Chapter 233

233.22   Bonds not public debt.

233.23   State pledge.

233.26   Refunding bonds.

233.40   Hospitals charges.

233.41   Soldiers preferred patients.

233.42   Subject to ch. 150.

233.01 233.01 Definitions. In this chapter:

233.01(1) (1) “Authority” means the University of Wisconsin Hospitals and Clinics Authority.

233.01(2) (2) “Board of directors” means the governing board of the authority.

233.01(3) (3) “Board of regents” means the board of regents of the University of Wisconsin System.

233.01(4) (4) “Bond” means a bond, note or other obligation of the authority issued under this chapter, including any refunding bond, other than the lease agreement or indebtedness described under s. 233.03 (12).

233.01(5) (5) “Bond resolution” means a resolution of the board of directors authorizing the issuance of, or providing terms and conditions related to, bonds and includes, where appropriate, any trust agreement, trust indenture, indenture of mortgage or deed of trust providing terms and conditions for bonds.

233.01(6) (6) “Lease agreement” means the lease agreement that is required to be entered into between the board of directors and the board of regents under s. 233.04 (7) or a lease agreement that is entered into between the board of directors and the board of regents under s. 233.04 (7g).

233.01(7) (7) “On-campus facilities” means facilities that are located on land owned by the state, that are under the control of the board of regents and that are primarily related to the operation of the University of Wisconsin Hospitals and Clinics and its related services.

233.01 History History: 1995 a. 27.

233.02 233.02 University of Wisconsin Hospitals and Clinics Authority: creation; organization of board of directors.

233.02(1) (1) There is created a public body corporate and politic to be known as the “University of Wisconsin Hospitals and Clinics Authority”. The board of directors shall consist of the following members:

233.02(1)(a) (a) Six members nominated by the governor, and with the advice and consent of the senate appointed, for 5-year terms.

233.02(1)(am) (am) Each cochairperson of the joint committee on finance or a member of the legislature designated by that cochairperson.

233.02(1)(b) (b) Three members of the board of regents appointed by the president of the board of regents.

233.02(1)(c) (c) The chancellor of the University of Wisconsin-Madison or his or her designee.

233.02(1)(d) (d) The dean of the University of Wisconsin-Madison Medical School.

233.02(1)(e) (e) A chairperson of a department at the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.

233.02(1)(f) (f) A faculty member of a University of Wisconsin-Madison health professions school, other than the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.

233.02(1)(g) (g) The secretary of administration or his or her designee.

233.02(2) (2) A vacancy on the board of directors shall be filled in the same manner as the original appointment to the board of directors for the remainder of the unexpired term, if any.

233.02(3) (3) A member of the board of directors may not be compensated for his or her services but shall be reimbursed for actual and necessary expenses, including travel expenses, incurred in the performance of his or her duties.

233.02(4) (4) No cause of action of any nature may arise against and no civil liability may be imposed upon a member of the board of directors for any act or omission in the performance of his or her powers and duties under this chapter, unless the person asserting liability proves that the act or omission constitutes willful misconduct.

233.02(8) (8) The members of the board of directors shall annually elect a chairperson and may elect other officers as they consider appropriate. Eight members of the board of directors constitute a quorum for the purpose of conducting the business and exercising the powers of the authority, notwithstanding the existence of any vacancy. The members of the board of directors specified under sub. (1) (c) and (g) may not be the chairperson of the board of directors for purposes of 1995 Wisconsin Act 27, section 9159 (2). The board of directors may take action upon a vote of a majority of the members present, unless the bylaws of the authority require a larger number.

233.02(9) (9) The board of directors shall appoint a chief executive officer who shall not be a member of the board of directors and who shall serve at the pleasure of the board of directors. The chief executive officer shall receive such compensation as the board of directors fixes. The chief executive officer or other person designated by resolution of the board of directors shall keep a record of the proceedings of the authority and shall be custodian of all books, documents and papers filed with the authority, the minute book or journal of the authority and its official seal. The chief executive officer or other person may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that such copies are true copies, and all persons dealing with the authority may rely upon such certificates.

233.02 History History: 1995 a. 27, 216; 2007 a. 109; 2011 a. 10.

233.03 233.03 Powers of authority. The authority shall have all the powers necessary or convenient to carry out the purposes and provisions of this chapter. In addition to all other powers granted by this chapter, the authority may:

233.03(1) (1) Adopt bylaws and policies and procedures for the regulation of its affairs and the conduct of its business.

233.03(2) (2) Sue and be sued; have a seal and alter the seal at pleasure; have perpetual existence; maintain an office; negotiate and enter into leases; accept gifts or grants, but not including research grants in which the grant investigator is an employee of the board of regents; accept bequests or loans; accept and comply with any lawful conditions attached to federal financial assistance; and make and execute other instruments necessary or convenient to the exercise of the powers of the authority.

233.03(5) (5) Procure insurance on its debt obligations.

233.03(7) (7) Subject to s. 233.10 and ch. 40 and 1995 Wisconsin Act 27, section 9159 (4), employ any agent, employee or special advisor that the authority finds necessary and fix his or her compensation and provide any employee benefits, including an employee pension plan.

233.03(8) (8) Appoint any technical or professional advisory committee that the authority finds necessary and define the duties, and provide reimbursement for the expenses, of the committee.

233.03(9) (9) 

233.03(9)(a) (a) With any other person, establish, govern and participate in the operation and financing of any corporation or partnership that provides health-related services, if the articles of incorporation of any such corporation conform with par. (b) and if the corporation or partnership provides the secretary of administration, the legislative fiscal bureau and the legislative audit bureau access to examine any books, records or other documents maintained by the corporation or partnership and relating to its expenditures, revenues, operations or structure. The authority may provide administrative and financial services to any such corporation or partnership.

233.03(9)(b) (b) The articles of incorporation of any corporation under par. (a) shall provide that the secretary of administration, the legislative fiscal bureau and the legislative audit bureau have the access required under par. (a).

233.03(10) (10) Enter into procurement contracts with the board of regents or joint contracts with the board of regents for procurements from 3rd parties and may enter into other contracts, rental agreements and cooperative agreements and other necessary arrangements with the board of regents which may be necessary and convenient for the missions, purposes, objects and uses of the authority authorized by law.

233.03(11) (11) Issue bonds in accordance with ss. 233.20 to 233.26.

233.03(12) (12) Seek financing from, and incur indebtedness to, the Wisconsin Health and Educational Facilities Authority.

233.03(13) (13) Construct or improve facilities that are on state-owned land, if approval requirements under s. 16.85 (14) are met and if the state agency having authority to approve construction or improvement projects on the land approves the project.

233.03(15) (15) Acquire, design, construct or improve any facility that is not located on state-owned land.

233.03(16) (16) Buy, sell and lease real estate.

233.03 History History: 1995 a. 27; 2007 a. 109; 2011 a. 10.

233.03 Annotation Assuming the University of Wisconsin Hospitals and Clinics Authority is not covered by the Peace Act, subch. I of ch. 111—and, thus, is not required to collectively bargain—then it would still have the power to voluntarily bargain. The authority has broad powers to contract with its employees and set their terms of employment, and it could choose to do so via a voluntary collective bargaining process. OAG 1-22.

233.03 Annotation The University of Wisconsin Hospital and Clinics Authority is a private entity without sovereign immunity. Takle v. University of Wisconsin Hospital & Clinics Authority, 402 F.3d 768 (2005).

233.04 233.04 Duties of authority. The authority shall do all of the following:

233.04(1) (1) By October 1, 1997, and annually thereafter, submit to the chief clerk of each house of the legislature under s. 13.172 (2), the president of the board of regents, the secretary of administration and the governor a report on the patient care, education, research and community service activities and accomplishments of the authority and an audited financial statement, certified by an independent auditor, of the authority’s operations.

233.04(2) (2) Subject to s. 233.10, develop and implement a personnel structure and other employment policies for employees of the authority.

233.04(3) (3) Contract for any legal services required for the authority.

233.04(3b) (3b) 

233.04(3b)(a) (a) Except as provided in par. (b), maintain, control and supervise the use of the University of Wisconsin Hospitals and Clinics, for the purposes of:

233.04(3b)(a)1. 1. Delivering high-quality health care to patients using the hospitals and to those seeking care from its programs, including a commitment to provide such care for the medically indigent.

233.04(3b)(a)2. 2. Providing an environment suitable for instructing medical and other health professions students, physicians, nurses and members of other health-related disciplines.

233.04(3b)(a)3. 3. Sponsoring and supporting research in the delivery of health care to further the welfare of the patients treated and applying the advances in health knowledge to alleviate human suffering, promote health and prevent disease.

233.04(3b)(a)4. 4. Assisting health programs and personnel throughout the state and region in the delivery of health care.

233.04(3b)(b) (b) Paragraph (a) does not apply unless a lease agreement under sub. (7) or (7g) and an affiliation agreement under sub. (7m) or (7p) are in effect that comply with all applicable requirements of those provisions. In the event either of these agreements are not in effect, the on-campus facilities and any improvements, modifications or other facilities specified in sub. (7) (c) shall transfer to the board of regents.

233.04(5) (5) Establish the authority’s annual budget and monitor the fiscal management of the authority.

233.04(6) (6) Procure liability insurance covering its officers, employees and agents and procure insurance against any loss in connection with its property and other assets.

233.04(7) (7) Subject to s. 233.05 (1) and 1995 Wisconsin Act 27, section 9159 (2) (k), negotiate and enter into a lease agreement with the board of regents to lease the on-campus facilities beginning on June 29, 1996, for an initial period of not more than 30 years. The lease agreement shall include all of the following:

233.04(7)(a) (a) A provision that requires the authority to pay the state an amount determined under this paragraph for the lease of the on-campus facilities that are leased under the agreement. The amount of the rental payment for the on-campus facilities may not be less than the greater of the following:

233.04(7)(a)1. 1. An amount equal to the debt service accruing during the term of the lease agreement on all outstanding bonds issued by the state for the purpose of financing the acquisition, construction or improvement of on-campus facilities that are leased under the agreement, regardless of whether these bonds are issued before or after the lease agreement is entered into. The definition of “bond” under s. 233.01 (4) does not apply to this subdivision.

233.04(7)(a)2. 2. A nominal amount determined by the parties to be necessary to prevent the lease agreement from being unenforceable because of a lack of consideration.

233.04(7)(b) (b) A provision that requires the authority to conduct its operations in such a way so that it will not adversely affect the exclusion of interest on bonds issued by the state from gross income under 26 USC 103 for federal income tax purposes.

233.04(7)(c) (c) A provision that gives the state ownership of all of the following:

233.04(7)(c)1. 1. Any improvements or modifications made by the authority to on-campus facilities that are leased to the authority under the lease agreement.

233.04(7)(c)2. 2. Any facility that the authority constructs on state-owned land.

233.04(7)(d) (d) A provision that specifies an amount and that exempts any construction or improvement project on state-owned land that costs less than the amount from review and approval under s. 16.85 (14).

233.04(7)(e) (e) Any provision necessary to ensure that the general management and operation of the on-campus facilities are consistent with the mission and responsibilities of the University of Wisconsin System specified in ss. 36.01 and 36.09.

233.04(7)(g) (g) A provision that protects the board of regents from all liability associated with the management, operation, use or maintenance of the on-campus facilities. No such provision shall make the authority liable for the acts or omissions of any officer, employee or agent of the board of regents, including any student who is enrolled at an institution within the University of Wisconsin System, unless the officer, employee or agent acts at the direction of the authority.

233.04(7)(h) (h) A provision on a mechanism for the resolution of disputes.

233.04(7g) (7g) 

233.04(7g)(a) (a) Submit any modification, extension or renewal of the lease agreement under sub. (7) to the joint committee on finance. No extension or renewal of the lease agreement may be for a period of more than 30 years. Modification, extension or renewal of the agreement may be made as proposed by the authority and the board of regents only upon approval of the committee.

233.04(7g)(b) (b) If the committee does not approve an extension or renewal of the agreement, the on-campus facilities and any improvements, modifications or other facilities specified in sub. (7) (c) shall transfer to the board of regents.

233.04(7g)(c) (c) This subsection does not apply to an automatic extension of the lease agreement under s. 233.05 (1).

233.04(7m) (7m) Subject to 1995 Wisconsin Act 27, section 9159 (2) (k), negotiate and enter into an affiliation agreement with the board of regents. The affiliation agreement shall take effect on June 29, 1996. The initial period of the affiliation agreement shall run concurrently with the initial period of the lease agreement under sub. (7), and the affiliation agreement shall include all of the following:

233.04(7m)(a) (a) A provision that ensures the authority retains cash reserves at a level not lower than the level recommended by the independent auditor specified under sub. (1).

233.04(7m)(b) (b) Provisions that ensure support of the educational, research and clinical activities of the University of Wisconsin-Madison by the authority.

233.04(7m)(c) (c) A provision that requires the development of standards relating to the selection and financing by the authority of any corporation or partnership that provides health-related services. The standards shall be consistent with the missions of the authority and the board of regents.

233.04(7m)(d) (d) A provision that requires the board of regents to make reasonable charges for any services provided by the board of regents to the authority.

233.04(7m)(e) (e) A provision establishing a mechanism for the resolution of disputes.

233.04(7p) (7p) 

233.04(7p)(a) (a) Submit any modification, extension or renewal of the affiliation agreement under sub. (7m) to the joint committee on finance. No extension or renewal of the affiliation agreement may be for a period of more than 30 years. Modification, extension or renewal of the agreement may be made as proposed by the authority and the board of regents only upon approval of the committee.

233.04(7p)(b) (b) If the committee does not approve an extension or renewal of the agreement, the on-campus facilities and any improvements, modifications or other facilities specified in sub. (7) (c) shall transfer to the board of regents.

233.04(7p)(c) (c) This subsection does not apply to an automatic extension of the affiliation agreement under s. 233.05 (2).