AB150-engrossed,2059,1713
231.35
(6) (b) The authority may use money from the rural hospital loan fund
14to guarantee loans
that it makes made for the purposes described in sub. (3) (b), if
15the authority sets out the terms and conditions of the guarantee in a guarantee
16agreement that complies with the rules promulgated by the department of
17development under sub. (7) (b).
AB150-engrossed,2059,2119
Chapter 233
20
University of Wisconsin
21
hospitals and Clinics authority
AB150-engrossed,2059,22
22233.01 Definitions. In this chapter:
AB150-engrossed,2059,24
23(1) "Authority" means the University of Wisconsin Hospitals and Clinics
24Authority.
AB150-engrossed,2059,25
25(2) "Board of directors" means the governing board of the authority.
AB150-engrossed,2060,2
1(3) "Board of regents" means the board of regents of the University of Wisconsin
2System.
AB150-engrossed,2060,5
3(4) "Bond" means a bond, note or other obligation of the authority issued under
4this chapter, including any refunding bond, other than the lease agreement or
5indebtedness described under s. 233.03 (12).
AB150-engrossed,2060,9
6(5) "Bond resolution" means a resolution of the board of directors authorizing
7the issuance of, or providing terms and conditions related to, bonds and includes,
8where appropriate, any trust agreement, trust indenture, indenture of mortgage or
9deed of trust providing terms and conditions for bonds.
AB150-engrossed,2060,13
10(6) "Lease agreement" means the lease agreement that is required to be
11entered into between the board of directors and the board of regents under s. 233.04
12(7) or a lease agreement that is entered into between the board of directors and the
13board of regents under s. 233.04 (7g).
AB150-engrossed,2060,17
14(7) "On-campus facilities" means facilities that are located on land owned by
15the state, that are under the control of the board of regents and that are primarily
16related to the operation of the University of Wisconsin Hospitals and Clinics and its
17related services.
AB150-engrossed,2060,21
18233.02 University of Wisconsin Hospitals and Clinics Authority:
19creation; organization of board of directors. (1) There is created a public body
20corporate and politic to be known as the "University of Wisconsin Hospitals and
21Clinics Authority". The board of directors shall consist of the following members:
AB150-engrossed,2060,2322
(a) Three members nominated by the governor, and with the advice and consent
23of the senate appointed, for 3-year terms.
AB150-engrossed,2060,2524
(b) Three members of the board of regents appointed by the president of the
25board of regents.
AB150-engrossed,2061,2
1(c) The chancellor of the University of Wisconsin-Madison or his or her
2designee.
AB150-engrossed,2061,33
(d) The dean of the University of Wisconsin-Madison Medical School.
AB150-engrossed,2061,54
(e) A chairperson of a department at the University of Wisconsin-Madison
5Medical School, appointed by the chancellor of the University of Wisconsin-Madison.
AB150-engrossed,2061,86
(f) A faculty member of a University of Wisconsin-Madison health professions
7school, other than the University of Wisconsin-Madison Medical School, appointed
8by the chancellor of the University of Wisconsin-Madison.
AB150-engrossed,2061,99
(g) The secretary of administration or his or her designee.
AB150-engrossed,2061,1510
(h) Two nonvoting members appointed by the governor, one of whom shall be
11an employe or a representative of a labor organization recognized or certified to
12represent employes in one of the collective bargaining units specified in s. 111.05 (5)
13(a) and one of whom shall be an employe or a representative of a labor organization
14recognized or certified to represent employes in one of the collective bargaining units
15specified in s. 111.825 (1m).
AB150-engrossed,2061,18
16(2) A vacancy on the board of directors shall be filled in the same manner as
17the original appointment to the board of directors for the remainder of the unexpired
18term, if any.
AB150-engrossed,2061,21
19(3) A member of the board of directors may not be compensated for his or her
20services but shall be reimbursed for actual and necessary expenses, including travel
21expenses, incurred in the performance of his or her duties.
AB150-engrossed,2061,25
22(4) No cause of action of any nature may arise against and no civil liability may
23be imposed upon a member of the board of directors for any act or omission in the
24performance of his or her powers and duties under this chapter, unless the person
25asserting liability proves that the act or omission constitutes wilful misconduct.
AB150-engrossed,2062,8
1(8) The members of the board of directors shall annually elect a chairperson
2and may elect other officers as they consider appropriate. Six voting members of the
3board of directors constitute a quorum for the purpose of conducting the business and
4exercising the powers of the authority, notwithstanding the existence of any vacancy.
5The members of the board of directors specified under sub. (1) (c) and (g) may not be
6the chairperson of the board of directors for purposes of 1995 Wisconsin Act .... (this
7act), section 9159 (2). The board of directors may take action upon a vote of a majority
8of the members present, unless the bylaws of the authority require a larger number.
AB150-engrossed,2062,19
9(9) The board of directors shall appoint a chief executive officer who shall not
10be a member of the board of directors and who shall serve at the pleasure of the board
11of directors. The chief executive officer shall receive such compensation as the board
12of directors fixes. The chief executive officer or other person designated by resolution
13of the board of directors shall keep a record of the proceedings of the authority and
14shall be custodian of all books, documents and papers filed with the authority, the
15minute book or journal of the authority and its official seal. The chief executive
16officer or other person may cause copies to be made of all minutes and other records
17and documents of the authority and may give certificates under the official seal of
18the authority to the effect that such copies are true copies, and all persons dealing
19with the authority may rely upon such certificates.
AB150-engrossed,2062,22
20233.03 Powers of authority. The authority shall have all the powers
21necessary or convenient to carry out the purposes and provisions of this chapter. In
22addition to all other powers granted by this chapter, the authority may:
AB150-engrossed,2062,24
23(1) Adopt bylaws and policies and procedures for the regulation of its affairs
24and the conduct of its business.
AB150-engrossed,2063,6
1(2) Sue and be sued; have a seal and alter the seal at pleasure; have perpetual
2existence; maintain an office; negotiate and enter into leases; accept gifts or grants,
3but not including research grants in which the grant investigator is an employe of
4the board of regents; accept bequests or loans; accept and comply with any lawful
5conditions attached to federal financial assistance; and make and execute other
6instruments necessary or convenient to the exercise of the powers of the authority.
AB150-engrossed,2063,7
7(5) Procure insurance on its debt obligations.
AB150-engrossed,2063,13
8(7) Subject to ss. 233.04 (4) to (4r) and 233.10 and ch. 40 and 1995 Wisconsin
9Act .... (this act), section 9159 (4), and the duty to engage in collective bargaining with
10employes in a collective bargaining unit for which a representative is recognized or
11certified under subch. V of ch. 111, employ any agent, employe or special advisor that
12the authority finds necessary and fix his or her compensation and provide any
13employe benefits, including an employe pension plan.
AB150-engrossed,2063,16
14(8) Appoint any technical or professional advisory committee that the
15authority finds necessary and define the duties, and provide reimbursement for the
16expenses, of the committee.
AB150-engrossed,2063,25
17(9) (a) With any other person, establish, govern and participate in the operation
18and financing of any corporation or partnership that provides health-related
19services, if the articles of incorporation of any such corporation conform with par. (b)
20and if the corporation or partnership provides the secretary of administration, the
21legislative fiscal bureau and the legislative audit bureau access to examine any
22books, records or other documents maintained by the corporation or partnership and
23relating to its expenditures, revenues, operations or structure. The authority may
24provide administrative and financial services to any such corporation or
25partnership.
AB150-engrossed,2064,3
1(b) The articles of incorporation of any corporation under par. (a) shall provide
2that the secretary of administration, the legislative fiscal bureau and the legislative
3audit bureau have the access required under par. (a).
AB150-engrossed,2064,9
4(10) Enter into procurement contracts with the board of regents or joint
5contracts with the board of regents for procurements from 3rd parties and may enter
6into other contracts, rental agreements and cooperative agreements and other
7necessary arrangements with the board of regents which may be necessary and
8convenient for the missions, purposes, objects and uses of the authority authorized
9by law.
AB150-engrossed,2064,10
10(11) Issue bonds in accordance with ss. 233.20 to 233.27.
AB150-engrossed,2064,12
11(12) Seek financing from, and incur indebtedness to, the Wisconsin Health and
12Educational Facilities Authority.
AB150-engrossed,2064,15
13(13) Construct or improve facilities that are on state-owned land, if approval
14requirements under s. 16.85 (14) are met and if the state agency having authority
15to approve construction or improvement projects on the land approves the project.
AB150-engrossed,2064,17
16(15) Acquire, design, construct or improve any facility that is not located on
17state-owned land.
AB150-engrossed,2064,18
18(16) Buy, sell and lease real estate.
AB150-engrossed,2064,19
19233.04 Duties of authority. The authority shall do all of the following:
AB150-engrossed,2065,2
20(1) By October 1, 1997, and annually thereafter, submit to the chief clerk of
21each house of the legislature under s. 13.172 (2), the president of the board of regents,
22the secretary of administration and the governor a report on the patient care,
23education, research and community service activities and accomplishments of the
24authority and an audited financial statement, certified by an independent auditor,
1of the authority's operations. The financial statement shall include a separate
2accounting of the use of the payment under sub. (7) (f).
AB150-engrossed,2065,4
3(2) Subject to subs. (4) to (4r) and s. 233.10, develop and implement a personnel
4structure and other employment policies for employes of the authority.
AB150-engrossed,2065,5
5(3) Contract for any legal services required for the authority.
AB150-engrossed,2065,12
6(3b) (b) Paragraph (a) does not apply unless a lease agreement under sub. (7)
7or (7g), an affiliation agreement under sub. (7m) or (7p), and a contractual services
8agreement under sub. (4) or (4m) are in effect that comply with all applicable
9requirements of those provisions. In the event any of these agreements are not in
10effect, the on-campus facilities and all assets and liabilities, tangible personal
11property, contracts, rules, policies and procedures and pending matters of the
12authority shall transfer to or otherwise become the obligation of the board of regents.
AB150-engrossed,2065,18
13(4) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate
14and enter into a contractual services agreement with the University of Wisconsin
15Hospitals and Clinics Board for the provision of services by employes of the
16University of Wisconsin Hospitals and Clinics Board beginning on June 29, 1996, for
17an initial period of not more than 2 years. The agreement shall include all of the
18following:
AB150-engrossed,2065,2219
(a) A provision that requires the authority to make adequate payments to the
20University of Wisconsin Hospitals and Clinics Board for any services provided under
21the agreement in advance of their need by the University of Wisconsin Hospitals and
22Clinics Board to pay its employes for such services.
AB150-engrossed,2065,2323
(b) A provision on a mechanism for the resolution of disputes.
AB150-engrossed,2066,13
24(4m) (a) Submit any modification, extension or renewal of the contractual
25services agreement under sub. (4) to the joint committee on finance. No extension
1or renewal of the contractual services agreement may be for a period of more than
22 years. If the cochairpersons of the committee do not notify the authority and the
3University of Wisconsin Hospitals and Clinics Board that the committee has
4scheduled a meeting for the purpose of reviewing the modification, extension or
5renewal of the agreement within 14 working days after the date of the submittal
6under this paragraph, the modification, extension or renewal of the agreement may
7be made as proposed by the authority and the University of Wisconsin Hospitals and
8Clinics Board. If, within 14 working days after the date of the submittal under this
9paragraph, the cochairpersons of the committee notify the authority and the
10University of Wisconsin Hospitals and Clinics Board that the committee has
11scheduled a meeting for the purpose of reviewing the proposed modification,
12extension or renewal of the agreement, the modification, extension or renewal of the
13agreement may be made only upon approval of the committee.
AB150-engrossed,2066,1814
(b) If the committee schedules a meeting under par. (a) with respect to an
15extension or renewal of the agreement and does not approve the agreement, the
16on-campus facilities and all assets and liabilities, tangible personal property,
17contracts, rules, policies and procedures and pending matters of the authority shall
18transfer to or otherwise become the obligation of the board of regents.
AB150-engrossed,2066,22
19(4r) (a) Not contract for those services that are provided to the authority by the
20University of Wisconsin Hospitals and Clinics Board by state employes in the
21collective bargaining units specified in s. 111.825 (1m) with any person other than
22the University of Wisconsin Hospitals and Clinics Board.
AB150-engrossed,2066,2523
(b) The authority shall not employ or retain any person to perform the services
24specified in par. (a) other than a person employed by the University of Wisconsin
25Hospitals and Clinics Board.
AB150-engrossed,2067,2
1(5) Establish the authority's annual budget and monitor the fiscal
2management of the authority.
AB150-engrossed,2067,4
3(6) Procure liability insurance covering its officers, employes and agents and
4procure insurance against any loss in connection with its property and other assets.
AB150-engrossed,2067,8
5(7) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate
6and enter into a lease agreement with the board of regents to lease the on-campus
7facilities beginning on June 29, 1996, for an initial period of not more than 5 years.
8The lease agreement shall include all of the following:
AB150-engrossed,2067,129
(a) A provision that requires the authority to pay the state an amount
10determined under this paragraph for the lease of the on-campus facilities that are
11leased under the agreement. The amount of the rental payment for the on-campus
12facilities may not be less than the greater of the following:
AB150-engrossed,2067,1813
1. An amount equal to the debt service accruing during the term of the lease
14agreement on all outstanding bonds issued by the state for the purpose of financing
15the acquisition, construction or improvement of on-campus facilities that are leased
16under the agreement, regardless of whether these bonds are issued before or after
17the lease agreement is entered into. The definition of "bond" under s. 233.01 (4) does
18not apply to this subdivision.
AB150-engrossed,2067,2019
2. A nominal amount determined by the parties to be necessary to prevent the
20lease agreement from being unenforceable because of a lack of consideration.
AB150-engrossed,2067,2321
(b) A provision that requires the authority to conduct its operations in such a
22way so that it will not adversely affect the exclusion of interest on bonds issued by
23the state from gross income under
26 USC 103 for federal income tax purposes.
AB150-engrossed,2067,2424
(c) A provision that gives the state ownership of all of the following:
AB150-engrossed,2068,2
11. Any improvements or modifications made by the authority to on-campus
2facilities that are leased to the authority under the lease agreement.
AB150-engrossed,2068,33
2. Any facility that the authority constructs on state-owned land.
AB150-engrossed,2068,64
(d) A provision that specifies an amount and that exempts any construction or
5improvement project on state-owned land that costs less than the amount from
6review and approval under s. 16.85 (14).
AB150-engrossed,2068,107
(e) Any provision necessary to ensure that the general management and
8operation of the on-campus facilities are consistent with the mission and
9responsibilities of the University of Wisconsin System specified in ss. 36.01 and
1036.09.
AB150-engrossed,2068,1411
(f) A provision that requires the board of regents to make a payment to the
12authority on June 28, 1996, equal to the unencumbered balance in the appropriation
13account under s. 20.285 (1) (kb), 1993 stats., on such date and requires the authority
14to accept liability for all encumbrances against the appropriation on that date.
AB150-engrossed,2068,2015
(g) A provision that protects the board of regents from all liability associated
16with the management, operation, use or maintenance of the on-campus facilities.
17No such provision shall make the authority liable for the acts or omissions of any
18officer, employe or agent of the board of regents, including any student who is
19enrolled at an institution or center within the University of Wisconsin System,
20unless the officer, employe or agent acts at the direction of the authority.
AB150-engrossed,2068,2121
(h) A provision on a mechanism for the resolution of disputes.
AB150-engrossed,2069,9
22(7g) (a) Submit any modification, extension or renewal of the lease agreement
23under sub. (7) to the joint committee on finance. No extension or renewal of the lease
24agreement may be for a period of more than 5 years. If the cochairpersons of the
25committee do not notify the authority and the board of regents that the committee
1has scheduled a meeting for the purpose of reviewing the modification, extension or
2renewal of the agreement within 14 working days after the date of the submittal
3under this paragraph, the modification, extension or renewal of the agreement may
4be made as proposed by the authority and the board of regents. If, within 14 working
5days after the date of the submittal under this paragraph, the cochairpersons of the
6committee notify the authority and the board of regents that the committee has
7scheduled a meeting for the purpose of reviewing the proposed modification,
8extension or renewal of the agreement, the modification, extension or renewal of the
9agreement may be made only upon approval of the committee.
AB150-engrossed,2069,1410
(b) If the committee schedules a meeting under par. (a) with respect to an
11extension or renewal of the agreement and does not approve the agreement, the
12on-campus facilities and all assets and liabilities, tangible personal property,
13contracts, rules, policies and procedures and pending matters of the authority shall
14transfer to or otherwise become the obligation of the board of regents.
AB150-engrossed,2069,19
15(7m) Subject to 1995 Wisconsin Act .... (this act), section 9159 (2) (k), negotiate
16and enter into an affiliation agreement with the board of regents. The affiliation
17agreement shall take effect on June 29, 1996. The initial period of the affiliation
18agreement shall run concurrently with the initial period of the lease agreement
19under sub. (7), and the affiliation agreement shall include all of the following:
AB150-engrossed,2069,2220
(a) A provision that ensures the authority retains cash reserves at a level not
21lower than the level recommended by the independent auditor specified under sub.
22(1).
AB150-engrossed,2069,2423
(b) Provisions that ensure support of the educational, research and clinical
24activities of the University of Wisconsin-Madison by the authority.
AB150-engrossed,2070,4
1(c) A provision that requires the development of standards relating to the
2selection and financing by the authority of any corporation or partnership that
3provides health-related services. The standards shall be consistent with the
4missions of the authority and the board of regents.
AB150-engrossed,2070,65
(d) A provision that requires the board of regents to make reasonable charges
6for any services provided by the board of regents to the authority.
AB150-engrossed,2070,77
(e) A provision establishing a mechanism for the resolution of disputes.
AB150-engrossed,2070,20
8(7p) (a) Submit any modification, extension or renewal of the affiliation
9agreement under sub. (7m) to the joint committee on finance. No extension or
10renewal of the affiliation agreement may be for a period of more than 5 years. If the
11cochairpersons of the committee do not notify the authority and the board of regents
12that the committee has scheduled a meeting for the purpose of reviewing the
13modification, extension or renewal of the agreement within 14 working days after the
14date of the submittal under this paragraph, the modification, extension or renewal
15of the agreement may be made as proposed by the authority and the board of regents.
16If, within 14 working days after the date of the submittal under this paragraph, the
17cochairpersons of the committee notify the authority and the board of regents that
18the committee has scheduled a meeting for the purpose of reviewing the proposed
19modification, extension or renewal of the agreement, the modification, extension or
20renewal of the agreement may be made only upon approval of the committee.
AB150-engrossed,2070,2521
(b) If the committee schedules a meeting under par. (a) with respect to an
22extension or renewal of the agreement and does not approve the agreement, the
23on-campus facilities and all assets and liabilities, tangible personal property,
24contracts, rules, policies and procedures and pending matters of the authority shall
25transfer to or otherwise become the obligation of the board of regents.
AB150-engrossed,2071,4
1(7s) Prior to negotiation of extension or renewal of the initial lease agreement
2under sub. (7) or the initial affiliation agreement under sub. (7m), notify the
3legislative audit bureau and cooperate with the bureau in its performance of the
4audit required under s. 13.94 (1) (o).
AB150-engrossed,2071,6
5(8) Use the building commission as a financial consultant to assist and
6coordinate the issuance of bonds under this chapter.
AB150-engrossed,2071,9
7(9) Provide, on a monthly basis, the secretary of administration with such
8financial and statistical information as is required by the secretary of
9administration.
AB150-engrossed,2071,12
10(10) Operate a poison control center under s. 146.57. If Children's Hospital of
11Wisconsin in the city of Milwaukee ceases to operate a poison control center under
12s. 146.57, the authority shall administer a statewide poison control program.
AB150-engrossed,2071,17
13233.10 Appointment of employes; employe compensation and benefits. 14(1) Subject to s. 233.04 (4) to (4r) and 1995 Wisconsin Act .... (this act), section 9159
15(2) and (4), the authority shall employ such employes as it may require and shall
16determine the qualifications and duties of its employes. Appointments to and
17promotions in the authority shall be made according to merit and fitness.
AB150-engrossed,2071,21
18(2) Subject to subs. (3), (3m), (3r) and (3t) and ch. 40 and the duty to engage
19in collective bargaining with employes in a collective bargaining unit for which a
20representative is recognized or certified under subch. V of ch. 111, the authority shall
21determine all of the following:
AB150-engrossed,2071,2222
(a) The compensation of the employes of the authority.
AB150-engrossed,2072,223
(b) The kinds of leave to which an employe of the authority is entitled, including
24paid annual leave of absence, paid sick leave and unpaid leave of absence, except that
25unused sick leave accumulated prior to July 1, 1997, shall be carried over and made
1available for the employe's use for appropriate sick leave purposes or for conversion
2as provided under s. 40.05 (4) (b), (bd), (be), (bm) or (bp).
AB150-engrossed,2072,43
(c) Any other employment benefits to which an employe of the authority is
4entitled.
AB150-engrossed,2072,6
5(3) (a) In this subsection and subs. (3m), (4) and (6), "carry-over employe"
6means an employe of the authority who satisfies all of the following:
AB150-engrossed,2072,87
1. The employe is offered employment by the authority on or before June 29,
81996.
AB150-engrossed,2072,109
2. Immediately prior to beginning employment with the authority, the employe
10was employed by the state other than in an academic staff appointment.
AB150-engrossed,2072,1211
3. The position in which the employe was employed under subd. 2. was at the
12University of Wisconsin Hospital and Clinics.