2005 California Health and Safety Code Sections 101861-101866 Article 2. Public Meetings

101861.  Meetings of the corporation shall be open and public, and
all persons shall be permitted to attend, except as otherwise
provided in this article.
101862.  (a) As used in this article, "action taken" means a
collective decision made at a meeting, including a decision upon a
motion or resolution.  Actions shall be taken by rollcall vote.
   (b) For the purposes of this article, "meeting" means any meeting
of a majority of the board of directors of the corporation and
meetings of any committee exercising final decisionmaking authority
delegated by the board, which committee was created by board action
appointing the members of the committee.  A meeting does not include
a mere congregation of a majority of the directors or of a committee
for purposes other than consideration of the business of the
corporation or within the subject matter jurisdiction of the
committee, provided no business of the corporation is discussed.  A
meeting does not include any of the circumstances described in
subdivision (c) of Section 54952.2 of the Government Code.
101863.  (a) Agendas of the meetings shall be posted not less than
72 hours in advance of the meetings in a place freely accessible to
the public.  Agendas of meetings and any other writings, when
distributed to all, or a majority of all, of the directors or
committee members for consideration during an open session of a
meeting, and which writings would otherwise be subject to disclosure
pursuant to Article 4 (commencing with Section 101870), shall be made
reasonably available at the meetings, or as soon thereafter as
practicable upon request.  However, this shall not include any
writing exempt from disclosure under Article 4 (commencing with
Section 101870).  The agenda shall indicate the time and place of the
meeting and contain a brief, general description of each item of
business to be considered or acted upon at the meeting, including
items to be discussed in closed session.  A description generally
need not exceed 20 words.  Items of business not included in the
posted agenda shall not be considered at a meeting; except that an
item may be added to the agenda upon a determination by a two-thirds
vote, or if less than two-thirds of the directors or committee
members are present, an unanimous vote of those present, that there
is a need to take immediate action and that the need for action came
to the attention of the corporation after the agenda was posted.
   (b) Agendas shall include opportunity for public comment on any
item on the agenda at the meeting, subject to fair and reasonable
standards determined by the board of directors to ensure that the
intent of this article is carried out.
   (c) Meetings shall be held at a location accessible to the public.
  Meetings may be held by teleconference or video teleconference,
provided that during the public portions of each teleconferenced
meeting, the proceedings shall be audible to the public at the
locations specified in the notice of the meeting, and all votes taken
shall be by rollcall.  When meeting by teleconference or video
teleconference, at least one of the locations specified in the notice
shall be a principal place of business of the corporation, including
a hospital or related facility.  The board of directors may adopt
reasonable rules to prevent disruption of the meetings by any person.
   (d) In the case of an emergency situation involving matters upon
which prompt action is necessary due to a disruption or threatened
disruption of the business of the corporation, an emergency meeting
may be called with less than 72 hours notice.  In that event,
newspapers of general circulation and radio or television stations
that have previously requested, in writing, notices of meetings shall
be notified, if practicable, at least one hour prior to the
emergency meeting.
101864.  Closed sessions of meetings may be conducted to consider,
discuss, and act upon matters relating to any of the following:
   (a) Collective bargaining or contract negotiations with
represented and unrepresented employees, including discussion of the
corporation's available funds and funding priorities, but only
insofar as the discussion relates to the corporation's ability to
conclude the collective bargaining agreement or contract under
discussion.  For the purposes of this subdivision, "employee" shall
include an officer, an independent contractor who functions as an
officer or an employee, a physician and surgeon or other professional
with medical staff privileges at a health facility or clinic
operated by the corporation, or other person exercising professional
responsibilities as authorized by the corporation at a health
facility or clinic operated by the corporation, but shall not include
other independent contractors.
   (b) The purchase or sale of securities or other investments,
including investments of the corporation in endowment and pension
funds.
   (c) Gifts, devises, bequests, and grants.
   (d) Reports of a hospital or medical audit committee or a quality
assurance committee or similar reports by staff of the corporation,
accreditation reports, audits, audit compliance, licensure
compliance, insurance and self-insurance coverage, health care peer
review reports, and quality assessments, including, but not limited
to, a review of the credentials of, or the quality of care rendered
by, health care providers in the facilities of the corporation, or
hearings regarding the privileges of medical staff and allied health
professionals.
   (e) National security.
   (f) Acquisition, disposition, or lease of property.  However,
notwithstanding any other provision of this article, no less than 10
days prior to any action on any transaction involving the
acquisition, disposition, or lease of real property having a fair
market value of five million dollars ($5,000,000) or more or personal
property having a fair market value of ten million dollars
($10,000,000) or more that is owned by a state agency, including a
constitutional corporation, the corporation shall hold an open
session at which the public shall have an opportunity to comment on
the proposed transaction.
   (g) Pending litigation, including any adjudicatory proceeding
before a court, administrative body, hearing officer, arbitrator,
mediator, or other formal dispute resolution mechanism.  For the
purposes of this subdivision "pending" means that, based on advice of
the corporation's legal counsel, there are facts and circumstances
within the contemplation of the corporation that may result or has
resulted in proceedings against or by the corporation, whether or not
known to a potential plaintiff or plaintiffs or to a potential
defendant or defendants.
   (h) Evaluation, appointment, employment, performance,
compensation, or dismissal of officers or employees of the
corporation or its medical or professional staff, including internal
adjudicatory proceedings, complaints, charges, investigations, and
hearings.  For the purposes of this subdivision, the term "employee"
shall include an officer, an independent contractor who functions as
an officer or performs functions traditionally performed by an
employee, a physician and surgeon or other professional with medical
staff privileges at a health facility or clinic operated by the
corporation, or other person exercising professional responsibilities
as authorized by the corporation at a health facility or clinic
operated by the corporation, but shall not include any member of the
board of directors, as such, or other independent contractors.  The
term "employee" shall also include a chief executive officer or other
employee of the corporation who is an ex officio member of the board
of directors.
   (i) Consideration of the appointment or reappointment of directors
to the board of the corporation.
   (j) The terms and conditions of contracts for the provision of
health care services, including compliance with regulatory conditions
thereof, with governmental and nongovernmental insurers, health care
providers, health plans, third-party administrators, management
services organizations, self-insured employers, medical groups, and
payers or any other portion of contract negotiations, impressions,
opinions, recommendations, meeting minutes, research, work product,
theories or strategy, or instructions or advice to employees.
   (k) Charges or complaints from a member enrolled in a health plan
or any affiliated provider of health care services.
   (l) Any trade secret as defined in subdivision (d) of Section
3426.1 of the Civil Code.
   (m) Any item that cannot be discussed in open session without
revealing information prohibited or exempted from public disclosure
by any provision of state or federal law applicable to any
governmental hospital, or any state or federal statute applicable to
a nongovernmental hospital, including, but not limited to, provisions
of the Evidence Code relating to privilege.  Prior to holding any
closed session under this subdivision, the provision of state or
federal law shall be publicly identified, where applicable.
101865.  (a) Prior to holding any closed session, the agenda item or
items to be discussed in the closed session shall be publicly
identified.  An item may be identified by reference to the item or
items as they are listed by number or letter on the agenda.  In a
closed session, only those matters covered in the statement may be
considered.  Nothing in this article shall require or authorize a
disclosure of information prohibited by state or federal law.
   (b) The corporation shall designate an officer or officers who
shall attend each closed session of the board or a committee and keep
a minute book of the session.  The minute book may, but need not,
consist of a recording of the closed session.  The minute book is not
a public record subject to Section 101871 and shall be kept
confidential.  The minute book shall be available only to members of
the board or committee or, if a violation of this chapter is alleged
to have occurred at a closed session, to a court of general
jurisdiction wherein the corporation lies.
   (c) After any closed session, the board or committee shall
reconvene into open session prior to adjournment and shall make any
disclosures required by subdivision (d) of action in the closed
session.  Announcements required to be made in open session pursuant
to this article shall be made at the location announced in the agenda
for the closed session.
   (d) Any action taken during a closed session of a meeting shall be
announced publicly, including the vote or abstention of every
director present, as follows:
   (1) Approval of an agreement concluding property negotiations
pursuant to subdivision (f) of Section 101864 shall be reported after
the agreement is final, as specified below:
   (A) If its own approval renders the agreement final, the
corporation shall report that approval and the substance of the
agreement in open session at the meeting during which the closed
session is held.
   (B) If final approval rests with the other party to the
negotiations, the corporation shall disclose the fact of that
approval and the substance of the agreement upon inquiry by any
person, as soon as the other party or its agent has informed the
corporation of its approval.
   (2) Approval given to its legal counsel of a settlement of pending
litigation, as described in subdivision (g) of Section 101864, at
any stage prior to or during a judicial or quasi-judicial proceeding
shall be reported after the settlement is final, as specified below:
   (A) If the corporation accepts a settlement offer signed by the
opposing party, the body shall report its acceptance and identify the
substance of the agreement in open session at the meeting during
which the closed session is held.
   (B) If final approval rests with some other party to the
litigation or with the court, then as soon as the settlement becomes
final, and upon inquiry by any person, the corporation shall disclose
the fact of that approval, and identify the substance of the
agreement.
   (3) Approval of an agreement concluding collective bargaining or
contract negotiations with represented or unrepresented employees
pursuant to subdivision (a) of Section 101864 shall be reported after
the agreement is final and has been accepted or ratified by the
other party.  The report shall identify the item approved and the
other party or parties to the negotiation.
101866.  Announcements that are required to be made pursuant to this
article may be made orally or in writing.  Any contracts, settlement
agreements, or other documents that are finally approved or adopted
in the closed session and are subject to an announcement pursuant to
this article shall be records subject to disclosure in accordance
with Article 4 (commencing with Section 101870).  However, nothing in
this section shall require the announcement or disclosure of records
that would impair the corporation's ability to accomplish its
primary public benefit purposes either by depriving the corporation
of a material or competitive economic benefit, or exposing the
corporation to a material competitive or economic risk.