Board of Visitors minutes :: February 4, 1994 :: University of Virginia Library

RESOLUTION TO ESTABLISH A MANAGED HEALTH CARE PROGRAM IN CENTRAL VIRGINIA

REPORT ON THE ACTIONS OF THE EXECUTIVE COMMITTEE ON JANUARY 5, 1994

REALLOCATION OF GENERAL OBLIGATION BOND AUTHORIZATION FROM THE LIBRARY STORAGE FACILITY PROJECT TO THE MINOR HALL PROJECT

ATTACHMENT A

ADDENDUM TO THE OFFICIAL MINUTES OF THE MEETING OF THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA

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RESOLUTION TO ESTABLISH A MANAGED HEALTH CARE PROGRAM
IN CENTRAL VIRGINIA

The following resolution was adopted:

WHEREAS the University of Virginia Health Services Foundation (the "Foundation"), in conjunction with Novalis Corporation, has conducted a study of a proposed managed health care program in Central Virginia;
WHEREAS the study and external review provide information suggesting that a health care entity be incorporated that will offer a managed care product in the region, in conjunction with other health care organizations, physicians, and other providers;
WHEREAS an affiliate of Novalis Corporation, Health Networks of America, Inc., can make available through a license agreement the Novalis Program, consisting of materials and services to create and operate a managed care entity of the type contemplated by the study;
WHEREAS it is proposed that the University and the Foundation jointly form a new for-profit corporation to offer the managed care product and to enter into a license agreement with Health Networks of America, Inc. for the Novalis Program, subject to terms acceptable to the University and the Foundation;
RESOLVED that the University participate with the Foundation in establishing a for-profit corporation to offer a managed care product using the Novalis Program under license agreement with Health Networks of America, Inc., subject to the negotiation of terms in that agreement acceptable to the University;
FURTHER RESOLVED that the University join with the Foundation on an equal basis to invest the funds needed to capitalize the corporation, provided that the University's share of such investment does not exceed $4.55 million, and that the University receive in return governance rights and shares of stock commensurate with its investment, while protecting the University and the Commonwealth from responsibility for the debts or other obligations of the corporation.
FURTHER RESOLVED that the Foundation's involvement in creation and ownership of the for-profit corporation described in this resolution is approved pursuant to Section II.C of the Policy on University-Related Foundations.
FURTHER RESOLVED that the Rector form a special committee consisting of at least the Chair of the Finance Committee and the Chair of the Health Affairs Committee, as well as others, who are authorized to decide the actual amount of funds to be invested by
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the University, the sources of those funds, the governance structure of the for-profit corporation, the terms of the license agreement, the terms of a joint venture agreement between the University and the Foundation, and any other matters necessary to protect the interests of the University.
FURTHER RESOLVED that the Vice President and Provost for Health Sciences report periodically and at least annually to the Board of Visitors on the creation and operation of the managed care corporation.