Virginia Law

As used in this chapter, unless the context requires a different meaning:

"Board" means the board of visitors of Eastern Virginia Medical School.

"Bonds" includes bonds, notes, revenue certificates, lease participation certificates, and other evidences of indebtedness, payment obligations, or deferred purchase financing arrangements.

"Costs" means (i) costs of construction, reconstruction, renovation, site work, and acquisition of lands, structures, rights-of-way, franchises, easements, and other property rights and interests; (ii) costs of demolition, removal, or relocation of buildings or structures; (iii) costs of labor; (iv) costs of materials, machinery, and all other kinds of equipment; (v) financing charges; (vi) costs of issuance of bonds, including printing, engraving, advertising, legal, and other similar expenses; (vii) credit enhancement and liquidity facility fees; (viii) fees for interest rate caps, collars, and swaps; (ix) interest on bonds and other borrowing in connection with a project prior to and during construction of the project and for a period not exceeding one year after the completion of such construction; (x) costs of engineering, inspection, financial, legal, and accounting services, plans, specifications, studies, surveys, estimates of costs and revenues, and feasibility studies; (xi) administrative expenses, including administrative expenses during the start-up of any project; (xii) working capital to be used in connection with any project; (xiii) reserve funds and other reserves for the payment of principal of and interest on bonds; and (xiv) all other expenses necessary, desirable, or incidental to the construction, reconstruction, renovation, acquisition, financing, refinancing, or placing in operation of projects.

"Medical School" means the Eastern Virginia Medical School.

"Operating project" means any project (i) owned, in whole or in part; (ii) controlled, directly or indirectly, in whole or in part; or (iii) operated, directly or indirectly, by the Medical School, including parking, utility, and similar essential and related facilities operated by the Medical School or its agents either for itself or for itself and other health-related entities and institutions on a shared-support basis.

"Project" means any medical educational institution and medical facility, including colleges, schools, and divisions offering undergraduate and graduate programs for the health professions and sciences and such other courses of study as may be appropriate; medical and paramedical facilities; such other facilities deemed by the board as consistent with the powers and purposes of Eastern Virginia Medical School; all related and supporting facilities; and all necessary, desirable, or incidental lands, buildings, improvements, and other appurtenances and equipment.

2016, c. 588.

Eastern Virginia Medical School is established as a public instrumentality, public body politic and corporate, and political subdivision of the Commonwealth. The primary offices and facilities of the Medical School shall be located in the Hampton Roads area of the Commonwealth.

2016, c. 588.

A. The Medical School shall be governed by a board of visitors composed of 17 members as follows: two nonlegislative citizen members appointed by the Governor; two nonlegislative citizen members appointed by the Senate Committee on Rules; three nonlegislative citizen members appointed by the Speaker of the House of Delegates; six nonlegislative citizen members appointed by the Eastern Virginia Medical School Foundation; and four nonlegislative citizen members appointed by their respective city councils as follows: two members for the City of Norfolk, one member for the City of Virginia Beach, and one member appointed by the following city councils in a rotating manner: the City of Chesapeake, the City of Hampton, the City of Portsmouth, the City of Suffolk, and the City of Newport News.

B. Members shall serve for terms of three years, commencing on July 1 of the appointment year. Vacancies occurring other than by expiration of a term shall be filled by the original appointing authority for the unexpired term. No member shall serve for more than two consecutive three-year terms; however, (i) a member appointed to serve an unexpired term is eligible to serve two consecutive three-year terms immediately succeeding such unexpired term and (ii) an officer is eligible to serve up to three additional one-year terms. Except as otherwise provided in this subsection, no member who has served two consecutive three-year terms is eligible to serve on the board until at least one year has passed since the end of his second consecutive three-year term. Members shall continue to hold office until their successors have been appointed and qualified.

C. Members shall receive no salaries but are entitled to reimbursement for necessary traveling and other expenses incurred while engaged in the performance of their duties.

D. Each appointing authority has the right to remove any member it appointed for malfeasance, misfeasance, incompetence, or gross neglect of duty.

E. The board shall annually elect a rector, vice-rector, treasurer, and secretary from among its membership and may elect assistant secretaries and treasurers who are not required to be members of the board. The same member may serve as both secretary and treasurer.

F. The board shall meet at least four times each year and may hold such special meetings as it deems necessary. The rector or any three members may call special meetings of the board.

G. The board may appoint an executive committee composed of at least three but no more than five members for the transaction of business in the recess of the board.

2016, c. 588; 2018, c. 202.

A. The board shall generally direct the affairs of the Medical School and adopt such regulations and bylaws for its own government and procedures as it shall determine.

B. The board shall appoint a president of the Medical School who shall be the chief executive officer with such duties as may be prescribed by the board.

C. The board shall appoint a dean and a provost of the Medical School.

D. The board may appoint such vice presidents, administrative and academic officers, professors, teachers, staff members, agents, and other personnel as it deems proper and necessary for the transaction of its business within and outside the Commonwealth or the United States.

E. The board may confer degrees, including honorary degrees, consistent with the approval authority of the Council pursuant to § 23.1-203.

2016, c. 588.

A. The Medical School may:

1. Exercise public and essential governmental functions to provide for the public health, welfare, convenience, knowledge, benefit, and prosperity of the residents of the Commonwealth and such other persons as may be served by the Medical School;

2. Adopt regulations for the government and management of the Medical School that it deems expedient and that are not contrary to law;

3. Sue and be sued;

4. Plead and be impleaded;

5. Contract and be contracted with;

6. Identify, document, and evaluate needs, problems, and resources relating to medical and health care, education, and research and plan, develop, and implement programs to meet such needs on both an immediate and long-range basis;

7. Plan, design, construct, possess, own, remove, renovate, enlarge, equip, maintain, and operate projects to provide medical and health care, education, research, and related, supporting, and other appropriate services;

8. Lease, sell, or otherwise convey any or all of its projects to others who agree to operate the projects if the Medical School determines that such lease, sale, or other conveyance will assist, promote, or further the purposes of this chapter;

9. Acquire any property, real or personal, and right, easement, or estate in such property that it deems necessary by purchase, lease, gift, devise, or eminent domain, on such terms and conditions and in such a manner as it may deem proper and sell, lease, and dispose of such property or any portion of or interest in such property. The Medical School shall exercise the power of eminent domain in accordance with Chapter 2 (§ 25.1-200 et seq.) of Title 25.1 and only (i) within the corporate limits of the City of Norfolk and (ii) to acquire property to be used for operating projects. The Medical School shall not condemn, pursuant to this chapter, the property of any corporation that has the power of eminent domain;

10. Fix, revise, charge, and collect revenues, fees, rents, and other charges for the services and facilities furnished by the Medical School and establish and revise regulations regarding the use, occupancy, or operation of all or part of any such facility or service rendered;

11. Accept loans, grants, contributions, or assistance from the federal government, the Commonwealth, any locality of the Commonwealth, or any other public or private source and enter into any agreement or contract regarding the acceptance, use, or repayment of any such loan, grant, contribution, or assistance;

12. Develop, undertake, conduct, and provide programs, alone or in conjunction with any other public or private person or entity, for medical, biomedical, and health care research and any associated disciplines relating to (i) the knowledge, causes, and cures of diseases, conditions, syndromes, or disorders; (ii) health care services; or (iii) the delivery of health care;

13. Foster the utilization of information, discoveries, data, and material produced through medical, biomedical, and health care research; obtain patents, copyrights, and trademarks for such intellectual property; administer and manage such intellectual property or contract for such administration and management by entities organized for such purpose; and market, transfer, and convey, in whole or in part, any interest in such information, discoveries, data, materials, patents, copyrights, trademarks, or other intellectual property in any manner that is consistent with the Medical School's patent and copyright policies and the terms of any grants or contracts providing financial support for the relevant research;

14. Promote, develop, improve, and increase the health, welfare, convenience, commerce, and prosperity of the Commonwealth;

15. Assist in or provide for the creation of domestic or foreign stock and nonstock corporations and purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of (i) shares of or other interests in or obligations of any domestic or foreign corporations, partnerships, associations, joint ventures, or other entities organized for any purpose, (ii) direct or indirect obligations of the United States, any other government, state, territory, governmental district, or locality, or (iii) any other obligations of any association, partnership, or individual or any other domestic or foreign corporation organized for any purpose;

16. Provide appropriate assistance in carrying out any activities authorized by this chapter to any domestic or foreign corporation, partnership, association, joint venture, or other entity owned in whole or in part or controlled, directly or indirectly, in whole or in part, by the Medical School, including making loans and providing employees;

17. Make loans and provide other assistance to corporations, partnerships, associations, joint ventures, or other entities;

18. Make contracts or guarantees, incur liabilities, borrow money, or secure any obligations of others;

19. Transact its business, establish and locate its offices, facilities, and any satellite offices and facilities, other than its primary Hampton Roads offices and facilities, at other locations within and outside the Commonwealth or the United States and control, directly or through domestic or foreign stock or nonstock corporations or other entities, facilities that assist or aid the Medical School in carrying out the purposes of this chapter, including the power to own or operate, directly or indirectly, medical educational and research institutions, medical, research, and paramedical facilities, and related and supporting facilities and projects within or outside the Commonwealth or the United States;

20. Participate in joint ventures, within or outside the Commonwealth or the United States, with individuals, corporations, partnerships, associations, or other entities for providing such medical and health care, education, and research, or related services or other activities that the Medical School may determine to undertake;

21. Conduct or engage, directly or indirectly, in any lawful business, activity, effort, or project that is necessary, convenient, or desirable to assist the Medical School in carrying out its public purposes or for the exercise of any of its powers, within or outside the Commonwealth or the United States provided that any private benefit resulting to any other corporation or other entity from any such business, activity, effort, or project is merely incidental to the resulting public benefit;

22. Exercise all the corporate powers granted to corporations by the provisions of Title 13.1, except in those cases in which, by the express terms of the provisions of such title, such powers are confined to corporations created under such title; and

23. Accept, execute, and administer any trust in which it may have an interest under the terms of the instrument creating the trust.

B. Nothing in this chapter shall be deemed a waiver of the sovereign immunity of the Commonwealth or the Medical School.

2016, c. 588.

A. The exercise of the powers granted by this chapter are for the benefit of the residents of the Commonwealth and the promotion of their safety, health, welfare, knowledge, benefit, convenience, and prosperity.

B. The operation and maintenance of any project that the Medical School may undertake constitutes the performance of an essential governmental function.

2016, c. 588.

The Medical School shall deliver and support the delivery of high-quality medical and health care and related services to residents of the Commonwealth and such other persons as may be served by the Medical School regardless of their ability to pay, provide educational opportunities, and conduct and facilitate research.

2016, c. 588.

A. The Medical School may issue bonds to pay all or part of the cost of any project within the Commonwealth, finance and refinance any of its programs or its general operations, or refund any outstanding bonds or other obligations of the Medical School whether or not the bonds or obligations to be refunded have matured or are subject to redemption.

B. The Medical School may issue refunding bonds in exchange for bonds or obligations being refunded to pay (i) the principal, premium, if any, and interest accrued and to accrue on such bonds or obligations or any portion of such bonds or obligations to maturity or earlier date of redemption; (ii) the purchase price of any such bonds or obligations to be retired upon such purchase; or (iii) any related payment in connection with such refunding bonds.

C. The Medical School may issue such types of bonds as it may determine, including bonds payable as to principal and interest from any one or more of the following sources: (i) its revenues generally; (ii) the income and revenues of a particular project, including revenues from the sale or lease of such project; (iii) the income and revenues of certain designated projects, whether they are financed in whole or in part from the proceeds of such bonds; (iv) the proceeds of the sale or lease of any project, whether or not it is financed from the proceeds of such bonds; (v) funds realized from the enforcement of security interests or other liens securing such bonds; (vi) proceeds from the sale of bonds of the Medical School; (vii) payments due under letters of credit, policies of municipal bond insurance, guarantees, or other credit enhancements securing payment of bonds of the Medical School; (viii) any reserve or sinking funds created to secure such payment; or (ix) other available funds of the Medical School.

D. Bonds of the Medical School may be (i) issued in one or more series and (ii) made redeemable or subject to tender before maturity at such price and under such terms and conditions as may be fixed by the Medical School prior to the issuance of the bonds and shall be authorized by resolution, be dated, mature no later than 40 years from their date, and bear interest payable at such time and rate as may be determined by the Medical School and in such a manner as may be determined by the Medical School, including a determination by agents designated by the Medical School pursuant to the Medical School's guidelines.

E. The Medical School shall determine the form, including any interest coupons to be attached to the bonds, the manner of execution, the denomination, and the place of payment of the principal of and interest on the bonds, which may be at any bank, trust company, or securities depository within or outside the Commonwealth.

F. If any officer whose signature or a facsimile of whose signature appears on any bond or coupon ceases to be such officer before delivery of such bond or coupon, such signature or facsimile is valid and sufficient for all purposes as if such officer had remained in office until such delivery.

G. Notwithstanding any other provision of this chapter or any recitals in any bonds issued under the provisions of this chapter, all bonds of the Medical School are negotiable instruments under the laws of the Commonwealth.

H. The Medical School may (i) issue bonds in coupon or registered form or both; (ii) provide for (a) the registration of any coupon bonds as to principal alone and as to both principal and interest and (b) the reconversion of any bonds registered as to both principal and interest into coupon bonds; and (iii) issue bonds issued in registered form under a system of book-entry for recording the ownership and transfer of ownership of rights to receive payments of principal of, premium, if any, and interest on such bonds.

I. The Medical School may contract for the services of banks, trust companies, financial institutions, or other entities or persons within or outside the Commonwealth for the authentication, registration, transfer, exchange, and payment of the bonds or may perform such actions itself.

J. The Medical School may determine a price for its bonds and sell such bonds at public or private sale and for such price as it determines to be in the best interest of the Medical School.

K. Prior to the preparation of definitive bonds, the Medical School may, under like restrictions, issue interim receipts or temporary bonds, with or without coupons, exchangeable for definitive bonds when such bonds are executed and available for delivery.

L. The Medical School may provide for the replacement of any bonds that are mutilated, destroyed, stolen, or lost.

M. The Medical School may issue bonds under the provisions of this chapter without obtaining the consent of any commission, board, bureau, or agency of the Commonwealth or any political subdivision and is not subject to any proceedings or conditions in the issuance of such bonds other than those set forth in this chapter.

N. The Medical School may issue or secure any bonds under the provisions of this chapter pursuant to (i) a trust indenture or other agreement by way of conveyance, deed of trust, or mortgage of any project or any other property of the Medical School, whether or not financed in whole or in part from the proceeds of such bonds; (ii) a trust or other agreement between the Medical School and either (a) any trust company or bank having the powers of a trust company within or outside the Commonwealth acting as corporate trustee or another agent for bondholders or a purchaser of any bonds or (b) a purchaser of any bond; or (iii) any combination of such conveyance, deed of trust, or mortgage and indenture, trust, or other agreement. Such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, may pledge or assign revenues, fees, rents, and other charges to be received. Such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, may contain such provisions for protecting and enforcing the rights and remedies of the bondholders as may be reasonable and proper and not in violation of law, including covenants (a) providing for the repossession and sale of any or part of any project by the Medical School or any trustees under any trust indenture or agreement upon any default under the lease or sale of such project and (b) setting forth (1) the duties of the Medical School in relation to the acquisition of property and the construction, improvement, maintenance, repair, operation, and insurance of any project or other property of the Medical School, (2) the amounts of revenues, fees, rents, and other charges to be charged, (3) the collection of such revenues, fees, rents, and other charges, (4) the custody, safeguarding, and application of all moneys of the Medical School, and (5) conditions or limitations with respect to the issuance of additional bonds.

O. Any national bank with its main office in the Commonwealth or any other state or any bank or trust company incorporated under the laws of the Commonwealth or another state that acts as depository of the proceeds of bonds or other revenues of the Medical School may furnish indemnifying bonds or pledge such securities as may be required by the Medical School.

P. Each trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, may set forth the rights and remedies of the bondholders and any trustee or other agent for the bondholders, restrict the individual right of action by bondholders, and contain such other provisions as the Medical School deems reasonable and proper for the security of the bondholders, including provisions for the assignment of any rights of the Medical School in any project owned, operated, or controlled by, or leases or sales of any projects made by, the Medical School to a corporate trustee or other agent for bondholders or the purchaser of such bonds.

Q. All expenses incurred in carrying out the provisions of such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, relating to any project, including those to which the Medical School may not be a party, may be treated as a part of the cost of a project.

R. Bonds issued by the Medical School under the provisions of this chapter are securities in which all public officers and public bodies of the Commonwealth and its political subdivisions, insurance companies, trust companies, banking associations, investment companies, executors, administrators, trustees, and other fiduciaries may properly and legally invest funds, including capital in their control or belonging to them. Such bonds are securities that may properly and legally be deposited with and received by any state officer or officer of a locality or any agency or political subdivision of the Commonwealth for any purpose for which the deposit of bonds or obligations is authorized by law.

S. Any (i) holder of bonds issued under the provisions of this chapter or any coupons appertaining to such bonds and (ii) trustee or other agent for bondholders under any trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, except to the extent that the rights given in this subsection may be restricted by such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, may, either at law or in equity, by suit, action, injunction, mandamus, or other proceedings, protect and enforce any and all rights under the laws of the Commonwealth, granted by this chapter, or under such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, and enforce and compel the performance of all duties required by this chapter or such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, to be performed by the Medical School or any officer or agent of the Medical School, including the fixing, charging, and collection of revenues, fees, rents, and other charges.

T. Any bond of the Medical School may be guaranteed or secured by a pledge of any (i) grant, contribution, or appropriation from a participating political subdivision, the Commonwealth, any political subdivision, agency, or instrumentality of the Commonwealth, any federal agency, or any unit, private corporation, copartnership, association, or individual; (ii) income or revenues of the Medical School; or (iii) mortgage of or deed of trust or other lien or security interest in any project or other property of the Medical School or any individual or entity referred to in clause (i). No member of the board or any person executing any bonds issued under the provisions of this chapter is liable personally on the bonds by reason of the issuance of such bonds.

U. No bond of the Medical School is a debt of the Commonwealth or any other political subdivision of the Commonwealth, and such bonds shall so state on their face. Neither the Commonwealth nor any political subdivision of the Commonwealth other than the Medical School is liable on the bonds. Such bonds are not payable out of any funds or properties of the Commonwealth or any political subdivision of the Commonwealth other than those of the Medical School. The bonds shall not constitute indebtedness within the meaning of any debt limitation or restriction on any locality in the Commonwealth.

V. Bonds of the Medical School are issued for an essential public and governmental purpose.

2016, c. 588.

A. The Medical School may fix, revise, charge, and collect revenues, fees, rents, and other charges for the use of any project. Such revenues, fees, rents, and other charges shall be fixed and adjusted to provide a fund sufficient with other revenues to pay the principal of and any interest on bonds secured by or otherwise to be paid by such revenues as such principal and interest become due and payable; to create reserves for such purposes and for other purposes of the Medical School; and to pay the cost of maintaining, repairing, and operating the project. Such revenues, fees, rents, and charges are not subject to supervision or regulation by any commission, board, bureau, or agency of the Commonwealth or any such participating political subdivision.

B. The revenues, fees, rents, and other charges received by the Medical School may be applied and set aside in such order and manner as may be provided in such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, including application to a sinking fund that may be pledged to and charged with the payment of the principal of and the interest on such bonds as such principal and interest become due and the redemption price or purchase price of such bonds retired by call or purchase as provided in such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds.

C. All pledges of such revenues, fees, rents, and other charges to payment of bonds are valid and binding from the time when the pledge is made.

D. The revenues, fees, rents, and charges pledged and received by the Medical School are immediately subject to the lien of such pledge without any physical delivery or further act and the lien of any such pledge is valid and binding as against all parties having claims of any kind in tort, contract, or otherwise against the Medical School, regardless of whether such parties have notice of the lien.

E. No trust indenture, trust, or other agreement, or resolution authorizing the issuance of such bonds, by which a pledge is created is required to be filed or recorded except in the records of the Medical School.

F. The use and disposition of moneys to the credit of such sinking fund are subject to the provisions of such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds. Except as otherwise provided in such trust indenture, trust, or other agreement, or the resolution providing for the issuance of such bonds, such sinking fund is a fund for all such bonds without distinction or priority of one over another.

2016, c. 588.

In addition to the powers granted by general law or by its charter, any locality in the Commonwealth may cooperate with the Medical School to:

1. Make such appropriations and provide such funds by outright donation, loan, or agreement with the Medical School for operating and carrying out the purposes of the Medical School as the local governing body may deem proper;

2. Dedicate, sell, convey, or lease any of its interest in property or grant liens, easements, licenses, or any other privileges in or on the property to or for the benefit of the Medical School;

3. Cause parks, playgrounds, or recreational, community, educational, water, sewer, or drainage facilities or any other works that it may undertake to be furnished adjacent to or in connection with any property, facility, or project of the Medical School;

4. Furnish, dedicate, close, pave, install, grade, regrade, plan, or replan streets, roads, roadways, alleys, sidewalks, or other places;

5. Plan, replan, zone, or rezone any part of the locality in connection with the use of any property of the Medical School or property adjacent to the property of the Medical School or its facilities or projects;

6. Furnish services to the Medical School;

7. Purchase any of the bonds of the Medical School or legally invest in such bonds any funds belonging to or within the control of the locality and exercise all the rights of any holder of such bonds;

8. Do any and all things necessary or convenient to aid or cooperate in the planning, undertaking, construction, or operation of any of the plans, projects, or facilities of the Medical School; and

9. Enter into agreements with the Medical School regarding action to be taken by the locality pursuant to any of the powers set forth in this section.

2016, c. 588.

All moneys received by the Medical School pursuant to this chapter, whether as proceeds from the sale of bonds or as revenues, are trust funds to be held and applied solely as provided in this chapter.

2016, c. 588.

In hiring practices and in the procurement of goods and services, the Medical School shall not discriminate against any person on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, pregnancy, childbirth or related medical conditions, age, marital status, or disability.

2016, c. 588; 2020, c. 1137.

The provisions of the Virginia Personnel Act (§ 2.2-2900 et seq.), the Administrative Process Act (§ 2.2-4000 et seq.), and the Virginia Public Procurement Act (§ 2.2-4300 et seq.) do not apply to the Medical School in its exercise of any power conferred under this chapter.

2016, c. 588.

A. The Medical School is not required to pay any taxes or assessments upon any project acquired and constructed by the Medical School under the provisions of this chapter.

B. The bonds issued under the provisions of this chapter, their transfer, the income from such bonds, and the income from the transfer of such bonds, including any profit made on the sale of such bonds, are exempt from taxation by the Commonwealth and any political subdivision of the Commonwealth.

2016, c. 588.

This chapter shall constitute full and complete authority for the Medical School, without regard to the provisions of any other law, and shall be liberally construed to effect its purposes.

2016, c. 588.