September 24, 1987

HonorableBill Baumann OpinionNo. JM-794 Potter CountyAttorney 303 Courthouse Amarillo,Texas 79101 Re: Whethermeetings of a Health FacilitiesDevelopmentCorporation Mr. John A. Fairman createdpursuant to article 1528j, Director V.T.C.S., are subject to the Harris ,County

Health Facilities OpenMeetingsAct, article 6252-17, Development Corporation V.T.C.S. 8203 Fawn Terrace Houston.Texas 77071

Gentlemen:

You ask whether meetings of the board of directors of a Health FacilitiesDevelopment Corporation createdpursuant to article 1528j, V.T.C.S.,must be held in compliancewith theTexas OpenMeetingsAct, article 6252-17, V.T.C.S. The Open Meetings Act applies to every "meeting"of a "governmentalbody." See art. 6252-17. 52(a). Whether the corporationis subject to the Opeaeetings Act depends onwhether the corporation falls within the act's definition of a "governmental body."

Section l(c) of the Open Meetings Act defines a "governmental body" as

any board, commission, department, committee, or

agency within the executive or legislative department of the state, which is under the direction of one or more elected or appointed members; and every Commissioners Court and city council in the state, and every deliberativebody having rulemaking or quasi-judicial power and classified as a department, agency, or political subdivisionof a county or city; and the board of trustees of every school district, and every county board of school trustees and county board of education; and the governing board of every special district heretofore or hereafter created by law.

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In Attorney General Opinion JM-340 (1985), this office indicated that this definition comprises four parts. The first part describes the stace-level governmental entities that are subject to the Open Meetings Act. The remaining three parts describe the specific local governmentalentities that are subject to the act. For a local level entity tobe a "governmentalbody"within the meaning of section l(c) of the act it must be included expressly in one of the three specific descriptions of local governmental bodies. Attorney General Opinion JM-340; seeAttorney General Opinion JM-183 (1984).

- The Bealth FacilitiesDevelopment Corporations at issuehere are nonprofit public corporations created pursuant to article 1528j, V.T.C.S. The purpose of article 15283 is to enable cities, counties, and hospital districts to create corporations with the power to provide, expand, and improve health facilities to improve the adequacy, cost, and accessibility of health care, research, and education in Texas. Art. 1528j. 51.02. Such corporations have extensive authority, including the authority to issue revenue bonds and notes, to accomplish these purposes. See id; sec. 4.01. An article 1528j corporationcanbe created onlybyaTsponsoring entity"

-- a city, county, or district as defined in the act. Each corporation must remain under the supervision of its sponsoring entity. Art. 1528j; §4.01(14). Sponsoring entities cannot delegate to article 1528j corporationsany sovereignpowers of the state or of the sponsoringentity. See & authorizedunder articleT28j. The corporationshave only thepowers

In Attorney General Opinion m-596 (1986), this office addressed
a similar question: whether nonprofit water supply corporations are subject to the Open Meetings Act. Like the corporationsat issue in Attorney General Opinion m-596, the corporations authorized by article 15283 are not entities within the executtve or legislative branch of state government. Nor do they fitwithin the specific local governing entities listed in section l(c) of the Open Meetings Act. Because an article 1528j corporation cannot exercise delegated governmental functions, it cannot reasonably be characterized as a "department, agency, or political subdivision" of its sponsoring entity, as those terms are used in the Open Meetings Act. See Attorney General Opinion a-596; see also Attorney General Opine JM-183 (1984). Nor is a nonprofit public corporation reasonably characterized as a "special district." A special district is a governmentalentity,usuallywith taxingauthority,created toprovide special rather than general governmental services in a specific locality. See Black's Law Dictionary, 5th ed. Although both special districts and nonprofit public corporations often serve to bypass normal governmental borrowing limits, a nonprofit public corporation cannot ordinarilybe characterizedas a specialdistrict. .

p. 3754HonorableBill Baumann Mr. JohnA. Fairman Page 3 (m-794)

Of course, a public corporation's enabling statute may provide expressly that such corporationsmust comply with the Open Meetings Act. See Attorney General Opinion JM-120 (1983). Article 15283does not, however, provide that Health FacilitiesDevelopment Corporations must complywith the OpenMeetingsAct.

SUMMARY

A Health Facilities Development Corporation created pursuant to article 1528j,V.T.C.S.. does not fallwithin the definition of a "governmental body" under section l(c) of the Texas Open Meetings Act, article 6252-17, V.T.C.S., and therefore need not comply with the Open Meetings Act.

JIM MATTOX Attorney General of Texas

MARY KELLER ExecutiveAssistantAttorney General

JUDGE ZOLLIE STEAKLEY SpecialAssistantAttorney General

RICK GILPIN Chairman,OpinionCommittee
Preparedby JenniferRiggs AssistantAttorney General

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