Sec. 33-182bb. Organization and membership of medical foundation. Board of directors. Notices.
Sec. 33-182cc. Applicability of chapter. Applicability to medical group clinic corporations.
Sec. 33-182dd. Limitation on business of medical foundation.
Sec. 33-182ee. Corporate name.
Sec. 33-182ff. Applicability of other law. Consolidation; merger.
Sec. 33-182aa. Definitions. As used in this chapter:
(1) “Affiliate” means any person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with another person. A person is deemed controlled by another person if the other person, or one of that other person's affiliates, officers, agents or management employees, acts as a general partner or manager of the person in question;
(2) “Certificate of incorporation” means a certificate of incorporation, as defined in section 33-1002, or any predecessor statute thereto;
(3) “Hospital” means a hospital licensed pursuant to chapter 368v;
(4) “Health system” means a business entity consisting of a parent corporation of one or more hospitals licensed pursuant to chapter 368v, and affiliated through governance, membership or some other means;
(5) “Medical school” means a school of allopathic medicine leading to the M.D. degree, accredited by the Liaison Committee on Medical Education, and affiliated through governance with or part of a university that is either incorporated in this state or established pursuant to any provision of the general statutes and accredited by the New England Association of Schools and Colleges Commission on Institutions of Higher Education;
(6) “Provider” means a physician licensed under chapter 370, a chiropractor licensed under chapter 372, an optometrist licensed under chapter 380 or a podiatrist licensed under chapter 375; and
(7) “Independent practice association” means an organization (A) (i) having owners or members that consist entirely of independent providers, or (ii) that is owned by a tax exempt state-wide professional medical membership association and controlled by independent providers, and (B) that provides services to and on behalf of its members or owners. Such services may include practice management and administrative services such as accounting, payroll, billing, human resource and information technology services. Only a person who is authorized to practice medicine pursuant to section 20-9 may be an owner or member of, or otherwise own or control, directly or indirectly, an independent practice association.
(P.A. 09-212, S. 1; P.A. 10-117, S. 53; P.A. 11-151, S. 1; P.A. 14-168, S. 2; P.A. 16-95, S. 6; P.A. 17-188, S. 3.)
History: P.A. 09-212 effective July 1, 2009; P.A. 10-117 redefined “provider” in Subdiv. (4) to include licensed optometrist; P.A. 11-151 added new Subdiv. (4) defining “medical school” and redesignated existing Subdiv. (4) as Subdiv. (5); P.A. 14-168 added new Subdiv. (1) defining “affiliate”, redesignated existing Subdivs. (1) to (5) as Subdivs. (2) to (6), amended redesignated Subdiv. (3) by redefining “hospital” and amended redesignated Subdiv. (4) by redefining “health system”, effective June 3, 2014; P.A. 16-95 added Subdiv. (7) defining “independent practice association”; P.A. 17-188 amended Subdiv. (7)(B) by making a technical change.
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Sec. 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.
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Sec. 33-182cc. Applicability of chapter. Applicability to medical group clinic corporations. (a) This chapter shall not apply to any corporation, including a corporation described in section 33-182ff, organized for the purposes of practicing medicine and providing health care services to the public under any other law authorizing the provision of such services by a corporation that was valid at the time of such corporation's organization. Any such corporation may bring itself within the provisions of this chapter by amending its certificate of incorporation in such manner as to be consistent with the requirements of this chapter and by affirmatively stating in the amended certificate of incorporation that the members have elected to bring the corporation within the provisions of this chapter. To the extent that such corporation has a current provider agreement with the Department of Social Services, the provider agreement shall remain in effect regardless of any amendment to the corporation's certificate of incorporation.
(b) A medical group clinic corporation formed under chapter 594 of the general statutes, revision of 1958, revised to 1995, and in existence on September 30, 1995, and continuing to operate as such a corporation from September 30, 1995, until July 1, 2009, shall continue to be duly organized if such corporation elects not later than July 1, 2010, to bring itself within the provisions of this chapter in the manner described in subsection (a) of this section.
(P.A. 09-212, S. 3.)
History: P.A. 09-212 effective July 1, 2009.
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Sec. 33-182dd. Limitation on business of medical foundation. No medical foundation organized under this chapter shall engage in any business other than the rendering of health care services for which it was specifically incorporated, except that nothing in this chapter or in any other provision of law applicable to corporations shall be interpreted to prohibit such medical foundation from investing its funds in real estate, mortgages, stocks, bonds or any other type of investments, or from owning real or personal property incident to the rendering of professional services.
(P.A. 09-212, S. 4.)
History: P.A. 09-212 effective July 1, 2009.
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Sec. 33-182ee. Corporate name. Notwithstanding the provisions of subsection (a) of section 33-1045, the corporate name of a medical foundation organized under this chapter shall contain the words “corporation” or the abbreviation “Inc.” or “Corp.”, and shall also contain either a word or words descriptive of the professional service to be rendered by the medical foundation or shall include a reference to the name of the member hospital, health system or medical school.
(P.A. 09-212, S. 5; P.A. 11-151, S. 3.)
History: P.A. 09-212 effective July 1, 2009; P.A. 11-151 added “medical school”.
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Sec. 33-182ff. Applicability of other law. Consolidation; merger. The provisions of this title and title 34, as applicable, shall apply to a medical foundation organized pursuant to this chapter, except to the extent that any of the provisions of this chapter are interpreted to be in conflict with such provisions, in which event the provisions of this chapter shall take precedence with respect to such medical foundation. A medical foundation organized under this chapter may consolidate or merge only with another medical foundation organized under this chapter or under chapter 594 of the general statutes, revision of 1958, revised to 1995, that is duly organized pursuant to this chapter, a professional corporation organized under chapter 594a, a limited liability company organized under chapter 613 or a partnership or limited liability partnership organized under chapter 614, if such corporation, company or partnership is organized to render the same specific professional services.
(P.A. 09-212, S. 6; P.A. 16-95, S. 8.)
History: P.A. 09-212 effective July 1, 2009; P.A. 16-95 replaced reference to Ch. 602 with reference to titles 33 and 34 and made conforming changes.
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