2023 Connecticut General Statutes › Title 33 - Corporations › Chapter 594b - Medical Foundations › Section 33-182bb. - Organization and membership of medical foundation. Board of directors. Notices.

(a) Any hospital, health system or medical school may organize and become a member of a nonprofit medical foundation under the provisions of chapter 602 for the purpose of practicing medicine and providing health care services as a medical foundation through employees or agents of such medical foundation who are providers.
(b) Any (1) independent practice association, or (2) other business entity that (A) is registered to do business in this state pursuant to this title or title 34, (B) has a principal place of business in the state, and (C) has sixty per cent or more of the entity's ownership and control held individually or jointly by (i) an independent practice association, (ii) a provider, or (iii) a professional partnership, professional corporation or limited liability company that is not a captive professional entity, as defined in section 19a-486i, and that is formed to render professional medical services, and each partner, shareholder or member of such professional partnership, professional corporation or limited liability company is a physician licensed under chapter 370, may organize and become a member of a medical foundation for the purpose of practicing medicine and providing health care services as a medical foundation through employees or agents of such medical foundation who are providers. The ownership or control of any independent practice association or other business entity organizing a medical foundation pursuant to this subdivision may not include any hospital, health system, medical school or medical foundation organized pursuant to subsection (a) of this section.
(c) A medical foundation shall be governed by a board of directors, which shall consist of an equal or greater number of providers than nonprovider employees of the members, in addition to such other directors as may be elected by the members. The authority to appoint or elect board members shall not be granted to any person or entity that is not a member of the medical foundation.
(d) Notwithstanding the provisions of this subsection, (1) no employee or representative of a for-profit hospital, for-profit health system, for-profit medical school or any entity that owns or controls a for-profit hospital, for-profit health system or for-profit medical school may serve on the board of directors of a medical foundation organized by a nonprofit hospital, nonprofit health system or nonprofit medical school or a medical foundation organized pursuant to subsection (b) of this section; (2) no employee or representative of a nonprofit hospital, nonprofit health system, nonprofit medical school or any entity that owns or controls a nonprofit hospital, nonprofit health system or nonprofit medical school may serve on the board of directors of a medical foundation organized by a for-profit hospital, for-profit health system or for-profit medical school or a medical foundation organized pursuant to subsection (b) of this section; and (3) no person shall serve on the board of directors of more than one medical foundation.
(e) Any medical foundation organized on or after July 1, 2009, shall file a copy of its certificate of incorporation and any amendments to its certificate of incorporation with the Health Systems Planning Unit of the Office of Health Strategy not later than ten business days after the medical foundation files such certificate of incorporation or amendment with the Secretary of the State pursuant to chapter 602.
(f) Any medical group clinic corporation formed under chapter 594 of the general statutes, revision of 1958, revised to 1995, which amends its certificate of incorporation pursuant to subsection (a) of section 33-182cc, shall file with the Health Systems Planning Unit of the Office of Health Strategy a copy of its certificate of incorporation and any amendments to its certificate of incorporation, including any amendment to its certificate of incorporation that complies with the requirements of subsection (a) of section 33-182cc, not later than ten business days after the medical foundation files its certificate of incorporation or any amendments to its certificate of incorporation with the Secretary of the State.
(g) Any medical foundation, regardless of when organized, shall file notice with the Health Systems Planning Unit of the Office of Health Strategy and the Secretary of the State of its liquidation, termination, dissolution or cessation of operations not later than ten business days after a vote by its board of directors or members to take such action. A medical foundation shall, annually, provide the office with (1) a statement of its mission, (2) the name and address of the organizing members, (3) the name and specialty of each physician employed by or acting as an agent of the medical foundation, (4) the location or locations where each such physician practices, (5) a description of the services provided at each such location, (6) a description of any significant change in its services during the preceding year, (7) a copy of the medical foundation's governing documents and bylaws, (8) the name and employer of each member of the board of directors, and (9) other financial information as reported on the medical foundation's most recently filed Internal Revenue Service return of organization exempt from income tax form, or any replacement form adopted by the Internal Revenue Service, or, if such medical foundation is not required to file such form, information substantially similar to that required by such form. The Health Systems Planning Unit shall make such forms and information available to members of the public and accessible on said unit's Internet web site.
(h) A medical foundation may operate at such locations as are designated by its members.
(i) A hospital, health system, medical school, independent practice association or other business entity authorized to organize a medical foundation may organize and be a member of no more than one medical foundation.
(j) Nothing in this chapter shall be construed to modify, impair, supersede or create an exemption from the operation of any state antitrust law or to authorize conduct in violation of chapter 624 or 735a or any other state or federal law.
(P.A. 09-212, S. 2; P.A. 10-179, S. 119; P.A. 11-151, S. 2; P.A. 14-168, S. 3; P.A. 16-95, S. 7; P.A. 18-91, S. 59.)
History: P.A. 09-212 effective July 1, 2009; P.A. 10-179 amended Subsecs. (b) to (d) by replacing “Office of Health Care Access” with “Office of Health Care Access division of the Department of Public Health” and by making conforming changes in Subsec. (d); P.A. 11-151 amended Subsec. (a) to add “medical school”; P.A. 14-168 amended Subsec. (a) by designating existing provisions re member of medical foundation as Subdiv. (1) and amending same to delete reference to employees or agents licensed pursuant to Sec. 20-9 and add provision re authority to appoint or elect board members and by adding Subdiv. (2) re persons who may not serve on board of directors, substantially revised Subsec. (d) re filing notice with Office of Health Care Access and added Subsec. (f) re organizing and being a member of no more than one medical foundation, effective June 3, 2014; P.A. 16-95 amended Subsec. (a) by deleting Subdiv. (1) designator, replacing “medical foundation” with “nonprofit medical foundation”, redesignating provision re medical foundation governed by board of directors as Subsec. (c), redesignating Subdiv. (2) re who may serve on board of directors as Subsec. (d) and amending same by adding references to medical foundation organized pursuant to Subsec. (b) and redesignating existing Subparas. (A) to (C) as Subdivs. (1) to (3), amending redesignated Subdiv. (3) by replacing “a medical foundation” with “more than one medical foundation” and deleting provision re serving on board of directors of medical foundation organized by for-profit hospital, health system or medical school and board of directors of medical foundation organized by nonprofit hospital, health system or medical school, added new Subsec. (b) re independent practice association or other business entity may organize or become member of medical foundation, redesignated existing Subsecs. (b) to (f) as Subsecs. (e) to (i), amended redesignated Subsec. (g) by adding Subdiv. designators (1) to (9) and substantially revising provisions re information medical foundation to annually provide to office, amended redesignated Subsec. (h) by deleting “shall not operate for profit and”, amended redesignated Subsec. (i) by adding reference to independent practice association or other business entity authorized to organize medical foundation and added Subsec. (j) re construing chapter; P.A. 18-91 amended Subsecs. (e) to (g) by replacing references to Office of Health Care Access with references to Health Systems Planning Unit, effective May 14, 2018.