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GOVERNING BOARD MEETING
January 22, 2007
Mercer County Hospital
Meeting Room #1
7:00 P.M.
Members Present: Mr. Kevin Conway Mr. Bill Joseph
Ms. Sharon Sims Dr. Dennis Palmer
Mr. Don Johnson Ms. Suzanne Ramer
Mr. Rex Johnson Dr. Cristina Rosca
Mr. Dick Stone
Absent:
Others Present: Mr. Tim Putnam Ms. Tara Stevens
Mr. Myron Higgins Ms. Susan Pearson
Call to Order:
The January 22nd meeting of the Mercer County Hospital Governing Board was called to order by Mr. Don Johnson, presiding Chair at 7:05 P.M. Mr. Johnson welcomed Dr. Rosca as the Medical Staff Representative of the Board. He also distributed a thank you from a department for the Christmas bonus that was given to staff members.
Minutes:
Minutes of the December 18, 2006 meeting were included in packets for review.
Mr. Conway noted a correction in line 6, under Management Report – “will” should change to “willing”. Discussion ensued regarding the term “sprinklering”. It should be noted that this term refers to sprinklers being added to the building and is used only to save space rather than using “sprinklers will be added to the building”. After minor amendments were made, motion was made by Mr. Rex Johnson, seconded by Dr. Palmer and unanimously voted to approve the December 18, 2006 minutes as submitted.
Closed Minutes:
Closed minutes of the December 18, 2006 meeting were distributed for review.
Motion was made by Mr. Stone, seconded by Mr. Conway and unanimously voted for the closed minutes to remain closed.
Discussion ensued regarding the time frame for reviewing closed minutes. It was decided that closed minutes for the previous month’s meeting would be included in the packet and reviewed/approved at that meeting for accuracy of content. Every six months, the minutes would be reviewed for the purpose of determining whether or not the minutes would remain closed. Mr. Don Johnson asked that research be conducted to determine the statute of limitations on closed minutes.
Financial Report:
Ms. Tara Stevens, CFO reviewed the financial reports with the Board.
· Gross Patient Revenue for December was $1,433,791; Other Operating Revenue for December was $34,334. Gross Operating Revenue for December was $1,468,125; Net Operating Revenue for December was $1,327,410. Total Operating Expenses for December were $984,493. Fiscal Year 2007 profit from Operations was $833,799 and Net Profit of $403,663. Gross AR Days are at 91.84. Contractuals included Medicare Cost Report Settlement for FY 2006 of approximately $270,000. Discussion ensued.
· Ms. Stevens reported that Clinic visits have increased as have Radiology procedures and CT scans. Unfortunately AR days have also increased – this amount has climbed to $1 million over June 2006.
· Bond payment was made on January 1.
· A new CD was recently purchased from THE National Bank
Motion was made by Ms. Sims, seconded by Mr. Rex Johnson and unanimously voted to approve the financial report as submitted.
Planning/Operations:
§ Master Facility Plan Update – Copies of proposed plans from Shive-Hattery were included in the meeting packet. Mr. Putnam noted that the 3 analysis plans present two scenarios – with Long Term Care and without, since LTC does not add additional revenue. He summarized the plans as follows:
Mr. Putnam stated that the community and county would be better served by the last option, however, it would take time, effort and political discussion to accomplish this option. In addition, it would take approximately five years to plan and four years to sell the plan to the community. The better location would give more visibility and most likely more patient volume. 25-year financing was used for the projections. $1 million debt still remains on the present building. Discussion ensued.
Mr. Putnam noted that any phase costing over $7 million would require a Certificate of Need.
Dr. Rosca indicated that simply adding items to bring the facility up to code does not bring in more patients. More space and more services are needed to serve more patients plus house additional physicians.
Motion was made by Mr. Joseph for Mr. Putnam to focus direction on the “15-year plan” as presented, with expenditures for researching up to, but not exceeding $20,000. The motion was seconded by Mr. Rex Johnson and unanimously voted to approve.
§ IDPH Update – Mr. Higgins noted that there was nothing new to report regarding IDPH.
§ IT Update – Mr. Putnam noted that the preferred vendor for the IT system is HMS and the cost of the main servers and some printers will be $750,000. Additional hardware, including handhelds, laptops, etc., will cost $250,000, for a total cost of #1 million.
Upon motion made by Ms. Sims and seconded by Mr. Joseph, it was unanimously voted to authorize $1 million for the purchase of the new IT system.
§ Cy Pres Grant Resolution – Mr. Don Johnson stated that action was taken on the Cy Pres Grant Resolution, a grant from ICAHN which would provide $45,000 toward IT needs, due to time constraints. He noted that the application can be retracted if the Board does not agree with its submission.
Upon motion made by Mr. Conway and seconded by Mr. Stone, it was unanimously voted to adopt the Cy Pres resolution.
Management Report:
§ Mr. Putnam briefly reviewed conferences available for board members to attend – more detailed information will follow in the board update packets.
§ Mercer Foundation for Health – Board members are invited and encouraged to attend the Battle of the Soups, sponsored by the MFFH, on Tuesday, February 6, at the VFW.
§ Corporate Ethics Policy (revised) – Mr. Putnam indicated that revisions have been made to the Corporate Ethics Policy. There had been some concern voiced regarding Dr. Rosca’s membership on the Governing Board since she is an employee of the hospital. It should be noted that Dr. Rosca is a member of the Board representing the Medical Staff.
Upon motion made by Mr. Conway and seconded by Mr. Stone, it was unanimously voted to approve the Corporate Ethics Policy as submitted.
§ Interim Medical Records Consultant – Mr. Putnam indicated that an interim Medical Records Consultant may need to be hired due to the increased number of A/R days.
§ IHA PAC Support – Mr. Putnam reviewed the information regarding the IHA PAC presentation from last month’s Board meeting. He requested Board members to consider donating to this cause, noting that support may be beneficial when renovation begins since it provides us with access to legislators. He further noted that he will only be asking for donations from Board members and management staff to meet the $400 minimum needed.
Quality Improvement Report:
Motion was made by Mr. Dick Stone, seconded by Mr. Rex Johnson to go into Closed session. Roll call vote: Dick Stone, yes; Sharon Sims, yes; Kevin Conway, yes; Don Johnson, yes; Dr. Dennis Palmer, yes; Suzanne Ramer, yes; Rex Johnson, yes; Bill Joseph, yes.
Motion was made by Mr. Rex Johnson, seconded by Mr. Bill Joseph to return to Open session. Roll call vote: Susan Ewing, yes; Dick Stone, yes; Sharon Sims, yes; Kevin Conway, yes; Don Johnson, yes; Dr. Dennis Palmer, yes; Suzanne Ramer, yes; Rex Johnson, yes; Bill Joseph, yes.
Upon motion made by Dr. Palmer and seconded by Ms. Sims, it was unanimously voted to approve the Quality Report as submitted.
Mr. Putnam requested that a rotation begin with one board member attending each QI meeting, in addition to the board member assigned to attend each meeting for the year. A sign-up sheet was distributed. Mr. Don Johnson volunteered to be the Board representative for 2007. Ms. Ramer will be the representative for 2008.
Upon motion made by Mr. Rex Johnson and seconded by Dr. Palmer, it was unanimously voted to approve Dr. Richard Anderson for Pathology for active status.
Upon motion made by Mr. Rex Johnson and seconded by Dr. Palmer, it was unanimously voted to approve Dr. Nancy Cherry for Consulting Staff in Emergency Room.
Medical Staff Report:
Upon motion made by Mr. Conway and seconded by Ms. Ramer, it was unanimously voted to approve the Medical Staff Credentialing Initial Appointment Policy, as recommended by the Medical Staff.
Upon motion made by Mr. Conway and seconded by Ms. Ramer, it was unanimously voted to approve the Medical Staff Credentialing Reappointment Policy, as recommended by the Medical Staff.
Personnel:
Motion was made by Mr. Rex Johnson, seconded by Ms. Sharon Sims to go into Closed session. Roll call vote: Sharon Sims, yes; Dick Stone, yes; Kevin Conway, yes; Don Johnson, yes; Dr. Dennis Palmer, yes; Suzanne Ramer, yes; Rex Johnson, yes; Bill Joseph, yes.
Motion was made by Mr. Bill Joseph, seconded by Ms. Dick Stone to return to Open session. Roll call vote: Sharon Sims, yes; Dick Stone, yes; Kevin Conway, yes; Don Johnson, yes; Dr. Dennis Palmer, yes; Suzanne Ramer, yes; Rex Johnson, yes; Bill Joseph, yes.
Upon motion made by Mr. Conway and seconded by Mr. Stone, it was unanimously voted to authorize expenditure of up to $45,000 to hire interim HIM Director, to assist with A/R and implementation of new software, for 6 month period, until a permanent person is found to fill position.
Governance/Nominating Committee Report:
Mr. Joseph requested that the Executive Compensation and Performance Committee meetings be scheduled beginning the first of September, to follow the completion of auditors, etc., and that subsequent quarterly meetings be scheduled at equal intervals throughout the rest of the year.
Upon motion made by Mr. Conway and seconded by Mr. Joseph, it was unanimously voted to approve the Finance and Audit Committee Charter, Executive Compensation and Performance Committee Charter, Governance and Nominating Committee Charter, as submitted, with the modification suggested by Mr. Joseph.
Upon motion made by Mr. Joseph and seconded by Mr. Stone, it was unanimously voted to approve the job descriptions for Governing Board Chairperson, Governing Board Vice-Chairperson, Governing Board Secretary/Treasurer, and Governing Board Members.
Upon motion made by Mr. Joseph and seconded by Dr. Palmer, it was unanimously voted to approve the Guiding Principles and Values and Board Member Responsibilities.
Discussion ensued regarding the Conflict of Interest Policy and Disclosure Form. Mr. Joseph stated that a Conflict of Interest Policy is available through the county courthouse and it could be used instead of recreating one.
Mr. Conway indicated that with regard to the Governance Calendar, his name should appear under December, 2007, not 2008, and should appear again in 2010.
Upon motion made by Mr. Rex Johnson and seconded by Ms. Ramer, it was unanimously voted to approve the Board Member Nomination Policy and Candidate Application, the Board Member Orientation Policy and Checklist, and the Governance Calendar, with the above noted corrections.
New Business:
There was no new business.
Adjournment:
Upon motion made by Ms. Sims and seconded by Dr. Palmer, it was unanimously passed to adjourn the Board meeting. With no further business, the meeting was adjourned at 9:45 P.M.
Respectfully submitted,
Jean Kiddoo, Administrative Assistant
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Susan D. Ewing
Secretary/Treasurer