SB-1180, As Passed House, December 20, 2018

SB-1180, As Passed Senate, December 5, 2018

SUBSTITUTE FOR

SENATE BILL NO. 1180

A bill to amend 2016 PA 560, entitled

"Michigan veterans' facility authority act,"

by amending sections 3, 5, 6, and 7 (MCL 36.103, 36.105, 36.106,

and 36.107); and to repeal acts and parts of acts.

THE PEOPLE OF THE STATE OF MICHIGAN ENACT:

Sec. 3. (1) The Michigan veterans' facility authority is

created as a public body corporate and politic within the

department. The authority shall be administered under the

supervision of the department but shall exercise its prescribed

statutory powers, duties, and functions independently of the

department as an autonomous entity within the department. The

exercise by the authority of the powers conferred by this act is an

essential governmental function of this state.

(2) Notwithstanding the existence of common management, the

authority shall be treated and accounted for as a separate legal

entity with its separate corporate purposes as set forth in this

act. The assets, liabilities, and funds of the authority shall not

be consolidated or commingled with those of this state.

Sec. 5. (1) The authority shall exercise its duties through

~~its~~ a board of directors.

(2) The board shall be made up of ~~9 members as follows:~~ the

following members:

(a) Subject to subsection (7), the director of the department.

(b) Three members with professional knowledge, skill, or

experience in long-term care, health care licensure or finance, or

medicine who represent the interests of 1 or more congressionally

chartered veterans' organizations appointed by the governor with

the advice and consent of the senate.

experience in long-term care, health care licensure or finance, or

medicine appointed by the governor with the advice and consent of

the senate. One of the members appointed under this subdivision

shall be a resident of the Upper Peninsula of this state.

(d) One member appointed by the governor from a list of 2 or

more individuals selected by the majority leader of the senate,

with professional knowledge, skill, or experience in long-term

care, health care licensure or finance, or medicine.

(e) One member appointed by the governor from a list of 2 or

more individuals selected by the speaker of the house of

representatives, with professional knowledge, skill, or experience

in long-term care, health care licensure or finance, or medicine.

(3) The appointed members shall serve for terms of 4 years. Of

the 5 members first appointed, 1 shall be appointed for an initial

term of 1 year, 2 shall be appointed for an initial term of 2

years, and 2 shall be appointed for an initial term of 3 years. The

appointed members shall serve until a successor is appointed. A

vacancy shall be filled for the balance of the unexpired term in

the same manner as the original appointment.

(4) ~~The~~ A director of a state department who is a designated

member of the board may appoint a representative to serve in his or

her absence.

(5) Members of the board shall serve without compensation but

may receive reasonable reimbursement for necessary travel and

expenses incurred in the discharge of their duties.

(6) The director of the department shall serve as chairperson

of the board until ~~1 year after the second facility operated by the~~

~~authority is open and housing veterans.~~ January 1, 2019. At that

time, the board members shall elect a ~~new~~ chairperson who is not

the director of the department or his or her designee.

(7) One year after the second facility operated by the

authority is open and housing veterans, the director of the

department shall then serve as a nonvoting member of the board. A

new member who is a veteran who has professional knowledge, skill,

or experience in long-term care, health care licensure or finance,

or medicine shall be appointed by the governor with the advice and

consent of the senate.

(8) A majority of the appointed and serving members of the

board shall constitute a quorum of the board for the transaction of

business. Actions of the board shall be approved by a majority vote

of the members present at a meeting.

(9) The members of the board shall recommend by name the

appointment of an executive director of the Michigan veterans'

facility authority, to be appointed by the governor. The executive

director is exempt from the classified state civil service and

serves at the pleasure of the governor. The executive director

shall administer the business operations of Michigan veterans'

facilities, as that term is defined under section 2a of 1885 PA

152, MCL 36.2a, veterans' facilities developed and operated under

this act, and the authority. The executive director shall receive

compensation determined annually by the authority.

(10) ~~(9)~~ The authority may employ or contract for legal,

financial, and technical experts, and other officers, agents, and

employees, permanent and temporary, as the authority requires, and

shall determine their qualifications, duties, and compensation. The

board may delegate to 1 or more agents or employees ~~those~~ any

powers or duties, ~~with the~~ and any limitations as on those powers

or duties, that the board considers proper.

(11) ~~(10)~~ The members of the board and officers and employees

of the authority are subject to 1968 PA 317, MCL 15.321 to 15.330,

and 1968 PA 318, MCL 15.301 to 15.310.

(12) ~~(11)~~ A member of the board or officer, employee, or agent

of the authority shall discharge the duties of his or her position

in a nonpartisan manner, with good faith, and with that degree of

diligence, care, and skill that an ordinarily prudent person would

exercise under similar circumstances in a like position. In

discharging ~~the~~ his or her duties, a member of the board or an

officer, employee, or agent, when acting in good faith, may rely

upon the opinion of the authority's counsel, ~~for the authority,~~

upon the report of an independent appraiser selected with

reasonable care by the board, or upon the financial statements of

the authority represented to ~~the member of the board or officer,~~

~~employee, or agent of the authority to be correct~~ him or her by the

~~president~~ executive director, or ~~the~~ an officer of the authority

having charge of its books or account, to be correct, or stated in

a written report by a certified public accountant, or firm of

certified public accountants, ~~fairly~~ to fairly reflect the

financial condition of the authority.

(13) ~~(12)~~ The board shall organize and make its own policies

and procedures. The board shall conduct all business at public

meetings held in compliance with the open meetings act, 1976 PA

267, MCL 15.261 to 15.275. Public notice of the time, date, and

place of each meeting shall be given in the manner required by the

open meetings act, 1976 PA 267, MCL 15.261 to 15.275.

(14) ~~(13)~~ Upon request by a member of the legislature, the

board shall make nonprivileged information regarding the operations

and accounts of the authority and nonprivileged information

regarding the care provided to veterans at a veterans' facility

available to members of the legislature.

Sec. 6. (1) The authority shall have all of the following

powers:

(a) To solicit and accept gifts, grants, and loans from any

person.

(b) To invest any money of the authority at the authority's

discretion, in any obligations determined proper by the authority,

and name and use depositories for its money.

the property, assets, or activities of the authority.

(d) To sue and be sued, to have a seal, and to make, execute,

and deliver contracts, conveyances, and other instruments necessary

to the exercise of the authority's powers.

(e) To make and amend bylaws.

(f) To employ and contract with individuals necessary for the

operation of the authority and 1 or more veterans' facilities.

(g) To make and execute contracts including without limitation

sale agreements, trust agreements, trust indentures, bond purchase

agreements, tax regulatory agreements, continuing disclosure

agreements, ancillary facilities, and all other instruments

necessary or convenient for the exercise of its powers and

functions, and commence any action to protect or enforce any right

conferred upon it by ~~any~~ law, or by any contract or other

agreement.

(h) To engage the services of financial advisors and experts,

legal counsel, placement agents, underwriters, appraisers, and

other advisors, consultants, and fiduciaries as may be necessary to

effectuate the purposes of this act.

(i) To pay its operating expenses and financing costs.

(j) To pledge revenues or other assets as security for the

payment of the principal of and interest on any bonds.

(k) To procure insurance, letters of credit, or other credit

enhancement with respect to any bonds for the payment of tenders of

bonds, or for the payment upon maturity of short-term bonds.

(l) To develop or operate 1 or more veterans' facilities.

(m) To solicit federal funds and other funding sources to

develop veterans' facilities.

(n) To establish or permit to be established on its behalf 1

or more separate nonprofit corporations organized under the

nonprofit corporation act, 1982 PA 162, MCL 450.2101 to 450.3192,

to assist the authority in the furtherance of its public purposes.

(o) ~~(n)~~ To do any and all things necessary or convenient to

carry out its purposes and exercise the powers expressly given and

granted in this act.

(2) When hiring employees for a veterans' facility, the

authority shall give preference to employees currently employed by

~~the~~ a Michigan veterans' facility under 1885 PA 152, MCL 36.1 to

36.12.

(3) In determining the operation and staffing of a veterans'

facility, the authority shall do both of the following:

(a) Consider nationally recognized models and guidelines for

the delivery of health care in veterans' facilities.

(b) Follow the rules and regulations of the civil service

commission.

Sec. 7. (1) It is determined that the creation of the

authority and the carrying out of its authorized duties is in all

respects a public and governmental purpose for the benefit of the

people of this state and for the improvement of their health,

safety, welfare, comfort, and security, and that these purposes are

public purposes and that the authority ~~will be performing~~ performs

an essential governmental function in the exercise of the powers

conferred upon it by this act.

(2) The property, income, and operations of the authority, ~~and~~

~~its income and operations shall be~~ or those of any nonprofit

corporation established by or on behalf of the authority, are

exempt from taxation by this state and any political subdivision of

this state.

(3) ~~In the case of any bonds, the interest on which is~~

~~intended to be exempt from federal income tax, the~~ The authority

shall prescribe restrictions on the use of the proceeds of ~~those~~

~~bonds~~ any bond for which the interest is intended to be exempt from

federal income tax and any related matters as that are necessary to

assure ~~the~~ that exemption. ~~, and the~~ The recipients of the proceeds

of ~~those bonds~~ a bond described in this subsection shall be bound

~~thereby~~ by those restrictions to the extent the restrictions ~~shall~~

be are made applicable to them. ~~Any~~ A recipient of the proceeds of

~~bonds~~ a bond bearing interest ~~that is~~ intended to be exempt from

federal income tax, including, without limitation, this state or

any political subdivision of this state, is authorized to execute a

tax regulatory agreement with the authority and, as to any

political subdivision that is a recipient of the proceeds of ~~bonds~~

a bond bearing interest ~~that is~~ intended to be exempt from federal

income, this state. The execution of a tax regulatory agreement may

be treated as a condition to receiving any proceeds of a bond

issued under this act.

Enacting section 1. Section 4 of the Michigan veterans'