Title: Section 82-1.5 - Governing body
82-1.5 Governing Body.
A health systems agency shall have a governing body which shall have exclusive authority to perform the health systems agency functions described in section 82-1.6 of this subpart. The "governing body" shall mean the board of directors of the health systems agency or a standing committee designated by the board of directors.
(a) Responsibilities. The governing body shall be responsible for:
(1) appointing an executive director who shall be responsible for the internal affairs of the health systems agency including matters related to the staff of the agency and the agency's budget;
(2) the approval or disapproval of the agency's annual budget, health systems and other plans, reports, and products prepared by the agency as appropriate;
(3) issuing an annual report concerning the activities of the agency, and making the report readily available to the residents of the health service area and to the various communications media serving the area;
(4) performing any other duties and functions of the health systems agency required by law; and
(5) approving major planning initiatives not specifically required in section 82-1.6 of the subpart.
(b) Meetings. The governing body shall:
(1) meet at a minimum four times per calendar year;
(2) hold public meetings as if it were a public body to conduct the business of the agency;
(3) give adequate notice to the public of such meetings;
(4) provide an opportunity for parties directly affected by a decision of the agency to request a public meeting and, when good cause is shown, to conduct a public meeting for the purpose of considering additional information provided by the affected party(ies); and
(5) act by vote of at least a majority of the members of the governing body present at the time of the vote, provided a quorum is present at such time. (A quorum for the governing body shall be not less than a majority of its members.)
(c) Composition. Each health systems agency shall establish a process for the selection of the members of its governing body which assures a rotation of membership and that the members are broadly representative of the residents of the health service area and that the participation of such residents is encouraged and facilitated. A member of the governing body shall serve no more than two consecutive fixed terms of three years each in any period of twelve consecutive years or no more than a total of six years in any twelve-year period. Persons appointed as board members prior to March 1, 1990 shall be eligible to serve a full term subject to the conditions and limitations of section 2904 of the Public Health Law. Full compliance with this requirement shall be required as of March 1, 1993.
The membership of the board of directors of a health systems agency and any executive committee designated by the board of directors shall meet the following criteria:
(1) A majority (but not more than sixty percent of the members) shall be (i) residents of the health service area served by the agency who are consumers of health care, and (ii) broadly representative of the health service area and shall include individuals representing the principal social, economic, linguistic, handicapped, ethnic and racial populations and geographic areas of the health service area and major purchasers of health care, including labor organizations and business corporations, in the area. A consumer shall mean a person who is not a "provider of health care" as defined in accordance with section 82-1.1(d) of this subpart. Full compliance with this requirement shall be required as of March 1, 1993.
(2) The remainder of the members shall be residents of, or have their principal place of business in, the health service area served by the agency who are providers of health care and who, to the extent practicable, are representative of the variety of disciplines and interests of the health care system including (i) physicians, dentists, nurse practitioners, licensed midwives, licensed nurses, optometrists, podiatrists, physician's assistants, and other health professionals, (ii) health facilities, (iii) health care insurers, (iv) health professional schools, (v) the allied health professions, and (vi) other providers of health care.
Not less than one-half of the providers of health care of the governing body of a health systems agency shall be direct providers of health care and of such direct providers of health care, at least one shall be a person engaged in the administration of a health facility.
(3) At least sixty percent of board membership shall be nominated by local government, local provider organizations and local community organizations.
(4) The members shall (i) include public elected officials or other representatives of units of general purpose local government in the agency's health service area and representatives of public and private agencies in the area concerned with health, (ii) include persons who reside in nonmetropolitan areas within the health services area proportionate to the percentage of residents of the area who reside in nonmetropolitan areas, (iii) include persons who are knowledgeable about mental hygiene services, and (iv) if the agency serves an area in which there are one or more health maintenance organizations, include at least one member who is representative of such organizations. (5) To the extent practicable, all standing committees, subcommittees, and advisory groups appointed by the governing body of the health systems agency shall be appointed in such a manner as to provide broad representation in such a manner that a majority of the members shall be consumers of health care.
(d) Conflicts of interest.
(1) Annual statement. Each member of the governing body and staff shall submit annually to such governing body a written statement identifying all health facilities in which he or a member of his family has an interest, financial or otherwise, whether as owner, officer, director, fiduciary, employee or consultant, or supplier of goods or services where the health facility or health facilities represent a significant portion of the business of the supplier. For purposes of this subdivision, "family" shall, at a minimum, include a spouse and dependent children. Each health systems agency may expand the definition of family in their bylaws. The chair of the governing body shall distribute to each member and staff a copy of the annual statements submitted by all other members and staff.
(2) Pending matters. Each health systems agency shall adopt bylaws regarding disclosure and conflicts of interest which shall provide at a minimum:
(i) Disqualification. Where a member of the governing body and standing committees or his family has an interest, financial or otherwise, whether as owner, officer, director, fiduciary, employee or consultant of a health facility under consideration, or supplier of goods or services regarding a health facility under consideration where the health facility represents a significant portion of the business of the supplier, that member shall identify such interest and shall not participate in any vote on the matter.
(ii) Disclosure and possible disqualification. Where a member of the governing body and standing committees or his family has any of the aforesaid interests in a health facility, the status of which might reasonably be affected by another health facility under consideration before the body and which serves or is proposed to serve the same community or service areas as does the health facility in which the member of his family has an interest, or in any event where a member has an interest or association which might reasonably raise suspicion among the public that participation by him in the matter under consideration would be in violation of his trust, he shall, at the time of formal consideration of such matters before the body, disclose such interests or association so that the chair and, if necessary, the body can then determine whether his participation in the discussion of or vote on the matter would be proper.
(iii) Procedure. Prior to discussion or vote, all actual or potential conflicts shall be announced and, where appropriate, explained by the members holding such conflicts. In the case of disqualification, the members holding such conflicts shall absent themselves from the meeting during the period when the matter is under formal consideration unless the body, upon request of the member for good cause, by affirmative vote of the majority of those present determines to permit such member to remain. The minutes of each meeting of the body shall reflect all disclosures regarding conflicts of interest as well as the abstention from voting of the interested member.
(3) Advisory groups. Each health systems agency shall adopt conflicts of interest bylaws for advisory groups which advise the governing body or its standing committees.
(1) The governing body of each health systems agency shall ensure that records and data of the agency are available, upon request, to the public, other than records or data that would not be subject to disclosure if the agency were a public agency subject to the Freedom of Information Law (article 6 of the Public Officers Law). Such records include, but are not limited to, applications and related documents concerning the establishment or construction of health facilities as defined in this subpart. Records, or portions thereof, which are not subject to disclosure shall be kept confidential.
(2) (i) Routine requests for access to records in which it appears clear that the requested information is disclosable shall be processed by the health systems agency.
(ii) Requests for access to records in which there is a question as to whether the information is subject to disclosure shall be forwarded to the Department of Health's records access officer, Corning Tower, Empire State Plaza, Albany, New York 12237 for a determination.
(3) A health systems agency may impose a reasonable charge for all inspections and copies, not exceeding the costs incurred by such agency. (f) Other requirements. Each health systems agency shall:
(1) submit a semi-annual report to the Senate and Assembly health committees, and the commissioner detailing the activities of each agency during that reporting period,
(2) annually submit a copy of its operating budget to the chairman of the Senate Finance Committee, the chairman of the Assembly Ways and Means Committee, the Director of the Budget and the Commissioner of Health. Such operating budget shall contain information detailing contributions received and the type and sources of contributions eligible for matching grants,
(3) provide for such fiscal control consistent with generally accepted accounting principles as the commissioner may require to assure proper disbursement of, and accounting for, funds received by the health systems agency from the state and other sources, and
(4) retain for a period of six years and permit the commissioner, the State Comptroller and the Attorney General, or their duly authorized representatives, to have access for the purpose of audit, inspection and copying to all books, documents, papers, accounts and records pertinent to the disposition of funds received by the health systems agency from the state and other sources.
VOLUME A-1a (Title 10)