University of Virginia Library

APPROVAL OF ARTICLES OF INCORPORATION, CORPORATE BY-LAWS,
AND BOARD OF DIRECTORS FOR HEALTH PARTNERS, THE JOINT
VENTURE CORPORATION BETWEEN THE UNIVERSITY OF VIRGINIA
MEDICAL CENTER AND THE UNIVERSITY OF VIRGINIA HEALTH
SERVICES FOUNDATION

The following resolution was adopted:

• WHEREAS with authority granted the University's Board of Visitors by 1994 legislation of the General Assembly of Virginia pertaining to the operations of the Medical Center (Sec. 23-77.3 of the Code of Virginia) to create joint ventures, the Health Affairs Committee of the Board of Visitors approved in February 1995, formation of a new non-profit corporation, involving the Medical Center and the Health Services Foundation,

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  to conduct activities that are externally oriented, require partnership between these two organizations, and may entail forming partnerships with other providers and businesses; and
• WHEREAS this new corporation, to be known as Health Partners, is subject to the University's Policy on University-related Foundations and any other provisions that the President deems appropriate to monitor the activities of the corporation; and
• WHEREAS the University was authorized to invest $4,000,000, from the Medical Center to capitalize the corporation, with future funding from the Medical Center to be authorized by the Executive Committee of the Board of Visitors, based on the corporation's budget; and
• WHEREAS the Health Affairs Committee and the Executive Committee of the Board of Visitors were authorized to approve articles of incorporation, by-laws and any additional items associated with creation of the corporation, including composition of the board of directors; and
• WHEREAS the articles of incorporation and by-laws for Health Partners have been prepared and reviewed by appropriate University officials, and the establishment of a seven member board of directors is proposed in said articles, consisting of five ex officio members whose positions are listed in the articles, and two public directors who are not officers or employees of the University or the Health Services Foundation and who, except for the initial two public directors, are to be elected by the board of directors;
• RESOLVED that the articles of incorporation, by-laws, and composition of the board of directors of Health Partners, Inc., with the initial two public directors to be chosen by the President of the University, be approved.