Section 233.02 - University of Wisconsin Hospitals and Clinics Authority: creation; organization of board of directors(1) There is created a public body corporate and politic to be known as the "University of Wisconsin Hospitals and Clinics Authority". The board of directors shall consist of the following members: (a) Six members nominated by the governor, and with the advice and consent of the senate appointed, for 5-year terms.(am) Each cochairperson of the joint committee on finance or a member of the legislature designated by that cochairperson.(b) Three members of the board of regents appointed by the president of the board of regents.(c) The chancellor of the University of Wisconsin-Madison or his or her designee.(d) The dean of the University of Wisconsin-Madison Medical School.(e) A chairperson of a department at the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.(f) A faculty member of a University of Wisconsin-Madison health professions school, other than the University of Wisconsin-Madison Medical School, appointed by the chancellor of the University of Wisconsin-Madison.(g) The secretary of administration or his or her designee.(2) A vacancy on the board of directors shall be filled in the same manner as the original appointment to the board of directors for the remainder of the unexpired term, if any.(3) A member of the board of directors may not be compensated for his or her services but shall be reimbursed for actual and necessary expenses, including travel expenses, incurred in the performance of his or her duties.(4) No cause of action of any nature may arise against and no civil liability may be imposed upon a member of the board of directors for any act or omission in the performance of his or her powers and duties under this chapter, unless the person asserting liability proves that the act or omission constitutes willful misconduct.(8) The members of the board of directors shall annually elect a chairperson and may elect other officers as they consider appropriate. Eight members of the board of directors constitute a quorum for the purpose of conducting the business and exercising the powers of the authority, notwithstanding the existence of any vacancy. The members of the board of directors specified under sub. (1) (c) and (g) may not be the chairperson of the board of directors for purposes of 1995 Wisconsin Act 27, section 9159 (2). The board of directors may take action upon a vote of a majority of the members present, unless the bylaws of the authority require a larger number.(9) The board of directors shall appoint a chief executive officer who shall not be a member of the board of directors and who shall serve at the pleasure of the board of directors. The chief executive officer shall receive such compensation as the board of directors fixes. The chief executive officer or other person designated by resolution of the board of directors shall keep a record of the proceedings of the authority and shall be custodian of all books, documents and papers filed with the authority, the minute book or journal of the authority and its official seal. The chief executive officer or other person may cause copies to be made of all minutes and other records and documents of the authority and may give certificates under the official seal of the authority to the effect that such copies are true copies, and all persons dealing with the authority may rely upon such certificates.1995 a. 27, 216; 2007 a. 109; 2011 a. 10.