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CREATION OF THE UNIVERSITY OF VIRGINIA MEDICAL CENTER OPERATING BOARD

WHEREAS, a special subcommittee of the Board of Visitors, appointed by the Rector, has determined that in order to better operate and manage the Medical Center, the Board should establish a standing subcommittee of the Health Affairs Committee with exclusive responsibility for Medical Center operations;

RESOLVED that the 1996 delegation of authority to the Medical Policy Council is repealed and a standing subcommittee of the Board of Visitors is created, to be known hereafter as the University of Virginia Medical Center Operating Board. The Board shall be the governing board of the Medical Center for Joint Commission on Accreditation of Hospital Organizations purposes, and with the general powers and duties set forth below; and

RESOLVED FURTHER that the Rector and the chairs of the Health Affairs and Finance Committees shall be ex-officio voting members, the Rector shall choose two other members of the Board of Visitors who shall be voting members, and shall name the chair of the University of Virginia Medical Center Operating Board; and

RESOLVED FURTHER that the Board of Visitors may appoint no more than four public members to serve, without compensation save reimbursement of expenses as permitted by University policy, to be non-voting members with initial terms not to exceed four years, with eligibility of reappointment for one additional consecutive four-year term, such that no member shall be eligible to serve more than two successive terms; and

RESOLVED FURTHER that the Vice President and Chief Executive Officer of the Medical Center, the Executive Vice President and Chief Operating Officer of the University, the President of the Clinical Staff of the Medical Center and the Dean/Vice President of the School of Medicine shall serve as non-voting advisory members; and

RESOLVED FURTHER that the University of Virginia Medical Center Operating Board shall have the following duties and responsibilities:

• 1. Carrying out the mission of the Medical Center, which is to provide excellence and innovation in the care of patients, the training of health professionals, and the creation and sharing of health knowledge.


• 2. Developing a reporting matrix that shows the lines of authority within the Medical Center and indicates the key persons involved.


• 3. Establishing policies, promoting performance improvement and providing for organizational management and planning, including but not limited to, the delivery of quality patient care; providing for medical staff credentialing and appointments to the medical staff; financial management including annual operating and capital budgets; risk management; and the use of the Medical Center for professional graduate medical education; and adopting resolutions, as necessary and appropriate, for the governance of the Medical Center.


• 4. Approving medical staff bylaws and other medical staff rules and regulations and ensuring that the medical staff is accountable to the University of Virginia Medical Center Operating Board for the quality of care provided to patients, including inpatient and outpatient services.


• 5. Providing for appropriate medical staff participation in governance, including but not limited to providing for representation by the medical staff at meetings of the University of Virginia Medical Center Operating Board.


• 6. Approving the selection of a vice president and chief executive officer who is responsible for managing the Medical Center based on criteria established by the University of Virginia Medical Center Operating Board.

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• 7. Providing for compliance with applicable laws and regulations, and policies of the Board of Visitors.


• 8. Establishing appropriate standards for contracted services provided in the Medical Center.


• 9. Assuring the collaboration of administrators and physician leaders in developing, reviewing and revising policies and procedures.


• 10. Providing for methods of conflict resolution among the leaders and among persons under their leadership.


• 11. Other duties as may be delegated from time-to-time by the Board of Visitors.

RESOLVED FURTHER that the University of Virginia Medical Center Operating Board shall report its actions to the Health Affairs Committee at the following meeting of the Committee; and

RESOLVED FURTHER that appropriate officials of the University are authorized to take all actions necessary to carry out this resolution; and

RESOLVED FURTHER that all affiliated organizations providing clinical services or professional graduate medical education using University of Virginia facilities or resources shall, as a condition of their use of such facilities or resources, be subject to the authority of and the policies (including medical staff bylaws) adopted by the University of Virginia Medical Center Operating Board with respect to the provision of clinical services and professional graduate medical education at or in University of Virginia facilities; and

RESOLVED FURTHER that all such policies relating to the provision of clinical services or professional graduate medical education adopted by the University of Virginia Medical Center Operating Board shall likewise govern the professional graduate medical education and clinical activities of affiliated organizations at or in non-University

facilities and the University of Virginia Medical Center Operating Board is directed to take steps necessary to ensure that the aforesaid policies, and any changes thereto, are in a timely way communicated to and adopted by such affiliated organizations; and

RESOLVED FURTHER that the Manual of the Board of Visitors of the University of Virginia shall be amended by adding language defining the University of Virginia Medical Center Operating Board and its responsibilities to Section 3.25; and

RESOLVED FURTHER that this resolution and the Manual of the Board of Visitors of the University of Virginia shall serve as the bylaws of the University of Virginia Medical Center Operating Board; and

RESOLVED FURTHER that this authorization shall continue in effect until repealed or otherwise modified by the Board of Visitors.