Can a Florida hospital district that is the lessor of a hospital (but not the hospital's governing board) close its meeting under the public-hospital strategic-plan exemption?

Plain-English summary

The Marion County Hospital District (a 2008-created dependent special district) entered into a 2014 lease/purchase agreement covering AdventHealth Ocala. As lessor, the District wanted to meet with the lease assignee to evaluate whether the assignee's hospital expansion plans matched a capital improvement condition in the agreement. The District's general counsel asked whether the meeting could be closed under section 395.3035(4)(a), the Florida Statute that exempts certain strategic-plan discussions of a 'public hospital governing board' from the Sunshine Law and from Article I, section 24(b) of the Florida Constitution.

The AG said no. The strategic-plan exemption is narrow. By its plain terms, it covers only meetings of the governing board of a public hospital. The Marion County Hospital District is not AdventHealth Ocala's governing board; it is the lessor. The District's meetings about the lease, including any review of the assignee's expansion plans, fall under the default Sunshine Law rule. They must be open, properly noticed, and minuted.

Currency note

This opinion was issued in 2020. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Background and statutory framework

Florida's Sunshine Law (section 286.011, Florida Statutes) and Article I, section 24(b) of the Florida Constitution together require open meetings of every state and local governmental board, with narrow exceptions. The public-hospital strategic-plan exemption in section 395.3035(4)(a) was added so hospital governing boards could discuss competitive marketing strategies, joint ventures, and similar information without revealing it to competitors.

Marion County Hospital District structure: created in 2008 as a dependent special district by special act. The District's enabling legislation lets it 'establish, construct, lease, operate, and maintain any hospital or clinic.' In 2014 the District signed a lease/purchase agreement covering AdventHealth Ocala. The District is the lessor; AdventHealth is the operator and governing body. The exemption attaches to AdventHealth's governing board meetings, not the District's lease-administration meetings.

Common questions

Could the District close just the strategic-plan portion of its meeting?
No. The exemption is keyed to the body holding the meeting, not the topic. A District board meeting (lessor) cannot pierce the Sunshine Law by discussing a topic the public hospital governing board could discuss in closed session.

Can the assignee's representatives present strategic information to the District in private?
The AG opinion would suggest no, at least not as part of an official District board meeting. If the District wants information from the assignee, it can request it in writing or during a properly-noticed open meeting. The competitive-information concern that drove section 395.3035(4)(a) does not transfer to the lessor.

Are minutes of public hospital governing board strategic-plan sessions still required?
Section 395.3035(4)(a) addresses the open-meeting requirement, not minutes. Hospital governing boards relying on the exemption should still verify recordkeeping rules apply.

Source

• Landing page: https://www.myfloridalegal.com/ag-opinions/sunshine-law-hospital-district-board-as-lessor
• Original PDF: https://www.myfloridalegal.com/print/pdf/node/1460

Original opinion text

Mr. Joseph M. Hanratty

General Counsel

Marion County Hospital District

P.O. Box 2340

LaBelle, Florida 33975-2340

Mr. Hanratty,

On behalf of the Marion County Hospital District (“District”), you have asked substantially the following question:

Does section 395.3035(4)(a), Florida Statutes (under which portions of a public hospital governing board meeting addressing confidential strategic plans are exempt from statutory and constitutional open meeting requirements) apply to a meeting of the board of directors of the District at which the corporate assignee of a lease/purchase agreement (“Agreement”) pertaining to AdventHealth Ocala hospital would present information regarding the assignee’s hospital expansion project plans so that the District--which is the lessor, but not the governing board, of AdventHealth Ocala--can ascertain whether such plans are consistent with a capital improvement condition of the Agreement?

In sum, because the District has identified itself as the lessor, but not the governing board, of AdventHealth Ocala, and the exemption “from s. 286.011 and s. 24(b), Art. I of the State Constitution” provided by section 395.3045(4)(a) is confined to meetings of the governing board of a public hospital, that exemption would not apply to the District meeting described.

Background Facts

In 2008, the Legislature created the Marion County Hospital District, a dependent special district. Under its enabling legislation, the District is authorized to establish, construct, lease, operate, and maintain any hospital or clinic necessary for the preservation of the public health, for the public good, and for the use of the public of the special tax district described in the special act charter.1

In 2014, the District entered into a forty-year Lease and Asset Purchase Agreement with Community Health Systems (“Agreement”) pertaining to Florida Hospital Ocala / Munroe Regional Medical Center. The District represents that an important element of the Agreement is a condition that the lessee expend $150,000,000.00 (one hundred fifty million dollars) in capital improvements.

In 2018, the Agreement was assigned to Florida Hospital Ocala, Inc., a Florida not-for-profit corporation and a subsidiary of Adventist Health System Sunbelt Healthcare Corporation. Both Florida Hospital Ocala, Inc. and Florida Hospital Ocala / Munroe Regional Medical Center are now known as AdventHealth Ocala. The District has identified itself solely as the “lessor,” and not as the “governing body,” of the hospital.2

In furtherance of its role overseeing contract compliance, the District board plans to meet with AdventHealth Ocala to discuss the lessee’s proposed development of new service lines and other future expansion plans, and thereby obtain information needed to ultimately determine whether these comply with the Agreement’s capital expansion condition. In the District’s view, the subject matter of these discussions, if addressed in a meeting of the governing board of a public hospital, would meet the definition of a “strategic plan” under section 395.3035(6). A “strategic plan,” as defined in section 395.3035(6), is made “confidential and exempt from the provisions of s. 119.07(1) and s. 24(a), Art. I of the State Constitution” under section 395.3035(2)(b). These informal comments reflect no assessment regarding whether the hospital expansion project plans generally described in the District’s submittal letter would or would not constitute a “strategic plan” within the meaning of section 395.3035(6), nor do they address whether such plans might be confidential and exempt from the provisions of section 119.07(1) and section 24(a), Article I of the State Constitution pursuant to section 395.3035(2)(b).3 The District agrees, however, that if the exemption provided by section 395.3035(4)(a), Florida Statutes, does not apply, then such District board meeting would be subject to otherwise applicable open meeting requirements.

Legal Analysis
We are asked to consider whether a statute creating a limited exemption from the Sunshine Law (section 286.011, Florida Statutes), and applicable only to a meeting of the governing board of a public hospital involving discussion of a “strategic plan,” may be interpreted to apply to a meeting between a non-governing, hospital special district/lessor and its hospital operator/lessee to consider matters related to the latter’s compliance with lease agreement conditions regarding hospital expansion project plans. Mindful of the express limitation contained in the statute, District counsel has correctly construed the exemption as inapplicable, by its terms, to the proposed meeting.

Chapter 395, Florida Statutes, relates to hospital licensing and regulation. Section 395.3035(1) provides that “[a]ll meetings of a governing board of a public hospital and all public hospital records shall be open and available to the public in accordance with s. 286.011 and s. 24(b), Art. I of the State Constitution and chapter 119 and s. 24(a), Art. I of the State Constitution, respectively, unless made confidential or exempt by law.” Thereafter, the statute provides for a number of exemptions and for the confidentiality of certain hospital records and meetings. Among these, subsection (4)(a) provides that “those portions of a board meeting at which one or more written strategic plans that are confidential pursuant to subsection (2) are discussed, reported on, modified, or approved by the governing board [of a public hospital] are exempt from s. 286.011 and s. 24(b), Art. I of the State Constitution.”

Section 395.3035(1) makes clear that unless an exemption applies, all meetings of the governing board of a public hospital are to be open to the public. “Where a statute sets forth exceptions, no others may be implied to be intended.”4 As the Florida Supreme Court has observed, where the legislature has provided express exceptions to a statute, “[w]e must assume that it thoroughly considered and purposely preempted the field of exceptions to...the statute,” and that, “had the legislature intended to establish other exceptions[,] it would have done so clearly and unequivocally.”5 “We cannot write into the law any other exception[.]”6 As applied here, because the exemption in section 395.3035(4)(a) applies only to “a governing board of a public hospital,” it is inapplicable to a meeting of the District, which is not such a governing board.

Conclusion
Based on the foregoing, the exemption provided for in section 395.3035(4)(a) would not apply to the proposed meeting between the District board and its lessee, AdventHealth Ocala, to discuss information related to the District’s determination of whether the lessee’s proposed plans for development comply with the capital improvements requirement of the Agreement. I trust these informal comments will be useful to you.
Sincerely,

Teresa L. Mussetto

Senior Assistant Attorney General

1 See ch. 2008-273, Laws of Florida.

2 See submittal letter dated March 4, 2020 at 2 (describing the District solely as the “lessor,” and not as the “governing body,” of the hospital, and opining that the exemption in section 395.3035(4)(a) is inapplicable for that reason); see generally Op. Att’y Gen. Fla. 2007-28 (2007) (“Whether the terms of the lease [alter] the status of the [lessor] as the governing body of the hospital is a determination that the [lessor] must make.”).
3 These informal comments reflect no assessment regarding whether the hospital expansion project plans generally described in the District’s submittal letter would or would not constitute a “strategic plan” within the meaning of section 395.3035(6), nor do they address whether such plans might be confidential and exempt from the provisions of section 119.07(1) and section 24(a), Article I of the State Constitution pursuant to section 395.3035(2)(b). They also reflect no comment regarding the alternative to a public meeting suggested in the District’s submittal letter.
4 Op. Att'y Gen. Fla. 2014-10 (2014) (concluding that, because an evaluation undertaken pursuant to section 155.40(5), Florida Statutes, for purposes of the sale or lease of a public hospital could not be characterized as a "strategic plan," as defined in section 395.3035(6), the exemption provided for in section 395.3035(4)(a) did not apply).
5 Dobbs v. Sea Isle Hotel, 56 So. 2d 341, 342 (Fla. 1952).

6 Id.