Private Acts of 1957 Chapter 107

SECTION 1. That a non-profit Hospital District, to be known and designated Williamson County Hospital, is hereby created and established for and in behalf of Williamson County, Tennessee.

SECTION 2. The Williamson County Hospital District shall be located within the geographic boundary lines established by the state of Tennessee for Williamson County, Tennessee.

SECTION 3. The Williamson County Hospital District shall be controlled by a board of trustees, eleven (11) in number, all of whom shall be citizens and residents of Williamson County, over the age of twenty-one (21) years, who shall serve without compensation (this office being honorary and not constituting a county office), the manner and for the terms hereinafter provided; and provided that at no time shall there be more than four (4) members of such board of trustees who are also members of the Williamson County Board of Commissioners, and provided further that all members of the board of trustees and/or members of the Williamson County Board of Commissioners shall be subject to the Tennessee state statutes dealing with personal interests of officers.

SECTION 4. The initial members of the Board of Trustees shall be A. J. Maxwell, A. G. Overby and R. E. Hinson, each of whom shall serve for a term of two (2) years; H. C. Meacham, Herbert McCall and E. E. Byars, each of whom shall serve for a term of three (3) years; and J. L. Ridley, Fred Cowart and R. P. Huff, who shall each serve for terms of four (4) years. The County Executive of Williamson County shall be an ex-officio voting member of such board. Additionally, the immediate past Chief-of-Staff of the medical staff of the Williamson Medical Center, or a designee of the Williamson County Medical Center medical staff if the Chief-of-Staff is unable to serve, shall be an ex-officio voting member of the Board of Trustees serving a two (2) year term which will commence on the date his term expires as Chief-of- Staff. The final member of the Board of Trustees shall be a member in good standing of the active medical staff of Williamson County Hospital. To select this member of the Board of Trustees the active medical staff of the hospital shall submit to the Board of Trustees a list of three (3) nominees for the position. The Board of Trustees shall then by recorded vote recommend one of the three nominees to the Williamson County Board of Commissioners for election for a three (3) year term. The terms of office of the initial members shall begin on the second Monday in April, 1957. Thereafter, the successor trustees shall be elected by the county commission for Williamson County for a period of three (3) years in chronological order in accordance with the expiration of the initial trustees' terms, such elections to be held at the May term of the commission at which time the initial trustees and their successors' terms shall expire, with three (3) trustees being elected at that time so that at all times there shall be nine (9) active successor trustees, the county executive, part Chief-of-Staff (or designee), and active medical staff member. In the event any one (1) or more of the trustees, so named and elected by the county commission, refuses to serve, resigns, or dies while in office, a successor or successors shall be named by the county commission at the next regular session and such trustee or trustees shall hold office until the term of the office to which he or she was appointed expires.

SECTION 5. That the Williamson County Board of Commissioners shall be required to elect the successor trustees from among three (3) nominees for the office, one (1) nominee for each vacancy, whose names have been submitted to the Williamson County Board of Commissioners by the remaining trustees, not less than fifteen (15) days prior to the expiration of the term of those trustees, whose successors are to be elected; provided, however, the Williamson County Board of Commissioners may elect by a two-thirds (2/3) vote of the quorum of the commission, successor trustees or a successor trustee, not nominated by the remaining trustees.

SECTION 6. That any Trustee or Trustees whose term has expired shall continue to serve until his successor or successors shall have been elected in the manner herein provided. In the event of the death or resignation of a Trustee or Trustees prior to the expiration of his or their term, their successors shall be elected to the unexpired term in the same manner as the deceased or retiring Trustee was elected and in accordance with the provisions hereof. Any Trustee shall be eligible for re-election. The Board of Trustees shall elect a Chairman and Secretary from among its members; shall meet at least monthly, and more often if necessary; and shall keep complete, permanent and public records and minutes reflecting all business and transactions of the Board.

SECTION 7. The Board of Trustees be vested with full, absolute and complete authority and responsibility for the operation, management, conduct and control of the business and affairs of the Hospital District herein created. This authority and responsibility shall include, but shall not be limited to, the power:

(a) the establish, promulgate and enforce the rules, regulations, and policies of the Hospital District;

(b) to grant or refuse medical staff privileges;

(c) to upkeep and maintain all property;

(d) to administer all financial affairs of the Hospital District;

(e) to execute all contracts, agreements and other instruments except as otherwise provided in this Act;

(f) to employ, compensate, discharge and supervise all personnel;

(g) to borrow money and issue its bonds or notes for the purpose of carrying out the business and affairs of the Hospital District; provided that all bonds and notes issued by the Hospital District shall be payable solely from the revenues of the Hospital District. Such bonds may be executed and delivered by the Hospital District at any time and from time to time, may be in such form and denomination and with such terms and maturities, may be in fully registered form or in bearer form registerable either as to principal or interest or both and bear such conversion privileges and be payable in such installments and at such time or times not exceeding forty (40) years from the date thereof, may be payable at such place or places, whether within or without the State of Tennessee, may bear interest at such rate or rates payable at such time or times and in such place or places and evidenced in such manner, may be executed by the officers of the Hospital District, and may contain provisions not inconsistent herewith, all as shall be provided in the proceedings of the Board of Trustees whereunder such bonds or notes shall be authorized to be issued. If deemed advisable by the Board of Trustees, there may be retained in the proceedings under which any bonds or notes of the Hospital District are authorized to be issued an option to redeem all or any part thereof as may be specified in such proceedings, at such price or prices and after such notice or notices and on such terms and conditions as may be set forth in the proceedings and as may be briefly recited in the face of the bonds or notes, but nothing herein contained shall be construed to confer on the Hospital District any right or option to redeem any bonds except as may be provided in the proceedings under which they shall be issued. The bonds or notes of the Hospital District may be sold at public or private sale for such price and in such manner from time to time as may be determined by the Board of Trustees to be most advantageous, and the Hospital District may pay all expenses, premiums and commissions which its Board of Trustees may deem necessary or advantageous in connection with the issuance thereof. Any bonds or notes of the Hospital District at any time outstanding may at any time and from time to time be refunded by the Hospital District by the issuance of its refunding bonds or notes in such amount as the Board of Trustees may deem necessary. The Board of Trustees of the Hospital District shall also have such additional powers with respect to the issuance of bonds and notes as shall be set forth in Parts 1, 3 and 10 of Chapter 21, Title 9, Tennessee Code Annotated, relating to providing security for such bonds or notes and covenanting with the holders of such bonds or notes, and the holders of such bonds or notes shall have such remedies as shall be provided therein and the effectiveness and priority of pledges and liens and the exemption from taxation shall be governed by the provisions thereof; provided, however, that the Board of Trustees of the Hospital District shall not have the power to borrow money and issue its bonds or notes to this subsection (g) if the maturity thereof is greater than three (3) years unless the Board of Commissioners of Williamson County has adopted a resolution approving such action;

(h) to mortgage or pledge any or all of the properties of the Hospital District, whether then owned or thereafter acquired, and to pledge the revenues and receipts of the Hospital District as security for the payment of its bonds or notes and any agreements made in connection therewith; provided, however, that the Board of Trustees shall not have the power to mortgage any land owned or operated by the Hospital District; and provided further, that the Board of Trustees of the Hospital District shall not have the power to mortgage or pledge any properties of the Hospital District pursuant to this subsection (h) unless the Board of Commissioners of Williamson County has adopted a resolution approving such action;

(i) to acquire, whether by purchase, gift or lease, and to improve, maintain, equip and furnish all real and personal properties which the Board of Trustees may deem necessary in connection with the business and affairs of the Hospital District;

(j) to grant easements with respect to all properties which the Hospital District owns or operates;

(k) to sell or lease to others any real or personal properties which the Hospital District owns or operates; provided, however, that the Board of Trustees shall not have the power to sell any real property owned or operated by the Hospital District and shall not have the power to lease substantially all of the facilities owned or operated by the Hospital District to one or more other entities in a single transaction or a series of related transactions;

(l) to sue and be sued;

(m) to acquire shares of stock in any corporation and enter into joint ventures and partnerships with other entities; provided that such action does not jeopardize the tax-exempt status of Williamson County or the Hospital District and provided further that such corporation, joint venture or partnership is engaged in providing health care services to residents of Williamson County, Tennessee, or services related to the provision of such health care services; and provided, however, that any obligation incurred by the Hospital District as a result of its being a stockholder, joint venturer or partner shall be payable solely out of revenues received by the Hospital District; and,

(n) to guarantee loans or obligations of other entities; provided, however, that any such guarantee shall be payable solely out of the revenues received by the Hospital District. Notwithstanding any other provision of the Act, as amended, the Board of Trustees shall not have the power to enter into any agreement entrusting to any other entity management of all or substantially all of the facilities owned or operated by the Hospital District.

(o) to establish and operate integrated delivery systems through which it may contract with other health care providers, governmental entities and third party payers to coordinate the delivery of health care services, and to manage utilization and costs for such services, for the residents of Williamson County; proprietors, owners and employees of businesses and not-forprofit organizations located in Williamson County, and employees of governmental entities in Williamson County.

SECTION 8. The board of trustees shall have authority to employ and fix the compensation of a hospital administrator, whose duties and responsibilities shall be determined and described by the Board of Trustees.

SECTION 9. (a) The board of Trustees shall annually cause to be prepared and filed with the Williamson County Commission, for informational purposes, a budget reflecting all estimated receipts and disbursements of the corporation.

(b) The board of trustees shall cause to be prepared and filed with the Williamson County Commission for informational purposes, annual audited financial statements within one hundred twenty (120) days after the end of each fiscal year of the corporation.

SECTION 10. That the Williamson County Commission is hereby authorized to appropriate to the Hospital District from the general funds of the County such sums as may be required to commence the operation of said District, and thereafter such sums as may be required to pay any deficits arising in the operation and maintenance of said District; and are authorized and empowered, also, to levy a tax sufficient for this purpose upon all taxable property within said County, which tax shall be a special tax and shall be in addition to the levy for general County purposes.

SECTION 11. That this act shall have no effect unless the same shall have been approved by two-thirds of the Quarterly County Court of Williamson County, Tennessee. Upon such approval this act shall become effective immediately, the public welfare requiring it; the approval or lack of approval by said Quarterly County Court shall be proclaimed by the presiding officer of said Court and shall be certified by him to the Secretary of State as promptly as is reasonably possible.

Passed: February 21, 1957.