HomeMy WebLinkAbout20163920.tiffNCMC Board of Trustees
Annual Special Session Minutes
Monday, January 18, 2016
12:00 Noon
The Board of Trustees of North Colorado Medical Center met in the Annual Special Session
on Monday, January 18, 2016, in the Richard Stenner Boardroom located at North Colorado
Medical Center. Dr. Carter, Vice -President, noted the time at 12:00 p.m., declared a quorum
and called the meeting to order.
ATTENDANCE REPORT
The following people were in attendance:
NCMC Board of Trustees: Dr. Susan Carter, Larry Cozad, Mark Lawley, Michael Simone, Brian
Underwood, Jason Yeater, and Sean Conway (Commissioner, non -voting member), with
Catherine Davis being excused
Banner Health: Rick Sutton (NOCO CEO); Wendy Sparks (NCMC COO) -Excused
Staff: Ken Schultz (NCMC 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 13, 2015,
Attachment 1, which were previously approved at the February 23, 2015, 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 2016
Discussion turned to nominating and electing the officers for 2016. The current officers
were identified — Brandon Houtchens, President and Chair (term expired); Dr. Susan Carter,
Vice President and Vice -Chair; and Mark Lawley, Secretary.
1) At this time, Simone nominated Dr. Carter to serve as President/Chair of the Board of
Trustees in 2016, and Lawley seconded the motion. All were in favor and the motion
passed unanimously.
2) Jason Yeater was then nominated by Lawley to act as Vice President and Vice Chair of
the Board of Trustees. Simone seconded the motion, which passed unanimously.
3) A motion was made by Simone and seconded to appoint Larry Cozad as Secretary of the
Board of Trustees. All were in favor and the motion was passed.
2016 Trustee Officers
Dr. Carter— President/Chair
Jason Yeater — Vice President/Chair
Larry Cozad - Secretary
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January 18, 2016 Special Annual NCMC Board of Trustees
B. Assignments to NCMC Inc. Board for 2016
Ken Schultz explained, at the Annual meeting in January, a vote is traditionally taken to
assign trustees to the NCMC, Inc. Board. Dr. Carter was appointed last year and has two years
remaining on her term; however, Brandon Houtchens' term ended and his position needs to
be filled. He stated the future appointments will commence and expire on the fourth Tuesday
of January to accommodate the timing of the Annual Inc. meeting. Catherine Davis and Michael
Simone indicated interest in serving. Lawley nominated Michael Simone and Yeater nominated
Catherine Davis for service on the NCMC Inc. Board. The ballots were distributed and tallied.
The Trustees elected to serve on the NCMC, Inc. Board of Directors were announced:
2016 Trustee Assignments to NCMC, Inc. Board
Dr. Susan Carter — currently serving with term ending January, 2018
Mark Lawley - currently serving with term ending January, 2017
Michael Simone — newly elected with term ending January, 2017
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. Ms. Gesick then asked all current members to
complete the Conflict of Interest Form and return it before the next meeting on February 29,
2016. All current members handed in their forms and a summary is attached as a part of these
minutes.
B. 2015 Attendance Record
Ms. Gesick circulated a copy of the 2015 Attendance Record and no corrections were
requested concerning excused absences.
C. 2016 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. 2016 Visitation Rotation Schedule
Mr. Schultz explained how visitations are scheduled throughout the year. 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.
E. Role of Trustees
Mr. Schultz 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.
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January 18, 2016 Special Annual NCMC Board of Trustees
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. Mr. Schultz encouraged everyone to review the
responsibilities of the Trustees and bring forth any inquiries they may have.
There was also discussion regarding the template used to report information gathered
during the visitations and it was also explained that the reports are also forwarded to the NCMC
Inc. Board for review.
ADJOURN
There being no further business to come before the Board, Michael Simone moved to
adjourn, which was seconded by Jason Yeater, and the motion carried unanimously. The
Special Annual meeting ended at 12:28 p.m.
Esther Gesick
Recording Secretary
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January 18, 2016 Special Annual NCMC Board of Trustees
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