Fla. Stat. § 394.90825 — Florida Code / Title XXIX / Chapter 394 / Part IV / Section 394.90825
394.90825 Boards of behavioral health managing entities; conflicts of interest.
Status: in_force

(1) As used in this section, the term: (a) “Activity” includes, but is not limited to, a contract for goods and services, a contract for the purchase of any real or tangible property, or an agreement to engage with the managing entity for the benefit of a third party in exchange for an interest in real or tangible property, a monetary benefit, or an in-kind contribution. (b) “Conflict of interest” means when a board member or an officer, or a relative of a board member or an officer, of the managing entity does any of the following: 1. Enters into a contract or other transaction for goods or services with the managing entity. 2. Holds a direct or indirect interest in a corporation, limited liability corporation, partnership, limited liability partnership, or other business entity that conducts business with the managing entity or proposes to enter into a contract or other transaction with the managing entity. For purposes of this paragraph, the term “indirect interest” has the same meaning as in s. 112.312. 3. Knowingly obtains a direct or indirect personal, financial, professional, or other benefit as a result of the relationship of such board member or officer, or relative of the board member or officer, with the managing entity. For purposes of this paragraph, the term “benefit” does not include per diem and travel expenses paid or reimbursed to board members or officers of the managing entity in connection with their service on the board. (c) “Managing entity” has the same meaning as in s. 394.9082. (d) “Relative” means a relative within the third degree of consanguinity by blood or marriage.

(2)(a) For any activity that is presented to the board of a managing entity for its initial consideration and approval after July 1, 2021, or any activity that involves a contract that is being considered for renewal on or after July 1, 2021, but before January 1, 2022, a board member or an officer of a managing entity shall disclose to the board any activity that may reasonably be construed to be a conflict of interest before such activity is initially considered and approved or a contract is renewed by the board. A rebuttable presumption of a conflict of interest exists if the activity was acted on by the board without prior notice as required under subsection (3). (b) For contracts with a managing entity which are in existence on July 1, 2021, and are not subject to renewal before January 1, 2022, a board member or an officer of the managing entity shall disclose to the board any activity that may reasonably be construed to be a conflict of interest under this section by December 31, 2021.

(3)(a) If a board member or an officer of the managing entity, or a relative of a board member or an officer, proposes to engage in an activity as described in paragraph (2)(a), the proposed activity must be listed on the meeting agenda for the next general or special meeting of the board members, and copies of all contracts and transactional documents related to the proposed activity must be included in the agenda. The meeting agenda must clearly identify the existence of a potential conflict of interest for the proposed activity. Before a board member or an officer of the managing entity, or a relative of a board member or an officer, engages in the proposed activity, the activity and contract or other transactional documents must be approved by an affirmative vote of two-thirds of all other board members present. (b) If a board member or an officer of the managing entity notifies the board of a potential conflict of interest with the board member or officer, or a relative of the board member or officer, under an existing contract as described in paragraph (2)(b), the board must notice the activity on a meeting agenda for the next general or special meeting of the board members, and copies of all contracts and transactional documents related to the activity must be attached. The meeting agenda must clearly identify the existence of a potential conflict of interest. The board must be given the opportunity to approve or disapprove the conflict of interest by a vote of two-thirds of all other board members present.

(4)(a) If the board votes against the proposed activity under paragraph (3)(a), the board member or officer of the managing entity, or the relative of the board member or officer, must notify the board in writing of his or her intention, or his or her relative’s intention, not to pursue the proposed activity, or the board member or officer shall withdraw from office before the next scheduled board meeting. If the board finds that a board member or officer has violated this paragraph, the board member or officer shall be removed from office before the next scheduled board meeting. (b) In the event that the board does not approve a conflict of interest as required under paragraph (3)(b), the parties to the activity may opt to cancel the activity or, in the alternative, the board member or officer of the managing entity must resign from the board before the next scheduled board meeting. If the activity canceled is a contract, the managing entity is only liable for the reasonable value of the goods and services provided up to the time of cancellation and is not liable for any termination fee, liquidated damages, or other form of penalty for such cancellation.

(5) A board member or an officer of the managing entity, or a relative of a board member or an officer, who is a party to, or has an interest in, an activity that is a possible conflict of interest may attend the meeting at which the activity is considered by the board and may make a presentation to the board regarding the activity. After the presentation, the board member or officer, or the relative of the board member or officer, must leave the meeting during the discussion of, and the vote on, the activity. A board member or an officer who is a party to, or has an interest in, the activity shall recuse himself or herself from the vote.

(6) A contract entered into between a board member or an officer of the managing entity, or a relative of a board member or an officer, and the managing entity which has not been properly disclosed as a conflict of interest or potential conflict of interest under this section is voidable and terminates upon the filing of a written notice terminating the contract with the board of directors which contains the consent of at least 20 percent of the voting interests of the managing entity.

History: s. 18, ch. 2021-170.