MISSISSIPPI LEGISLATURE
2023 Regular Session
To: Public Health and Welfare
By: Senator(s) Fillingane, Branning, Jordan
AN ACT TO AMEND SECTION 41-13-35, MISSISSIPPI CODE OF 1972, TO CLARIFY AND EXPAND THE POWERS AND AUTHORITY OF THE BOARDS OF TRUSTEES OF COMMUNITY HOSPITALS AND TO PROVIDE THAT ANY CONSOLIDATION OR COLLABORATION INVOLVING A COMMUNITY HOSPITAL AND OTHER PUBLIC, PRIVATE OR NONPROFIT HOSPITALS, HEALTH CARE FACILITIES OR PROVIDERS SHALL BE IMMUNE FROM LIABILITY UNDER THE FEDERAL AND STATE ANTITRUST OR COMPETITION LAWS TO THE FULLEST EXTENT ALLOWED BY LAW; TO AMEND SECTION 41-13-29, MISSISSIPPI CODE OF 1972, TO INCREASE THE MAXIMUM PER DIEM PAYABLE TO TRUSTEES; TO AMEND SECTION 37-115-50, MISSISSIPPI CODE OF 1972, TO PROVIDE THAT THE ACADEMIC MEDICAL CENTER AND ITS HEALTH CARE COLLABORATIVES ACTING INDIVIDUALLY OR JOINTLY SHALL BE IMMUNIZED FROM LIABILITY UNDER THE FEDERAL AND STATE ANTITRUST OR COMPETITION LAWS TO THE FULLEST EXTENT ALLOWED BY LAW; TO CREATE NEW SECTION 37-115-50.2, MISSISSIPPI CODE OF 1972, TO PROVIDE CERTAIN LEGISLATIVE FINDINGS AND DECLARATIONS RELATED TO THE ACT; TO CREATE NEW SECTION 37-115-50.3, MISSISSIPPI CODE OF 1972, TO PROVIDE CERTAIN POWERS TO THE ACADEMIC MEDICAL CENTER AND ITS HEALTH CARE COLLABORATIVES SUBJECT TO ANY REQUIRED APPROVAL OF THE BOARD OF TRUSTEES OF STATE INSTITUTIONS OF HIGHER LEARNING; TO AMEND SECTION 75-21-13, MISSISSIPPI CODE OF 1972, TO CONFORM TO THE PROVISIONS OF THE ACT; AND FOR RELATED PURPOSES.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MISSISSIPPI:
SECTION 1. Section 41-13-35, Mississippi Code of 1972, is amended as follows:
41-13-35. (1) The board of trustees of any community hospital shall have full authority to appoint an administrator, who shall not be a member of the board of trustees, and to delegate reasonable authority to such administrator for the operation and maintenance of such hospital and all property and facilities otherwise appertaining thereto.
(2) The board of trustees shall have full authority to select from its members, officers and committees and, by resolution or through the board bylaws, to delegate to such officers and committees reasonable authority to carry out and enforce the powers and duties of the board of trustees during the interim periods between regular meetings of the board of trustees; provided, however, that any such action taken by an officer or committee shall be subject to review by the board, and actions may be withdrawn or nullified at the next subsequent meeting of the board of trustees if the action is in excess of delegated authority.
(3) The board of trustees shall be responsible for governing the community hospital under its control and shall make and enforce staff and hospital bylaws and/or rules and regulations necessary for the administration, government, maintenance and/or expansion of such hospitals. The board of trustees shall keep minutes of its official business and shall comply with Section 41-9-68.
(4) The decisions of said board of trustees of the community hospital shall be valid and binding unless expressly prohibited by applicable statutory or constitutional provisions.
(5) The power of the board of trustees shall specifically include, but not be limited to, the following authority:
(a) To deposit and invest funds of the community hospital in accordance with Section 27-105-365;
(b) To establish such equitable wage and salary programs and other employment benefits as may be deemed expedient or proper, and in so doing, to expend reasonable funds for such employee salary and benefits. Allowable employee programs shall specifically include, but not be limited to, medical benefit, life, accidental death and dismemberment, disability, retirement and other employee coverage plans. The hospital may offer and fund such programs directly or by contract with any third party and shall be authorized to take all actions necessary to implement, administer and operate such plans, including payroll deductions for such plans;
(c) To authorize employees to attend and to pay actual expenses incurred by employees while engaged in hospital business or in attending recognized educational or professional meetings;
(d) To enter into loan or scholarship agreements with employees or students to provide educational assistance where such student or employee agrees to work for a stipulated period of time for the hospital;
(e) To devise and implement employee incentive programs;
(f) To recruit and financially assist physicians and other health care practitioners in establishing, or relocating practices within the service area of the community hospital including, without limitation, direct and indirect financial assistance, loan agreements, agreements guaranteeing minimum incomes for a stipulated period from opening of the practice and providing free office space or reduced rental rates for office space where such recruitment would directly benefit the community hospital and/or the health and welfare of the citizens of the service area;
(g) To contract by way of lease, lease-purchase or otherwise, with any agency, department or other office of government or any individual, partnership, corporation, owner, other board of trustees, or other health care facility, for the providing of property, equipment or services by or to the community hospital or other entity or regarding any facet of the construction, management, funding or operation of the community hospital or any division or department thereof, or any related activity, including, without limitation, shared management expertise or employee insurance and retirement programs, and to terminate said contracts when deemed in the best interests of the community hospital;
(h) To file suit on behalf of the community hospital to enforce any right or claims accruing to the hospital and to defend and/or settle claims against the community hospital and/or its board of trustees;
(i) To sell or otherwise dispose of any chattel property of the community hospital by any method deemed appropriate by the board where such disposition is consistent with the hospital purposes or where such property is deemed by the board to be surplus or otherwise unneeded;
(j) To let contracts for the construction, remodeling, expansion or acquisition, by lease or purchase, of hospital or health care facilities, including real property, within the service area for community hospital purposes where such may be done with operational funds without encumbrancing the general funds of the county or municipality, provided that any contract for the purchase of real property must be ratified by the owner;
(k) To borrow money and enter other financing arrangements for community hospital and related purposes and to grant security interests in hospital equipment and other hospital assets and to pledge a percentage of hospital revenues as security for such financings where needed; provided that the owner shall specify by resolution the maximum borrowing authority and maximum percent of revenue which may be pledged by the board of trustees during any given fiscal year;
(l) To expend hospital funds for public relations or advertising programs;
(m) To offer the following inpatient and outpatient services, after complying with applicable health planning, licensure statutes and regulations, whether or not heretofore offered by such hospital or other similar hospitals in this state and whether or not heretofore authorized to be offered, long-term care, extended care, home care, after-hours clinic services, ambulatory surgical clinic services, preventative health care services including wellness services, health education, rehabilitation and diagnostic and treatment services; to promote, develop, operate and maintain a center providing care or residential facilities for the aged, convalescent or handicapped; and to promote, develop and institute any other services having an appropriate place in the operation of a hospital offering complete community health care;
(n) To promote, develop, acquire, operate and maintain on a nonprofit basis, or on a profit basis if the community hospital's share of profits is used solely for community hospital and related purposes in accordance with this chapter, either separately or jointly with one or more other hospitals or health-related organizations, facilities and equipment for providing goods, services and programs for hospitals, other health care providers, and other persons or entities in need of such goods, services and programs and, in doing so, to provide for contracts of employment or contracts for services and ownership of property on terms that will protect the public interest;
(o) To establish and operate medical offices, child care centers, wellness or fitness centers and other facilities and programs which the board determines are appropriate in the operation of a community hospital for the benefit of its employees, personnel and/or medical staff which shall be operated as an integral part of the hospital and which may, in the direction of the board of trustees, be offered to the general public. If such programs are not established in existing facilities or constructed on real estate previously acquired by the owners, the board of trustees shall also have authority to acquire, by lease or purchase, such facilities and real property within the service area, whether or not adjacent to existing facilities, provided that any contract for the purchase of real property shall be ratified by the owner. The trustees shall lease any such medical offices to members of the medical staff at rates deemed appropriate and may, in its discretion, establish rates to be paid for the use of other facilities or programs by its employees or personnel or members of the public whom the trustees may determine may properly use such other facilities or programs;
(p) Provide, at its discretion, ambulance service and/or to contract with any third party, public or private, for the providing of such service;
(q) Establish a fair and equitable system for the billing of patients for care or users of services received through the community hospital, which in the exercise of the board of trustees' prudent fiscal discretion, may allow for rates to be classified according to the potential usage by an identified group or groups of patients of the community hospital's services and may allow for standard discounts where the discount is designed to reduce the operating costs or increase the revenues of the community hospital. Such billing system may also allow for the payment of charges by means of a credit card or similar device and allow for payment of administrative fees as may be regularly imposed by a banking institution or other credit service organization for the use of such cards;
(r) To establish as an
organizational part of the hospital or to aid in establishing as a separate
entity from the hospital, hospital auxiliaries designed to aid the hospital,
its patients, and/or families and visitors of patients, and when the auxiliary
is established as a separate entity from the hospital, the board of trustees
may cooperate with the auxiliary in its operations as the board of trustees
deems appropriate; * * *
(s) To make any
agreements or contracts with the federal government or any agency thereof, the
State of Mississippi or any agency thereof, and any county, city, town,
supervisors district or election district within this state, jointly or
separately, for the maintenance of charity facilities * * *;
(t) To acquire hospitals, health care facilities and other healthcare-related operations and assets, through direct purchase, merger, consolidation, lease or other means;
(u) To enter into joint ventures, joint-operating agreements or similar arrangements with other public or private healthcare-related organizations, or with for-profit or nonprofit corporations, for-profit or nonprofit limited liability companies or other similar organizations, either directly or through a nonprofit corporation formed or owned by the community hospital, for the joint operation of all or part of the community hospital, or the joint operation of any healthcare facilities or healthcare services, and in doing so, to convey the community hospital's assets, service lines or facilities to the joint venture or to any other organization or entity for fair market value, and to provide for contracts of employment or contracts for services and ownership of property that will protect the public interest;
(v) To form, establish, fund and operate nonprofit corporations, nonprofit limited liability companies, state-sponsored entities or other similar organizations, either directly or through a nonprofit corporation formed by the community hospital, which are jointly owned with other public or private hospitals, for-profit or nonprofit corporations, or other healthcare-related organizations, for the purpose of conducting activities within or outside of the community hospital's service area for the benefit of the community hospital, including, but not limited to, joint-hospital acquisitions, group purchasing, clinically integrated networks, payor contracting, and joint requests for federal and state grants and funding;
(w) To make capital contributions, loans, debt or equity financing to or for any joint venture or similar arrangement in which the community hospital, or any nonprofit corporation formed, leased or owned by the community hospital, has or acquires an ownership interest, and to guarantee loans and any other obligations for such purposes;
(x) To establish arrangements for the community hospital to participate in financial integration and/or clinical integration or clinically integrated networks with a joint venture, with other public or private or nonprofit health-related organizations, or through a joint-operating agreement;
(y) To have an ownership interest in, make capital contributions to, and assume financial risk under, accountable care organizations or similar organizations;
(z) To enter into any contract for a term of any length, regardless of whether the length or term of the contract exceeds the term of the board of trustees of the community hospital;
(aa) To elect some, any or all of the members of the board of directors of any nonprofit corporation of which the community hospital is a member;
(bb) To create, establish, acquire, operate or support subsidiaries and affiliates, either for-profit or nonprofit or other similar entity, to assist the community hospital in fulfilling its purposes;
(cc) To create, establish or support nonaffiliated for-profit or nonprofit corporations or other similar lawful business organizations that operate and have as their purposes the furtherance of the community hospital's purposes;
(dd) Without limiting the generality of any provisions of this section, to accomplish and facilitate the creation, establishment, acquisition, operation or support of any such subsidiary, affiliate, nonaffiliated corporation or other lawful business organization, by means of loans of funds, acquisition or transfer of assets, leases of real or personal property, gifts and grants of funds or guarantees of indebtedness of such subsidiaries, affiliates and nonaffiliated corporations; and
(ee) To exercise all powers granted hereunder in such a manner as the community hospital, through its board of trustees, may determine to be consistent with the purposes of this act, including the state action immunity provided by this act from state and federal antitrust laws to the fullest extent possible, notwithstanding that as a consequence of such exercise of such powers it engages in activities that may be deemed "anticompetitive" or which displace competition within the meaning or contemplation of the antitrust laws of this state or of the United States.
(6) No board of trustees of any community hospital may accept any grant of money or other thing of value from any not-for-profit or for-profit organization established for the purpose of supporting health care in the area served by the facility unless two-thirds (2/3) of the trustees vote to accept the grant.
(7) No board of trustees, individual trustee or any other person who is an agent or servant of the trustees of any community hospital shall have any personal financial interest in any not-for-profit or for-profit organization which, regardless of its stated purpose of incorporation, provides assistance in the form of grants of money or property to community hospitals or provides services to community hospitals in the form of performance of functions normally associated with the operations of a hospital.
(8) The Legislature hereby finds and declares as follows:
(a) The needs of the residents of Mississippi can best be served by community hospitals having the legal, financial and operational flexibility to take full advantage of opportunities and challenges presented by the evolving health care environment and to take whatever actions are necessary to enable the community hospitals' continuation as healthcare systems which provides the finest possible quality of care consistent with reasonable costs.
(b) In this environment, the community hospitals must have the ability to respond to changing conditions by having the power to develop efficient and cost-effective methods and structures to provide for health care needs, while maintaining a public mission and character. Further, community hospitals in Mississippi are political subdivisions of the state. Accordingly, the Legislature finds that there is a compelling interest in establishing a structure and process for a community hospital to adapt to this dynamic environment, to operate efficiently, to offer competitive health care services, to respond more effectively to new developments and regulatory changes in the health care area, and to continue to serve and promote the health, wellness and welfare of the citizens of Mississippi. The acquisition, operation and financing of hospitals and other health care facilities by the community hospitals are hereby declared to be for a public and governmental purpose and a matter of public necessity.
(c) The geographic areas served by community hospitals include rural populations and other groups that experience significant health disparities. Health disparities are differences in health status when compared to the population overall, often characterized by indicators such as higher incidence of disease and/or disability, increased mortality rates, and lower life expectancies. Rural risk factors for health disparities include geographic isolation, lower socioeconomic status, higher rates of health risk behaviors and limited access to healthcare specialists and subspecialists. As a result of these health disparities, the residents of areas served by community hospitals have high rates of mortality and morbidity, heart disease, cancer, diabetes and other illnesses. The areas also include a high percentage of uninsured individuals and Medicaid patients, which are medically underserved groups. Community hospitals have demonstrated their ability to provide high-quality healthcare and to improve health conditions and outcomes as well as access to care. This act will significantly strengthen the ability of community hospitals to serve the health care needs of the residents of their service areas.
(d) The community hospitals' investment of significant public assets and their efforts to provide high-quality health care services to medically underserved populations are jeopardized by potential limits on the ability of community hospitals to collaborate and consolidate with other public, private, for-profit and nonprofit health care facilities and providers. The Legislature expressly finds the benefits of collaboration and consolidation by the community hospitals outweigh any adverse impact on competition. The benefits of the community hospitals' efforts to collaborate and consolidate include, but are not limited to, preserving and expanding needed health care services in its service area; consolidating unneeded or duplicative health care services; enhancing the quality of, and expanding access to, health care delivered to medically underserved and rural populations; and lowering costs and improving the efficiency of the health care services it delivers. Based on the findings contained in this section, the Legislature hereby affirmatively expresses a policy to allow community hospitals to consolidate with other public, private, for-profit or nonprofit hospitals, health care facilities and providers and to engage in collaborative activities consistent with their health care purposes, notwithstanding that those consolidations and collaborations may have the effect of displacing competition in the provision of hospital or other healthcare-related services. In engaging in such consolidations and collaborations with other public, private, for-profit or nonprofit hospitals, health care facilities and providers, the community hospital shall be considered to be acting pursuant to clearly articulated state policy as established in this act and shall not be subject to federal or state antitrust laws while so acting. With respect to the consolidations, collaborative activities and other activities contemplated in this act, the community hospital and the public, private, for-profit or nonprofit entities with which it consolidates, collaborates, or enters into any of the transactions set forth in this act, shall be immune from liability under the federal and state antitrust laws and those activities are provided with state action immunity from federal and state antitrust laws to the fullest extent possible.
SECTION 2. Section 41-13-29, Mississippi Code of 1972, is amended as follows:
41-13-29. (1) (a) The owners are authorized to appoint trustees for the purpose of operating and governing community hospitals. The owner of a community hospital may remove a trustee after appointment for good cause shown, upon a unanimous vote of all members of the governing board of the owner that appointed the trustee, or upon a majority vote of the governing board of the owner that appointed the trustee after a recommendation from the board of trustees of the hospital that the trustee be removed. To be eligible for appointment, an appointee must be an adult legal resident of the county which has an ownership interest in the community hospital or the county in which the municipality or other political subdivision holding the ownership interest in the community hospital is located. The authority to appoint trustees shall not apply to leased facilities, unless specifically reserved by the owner in the applicable lease agreement.
(b) The board of trustees shall consist of not more than seven (7) members nor less than five (5) members, except where specifically authorized by statute, and shall be appointed by the respective owners on a pro rata basis comparable to the ownership interests in the community hospital. Where the community hospital is owned solely by a county, or any supervisors districts, judicial districts or election district of a county, or by a municipality, the trustees shall be residents of the owning entity.
(c) Trustees for municipally owned community hospitals shall be appointed by the governing authority of the municipality. Trustees for a community hospital owned by a county shall be appointed by the board of supervisors with each supervisor having the right to nominate one (1) trustee from his district or from the county at large. Appointments exceeding five (5) in number shall be from the county at large. Trustees for a community hospital owned solely by supervisors districts, judicial districts or election district of a county, shall be appointed by the board of supervisors of the county from nominees submitted by the supervisor or supervisors representing the owner district or districts.
(2) (a) Initially the board of trustees shall be appointed as follows: one (1) for a term of one (1) year, one (1) for a term of two (2) years, one (1) for a term of three (3) years, one (1) for a term of four (4) years, and one (1) for a term of five (5) years. Appointments exceeding five (5) in number shall be for terms of four (4) and five (5) years, respectively. Thereafter, all terms shall be for five (5) years. No community hospital trustee holding office on July 1, 1982, shall be affected by this provision, but the terms shall be filled at the expiration thereof according to the provisions of this section; provided, however, that any other specific appointment procedures presently authorized shall likewise not be affected by the terms hereof. Any vacancy on the board of trustees shall be filled within ninety (90) days by appointment by the applicable owner for the remainder of the unexpired term.
(b) From and after January 1, 2016, to be eligible for appointment, an appointee must have no felony convictions, possess at least a high school diploma or the equivalent, owe no outstanding debt to the community hospital, and not be a plaintiff in any pending lawsuit against the community hospital. The appointee may not own an interest in, or be an officer or employee of, a company or business that provides goods or services in direct competition with the community hospital, nor may the appointee's spouse own an interest in, or be an officer of, such company or business.
(3) (a) Any community hospital erected, owned, maintained and operated by any county located in the geographical center of the State of Mississippi and in which State Highways No. 12 and No. 35 intersect, shall be operated by a board of trustees of five (5) members who have the qualifications set forth in this section to be appointed by the board of supervisors from the county at large, one (1) for a term of one (1) year, one (1) for a term of two (2) years, one (1) for a term of three (3) years, one (1) for a term of four (4) years, and one (1) for a term of five (5) years. Thereafter all trustees shall be appointed from the county at large for a period of five (5) years.
(b) Any community hospital erected, owned, maintained and operated by any county situated in the Yazoo-Mississippi Delta Levee District and bordering on the Mississippi River and having a population of not less than forty-five thousand (45,000) and having an assessed valuation of not less than Thirty Million Dollars ($30,000,000.00) for the year 1954, shall be operated by a board of trustees which may consist of not more than eleven (11) members who have the qualifications set forth in this section.
(c) Any hospital erected, owned, maintained and operated by any county having two (2) judicial districts, which is traversed by U.S. Interstate Highway 59, which intersects Highway 84 therein, shall be operated by a board of trustees which shall consist of seven (7) members who have the qualifications set forth in this section. The first seven (7) members appointed under authority of this paragraph shall be appointed by the board of supervisors for terms as follows:
Each supervisor of Supervisors Districts One and Two shall nominate and the board of supervisors shall appoint one (1) person from each said beat for a one-year term. Each supervisor of Supervisors Districts Three and Four shall nominate and the board of supervisors shall appoint one (1) person from each beat for a two-year term. The supervisor of Supervisors District Five shall nominate and the board of supervisors shall appoint one (1) person from the beat for a three-year term. The medical staff at the hospital shall submit a list of four (4) nominees and the supervisors shall appoint two (2) trustees from the list of nominees, one (1) for a three-year term and one (1) for a one-year term. Thereafter, as the terms of the board of trustee members authorized by this paragraph expire, all but the trustee originally appointed from the medical staff nominees for a one-year term shall be appointed by the board of supervisors for terms of three (3) years. The term of the trustee originally appointed from the medical staff nominees by the board of supervisors for a term of one (1) year shall remain a term of one (1) year and shall thereafter be appointed for a term of one (1) year. The two (2) members appointed from medical staff nominees shall be appointed from a list of two (2) nominees for each position to be submitted by the medical staff of the hospital for each vacancy to be filled. It is the intent of the Legislature that the board of trustees which existed prior to July 1, 1985, was abolished by amendment to this section under Section 5, Chapter 511, Laws of 1985, and the amendment authorized the appointment of a new board of trustees on or after July 1, 1985, in the manner provided in this paragraph. Any member of the board of trustees which existed before July 1, 1985, who has the qualifications set forth in this section shall be eligible for reappointment subject to the provisions of this paragraph.
(d) Any community hospital erected, owned, maintained and operated by any county bordering on the Mississippi River having two (2) judicial districts, wherein U.S. Highway 61 and Mississippi Highway 8 intersect, lying wholly within a levee district, shall be operated by a board of trustees which may consist of not more than nine (9) members who have the qualifications set forth in this section.
(e) Any community hospital system owned, maintained and operated by any county bordering on the Gulf of Mexico and the State of Alabama shall be operated by a board of trustees constituted as follows: seven (7) members shall be selected as provided in subsection (1) of this section and two (2) advisors who shall be the chiefs of staff at those hospitals which are a part of the hospital system; the members must have the qualifications set forth in this section. The term of the chiefs of staff on the board of trustees shall coincide with their service as chiefs of staff at their respective hospitals.
(4) Any community hospital owned, maintained and operated by any county wherein Mississippi Highways 16 and 19 intersect, having a land area of five hundred sixty-eight (568) square miles, and having a population in excess of twenty-three thousand seven hundred (23,700) according to the 1980 federal decennial census, shall be operated by a board of trustees of five (5) members who have the qualifications set forth in this section, one (1) of whom shall be elected by the qualified electors of each supervisors district of the county in the manner provided herein. Each member so elected shall be a resident and qualified elector of the district from which he is elected. The first elected members of the board of trustees shall be elected at the regular general election held on November 4, 1986. At the election, the members of the board from Supervisors Districts One and Two shall be elected for a term of six (6) years; members of the board from Supervisors Districts Three and Four shall be elected for a term of two (2) years; and the member of the board from Supervisors District Five shall be elected for a term of four (4) years. Each subsequent member of the board shall be elected for a term of six (6) years at the same time as the general election in which the member of the county board of education representing the same supervisors district is elected. All members of the board shall take office on the first Monday of January following the date of their election. The terms of all seven (7) appointed members of the board of trustees holding office on the effective date of this act (Laws 1986, Chapter 462) shall expire on the date that the first elected members of the board take office. The board of trustees provided for herein shall not lease or sell the community hospital property under its jurisdiction unless the board of supervisors of the county calls for an election on the proposition and a majority voting in the election shall approve the lease or sale.
The members of the board of trustees provided for in this subsection shall be compensated a per diem and reimbursed for their expenses and mileage in the same amount and subject to the same restrictions provided for members of the county board of education in Section 37-5-21 and may, at the discretion of the board, choose to participate in any hospital medical benefit plan which may be in effect for hospital employees. Any member of the board of trustees choosing to participate in the plan shall pay the full cost of his participation in the plan so that no expenditure of hospital funds is required.
The name of any qualified elector who is a candidate for the community hospital board of trustees shall be placed on the ballot used in the general elections by the county election commissioners, if the candidate files with the county election commissioners, not more than ninety (90) days and not less than thirty (30) days before the date of the general election, a petition of nomination signed by not less than fifty (50) qualified electors of the county residing within each supervisors district. The candidate in each supervisors district who receives the highest number of votes cast in the district shall be declared elected.
(5) A board of trustees
provided for herein may, in its discretion, where funds are available, compensate
each trustee per diem in at least the amount established by Section 25-3-69 up
to the maximum amount of not more than * * * Two Hundred
Fifty Dollars ($250.00) for each meeting of the board of trustees or
meeting of a committee established by the board of trustees where the trustee
was in attendance, and in addition thereto provide meals at the meetings and
compensate each member attending travel expenses at the rate authorized by Section
25-3-41 for actual mileage traveled to and from the place of meeting.
(6) The owner which appointed a trustee may likewise remove him from office by majority vote for failure to attend at least fifty percent (50%) of the regularly scheduled meetings of the board during the twelve-month period preceding the vote, or for violation of any statute relating to the responsibilities of his office, based upon the recommendation of a majority of the remaining trustees.
(7) For community hospitals located in a county having a population of less than one hundred thousand (100,000) according to the most recent federal decennial census, the members of the board of trustees, administrator and any other officials of the community hospital as may be deemed necessary or proper by the board of trustees shall be under bond in an amount not less than Ten Thousand Dollars ($10,000.00) nor more than One Hundred Thousand Dollars ($100,000.00) with some surety company authorized to do business in the State of Mississippi to faithfully perform the duties of his office. For community hospitals located in a county having a population of one hundred thousand (100,000) or more according to the most recent federal decennial census, the bond shall be in an amount not less than Fifty Thousand Dollars ($50,000.00) nor more than Five Hundred Thousand Dollars ($500,000.00). Premiums for the bonds shall be paid from funds of the community hospital.
(8) The members of the board of trustees of a community hospital may, at the discretion of the board, choose to participate in any hospital medical benefit plan or health insurance plan, whether self-funded or otherwise, which may be in effect for hospital employees. Any member of the board of trustees choosing to participate in such plan shall pay the same amount for his or her participation in the plan as hospital employees are required to pay for their participation in such plan.
SECTION 3. Section 37-115-50, Mississippi Code of 1972, is amended as follows:
37-115-50. For purposes of Sections 37-115-50 and 37-115-50.1, the following terms shall have the following meanings:
(a) "Academic medical center" means the teaching, research, and clinical facilities and services provided, established, or operated by a public university under Chapter 115, Title 37, Mississippi Code of 1972.
(b) "Health sciences school" means any school of medicine, dentistry, nursing, pharmacy and any other health care-related educational program operated or provided by an academic medical center in this state.
(c) "Health care collaborative" means any consolidation or collaboration involving the academic medical center and any other public, private, for-profit or nonprofit health care facilities and providers.
SECTION 4. The following shall be codified as Section 37-115-50.2, Mississippi Code of 1972:
37-115-50.2. (1) The Legislature finds and declares all of the following:
(a) The academic medical center and health care collaboratives organized under Section 37-115-50.1, together with the Board of Trustees of State Institutions of Higher Learning under which the academic medical center operates, are each (acting individually and collectively) performing essential public functions on behalf of the state, and other governmental entities in the state.
(b) The needs of the residents of Mississippi can best be served by the academic medical center and health care collaboratives having the legal, financial and operational flexibility to take full advantage of opportunities and challenges presented by the evolving health care environment and to take whatever actions are necessary to enable the academic medical center and health care collaboratives' continuation as a health system which provides the finest possible quality of care consistent with reasonable costs and which serves the health care needs of uninsured, underinsured residents in addition to its scientific and educational missions.
(c) In this environment, the academic medical center and its health care collaboratives must have the ability to respond to changing conditions by having the power to develop efficient and cost-effective methods and structures to provide for health care needs, while maintaining a public mission and character. Further, the academic medical center is a political subdivision of the state. Accordingly, the Legislature finds that there is a compelling interest in establishing a structure and process for the academic medical center to adapt to this dynamic environment, to operate efficiently, to offer competitive health care services, to respond more effectively to new developments and regulatory changes in the health care area, and to continue to serve and promote the health, wellness and welfare of the citizens of Mississippi. The acquisition, operation and financing of hospitals and other health care facilities by the academic medical are hereby declared to be for a public and governmental purpose and a matter of public necessity.
(d) The geographic areas served by the academic medical center and its health care collaboratives include rural populations and other groups that experience significant health disparities. Health disparities are differences in health status when compared to the population overall, often characterized by indicators such as higher incidence of disease and/or disability, increased mortality rates, and lower life expectancies. Rural risk factors for health disparities include geographic isolation, lower socioeconomic status, higher rates of health risk behaviors, and limited access to healthcare specialists and subspecialists. As a result of these health disparities, the residents of areas served by the academic medical center and its health care collaboratives have high rates of mortality and morbidity, heart disease, cancer, and other illnesses. The areas also include a high percentage of uninsured individuals and Medicaid patients, which are medically underserved groups. The academic medical center and its health care collaboratives have demonstrated their ability to provide high-quality healthcare and to improve health conditions and outcomes as well as access to care. This act will significantly strengthen the ability of the academic medical center and its health care collaboratives to serve the health care needs of the residents of their service areas.
(e) The investment of significant public assets by the academic medical center, the academic medical center's investment in health care collaboratives and their collective efforts to provide high quality health care services to medically underserved populations are jeopardized by potential limits on the ability of the academic medical center and its health care collaboratives to collaborate and consolidate with other public, private and nonprofit health care facilities and providers. The Legislature expressly finds that the benefits of collaboration and consolidation by the academic medical center and its health care collaboratives outweigh any adverse impact on competition. The benefits of the academic medical center and its health care collaboratives efforts to collaborate and consolidate include, but are not limited to, preserving and expanding needed health care services in its service areas; consolidating unneeded or duplicative health care services; enhancing the quality of, and expanding access to, health care delivered to medically underserved and rural populations; and lowering costs and improving the efficiency of the health care services it delivers. Based on the findings contained in this section, the Legislature hereby affirmatively expresses a policy to allow the academic medical center and health care collaboratives to consolidate with hospitals, health care facilities and other health care providers and to engage in collaborative activities consistent with their health care purposes, notwithstanding that those consolidations and collaborations may have the effect of displacing competition in the provision of hospital or other health care related services. In engaging in such consolidations and collaborations with other hospitals, health care facilities and providers, the academic medical center and its health care collaboratives (acting individually or collectively) shall be considered to be acting pursuant to clearly articulated state policy as established in this act and shall not be subject to federal or state antitrust laws while so acting. With respect to the consolidations, collaborative activities and other activities contemplated in this act, the academic medical center and its health care collaboratives (acting individually or collectively) and the public, private or nonprofit entities with which it (or they) consolidate(s), collaborate(s), or enter(s) into any of the transactions set forth in this act, shall be immune from liability under the federal and state antitrust laws and those activities are provided with state action immunity from federal and state antitrust laws to the fullest extent possible.
(f) In furtherance of the findings and authorizations contained in paragraph (e) above, if a court of competent jurisdiction were to find that any of the activities of the academic medical center and its health care collaboratives (acting individually or collectively) authorized hereunder would be immune from the application of state and federal antitrust laws under the state action antitrust immunity doctrine pursuant to applicable jurisprudence only if such activities were subject to what has come to be known in relevant antitrust jurisprudence as "active supervision" by the state, the Legislatures finds that the academic medical center and its health care collaboratives are subject to direct and indirect supervision of the Board of Trustees of State Institutions of Higher Learning, which supervision has been, is currently, and is required to continue to be actively exercised by such constitutional body of state government such that, even if such judicial requirement were applied to the academic medical center and its health care collaboratives with respect to application of the state action antitrust immunity doctrine, the academic medical center and each of its health care collaboratives (acting individually or collectively), when exercising its powers under this act, shall enjoy immunity from the application of state and federal antitrust laws.
SECTION 5. The following shall be codified as Section 37-115-50.3, Mississippi Code of 1972:
37-115-50.3 (1) In addition to all powers granted in Section 37-115-50.1, subject to any required approval of the Board of Trustees of State Institutions of Higher Learning, the academic medical center and its health care collaboratives (acting individually or collectively) shall be empowered hereunder:
(a) To acquire hospitals, health care facilities and other healthcare-related operations and assets, through direct purchase, merger, consolidation, lease or other means;
(b) To form, establish, fund and operate nonprofit corporations, nonprofit limited liability companies, state-sponsored entities or other similar organizations, either directly or through a nonprofit corporation formed by the academic medical center and its health care collaboratives (acting individually or collectively), which are jointly owned with other public or private hospitals, for-profit or nonprofit corporations, or other healthcare-related organizations, for the purpose of conducting activities within or outside of the service area the academic medical center or its health care collaboratives for the benefit of the academic medical center and its health care collaboratives including, but not limited to, joint hospital acquisitions, group purchasing, clinically integrated networks, payor contracting, and joint requests for federal and state grants and funding;
(c) To make capital contributions, loans, debt or equity financing to or for any joint venture or similar arrangement in which the academic medical center and its health care collaboratives (acting individually or collectively), or any nonprofit corporation formed or owned by the academic medical center or one of its health care collaboratives, has or acquires an ownership interest, and to guarantee loans and any other obligations for such purposes;
(d) To have an ownership interest in, make capital contributions to, and assume financial risk under, accountable care organizations or similar organizations;
(e) To enter into any contract for a term of any length, regardless of whether the length or term of the contract exceeds the term of the board of trustees of a health care collaborative;
(f) To create, establish, acquire, operate or support subsidiaries and affiliates, either for-profit or nonprofit, to assist the academic medical center and its health care collaboratives (acting individually or collectively) in fulfilling its purposes;
(g) To create, establish or support nonaffiliated for-profit or nonprofit corporations or other lawful business organizations that operate and have as their purposes the furtherance of the purposes of the academic medical center and its health care collaboratives (acting individually or collectively);
(h) Without limiting the generality of any provisions of this section, to accomplish and facilitate the creation, establishment, acquisition, operation or support of any such subsidiary, affiliate, nonaffiliated corporation or other lawful business organization, by means of loans of funds, acquisition or transfer of assets, leases of real or personal property, gifts and grants of funds or guarantees of indebtedness of such subsidiaries, affiliates and nonaffiliated corporations;
(i) Subject to the approval of the Board of Trustees of State Institutions of Higher Learning (where applicable), to exercise all powers granted hereunder in such a manner as the academic medical center and its health care collaboratives (acting individually or collectively) may determine to be consistent with the purposes of this act, including the state action immunity provided by this act from state and federal antitrust laws to the fullest extent possible, notwithstanding that as a consequence of such exercise of such powers it engages in activities that may be deemed "anticompetitive" or which displace competition within the meaning or contemplation of the antitrust laws of this state or of the United States.
SECTION 6. It is the intent of the Legislature that this act be liberally construed so as to give effect to the intent, purposes and findings described in this act, and insofar as the provisions of this act may be inconsistent with the provisions of any other law, the provisions of this act shall be controlling.
SECTION 7. Section 75-21-13, Mississippi Code of 1972, is amended as follows:
75-21-13. (1) No corporation shall acquire directly or indirectly, the whole or any part of the capital stock of any competing corporation doing business in this state, nor directly or indirectly acquire the franchise, plant or equipment of any other competing corporation doing business in this state if such other corporation be engaged in the same kind of business and be a competitor therein, where the effect of such acquisition of stock, franchise, plant or equipment may be to substantially lessen competition or to restrain trade or competition in the state, or any community thereof, or tend to create a monopoly of any line of commerce and will be inimical to public welfare. This section shall not apply to corporations purchasing such stock in payment of an indebtedness, and not using the same by voting, or otherwise, to bring about or attempting to bring about, the substantial lessening of competition. Provided, however, that fire and marine insurance corporations may own stock in other insurance companies and may be licensed to do business in this state, or authorized to continue business in this state, but the state insurance commissioner may refuse permission to any company to be licensed in the first instance or he may subsequently revoke the license of any company if it appears after notice and hearing that to permit one (1) insurance corporation owning stock in a competing corporation to continue to do business in this state would be injurious to, or contrary to the public interest.
(2) The provisions of this chapter shall not apply to:
(a) A board of trustees of a community hospital acting in accordance with Section 41-13-35(5)(t) through (ee); or
(b) The academic medical center and its health care collaboratives acting in accordance with Sections 37-115-50.2 and 37-115-50.3.
SECTION 8. This act shall take effect and be in force from and after its passage.