Policies and BY-LAWS
Authority and Limits of the Board
Section 1. General
1.1 All powers, privileges and duties vested in or imposed upon the District by law shall be exercised and performed by the Board of Directors except as such Board shall delegate executive, administrative and ministerial powers to officers and employees of the District. The executive officers shall consist of the President, Vice-President, and the Secretary. The President, Vice-President, and the Secretary shall serve for a one-year term as provided below.
1.2 Number and Qualification. The Board shall consist of five (5) members, each of whom shall be a registered voter residing in the District. [H&S Code § 32100 and 32100.01].
1.3 All members of the Board shall comply with the federal and state conflict of interest laws, including but not limited to the following, to the extent they are applicable: (a) The California Political Reform Act of 1974, California Government Code Section 87100 et seq.; (b) The prohibition of contractual conflicts of interest set forth in California Government Code Section 1090 et seq.; (c) The prohibition of incompatible employment, activity or enterprise for compensation set forth in California Government Code Section 1126 et seq.; and (d) The common law rules against conflicts of interest.
Section 13. Additional Powers of the Board of Directors
13.1 The Board of Directors, whenever it considers it to be to the advantage of the District, shall cause the following acts to take place (either directly or by delegation) for and on behalf of the District:
13.2 To purchase, receive, have, take, hold, lease, use and enjoy property of every kind and description within and without the limits of the District, for the benefit of the District and the people served by the District, and to control, dispose of, convey and encumber the same and create a leasehold interest in the same for the benefit of the District. [H&S Code § 32121(c)].
13.3 To exercise the right of eminent domain for the purpose of acquiring real or personal property of every kind necessary to the exercise of any of the powers of the District [H&S Code § 32121(d)].
13.4 To employ legal counsel to advise the Board in all matters pertaining to the business of the District, to perform the functions in respect to the legal affairs of the District as the Board may direct for legal advice and assistance in all matters concerning the District. [H&S Code § 32121 (f)].
13.5 To establish one or more trusts for the benefit of the District, to administer any trust declared or created for the benefit of the District to designate one or more Directors for trust created by the District, to receive by gift, devise or bequest and hold in trust or otherwise, property of all kinds (including corporate securities) situated in this state or elsewhere, and where not otherwise provided, dispose of the same for the benefit of the District. [H&S Code § 32121(e)].
13.6 To employ such officers, employees and consultants as the Board deems necessary to carry on properly the business of the District. [H&S Code § 32121(g)].
13.7 To prescribe the duties and powers of the officers and employees of the District; to establish such offices as may be appropriate and to appoint Board members or employees to those offices; to determine the number of and appoint all such officers and employees, and to fix their compensation, which officers and employees shall hold their offices or positions at the leisure of the Board. By resolution, the Board may delegate to Administrator the power to employ (Subject to the Pleasure of the Board) and discharge, such subordinate officers and employees as are necessary for the purpose of carrying on the normal functions of the District. [H&S Code § 32121(h)].
13.8 To enter into a contract of employment with a Director of Operations (Appointed as Legal Administrator) and a Director of Finance the duration of each which shall not exceed four years, but which may periodically be renewed upon expiration. A single contract renewal shall not exceed four years but the total length of employment of each Director may exceed four years due to renewals. [H&S Code § 32121.5]
13.9 To do any and all things which an individual might do which are necessary for and to the advantage of the District's residents, or which are necessary to carry out the District's specified powers and purposes. [H&S Code § 32121 (i) and (k)].
13.10 To establish, maintain and operate, or provide assistance in the operation of, one or more health facilities or health services, including, but not limited to: outpatient programs, services and facilities; retirement programs, services and facilities; chemical dependency programs, services and facilities; or other healthcare programs, services and facilities and activities at any location within or without the District, for the benefit of the District and the people served by the District. [H&S Code § 32121(j)].
13.11 To acquire, maintain and operate ambulances or ambulance services within and outside of the District. [H&S Code § 32121(l)].
13.12 To establish, maintain and operate, or provide assistance in the operation of, clinics, diagnostic and testing centers, health education programs, wellness and prevention programs, rehabilitation, aftercare, and such other healthcare services providers, groups and organizations as are necessary for the maintenance of good physical and mental health in the communities served by the District. [H&S Code § 32121(m)].
13.13 To establish, maintain and carry on its activities through one or more corporations, joint ventures, or partnerships for the benefit of the District. [H&S Code § 32121(o)].
13.14 To transfer, either at fair market value or without adequate consideration, any part of its assets to one or more nonprofit corporations to operate and maintain the assets; provided, that any such transfer shall comply with the requirements of Health and Safety Code Section 32121(p), as applicable. [H&S Code § 32121(p)(1)].
13.15 To contract for bond insurance, letters of credit, remarketing services and other forms of credit enhancement and liquidity support for its bonds, notes and other indebtedness and to enter into reimbursement agreements, and similar ancillary contracts in connection therewith. [H&S Code § 32121(q)].
13.16 To purchase all necessary surgical instruments, hospital equipment, ambulance equipment and all other property necessary for equipping the operations. [H&S Code § 32122].
13.17 To purchase such real property, and to erect or tent or equip such buildings or rooms as may be necessary for the District's operation. [H&S Code § 32123].
13.18 When the Board determines such action is necessary for the provision of adequate healthcare services to the communities served by the District, to (a) enter into contracts with healthcare provider groups, community service groups, independent podiatrists, and independent physicians and surgeons for the provision of healthcare services, (b) provide assistance or make grants to nonprofit provider groups and clinics already functioning in the community, and (c) finance experiments with new methods of providing adequate healthcare. [H&S Code § 32126.5].
13.19 To contract with physicians and surgeons, podiatrists, healthcare provider groups and nonprofit corporations for the rendering of professional health services on such basis as does not result in any profit or gain to the District from the services so rendered and as allows the Board to ensure that fees and charges, if any, are reasonable, fair and consistent with the basic commitment of the District to provide adequate healthcare to all residents within its boundaries. [H&S Code § 32129].
13.20 To contract with physicians and surgeons or podiatrists for the rendering of professional services, for the purpose of assuring that physicians and surgeons or podiatrists will be on duty in emergency department(s) maintained by the hospitals, on such basis as does not result in any profit or gain to the District from the professional services of such physicians and surgeons. The contract with the podiatrist shall be for those services which the podiatrist is licensed to practice pursuant to applicable provisions of the Business and Professions Code. [H&S Code § 32129.5].
13.21 To maintain membership in any local, state or national group or association organized and operated for the promotion of the public health and welfare or the advancement of the efficiency of hospital, ambulance services and healthcare administration, and in connection therewith pay dues and fees thereto. [H&S Code § 32131].
13.22 To authorize the disposition of any surplus property of the District at fair market value by any method determined by the Board; provided, however, that the Board may donate or sell, at less than fair market value, any surplus property to another local healthcare district in California. [H&S Code § 32121.2].
13.23 To change the name of the District, which shall be effective upon the filing of a verified copy of the resolution with the Secretary of State. [H&S Code § 32137].
13.24 Sue and be sued, except as otherwise provided by law, in all actions and proceedings in all courts and tribunals of competent jurisdiction.
13.25 Adopt a seal and alter it at pleasure.
13.26 Acquire by purchase, condemnation, donation, lease, or otherwise, real or personal property necessary to the full or convenient exercise of any of its powers or purposes.
13.27 Subject to any legally required approval, sell property of the District which in its opinion is not needed for the District's affairs.
13.28 Incur indebtedness, issue bonds or other evidence of the indebtedness and refund or retire any indebtedness of the District.
13.29 Levy and collect taxes for the purpose of operating the District and paying its obligations as permitted under California laws.
13.30 Each Director shall have unfettered access to any and all books, records and invoices (including, but not limited to legal invoices and associated documentation) of the District and shall be issued keys or digital access to the District office. Further, patient records will only be available to such Board members who have been trained and certified in HIPAA (the American Health Insurance Portability and Accountability Act of 1996).
Expectations of Directors
Section 1. General
1.1 The President of the Board of Directors shall be the chairperson and a member of the Board of Directors.
Section 2. Term of Office
2.1 The term of office of the President commences upon his/her election and qualification for said office. The President shall hold office for a term of one year and until his or her successor is elected and qualified.
Section 3. Meetings of the Board of Directors
3.1 The President shall preside at meetings of the Board of Directors and shall have the power to call special meetings of said Board of Directors on his/her own motion provided Sections 54950 et seq. of the California Government Code are complied with.
Section 4. Agenda
4.1 The President shall prepare an agenda for each meeting of the Board of Directors. The agenda shall include any matter requested by the President, Administrator, and or any member of the Board of Directors.
Section 5. Voting at Meetings
5.1 The President or any Director presiding in his/her stead may vote upon matters brought before the Board, move the adoption of any matter before the Board, or second such a motion.
Section 6. Contracts, Minutes and Resolutions
6.1 The President shall sign on behalf of the District all minutes and resolutions of the Board of Directors, and all contracts, except those contracts specifically delegated to the District Administrator under Article V, Section 1, and Article VII of these ByLaws .
Section 7. Reports
7.1 The President may require reports from the District Director of Operations, Director of Finance, and District Counsel, to be brought back to the Board.
7.2 The President will from time to time issue press releases and be the focal point for media relations for the District.
Section 8. Litigation
8.1 Whenever the facts are within his/her knowledge, the President is empowered to verify complaints or other pleadings for or on behalf of the District.
Section 9. Additional Duties
9.1 The President shall perform such additional duties as are directed by the Board of Directors or by applicable law.
ARTICLE III
DUTIES AND QUALIFICATIONS OF THE VICE-PRESIDENT
Section 1. General
1.1 The Vice-President of the District shall be the Vice Chairperson and a member of the Board of Directors.
Section 2. Term of Office
2.1 The term of office of the Vice-President commences upon his/her election and qualification for said office. The Vice-President shall hold office for a term of one year until his or her successor is elected and qualified.
Section 3. Duties
3.1 In the absence of the President, the Vice-President shall perform all of the duties of the President.
Section 4. Reports
4.1 The Vice-President may require reports from the District Director of Operations, Director of Finance and District Counsel, to be brought back to the Board.
4.2 The Vice-President, with the consent of or at the direction of the President, May from time to time issue press releases and perform media relations for the District.
Section 5. Litigation
5.1 Whenever the facts are within his/her knowledge, the Vice-President is empowered to verify complaints or other pleadings for or on behalf of the District.
Section 6. Additional Duties
6.1 The Vice-President shall perform such additional duties as are directed by the Board of Directors or by applicable law.
ARTICLE IV
DUTIES AND QUALIFICATIONS OF THE SECRETARY
Section 1. General
1.1 The Secretary shall be a member of the Board of Directors.
Section 2. Term of Office
2.1 The term of office of the Secretary commences upon his/her election and qualification for said office. The Secretary shall hold office for a term of one year until his or her successor is elected and qualified.
Section 3. Contracts, Minutes & Resolutions
3.1 The Secretary shall countersign on behalf of the District all minutes and resolutions of the Board, and all contracts of the District, except those contracts specifically delegated to the District Director of Operations (Appointed Legal Administrator) under Article V, Section 1, of this set of by laws. When required, the Secretary shall further affix to said documents the seal of the District over his/her signature.
Section 4. Litigation
4.1 Whenever the facts are within his/her knowledge, the Secretary is empowered to verify complaints and other pleadings for or on behalf of the District.
Section 5. Reports
5.1 On his/her own motion, the Secretary may require reports from the District Administrator, Operations Director, and District Counsel, which reports, when received, shall be brought to the attention of the Board of Directors, if in the opinion of the Secretary they require consideration by said Board.
Section 6. Additional Duties
6.1 The Secretary shall perform such additional duties as are directed by the Board of Directors or by applicable law.
Board Compensation Policy
Section 5. Compensation of Board
5.1 The Board shall serve without compensation except that each member of the Board shall be allowed the member's actual necessary and reasonable travel and incidental expenses incurred by traveling and incidental expenses in the performance of official business of the District as approved by the Board. [H&S Code § 32103].
Board Officers Duties
Section 1. General
1.1 The President of the Board of Directors shall be the chairperson and a member of the Board of Directors.
Section 2. Term of Office
2.1 The term of office of the President commences upon his/her election and qualification for said office. The President shall hold office for a term of one year and until his or her successor is elected and qualified.
Section 3. Meetings of the Board of Directors
3.1 The President shall preside at meetings of the Board of Directors and shall have the power to call special meetings of said Board of Directors on his/her own motion provided Sections 54950 et seq. of the California Government Code are complied with.
Section 4. Agenda
4.1 The President shall prepare an agenda for each meeting of the Board of Directors. The agenda shall include any matter requested by the President, Administrator, and or any member of the Board of Directors.
Section 5. Voting at Meetings
5.1 The President or any Director presiding in his/her stead may vote upon matters brought before the Board, move the adoption of any matter before the Board, or second such a motion.
Section 6. Contracts, Minutes and Resolutions
6.1 The President shall sign on behalf of the District all minutes and resolutions of the Board of Directors, and all contracts, except those contracts specifically delegated to the District Administrator under Article V, Section 1, and Article VII of these ByLaws .
Section 7. Reports
7.1 The President may require reports from the District Director of Operations, Director of Finance, and District Counsel, to be brought back to the Board.
7.2 The President will from time to time issue press releases and be the focal point for media relations for the District.
Section 8. Litigation
8.1 Whenever the facts are within his/her knowledge, the President is empowered to verify complaints or other pleadings for or on behalf of the District.
Section 9. Additional Duties
9.1 The President shall perform such additional duties as are directed by the Board of Directors or by applicable law.
ARTICLE III
DUTIES AND QUALIFICATIONS OF THE VICE-PRESIDENT
Section 1. General
1.1 The Vice-President of the District shall be the Vice Chairperson and a member of the Board of Directors.
Section 2. Term of Office
2.1 The term of office of the Vice-President commences upon his/her election and qualification for said office. The Vice-President shall hold office for a term of one year until his or her successor is elected and qualified.
Section 3. Duties
3.1 In the absence of the President, the Vice-President shall perform all of the duties of the President.
Section 4. Reports
4.1 The Vice-President may require reports from the District Director of Operations, Director of Finance and District Counsel, to be brought back to the Board.
4.2 The Vice-President, with the consent of or at the direction of the President, May from time to time issue press releases and perform media relations for the District.
Section 5. Litigation
5.1 Whenever the facts are within his/her knowledge, the Vice-President is empowered to verify complaints or other pleadings for or on behalf of the District.
Section 6. Additional Duties
6.1 The Vice-President shall perform such additional duties as are directed by the Board of Directors or by applicable law.
ARTICLE IV
DUTIES AND QUALIFICATIONS OF THE SECRETARY
Section 1. General
1.1 The Secretary shall be a member of the Board of Directors.
Section 2. Term of Office
2.1 The term of office of the Secretary commences upon his/her election and qualification for said office. The Secretary shall hold office for a term of one year until his or her successor is elected and qualified.
Section 3. Contracts, Minutes & Resolutions
3.1 The Secretary shall countersign on behalf of the District all minutes and resolutions of the Board, and all contracts of the District, except those contracts specifically delegated to the District Director of Operations (Appointed Legal Administrator) under Article V, Section 1, of this set of by laws. When required, the Secretary shall further affix to said documents the seal of the District over his/her signature.
Section 4. Litigation
4.1 Whenever the facts are within his/her knowledge, the Secretary is empowered to verify complaints and other pleadings for or on behalf of the District.
Section 5. Reports
5.1 On his/her own motion, the Secretary may require reports from the District Administrator, Operations Director, and District Counsel, which reports, when received, shall be brought to the attention of the Board of Directors, if in the opinion of the Secretary they require consideration by said Board.
Section 6. Additional Duties
6.1 The Secretary shall perform such additional duties as are directed by the Board of Directors or by applicable law.
Board Meeting Standards
Section 11. Quorum
11.1 A quorum of the Board of Directors consists of the presence of three Directors at a particular meeting.
Section 12. Conduct of Meetings
12.1 Meetings of the Board of Directors shall be presided over by the President of the District and in his/her absence the Vice-President of the District. If neither the President nor the Vice-President is present at a particular meeting, the Directors present shall, by majority vote, elect a President pro tem who shall preside at the meeting. If at a particular meeting the Secretary is not present, the Directors shall, by majority vote, elect a Secretary pro tem for the meeting. Whenever a President pro tem or a Secretary pro tem is required, they shall sign and countersign all documents concerning said meeting (such as minutes and resolutions) in the place and stead of the President and Secretary.
12.2 At all meetings of the Board of Directors’ action upon motions shall be by voice vote unless the presiding officer or any Director present requires a roll call. Action upon all resolutions of the Board shall be by roll call.
12.3 Minutes of the deliberations of the Board of Directors shall be such as to fairly represent the action taken and not verbatim. A Director may, however, make a specific request that a particular remark by him/her on a subject be entered into the minutes verbatim. Any written communication in the possession of any Director which in his/her opinion should be included in the minutes of the Board of Directors shall, at his/her request, be entered into the minutes verbatim.
12.4 The presiding officer at a meeting of the Board of Directors is specifically given the power to vote upon any and all matters brought before the Board, move the adoption of any matter before the Board, or second such a motion.
12.5 Except as has been otherwise provided above, the deliberations of the Board of Directors shall be in accordance with Brown Act and such reasonable procedures as the Board may establish consistent with the Brown Act, and Rosenberg's Rules of Order revised 2011 edition.
12.6 The Board shall cause to be published a notice as required by the Brown Act for each meeting and the meetings shall comply with the requirements of the Brown Act.
Meeting Agenda Preparation
Section 4. Agenda
4.1 The President shall prepare an agenda for each meeting of the Board of Directors. The agenda shall include any matter requested by the President, Administrator, and or any member of the Board of Directors.
Section 5. Voting at Meetings
5.1 The President or any Director presiding in his/her stead may vote upon matters brought before the Board, move the adoption of any matter before the Board, or second such a motion.
Section 6. Contracts, Minutes and Resolutions
6.1 The President shall sign on behalf of the District all minutes and resolutions of the Board of Directors, and all contracts, except those contracts specifically delegated to the District Administrator under Article V, Section 1, and Article VII of these ByLaws .
Section 7. Reports
7.1 The President may require reports from the District Director of Operations, Director of Finance, and District Counsel, to be brought back to the Board.
7.2 The President will from time to time issue press releases and be the focal point for media relations for the District.
Board Meeting Management