HomeMy WebLinkAbout20170616NCMC Board of Trustees
Annual Session Minutes
Tuesday, January 10, 2017
12:00 Noon
The Board of Trustees of North Colorado Medical Center met for the Annual Session on Tuesday,
January 10, 2017, in the Richard Stenner Boardroom located at North Colorado Medical Center.
Dr. Carter declared a quorum and called the meeting to order at 12:00 p.m.
ATTENDANCE REPORT
NCMC Board of Trustees: Dr. Susan Carter, Larry Cozad, Catherine Davis, Mark Lawley,
Michael Simone, Brian Underwood, Jason Yeater, and Sean Conway (Commissioner, non-
voting member)
Banner Health: Margo Karsten (NCMC CEO) and Wendy Sparks (NCMC COO)
Staff: Ken Schultz (Board Executive)
Recording Clerk: Esther Gesick (Weld County Clerk to the Board)
REVIEW OF ANNUAL MEETING MINUTES
Dr. Carter brought to the Board's attention the Annual Meeting Minutes of January 18, 2016,
Attachment 1, which were previously approved at the February 29, 2016, Regular meeting.
She 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 2017
Discussion turned to nominating and electing the officers for 2017. The current officers
were identified — Dr. Susan Carter, President and Chair; Jason Yeater, Vice President and Vice -
Chair; and Larry Cozad, Secretary.
1) At this time, Simone nominated Dr. Carter to continue serving as President/Chair of
the Board of Trustees in 2017, and Lawley seconded the motion. All were in favor and
the motion passed unanimously.
2) Jason Yeater was then nominated by Simone to continue acting as Vice President and
Vice Chair of the Board of Trustees. The motion was seconded and passed
unanimously.
3) A motion was made by Simone and seconded by Davis to appoint Larry Cozad to
continue as Secretary of the Board of Trustees. All were in favor and the motion was
passed.
2017 Trustee Officers
Dr. Carter — President/Chair
Jason Yeater — Vice President/Chair
Larry Cozad - Secretary
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January 10, 2017 NCMC Board ofTrustees
2017-0616
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B. Assignments to NCMC Inc. Board for 2017
At the Annual meeting in January, a vote is traditionally taken to assign trustees to the
NCMC, Inc. Board. Dr. Carter was appointed in 2015 and has one year remaining on her term;
however, the positions currently held by Mark Lawley and Michael Simone are up for term
renewal or replacement. The terms of the future appointees will commence and expire on
the fourth Tuesday of January to accommodate the timing of the Annual NCMC Inc. Board
meeting. Both Lawley and Simone indicated interest in continued service. Underwood
nominated Lawley and Simone for continued service on the NCMC Inc. Board. Upon a vote,
the Trustees unanimously elected to serve on the NCMC, Inc. Board of Directors were
announced:
2017 Trustee Assignments to NCMC, Inc. Board
Dr. Susan Carter — currently serving with term ending January, 2018
Mark Lawley - reelected and serving with term ending January, 2020
Michael Simone — reelected and serving with term ending January, 2020
OTHER BUSINESS
A. Conflict of Interest Declarations
Dr. Carter 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 Dr. Carter, all current
voting members handed in their forms and a summary is attached as a part of these minutes.
B. 2016 Attendance Record
Ms. Gesick circulated a copy of the 2016 Attendance Record and no corrections were
requested concerning excused absences.
C. 2017 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. 2017 Visitation Rotation Schedule
The visitation schedule was provided for review. Anna Ashford, NCMC Administration
Secretary, will contact each Trustee to inquire about his/her availability and then arrange a
date and time for a meeting with the manager or director of an agreed upon hospital
department. They are to prepare a written report stating what they learned about the
department, together with any departmental needs and/or requests that were made by the
department head, and report to the full Board at the next regularly scheduled meeting. It
was noted that Larry Cozad is scheduled for one extra visitation which is subject to voluntary
coverage by another Trustee in the event of a work schedule conflict,
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January 10, 2017 NCMC Board of Trustees
E. Role of Trustees
Dr. Carter 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, 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 and conduct fact-finding inquiries on hospital departments. The Trustees
also have responsibility for approving hospital bond issues. Dr. Carter encouraged 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, it was MSC [Simone/Cozad] to
adjourn the meeting at 12:15 p.m.
Respectfully submitted,
Esther Gesick
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January 10, 2017 NCMC Board of Trustees
NCMC BOARD OF TRUSTEES
2017 SUMMARY OF CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to the NCMC Board of Trustees Bylaws, the Trustees are required to disclose
potential conflicts of interest (both personal and immediate family which refers to parent,
spouse, child, or sibling, either by birth or marriage). The summary results for 2017 are
as follows:
1. Investments:
Do you or your immediate family have any material investments in any firm that
does business with NCMC Board of Trustees and/or BHS?
Carter _ Yes
Cozad _ Yes
Davis _ Yes
Lawley _ Yes
Simone _ Yes
Underwood _ Yes
Yeater Yes
X No
X No
X No
X No
X No
X No
X No
2. Management and Consulting Services:
Do you or your immediate family provide directive, managerial or consulting
services to any outside concern that does business with or that competes with
NCMC Board of Trustees and/or BHS?
Carter _ Yes X No
Cozad _ Yes X No
Davis _ Yes X No
Lawley _ Yes X No
Simone _ Yes X No
Underwood _ Yes X No
Yeater X Yes No
Explain: Owner of local home health company named Touchstone Home Health.
3. Other Financial Interests:
Other than investments, do you or your immediate family hold a position or a
material financial interest in any outside concern from which NCMC Board of
Trustees and/or BHS secures goods or services or that competes with NCMC
Board of Trustees directly or indirectly?
Carter _ Yes
Cozad _ Yes
Davis _ Yes
Lawley ` Yes
Simone _ Yes
Underwood _ Yes
Yeater Yes
X No
X No
X No
X No
X No
X No
X No
Board of Trustees - 2017 Summary of Conflict of Interest Questionnaire Page 1
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