Purpose

The Health Affairs Committee shall assist the Board in exercising oversight of the clinical activities of the Health Science Center.

Powers and Responsibilities

The Health Affairs Committee shall review and recommend to the Board of Trustees or the Executive and Compensation Committee the following:

  1. a strategic plan for the Health Science Center’s statewide clinical activities; and
  2. significant transactions related to the Health Science Center’s statewide clinical activities including, but not limited to, the following:
    1. acquisition or disposition of physician practices, hospitals, and other facilities or clinical and ancillary services;
    2. creation of faculty practice plans; and
    3. creation of or participation in joint ventures, corporations, or other legal entities.

Composition of the Committee

The Health Affairs Committee shall be composed of the following:

  1. Vice Chair of the Board, Chair of the Audit Committee, Chair of the Finance and Administration Committee, and Chair of the Trusteeship Committee, all of whom shall serve as ex officio voting members; and
  2. President of the University and Executive Vice President of the University, both of whom shall serve as ex officio non-voting members (but shall not be counted for quorum purposes).

If one of the ex officio voting members is not the immediate past Vice Chair of the Board, the immediate past Vice Chair shall serve as an ex officio voting member of the Committee.

If one of the ex officio voting members is not from Shelby County or the Ninth Congressional District, a Trustee from Shelby County or the Ninth Congressional District shall be appointed as a voting member of the Committee in the same manner as appointments are made to other standing committees of the Board.

From time to time, the Vice Chair of the Board may recommend to the Board of Trustees that another Trustee with professional or business expertise that would be particularly beneficial to the Health Affairs Committee be appointed as an at-large voting member. The Chair of the Finance and Administration Committee shall serve as Chair of the Health Affairs Committee. The President shall designate one or more members of his or her senior administrative staff to provide staff support to the Committee.

Meetings

Required Number and Call
The Committee shall meet at least three times annually, in conjunction with regular meetings of the Board of Trustees or at any other time upon the call of the Committee Chair. A meeting may also be called by the Chair of the Board, the Vice Chair of the Board, the President, or by the Secretary of the University upon the written request of two members of the Committee.

Notice
Notice of Committee meetings shall be given to all Committee members. Notice may be given by regular mail, electronic mail, or facsimile transmission. At least seven (7) days’ notice shall be given when feasible, but less notice may be given when there is a need for urgent action by the Committee. If written notice is not feasible, by reason of urgency or other exigent circumstance, notice may be given by telephone.

All meetings of the Committee shall be open to the public unless otherwise provided by the Tennessee Open Meetings Act or a judicially-recognized exception to the Act.

Agenda
An agenda shall accompany the notice of every meeting of the Committee when feasible, but when not feasible, the notice shall state the purpose or purposes for which the meeting is called.

Development of the Committee agenda shall be the responsibility of the Committee Chair, in consultation with the President and designated Committee staff. The agenda shall list in outline form each matter to be considered at the meeting. The Committee may use a consent agenda in the manner provided by the Bylaws.

Matters not set forth on the agenda or in the notice may be considered only upon an affirmative vote of a majority of the entire Committee.

Quorum
A quorum shall be a majority (more than one-half) of the voting members of the Committee. In the absence of a quorum, those attending may adjourn the meeting until a quorum is present.

Minutes
Committee staff shall prepare minutes of all Committee meetings, review the minutes with the Committee Chair, and provide the minutes to all Committee members before the next Committee meeting.