CA Health & Safety Code Section 101854

(a)

The authority established pursuant to this chapter shall be governed by a board of governors that is appointed, both initially and continually, by the board of supervisors. The board of supervisors, in the enabling ordinance, shall specify the number of members and the composition of membership of the board of governors, the qualifications for individual members, the manner of appointment, selection, or removal of board of governors members, their terms of office, and all other matters that the board of supervisors deems necessary or convenient for the conduct of the board of governors. Notwithstanding any other law, at the board of supervisors’ discretion and as specified in the enabling ordinance, the board of governors may consist entirely of members of the board of supervisors or may include any number of the members of the board of supervisors or county officers or employees appointed to represent the interest of the county.

(b)

The board of supervisors, either during or after the formation of the authority, may modify the number, length of terms, qualifications, method of appointment, and provisions for all other matters pertaining to the board of governors by subsequent ordinance.

(c)

The board of supervisors shall adopt bylaws for the authority that, among other things, shall specify the officers of the board of governors, the time, place, and conduct of meetings, and other matters that the board of supervisors deems necessary or appropriate to conduct the authority’s activities. The bylaws shall be operative upon approval by a majority vote of the board of supervisors, but may be amended, from time to time, by a majority vote of the board of supervisors.

(d)

Notwithstanding any other law, a member of the board of governors shall not be deemed to be interested in a contract entered into by the authority within the meaning of Article 4 (commencing with Section 1090) of Chapter 1 of Division 4 of Title 1 of the Government Code if either of the following apply:

(1)

The contract is between the authority and the county or an agency of the county, and the member is also a member of the board of supervisors, or is a county officer or employee appointed to represent the interests of the county.

(2)

All the following applies to the member:

(A)

The member was appointed to represent the interests of physicians, health care practitioners, hospitals, pharmacies, or other health care organizations, or beneficiaries.

(B)

The contract authorizes the member or the organization the member represents to provide services to beneficiaries under the authority’s programs.

(C)

The contract contains substantially the same terms and conditions as contracts entered into with other individuals or organizations that the member was appointed to represent.

(D)

The member does not influence or attempt to influence the hospital authority or another member of the authority to enter into the contract in which the member is interested.

(E)

The member discloses the interest to the authority and abstains from voting on the contract.

(F)

The board of governors notes the member’s disclosure and abstention in its official records and authorizes the contract in good faith by a vote of its membership sufficient for the purpose without counting the vote of the interested member.

(e)

Members of the board of governors shall not be vicariously liable for injuries caused by the act or omission of the authority to the extent that protection applies to members of governing boards of local public entities generally under Section 820.9 of the Government Code.

(f)

The board of governors created and appointed pursuant to this chapter is a duly constituted governing body as the term is used in Section 1250 and defined in Section 70035 of Title 22 of the California Code of Regulations.

(g)

In the event of a change of license ownership, the board of governors shall comply with the obligations of governing bodies of general acute care hospitals generally as set forth in Section 70701 of Title 22 of the California Code of Regulations, as currently written or subsequently amended, as well as the terms and conditions of the license. The authority shall be the responsible party with respect to compliance with these obligations, terms, and conditions.