Chapter 233

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).

233.04(9) (9) Provide, on a monthly basis, the secretary of administration with such financial and statistical information as is required by the secretary of administration.

233.04(10) (10) If Children’s Hospital and Health System ceases to operate a poison control center under s. 255.35, administer a statewide poison control program.

233.04 History History: 1995 a. 27 ss. 1770g, 6301; 1995 a. 216; 1997 a. 35, 237; 2001 a. 105; 2007 a. 109, 130; 2009 a. 180; 2011 a. 10.

233.05 233.05 Lease and affiliation agreements.

233.05(1) (1) 

233.05(1)(a) (a) Beginning on July 1, 1997, and any July 1 thereafter, a lease agreement under s. 233.04 (7) and an affiliation agreement under s. 233.04 (7m) are automatically extended for one year unless all of the following occur in the one-year period immediately preceding such date:

233.05(1)(a)1. 1. The board of directors or the board of regents adopts a resolution opposing the automatic extensions or the joint committee on finance takes action opposing the automatic extensions.

233.05(1)(a)2. 2. The party opposing the automatic extensions under subd. 1. provides written notice of its opposition to the other parties specified in subd. 1.

233.05(1)(b) (b) If a lease agreement and an affiliation agreement are not automatically extended on any July 1 under par. (a), the lease and affiliation agreements are not automatically extended on any subsequent July 1 unless in the one-year period immediately preceding such date each party that opposed the automatic extensions withdraws its opposition and notifies the other parties specified in par. (a) 1. of such withdrawal.

233.05(2) (2) 

233.05(2)(a) (a) Beginning on July 1, 1997, and any July 1 thereafter, a lease agreement under s. 233.04 (7g) or an affiliation agreement under s. 233.04 (7p) is automatically extended for one year unless all of the following occur in the one-year period immediately preceding such date:

233.05(2)(a)1. 1. The board of directors or the board of regents adopts a resolution opposing the automatic extension or the joint committee on finance takes action opposing the automatic extension.

233.05(2)(a)2. 2. The party opposing the automatic extension under subd. 1. provides written notice of its opposition to the other parties specified in subd. 1.

233.05(2)(b) (b) If a lease or affiliation agreement is not automatically extended on any July 1 under par. (a), the lease or affiliation agreement is not automatically extended on any subsequent July 1 unless in the one-year period immediately preceding such date each party that opposed the automatic extension withdraws its opposition and notifies the other parties specified in par. (a) 1. of such withdrawal.

233.05 History History: 1995 a. 216; 2007 a. 109.

233.10 233.10 Appointment of employees; employee compensation and benefits.

233.10(1) (1) The authority shall employ such employees as it may require and shall determine the qualifications and duties of its employees. Appointments to and promotions in the authority shall be made according to merit and fitness.

233.10(2) (2) Subject to subs. (3), (3r) and (3t) and ch. 40, the authority shall establish any of the following:

233.10(2)(a) (a) The compensation of the employees of the authority.

233.10(2)(b) (b) The kinds of leave to which an employee of the authority is entitled, including paid annual leave of absence, paid sick leave, and unpaid leave of absence, except that unused sick leave accumulated prior to July 1, 1997, shall be carried over and made available for the employee’s use for appropriate sick leave purposes or for conversion as provided under s. 40.05 (4) (b), (be), (bm), or (bp).

233.10(2)(c) (c) Any other employment benefits to which an employee of the authority is entitled.

233.10(3) (3) 

233.10(3)(a) (a) In this subsection and sub. (4), “carry-over employee” means an employee of the authority who satisfies all of the following:

233.10(3)(a)1. 1. The employee is offered employment by the authority on or before June 29, 1996.

233.10(3)(a)2. 2. Immediately prior to beginning employment with the authority, the employee was employed by the state other than in an academic staff appointment.

233.10(3)(a)3. 3. The position in which the employee was employed under subd. 2. was at the University of Wisconsin Hospitals and Clinics.

233.10(3)(c) (c) If an employee of the authority is a carry-over employee, the authority shall, when setting the terms of the carry-over employee’s employment during the period beginning on June 29, 1996, and ending on June 30, 1997, do all of the following:

233.10(3)(c)1. 1. Pay to the carry-over employee the same compensation that the employee would have received if he or she were employed by the state in the position at the University of Wisconsin Hospitals and Clinics on June 29, 1996.

233.10(3)(c)2. 2. Grant to the carry-over employee, except when he or she is on an unpaid leave of absence, a paid holiday on each of the days specified in s. 230.35 (4) (a) as of the last day of the employee’s employment as a state employee and holiday compensatory time off as specified in s. 230.35 (4) (b) as of the last day of the employee’s employment as a state employee if the employee was entitled to those benefits on that day.