2005 California Health and Safety Code Sections 32100-32111 Article 1. Election and Organization

32100.  The elective officers of a local hospital district shall be
a board of hospital directors consisting of five members, each of
whom shall be a registered voter residing in the district and whose
term shall be four years, with the exception of the first board.  The
first board of directors shall be appointed, upon the formation of
the district, by the board of supervisors of the county in which the
land or a greater part of the land in the district is situated.  Upon
appointment, the first board shall, by lot, designate two members
who shall leave office when their successors take office pursuant to
Section 10554 of the Elections Code, and three members who shall
leave office two years thereafter.  Any vacancy upon the board shall
be filled by the methods prescribed in Section 1780 of the Government
Code.
32100.001.  The board of hospital directors shall meet on the first
Monday subsequent to 30 days after the completion of organization of
the district and shall organize by the election of one of their
members as chairperson or president and one as secretary.
32100.01.  A petition to increase the number of members of the board
of directors of any district providing at least 225 hospital beds
from five to seven members may be signed and filed with the board of
directors at least three months prior to any general hospital
district election by registered voters residing within any such local
hospital district, equal in number to at least 5 percent of the
number of votes cast in that district for the office of Governor at
the last preceding election at which a Governor was elected.  Upon
receipt of this petition the board of directors shall prepare a
measure to be printed on the ballots used at the next general
hospital district election. The measure shall be printed on the
ballots substantially as follows:
   "Shall the number of directors of the ____ Hospital District be
increased from five to seven?", with the words "Yes" and "No" so
printed in connection therewith that the voters may express their
choice.
   The county elections official of the organizing county shall
accept arguments for and against the measure to be mailed to each
registered voter in the district, in accordance with the procedure
specified in Article 3 (commencing with Section 9160) of Chapter 2 of
Division 9 of the Elections Code.
   Under the measure, in the manner provided in this article, there
shall be printed the names of those persons who have been nominated
for the additional directorships.
   The returns of the election shall be canvassed and declared as at
other general hospital district elections.  If a majority of the
votes cast in the election are in favor of the measure the board of
directors shall by resolution declare that the lawful number of
directors of the district has been increased by the designated number
of members.  If a majority of the votes cast in the election are
opposed to the measure, no similar measure shall be placed on the
ballot until the next general hospital district election.
32100.02.  The election of directors to fill the additional
vacancies on the board created by expansion shall be an election at
large.  A director elected at the election but receiving the lesser
number of votes in the election shall hold office until a successor
takes office pursuant to Section 10554 of the Elections Code, and the
director elected at the election receiving the greater number of
votes shall hold office until two years thereafter.
32100.03.  If the majority of votes cast in the election specified
in Section 32100.01 are in favor of expansion of the board of
directors, the board of directors of the district, which has been
divided into zones pursuant to Section 32100.1, shall by resolution
divide the district into seven zones.  The resolution shall also
specify the boundaries of each zone.  At the expiration of the terms
of office of the members of the board of directors then in office,
and thereafter, such members of the board of directors shall be
elected by the zones established by such resolution.
32100.04.  A district which has added additional directors pursuant
to Section 32100.01, but has not been divided into zones, may, in the
manner provided by Section 32100.1, divide the district into zones,
except that the resolution of the board of directors shall divide the
district into seven zones.  If at the expiration of the terms of
office of the members of the board, in office at the time of such
division into zones, four members of the board are to be elected,
those four members shall be elected from zones designated by odd
numbers; if three members are to be elected, those three members
shall be elected from zones designated by even numbers.
32100.05.  (a) Notwithstanding Sections 32100 and 32100.01, the
local agency formation commission, in approving either a
consolidation of districts or the reorganization of two or more
districts into a single hospital district may, pursuant to
subdivisions (k) and (n) of Section 56844, increase the number of
directors to serve on the board of directors of the consolidated or
reorganized district to 7, 9, or 11, who shall be members of the
board of directors of the districts to be consolidated or reorganized
as of the effective date of the consolidation or reorganization.
   (b) Upon the expiration of the terms of the members of the board
of directors of the consolidated district, or a district reorganized
as described in subdivision (a), whose terms first expire following
the effective date of the consolidation or reorganization, the total
number of members on the board of directors shall be reduced until
the number equals the number of members permitted by the principal
act of the consolidated or reorganized district, or any larger number
as may be specified by the local agency formation commission in
approving the consolidation or reorganization.
   (c) In addition to the powers granted under Section 1780 of the
Government Code, in the event of a vacancy on the board of directors
of the consolidated district or a district reorganized as described
in subdivision (a) at which time the total number of directors is
greater than five, the board of directors may, by majority vote of
the remaining members of the board, choose not to fill the vacancy.
In that event, the total membership of the board of directors shall
be reduced by one board member.  Upon making the determination not to
fill a vacancy, the board of directors shall notify the board of
supervisors of its decision.
   (d) For the purposes of this section:  "consolidation" means
consolidation, as defined in Section 56030 of the Government Code;
"district" or "special district" means district or special district,
as defined in Section 56036 of the Government Code; and
"reorganization" means reorganization, as defined in Section 56073 of
the Government Code.
32100.1.  A petition for election of directors by zones may be
signed and filed with the board of directors by registered voters
residing within a local hospital district, equal in number to at
least 15 percent of the number of votes cast in that district for the
office of Governor at the last preceding election at which a
Governor was elected.  Upon receipt of this petition the board of
directors shall, by resolution, divide the local hospital district
into zones and number the zones consecutively.
   Alternatively, and without a petition, the board of directors may
adopt a resolution to divide the district into zones and number the
zones consecutively.
   In establishing these zones, the board of directors shall provide
for representation in accordance with demographic, including
population, and geographic factors of the entire area of the local
hospital district.  The board of directors shall fix the time and
place for a hearing on the proposed establishment of zones.  At this
hearing, any elector of the district may present his or her views and
plans in relation to the proposed zoning, but the board of directors
shall not be bound thereby and their decision, in the resolution
adopted, shall be final.
   The zones shall be effective for the next district election after
the resolution of the board for which there is time to implement the
zones and elections within the zones, unless a petition requesting an
election on the resolution, containing the signatures of not less
than 5 percent of the qualified registered voters of the district, is
filed with the county elections official within 60 days after
passage of the resolution.  The form of the petition and the
requirements and procedures applicable thereto shall be governed by
Article 2 (commencing with Section 9140) of Chapter 2 of Division 9
of the Elections Code, except that all computations referred to in
those sections shall be construed to refer to comparable computations
of the district, and references to "ordinance" shall be construed to
refer to "resolution." For purposes of this section, the electors of
the district shall be the electors of the territory entitled to vote
at elections for members of the board.  If a valid and timely
petition is filed with the county elections official, then the board
shall prepare a measure to be printed on the ballots used at the next
general hospital district election, or at a special election to be
held for that purpose.  The measure shall be printed on the ballots
substantially as follows:
   "Shall members of the board of directors be elected by zones, as
described in the resolution of the board of directors dated ____?",
with the words "Yes" and "No" so printed in connection therewith that
the voters may express their choice.
   The county elections official shall accept arguments for and
against the measure, to be mailed to each registered voter in the
district, in accordance with Article 3 (commencing with Section 9160)
of Chapter 2 of Division 9 of the Elections Code.
   The returns of the election shall be canvassed and declared as at
other general hospital district elections, and if it appears that a
majority of the votes cast in the election are in favor of the
measure, the board of directors shall by resolution declare the zones
established and shall describe the boundaries of the zones.  At the
expiration of the terms of office of the members of the board of
directors then in office, and thereafter, these members of the board
of directors shall be elected by zones.  One member of the board of
directors shall be elected by the electors of each of the zones.  No
person shall be eligible to hold the office of member of the board of
directors unless he or she has been a resident of the zone from
which he or she is elected for 30 days next preceding the date of the
election.
   The formation of a local hospital district may provide for the
election of members of the board of directors by zones by
substantially including in the petition for formation the provisions
required by this section to be included in the measure, and the
members of the board of directors shall be elected from the zones as
described in the petition, except that the first board of directors
shall be appointed, upon the formation of the district, by the board
of supervisors of the county in which the land or a greater part of
the land in the district is situated.  One member of the board shall
be appointed from each zone.
   The terms of the members of the first board of directors appointed
under this section shall be determined by lot.  Three members shall
hold office for four years, and two members shall hold office for two
years.  Thereafter, the term of office for all members shall be four
years.
   Any vacancy upon the board shall be filled by appointment by the
remaining members of the board, from the zone left unrepresented on
the board of directors.  Any person appointed to fill the vacancy
shall hold office for the unexpired term.
32100.2.  Notwithstanding any other provision of law, the term of
any member of the board of directors shall expire if he or she is
absent from three consecutive regular meetings, or from three of any
five consecutive meetings of the board and the board by resolution
declares that a vacancy exists on the board.
32100.5.  A hospital district general election shall be held in each
local hospital district on the first Tuesday after the first Monday
in November in each even-numbered year, at which a successor shall be
chosen to each officer whose term shall expire when the successor
takes office pursuant to Section 10554 of the Elections Code.  The
hospital district general election shall be consolidated with the
statewide general election pursuant to Part 3 (commencing with
Section 10400) of Division 10 of the Elections Code.
   The person receiving the highest number of votes for each office
to be filled at the election shall be elected thereto.  The term of
office of each elective officer of the district elected, shall be
four years, or until his or her successor is elected and has
qualified.
32100.6.  Notwithstanding any other provision of law, the voters of
the Eden Township Hospital District may file a petition with its
board of directors pursuant to the provisions of Section 32100.1, to
elect its directors either by zones or from zones; provided, however,
that the petition shall be deemed sufficient if it is signed by
registered voters of the district equal in number to 5 percent of the
number of votes cast in the district for the office of Governor at
the last preceding election at which a Governor was elected.
   The term "by zones" shall mean the election of directors of a
local hospital by the voters of the zone alone.  The term "from zones"
shall mean the election of directors of a local hospital district
who are residents of the zone from which they are elected by the
voters of the entire district.
32100.7.  Notwithstanding Section 32100.01, the Board of Directors
of Valley Health System, a local hospital district, may adopt a
resolution to increase the number of members of its board of
directors from five to seven without the necessity of a petition or
approval thereof by voters residing within the district.  The
resolution shall become effective on the date and subject to any
conditions specified in the resolution.  The additional vacancies
created by the expansion shall be filled by election.
Notwithstanding Section 32100.02, if Valley Health System has duly
adopted election of directors by zones pursuant to Section 32100.1,
the additional vacancies created by expansion shall likewise be
filled by election by zones.  Notwithstanding Section 32100.1, the
initial election to fill the additional vacancies may be at any one
of the regular election dates provided for in Section 2500 of the
Elections Code and the resolution shall designate the election date.
The director elected at the election but receiving the lesser number
of votes shall hold office until a successor elected at the next
following general election takes office pursuant to Section 23556 of
the Elections Code, and the director elected at the election
receiving the greater number of votes shall hold office until a
successor elected at the general election two years thereafter takes
office.  After the expiration of the initial terms as provided in the
previous sentence, the terms of directors elected to fill each of
the additional vacancies shall be as provided in Section 32100.
32101.  All registered voters residing within the territory
comprising a district organized under this division are qualified
electors.
32103.  The board of directors shall serve without compensation
except that the board of directors, by a resolution adopted by a
majority vote of the members of the board, may authorize the payment
of not to exceed one hundred dollars ($100) per meeting not to exceed
five meetings a month as compensation to each member of the board of
directors.
   Each member of the board of directors shall be allowed his or her
actual necessary traveling and incidental expenses incurred in the
performance of official business of the district as approved by the
board. For purposes of this section, the determination of whether a
director's activities on any specific day are compensable shall be
made pursuant to Article 2.3 (commencing with Section 53232) of
Chapter 2 of Part 1 of Division 2 of Title 5 of the Government Code.
Reimbursement for these expenses is subject to Sections 53232.2 and
53232.3 of the Government Code.
32104.  The board of directors shall provide for the time and place
of holding its regular meetings and the manner of calling the same,
and shall establish rules for its proceedings and may adopt such
rules and regulations not inconsistent with law as may be necessary
for the exercise of the powers conferred and the performance of the
duties imposed upon the board.
32106.  (a) Except as provided in this section, Section 32155, or
the Ralph M. Brown Act (Chapter 9 (commencing with Section 54950) of
Part 1 of Division 2 of Title 5 of the Government Code) all of the
sessions of the board of directors, whether regular or special, shall
be open to the public, and a majority of the members of the board
shall constitute a quorum for the transaction of business.
   (b) The board of directors may order that a meeting held solely
for the purpose of discussion or deliberation, or both, of reports
involving district trade secrets be held in closed session.  Except
as provided in this subdivision, the closed session shall meet all
applicable requirements of Chapter 9 (commencing with Section 54950)
of Division 2 of Title 5 of the Government Code, including Section
54957.7.
   (c) "Health care facility trade secrets," as used in this section,
means a "trade secret," as defined in subdivision (d) of Section
3426.1 of the Civil Code, and in addition meets all of the following:
   (1) Is necessary to initiate a new district service or program or
add a district health care facility.
   (2) Would, if prematurely disclosed, create a substantial
probability of depriving the district of a substantial economic
benefit.
   (d) The exception provided in subdivision (b) to the general open
meeting requirements for a meeting of the board of directors, shall
not apply to a meeting where there is action taken, as defined in
Section 54952.6 of the Government Code.
   (e) Nothing in this section shall be construed to permit the board
of directors to order a closed meeting for the purposes of
discussing or deliberating, or to permit the discussion or
deliberation in any closed meeting of any proposals regarding:
   (1) The sale, conversion, contract for management, or leasing of
any district health care facility or the assets thereof, to any
for-profit or nonprofit entity, agency, association, organization,
governmental body, person, partnership, corporation, or other
district.
   (2) The conversion of any district health care facility to any
other form of ownership by the district.
   (3) The dissolution of any district.
32107.  A district may destroy a record pursuant to Chapter 7
(commencing with Section 60200) of Division 1 of Title 6 of the
Government Code.
32110.  (a) Except as provided in subdivision (d), no person who is
a director, policymaking management employee, or medical staff
officer of a hospital owned or operated by a district shall do either
of the following:
   (1) Possess any ownership interest in any other hospital serving
the same area as that served by the district hospital of which the
person is a director, policymaking management employee, or medical
staff officer.
   (2) Be a director, policymaking management employee, or medical
staff officer of any hospital serving the same area as the area
served by the district hospital.
   (b) For purposes of this section, a hospital shall be considered
to serve the same area as a district hospital when more than 5
percent of the hospital's patient admissions are residents of the
district.
   (c) For purposes of this section, the possession of an ownership
interest, including stocks, bonds, or other securities by the spouse
or minor children or any person shall be deemed to be the possession
or interest of the person.
   (d) No person shall serve concurrently as a director or
policymaking management employee of a district and as a director or
policymaking management employee of any other hospital serving the
same area as the district, unless the boards of directors of the
district and the hospital have determined that the situation will
further joint planning, efficient delivery of health care services,
and the best interest of the areas served by their respective
hospitals, or unless the district and the hospital are affiliated
under common ownership, lease, or any combination thereof.
   (e) Any candidate who elects to run for the office of member of
the board of directors of a district, and who owns stock in, or who
works for any health care facility that does not serve the same area
served by the district in which the office is sought, shall disclose
on the ballot his or her occupation and place of employment.
32111.  (a) A member of a health care district's medical or allied
health professional staff who is an officer of the district shall not
be deemed to be "financially interested," for purposes of Section
1090 of the Government Code, in any of the contracts set forth in
subdivision (b) made by any district body or board of which the
officer is a member if all of the following conditions are satisfied:
   (1) The officer abstains from any participation in the making of
the contract.
   (2) The officer's relationship to the contract is disclosed to the
body or board and noted in its official records.
   (3) If the requirements of paragraphs (1) and (2) are satisfied,
the body or board does both of the following, without any
participation by the officer:
   (A) Finds that the contract is fair to the district and in its
best interest.
   (B) Authorizes the contract in good faith.
   (b) Subdivision (a) shall apply to the following contracts:
   (1) A contract between the district and the officer for the
officer to provide professional services to the district's patients,
employees, or medical staff members and their respective dependents,
provided that similar contracts exist with other staff members and
the amounts payable under the contract are no greater than the
amounts payable under similar contracts covering the same or similar
services.
   (2) A contract to provide services to covered persons between the
district and any insurance company, health care service plan,
employer, or other entity that provides health care coverage, and
that also has a contract with the officer to provide professional
services to its covered persons.
   (3) A contract in which the district and the officer are both
parties if other members of the district's medical or allied health
professional staff are also parties, directly or through their
professional corporations or other practice entities, provided the
officer is offered terms no more favorable than those offered any
other party who is a member of the district's medical or allied
health professional staff.
   (c) This section does not permit an otherwise prohibited
individual to be a member of the board of directors of a district,
including, but not limited to, individuals described in Section 32110
of this code or in Section 53227 of the Government Code.  Nothing in
this section shall authorize a contract that would otherwise be
prohibited by Section 2400 of the Business and Professions Code.
   (d) For purposes of this section, a contract entered into by a
professional corporation or other practice entity in which the
officer has an interest shall be deemed the same as a contract
entered into by the officer directly.