Bill Text: MS SB2904 | 2017 | Regular Session | Introduced

Mississippi Senate Bill 2904 (Prior Session Legislation)

Introduced

Bill Title: "Health Care Collaboration Act of 2017"; establish under management of UMMC Health System Authority.

Spectrum: Partisan Bill (Republican 1-0)

Status: (Failed) 2017-01-31 - Died In Committee [SB2904 Detail]

Download: Mississippi-2017-SB2904-Introduced.html

MISSISSIPPI LEGISLATURE

2017 Regular Session

To: Public Health and Welfare; Finance

By: Senator(s) Harkins

Senate Bill 2904

AN ACT ENTITLED THE "HEALTH CARE COLLABORATION ACT OF 2017"; TO PROVIDE DEFINITIONS; TO AUTHORIZE THE ESTABLISHMENT OF THE UNIVERSITY OF MISSISSIPPI MEDICAL CENTER HEALTHCARE COMMISSION WITHIN THE BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING TO ASSIST THE BOARD IN THEIR MANAGEMENT AND CONTROL OF THE UNIVERSITY OF MISSISSIPPI MEDICAL CENTER; TO PROVIDE FOR THE APPOINTMENT OF MEMBERS OF THE COMMISSION BY THE BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING; TO PROVIDE THAT THE COMMISSION SHALL BE ADMINISTERED BY A PUBLIC NONPROFIT CORPORATION FORMED BY THE SPONSORING UNIVERSITY AND TO PRESCRIBE PROCEDURES FOR THE FILING OF ARTICLES OF INCORPORATION AND BYLAWS; TO PROVIDE FOR A BOARD OF DIRECTORS OF THE HEALTH CARE COLLABORATIVE AND TO PRESCRIBE THE POWERS OF THE BOARD OF DIRECTORS; TO PRESCRIBE THE POWERS AND DUTIES OF THE HEALTH CARE COLLABORATIVE; TO AUTHORIZE THE HEALTH CARE COLLABORATIVE TO INCUR INDEBTEDNESS AND ISSUE BONDS OR NOTES IN ORDER TO CARRY OUT ITS CORPORATE POWERS; TO AUTHORIZE THE PLEDGE OF ANY REVENUE AVAILABLE TO THE HEALTH CARE COLLABORATIVE; TO PROVIDE THAT ANY SUCH INDEBTEDNESS SHALL BE THE OBLIGATION OF THE COLLABORATIVE AND NOT OF THE STATE OF MISSISSIPPI; TO AUTHORIZE THE TRANSFER OF REAL OR PERSONAL PROPERTY OR FACILITIES BY THE STATE OR ANY UNIVERSITY OR ANY GOVERNMENTAL SUBDIVISION THEREOF TO THE COLLABORATIVE IN ORDER TO CARRY OUT ITS CORPORATE POWERS; TO PROVIDE THAT THE COLLABORATIVE IS NOT SUBJECT TO STATE PROCUREMENT LAWS; TO AMEND SECTIONS 41-13-15, 41-13-35 AND 11-46-1, MISSISSIPPI CODE OF 1972, IN CONFORMITY THERETO; AND FOR RELATED PURPOSES.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:

SECTION 1. This act shall be known and may be cited as the "Health Care Collaboration Act of 2017."

SECTION 2. For purposes of this act, the following terms shall have the following meanings:

(a) "Academic medical center" means the teaching, research, and clinical facilities and services provided, established, or operated by a public university pursuant to Chapter 115, Title 9, Mississippi Code of 1972.

(b) "Board" means the board of directors of a health care collaborative.

(c) "Commission" means the University of Mississippi Medical Center Related Healthcare Commission, authorized pursuant to this act within the Board of Trustees of State Institutions of Higher Learning, as provided for in Article 8, Section 213-A of the Mississippi Constitution.

(d) "Director" means a member of the board of a health care collaborative.

(e) "Governmental entity" means the state, a county, a municipality, or any department, agency, board, or commission of the state, a county, or a municipality.

(f) "Heath care collaborative" means a public corporation organized pursuant to the provisions of this act.

(g) "Health care facility" means all property or rights in property, real or personal, tangible or intangible, useful to a health care collaborative in its operations, including without limitation, the following:

(i) Facilities, sites of service or functions necessary or desirable to the operation of an academic medical center, one or more health sciences schools, hospitals, public health care clinics, treatment centers, emergency facilities, outpatient facilities, laboratories, service or support facilities, and any other facilities or sites of service or functions related to the operation of any of the foregoing or any networks with which a health collaborative is associated or any collaborative relationships among providers involving a health care collaborative.

(ii) Biomedical or public health research establishments of any type.

(iii) Ambulance, helicopter, and other similar facilities and services for the transportation of sick or injured persons.

(iv) Land necessary or desirable to any of the foregoing, whether presently or in the future.

(v) Machinery, equipment, furniture, and fixtures useful or desirable in the operation of any of the foregoing. Health care facilities may serve or address physical or mental health. A determination by a board that an asset constitutes a health care facility shall be conclusive, absent manifest error.

(h) "Health sciences school" means any school of medicine, dentistry, nursing, pharmacy, and any other health care related educational program operated or provided by an academic medical center in this state.

(i) "Indebtedness" means bonds, notes, certificates of indebtedness, debt securities, capital lease agreements, or any other evidence of indebtedness.

(j) "Nonprofit organization" means any nonprofit corporation, limited liability company, partnership, or other form of business organization in which no part of the income or profit is distributable to any individual or entity other than a university, a health care collaborative, a governmental entity, a public corporation, or a nonprofit corporation that is an organization described in Section 501(c)(3) of the Internal Revenue Code.

(k) "Public corporation" means a (i) nonmember, nonprofit corporation organized under the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, Section 101 et seq. which is subject to the limitations on distributions set forth in Section 79-11-336(c) thereof, or (ii) a nonstock corporation organized for public purposes under any other statutory authority created by the Legislature of the State of Mississippi, which, in either case, is organized by the state, a county, or a municipality or any political subdivision of any of the foregoing, or any public board, bureau, commission, or authority created by the legislature of the State of Mississippi, whether acting alone or jointly, pursuant to state law.

(l) "Security document" means a trust indenture, loan agreement, lease agreement, mortgage security instrument or agreement, or other document securing any indebtedness or other obligation of a health care collaborative or by which its assets or revenues are pledged or encumbered in favor of the holder or holders of any such indebtedness or other obligation or a trustee for such holders.

(m) "Sponsoring university or university" means the University of Mississippi Medical Center, a department of the University of Mississippi under the management and control of the Board of Trustees of State Institutions of Higher Learning.

(n) "Trustees" or "Board of Trustees" means the Board of Trustees of State Institutions of Higher Learning, as provided for in Article 8, Section 213-A of the Mississippi Constitution, or an authority appointed by the trustees, pursuant to this act.

SECTION 3. (1) In order to incorporate a health care collaborative, the trustees shall adopt a resolution containing at least the following provisions:

(a) A finding that it is necessary, desirable, and in the best interests of the sponsoring university that the proposed collaborative be incorporated.

(b) Approval of the form of articles of incorporation, which shall comply with the provisions of Section 4 of this act.

(d) Approval of the members of the initial board of directors.

(e) Authorization to proceed to form the proposed collaborative by executing the articles of incorporation approved by the institutional executive officer of the sponsoring university and filing the same with the Secretary of State.

(2) The trustees may incorporate more than one collaborative if it determines that each collaborative promotes the health care mission of the university.

SECTION 4. (1) In addition to (a) the contents of the articles of incorporation required or permitted pursuant to Section 79�11�137 of the Mississippi Code of 1972, (b) other applicable requirements of the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, Section 101 et seq., and (c) other matters relating to the health care collaborative that the sponsoring university recommends and the trustees choose to insert and that are not inconsistent with state law, the articles of incorporation of a health care collaborative shall include the following provisions:

(i) The name of the collaborative shall include the word "collaborative" and shall include words identifying the sponsoring university.

(ii) A statement that the health care collaborative is organized pursuant to the provisions of this act.

(iii) If not specified in the collaborative's bylaws, the number of directors, which shall be an odd number not less than three, and the duration of their respective terms of office, each of which shall not be in excess of three (3) years. Directors may serve multiple terms, consecutive or otherwise, if duly appointed or reappointed in accordance with this act.

(iv) 1. If not specified in the collaborative's bylaws, provisions for appointing or removing directors of the health care collaborative, subject to the provisions of Section 6 of this act. In addition, and notwithstanding any provision herein to the contrary, the initial directors of a health care collaborative shall be selected by the sponsoring university and listed in the initial articles of incorporation submitted to the trustees for its consideration as provided in Section 3 of this act. Such list shall expressly classify the directors into three (3) groups, one (1) of which shall serve an initial term of one (1) year, one (1) of which shall serve an initial term of two (2) years, and one (1) of which shall serve an initial term of three (3) years.

2. Consistent with the provisions of Section 79�11-139, Mississippi Code of 1972, upon the filing for record of the articles of incorporation with the Secretary of State, the health care collaborative shall come into existence and, subject to the requirements of this act, it shall constitute a public corporation under the name set forth in its articles of incorporation. The sponsoring university shall provide a copy of the articles of incorporation and bylaws to the trustees within thirty (30) days of filing with the Secretary of State.

SECTION 5. (1) In addition to the applicable requirements for amendment of the articles of incorporation set forth in the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, Section 101 et seq., Mississippi Code of 1972, the articles of incorporation or the bylaws of any health care collaborative may be amended by filing articles of amendment or amended bylaws with the Secretary of State, but only with the approval of the board of the health care collaborative, the sponsoring university, and the trustees in the manner provided in this section.

(2) In order to amend the articles of incorporation or the bylaws, the following steps shall be completed:

(a) The board of the health care collaborative shall first adopt a resolution approving articles of amendment or amendment of the bylaws and recommending approval thereof by the sponsoring university.

(b) After adoption of a resolution approving articles of amendment or amendment of bylaws by the board of the health care collaborative, the collaborative shall file a written request for approval of the articles of amendment or amendment of the bylaws by the sponsoring university.

(c) As promptly as may be practicable after receipt of the request from the health care collaborative, the sponsoring university shall review the application and shall either approve or reject the articles of amendment or amendment of the bylaws as approved and recommended to it by the health care collaborative.

(d) If the proposed articles of amendment or amendment of the bylaws are approved by the sponsoring university, then as promptly as may be practicable after such approval of the articles of amendment, the sponsoring university shall submit the articles of amendment or amendment of the bylaws to the Commissioner of Higher Education for his review. The Commissioner of Higher Education shall submit the articles of amendment or amendment of the bylaws to the trustees for further action.

(3) If no objection is communicated in writing to the health care collaborative within sixty (60) days of the submission of the articles of amendment or the amendment of the bylaws to the trustees, the president or vice president of the health care collaborative shall file for record in the Office of the Secretary of State the articles of amendment or amended bylaws.

(4) Upon the filing for record of the articles of amendment in accordance with the foregoing procedures, such articles of amendment or amended bylaws shall become effective.

(5) In addition to the applicable requirements for the amendment and restatement of the articles of incorporation set forth in the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, Section 101 et seq., Mississippi Code of 1972, the articles of amendment of a health care collaborative may amend and restate the articles of incorporation of a health care collaborative if approved in accordance with this section.

(6) Notwithstanding the provisions of this section, the name and address of the registered agent of a health care collaborative may be changed by the health care collaborative without following the procedure set forth in this section. A health care collaborative shall use any appropriate form promulgated by the Secretary of State for this purpose.

SECTION 6. (1) Subject to the requirements of Section 4(1)(c) of this act, each health care collaborative shall have a board of directors composed of the number of director positions provided in the articles of incorporation or bylaws of the health care collaborative, as applicable.

(2) Consistent with Title 79, Chapter 11, Section 101 et seq., Mississippi Code of 1972, all powers of a health care collaborative shall be exercised by or under the direction of its board of directors; provided, that, except for (a) duly appointed officers exercising authority delegated to them in the collaborative's bylaws, and (b) duly constituted committees of the board meeting the requirements of Section 11�79�265, Mississippi Code of 1972, and consisting of no less than three (3) directors, a majority of which were appointed (without nomination by any other person) by the sponsoring university, the board shall not be permitted to authorize any person or persons to exercise some or all of its powers under Section 11�79�231(3), Mississippi Code of 1972.

(3) Except for ex officio directors specified in the articles of incorporation, all directors of a health care collaborative shall be appointed by the sponsoring university, subject to the approval of the trustees. The articles of incorporation or bylaws may provide that specified officers or employees of the sponsoring university shall be ex officio directors of a health care collaborative, so long as a majority of the directors are appointed by the sponsoring university and approved by the trustees.

(4) The articles of incorporation may provide that a business organization, governmental entity, a public corporation, or a nonprofit organization may nominate one or more directors of a health care collaborative, provided that the number of directors appointed by the sponsoring university and approved by the trustees without nomination may never be less than a majority of the directors, and the sponsoring university shall not be required to appoint any such nominee and the trustees shall not be required, to approve any such nominee. If the sponsoring university does not appoint a nominee or if a nominee is not approved by the trustees, the nominating entity shall provide an alternate nominee for consideration by the sponsoring university.

(5) The appointed membership of the board of a health care collaborative shall be inclusive and reflect the racial, gender, geographic, and economic diversity of the state.

(6) All directors appointed by the sponsoring university may be removed by the sponsoring university or the trustees at any time, with or without cause.

(7) If, at the expiration of any term of office of any director, a successor has not been appointed as provided in the articles of incorporation or the bylaws, then the director whose term of office has expired shall continue to hold office until his or her successor is appointed.

(8) Each director shall serve without compensation but may be reimbursed for expenses actually incurred by him or her in connection with the performance of his or her duties.

(9) No vacancy in the membership of the board shall impair the right of a quorum to exercise all the powers and perform all the duties of the board.

(10) The composition of the board of directors of a health care collaborative shall be presumed valid absent a final determination by a court of competent jurisdiction that the board is not constituted in good faith by the sponsoring university.

SECTION 7. A health care collaborative may duly constitute offices of the collaborative and appoint officers to hold such positions so created, in the manner and for any purpose provided in Title 79, Chapter 11, Section 101 et seq., Mississippi Code of 1972.

SECTION 8. (1) Subject to the approval of the sponsoring university and the trustees, as specified by regulation or otherwise, a health care collaborative shall have and may exercise any power granted nonprofit corporations under Title 79, Chapter 11, Section 101 et seq., Mississippi Code of 1972, together with all powers incidental thereto or necessary or desirable to the discharge thereof, including, without limitation, the following specific powers:

(a) To adopt, maintain, and amend bylaws and a corporate seal.

(b) To sue and, subject to the limitations herein, be sued; provided, however, that any action against a health care collaborative, or a person acting in its capacity as a board member, officer, or employee of the health care collaborative to recover damages as compensation for injuries shall be subject to the provisions of Chapter 46, Title 11, Mississippi Code of 1972.

(c) To acquire, construct, equip, lease, manage, operate, engage in a joint venture or joint-operating agreement regarding, or otherwise deal in those health care facilities it considers necessary or desirable.

(d) To enter into contracts and agreements, with contractual terms or respect to such periods of time as the health care collaborative deems necessary or advisable without regard to restrictions associated with terms of public officials or members of public bodies, including contracts or agreements to borrow money, incur indebtedness, and issue bonds, notes, debt securities, or any other evidence of indebtedness.

(e) To pledge the general credit of the health care collaborative or any revenues or income of the health care collaborative to repayment of any of its indebtedness.

(f) To mortgage or pledge its health care facilities or its other assets or any part thereof, whether then owned or thereafter acquired, as security for its indebtedness.

(g) To lend money to, to assume the indebtedness of, or to guarantee the indebtedness of any other health care collaborative, governmental entity, public corporation, or nonprofit organization.

(h) To create, establish, acquire, operate, or support subsidiaries, networks, joint ventures, and affiliates, either for-profit or nonprofit, to assist a health care collaborative in fulfilling its purposes.

(i) To participate in joint ventures, affiliations, management agreements, or similar endeavors that provide health care or engage in activities related thereto.

(j) To make and arrange for loans, contributions to capital, and other debt and equity financing for the activities of any lawful form of business organization of which the health care collaborative is a member, and to guarantee loans and any other obligations for such purpose.

(k) To enter into any swap agreement.

(l) To provide for and support the educational programs of any university or any other two�year college or four�year college or university in the state.

(m) To establish, collect, and alter charges for services rendered and supplies furnished by it.

(n) To contract for or to accept any gifts, grants, endowments, or any other aid in any form from the federal government, a governmental entity, or any public corporation, or any other source, or any combination thereof, and to comply with the terms and conditions thereof.

(o) To invest its funds in any investment authorized by the sponsoring university for investment of its own funds or in any investment permitted or authorized for state�regulated insurance companies, including, without limitation, investments permitted for domestic insurers and health maintenance organizations pursuant to Section 83�19�51, Mississippi Code of 1972.

(p) To seek protection of the federal bankruptcy laws by filing a petition in any United States Bankruptcy Court located in the state. Any action by a trustee in bankruptcy against a board of health care collaborative or a member thereof to recover damages as compensation for injuries shall be subject to the provisions of Chapter 46, Title 11, Mississippi Code of 1972.

(q) To organize, or to own an interest in, any other corporation, partnership, limited liability company, joint venture, or other form of business organization, whether for profit or nonprofit, in furtherance of its health, education, or research mission.

(r) To engage in arrangements, contracts, information sharing, and other collaborative activities with public or private entities and individuals, including, without limitation: joint ventures, joint purchasing arrangements, joint negotiations with physicians, hospitals and payors (whether such negotiations result in separate or combined agreements), leases, and agreements which involve delivery system network creation or operation.

(s) To provide such insurance, retirement, and other benefits to employees and other servants as it determines necessary or desirable.

(t) To purchase, sell, exchange, lease, accept, receive or hold title or leasehold interest in real, personal and mixed property from any source whatsoever or to otherwise deal with any such property to the extent reasonable or necessary to accomplish the purposes of the collaborative.

(2) Nothing herein shall be construed as granting to a health care collaborative the power to levy any taxes.

(3) Nothing herein shall be construed as authorizing a health care collaborative to convey substantial assets in a single transaction or series of transactions without authorization from the sponsoring university and trustees.

(4) Any of the powers granted hereunder may be exercised by a health care collaborative in such manner as it may determine to be consistent with the purposes of this act, notwithstanding that, as a consequence of such exercise of powers it engages in, activities (a) may be deemed anticompetitive, or (b) may result in the acquisition or maintenance of monopoly power in some relevant market, in either case within the meaning of state or federal antitrust or competition laws and notwithstanding that these activities may have the effect of displacing competition in the provision of hospital, physician, or other health care financing-related services.

SECTION 9. (1) With approval of the sponsoring university and the trustees, a health care collaborative from time to time may borrow money or incur indebtedness and issue bonds, notes, or other, evidence of indebtedness in such principal amounts as the board determines by resolution to be necessary, desirable, and in the best interests of the health care collaborative in order to provide funds to carry out its corporate powers. Indebtedness may be incurred for any lawful purpose of the health care collaborative, including, without limitation, any of the following:

(a) Indebtedness to finance the acquisition, construction, expansion, renovation and equipping of health care facilities and related improvements thereto.

(b) Indebtedness to provide working capital or funds for operating expenses.

(c) Indebtedness to refund, extend, refinance, or restructure any indebtedness of the health care collaborative or any indebtedness assumed or guaranteed by the health care collaborative.

(2) Indebtedness may be any of the following or any combination thereof, or any similar financing structures or instruments common to the market at the time such indebtedness is incurred, issued, modified, renewed or considered:

(a) A general obligation of the health care collaborative to the payment of which its full faith and credit is pledged.

(b) Payable solely out of specific revenues of the health care collaborative or any of its facilities.

(c) Secured by a pledge of any tax levied by a governmental entity that has been made available to a health care collaborative or any of its facilities.

(3) Indebtedness may provide for any of the following or any combination thereof:

(a) Provide for no interest.

(b) Provide for current interest.

(d) Provide for accretion or other increase in principal amount in lieu of interest.

(4) Any resolution authorizing the issuance of any indebtedness shall create a contract with the holders of the indebtedness issued thereby.

(5) Evidence of indebtedness shall be executed and delivered as provided in the resolution of the board authorizing the same.

(6) Indebtedness may be sold at public or private sale or in exchange for indebtedness of the health care collaborative at such price or on such terms as the board shall determine.

(7) All indebtedness of a health care collaborative shall be subject to redemption or prepayment on such terms as the board shall determine.

(8) No indebtedness of a health care collaborative shall mature more than forty (40) years from the date of issuance, without regard to whether the indebtedness is refunding, extending, refinancing, or restructuring existing indebtedness.

(9) The health care collaborative may, subject to security documents or other agreements with holders as may then exist, purchase its indebtedness in the open market, through intermediaries or directly from the holder of an obligation, with any funds available therefor. Any obligation so purchased may be cancelled by the health care collaborative or may be resold, as authorized by the board.

SECTION 10. With approval of the sponsoring university and the trustees:

(a) Any pledge of any revenues of a health care collaborative including, without limitation, tax revenues made available to a health care collaborative, shall be valid and binding from the time it is made, and the revenues or taxes so pledged and thereafter received by the health care collaborative shall immediately become subject to the lien of that pledge without any physical delivery thereof or further act. The lien of that pledge shall be valid and binding against all parties having claims of any kind against the health care collaborative, irrespective of whether the parties have actual notice thereof. The resolution or security document establishing a pledge of revenues may provide that the lien established extends on a pari-passu basis, to any additional indebtedness issued as a parity obligation in accordance with the terms of the financing document.

(b) Any security document relating to any real property, personal property, fixtures, or other tangible property of a health care collaborative may be filed in the office of the chancery clerk of the county in which the property to be secured is located, and the lien of the security document shall be valid and binding against all parties having claims of any kind against the health care collaborative, irrespective of whether any person has actual notice thereof, from the time the security document is so filed, with respect to all property subject thereto, including, without limitation, after-acquired property.

SECTION 11. With approval of the sponsoring university and the trustees:

(a) All agreements and covenants undertaken, and all indebtedness issued, by a health care collaborative shall be solely and exclusively an obligation of the health care collaborative and, except as otherwise provided in a written agreement �n accordance with Section 17 of this act, shall not create an obligation or debt of the state, any university, or any other governmental entity or public corporation within the meaning of any constitutional or statutory provision.

(b) Neither the directors nor any officer of a health care collaborative executing indebtedness issued pursuant to this act shall be personally liable for such indebtedness by reason of the execution or issuance thereof.

(c) The state and the sponsoring university do hereby pledge to and agree with the holders of any indebtedness issued under this act that neither the state nor the sponsoring university will limit or alter the rights hereby vested in the health care collaborative to fulfill the terms of any indebtedness or related security documents made with the holders thereof or in any way impair the rights and remedies of the holders until such indebtedness, together with the interest thereon, and all costs and expenses in connection with any action or proceeding by or on behalf of the holders, are fully met and discharged. A health care collaborative is authorized to include this pledge and agreement of this state or sponsoring university in any agreement with the holders of its indebtedness.

SECTION 12. With approval of the sponsoring university and the trustees, indebtedness issued under the provisions of this act is hereby made a legal investment for savings banks and insurance companies organized under state law and for trustees, executors, administrators, guardians, persons, or organizations acting in a fiduciary capacity, unless otherwise directed by a court having jurisdiction or by a document providing fiduciary health care collaborative. Any governmental entity or public corporation is authorized, in its discretion, to invest any available funds in securities of the health care collaborative.

SECTION 13. (1) If there should be any default in the payment of the principal of, or interest on, any indebtedness issued under this act or of any agreements contained in any security document, and the period for cure of the default has passed, then the holder of the indebtedness and the trustee under any security document, or any one or more of them, subject to the terms of the financing documents authorizing the indebtedness or any security document applicable thereto:

(a) May, by mandamus, injunction, or other proceedings, compel performance of any covenant or agreement of the health care collaborative contained in any applicable resolution or security document by its board or its officers.

(b) May be entitled to a judgment against the health care collaborative for the principal of and interest on the indebtedness so in default, together with all reasonable costs of collection.

(c) May, in the event the indebtedness is secured by a mortgage on, or security interest in, any physical properties of the health care collaborative, foreclose the mortgage or pledge, exercise any powers of sale contained in the security documents, or exercise any possessory or other similar rights as are provided for in the financing documents or security document applicable to the indebtedness.

(d) Regardless of the sufficiency of the security for the obligation in default, may be entitled to the appointment of a receiver upon order of a court of competent jurisdiction who shall, upon such appointment, assume all powers granted in the applicable financing documents or security document applicable to the obligation in default, provided that the income derived from any activity undertaken by a receiver under this section shall be expended solely in accordance with the applicable provisions of any orders of the court by which such receiver is appointed, and absent judicial direction, of the applicable financing document or security document applicable to the obligation in default.

(2) The remedies specified in this section shall be cumulative to all other remedies that may otherwise be available, by law or contract, for the benefit of the holders of indebtedness of a health care collaborative.

SECTION 14. Notwithstanding any provision of law to the contrary:

(a) Any indebtedness issued by a health care collaborative or any entity controlled by a health care collaborative and the income derived therefrom, including any profit from the sale thereof, shall be exempt from taxation by the state or by any political subdivision, agency or other governmental unit of or within the state.

(b) All properties of a health care collaborative or any entity controlled by a health care collaborative, including all leases, leaseholds or leasehold interests of or with respect to any such properties, whether real, personal, or mixed, and the derived income therefrom, shall be exempt from any and all taxation by the state or by any political subdivision, agency or other governmental unit of or within the state.

(c) The sales and use taxes, franchise taxes, provider taxes or other taxes of similar type levied by this state, or any political subdivision of this state, shall not apply to sales or leases to a health care collaborative or any entity controlled by a health care collaborative of the following when acquired for or used in establishing or operating a health care facility or otherwise carrying on the business and activities of a health care collaborative or any entity controlled by a health care collaborative: (i) any personal property or fixtures, including without limitation, sales or leases to such entities of 1. furniture, fixtures and equipment (inclusive of all communications, computer, server, software and other hardware equipment); 2. all replacements of, repair parts for or services to repair items described in item 1. of this subparagraph; 3. office and operating materials and supplies; 4. fuel, butane and natural gas, electricity, water; and 5. all services taxable pursuant to Section 27-65-23 required to establish, support, operate and/or maintain a health care facility or otherwise operate or carry on the business and activities of a health care collaborative or any entity controlled by a health care collaborative; or (ii) any component building materials, machinery and equipment used 1. in the construction of a health care facility building or other building owned by a health care collaborative or any entity controlled by a health care collaborative, or 2. in making any additions or improvements to such properties.

Notwithstanding the foregoing, no exemption provided in this section shall apply to taxes levied by Section 27-65-21.

SECTION 15. (1) Each health care collaborative shall engage a firm or firms of certified public accountants to conduct an annual audit of the financial affairs of the health care collaborative. Each audit shall be conducted in accordance with generally accepted accounting principles applicable to governmental entities.

(2) The board shall submit all audits, required by subsection (1) of this section to the sponsoring university and the trustees as promptly as practicable after the end of each fiscal year of the health care collaborative. Health care collaboratives shall observe the same fiscal year as the sponsoring university.

SECTION 16. With approval of the sponsoring university and the trustees:

(a) Notwithstanding anything to the contrary contained in Chapter 13, Title 41, Mississippi Code of 1972, the state, any university, any governmental entity, any governmental subdivision, any community hospital, and any public corporation is hereby authorized to give, transfer, convey, or sell to any health care collaborative, on terms and conditions which are fair, just and reasonable to the health care collaborative and the party(ies) involved:

(i) Any of its health care facilities, community hospitals and other properties, real or personal, and any funds and assets, tangible or intangible, relative to the ownership or operation of any such health care facilities or community hospitals, including any certificates of need, licenses, or other similar rights appertaining or ancillary thereto, irrespective of whether they have been exercised; and

(ii) Any taxes, revenues, or funds owned or controlled by it.

(b) The state, any governmental entity, any university, or any public corporation, with approval of the trustees, may pledge its full faith and credit to or for the benefit of a health care collaborative or may pledge any revenues that it is legally entitled to pledge to or for the benefit of a health care collaborative.

SECTION 17. In support of and in furtherance of the powers granted in Section 8 this act, the Legislature hereby finds and declares all of the following:

(a) Health care collaboratives organized under this act are performing essential public functions on behalf of the state, the sponsoring university, and other governmental entities in the state.

(b) The nature and scope of the powers conferred on health care collaboratives by this act are such as may compel each health care collaborative, in the course of exercising its powers or by virtue of such exercise of such powers, to engage in activities itself or in collaboration with public or private entities and individuals that may be characterized as anticompetitive or may result in the acquisition or maintenance of monopoly power within the meaning of state and federal antitrust laws or otherwise may have the effect of displacing competition in the provision of hospital, physician, or other health care or finance�related service.

(c) In carrying out its public health mission through the exercise of the powers granted by this act, including, without limitation, the collaborative activities expressly authorized by this act, a health care collaborative, as well as the public or private entities and individuals with which they collaborate shall be immunized from liability under the federal and state antitrust or competition laws to the fullest extent allowed by law.

(d) As an expression of the public policy of the state with respect to the displacement of competition in the field of health care, each health care collaborative, when exercising its powers under this act, acts as an agency or instrumentality of its university and as a political subdivision of the state, and as such, a health care collaborative shall be subject to what has come to be known in relevant antitrust jurisprudence as "active supervision" by the state in order to enjoy immunity from the application of state and federal antitrust laws.

SECTION 18. Notwithstanding any other provision of law to the contrary:

(a) All members of boards of directors of health care collaboratives shall be subject to the provisions of the Mississippi Nonprofit Corporations Act, Title 79, Chapter 11, Section 101 et seq., Mississippi Code of 1972, governing ethical conduct, including, but not limited to, Section 79�11�269. Health care collaboratives, members of the governing bodies of health care collaboratives, and officers and employees of health care collaboratives shall not be subject to state ethics laws that apply to public employees, public officials, and public servants, including, without limitation, the provisions of Chapter 4, Title. 25, Mississippi Code of 1972 [Ethics in Government].

(b) All health care collaboratives shall provide copies of all minutes of meetings of the board of directors to the sponsoring university as soon as practical, but not more than thirty (30) days after adoption, and all records of health care collaboratives shall be subject to inspection by the sponsoring university and the trustees. Notwithstanding the foregoing a health care collaborative shall not be considered a public body for purposes of Chapter 61, Title 25, Mississippi Code of 1972 [Miss. Public Records Act of 1983], including, but not limited to, Section 25-61-3, and Chapter 41, Title 25 [Open Meetings], including, but not limited to, Section 25-41-3.

(c) Deposits of health care collaboratives, supported wholly or in part by the state, shall be made in conformity with Section 7-9-41 [Treasury Withdrawals by Warrant] and Section 7-9-43 [Contracts With Selected State Depositories], Mississippi Code of 1972.

(d) Health care collaboratives, academic medical centers, and health sciences schools shall not be subject to the procurement laws of the state including, without limitation, the provisions of Chapter 7, Title 31 [Public Purchases]; Chapter 9, Title 25 [Statewide Personnel System]; and Chapter 53, Title 25 [Miss. Department of Information Technology Services], Mississippi Code of 1972, provided, however, that erection of all buildings, additions, or repairs by a health care collaborative using funds provided by legislative appropriation shall be subject to Chapter 11, Title 31, Mississippi Code of 1972 [State Construction Projects]. Notwithstanding the foregoing, the provisions of this paragraph (d) shall not apply to any architectural or engineering service contract fully paid for by self�generated funds of any of the state institutions of higher learning or funds generated by the health care collaborative, nor shall they apply to health care collaborative projects that are fully funded from local funds or other nonstate sources which are outside the Department of Finance and Administration's appropriations or as directed by the Legislature.

(e) Health care collaboratives shall have the authority to secure accounting, legal, and all such personal and professional services on such terms as the board of the health care collaborative deems appropriate, provided however, that all contracts for such services shall be submitted to the sponsoring university within thirty (30) days of approval by the board. Notwithstanding the foregoing, health care collaboratives shall not be subject to the provisions of Chapter 104, Title 27, Mississippi Code of 1972 [Mississippi Accountability and Transparency Act of 2008].

(f) All requests for copies of minutes, contracts, audits, or other records of a health care collaborative made to a public body pursuant to the Mississippi Public Records Act of 1983 shall be handled in the manner provide for in Section 25-61�9, Mississippi Code of 1972.

(g) No expenditure authorized or permitted by the provisions of this act shall be considered to be a donation, lending of credit or a granting of public money or thing of value to or in aid of any individual, association, or corporation within the meaning of any constitutional or statutory provision.

(h) Nothing in this act shall be construed as allowing a health care collaborative to be exempt from compliance with all applicable laws and regulations of the Mississippi State Department of Health as they pertain to licensure and the Mississippi Health Care Certificate of Need Law of 1979, provided however, that the department may determine that no certificate of need is required if the activity, otherwise subject to regulation, is justified by the sponsoring university or health care collaborative's teaching or research mission.

(i) Health care collaboratives shall not be subject to the provisions of Chapter 43, Title 25, Mississippi Code of 1972 [Administrative Procedures Law].

(j) Health care collaboratives shall not have the right to acquire any real property by the exercise of the power of eminent domain including, but not limited to, those powers conferred by Chapter 27, Title 11, Mississippi Code of 1972 (Eminent Domain).

SECTION 19. No part of the net earnings of a health care collaborative remaining after payment of its expenses shall inure to the benefit of any person other than a university, a governmental entity, or any nonprofit corporation that is an organization described in Section 501(c)(3) of the Internal Revenue Code.

SECTION 20. (1) A health care collaborative may be dissolved in accordance with the applicable provisions and requirements of the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, Section 101 et seq., but only with the approval of the board of the health care collaborative, the sponsoring university, and the trustees in the manner provided in this section.

(2) In addition to the requirements for dissolution as set forth in the Mississippi Nonprofit Corporation Act, Title 79, Chapter 11, Section 101 et seq., in order to dissolve a health care collaborative, the following steps shall be completed:

(a) The board shall first adopt a resolution approving proposed articles of dissolution and a related plan of dissolution of the health care collaborative.

(b) After the adoption by the board of a resolution approving articles of dissolution and the related plan of dissolution, the health care collaborative shall file a written request to the sponsoring university that it approve the articles of dissolution and related plan of dissolution of the health care collaborative.

(c) As promptly as may be practicable after the receipt of the application from the health care collaborative, the sponsoring university shall review the application, and it shall either approve or reject the proposed articles of dissolution and related plan of dissolution of the health care collaborative as approved and recommended to it by the health care collaborative.

(d) As promptly as may be practicable after the sponsoring university approves the proposed articles of dissolution and related plan of dissolution of the health care collaborative the trustees shall review the application, and it shall either approve or reject the proposed articles of dissolution and related plan of dissolution of the health care collaborative as approved and recommended to it by the sponsoring university.

(e) Within thirty (30) days following the approval of dissolution of a health care collaborative by the sponsoring university and the trustees, an authorized representative of the health care collaborative shall file for record in the office of Secretary of State the articles of dissolution (including the plan of dissolution).

(f) Upon the filing for record of the articles of dissolution (including the plan of dissolution) approved in accordance with the procedures, contained in this section, the articles of dissolution shall become effective.

(g) Upon dissolution of the health care collaborative, subject to any contractual obligation the health care collaborative may have has entered into for fair disposition of assets and liabilities upon dissolution, title to all assets after provision for liabilities of the health care collaborative shall vest in the sponsoring university.

SECTION 21. (1) In the event and at such time as the Board of Trustees determines on its minutes that it is appropriate and in the best interests of the University of Mississippi Medical Center and the State of Mississippi, the Board of Trustees is hereby legally authorized to create and establish a commission, subject to the trustees, to be known as the University of Mississippi Medical Center Related Healthcare Commission. The Board of Trustees may delegate such of its powers, to the extent determined by the trustees, as will allow the commission to assist the Board of Trustees in their management and control of the University of Mississippi Medical Center and with respect to powers of the trustees related to health care collaboratives or other entities associated with the University of Mississippi Medical Center.

(2) The commission shall be composed of such number of members as shall be appointed by the Board of Trustees, to serve at the will and pleasure of the trustees, for such terms as the trustees may determine. Members of the commission may be appointed to an unlimited number of successive terms, at the pleasure of the trustees. Members of the commission may be removed by the trustees with or without cause. In case of a vacancy among the membership of the commission caused by death, resignation, or removal, the trustees shall appoint his successor to serve for the remainder of the unexpired term or may reduce the size of the commission. Trustees or employees of the Board of Trustees shall not be disqualified for membership, solely because of their office or employment status. The Board of Trustees is provided explicit legal authority to appoint employees, trustees, nonemployees and/or nontrustees as members of the commission.

(3) Commission members shall receive per diem and reimbursement of travel expenses commensurate with that provided for members of the trustees in Section 37-101-9. All expenses of the commission shall be paid from the appropriations or other revenues of the University of Mississippi Medical Center.

(4) The Board of Trustees may authorize the employment of such other personnel as may be required from time to time to carry out the functions of the commission and may assign to the personnel so employed such functions and duties and such powers of the trustees as may be necessary to accomplish the purposes for which the commission was established. All such personnel shall be employed by the Commissioner of Higher Education with the approval of the trustees and shall hold office at the pleasure of the Commissioner of Higher Education. The Board of Trustees, or the Commissioner of Higher Education with the approval of the trustees, shall also have the power to employ on a fee basis such technical and professional assistance as may be necessary to carry out the powers, duties and purposes of the commission. The Board of Trustees may determine that expenses of such personnel or consultants shall be paid from the appropriations or other revenues of the University of Mississippi Medical Center.

(5) The Board of Trustees, in its discretion, may from time to time delegate to the commission such powers of the Board of Trustees as may be necessary for the management and control of the University of Mississippi Medical Center and to accomplish the purposes of this act, and may limit, restrict or withdraw that delegation at any time. The Board of Trustees may promulgate regulations defining the duties and responsibilities of the commission, and may delineate matters that are reserved to the Board of Trustees for decision.

SECTION 22. Section 41-13-15, Mississippi Code of 1972, is amended as follows:

41-13-15. (1) Any county and/or any political or judicial subdivision of a county and/or any municipality of the State of Mississippi, acting individually or jointly, may acquire and hold real estate for a community hospital either recognized and/or licensed as such by either the State of Mississippi or the United States Government, and may, after complying with applicable health planning and licensure statutes, construct a community hospital thereon and/or appropriate funds according to the provisions of this chapter for the construction, remodeling, maintaining, equipping, furnishing and expansion of such facilities by the board of trustees upon such real estate.

(2) Where joint ownership of a community hospital is involved, the owners are hereby authorized to contract with each other for determining the pro rata ownership of such community hospital, the proportionate cost of maintenance and operation, and the proportionate financing that each will contribute to the community hospital.

(3) The owners may likewise contract with each other, or on behalf of any subordinate political or judicial subdivision, or with the board of trustees of a community hospital, and/or any agency of the State of Mississippi or the United States Government, or any health care collaborative as defined in Senate Bill No. ____, 2017 Regular Session, for necessary purposes related to the establishment, operation or maintenance of community hospitals and related programs wherever located, and may either accept from, sell or contribute to the other entities, monies, personal property or existing health facilities. The owners or the board of trustees may also receive monies, property or any other valuables of any kind through gifts, donations, devises or other recognized means from any source for the purpose of hospital use.

(4) Owners and boards of trustees, acting jointly or severally, may acquire and hold real estate for offices for physicians and other health care practitioners and related health care or support facilities, provided that any contract for the purchase of real property must be ratified by the owner, and may thereon construct and equip, maintain and remodel or expand such offices and related facilities, and the board of trustees may lease same to members of the hospital staff or others at a rate deemed to be in the best interest of the community hospital.

(5) If any political or judicial subdivision of a county is obligated hereunder, the boundaries of such district shall not be altered in such a manner as to relieve any portion thereof of its obligation hereunder.

(6) Owners may convey to any other owner, or any health care collaborative as defined in Senate Bill No. ____, 2017 Regular Session, any or all property, real or personal, comprising any existing community hospital, including related facilities, wherever located, owned by such conveying owner. Such conveyance shall be upon such terms and conditions as may be agreed upon and may make such provisions for transfers of operating funds and/or for the assumption of liabilities of the community hospital as may be deemed appropriate by the respective owners.

(7) (a) Except as provided for in subsection (11) of this section, owners may lease all or part of the property, real or personal, comprising a community hospital, including any related facilities, wherever located, and/or assets of such community hospital, to any individual, partnership or corporation, whether operating on a nonprofit basis or on a profit basis, or to the board of trustees of such community hospital or any other owner or board of trustees, subject to the applicable provisions of subsections (8), (9) and (10) of this section. The term of such lease shall not exceed fifty (50) years. Such lease shall be conditioned upon (i) the leased facility continuing to operate in a manner safeguarding community health interests; (ii) the proceeds from the lease being first applied against such bonds, notes or other evidence of indebtedness as are issued pursuant to Section 41-13-19 as and when they are due, provided that the terms of the lease shall cover any indebtedness pursuant to Section 41-13-19; and (iii) any surplus proceeds from the lease being deposited in the general fund of the owner, which proceeds may be used for any lawful purpose. Such lease shall be subject to the express approval of the board of trustees of the community hospital, except in the case where the board of trustees of the community hospital will be the lessee. However, owners may not lease any community hospital to the University of Mississippi Medical Center unless first the University of Mississippi Medical Center has obtained authority to lease such hospital under specific terms and conditions from the Board of Trustees of State Institutions of Higher Learning.

If the owner wishes to lease a community hospital without an option to sell it and the approval of the board of trustees of the community hospital is required but is not given within thirty (30) days of the request for its approval by the owner, then the owner may enter such lease as described herein on the following conditions: A resolution by the owner describing its intention to enter such lease shall be published once a week for at least three (3) consecutive weeks in at least one (1) newspaper published in the county or city, as the case may be, or if none be so published, in a newspaper having a general circulation therein. The first publication of such notice shall be made not less than twenty-one (21) days prior to the date fixed in such resolution for the lease of the community hospital and the last publication shall be made not more than seven (7) days prior to such date. If, on or prior to the date fixed in such resolution for the lease of the community hospital, there shall be filed with the clerk of the owner a petition signed by twenty percent (20%) or fifteen hundred (1500), whichever is less, of the qualified voters of such owner, requesting that an election be called and held on the question of the lease of the community hospital, then it shall be the duty of the owner to call and provide for the holding of an election as petitioned for. In such case, no such lease shall be entered into unless authorized by the affirmative vote of the majority of the qualified voters of such owner who vote on the proposition at such election. Notice of such election shall be given by publication in like manner as hereinabove provided for the publication of the initial resolution. Such election shall be conducted and the return thereof made, canvassed and declared as nearly as may be in like manner as is now or may hereafter be provided by law in the case of general elections in such owner. If, on or prior to the date fixed in the owner's resolution for the lease of the community hospital, no such petition as described above is filed with the clerk of the owner, then the owner may proceed with the lease subject to the other requirements of this section. Subject to the above conditions, the lease agreement shall be upon such terms and conditions as may be agreed upon and may make such provision for transfers of tangible and intangible personal property and operating funds and/or for the assumption of liabilities of the community hospital and for such lease payments, all as may be deemed appropriate by the owners.

(b) Owners may sell and convey all or part of the property, real or personal, comprising a community hospital, including any related facilities, wherever located, and/or assets of such community hospital, to any individual, partnership or corporation, whether operating on a nonprofit basis or on a profit basis, or to the board of trustees of such community hospital or any other owner or board of trustees, subject to the applicable provisions of subsections (8) and (10) of this section. Such sale and conveyance shall be upon such terms and conditions as may be agreed upon by the owner and the purchaser that are consistent with the requirements of this section, and the parties may make such provisions for the transfer of operating funds or for the assumption of liabilities of the facility, or both, as they deem appropriate. However, such sale and conveyance shall be conditioned upon (i) the facility continuing to operate in a manner safeguarding community health interests; (ii) the proceeds from such sale being first applied against such bonds, notes or other evidence of indebtedness as are issued pursuant to Section 41-13-19 as and when they are due, provided that the terms of the sale shall cover any indebtedness pursuant to Section 41-13-19; and (iii) any surplus proceeds from the sale being deposited in the general fund of the owner, which proceeds may be used for any lawful purpose. However, owners may not sell or convey any community hospital to the University of Mississippi Medical Center unless first the University of Mississippi Medical Center has obtained authority to purchase such hospital under specific terms and conditions from the Board of Trustees of State Institutions of Higher Learning.

(8) Whenever any owner decides that it may be in its best interests to sell or lease a community hospital as provided for under subsection (7) of this section, the owner shall first contract with a certified public accounting firm, a law firm or competent professional health care or management consultants to review the current operating condition of the community hospital. The review shall consist of, at minimum, the following:

(a) A review of the community's inpatient facility needs based on current workload, historical trends and projections, based on demographic data, of future needs.

(b) A review of the competitive market for services, including other hospitals which serve the same area, the services provided and the market perception of the competitive hospitals.

(c) A review of the hospital's strengths relative to the competition and its capacity to compete in light of projected trends and competition.

(d) An analysis of the hospital's options, including service mix and pricing strategies. If the study concludes that a sale or lease should occur, the study shall include an analysis of which option would be best for the community and how much revenues should be derived from the lease or sale.

(9) After the review and analysis under subsection (8) of this section, an owner may choose to sell or lease the community hospital. If an owner chooses to sell such hospital or lease the hospital with an option to sell it, the owner shall follow the procedure specified in subsection (10) of this section. If an owner chooses to lease the hospital without an option to sell it, it shall first spread upon its minutes why such a lease is in the best interests of the persons living in the area served by the facility to be leased, and it shall make public any and all findings and recommendations made in the review required under proposals for the lease, which shall state clearly the minimum required terms of all respondents and the evaluation process that will be used when the owner reviews the proposals. The owner shall lease to the respondent submitting the highest and best proposal. In no case may the owner deviate from the process provided for in the request for proposals.

(10) If an owner wishes to sell such community hospital or lease the hospital with an option to sell it, the owner first shall conduct a public hearing on the issue of the proposed sale or lease with an option to sell the hospital. Notice of the date, time, location and purpose of the public hearing shall be published once a week for at least three (3) consecutive weeks in at least one (1) newspaper published in the county or city, as the case may be, or if none be so published, in a newspaper having a general circulation therein. The first publication of the notice shall be made not less than twenty-one (21) days before the date of the public hearing and the last publication shall be made not more than seven (7) days before that date. If, after the public hearing, the owner chooses to sell or lease with an option to sell the hospital, the owner shall adopt a resolution describing its intention to sell or lease with an option to sell the hospital, which shall include the owner's reasons why such a sale or lease is in the best interests of the persons living in the area served by the facility to be sold or leased. The owner then shall publish a copy of the resolution; the requirements for proposals for the sale or lease with an option to sell the hospital, which shall state clearly the minimum required terms of all respondents and the evaluation process that will be used when the owner reviews the proposals; and the date proposed by the owner for the sale or lease with an option to sell the hospital. Such publication shall be made once a week for at least three (3) consecutive weeks in at least one (1) newspaper published in the county or city, as the case may be, or if none be so published, in a newspaper having a general circulation therein. The first publication of the notice shall be made not less than twenty-one (21) days before the date proposed for the sale or lease with an option to sell the hospital and the last publication shall be made not more than seven (7) days before that date. If, on or before the date proposed for the sale or lease of the hospital, there is filed with the clerk of the owner a petition signed by twenty percent (20%) or fifteen hundred (1500), whichever is less, of the qualified voters of the owner, requesting that an election be called and held on the question of the sale or lease with an option to sell the hospital, then it shall be the duty of the owner to call and provide for the holding of an election as petitioned for. In that case, no such sale or lease shall be entered into unless authorized by the affirmative vote of the majority of the qualified voters of the owner who vote on the proposition at such election. Notice of the election shall be given by publication in the same manner as provided for the publication of the initial resolution. The election shall be conducted and the return thereof made, canvassed and declared in the same manner as provided by law in the case of general elections in the owner. If, on or before the date proposed for the sale or lease of the hospital, no such petition is filed with the clerk of the owner, then the owner may sell or lease with an option to sell the hospital. Such sale or lease shall be made to the respondent submitting the highest and best proposal. In no case may the owner deviate from the process provided for in the request for proposals.

(11) A lessee of a community hospital, under a lease entered into under the authority of Section 41-13-15, in effect prior to July 15, 1993, or an affiliate thereof, may extend or renew such lease whether or not an option to renew or extend the lease is contained in the lease, for a term not to exceed fifteen (15) years, conditioned upon (a) the leased facility continuing to operate in a manner safeguarding community health interest; (b) proceeds from the lease being first applied against such bonds, notes or other evidence of indebtedness as are issued pursuant to Section 41-13-19; (c) surplus proceeds from the lease being used for health related purposes; (d) subject to the express approval of the board of trustees of the community hospital; and (e) subject to the express approval of the owner. If no board of trustees is then existing, the owner shall have the right to enter into a lease upon such terms and conditions as agreed upon by the parties. Any lease entered into under this subsection (11) may contain an option to purchase the hospital, on such terms as the parties shall agree.

SECTION 23. Section 41-13-35, Mississippi Code of 1972, is amended as follows:

41-13-35. (1) The board of trustees of any community hospital shall have full authority to appoint an administrator, who shall not be a member of the board of trustees, and to delegate reasonable authority to such administrator for the operation and maintenance of such hospital and all property and facilities otherwise appertaining thereto.

(2) The board of trustees shall have full authority to select from its members, officers and committees and, by resolution or through the board bylaws, to delegate to such officers and committees reasonable authority to carry out and enforce the powers and duties of the board of trustees during the interim periods between regular meetings of the board of trustees; provided, however, that any such action taken by an officer or committee shall be subject to review by the board, and actions may be withdrawn or nullified at the next subsequent meeting of the board of trustees if the action is in excess of delegated authority.

(3) The board of trustees shall be responsible for governing the community hospital under its control and shall make and enforce staff and hospital bylaws and/or rules and regulations necessary for the administration, government, maintenance and/or expansion of such hospitals. The board of trustees shall keep minutes of its official business and shall comply with Section 41-9-68.

(4) The decisions of said board of trustees of the community hospital shall be valid and binding unless expressly prohibited by applicable statutory or constitutional provisions.

(5) The power of the board of trustees shall specifically include, but not be limited to, the following authority:

(a) To deposit and invest funds of the community hospital in accordance with Section 27-105-365;

(b) To establish such equitable wage and salary programs and other employment benefits as may be deemed expedient or proper, and in so doing, to expend reasonable funds for such employee salary and benefits. Allowable employee programs shall specifically include, but not be limited to, medical benefit, life, accidental death and dismemberment, disability, retirement and other employee coverage plans. The hospital may offer and fund such programs directly or by contract with any third party and shall be authorized to take all actions necessary to implement, administer and operate such plans, including payroll deductions for such plans;

(c) To authorize employees to attend and to pay actual expenses incurred by employees while engaged in hospital business or in attending recognized educational or professional meetings;

(d) To enter into loan or scholarship agreements with employees or students to provide educational assistance where such student or employee agrees to work for a stipulated period of time for the hospital;

(e) To devise and implement employee incentive programs;

(f) To recruit and financially assist physicians and other health care practitioners in establishing, or relocating practices within the service area of the community hospital including, without limitation, direct and indirect financial assistance, loan agreements, agreements guaranteeing minimum incomes for a stipulated period from opening of the practice and providing free office space or reduced rental rates for office space where such recruitment would directly benefit the community hospital and/or the health and welfare of the citizens of the service area;

(g) To contract by way of lease, lease-purchase or otherwise, with any agency, department or other office of government or any individual, partnership, corporation, owner, other board of trustees, or other health care facility, for the providing of property, equipment or services by or to the community hospital or other entity or regarding any facet of the construction, management, funding or operation of the community hospital or any division or department thereof, or any related activity, including, without limitation, shared management expertise or employee insurance and retirement programs, and to terminate said contracts when deemed in the best interests of the community hospital;

(h) To file suit on behalf of the community hospital to enforce any right or claims accruing to the hospital and to defend and/or settle claims against the community hospital and/or its board of trustees;

(i) To sell or otherwise dispose of any chattel property of the community hospital by any method deemed appropriate by the board where such disposition is consistent with the hospital purposes or where such property is deemed by the board to be surplus or otherwise unneeded;

(j) To let contracts for the construction, remodeling, expansion or acquisition, by lease or purchase, of hospital or health care facilities, including real property, within the service area for community hospital purposes where such may be done with operational funds without encumbrancing the general funds of the county or municipality, provided that any contract for the purchase of real property must be ratified by the owner;

(k) To borrow money and enter other financing arrangements for community hospital and related purposes and to grant security interests in hospital equipment and other hospital assets and to pledge a percentage of hospital revenues as security for such financings where needed; provided that the owner shall specify by resolution the maximum borrowing authority and maximum percent of revenue which may be pledged by the board of trustees during any given fiscal year;

(l) To expend hospital funds for public relations or advertising programs;

(m) To offer the following inpatient and outpatient services, after complying with applicable health planning, licensure statutes and regulations, whether or not heretofore offered by such hospital or other similar hospitals in this state and whether or not heretofore authorized to be offered, long-term care, extended care, home care, after-hours clinic services, ambulatory surgical clinic services, preventative health care services including wellness services, health education, rehabilitation and diagnostic and treatment services; to promote, develop, operate and maintain a center providing care or residential facilities for the aged, convalescent or handicapped; and to promote, develop and institute any other services having an appropriate place in the operation of a hospital offering complete community health care;

(n) To promote, develop, acquire, operate and maintain on a nonprofit basis, or on a profit basis if the community hospital's share of profits is used solely for community hospital and related purposes in accordance with this chapter, either separately or jointly with one or more other hospitals or health-related organizations, facilities and equipment for providing goods, services and programs for hospitals, other health care providers, and other persons or entities in need of such goods, services and programs and, in doing so, to provide for contracts of employment or contracts for services and ownership of property on terms that will protect the public interest;

(o) To establish and operate medical offices, child care centers, wellness or fitness centers and other facilities and programs which the board determines are appropriate in the operation of a community hospital for the benefit of its employees, personnel and/or medical staff which shall be operated as an integral part of the hospital and which may, in the direction of the board of trustees, be offered to the general public. If such programs are not established in existing facilities or constructed on real estate previously acquired by the owners, the board of trustees shall also have authority to acquire, by lease or purchase, such facilities and real property within the service area, whether or not adjacent to existing facilities, provided that any contract for the purchase of real property shall be ratified by the owner. The trustees shall lease any such medical offices to members of the medical staff at rates deemed appropriate and may, in its discretion, establish rates to be paid for the use of other facilities or programs by its employees or personnel or members of the public whom the trustees may determine may properly use such other facilities or programs;

(p) Provide, at its discretion, ambulance service and/or to contract with any third party, public or private, for the providing of such service;

(q) Establish a fair and equitable system for the billing of patients for care or users of services received through the community hospital, which in the exercise of the board of trustees' prudent fiscal discretion, may allow for rates to be classified according to the potential usage by an identified group or groups of patients of the community hospital's services and may allow for standard discounts where the discount is designed to reduce the operating costs or increase the revenues of the community hospital. Such billing system may also allow for the payment of charges by means of a credit card or similar device and allow for payment of administrative fees as may be regularly imposed by a banking institution or other credit service organization for the use of such cards;

(r) To establish as an organizational part of the hospital or to aid in establishing as a separate entity from the hospital, hospital auxiliaries designed to aid the hospital, its patients, and/or families and visitors of patients, and when the auxiliary is established as a separate entity from the hospital, the board of trustees may cooperate with the auxiliary in its operations as the board of trustees deems appropriate; * * * ~~and~~

(s) To make any agreements or contracts with the federal government or any agency thereof, the State of Mississippi or any agency thereof, and any county, city, town, supervisors district or election district within this state, jointly or separately, for the maintenance of charity facilities * * *.; and

(t) To negotiate and enter into contracts and agreements on behalf of the community hospital for such community hospital to become a member of a limited liability company, a joint venturerer in a joint venture, or a member in a nonprofit corporation, in furtherance of providing health care services to the public.

(6) No board of trustees of any community hospital may accept any grant of money or other thing of value from any not-for-profit or for-profit organization established for the purpose of supporting health care in the area served by the facility unless two-thirds (2/3) of the trustees vote to accept the grant.

(7) No board of trustees, individual trustee or any other person who is an agent or servant of the trustees of any community hospital shall have any personal financial interest in any not-for-profit or for-profit organization which, regardless of its stated purpose of incorporation, provides assistance in the form of grants of money or property to community hospitals or provides services to community hospitals in the form of performance of functions normally associated with the operations of a hospital.

SECTION 24. Section 11-46-1, Mississippi Code of 1972, is amended as follows:

11-46-1. As used in this chapter, the following terms shall have the meanings ascribed unless the context otherwise requires:

(a) "Claim" means any demand to recover damages from a governmental entity as compensation for injuries.

(b) "Claimant" means any person seeking compensation under the provisions of this chapter, whether by administrative remedy or through the courts.

(d) "Department" means the Department of Finance and Administration.

(e) "Director" means the executive director of the department who is also the executive director of the board.

(f) "Employee" means any officer, employee or servant of the State of Mississippi or a political subdivision of the state, including elected or appointed officials and persons acting on behalf of the state or a political subdivision in any official capacity, temporarily or permanently, in the service of the state or a political subdivision whether with or without compensation, including firefighters who are members of a volunteer fire department that is a political subdivision. The term "employee" shall not mean a person or other legal entity while acting in the capacity of an independent contractor under contract to the state or a political subdivision; and

(i) For purposes of the limits of liability provided for in Section 11-46-15, the term "employee" shall include:

1. Physicians under contract to provide health services with the State Board of Health, the State Board of Mental Health or any county or municipal jail facility while rendering services under the contract;

2. Any physician, dentist or other health care practitioner employed by the University of Mississippi Medical Center (UMMC) and its departmental practice plans who is a faculty member and provides health care services only for patients at UMMC or its affiliated practice sites;

3. Any physician, dentist or other health care practitioner employed by any university under the control of the Board of Trustees of State Institutions of Higher Learning who practices only on the campus of any university under the control of the Board of Trustees of State Institutions of Higher Learning;

4. Any physician, dentist or other health care practitioner employed by the State Veterans Affairs Board and who provides health care services for patients for the State Veterans Affairs Board;

(ii) The term "employee" shall also include Mississippi Department of Human Services licensed foster parents for the limited purposes of coverage under the Tort Claims Act as provided in Section 11-46-8; and

(iii) The term "employee" also shall include any employee or member of the governing board of a charter school but shall not include any person or entity acting in the capacity of an independent contractor to provide goods or services under a contract with a charter school.

(g) "Governmental entity" means the state and political subdivisions.

(h) "Injury" means death, injury to a person, damage to or loss of property or any other injury that a person may suffer that is actionable at law or in equity.

(i) "Political subdivision" means any body politic or body corporate other than the state responsible for governmental activities only in geographic areas smaller than that of the state, including, but not limited to, any county, municipality, school district, charter school, volunteer fire department that is a chartered nonprofit corporation providing emergency services under contract with a county or municipality, community hospital as defined in Section 41-13-10, airport authority, or other instrumentality of the state, whether or not the body or instrumentality has the authority to levy taxes or to sue or be sued in its own name.

(j) "State" means the State of Mississippi and any office, department, agency, division, bureau, commission, board, institution, hospital, college, university, airport authority, health care collaborative or other instrumentality thereof, whether or not the body or instrumentality has the authority to levy taxes or to sue or be sued in its own name.

(k) "Law" means all species of law, including, but not limited to, any and all constitutions, statutes, case law, common law, customary law, court order, court rule, court decision, court opinion, court judgment or mandate, administrative rule or regulation, executive order, or principle or rule of equity.

SECTION 25. The provisions of this act are cumulative and shall not be deemed to repeal existing laws, except to the extent such laws are clearly inconsistent with the provisions of this act.

SECTION 26. The provisions of this act are severable. If any part of this act is declared invalid or unconstitutional, that declaration shall not affect the part which remains.

SECTION 27. This act shall take effect and be in force from and after its passage.

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