Chapter 3 – University of Iowa Health Care

(President 10/30/15)

3.1 Organization and Scope

University of Iowa Health Care (UI Health Care) is a comprehensive academic medical center that offers world class health care through the provision of clinical services, medical education, and medical research for the State of Iowa. UI Health Care is comprised of the Carver College of Medicine (CCOM), Center for Disabilities and Development (CDD), University of Iowa Hospitals and Clinics (UIHC), and University of Iowa Physicians (UIP) (see paragraphs a–c below) and is assisted in completing its mission through its affiliation with the University of Iowa Health System (UIHS) and the University of Iowa Health Alliance (UIHA). UI Health Care also engages in other charitable, educational, and scientific activities that would further its mission. Through this mission, UI Health Care strives to improve the health of each patient, the health of Iowans, and the value of health care provided to Iowa. 

  1. Carver College of Medicine. The Roy J. and Lucille A. Carver College of Medicine operates educational programs in medicine, graduate medical education, continuing medical education, physician assistant, physical therapy and rehabilitation science, nuclear medicine technology, radiation sciences, perfusion technology, and orthoptic training. CCOM also performs a wide array of basic science research, clinical research, and clinical care through University of Iowa Physicians.
  2. University of Iowa Physicians. University of Iowa Physicians is the multispecialty medical and surgical clinical practice comprised of the faculty and staff of CCOM.
  3. University of Iowa Hospitals and Clinics. University of Iowa Hospitals and Clinics operates an adult hospital, a children’s hospital, a psychiatric hospital, a graduate medical education program, as well as a wide array of ambulatory clinics. 

3.2 Governance

The Vice President for Medical Affairs (VPMA) shall be responsible for the business and affairs of UI Health Care, including establishing an integrated strategic direction to achieve UI Health Care’s mission, establishing an integrated budget, and overseeing the operations of UI Health Care. The VPMA shall report to the President of the University, except for those activities for which the VPMA is directly responsible to the Board of Regents, State of Iowa, as set forth in this Operations Manual and applicable law. “Board of Regents” as used in this chapter refers to the Board of Regents acting in their capacity as the governing board for the University of Iowa and as trustees for the University of Iowa Hospitals and Clinics (IC 262.7BRPM 1.2). The VPMA shall engage a cabinet to advise the VPMA on the management of UI Health Care’s operations at the VPMA’s direction. The cabinet shall be responsible for overseeing the day-to-day operational decisions made by the leaders in their areas of responsibility.

  1. Cabinet. The cabinet shall consist of the VPMA, UIHC chief executive officer, CCOM dean, UIP executive director, and such other individuals who are appointed from time to time by the VPMA, at the VPMA’s sole discretion. All members of the cabinet serve as at-will appointees of the VPMA. 
  2. CCOM dean. The CCOM dean shall report to the VPMA, except for those activities for which the CCOM dean reports to the Provost, as set forth in this Operations Manual.
  3. UIP executive director. The UIP executive director shall report to the VPMA, provided, however, that such reporting relationship may be delegated to the CCOM dean.
  4. UIHC CEO. The UIHC CEO shall report to the VPMA.
  5. Other leadership. The VPMA, with the advice of the cabinet, may authorize other agents of UI Health Care to take such actions as may be necessary to carry out the strategic direction and operations of UI Health Care.

3.3 Authority of the VPMA

Subject to applicable law, the Operations Manual, and the direction of the Board of Regents and the President, the VPMA shall have the authority and responsibility with respect to each of the following matters:

  1. Strategic planning of UI Health Care.
  2. Business plans of UI Health Care.
  3. Operating and/or capital budgets of UI Health Care, in conjunction with the University Treasurer.
  4. Oversee leadership personnel of UI Health Care.
  5. Oversee the research enterprises of UI Health Care, in conjunction with the UI Vice President for Research.
  6. Oversee the educational enterprises of UI Health Care, in conjunction with the UI Executive Vice President and Provost.
  7. Oversee the clinical enterprises of UI Health Care.
  8. Establish policies and procedures for UI Health Care consistent with this Operations Manual and applicable law.
  9. Advise the Board of Regents, UI President, other UI institutional officers, and other state officials, as appropriate, on statewide health care issues.
  10. Propose any amendment to this chapter of the University of Iowa Operations Manual.
  11. Approval of incurrence of indebtedness by UI Health Care in coordination with the chief financial officer for UI Health Care and the UI Treasurer.
  12. Development of payor strategy and execution of payor strategy for UI Health Care, including approval of all payor agreements.
  13. Approval of all shared service and purchased service agreements among UI Health Care units and with other University units.
  14. The transfer of assets between the UI Health Care components, with or without consideration and direct the transfer or sale of assets of the UI Health Care, in conjunction with the UI Treasurer and subject to any applicable contractual obligations, including bond covenants.
  15. Transfer, sale, or closure of any facility, department, or service from and to UI Health Care, with or without consideration, subject to any applicable contractual obligations, including bond covenants, in conjunction with the UI Treasurer.
  16. Material corporate transactions of UI Health Care.
  17. Serve as the principal liaison with University of Iowa Health System and its affiliated entities. 
  18. Serve as principal liaison with University of Iowa Health Alliance and its affiliated entities.
  19. Direct fundraising to address all aspects of private support for UI Health Care, including serving as the principal liaison for UI Health Care to the University of Iowa Foundation.
  20. Serve as the principal liaison to the University of Iowa.

3.4 Limitations upon Authority of VPMA; Authority Retained by Other Persons or Entities

Notwithstanding the provisions of I-3.3, subject to applicable law, the direction of the Board of Regents and the President, and this Operations Manual, the VPMA shall not, without approval of the President:

  1. Direct the transfer, sale, or closure of assets, facilities, departments, or functions at UI Health Care if such action would materially impact ability to deliver health care, provide medical education, and perform medical research.
  2. Take any action that would materially impact the federal tax-exempt status of UI Health Care or any tax-exempt member of UI Health Care or in the taxability of any tax-exempt bonds of UI Health Care or any tax-exempt member of UI Health Care, as determined by legal counsel with expertise in tax-exempt status and tax-exempt bond matters selected by UI Health Care and the UI Treasurer.
  3. Direct or request any action that would, in the opinion of nationally recognized legal counsel, pose a material risk of violation of applicable law.

3.5 Dissolution

In the event of dissolution of UI Health Care or the Office of the Vice President for Medical Affairs for any reason, the President of the University of Iowa shall be responsible for directing the oversight of the assets of UI Health Care and the Parties shall return the relationship in existence status quo ante as of formation of UI Health Care, to the extent possible, subject to the direction of the President and the Board of Regents, as applicable.