Wisconsin Legislature: 27,6301

(d) The dean of the University of Wisconsin-Madison Medical School.

(e) A chairperson of a department at the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.

(f) A faculty member of a University of Wisconsin-Madison health professions school, other than the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.

(g) The secretary of administration or his or her designee.

(h) Two nonvoting members appointed by the governor, one of whom shall be an employe or a representative of a labor organization recognized or certified to represent employes in one of the collective bargaining units specified in s. 111.05 (5) (a) and one of whom shall be an employe or a representative of a labor organization recognized or certified to represent employes in one of the collective bargaining units specified in s. 111.825 (1m).

(2) A vacancy on the board of directors shall be filled in the same manner as the original appointment to the board of directors for the remainder of the unexpired term, if any.

(3) A member of the board of directors may not be compensated for his or her services but shall be reimbursed for actual and necessary expenses, including travel expenses, incurred in the performance of his or her duties.

(4) No cause of action of any nature may arise against and no civil liability may be imposed upon a member of the board of directors for any act or omission in the performance of his or her powers and duties under this chapter, unless the person asserting liability proves that the act or omission constitutes wilful misconduct.

(8) The members of the board of directors shall annually elect a chairperson and may elect other officers as they consider appropriate. Six voting members of the board of directors constitute a quorum for the purpose of conducting the business and exercising the powers of the authority, notwithstanding the existence of any vacancy. The members of the board of directors specified under sub. (1) (c) and (g) may not be the chairperson of the board of directors for purposes of 1995 Wisconsin Act .... (this act), section 9159 (2). The board of directors may take action upon a vote of a majority of the members present, unless the bylaws of the authority require a larger number.

(9) The board of directors shall appoint a chief executive officer who shall not be a member of the board of directors and who shall serve at the pleasure of the board of directors. The chief executive officer shall receive such compensation as the board of directors fixes. The chief executive officer or other person designated by resolution of the board of directors shall keep a record of the proceedings of the authority and shall be custodian of all books, documents and papers filed with the authority, the minute book or journal of the authority and its official seal. The chief executive officer or other person may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that such copies are true copies, and all persons dealing with the authority may rely upon such certificates.

233.03 Powers of authority. The authority shall have all the powers necessary or convenient to carry out the purposes and provisions of this chapter. In addition to all other powers granted by this chapter, the authority may:

(1) Adopt bylaws and policies and procedures for the regulation of its affairs and the conduct of its business.

(2) Sue and be sued; have a seal and alter the seal at pleasure; have perpetual existence; maintain an office; negotiate and enter into leases; accept gifts or grants, but not including research grants in which the grant investigator is an employe of the board of regents; accept bequests or loans; accept and comply with any lawful conditions attached to federal financial assistance; and make and execute other instruments necessary or convenient to the exercise of the powers of the authority.

(5) Procure insurance on its debt obligations.

(7) Subject to ss. 233.04 (4) to (4r) and 233.10 and ch. 40 and 1995 Wisconsin Act .... (this act), section 9159 (4), and the duty to engage in collective bargaining with employes in a collective bargaining unit for which a representative is recognized or certified under subch. V of ch. 111, employ any agent, employe or special advisor that the authority finds necessary and fix his or her compensation and provide any employe benefits, including an employe pension plan.

(8) Appoint any technical or professional advisory committee that the authority finds necessary and define the duties, and provide reimbursement for the expenses, of the committee.

(9) (a) With any other person, establish, govern and participate in the operation and financing of any corporation or partnership that provides health-related services, if the articles of incorporation of any such corporation conform with par. (b) and if the corporation or partnership provides the secretary of administration, the legislative fiscal bureau and the legislative audit bureau access to examine any books, records or other documents maintained by the corporation or partnership and relating to its expenditures, revenues, operations or structure. The authority may provide administrative and financial services to any such corporation or partnership.

(b) The articles of incorporation of any corporation under par. (a) shall provide that the secretary of administration, the legislative fiscal bureau and the legislative audit bureau have the access required under par. (a).

(10) Enter into procurement contracts with the board of regents or joint contracts with the board of regents for procurements from 3rd parties and may enter into other contracts, rental agreements and cooperative agreements and other necessary arrangements with the board of regents which may be necessary and convenient for the missions, purposes, objects and uses of the authority authorized by law.

(11) Issue bonds in accordance with ss. 233.20 to 233.27.

(12) Seek financing from, and incur indebtedness to, the Wisconsin Health and Educational Facilities Authority.

(13) Construct or improve facilities that are on state-owned land, if approval requirements under s. 16.85 (14) are met and if the state agency having authority to approve construction or improvement projects on the land approves the project.

(15) Acquire, design, construct or improve any facility that is not located on state-owned land.

(16) Buy, sell and lease real estate.

233.04 Duties of authority. The authority shall do all of the following:

(1) By October 1, 1997, and annually thereafter, submit to the chief clerk of each house of the legislature under s. 13.172 (2), the president of the board of regents, the secretary of administration and the governor a report on the patient care, education, research and community service activities and accomplishments of the authority and an audited financial statement, certified by an independent auditor, of the authority's operations. The financial statement shall include a separate accounting of the use of the payment under sub. (7) (f).

(2) Subject to subs. (4) to (4r) and s. 233.10, develop and implement a personnel structure and other employment policies for employes of the authority.

(3) Contract for any legal services required for the authority.

(3b) (b) Paragraph (a) does not apply unless a lease agreement under sub. (7) or (7g), an affiliation agreement under sub. (7m) or (7p), and a contractual services agreement under sub. (4) or (4m) are in effect that comply with all applicable requirements of those provisions. In the event any of these agreements are not in effect, the on-campus facilities and all assets and liabilities, tangible personal property, contracts, rules, policies and procedures and pending matters of the authority shall transfer to or otherwise become the obligation of the board of regents.

(4) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate and enter into a contractual services agreement with the University of Wisconsin Hospitals and Clinics Board for the provision of services by employes of the University of Wisconsin Hospitals and Clinics Board beginning on June 29, 1996, for an initial period of not more than 2 years. The agreement shall include all of the following:

(a) A provision that requires the authority to make adequate payments to the University of Wisconsin Hospitals and Clinics Board for any services provided under the agreement in advance of their need by the University of Wisconsin Hospitals and Clinics Board to pay its employes for such services.

(b) A provision on a mechanism for the resolution of disputes.

(4m) (a) Submit any modification, extension or renewal of the contractual services agreement under sub. (4) to the joint committee on finance. No extension or renewal of the contractual services agreement may be for a period of more than 2 years. If the cochairpersons of the committee do not notify the authority and the University of Wisconsin Hospitals and Clinics Board that the committee has scheduled a meeting for the purpose of reviewing the modification, extension or renewal of the agreement within 14 working days after the date of the submittal under this paragraph, the modification, extension or renewal of the agreement may be made as proposed by the authority and the University of Wisconsin Hospitals and Clinics Board . If, within 14 working days after the date of the submittal under this paragraph, the cochairpersons of the committee notify the authority and the University of Wisconsin Hospitals and Clinics Board that the committee has scheduled a meeting for the purpose of reviewing the proposed modification, extension or renewal of the agreement, the modification, extension or renewal of the agreement may be made only upon approval of the committee.

(b) If the committee schedules a meeting under par. (a) with respect to an extension or renewal of the agreement and does not approve the agreement, the on-campus facilities and all assets and liabilities, tangible personal property, contracts, rules, policies and procedures and pending matters of the authority shall transfer to or otherwise become the obligation of the board of regents.

(4r) (a) Not contract for those services that are provided to the authority by the University of Wisconsin Hospitals and Clinics Board by state employes in the collective bargaining units specified in s. 111.825 (1m) with any person other than the University of Wisconsin Hospitals and Clinics Board.

(b) The authority shall not employ or retain any person to perform the services specified in par. (a) other than a person employed by the University of Wisconsin Hospitals and Clinics Board.

(5) Establish the authority's annual budget and monitor the fiscal management of the authority.

(6) Procure liability insurance covering its officers, employes and agents and procure insurance against any loss in connection with its property and other assets.

(7) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate and enter into a lease agreement with the board of regents to lease the on-campus facilities beginning on June 29, 1996, for an initial period of not more than 5 years. The lease agreement shall include all of the following:

(a) A provision that requires the authority to pay the state an amount determined under this paragraph for the lease of the on-campus facilities that are leased under the agreement. The amount of the rental payment for the on-campus facilities may not be less than the greater of the following:

1. An amount equal to the debt service accruing during the term of the lease agreement on all outstanding bonds issued by the state for the purpose of financing the acquisition, construction or improvement of on-campus facilities that are leased under the agreement, regardless of whether these bonds are issued before or after the lease agreement is entered into. The definition of “bond" under s. 233.01 (4) does not apply to this subdivision.

2. A nominal amount determined by the parties to be necessary to prevent the lease agreement from being unenforceable because of a lack of consideration.

(b) A provision that requires the authority to conduct its operations in such a way so that it will not adversely affect the exclusion of interest on bonds issued by the state from gross income under 26 USC 103 for federal income tax purposes.

1. Any improvements or modifications made by the authority to on-campus facilities that are leased to the authority under the lease agreement.

2. Any facility that the authority constructs on state-owned land.

(d) A provision that specifies an amount and that exempts any construction or improvement project on state-owned land that costs less than the amount from review and approval under s. 16.85 (14).

(e) Any provision necessary to ensure that the general management and operation of the on-campus facilities are consistent with the mission and responsibilities of the University of Wisconsin System specified in ss. 36.01 and 36.09.

(f) A provision that requires the board of regents to make a payment to the authority on June 28, 1996, equal to the unencumbered balance in the appropriation account under s. 20.285 (1) (kb), 1993 stats., on such date and requires the authority to accept liability for all encumbrances against the appropriation on that date.

(g) A provision that protects the board of regents from all liability associated with the management, operation, use or maintenance of the on-campus facilities. No such provision shall make the authority liable for the acts or omissions of any officer, employe or agent of the board of regents, including any student who is enrolled at an institution or center within the University of Wisconsin System, unless the officer, employe or agent acts at the direction of the authority.

(h) A provision on a mechanism for the resolution of disputes.

(7g) (a) Submit any modification, extension or renewal of the lease agreement under sub. (7) to the joint committee on finance. No extension or renewal of the lease agreement may be for a period of more than 5 years. If the cochairpersons of the committee do not notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the modification, extension or renewal of the agreement within 14 working days after the date of the submittal under this paragraph, the modification, extension or renewal of the agreement may be made as proposed by the authority and the board of regents . If, within 14 working days after the date of the submittal under this paragraph, the cochairpersons of the committee notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the proposed modification, extension or renewal of the agreement, the modification, extension or renewal of the agreement may be made only upon approval of the committee.

(7m) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate and enter into an affiliation agreement with the board of regents. The affiliation agreement shall take effect on June 29, 1996. The initial period of the affiliation agreement shall run concurrently with the initial period of the lease agreement under sub. (7), and the affiliation agreement shall include all of the following:

(a) A provision that ensures the authority retains cash reserves at a level not lower than the level recommended by the independent auditor specified under sub. (1).

(b) Provisions that ensure support of the educational, research and clinical activities of the University of Wisconsin-Madison by the authority.

(c) A provision that requires the development of standards relating to the selection and financing by the authority of any corporation or partnership that provides health-related services. The standards shall be consistent with the missions of the authority and the board of regents.

(d) A provision that requires the board of regents to make reasonable charges for any services provided by the board of regents to the authority.

(e) A provision establishing a mechanism for the resolution of disputes.

(7p) (a) Submit any modification, extension or renewal of the affiliation agreement under sub. (7m) to the joint committee on finance. No extension or renewal of the affiliation agreement may be for a period of more than 5 years. If the cochairpersons of the committee do not notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the modification, extension or renewal of the agreement within 14 working days after the date of the submittal under this paragraph, the modification, extension or renewal of the agreement may be made as proposed by the authority and the board of regents . If, within 14 working days after the date of the submittal under this paragraph, the cochairpersons of the committee notify the authority and the board of regents that the committee has scheduled a meeting for the purpose of reviewing the proposed modification, extension or renewal of the agreement, the modification, extension or renewal of the agreement may be made only upon approval of the committee.

(7s) Prior to negotiation of extension or renewal of the initial lease agreement under sub. (7) or the initial affiliation agreement under sub. (7m), notify the legislative audit bureau and cooperate with the bureau in its performance of the audit required under s. 13.94 (1) (o).

(8) Use the building commission as a financial consultant to assist and coordinate the issuance of bonds under this chapter.

(9) Provide, on a monthly basis, the secretary of administration with such financial and statistical information as is required by the secretary of administration.

(10) Operate a poison control center under s. 146.57. If Children's Hospital of Wisconsin in the city of Milwaukee ceases to operate a poison control center under s. 146.57, the authority shall administer a statewide poison control program.

233.10 Appointment of employes; employe compensation and benefits. (1) Subject to s. 233.04 (4) to (4r) and 1995 Wisconsin Act .... (this act), section 9159 (2) and (4), the authority shall employ such employes as it may require and shall determine the qualifications and duties of its employes. Appointments to and promotions in the authority shall be made according to merit and fitness.

(2) Subject to subs. (3), (3m), (3r) and (3t) and ch. 40 and the duty to engage in collective bargaining with employes in a collective bargaining unit for which a representative is recognized or certified under subch. V of ch. 111, the authority shall determine all of the following:

(a) The compensation of the employes of the authority.

(b) The kinds of leave to which an employe of the authority is entitled, including paid annual leave of absence, paid sick leave and unpaid leave of absence, except that unused sick leave accumulated prior to July 1, 1997, shall be carried over and made available for the employe's use for appropriate sick leave purposes or for conversion as provided under s. 40.05 (4) (b), (bd), (be), (bm) or (bp).

(3) (a) In this subsection and subs. (3m), (4) and (6), “carry-over employe" means an employe of the authority who satisfies all of the following:

1. The employe is offered employment by the authority on or before June 29, 1996.

2. Immediately prior to beginning employment with the authority, the employe was employed by the state other than in an academic staff appointment.

3. The position in which the employe was employed under subd. 2. was at the University of Wisconsin Hospital and Clinics.

(b) If an employe of the authority is a member of a collective bargaining unit under subch. V of ch. 111 for which a representative has been recognized or certified, the authority shall, from June 29, 1996, to June 30, 1997, adhere to the terms of the carry-over employe's employment that are specified in the collective bargaining agreement covering the carry-over employe.

(c) If an employe of the authority is a carry-over employe and is an employe to whom par. (b) does not apply, the authority shall, when setting the terms of the carry-over employe's employment during the period beginning on June 29, 1996, and ending on June 30, 1997, do all of the following:

1. Pay to the carry-over employe the same compensation that the employe would have received if he or she were employed by the state in the position at the University of Wisconsin Hospitals and Clinics on June 29, 1996.

2. Grant to the carry-over employe, except when he or she is on an unpaid leave of absence, a paid holiday on each of the days specified in s. 230.35 (4) (a) as of the last day of the employe's employment as a state employe and holiday compensatory time off as specified in s. 230.35 (4) (b) as of the last day of the employe's employment as a state employe if the employe was entitled to those benefits on that day.

3. Grant to the carry-over employe the same paid annual leave of absence, paid sick leave and unpaid leave of absence that the employe received as of the last day of his or her employment as a state employe.

4. Grant to the carry-over employe military leave, treatment of military leave, jury service leave and voting leave in accordance with s. 230.35 (3) and (4) (e) and, to the extent applicable, rules of the department of employment relations governing such leaves for employes in the classified service as of the last day of the employe's employment as a state employe if the employe was entitled to those benefits on that day.

5. Grant to the carry-over employe the same opportunity for employe training provided under s. 230.046 as of the last day of his or her employment as a state employe if the employe was entitled to those benefits on that day.

(d) If an employe of the authority is not a carry-over employe and is an employe to whom par. (b) does not apply, the authority shall, from June 29, 1996, to June 30, 1997, provide that employe the same rights, benefits and compensation provided to a carry-over employe under par. (c) who holds a position at the authority with similar duties.

(3m) Unless expressly prohibited under ch. 40 or under federal law, and, for a carry-over employe who is a member of a collective bargaining unit under subch. V of ch. 111 for which a representative has been recognized or certified, subject to a collective bargaining agreement under subch. V of ch. 111, the authority shall, from June 29, 1996, to June 30, 1997, not change to the detriment of a carry-over employe any employe benefit plan provided to the carry-over employe as of the last day of the employe's employment as a state employe.

(3r) (a) In this subsection and sub. (3t), “carry-over employe" means an employe of the authority who satisfies all of the following:

1. The employe is offered employment by the authority on or before June 29, 1996.

2. Immediately prior to beginning employment with the authority, the employe was employed in an academic staff appointment.

3. The position in which the employe was employed under subd. 2. was at the University of Wisconsin Hospital and Clinics.

(b) If an employe of the authority is a carry-over employe, the authority shall, when setting the terms of the carry-over employe's employment for the period beginning on June 29, 1996, and ending on June 30, 1997, do all of the following: