HomeMy WebLinkAbout20190924.tiffNCMC Board of Trustees
Annual Session Minutes
Tuesday, January 8, 2019
12:00 Noon
The Board of Trustees of North Colorado Medical Center met for the Annual Session on Tuesday,
January 8, 2019, in the Richard Stenner Boardroom located at North Colorado Medical Center.
Mr. Lawley declared a quorum and called the meeting to order at 12:00 p.m.
ATTENDANCE REPORT
NCMC Board of Trustees: Mark Lawley, Michael Simone, Catherine Davis (via
teleconference), Kay Kosmicki, Brian Underwood, Jason Yeater, and Sean Conway
(Commissioner, non -voting member), with Kevin Mullin being Excused
Banner Health: Margo Karsten (NCMC CEO) -Excused, and Derek Strader (NCMC COO)
Staff: Jeff Carlson (Inc. Board Exec. Director)
Recording Clerk: Esther Gesick (Weld County Clerk to the Board)
REVIEW OF ANNUAL MEETING MINUTES
Mr. Lawley brought to the Board's attention the Annual Meeting Minutes of January 9, 2018,
Attachment 1, which were previously approved at the February 26, 2018, Regular meeting.
He inquired if there were any comments or changes and none were made. These minutes are
referenced today merely as a courtesy.
NEW BUSINESS
A. Election of Officers for 2019
Discussion turned to nominating and electing the officers for 2019. The current officers
were identified — Mark Lawley, President and Chair; Jason Yeater, Vice President and Vice -
Chair; and Brian Underwood, Secretary. A motion was made by Michael Simone, and
seconded by Kay Kosmicki, to retain the individuals in the positions as currently held. The
motion carried unanimously.
2019 Trustee Officers
Mark Lawley — President/Chair
Jason Yeater — Vice President/Chair
Brian Underwood - Secretary
B. Assignments to NCMC Inc. Board for 2019
At the Annual meeting in January, a vote is traditionally taken to assign trustees to the
NCMC, Inc. Board. The positions currently held by Mark Lawley and Michael Simone run
through January, 2020, to accommodate the timing of the Annual NCMC Inc. Board meeting.
The Trustees elected to serve on the NCMC, Inc. Board of Directors were announced as
follows:
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COmY. N%..) C:o-fiOnS
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January 8, 2019 NCMC Board of Trustees
2019-0924
2019 Trustee Assignments to NCMC, Inc. Board
Mark Lawley - currently serving with term ending 4th Tuesday of January, 2020
Michael Simone — currently serving with term ending 4th Tuesday of January, 2020.
Jason Yeater — currently serving remainder of term ending 4th Tuesday of January, 2021
OTHER BUSINESS
A. Conflict of Interest Declarations
Mr. Lawley referenced the Conflict of Interest Questionnaire. A Trustee or a family
member may have a conflict which may, or may not, present a problem. The important thing
is to make the conflict known and allow the other members to decide whether the member
with a conflict should abstain from acting on a matter. At the request of Mr. Lawley, all voting
members present handed in their forms, and a summary of which is attached as a part of
these minutes.
B. 2018 Attendance Record
Ms. Gesick circulated a copy of the 2018 Attendance Record and no corrections were
requested concerning excused absences.
C. 2019 Meeting Schedule
It was pointed out that, for the most part, the Trustee meetings are always the last
Monday of the month with a few exceptions which are noted on the calendar.
D. 2019 Visitation Rotation Schedule
The visitation schedule was provided for review. Each month Anna Ashford, NCMC
Administration Secretary, will arrange for various departmental managers and/or directors
of an agreed upon hospital department to attend and make a presentation. One of the
assigned Trustees will prepare a written summary of the presentation, together with any
departmental needs and/or requests that are made. The summary will also include the
Trustee Q&A portion, which is then attached to the Minutes and provided to the full Board
at the next regularly scheduled meeting. The other Trustee will prepare a Note of Thanks.
E. Role of Trustees
Mr. Lawley referenced the packet on the background of the Board of Trustees. In
summary, it explains that originally the Trustees ran the hospital on behalf of the County
Commissioners. In 1985, that role was delegated to North Colorado Medical Center, Inc.
(INC). In 1995, NCMC Inc. leased the hospital operation to Lutheran Health System which
subsequently became Banner Health. Thus, the Board of Trustees plays a key role in the legal
formation of the hospital and its borrowing activities. The statutory requirements state the
Trustees have two primary responsibilities: 1) the Trustees must meet regularly; and 2) each
Trustee must visit with and conduct fact-finding inquiries on hospital departments. The
Trustees also have responsibility for approving hospital bond issues. Mr. Lawley encouraged
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January 8, 2019 NCMC Board of Trustees
everyone to review the responsibilities of the Trustees and bring forth any inquiries they may
have.
ADJOURN
There being no further business to come before the Board, (Simone/Davis) moved and
seconded to adjourn the meeting at 12:47 p.m.
Respectfully submitted,
Esther Gesick
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January 8, 2019 NCMC Board of Trustees
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