The regular annual meeting of the Board of Directors shall be held on the first Monday of February in each year, provided that the Chairman may, with the concurrence of two other members of the Board of Directors, defer such meeting for a period not to exceed 45 days.
Special meetings of the Board of Directors may, and upon request of two members of the Board shall, be held at such time, date and place as may be determined by the Chairman of the Board of Directors.
No notice need be given of the regular annual meeting of the Board of Directors unless such meeting is deferred as herein provided. Except as otherwise provided herein, written notice of the time and place (but not necessarily the purpose or all of the purposes) of any deferred regular annual or special meeting will be given to each director in person or via mail or telegram addressed to him or her at his or her latest address appearing on the Authority's records. Notice to any director of any such meeting will be sufficient when deposited in the United States mail, with postage prepaid, at least five days before the meeting date, or personally handed to the director or delivered to the telegraph office at least 48 hours prior to the convening of the meeting. Any director may waive notice of any meeting at any time before, during or after the meeting. Attendance of a director at any meeting will automatically evidence his or her waiver of notice of such meeting unless he or she is attending the meeting for the express purpose of objecting to the transaction of business because the meeting has not been properly noticed or convened. No notice of a meeting of directors will be necessary if each of them waives notice in writing or by attendance as aforesaid. Any meeting, once properly noticed (or as to which notice has been waived) and at which a quorum is formed, may be adjourned to another time and place by a majority of those in attendance.
Voting on all matters at meetings of the Board shall be by voice vote. Affirmative, negative and abstaining votes shall be entered in the minutes of the meeting, except that the individual votes of the directors with respect to the election of officers need not be recorded. Any matter submitted to a vote at any meeting of the Board will be resolved by the vote of a majority of those directors present and voting thereon.
The Board of Directors may, by resolution adopted by a majority of the whole Board, name three or more of its members as an Executive Committee. Such Executive Committee will have and may exercise such powers of the Board of Directors in the management of the operations of the Authority while the Board is not in session as may be provided in the Board's resolution, provided that any such Executive Committee shall not be empowered to take any action which by statute must be taken by the Board of Directors nor to take any action in any manner which would constitute or give rise to a violation of applicable laws of the state of Arizona. A majority of those named to the Executive Committee will constitute a quorum of the Committee, and the Executive Committee may at any time act, subject to the limitations set forth above, by the written consent of a quorum thereof, although not formally convened.
Other standing or temporary committees may from time to time be appointed from its own membership by the Board of Directors and be vested with such duties as the Board may by resolution provide, subject to the limitations set forth in rule R4-35-206 hereof.
Minutes shall be kept and maintained reflecting the proceedings and transactions at each regular or special meeting of the Board of Directors. The minutes shall be prepared by, or at the direction of, and signed by, the person acting as secretary at the meeting and shall be attested by the person acting as chairman. All committees will keep regular minutes or other records of their transactions and make such minutes and records available to the Board of Directors.
A director who is present at a meeting of the Board of Directors, or of any committee, at which action is taken on any manner will be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting or unless he or she files written notice of dissent or abstention by registered or certified mail to the Secretary of the Authority immediately after the adjournment of the meeting. A right to dissent will not be available to a director who voted in favor of any action.
All resolutions of the Authority shall be in writing and shall be set forth in the minute books of the Authority. A resolution shall become effective immediately upon adoption unless otherwise provided in the resolution.
The officers of the Authority shall consist of a Chairman, a Secretary, a Treasurer, who shall be elected from among the members of the Board of Directors, and such assistants and other executive or administrative officers as the Board of Directors may from time to time determine. Each assistant officer (in the order, if any, designated by the Board) will be vested with all of the powers and charged with all of the duties (including those specifically set forth herein) of his or her superior officer in the event of such superior officer's absence, disability or inability to act for any reason.
Officers will be elected at the regular annual meeting of the Board of Directors but officers may be elected at any other meeting of the Board when necessary to fill a vacancy in any existing or newly-created office. Officers will continue in office until the election of a successor subject to earlier action pursuant to rule R4-35-304 or rule R4-35-401 below.
The Board of Directors may require any officer or employee to provide a surety bond in a reasonable amount, and conditioned upon the faithful performance of his or her duties, and to comply with such other conditions as may from time to time be established by the Board and by the laws of the state of Arizona.
Provided that a majority of the whole membership thereof concurs, the Board of Directors may at any time, with or without cause, remove any officer of the Authority and declare his or her office or offices vacant. In the case of the absence or disability of any officer or for any other reason considered sufficient, the Board of Directors may temporarily delegate his or her powers and duties to any other officer or to any director.
The salaries, if any, of the officers and employees of the Authority shall be fixed by the Board of Directors, except that no member of the Board may receive compensation for his or her services except as provided in A.R.S. § 36-483.
The Chairman shall preside at all meetings of the Board of Directors and shall have general supervision over the business and affairs of the Authority. Except as otherwise provided herein, or by resolution of the Board of Directors, the Chairman shall sign all orders, contracts and other instruments to be executed on behalf of the Authority.
A Vice-chairman may be elected from among the members of the Board of Directors of the Authority and, except as prohibited by law or these rules and regulations, shall serve as the acting Chairman of the Board of Directors and perform the duties of the Chairman in the event of the absence, disability or inability to act of the Chairman.
The Secretary shall keep the minutes of the meetings of the Board of Directors and, if directed by the Board, perform the same duties for the committees of the Board of Directors; shall give or cause to be given all notices as required by law or these rules and regulations; shall be custodian of the records and the seal, if any, of the Authority; shall, when necessary or appropriate, attest to the signature of the Chairman or Vice-chairman; and shall, in general, perform all customary duties incident to the office of Secretary and such other duties as may be determined by the Board of Directors from time to time.
The Treasurer shall have custody of the funds and securities of the Authority; shall keep full and accurate accounts of receipts and disbursements relating to the operations of the Authority in books and ledgers belonging to the Authority; shall deposit all moneys and other valuable effects in the name or to the credit of the Authority in such depositories as shall be designated by the Board; shall disburse the funds of the Authority in such manner and at such times as may be ordered by the Board, taking proper receipts or vouchers for such disbursements; shall render to the Board, whenever requested by the Board, an accounting of all of the financial transactions and the financial condition of the Authority; and shall, in the event of his or her resignation, retirement, removal or death, deliver or provide for the delivery to the Authority of all books, papers, vouchers, records, ledgers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Authority.
Any director, committee member or officer may resign at any time by written notice delivered or addressed to the Authority at its principal office, and, in the case of the resignation of any director, to the Governor of the state of Arizona. Any such resignation will be effective upon acceptance by the Authority, in the case of any committee member or officer, or by the Governor, in the case of any director, unless, in either case, some later date is specified therein, in which event the resignation will be effective upon the date so specified.
In the event the office of any committee member or officer becomes vacant for any reason, the Board of Directors may, subject to the limitations contained in these rules and regulations, choose a qualified successor to hold such office for the unexpired term.
The Authority may and, to the extent required by law, shall indemnify any and all of its present or former directors, officers, employees and agents to the fullest extent and in the manner provided by the laws of the state of Arizona as in effect from time to time hereafter, provided that such indemnification shall not be exclusive of any rights to which any present or former director, officer, employee or agent may be entitled by agreement or otherwise. The Authority may purchase and maintain insurance on behalf of any present or former director, officer, employee or agent of the Authority against any liability incurred by him or her in any such capacity arising out of his or her status as such, whether or not the Authority would have the power to indemnify such person under the provisions of this rule.
The Authority may adopt an official seal which shall be inscribed with the words: "The Arizona Health Facilities Authority, Seal, 1974, Arizona". Such seal may be affixed by impressing the same or by causing any facsimile or reproduction thereof to be impressed, affixed or reproduced on any document or instrument.
The accounts of the Authority shall be reviewed at least once for each fiscal year and, if directed by the Board, shall be reported upon by an independent certified public accountant or accounting firm selected by the Board of Directors. The Board of Directors may prepare and distribute an annual report containing such information pertaining to the activities and financial condition of the Authority as the Board of Directors may determine.
In the event any matter being considered at any time by the Board of Directors shall involve any hospital, association, enterprise or other entity, transaction, or other matter in or with which any director is or has been involved, or associated, in a professional capacity or otherwise, such relationship shall be fully disclosed to the Board, and counsel for the Authority shall be requested to advise the Board concerning the permissible manner and extent of such director's further participation in connection with the matter being considered by the Board.
Subject to compliance with the provisions of Chapter 6, Title 41, Arizona Revised Statutes, any and all of the provisions hereof may be amended, modified, altered or repealed by a majority vote of those directors present and voting at any regular annual or special meeting of the Board, the notice or waiver of notice for which contains or is accompanied by a general description or the exact test of the portion to be amended, modified, altered or repealed. Any such amendments, modifications, alterations or repeals shall become effective upon the filing of certified copies of these rules and regulations reflecting such changes with the Secretary of State of the state of Arizona in compliance with A.R.S. § 41-1004.
Any participating facility, as that term is defined in A.R.S. § 36-481, shall be eligible to apply for, and receive through the Authority, financing for the acquisition, erection, construction, reconstruction, improvement, remodeling, repair, replacement, alteration, extension, development, furnishing or equipping of a health care facility, as that term is defined in A.R.S. § 36-481, or the refunding at or in advance of maturity of any such participating facility's outstanding bonds or other indebtedness.
The Authority may adopt and revise from time to time general guidelines for the information of prospective financing applicants pertaining to preliminary and final application procedures and other matters concerning the documentation, costs and expenses, and timing involved in the Authority's issuance of bonds on behalf of any participating facility.
A.A.C. Table of Contents
Arizona Administrative Code