Southern Coos Health District Board of Directors Meeting 7:45 p.m. Minutes I. Call to Order - The regular monthly meeting of the Board of Directors for Southern Coos Health District was called to order at 7:45 p.m. by Chairman, Bob Hundhausen. Members Present: Bob Hundhausen, Chair; David Allen; Marilyn Noorda; Brian Vick; and Esther Williams. Others Present: Jim Wathen; Robin Triplett; Jim Coffey, Counsel; Cindy Vollmer; Gracie Guevara; Amy Moss-Strong; Megan Holland, M.D; Patti Kunz; Chris Cox; Jay Straley; Dan Gehring; Dennis Jurgenson; Lauren Paquet; Mary Kemp; Carri Wathen; Darwin Noorda; Myra Lawson; Barbara Dodrill; Scott Briggs; Sandra Carter, D.O.; Carol Acklin; Jim Giambrone; and others. Mr. Hundhausen said they had an Executive Session and he said he was going to change the agenda slightly to discuss input from the Executive Session. He asked Ms. Williams if she had a motion. Ms. Williams Moved to terminate the contract of the CEO of the health district pursuant to Section 11 (b) of the current contract, effective July 31, 2012. The motion to terminate the contract is not made for cause but for the convenience of the District. Ms. Noorda Seconded the motion. Mr. Hundhausen said it had been moved and seconded to terminate the existing contract effective July 31, 2012, and the motion is open for discussion. Mr. Allen said he knew that his fellow Board members all have good reasons for voting their way. He said he had to go on record and say three things: 1) Jim has done a lot of good things for the hospital and District over the time he has been here. This is bad timing, in view of the uncertainty of where healthcare is going and Jim s experience in being connected in where things are going; 2) I am concerned about the expense involved. I roughly estimate the expense to be somewhere between $200,000 and $250,000 you certainly are not going to generate on our margin. 3) The last thing I would say is that I am truly concerned that we can replace Jim with anyone as competent. We are, despite what anyone feels about our hospital, not an attractive destination for a CEO who is moving up or who wants to retire slowly. We are an extremely small hospital, we are fragile, and sometimes a contentious Board. I am concerned whether we will be able to replace Jim with someone as good. Having said that, I respect the opinion of my fellow Board members and thank you for this opportunity to speak. Mr. Hundhausen said he felt it was appropriate for the Board to understand that timing is important and he has been keenly aware of the need for interim leadership. He has determined Alan Dow is available to act as Interim CEO. This has been somewhat persuasive to me in the timing of a termination that is never opportune or totally satisfactory. I think the Board is aware of Jim s contributions to the hospital and the 17 years he has been here. Mr. Hundhausen said you have Page 1 of 5
the motion before you. I will take the membership vote. Ms. Noorda said she was for the motion; Ms. Williams voted Yes; Mr. Hundhausen voted Yes; Mr. Allen voted No; Mr. Vick voted No. Motion carried. Contract will be terminated July 31, 2012. Mr. Hundhausen said he thought it is important for the community to understand that the Board wishes to pursue available opportunities and options under the terms of this contract. He emphasized again that the action to terminate the contract was for the convenience of the District, not for cause. Mr. Allen said he presumed that other Board members, in addition to you and Ms. Williams will be meeting with the Leadership Team during this transition. Mr. Hundhausen said observing quorum factors, yes. Mr. Hundhausen said we will be having an Executive Session in the near future. Mr. Allen commented that along with that if we are going to not have anyone who wishes to meet with the Leadership Team during this transition because of quorum problems that I am not sure I vote for you and Ms. Williams. Ms. Williams said it can be anybody. Let s leave that to be determined. Mr. Hundhausen said we will leave it at that. II. Public Input Jim Giambrone said he thanked the Board for this action. I think it is simply time, same with professional sports, sometimes changes are needed. We need to move forward. As an active member of the community, I can vow my continued support of the organization and I will do what I can to keep us a viable, healthy, safe organization. Jay Straley - By terminating Mr. Wathen, the Board has sent a frightening message to all employees of the District, that no matter how hard you work, no matter how dedicated you are, even if you do an excellent job with the limited resources we have, your job is not safe. Those proud to serve under Mr. Wathen, they admired his work ethic and his dedication to the District, the hospital, and most important, every single patient who walked through its doors. You will be missed. Mr. Straley said he respected Mr. Wathen for standing up for what is right. He thanked Mr. Wathen for his service. Mr. Hundhausen said there would be no other personnel changes at this time. III. Consent Agenda Mr. Hundhausen said we will proceed to the Consent Agenda that includes the Minutes of June 21, 2012 and the Foundation report. Mr. Allen Moved to accept, then said he had a correction in his comments and that the word fet is supposed to be fete. This correction will be made. Mr. Allen then finished his motion to accept the Minutes. Mr. Vick Seconded. Mr. Allen said he commended the Foundation for everything they are doing. They gave us their Annual Report and have donated $34,000 this month for capital improvements and equipment. They do a wonderful job and he commended them. Consent agenda passed. IV. Staff Reports CEO Report Referred the members to his report and said he would answer any questions they have. Praised everyone for a great golf tournament. We had 84 players and it was nice. We are currently working with LifeStyle Medicine Institute in support of their education program called Prevention, Arrest and Reverse Chronic Disease. The meetings will be one-hour presentations which are basically Page 2 of 5
information services and providing them with the space. They will be held on the evenings of August 6, 8, 13 and 15. These presentations will all be the same so you only need to attend one. Between August 19 and September 13 there will be presentations on Sunday, Monday, Wednesday, and Thursday. The more people understand about chronic disease and what they can do to make their lives better and healthier can only be a positive result. In order to have an effective website we are addressing some changes. What we have now is going out at the end of this year. Everything needs to be replaced and reworked. We are going through a lengthy process on what we want to do with our website. We have narrowed it down to 2 companies. Right now we cannot add anything to the website without taking something off, and we are limited in what we can do. It is going to cost the District less than $10,000. This will help the public access information and learn about healthcare and ways to improve their health. The work will be complete by the end of September. Oregon is the 6 th lowest of all the states and the District of Columbia in terms of hospital costs compared to total hospital costs. This is very positive about how things have been handled and how healthcare has been provided in the State of Oregon. CFO Report Patient days were higher than May, still below our YTD average of 127. The increase in June came from a significant increase of 44 swing bed days while inpatient increased by 11. Gross revenues for June was $43,000 less than in May. Lower outpatient visits in lab, imaging, respiratory and lower surgery volumes also affected bottom line. ER visits for June were flat to May. Clinic visits were down by 40. For June we had a positive bottom line of $37,409. End of June fiscal bottom line was $181,000 compared to a positive fiscal bottom line of $200,621. Gross revenues for the end of June were $2,130,000 below budget. She said the hospital and staff have done a wonderful job of holding down expenses this year. At the end of June this year, operating expenses are $1,800,000 below budget. Contractual allowances and Bad Debt were also lower than budget in June. Professional fees continue to be the main operating expenses and were significantly over budget for the month of June entirely due to locum tenens coverage in ER. Days in A/R continue to decrease. Cash on hand is still very strong. Medical Staff Report Dr. Holland said at the last Medical Staff recommended four new physicians for privileging for Telemedicine; Marrisa Camrud MD, Marcus Parker MD, Joe Parkey MD, and Christopher Gordon MD. We rely on vrad Teleradiology regarding their credentialing process. Ms. Williams Moved to accept the Medical Staff recommendation; Mr. Vick Seconded. Mr. Allen requested that we table until next Board meeting. Mr. Allen requested that we find out more about the claims we had received and any action taken. Mr. Wathen said that none of the instances were reported to the Medical Staff for investigation or Peer Review. As soon as we have it we will make sure that vrad or Southern Coos Hospital conduct an independent review with respect to whatever occurred based on the reading that took place. Discussion followed about readings by vrad for BCHC. Dr. Holland said we need someone to request a Peer Review so we can start the process. Ms. Williams withdrew her motion. Mr. Vick withdrew his second. Issue was tabled until the next meeting. V. Old Business Finance Committee Appointments Mr. Wathen said in response to the Board s decision at the last meeting, we will be initiating public Page 3 of 5
announcements encouraging applicants to provide information to us. This will be done on a monthly basis through November, letting everyone know that it is going to remain open and the application process will be closed effective December 1, at which time the Board would consider applicants at the December meeting. VI. New Business Benchmark Reports: Mr. Wathen said he had no concerns. Core Measure Report Dr. Holland said we continue to get Core Evaluations on heart failures. I have discussed this with the Board because we don t have an Echocardiogram machine. The Medical Staff has discussed this particular Core Measure and how we can meet it without the ability to do Echocardiograms onsite. Unless we have the ability to do Echo Cardiograms it is still going to continue to be a challenge for us to meet this particular Core Measure. Mr. Allen said he knows the Foundation is looking for something like that to have a big campaign about. He suggested that Dr. Holland talk to Melody Gillard-Juarez, Foundation Director. Dr. Holland said it would be very useful to us in terms of providing a service for outpatient providers. I order several of these a week and they have to go to Bay Area Hospital. In addition, it would help our inpatient providers with patients who have heart failure and heart conditions. Mr. Allen said a new service like an Echocardiogram, if it is within reason, could be something the Foundation would embrace. Mr. Hundhausen said he has asked Jim Coffey to look into our Bylaws regarding a decision that was made at the last meeting. There was a question as to whether we needed a majority vote of the full Board to prevail on a motion. The Bylaws, as written right now, casts some doubt on that. Mr. Coffey said as long as there is a five-member Board, three will carry a motion. If you have a quorum, which is only three members, you have to have an unanimous vote. If you have four members of the Board present, you still have to have three affirmative votes to adopt a measure. Mr. Hundhausen said he stands corrected on his ruling with regard to the motion and asked Mr. Coffey if this was under the ORS Revised Statutes. Mr. Coffey said it was under Chapter 162.660. Mr. Allen asked Mr. Coffey if that was literally what our Bylaws said. Mr. Coffey said it is not literally what your Bylaws say, but that is what Oregon Law requires. Mr. Allen said we need to amend some Bylaws and Mr. Coffey concurred. Open Discussion Ms. Vick Thanked everyone who helped with the Health Tournament. Kudos to all who helped. Mr. Allen Thanked Mr. Wathen for all his service. You have been wonderful to our District. Mr. Vick and Mr. Hundhausen seconded Mr. Allen s comment. Ms. Williams Said she sort of lived with Jim for the last 17 years. I was already at the old hospital when he arrived. She watched him as he went through the agony of trying to convince people we needed a new hospital. I remember the model, mock-up, of the new hospital facility. He would stand in front of that old hospital and talk to anybody who came by to look at it. He had a great deal of trouble with Dr. Aitchison who didn t want to give up that view. We went from a really ratty old Page 4 of 5
facility that was falling down around us to the wonderful facility we have now, and it was all because of Jim. He really did everything. He had a vision, he stuck to that vision, he worked that vision, and it came true. We have a wonderful hospital because of that. Thank you Jim! Ms. Noorda She thanked Jim for some of the conversions they have had over the last few years. She then said it was nice to see doctors come to our hospital and do specialty things. I am thinking down the line we are going to be able to get a lot of help to make this hospital just as strong as it is now and stronger by bringing doctors to our hospital that the community is just going to pound down the door to see them. We do have a good hospital and it is going to continue to be a good hospital. Mr. Hundhausen I will defer to the Board s decision regarding the contract issue. I do wish it had been unanimous. But I respect the wishes of the individual members of the Board and the loyalties that are present. Despite our differences, we are going to work together in the future with the staff to ensure the well-being of the hospital and the community. We will be scheduling an Executive Session in the very near future to consider interim leadership and contractual arrangements. VII. Adjournment Mr. Hundhausen adjourned the meeting at 8:30 p.m. The next regular meeting of the Southern Coos Health District Board will be Thursday, August 23, 2012, at 7:30 p.m. in the Conference Room. Robert J. Hundhausen, Chairman Esther Williams, Secretary Page 5 of 5