(a) There is created as a body politic and corporate, constituting a public instrumentality and political subdivision of the state created for the performance of an essential public function, The University of Connecticut Health Center Finance Corporation which may exercise the functions, powers and duties set forth in sections 10a-250 to 10a-263, inclusive, to carry out the purposes set forth in said sections, which are public purposes for which public funds may be expended. Nothing contained herein shall diminish or impair the rights of employees of the John Dempsey Hospital or The University of Connecticut Health Center as established under the general statutes including, but not limited to, chapters 66 to 68, inclusive.

(b) The corporation shall be administered by a board of directors consisting of five members as follows: The president of The University of Connecticut, the executive vice president for health affairs of said university and the Secretary of the Office of Policy and Management, each serving ex-officio, and the chairman of the board of trustees of said university if the Governor has appointed such chairman and if the Governor has not appointed such chairman, a person appointed by the Governor from among the Governor's appointees on the board of trustees of said university, and the trustee of said university who is chairman of The University of Connecticut Health Center board of directors, established pursuant to subsection (c) of section 10a-104, if the Governor has appointed such trustee and if the Governor has not appointed such trustee, a person appointed by the Governor from among the Governor's appointees on the board of trustees of said university. The terms of the directors who are members of the board of trustees of said university shall be concurrent with their term on said board of trustees. Each director may designate a deputy or any member of the staff of such director to represent the director at meetings of the corporation with full powers to act and vote on behalf of such director. The Governor shall appoint a director to be chairman of the board of directors of the corporation. Directors shall receive no compensation but may be reimbursed for necessary expenses incurred in the performance of their duties under sections 10a-250 to 10a-263, inclusive. Any director may be removed by the Governor for misfeasance, malfeasance or wilful neglect of duty. Each director of the corporation before entering upon his duties shall take and subscribe the oath or affirmation required by section 1 of article eleventh of the State Constitution. A record of each such oath shall be filed in the office of the Secretary of the State. Meetings of the corporation shall be held at such times as shall be specified in the bylaws adopted by the corporation and at such other time or times as the chairman deems necessary. Within the first ninety days of each fiscal year, the corporation shall report on its operations for the preceding fiscal year to the Board of Trustees of The University of Connecticut. The report shall include a summary of the activities of the corporation, a statement of operations and, if necessary, recommendations for legislation to promote the purposes of the corporation. The accounts of the corporation shall be subject to audit by the state Auditors of Public Accounts. The corporation shall have certified public accountants audit its books and accounts at least once each fiscal year. The powers of the corporation shall be vested in and exercised by not less than three of the members of the corporation. Such number of members shall constitute a quorum. The affirmative vote of a majority of the members present at a meeting of the corporation shall be necessary for any action taken by the corporation. No vacancy of one or two members of the corporation shall impair the right to exercise all the rights and perform all the duties of the corporation. Any action taken by the corporation under the provisions of sections 10a-250 to 10a-263, inclusive, may be authorized by resolution at any regular or special meeting, and each such resolution shall take effect immediately and need not be published or posted. The corporation may delegate to one or more of its members, or its officers, agents and employees, including employees of The University of Connecticut, such of its powers and duties as it may deem proper. The board of directors shall select one of its members to serve as president of the corporation and to act as its chief executive officer.

(c) The board of directors of the corporation shall appoint an executive director who shall not be a member of the corporation, who shall serve at the pleasure of the corporation and who shall receive such compensation as shall be fixed by the corporation. The executive director shall be a state employee, including an employee of the John Dempsey Hospital, and may receive such additional compensation as may be authorized by the Board of Trustees of The University of Connecticut and the board of directors of the corporation. The executive director shall be the chief administrative officer of the corporation and shall direct and supervise administrative affairs and technical activities in accordance with the directives of the corporation under the supervision of the president of the corporation. The executive director shall attend all meetings of the corporation, keep a record of the proceedings of the corporation and shall maintain and be custodian of all books, documents and papers filed with the corporation and of the minute book or journal of the corporation and of its official seal. The executive director may cause copies to be made of all minutes and other records and documents of the corporation and may give certificates under the official seal of the corporation to the effect that such copies are true copies. All persons dealing with the corporation may rely upon such certificates. The executive director shall perform such other duties as may be directed by the corporation in carrying out the purposes of sections 10a-250 to 10a-263, inclusive.

(d) Each director of the board of directors of the corporation shall execute a surety bond in the penal sum of fifty thousand dollars, or, in lieu thereof, the chairman of the corporation shall execute a blanket position bond covering each member and the executive director and the employees of the corporation. Each surety bond or blanket position bond shall be conditioned upon the faithful performance of the duties of the office or offices covered, executed by a surety company authorized to transact business in the state as surety and approved by the Attorney General and filed in the office of the Secretary of the State. The cost of each such bond shall be paid by the corporation.

(e) The corporation shall be subject to any restrictions on purchasing sources set forth in The University of Connecticut laws and bylaws as such laws and bylaws may be amended from time to time. Members of the corporation shall be subject to part I of chapter 10 provided it shall not constitute a conflict of interest for a trustee, director, partner, officer, stockholder, proprietor, counsel or employee of any person to serve as a member of the corporation, provided such trustee, director, partner, officer, stockholder, proprietor, counsel or employee files with the corporation a record of his capacity with such person and abstains and absents himself from any deliberation, action and vote by the corporation in specific respect to such person.

(f) The corporation shall continue as long as it has contracts outstanding and until its existence is terminated by law. Upon the termination of the corporation, all of its rights and properties shall pass to and be vested in the hospital as long as the hospital is part of The University of Connecticut and if not, in The University of Connecticut as long as the university is a part of the state and if not, in the state.

(g) Neither members of the corporation nor any person executing the contracts of the corporation shall be liable personally on the contracts of the corporation or be subject to any personal liability or accountability by reason of the execution or performance of such contracts.

(h) Directors, officers and employees of the corporation shall be deemed to be employees of the state for purposes of chapter 53 and section 5-141d.

(i) All financial, credit and proprietary information submitted by any person to the corporation in connection with any joint venture or shared service agreement shall be exempt from the provisions of subsection (a) of section 1-210.

(P.A. 87-458, S. 4, 18; P.A. 92-154, S. 21–23; P.A. 03-278, S. 119; P.A. 06-196, S. 84.)

History: P.A. 92-154 amended Subsec. (a) to change the name of the finance corporation from John Dempsey Hospital to The University of Connecticut Health Center, and added reference to the Uncas-on-Thames Hospital in Subsecs. (a) and (c); P.A. 03-278 deleted reference to the Uncas-on-Thames Hospital in Subsecs. (a) and (c) and replaced “vice president” with “executive vice president” and “the health affairs committee of said board of trustees” with “The University of Connecticut Health Center board of directors, established pursuant to subsection (c) of section 10a-104” in Subsec. (b), effective July 9, 2003; P.A. 06-196 made technical changes in Subsec. (f), effective June 7, 2006.

Cited. 230 C. 24.