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10-21-2003 LIBMBOARD OF DIRECTORS MEETT iG — October 21, 2003 Hospital — Conference Room Aff3 Members present were: Chairperson, Steve Snapp; Mice Chairperson, Wayne Fomm; John Houle, Secretary; Sherry Ristau, Trustee; DLiam- Hoversten, Trustee; and Pastor Randy Chrissis; and Dr, Cate McGinnis, Chief of Staff. Others present were: Philip Graves, President; Pam Larson, Finance, Information, and Material Services Division Director; Robyn Erickson, Care anal Program Support Services Division Director; Pat Halversorn, Community Care Programs and Services Division Director; Linda Krentz, Burns Manor Nursing Home Administrator; Andey Rasmussen, McCaugh ConstradiQu; Jay Christiansen, Faegre and Bemson; Brian Weinreis, Vice President, Finance — regional Health Services; Elaine Schermann, Quality Representative; Doug Hanneinan, Hutchinson Lea&x; and Corrinne Schlueter, recorder. Chairpersorn Snapp called the meeting to order at 5:37 PM, I_ Minutes of Last Meeting, The minutes of the September 16, 2003, were presented and discussed. Following discussion, Forturi made a motion, seconded by Chrlssis, to approve the minutes of the September 16, 2003, meeting. All were in favor. Motion carried. TT, Medical fttff Meedng Minutes and Credentialing Dr. McGinnis nn.is provided a report on the recent Medical Executive Committee Meeting. The following practitioners were recommended for membership to the Medical Staff, Initials. Michael Long, PA-C Physician Assistant Allied Health Ind. Sarver Suleiman, MD Radiology Courtesy Provisional. Gerald Berherick, OP -C Orthopedic Teen Allied Health Dep. Todd Christianson, OPA-C Orthopedic Tech, Allied Health Dep, Scott Stevens, NW Orlhopedics Active Reappointments. Thomas Ibach, MD Radiology Active Dennis Murphy, DG Family practice Active Stacy Nichols, MD Psychiatry Active �� 7Y 5La)5 , Board of Directors Page two October 21, 2003 Doan Nis en, NM Family Practice Active Patricia OIson, PA -C physician Assistant Allied Health Ind. H. Cris l emucal, MD Surgery Active Leone Ritz, Mil Pathology Active Paul Rwu MD Radiology Courtesy CLristopher Wallyrl, MD OphtbalmoIegy Active Resignations. Jay Johnson, MD Orthopedics Active Pick Lassen, MD 0101amigology Active Following discussion, McCii nnis made a motion, seconded by Ristau, to grant membership and privilege to the above listed practitioners as recommended by the Medical Executive Committee. All were in favor, Motion carved. III. New Business. A. Construction U date. Andey Rasmussen, from McGough Construction. was present at the meeting to provide the following project update. * The Health Plaza Renovation (Phase T) is now cumplete with the -exception of some, minor air balancing and Owner training on the mechanical systems, The months of September and October have been good for construction and the exterior walls are coming together. The Critical Care Unit, Surgical Link, Meditation and Family Lounge, and Urgent Care Additions will be one] osed by mid November, Erect on of the structure and exterior walls continue at the Front Entry and Surgery Recovery additions. + The courtyards have been regraded and rlandscaped to allow for better drainage. The site work contractor is scheduled to install concrete at the Eli Entrance, Urgent Care, and CCU additions this fall. The balance of the site work w il1 be completed in the spring of 2004. Interior work has also progressed, The Minor Surgery Room and Surgical Storage areas will be complete ;6 thin one week. Demolition is now complete in the lower level Medical Records Area with new constructim scheduled to start this week. Renovat ion in areas of OB, Emergency, and Surgery wi 11 require multiple phases and close coordination with the Hospital- The sequencing of the OB Unit is in progress and will occur in four phases starting in November. Board of Iirectois Page three October 21, 2003 Wras(Tucturc upgrades for the new emergency generator and new chiller are underway. All the new mechanical rooftop units (RTU') are on site and are being placed as progress allows. The burners are being changed in the boilers at this time. The mw chiller is scheduled to be installed in the. mouth of November. The electrical contractor is in the process of switching emergency power backup front the, old generators to the new emergency generator. The Hospital will be fully transferred to the nevi emergency power supply in early November. Rasmussen provided infanta Lion to the bard on the regnest for a change order to modify the code blue and nurse call systems througljout the hospital. The ehange i11 not exceed 543,345. Follow0g discussion, McGinnis made a motion, seconded by Fortun, to approve the change order for revisions to the Code Blue and Nurse Call System in an amount not to exceed $43, 345,00. A11 were in favor. Motion carried. B "Memorandum of Ujaderstandirm. The board receivfd a presentatior< from Jay Christensen, Attorney from Faegre and Benson regarding a Memorandum of Understanding (attached), behveen Hutchinson Area Health Care and Presbyterian Homes and Services, Christensen stated the MOU is not binding for anyornc and has the same effect as a letter of intent. The purpose of the document is to identify key principals and conditions in a partnership reIationship that will obtain as a new Mirin esota nonprofit corporation, referred to as "Ne ro" is formed to provide senior care services, Resolution ofBoard of Directors. The board reviewed a Resolution (attached), which asks that a Transaction Committee comprised of the individuals named below as the initial directors of the entity formed, to undertake the transaction contemplated by the MOU. The Transaction Committee would be the same people as the members of the Ne co Board. The members of this Transaction Committee are proposed to be: Phil Graves, Wayne l~ortun, and Pastor Raridy hrissis. The company's other three board members will include Presbyterian Homes CFO, Dan Lindh and two other people from that organization. Following discussion, Hoversten made a motion, seconded by McGinnis, to request authority from the City Co-an elI to autborize the Board of Directors of Hutchinson Area Health Care to proceed in forming a new company between Hutchinson Area Health Care and Presbyterian 11ornes for the }purposes of 5(45 V- Board of Directors Page four October 21, 2003 providing Senior Care Services in accordance with the principles and conditions outlined in the MOU and resolution (attached), All were in favor. Motion carried. , Foundation. Caro 1 Stark, Vice President of the Hutchinson Area Foundation for Health Care was at the meeting to request the Hutchinson Area Health Care Board to fund a Planning process and hire a Foundation Director at the expense of HAH . Graves stated that a recent proposal from a planning service would not exceed $10,000. Trustees asked several questions about the planning process and the order of filling the position of Director without a detailed plan from the Foundation, Stark reported the Foundation intends to work on a plan to more clearly define its mission and work, but determined the Director position should be added at the same time, Chrissis suggested the mission of the Foundation should be better aiipod with the work of the hospital and that HA,H should fend both the planning process as well as the position ofbirecter in order to continue to foster a closer working relationship between both organizations. Following discussion, Clhrissis made a motion, seconded by McGinn] S' to authorize the HAHC President to hire the services of a consultant to lead a planning process for the Foundation and to hire the services of a Foundation Director as an employee ofHAH, Sax were in favor; Snapp declared a conflict of interest and refrained from discussion as well as voting hecause of his prnfessivnal investment relationship with the Foundation. Motion carri ed. IV. Organizational Reports, A- President.. Graves reported the Leadership retreat was held at the Evcnt Center, and quite a bit of time was spent regarding patient safety. Our Senior Leadership group MU review and revise, as accessary, the Strategic Plan , Carr Flowers Icase in the Plaza 15 will expire at the end of October. B. Acute Care Programs and Services. Nothing further to report. C. Carer and Pngam Support Services, Nothing further to report. D. Commuj iV twore Prurams and Services. Nothan further to report, E, Finances Information and Material Services, Nothing further to report. F. Senior Care . KCrentz reported business is good and the census is strong. Halloween Part} is scheduled on October 31 " TI Board ofDirecturs Page five October 2 1, 2003 C. Director of Medical Affairs. Nothing further to report. Patient Safety and Performance loprovem [it committec. We are continuing to move forward with the Work Farce Re] ationship Team. which will be Ied by Mu [der and Erickson. Schemann provided a brief overview of the work of the Institute of clinical Improvement (ISI) and the work effort that is happening in the hospital as a result of belonging to that organization. Allina Report, Brian We. inreis was at the meeting and reported on the budget process witWn A111na. He also commented on the income strum needed to fund the growth required in the company in the short term. He briefly reviewed the focus on the new vision for A] Iina that wi11 make the company a preferred place to work as well as the preferred place for patients to receive bralth care services, Accounts Payable. The accounts payable and cash disbursements for September 2003, were presented for payment. • Following discussion, Houle made a motion, seconded by Chrissis, to approve the - accounts payab] o and cash disbursements as listed in the amount of $7,071,994.04. Six were in favor. Hoversten abstained. Statistical Deport. Graves presented the statistical report for the month of September 2003. Financial Report. Larson provided the financials for the month of September 20003, which showed a net income of $2 5 1,810 compared to a budget of $124,563. FolIawirng discussion, Fortun made a motion, seconded by Euversten, to approve the financial report as presented. Ali were in favor. Motion carried. Governing Board Retreat. Graves asked the board to express their thoughts about the Governing Board Retreat. One of the comments Nvas they enjoyed the information that was given out, always find it to b?. enjoyable, the Event Center was good, but one a] ways Board of Directors Page six October 21, 2003 tbinks of running home to do something. Another said they enjoyed the Event Center as it saved travel time. Houle remarked he appreciated being able to go home at night. Snapp remarked he enjoyed the closeness with the Medical Staff. He said the relationship is great and we need to con timia, to foster this relationship, There being no further business, Fortun made a motion to adjourn, seconded by Chrissi S. All were in favor, Motion carried, Meeting was adjoi, rmed at 8,00 P.M. 1 espectfi Hy submitted, Coni-une Schlueter John Houle Recorder Secretary