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Regents' Policy Manual - Section 3.5: UNM Health Sciences Center Board of Directors

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Adopted Date: 12-14-2010
Amended: 02-14-2012
Amended: 02-11-2013

Applicability

This policy applies to the clinical, operational, financial, research, and educational affairs of the UNM Health Sciences Center (“HSC”) and the UNM Health System established under RPM 3.4. This policy defines the roles and responsibilities of the UNM Health Sciences Center Board of Directors (“HSC Board of Directors”). 

Policy

The Regents hereby create and designate the HSC Board of Directors to oversee and govern the clinical, operational, financial, research, and educational affairs of the HSC and the UNM Health System.  The members of the HSC Board of Directors shall act only as a Board, and individual directors shall have no power as such.  In all cases, the HSC Board of Directors shall conduct its meetings and affairs in compliance with the New Mexico Open Meetings Act, NMSA 1978 § 10-15-1 et seq., and its records shall be subject to the New Mexico Inspection of Public Records Act, NMSA 1978 § 14-2-1 et seq.

1. Composition

The HSC Board of Directors shall consist of seven (7) members appointed by the President of the Board of Regents as provided in RPM 1.2 and shall consist of the following members:

  • Three (3) of the members of the HSC Board of Directors shall be Regents; and

  • Four (4) of the members of the HSC Board of Directors shall be individuals who are not employees or officers of UNM or any of the component schools, colleges, or units of the HSC having the following characteristics: an established record of success in business, education, his or her profession, or research; an understanding of, an appreciation for, and a desire to support the non-profit, educational, and safety-net principles of an academic health center; and, recognized leadership on either a regional, statewide, or nationwide basis in areas of focus of the HSC.  In this regard, one of the community members of the HSC Board of Directors shall be the sitting Chair of the UNM Hospitals Board of Trustees.

The specific terms of office of each member of the HSC Board of Directors and the method and manner for appointment and/or reappointment to the HSC Board of Directors shall be as specified in the HSC Board Bylaws.

2.  Bylaws

Bylaws for the operation of the HSC Board of Directors (“HSC Board Bylaws”), and any and all amendments thereto, shall be subject to Regent review and approval. 

3. Scope of Authority

The Regents hereby delegate, on a continuing basis, to the HSC Board of Directors the responsibility and authority for overseeing and governing the affairs of the HSC and the UNM Health System to the maximum extent permitted by the Constitution and laws of the State of New Mexico, as interpreted, from time to time, by the courts; provided, however, that consistent with the Regents' constitutional and statutory responsibilities, the Regents retain the right to consider, determine, and act upon any matter relating to the HSC and its component units in the exercise of their sound discretion.  Subject to the foregoing, the Regents hereby delegate to the HSC Board of Directors as follows:

3.1. The HSC Board of Directors shall have authority to act upon the following:

  1. Compliance by the HSC and each of the component schools, colleges, and units within the HSC and the employees thereof with applicable federal and state health care regulatory requirements as well as HSC-wide policies with respect thereto.

  2. Compliance by the HSC and each of the component schools, colleges, and units within the HSC and the employees thereof with the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act, the HIPAA Regulations, and the University’s HIPAA compliance program as well as HSC-wide policies with respect thereto.

  3. The licensure, accreditation, planning, patient care, medical staff matters, quality assurance, and relationship with the component schools and colleges within the HSC and the other component units of the HSC. This shall include monitoring the outcomes of accreditation reviews and other peer evaluations. As to the UNM Hospital, the UNM Cancer Center, and UNM Sandoval Regional Medical Center (“SRMC”), review at least annually reports relating to licensure, including special services, accreditation, planning, patient care, medical staff matters including quality assurance, and any appropriate corrective action, and relationships with the schools and colleges comprising the HSC.

  4. At appropriate intervals to be determined by the HSC Board of Directors, reports of financial matters relating to each school or college comprising the HSC as well as the Office of Research for the HSC, the UNM Hospital, UNM Cancer Center, UNM Medical Group (“UNMMG”), UNM SRMC (and such other and future clinical enterprises and/or subsidiaries as may exist as a part of the HSC) including expenses and revenue by source, patient days and visits, and other pertinent financial data and information and financial planning.

  5. The substantive aspects of policies and programs related to the educational philosophy and objectives of the HSC; assessing the HSC’s educational and student activities, research activities, and associated support programs for their relationship to the University’s mission, vision, and values, as well as quality measures, productivity, and cost; oversight of the manner in which the University’s policies are administered as they affect the HSC and HSC faculty.

  6. The HSC’s strategies in enrollment management, retention, and student diversity at each of its component schools and colleges and in their respective educational programs.

  7. Assuring effective input from the HSC student, faculty, and staff advisors to the HSC Board of Directors.

  8. Subject to RPM 7.8 (describing financial settlements), claims and/or lawsuits involving the HSC and/or the schools and colleges comprising the HSC, the UNM Hospital, UNMMG, UNM SRMC (and such other and future clinical enterprises and/or subsidiaries as may exist as a part of the HSC) and the development of a loss control program with respect thereto.   

3.2.  Matters as to which the HSC Board of Directors shall review and make recommendations to the Regents for final approval:

  1. Strategic planning and master facility planning for HSC clinical, educational, and research enterprise activities. In this connection, the HSC shall coordinate any such strategic plans and/or master facility planning with those under the purview of the President of the University.

  2. Developments, including pending legislation, involving significant changes in health care delivery and financing.

  3. New degrees, courses, and curriculum changes required by State law or desired by the colleges and schools comprising the HSC to promote academic excellence at the HSC.

  4. Tuition and fees to be charged at the colleges and schools comprising the HSC.

  5. The establishment or disestablishment of colleges, schools, and graduate divisions, organized multi-campus research units and other major research activities, special training programs, and public service undertakings.

  6. Establishing an annual HSC educational and research enterprise strategic plan for the University.

  7. Proposing changes to Regents’ policies relative to HSC academic and student affairs.

  8. The HSC faculty tenure and promotion process to ensure expected outcomes are achieved in attracting and retaining outstanding faculty at the HSC and making recommendations to the Regents with respect to potential improvements thereto.

  9. The appointment of individuals to serve as members of the Boards of Directors of UNMMG and UNM SRMC, and such other and future subsidiary corporations formed to support the HSC consistent with the provisions of the University Research Park and Economic Development Act (“URPEDA”).

  10. The formation of one or more corporations in the future under the URPEDA to support the strategic plans and mission of the HSC and its component units.

  11. The transfer of money, personal property, and real property to any one or more URPEDA corporations formed by the Regents to support the HSC and its component units and the proposed terms thereof.

  12. Review budget requests and proposed legislation.

4.  Relationship and Reporting to the Board of Regents

With the exception of matters within the jurisdiction of the Regents’ Audit Committee, the HSC Board of Directors shall report their recommendations for approval and actions taken to the Board of Regents, as a committee of the whole, at the Regents’ next regularly scheduled meeting.  The HSC, the HSC Board of Directors, and the Chancellor for Health Sciences shall coordinate their activities in the area of capital and operational budgeting, proposed legislation, strategic planning, transfer of assets, and master facility planning with those of the Board of Regents and its applicable committees and the Office of the President of the University.  In this connection, actions and/or recommendations of the HSC Board of Directors in respect to annual capital and/or operational budgeting for the HSC shall be reported to the Board of Regents for normal consideration consistent with procedures established by the Board of Regents relative to the annual capital and/or operation budget of the remainder of the University. The Chancellor for Health Sciences, and/or designee(s), shall no less than semi-annually present a detailed financial report and budget status concerning all of its units and business to the Regents’ Finance & Facilities Committee.    

Similarly, the HSC, the HSC Board of Directors, and the Chancellor for Health Sciences shall cooperate and coordinate their activities with those of the Regents’ Audit Committee and of the University’s Internal Audit Department. 

All Regent committees established by the Regents for the oversight of the University as a whole shall, if the matter affects or impacts the HSC or the UNM Health System, or is otherwise subject to the jurisdiction of the HSC Board of Directors as set forth in this Policy, shall be presented for review and approval by the HSC Board of Directors prior to presentation to the Regents for final approval.

5.  Relationship to Subsidiary Corporations

The respective Boards of Directors of UNMMG, UNM SRMC and any and all other future subsidiary corporations formed by the University to support the mission of the HSC under and pursuant to the URPEDA or any successor statute thereto, shall have authority to manage the affairs of that subsidiary corporation within the parameters established by a Memorandum of Agreement to be executed by and between the HSC and each such subsidiary corporation and approved by the Board of Regents to ensure the alignment of the strategic and long-term plans of each of the component units of the HSC.  In this connection, the HSC Board of Directors shall oversee, provide strategic guidance, and monitor the clinical, business, research, educational, and development operations of the subsidiary corporations as described more fully above. 

References

New Mexico Open Meetings Act, NMSA 1978 § 10-15-1 et seq.; New Mexico Inspection of Public Records Act, NMSA 1978 § 14-2-1 et seq.; University Research Park and Economic Development Act, NMSA 1978 § 21-28-1 et seq.; RPM 3.4 “Health Sciences Center and Services”;  RPM 3.6 “UNM Hospital Board of Trustees”; RPM 3.7 “Institutional Compliance Program”