§ 44–951.04. Board of Directors.
*NOTE: This section includes amendments by emergency legislation that will expire on October 12, 2023. To view the text of this section after the expiration of all emergency and temporary legislation affecting this section, click this link: Permanent Version.*
(a)(1)(A) The Corporation shall be governed by a Board of Directors, which shall consist of 13 members, 11 of whom shall be voting members and 2 of whom shall be non-voting members.
(B) Of the voting members, the Mayor shall appoint 6 members, with the advice and consent of the Council, and the Council shall appoint 3 members.
(C) The Chief Financial Officer of the District of Columbia, or his or her designee, and a representative of the entity maintaining the largest collective bargaining agreement with the Corporation, with that representative not being an employee of the Corporation, shall serve as voting ex officio members.
(D) The Chief Executive Officer of the Corporation and the Chief Medical Officer of the Corporation shall serve as non-voting ex officio members.
(2) Members shall have business or management expertise in health-systems management or integrated care-delivery systems or experience as a:
(A) Practicing physician;
(B) Nursing executive;
(C) Finance officer;
(D) Labor manager; or
(E) Contract manager.
(b)(1) The terms of the voting members of the initial Board shall be as follows:
(A) Two members appointed by the Mayor and one member appointed by the Council shall serve 3-year terms;
(B) Two members appointed by the Mayor and one member appointed by the Council shall serve 2-year terms; and
(C) Two members appointed by the Mayor and one member appointed by the Council shall serve one-year terms.
(2) All subsequent voting-member appointees shall serve 3-year terms.
(c) The Mayor shall submit the names of the Mayor’s nominees to the Council within 10 days of July 7, 2010, for a 45-day period of review. If the Council does not approve or disapprove the nomination, by resolution, within the 45-day review period, the nomination shall be deemed approved.
(d) No fewer than 90 days before the expiration of a member’s term, the Mayor shall submit to the Council the name of a nominee to fill the vacancy. When a vacancy occurs for any reason other than expiration of a term, the Mayor shall submit the name of a nominee to the Council within 45 days after the vacancy occurs for a 45-day period of review. If the Council does not approve or disapprove the nomination, by resolution, within the 45-day review period, the nomination shall be deemed approved. A member appointed to fill a vacancy for an unexpired term shall serve only for the unexpired portion of the term, unless the member is reappointed for a new term.
(e) A Board member whose term has expired may continue to serve until a new member is appointed or for 180 days, whichever first occurs.
(f) The Mayor shall designate a chairperson from among the members who shall serve in that capacity at the pleasure of the Mayor.
(g) A Board member shall not be entitled to compensation but may be reimbursed for actual and necessary expenses incurred for performing his or her official duties. Unless prohibited by law, a Board member may engage in private employment, a profession, or a business.
(h) A Board member shall not be held personally liable for an action taken in the course of his or her official duties and responsibilities.
(i) The Mayor shall remove any Board member for misconduct or neglect of duty, as defined in the Corporation’s bylaws, or for other good cause, after notice to the Board member and the Board.
(j) The Mayor shall immediately suspend any Board member charged with a misdemeanor or felony and shall remove the Board member if the member is found guilty of the charge.
(k) The Board shall maintain regular contact with the Director of the Department of Health, or successor agency, and shall meet with the Director upon the Director’s request.
(l)(1) Subsections (a), (b), (c), (d), (e), and (f) of this section shall expire if:
(A) By September 15, 2019, the Board does not adopt a revised budget for Fiscal Year 2020 that has been certified by the Chief Financial Officer of the District of Columbia as being balanced with a District operating subsidy of $22.14 million or less;
(B) At any time in Fiscal Year 2020, an annual subsidy of more than $22.14 million is required; or
(C) At any time after September 30, 2020, a District operating subsidy of more than $15 million per year is required.
(2) The Chief Financial Officer shall file written notice with the Office of the Secretary to the Council as to whether any of the conditions set forth in paragraph (1) of this subsection has been met.
(m) If any of the conditions set forth in subsection (l)(1) of this section has been met:
(1) The Corporation shall be governed by a Fiscal Management Board, which shall serve as a control board, consisting of 9 members, 7 of whom shall be voting members and 2 of whom shall be non-voting members.
(2) Voting members of the Fiscal Management Board shall include:
(A) The Chief Financial Officer of the District of Columbia, or his or her designee, who shall serve as chair of the Fiscal Management Board;
(B) The Deputy Mayor for Health and Human Services, or his or her designee;
(C) One citizen member from either Ward 7 or Ward 8, appointed by the Mayor, who has experience in public health or health care delivery;
(D) A citizen member, appointed by the Mayor, who has experience serving as the City Administrator of the District of Columbia;
(E) An individual with expertise in hospital management or finance, appointed by the Mayor; and
(F) One representative from each of the 2 unions, selected by each representative union, maintaining the largest collective bargaining units at United Medical Center.
(3) The Chief Executive Officer of the Corporation and the Chief Medical Officer of the Corporation shall serve as non-voting ex officio members.
(4) Members of the Fiscal Management Board shall serve until September 30, 2025, the operations of the hospital have been dissolved, or such time as the Board is reinstated by an act of the Council.
(5) The member listed in paragraph (2)(E) of this subsection shall not be a member of the Board of the Corporation as constituted on May 1, 2021.
(6) In general, each voting member of the Fiscal Management Board shall:
(A) Have experience, knowledge, and expertise in finance, management, and the organization or operation of a business or government;
(B) Not be an individual who provides goods or services to the Corporation, or be employed by an entity that provides goods or services to the Corporation, and is not the spouse, parent, child, or sibling of an individual who provides goods and services to the Corporation; and
(C) Maintain a primary residence or a primary place of business in the National Capital Region.