§ 25A-3. Governing body.

(a)

Composition. The governing body of the Trust shall be a Board of Trustees composed of seven (7) voting members none of whom shall be employees of the Trust. Provided further that, if required by applicable law, regulation, or accreditation body, the governing body shall include at least one (1) member who is a physician authorized to practice medicine in the State of Florida. The voting membership shall be selected in accordance with Section 25A-3(d).

(b)

Qualifications. Each member of the Board of Trustees shall be a United States citizen and a permanent resident and duly qualified elector of Miami-Dade County, unless the Board of County Commissioners waives the residency requirement by a two-thirds vote of its membership, and shall be of an outstanding reputation of integrity, responsibility, and commitment to serving the community. Before entering upon the duties of office, each appointee to voting membership on the Board of Trustees shall give bond in the amount of one hundred thousand dollars ($100,000.00) to the Clerk of the Commission for the faithful performance of the duties of office and shall take the prescribed oath of office. Trustees shall serve without compensation but shall be entitled to reimbursement for necessary expenses, including the expense of performance bonds, incurred in the discharge of their duties.

(c)

Modified applicability of Conflict of Interest and Code of Ethics Ordinance. The Miami-Dade County Conflict of Interest and Code of Ethics Ordinance (hereinafter referred to as the "Conflict of Interest Ordinance"), Section 2-11.1. of the Code of Miami-Dade County, Florida, shall be applicable to the members of the Board of Trustees of the Public Health Trust only in the manner and to the extent hereinafter provided. It is declared to be the intent of the Commission, as expressed in this subsection, to provide that the Conflict of Interest Ordinance shall not operate to preclude individuals from serving as Trustees on the basis of interests relating to Miami-Dade County when such interests do not conflict with the Trust.

Wherever in the Conflict of Interest Ordinance reference is made to Miami-Dade County, that reference shall be deemed and construed to be a reference to the Public Health Trust; wherever in the Conflict of Interest Ordinance reference is made to the Board of County Commissioners, that reference shall be deemed and construed to be a reference to the Board of Trustees of the Public Health Trust; and wherever in the Conflict of Interest Ordinance reference is made to the Commissioners of the Board of County Commissioners, that reference shall be deemed to be a reference to the voting members of the Board of Trustees of the Public Health Trust.

(d)

Appointment and removal of Trustees. Five (5) Voting Trustees shall be appointed by resolution of the Board of County Commissioners after having been selected by the Commission from persons nominated by a Nominating Council established and described herein. Within a reasonable time prior to the expiration of a Trustee's term, and no later than May 1, the Nominating Council shall submit to the Commission a list of nominees containing a total number of names which is equal to one (1) nominee for each vacancy on the Board of Trustees plus, at the discretion of the Nominating Council, up to two (2) additional nominees. The Commission shall select and appoint the voting Trustees from the list of nominees submitted by the Nominating Council. The Nominating Council shall select each nominee by individual majority vote. In the event of a tie vote, the candidate shall not be designated as a nominee.

(1)

The Nominating Council, hereinafter known as the Public Health Trust Nominating Council, shall be comprised of the following nine (9) voting members: five (5) voting Trustees of the Public Health Trust as designated by the Chairperson of the Public Health Trust; the President of the South Florida AFL-CIO or his or her designee; the Chairperson of the Board of County Commissioners or a Commissioner designated by the Chairperson; the Mayor or his or her designee; and the Chairperson of the Miami-Dade Legislative Delegation or another member of the delegation appointed by Chairperson of the Miami-Dade Legislative Delegation. The Chairperson of the Trust shall chair the Nominating Council and the Nominating Council shall elect one (1) of its members as Vice-Chairperson. The presence of four (4) Council members shall be necessary and sufficient to constitute a quorum for the transaction of business at all meetings of the Nominating Council. When being considered for reappointment any Voting Trustee under consideration shall absent himself or herself from the Nominating Council meetings during the discussions on the reappointment and shall not vote on, or participate in any way, in said matter. The Mayor and the County Attorney shall provide appropriate staff support to the Council. The sole function of the Nominating Council shall be to solicit, screen (including, but not limited to, reference reviews and background screening of each nominee), interview and recommend for appointment the best qualified candidate for each vacancy on the Trust Board. The membership of the Board of Trustees should be representative of the community at large and should reflect the racial, gender, ethnic and disabled make-up of the community. The Council should consider the most current demographic statistics from Miami-Dade County. Said Council and the procedures under which it will operate shall be approved by the Board of County Commissioners. All meetings of the Nominating Council shall be audio recorded and minutes of the proceedings shall be transcribed and maintained by the Clerk of the Board of the County Commission.

(2)

The Commission may ratify appointment of the remaining Voting Trustees as follows: One (1) member of the Trust Board shall be designated by the Mayor in writing, and a copy thereof shall be filed with the Clerk of the Commission: one (1) member of the Trust Board shall be designated by the Chairperson of the Miami-Dade Legislative Delegation in writing, and a copy thereof shall be filed with the Clerk of the Commission. Upon receipt of any written designation to fill a designated vacancy by the Mayor or the Chairperson of the Miami-Dade Legislative Delegation, the Clerk of the Commission shall serve copies on the Nominating Council. The Nominating Council shall conduct reference reviews and background screening for each designee. Upon completion, the Council shall submit the results to the Clerk of the Commission. The Clerk shall serve copies of the written designations and the review and screening results to the Commission. The designations then shall be presented at the next regularly scheduled Commission meeting for review. Absent any disapproval at the next regularly scheduled Commission meeting, the designees shall be deemed ratified by the Commission and shall be deemed appointed to the Trust Board.

(3)

At any time that the Commission has established a Financial Recovery Board under Section 25A-9(c)(5) herein, then upon expiration thereof, the members of the Recovery Board shall become the Voting Trustees of the reestablished Board of Trustees. The Nominating Council shall convene not less than ninety (90) days prior to the conclusion of the tenure of Financial Recovery Board for the purpose of assigning the members of the expiring Recovery Board to staggered initial terms as voting members of the reestablished Board of Trustees and submitting said assignments to the Commission for ratification and appointment by resolution. The Nominating Council shall stagger the initial terms for the voting members of the reestablished Board of Trustees as follows: (i) one (1) voting member designated by the Nominating Council shall serve an initial term of four (4) years; (ii) two (2) voting members designated by the Nominating Council shall serve an initial term of three (3) years; (iii) two (2) voting members designated by the Nominating Council shall serve an initial term of one (1) year: and (iv) the two (2) voting members designated by the Mayor or Miami-Dade Legislative Delegation shall serve an initial term of two (2) years each. Voting members appointed to the reestablished Board of Trustees for a term of less than three (3) years shall remain eligible to serve three (3) consecutive and complete terms of two (2) years. Voting members appointed to an initial term of three (3) or more years shall be eligible to serve one (1) additional term of three (3) years.

In the event of a vacancy during the term of a voting Trustee, the Trust shall notify the Commission of the vacancy and shall request that it be filled as part of the annual appointment process or by special convening of the Public Health Trust Nominating Council. An appointment made to fill a vacancy created during a term in progress shall not count toward the tenure limits described in subsection (e).

A Trustee may be removed by a majority vote of the Board of County Commissioners for cause.

(e)

Tenure of Trustees. The five voting Trustees appointed by resolution of the Board of County Commissioners shall serve staggered terms of three (3) years each. Said voting Trustees shall be permitted to serve no more than two (2) consecutive and complete terms of three (3) years each. The designee of the Mayor shall serve a term of two years, and shall be permitted to serve no more than three consecutive and complete terms of two years. The designee of the Chairperson of the Miami-Dade Legislative Delegation shall serve a term of two years, and shall be permitted to serve no more than three consecutive and complete terms of two years. Notwithstanding the prior provisions, the term of the designee of the Mayor and the term of the designee of the Chairperson of the Miami-Dade Legislative Delegation shall expire when the successor Mayor and successor Chairperson respectively appoint new designees. Maximum years of service limitations shall continue to be governed by section 2-11.38.2 of the Code.

(f)

Organization, powers and duties of the Board of Trustees. The Board of Trustees shall organize after the members thereof have qualified to serve and shall elect one (1) of its voting members as Chairperson and one (1) of its voting members as Vice-Chairperson and shall designate a Secretary who may or may not be a member of the Board, and such other officers as the Board of Trustees may determine to be necessary. In addition:

(1)

The Board of Trustees shall hold regular meetings in accordance with the bylaws of the Trust and the Board may hold such other meetings as it deems necessary. The Trust shall hold and televise regular meetings of the Board of Trustees at the main campus of Jackson Memorial Hospital or in Commission chambers. The regular meetings shall not conflict with the meeting schedule for the Board of County Commissioners or its committees. At the discretion of the Trust, other meetings may be held and televised in the Commission chambers. The Trust shall request use of Commission chambers for regular or other meetings of the Board of Trustees through the Chairperson of the Board of County Commissioners. The Chairperson of the Board of County Commissioners shall have final authority to approve the scheduling of such regular or other meetings of the Board of Trustees in the Commission chambers. A copy of each agenda item for regular meetings of the Board of Trustees shall be furnished to the voting members of the Board of Trustees not later than four (4) working days before a vote may be called on the item. The provisions of this four (4) day requirement shall be deemed waived unless asserted by a voting member before the Board of Trustees takes action on the resolution, motion or other item in question. If any regular, special or other meeting of the Board of Trustees held in Commission chambers shall commence or continue past regular working hours of County staff whereby overtime charges or other expenses are incurred, then the Trust shall not be charged, billed, or obligated to pay or reimburse the County for any such overtime charges or other expenses. Except as provided by law, all meetings of the Board shall be public and audio recorded and written minutes of the proceedings thereof shall be maintained by the Office of Internal Audit, as such term is hereafter defined. All actions taken at the meetings of the Board shall be promptly and properly recorded. Copies of all minutes and resolutions of the Board shall be forwarded to the Clerk of the Board of County Commissioners no later than ten (10) days subsequent to any meeting of the Board of Trustees.

(2)

In exercising the powers and carrying out the duties otherwise provided by this chapter, the Board of Trustees shall have the powers, duties, and responsibilities customarily vested in Trustees and, to the extent not in conflict therewith, shall also have the powers, duties and responsibilities customarily vested in the Board of Directors of a private corporation.

(3)

As governing body of the Trust, the Board of Trustees shall exercise supervisory control over the operation, maintenance, and governance of all designated facilities and of all functions and activities taking place in connection with the operation of designated facilities.

(4)

The Board of Trustees shall make, adopt and amend bylaws and rules and regulations for the Board's governance and for the operation, governance, and maintenance of designated facilities. Such bylaws and amendments thereto shall not be valid until approved by the Board of County Commissioners and shall not, without, approval of the Commission, be inconsistent with ordinances of the County. Unless otherwise provided in the bylaws approved by the Board of County Commissioners, no item shall be placed on an agenda of a regular meeting of the Board of Trustees or considered by the Board of Trustees, unless the item has been considered first by a committee of the Board of Trustees and forwarded after such consideration to the full Board of Trustees as hereinafter provided. A committee of the Board of Trustees may take one of the following actions with respect to each matter before the committee for action:

(i)

Recommend favorably;

(ii)

Recommend favorably with committee amendment(s);

(iii)

Forward without recommendation, upon the unanimous vote of the members of the committee who are present;

(iv)

Receive a report;

(v)

Lay the matter on the table resulting in the matter not being placed on an agenda of the Board of Trustees; or

(vi)

Defer or take no action on an item for a maximum of two consecutive committee meetings. Deferral of or failure to act on a matter beyond two consecutive meetings shall cause the matter to be laid on the table, as set forth in the preceding subparagraph. Notwithstanding any other provision of this section, whenever action can not be taken because the vote of the committee members on an item has resulted in a tie, and no other available motion on an item is made and approved before the next item is called for consideration or before a recess or adjournment is called, whichever occurs first, the item shall be deemed to be laid on the table, as set forth in the preceding subparagraph; such item shall be reintroduced only in accordance with the renewal provisions of subparagraph (x) of this section.

(vii)

An item that has not been considered by a committee may be placed on the agenda of the Board of Trustees if the chairperson of the committee to which the item has been referred requests a waiver in writing and the Chairperson of the Board of Trustees concurs.

(viii)

A matter that has not been considered by a committee may be placed on the agenda of the Board of Trustees to meet a public emergency of the Public Health Trust as determined in writing by the Chairperson of the Board of Trustees. Time sensitive matters with little or no financial impact may be placed on an agenda of the Board of Trustees by the Chairperson of the Board of Trustees without having been considered by a committee.

(ix)

Any committee action taken pursuant to subparagraph (i) through (vi) of this section may be reconsidered only at the same meeting at which the action was taken. A motion to reconsider an item resulting in a tie vote is out of order and no such motion may be reconsidered.

(x)

Once an item is laid on the table in a committee, the proposed item may not be brought before that committee again during the three (3) month period following the date the item is laid on the table (subject to the provisions of subparagraph (ix) hereof), unless an application for renewal made by two-thirds ( 2/3 ) of the committee members is first submitted to the chairperson of the committee.

(xi)

The following matters may be heard directly by the Board of Trustees: special or citizen's presentations; resolutions recommending to the Commission the naming or renaming of Trust designated facilities; settlements; resolutions related to contract lobbyist conflict waiver requests; and resolutions expressing intent. In addition, the Trust bylaws, adopted in accordance with this Chapter, may delineate additional matters that may be heard directly by the Board of Trustees without committee deliberation.

(5)

The Board of Trustees shall be empowered to appoint a Chief Executive Officer of the Trust and to remove such an appointee. There shall be a special Trust Compensation and Evaluation Committee which shall consist of seven (7) voting members including the Chairperson of the Public Health Trust, three (3) Trustees appointed by the Chairperson of the Public Health Trust, the Mayor or a Commissioner designated by the Mayor and the Chairperson of the Board of County Commissioners and a Commissioner designated by the Chairperson, or, alternatively, in the discretion of the Commission Chairperson, two (2) Commissioners designated by the chairperson of the Board of County Commissioners. The special Compensation and Evaluation Committee shall make recommendations to the Trust through the Trust Executive Committee regarding compensation for the Trust Chief Executive Officer. The Board of Trustees shall annually evaluate the performance of the Trust Chief Executive Officer and refer such evaluation to the special Trust Compensation and Evaluation Committee for the compensation recommendation it deems appropriate, based on the Board's performance evaluation of the Trust Chief Executive Officer.

(6)

There shall be a Trust/Medical Schools Annual Operating Agreement Negotiating Committee (the "Trust/Medical Schools AOA Committee"). The Trust Chief Executive Officer shall have responsibility to negotiate the Annual Operating Agreements with the University of Miami and Florida International University and shall submit their recommendations regarding the Annual Operating Agreements to the Trust/Medical Schools AOA Committee for its review and approval. The Trust/Medical Schools AOA Committee shall make recommendations regarding the Annual Operating Agreements to the Board of Trustees. The Trust/Medical Schools AOA Committee shall consist of seven (7) voting members including the Chairperson of the Public Health Trust, four (4) Trustees appointed by the Chairperson of the Public Health Trust, the Mayor or designee, and the Chairperson of the Board of County Commissioners or designee.

(g)

Designation of office space and the hiring of staff. It shall be within the discretion of the Trust to designate office space and to hire staff to direct and coordinate Trust activities.

(h)

Protection from personal liability. The Trustees shall be included as insured within the terms of the comprehensive general and professional liability insurance policies of the County for the protection of individual members of County boards while such members are acting within the scope of their duties. The Trustees shall while acting within the scope of their duties also be entitled to personal liability protection, to the same extent that members of other County boards have such protection, from funds set aside by the County to satisfy claims not payable from insurance proceeds by virtue of loss deductible clauses in liability insurance policies. The Board of Trustees shall be empowered to obtain such additional Trustees' liability insurance as the Board shall determine to be necessary, and the expense of such insurance shall be an expense of the Trust.

(Ord. No. 73-69, § 3, 7-30-73; Ord. No. 76-65, § 1, 7-6-76; Ord. No. 80-81, § 1, 7-15-80; Ord. No. 82-116, § 1, 12-21-82; Ord. No. 83-43, § 1, 6-21-83; Ord. No. 88-6, § 1, 2-2-88; Ord. No. 91-63, § 1, 6-18-91; Ord. No. 93-144, § 1, 12-14-93; Ord. No. 94-67, § 1, 5-3-94; Ord. No. 98-40, § 1, 3-31-98; Ord. No. 02-5, § 1, 1-29-02; Ord. No. 03-182, § 4, 9-9-03; Ord. No. 05-85, § 1, 5-3-05; Ord. No. 05-216, § 1, 12-6-05; Ord. No. 06-53, § 1, 4-25-06; Ord. No. 09-97, § 1, 11-3-09; Ord. No. 10-30, § 1, 5-4-10; Ord. No. 10-54, §§ 1, 2, 9-21-10; Ord. No. 10-55, § 1, 9-21-10; Ord. No. 10-57, § 1, 9-21-10; Ord. No. 11-25, § 1, 5-3-11; Ord. No. 11-29, § 1, 5-3-11; Ord. No. 11-40, § 2, 7-7-11; Ord. No. 12-113, § 1, 12-18-12; Ord. No. 14-54, § 1, 6-3-14; Ord. No. 17-75, § 1, 10-3-17; Ord. No. 19-15, § 1, 2-20-19)

Annotations— CAO's 76-26, 77-65, 77-68, 79-29, 80-28, 81-38.