Create Hospital Public Corporation

Section 1. Article 10-C of the public authorities law is amended by adding a new title 1-A to read as follows:

TITLE 1-A

MASSENA MEMORIAL HOSPITAL CORPORATION Section 3350. Short title.

3351. Legislative findings and declarations.

3352. Definitions.

3353. Massena Memorial Hospital Corporation.

3354. Transfer of officers and employees; recognition and

continuation of existing bargaining agents and units;

layoffs; services.

3355. General powers of the corporation.

3356. Special powers of the corporation.

3357. Transfer of property; relationship with town; certain

gifts, loans and guarantees by the town.

3358. Bonds or notes of the corporation.

3359. Remedies of bondholders.

3360. State and town not liable on corporation bonds.

3361. Monies of the corporation.

3362. Bonds; legal investments for fiduciaries.

3363. Agreement with state.

3364. Agreement with town.

3365. Tax exemption and tax contract by the state.

3366. Actions against corporation.

3367. Audit and annual reports.

3368. Defense and indemnification.

EXPLANATION--Matter in italics (underscored) is new; matter in brackets

[ ] is old law to be omitted.

LBD15713-01-8

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3369. Transfer of applications, proceedings, approvals and

permits.

3370. Separability.

3371. Applicability of laws.

§ 3350. Short title. This title shall be known and may be cited as the "Massena Memorial Hospital Corporation".

§ 3351. Legislative findings and declarations. The legislature hereby finds and declares as follows:

1. Currently, the Massena Memorial Hospital is a public hospital owned and operated by the town of Massena.

2. The Massena Memorial Hospital healthcare network includes a general hospital and several clinics in St. Lawrence county.

3. The Massena Memorial Hospital is a tertiary care facility for the town of Massena and St. Lawrence county.

4. The Massena Memorial Hospital is the only public hospital in the Massena area with quality pediatric and adolescent care facilities and a neurology department.

5. The needs of the residents of the state of New York and of the town of Massena can best be served by the operation of the Massena Memorial Hospital healthcare network through a public benefit corporation having the legal, financial, and managerial flexibility to take full advantage of opportunities and challenges presented by the evolving health care environment.

6. In order to accomplish the purposes recited in this section of providing health care services and health facilities for the benefit of the residents of the state of New York and the town of Massena, including persons in need of health care services without the ability to pay, as required by law, a public benefit corporation to be known as the Massena Memorial Hospital Corporation shall be created to provide such services and facilities and to otherwise carry out such purposes. The creation and operation of the Massena Memorial Hospital Corporation, as provided in this title, is in all respects for the benefit of the people of the state of New York and of the town of Massena and is a state, town, and public purpose. The exercise by such corporation of the functions, powers, and duties provided in this title constitutes the performance of an essential public and governmental function.

7. In authorizing the Massena Memorial Hospital healthcare network to be operated through a public benefit corporation, it is intended that the hospital continue as a general, municipal hospital available to the residents of the town of Massena, county of St. Lawrence, and northern New York state generally, that the health care services provided by the Massena Memorial Hospital healthcare network's hospital, clinics, and ancillary facilities by dedicated public employees will continue, and that the network's role as a leading provider of services to Medicaid patients will also continue.

§ 3352. Definitions. As used or referred to in this title, unless a different meaning clearly appears from the context:

1. "Board" means the board of directors of the corporation established by section thirty-three hundred fifty-three of this title.

2. "Bonds" means the bonds, notes, or other evidences of indebtedness issued by the corporation pursuant to this title, and the provisions of this title relating to bonds and bondholders shall apply with equal force and effect to notes and noteholders, respectively, unless the context otherwise clearly requires.

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3. "Corporation" means the public benefit corporation created by section thirty-three hundred fifty-three of this title, known as the Massena Memorial Hospital Corporation.

4. "County" means the county of St. Lawrence.

5. "Health facility" means a building, structure, or unit, or any improvement to real property, including all necessary and usual attendant and related equipment, facilities, or fixtures, or any part or parts thereof, or any combination or combinations thereof, including, but not limited to, a general hospital, psychiatric hospital, ambulatory clinic or center, chronic disease hospital, nursing home, extended-care facility, dispensary, or laboratory, or any other related facility, or any combination of the foregoing, constructed, acquired, or otherwise provided by or for the use of the corporation or the town in providing medical research and health and medical services to the public.

6. "Director" means a voting director appointed to the corporation pursuant to section thirty-three hundred fifty-three of this title.

7. "Network" shall mean the Massena Memorial Hospital healthcare network.

8. "Town" shall mean the town of Massena.

§ 3353. Massena Memorial Hospital Corporation. 1. (a) There is hereby created a state board to be known as the Massena Memorial Hospital Corporation, which shall be a body corporate and politic constituting a public benefit corporation.

(b) The corporation shall be governed by fifteen voting directors, of whom eight directors shall be appointed by the governor and seven directors shall be appointed by the town supervisor of the town of Massena. The governor shall make appointments to the corporation as follows: three directors from a recommendation submitted by the town supervisor of the town of Massena; three directors from a recommendation submitted by the town council; one director, who shall be a resident of the town of Massena, from a recommendation submitted by the temporary president of the senate; and one director, who shall be a resident of the town of Massena, from a recommendation submitted by the speaker of the assembly. The town supervisor of the town of Massena shall make seven appointments to the board with the advice and consent of the town council.

The terms of the initial directors appointed by the governor shall be five years for such directors appointed upon recommendation of the temporary president of the senate and the speaker of the assembly. The terms of the initial directors appointed by the governor upon the recommendation of the town supervisor of the town of Massena shall be five years for one, four years for one, and three years for one. The terms of the initial directors appointed by the governor upon the recommendation of the town council shall be four years for two and three years for one. The terms of the initial directors appointed by the town supervisor of the town of Massena shall be one year for two of such directors, two years for three of such directors, and three years for two of such directors.

(c) Each director shall possess a high degree of experience and knowledge in relevant fields and a high degree of interest in the corporation. The appointment of any director to the corporation shall be based in part on the objective of ensuring that the corporation includes diverse and beneficial perspectives and experience, including, but not limited to, those of business management, law, finance, medical or other health professionals or both, health sector workers, and the patient or consumer perspective.

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2. There shall be four non-voting representatives, who shall include the chief executive officer of the corporation appointed by the voting directors of the board, one selected by the town supervisor of the town of Massena, two selected by the town council. Such representatives shall have all of the rights and powers of the directors other than the right and power to vote, including, but not limited to, the right to equal access to information.

3. All directors and non-voting representatives shall continue to hold office until their successors are appointed and qualify. All subsequent appointments made upon the expiration of an initial term shall be for a term of five years, and all appointees shall be eligible for reappointment. Vacancies occurring otherwise than by expiration of term of office shall be filled for the unexpired terms in the manner provided for original appointment. Members of the board may be removed from office by the board for inefficiency, neglect of duty, or misconduct in office after the board has given such member a copy of the charges against him or her and an opportunity to be heard in person or by counsel in his or her defense, upon not less than ten days notice.

4. (a) The directors shall, by majority vote, select one of the fifteen directors as the chairperson of the board. The chairperson shall preside over all meetings of the board and shall have such other duties as the directors may provide.

(b) The voting directors and non-voting representatives of the corporation shall receive no compensation for their services, but shall be reimbursed for all their actual and necessary expenses incurred in connection with carrying out the purposes of this title.

(c) The powers of the corporation shall be vested in and shall be exercised by the board at a meeting duly called and held, where a quorum of eight directors is present. No action shall be taken by the corporation except pursuant to the favorable vote of at least eight directors present at the meeting at which such action is taken.

(d) The members of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time; participation by such means shall constitute presence in person at a meeting.

(e) Any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee.

5. The voting directors shall select and shall determine the salary and benefits of the chief executive officer of the corporation. The directors shall have the authority to discharge the chief executive officer with or without cause; provided, however, that removal without cause shall not prejudice the contract rights, if any, of the chief executive officer.

6. Notwithstanding any inconsistent provision of any general, special, or local law, ordinance, resolution, or charter, no officer, member, or employee of the state or of any public corporation shall forfeit his or her office or employment by reason of his or her acceptance of appointment as a director, non-voting representative, officer, or employee of the corporation, nor shall service as such a director, non-voting representative, officer, or employee be deemed incompatible or in conflict with such office or employment; and provided further, however, that no

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public officer elected to his or her office pursuant to the laws of the state or any municipality thereof may serve as a member of the governing body of the corporation during his or her term of office.

7. The corporation shall have a chief executive officer, a secretary, a treasurer, and such other officers as the board shall from time to time provide; such officers shall exercise the duties provided by the board or by this title.

8. The corporation and its corporate existence shall continue until terminated by law; provided, however, that no such termination shall take effect so long as the corporation shall have bonds or other obligations outstanding, unless adequate provision has been made for the payment or satisfaction thereof. Upon termination of the existence of the corporation, all of the rights and properties of the corporation then remaining shall pass to and vest in the town in such manner as is or may be prescribed by law.