; provided that:

(A)  All revenue bonds shall be issued pursuantto part III, chapter 39;

(B)  The corporation and any regional system boardshall have the power to issue revenue bonds in any amount without regard to anylimitation in chapter 39; and

(C)  The corporation shall have the power toincur debt, including the issuance of revenue bonds in any amount, and theregional system boards shall have the power to issue revenue bonds in anyamount upon approval by the corporation board;

(16)  Reimbursing the state general fund for debtservice on general obligation bonds or reimbursable general obligation bondsissued by the State for the purposes of the corporation or any regional systemboard;

(17)  Pledging or assigning all or any part of thereceipts, revenues, and other financial assets of the corporation or theregional system boards for purposes of meeting or securing bond or health systemsliabilities; provided that each regional system board shall be responsible forconducting the activities under this paragraph in its own regional system.  Anypledge or assignment by the corporation or any regional system board to securerevenue bonds or health system liabilities shall be valid and binding inaccordance with its terms against the pledgor, creditors, and all othersasserting rights thereto from the time the pledge or assignment is made,without the need of physical delivery, recordation, filing, or further act. The corporation shall not take or omit to take any act that would interferewith, impair, or adversely affect any pledge or assignment by a regional systemboard pursuant to this chapter.  In connection with issuing revenue bonds orrelated obligations, consistent with corporation policies and procedures, anyregional system board may make such other covenants, binding on the regionalsystem board and the corporation, that the regional system board determines tobe necessary or appropriate to establish and maintain security for the revenuebonds or related obligations;

(18)  Owning, purchasing, leasing, exchanging, orotherwise acquiring property, whether real, personal, or mixed, tangible orintangible, and of any interest therein, in the name of the corporation, whichproperty is not owned or controlled by the State but is owned or controlled bythe corporation; provided that:

(A)  Regional system boards shall havecustodial control over facilities and physical assets in their respectiveregional systems.  A regional system board may own, purchase, lease, exchange,or otherwise acquire property, whether real, personal, or mixed, tangible orintangible, and of any interest therein, other than property owned orcontrolled by the corporation, in the name of the regional system board;provided further that a regional system board shall be subject to section323F-3.5; and

(B)  Each regional system board shall beresponsible for conducting the activities under this paragraph in its ownregional system;

(19)  Maintaining, improving, pledging, mortgaging,selling, or otherwise holding or disposing of property, whether real, personal,or mixed, tangible or intangible, and of any interest therein, at any time andmanner, in furtherance of the purposes and mission of the corporation or anyregional system board; provided that the corporation or any regional systemboard legally holds or controls the property in its own name; provided furtherthat other than to secure revenue bonds and related obligations and agents, andto transition into a new entity, the corporation or any regional system boardshall not sell, assign, lease, hypothecate, mortgage, pledge, give, or disposeof all or substantially all of its property; and provided further that eachregional system board shall be responsible for conducting the activities underthis paragraph in its own regional system, and control over such property shallbe delegated to each regional system board; provided further that thisparagraph shall not be construed to authorize the sale, pledge, or mortgage ofreal property under the control of the corporation or a regional system board;

(20)  Purchasing insurance and creating captiveinsurers in any arrangement deemed in the best interest of the corporation,including but not limited to funding and payment of deductibles and purchase ofreinsurance; provided that only the corporation shall have the power to createcaptive insurers to benefit public health facilities and operations in allregional systems; and provided further that a regional system board maypurchase insurance for its regional system in collaboration with the otherregional systems and the corporation until captive coverage is provided by thecorporation;

(21)  Acquiring by condemnation, pursuant to chapter101, any real property required by the corporation to carry out the powersgranted by this chapter;

(22)  Depositing any moneys of the corporation or anyregional system board in any banking institution within or without the State,and appointing, for the purpose of making deposits, one or more persons to actas custodians of the moneys of the corporation or any regional system board;provided that regional system boards may deposit moneys in banking institutionspursuant to corporation-wide guidelines established by the corporation board;

(23)  Contracting for and accepting any gifts, grants,and loans of funds, property, or any other aid in any form from the federalgovernment, the State, any state agency, or any other source, or any combinationthereof, and complying, subject to this chapter, with the terms and conditionsthereof; provided that the regional system boards shall be responsible forcontracting for and accepting any gifts, grants, loans, property, or other aidif intended to benefit the public health facilities and operations exclusivelyin their respective regional systems; and provided further that all contractingfor or acceptance of gifts, grants, loans, property, or other aid shall beconsistent with corporation-wide policies established by the corporation board;

(24)  Providing health and medical services for thepublic directly or by agreement or lease with any person, firm, or private orpublic corporation, partnership, or association through or in the healthfacilities of the corporation or regional system boards or otherwise; providedthat the regional system boards shall be responsible for conducting theactivities under this paragraph in their respective regional systems;

(25)  Approving medical staff bylaws, rules, andmedical staff appointments and reappointments for all public health facilitiesof the corporation or any regional system board, including but not limited todetermining the conditions under which a health professional may be extendedthe privilege of practicing within a health facility, as determined by therespective regional system board and consistent with corporation-wide policies,and adopting and implementing reasonable rules, without regard to chapter 91,for the credentialing and peer review of all persons and health professionalswithin the facility; provided that regional system boards shall be thegoverning body responsible for all medical staff organization, peer review, andcredentialing activities to the extent allowed by law;

(26) (A)  Investing any funds not required forimmediate disbursement in property or in securities that meet the standard forinvestments established in chapter 88 as provided by the corporation board orany regional system board; provided that proceeds of bonds and moneys pledgedto secure bonds may be invested in obligations permitted by any document thatauthorizes the issuance or securing of bonds; and provided further that theinvestment assists the corporation or any regional system board in carrying outits public purposes; selling from time to time securities thus purchased andheld, and depositing any securities in any bank or financial institution withinor without the State.  Any funds deposited in a banking institution or in anydepository authorized in this section shall be secured in a manner and subjectto terms and conditions as the corporation board or a regional system board maydetermine, with or without payment of any interest on the deposit, includingwithout limitation time deposits evidenced by certificates of deposit.  Anybank or financial institution incorporated under the laws of this State may actas depository of any funds of the corporation or a regional system board andmay issue indemnity bonds or may pledge securities as may be required by thecorporation or regional system board; provided that regional system boards mayexercise the powers under this subsection with respect to financial assets ofthe regional system consistent with corporation-wide policies; and

(B)  Notwithstanding subparagraph (A),contracting with the holders of any of its notes or bonds as to the custody,collection, securing, investment, and payment of any moneys of the corporationor regional system board and of any moneys held in trust or otherwise for thepayment of notes or bonds and carrying out the contract.  Moneys held in trustor otherwise for the payment of notes or bonds or in any way to secure notes orbonds, and deposits of such moneys, may be secured in the same manner as moneysof the corporation or regional system board, and all banks and trust companiesare authorized to give security for the deposits;

(27)  Entering into any agreement with the State,including but not limited to contracts for the provision of goods, services,and facilities in support of the corporation's programs or the regional systemboards' programs, and contracting for the provision of services to or on behalfof the State; provided that the regional system boards shall be responsible forentering into agreements to provide goods, services, and facilities in supportof programs in their respective regional systems consistent withcorporation-wide policies;

(28)  Having a seal and altering the same at pleasure;

(29)  Waiving, by means that the corporation orregional system board deems appropriate, the exemption from federal incometaxation of interest on the corporation's or regional system boards' bonds,notes, or other obligations provided by the Internal Revenue Code of 1986, asamended, or any other federal statute providing a similar exemption;

(30)  Developing internal policies and procedures forthe procurement of goods and services, consistent with the goals of publicaccountability and public procurement practices, and subject to management andfinancial legislative audits; provided that the regional system boards shall beresponsible for developing internal policies and procedures for each of theirregional systems consistent with the corporation's policies and procedures; andfurther provided that:

(A)  The regional system boards and thecorporation board shall enjoy the exemption under section 103-53(e);

(B)  The regional system boards shall enjoy theexemption under chapter 103D; and

(C)  The corporation shall be subject tochapter 103D;

(31)  Authorizing and establishing positions; providedthat regional system boards shall be responsible for hiring and firing regionaland facility personnel consistent with corporation policies, except a regionalchief executive officer shall only be hired or dismissed upon the approval ofthe regional system board as further set forth in section 323F-8.5;

(32)  Having and exercising all rights and powersnecessary or incidental to or implied from the specific powers granted in thischapter, which specific powers shall not be considered as a limitation upon anypower necessary or appropriate to carry out the purposes and intent of thischapter; provided that the regional system boards shall be responsible forhaving and exercising all powers and rights with respect to matters in their regionalsystems consistent with the law; and

(33)  Each regional system, through its regional systemboard, shall:

(A)  Develop policies and procedures necessaryor appropriate to plan, operate, manage, and control the day-to-day operationsof facilities within the regional system that are consistent withcorporation-wide policies;

(B)  Exercise custodial control over and use ofall assets of the corporation that are located in the regional system pursuantto this chapter; and

(C)  Expend funds within its approved regionalsystem budget and expend additional funds in excess of its approved regionalsystem budget upon approval of the corporation board.

(d)  Each regional system board shall not besubject to chapters 36 to 38, 40, 41D, and 103D as well as part I of chapter 92and shall enjoy the exemptions contained in sections 102-2 and 103-53(e),except as otherwise provided in this chapter.  The corporation shall not besubject to chapters 36 to 38, 40, and 41D, as well as part I of chapter 92, andshall enjoy the exemptions contained in sections 102-2 and 103-53(e); providedthat the exemption provided under this subsection to chapter 37D shall onlyapply to financing agreements of $5,000,000 or less; provided further that theaggregate value of financing agreements per fiscal year shall not exceed$25,000,000.

(e)  The duties and powers granted to thecorporation or any regional system board may not be used to enter intocontractual or business relationships that have the practical effect ofallowing or are intended to allow private-sector counterparts to replaceexisting employee positions or responsibilities within the corporation or inany regional system or its facilities; provided the corporation or regionalsystem boards shall be allowed to enter into such relationships to the extentand for the purposes that the division of community hospitals could have doneunder collective bargaining contracts that were in effect for the 1995-1996fiscal year. [L 1996, c 262, pt of §2; am L 1998, c 229, §6; am L 2000, c 279,§6; am L 2002, c 148, §37; am L 2004, c 216, §37; am L 2007, c 290, §23; am L2009, c 182, §12]