Virginia Law

A. The Authority shall be governed by a board of directors with a total of 16 members that consists of 13 appointed members and three ex officio members. The 13 appointed members shall consist of five nonlegislative citizen members to be appointed by the Governor, of whom one shall be a physician-faculty member; four members to be appointed by the Speaker of the House of Delegates, of whom one shall be a physician-faculty member; three members to be appointed by the Senate Committee on Rules, of whom one shall be a physician-faculty member; and one nonlegislative citizen member of the board of visitors of the University to be appointed by the rector of the board of visitors of the University who shall be a member of the board of visitors of the University at all times while serving on the board. The Senior Vice-President for Health Sciences of the University, or the individual who holds such other title as subsequently may be established by the board of visitors of the University for the chief academic and administrative officer for the Health Sciences Schools of the University, and the chief executive officer of the Authority shall serve ex officio with voting privileges. The President of the University shall serve ex officio without voting privileges.

All appointed members except those who are members of the board of visitors of the University shall have demonstrated experience or expertise in business, commercial real estate, finance, health system management, or legal affairs. Each such area of demonstrated experience or expertise shall be represented amongst such appointed members at any given time.

A majority of the 16 total members of the board shall have no direct affiliation with the University or the Authority outside of such members' service on the board.

B. The three appointed physician-faculty members shall be faculty members of the University with hospital privileges at MCV Hospitals at all times while serving on the board.

C. The Governor, the Speaker of the House of Delegates, and the Senate Committee on Rules shall each appoint a physician-faculty member as required pursuant to subsection A after consideration of names from a list submitted by the faculty physicians of the School of Medicine of the University through the Senior Vice-President for Health Sciences of the University, or the individual who holds such other title as subsequently may be established by the board of visitors of the University for the chief academic and administrative officer for the Health Sciences Schools of the University. The list shall contain at least two names for each vacancy.

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

E. Neither the board member appointed from the board of visitors of the University nor the ex officio members with voting privileges shall vote on matters that require them to breach their fiduciary duties to the University or to the Authority.

F. Any member may be removed for malfeasance, misfeasance, incompetence, or gross neglect of duty by the individual or entity that appointed him or, if such appointing individual no longer holds the office creating the right of appointment, by the current holder of that office.

G. The board shall elect biennially a chairman and vice-chairman from among its membership who have served for at least two years on the board. Neither the President of the University nor any other employee of the University, employee of the Authority, member of the board of visitors of the University, or legislative member is eligible to serve as the chairman of the board. The board shall also elect a secretary and treasurer and such assistant secretaries and assistant treasurers as the board may authorize for terms determined by the board, each of whom may or may not be a member of the board. The same individual may serve as both secretary and treasurer.

H. The board may appoint an executive committee and other standing or special committees and prescribe their duties and powers, and any executive committee may exercise all such powers and duties of the board under this chapter as the board may delegate.

I. The board may provide for the appointment, employment, term, compensation, and removal of officers, employees, and agents of the Authority, including engineers, consultants, lawyers, and accountants, as the board deems appropriate.

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

K. The board may adopt, amend, and repeal such policies, regulations, procedures, and bylaws not contrary to law or inconsistent with this chapter as it deems expedient for its own governance and for the governance and management of the Authority.

L. A majority of the board shall constitute a quorum for meetings, and the board may act by a majority of those present at any meeting.

M. Legislative board members are entitled to such compensation as provided in § 30-19.12 and nonlegislative citizen board members are entitled to such compensation for the performance of their duties as provided in § 2.2-2813. All members are entitled to reimbursement for all reasonable and necessary expenses incurred in the performance of their duties as provided in §§ 2.2-2813 and 2.2-2825. Funding for the costs of compensation and expenses of the members shall be provided by the Authority.

N. The provisions of the State and Local Government Conflict of Interests Act (§ 2.2-3100 et seq.) shall apply to the members of the board and the employees of the Authority.

1996, cc. 905, 1046, § 23-50.16:5; 1998, c. 449; 2000, c. 720; 2004, c. 1000; 2014, cc. 3, 456; 2016, c. 588; 2026, cc. 444, 445.