HomeMy WebLinkAbout20154108.tiff NCMC BOARD OF TRUSTEES
Annual Session Meeting
Tuesday, January 13, 2015
Attachment 1
Minutes of Annual Session of
January 14, 2014 *
* - Action Required
NCMC Board of Trustees
Annual Session Minutes
Tuesday, January 14, 2014
12:00 Noon
The Board of Trustees of North Colorado Medical Center met in the Annual Session on
Tuesday, January 14, 2014, in the Richard Stenner Boardroom located at North Colorado
Medical Center. Mr. Carlson noted the time at 12:10 p.m., declared a quorum and called the
meeting to order.
ATTENDANCE REPORT
The following people were in attendance:
NCMC Board of Trustees: Chairman Jeff Carlson, Dr. Susan Carter, Tom Grant, Louise
Giuliano, Brandon Houtchens, and Dave Owen
Banner Health: Wendy Sparks (NCMC COO)
Staff: Ken Schultz (NCMC Board of Directors Board Executive), Rhonda Savoy (Recording
Secretary)
Ex-Officio: Sean Conway (Weld County Commissioner)
REVIEW OF ANNUAL MEETING MINUTES
Mr. Carlson brought to the Board's attention the Annual Meeting Minutes of January 8,
2013, Attachment A, which were previously approved at the February 25, 2013 Annual
meeting. He inquired if there were any comments or changes and none were made. These
minutes are referenced today merely as a convenience.
NEW BUSINESS
Mr. Carlson next explained the protocol for today's meeting in that there will an election
for 2014 officers, After the new officers are elected, the new Chair and President will take the
chair of the meeting. Mr. Schultz explained that three of the seven Trustees have either
reached their term limits or are going off of the Board. 1J Dave Engel has resigned from the
Trustee Board due to a conflict of interest; 21Jeff Carlson; and 3) Dave Owen have reached
their term limit. Dave Owen will be reappointed to a second term. Thus far, no new
nominees have been announced by the Weld County Commissioners. However, current
members may vote until midnight tonight on ballot issues.
Election of Officers for 2014
Discussion turned to nominating and electing a slate of officers for fiscal 2014. The current
officers were identified —Jeff Carlson, President and Chair; Brandon Houtchens, Vice
President and Vice-Chair; and Dave Owen, Secretary.
Page 1 of 4 January 14, 2014 Annual NCMC Board of Trustees
At this time, Tom Grant nominated Brandon Houtchens as President of the Board of
Trustees in 2014 and Louise Giuliano seconded the motion. All were in favor and the
motion passed unanimously.
Brandon Houtchens then took the chair. Mr. Houtchens stated the position of Vice
President has now been vacated.
Tom Grant was then nominated by Louise Giuliano and to act as Vice President of the
Board of Trustees. Brandon Houtchens seconded the motion. All were in favor and the
motion was passed.
Louise Giuliano then expressed her willingness to serve as Secretary of the Board of
Trustees. Tom Grant moved and Jeff Carlson seconded his motion. All were in favor and the
motion was passed.
2014 Trustee Officers
Brandon Houtchens-- President/Chair
Tom Grant—Vice President/Chair
Louise Giuliano - Secretary
Recognition of Past Member
Ken Schultz then described the important duties and time requirements assigned by the
Weld County Commissioners for a Trustee and noted the terms for Trustees Jeff Carlson and
Dave Engel are up this month.
Tom Grant then read the Resolution for Jeff Carlson in its entirety. Tom Grant moved and
Brandon Houtchens seconded to adopt the Resolution recognizing Jeff Carlson's service.
The motion passed unanimously. Mr. Carlson was presented a plaque by Mr. Schultz and a
paper copy of the Resolution in appreciation of his service. Mr. Carlson expressed his
gratitude and enjoyment in serving on the Board.
Louise Giuliano then read the Resolution for Dave Engel. Louise Giuliano moved and
Brandon Houtchens seconded to adopt the Resolution recognizing Dave Engel's service.The
motion passed unanimously. Mr. Engel, who was not able to attend today's meeting, will be
given his plaque and a copy of the Resolution in appreciation of his service at a later date.
Sean Conway added that the County Commissioners will be recognizing the members in the
near future and someone from the Commissioner's office will contact them for the event.
Mr. Conway also thanked Mr. Carlson (and Mr. Engel) for his service.
OTHER BUSINESS
Mr. Schultz then explained at the Annual meeting in January, the vote is traditionally taken
to assign three trustees to NCMC, Inc. Board. Tom Grant made a motion that the following
people be nominated to the NCMC, Inc. Board: Dr. Susan Carter, Tom Grant, Louise Giuliano,
Brandon Houtchens, and Dave Owen. Louise Giuliano declined to be on the slate of
candidates.
Susan Carter is eligible for a one-year term on the INC Board because she; Tom Grant is
eligible for a one-year term, because he has one year remaining on the Trustee Board;
Brandon Houtchens is eligible for a two-year term, because he has two years remaining on
Page 2 of 4 January 14,2014 Annual NCMC Board of Trustees
the Trustee Board and Dave Owen would have a three-year term when he is reappointed by
the County Commissioners to the Trustee Board.
The ballots were distributed and tallied. The new Trustees elected to serve on the NCMC,
Inc. Board of Directors were announced:
2014 Trustee Assignments to NCMC, Inc. Board
Dr. Susan Carter— 1 year
Mr. Tom Grant— 1 year
Mr. Brandon Houtchens—2 years
Conflict of Interest Declarations
Mr. Schultz noted it is not uncommon for a conflict of interest to arise for a Board of
Trustee member. A conflict 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.
Mr. Schultz then asked all current members to read the Conflicts of Interest form and
return it to Rhonda Savoy before the next meeting on February 24, 2014. All current
members handed their forms in to Rhonda Savoy today.
Role of Trustees
Mr. Schultz spoke briefly on the background of the Board of Trustees. The packet contains a
presentation containing all pertinent information for the Trustee. 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.
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.
A Planning Meeting for the Trustees may be scheduled in the future to go through the
Trustee Bylaws. Care is taken by the Commissioners to name three non-Greeley residents
who reside in Weld County.
2013 Attendance Record
Mr. Houtchens called attention to the 2013 Attendance Record. He noted that Trustee
members are subject to dismissal should there be three consecutive unexcused absences or if
four meetings a year are missed without notification or authorization. Mr. Grant noted he
was marked absent in October when in fact he was present. This will be changed on the form.
2014 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.
2014 Visitation Rotation Schedule
Mr. Houtchens explained how visitations are scheduled throughout the year. The Recording
Secretary, Rhonda Savoy, will contact each Trustee to inquire about his/her availability and
Page 3 of 4 January 14,2014 Annual NCMC Board of Trustees
then arrange a date and time for a meeting with the manager or director of an agreed-upon
hospital department. Trustees are then required 1)to visit the department; 2) 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 3) to
report to the full Board at the next regularly scheduled meeting.
NEW BUSINESS
There was no new business to come before the Board.
ADJOURN
There being no further business to come before the Board, it was MSC(Grant/Carter) and
the Annual meeting ended at 12:44p.m.
Rhonda Savoy
Recording Secretary
Page 4 of 4 January 14,2014 Annual NCMC Board of Trustees
NCMC BOARD OF TRUSTEES
Annual Session Meeting
Tuesday, January 13, 2015
Attachment 2
Conflict of Interest Declaration
Questionaire
January 13, 2015
Board of Trustees
North Colorado Medical Center
Dear Trustee Member:
Section 11. Conflict of Interest of the Corporate Bylaws requires that each
member of the Board of Trustees disclose any conflict of interest at the
annual meeting, or at such times a conflict arises, and shall be made a record
of the proceedings of the Board.
I have enclosed a Conflict of Interest Questionnaire for you to review,
complete and sign. Please bring this form with you to the next meeting on
February 23, 2015. I will collect them at that time, analyze them and forward
any potential conflicts to the Weld County Attorney for review and
consideration. If you are unable to attend the next meeting, please return this
form to me through the mail at your earliest convenience.
Thank you very much for your cooperation.
Sincerely,
Ken Schultz
Board Executive
North Colorado Medical Center
1801 - 16th Street
Greeley, CO 80631
Enclosure
NCMC BOARD OF TRUSTEES
REVISED--CONFLICT OF INTEREST QUESTIONNAIRE
This questionnaire is requested pursuant to the NCMC Board of Trustees Bylaws on
disclosure of conflict of interest. Please check the appropriate boxes and provide an
explanation for all affirmative answers. For the purpose of this questionnaire, immediate
family refers to parent, spouse, child, or sibling, either by birth or marriage.
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?
( ) Yes ( ) No
Explanation:
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?
( ) Yes ( ) No
Explanation:
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?
( ) Yes ( ) No
Explanation:
Board of Trustees -Conflict of Interest Questionnaire Page 1
4. Acceptance of Gifts or Hospitality:
Have you or your immediate family accepted gifts, gratuities, hospitality, or
excessive or unusual entertainment that might appear to influence your judgment
or actions concerning business of NCMC Board of Trustees and/or BHS?
( ) Yes ( ) No
Explanation:
5. Employment of Immediate Family:
Do you have an immediate family member currently employed or employed
during the prior 12 months at NCMC Board of Trustees and/or BHS?
( ) Yes ( ) No
Family Member's Name:
Relationship: Division/Department:
Current Employee Former Employee
I hereby affirm that to the best of my knowledge I have avowed or disclosed personal
interests and activities which might contravene the bylaws or the duality or interest
policies of the Corporation. I further affirm to the best of my knowledge that the
responses to the above statements are true, correct and complete.
Name (print):
Position:
Signature: _
Date:
Board of Trustees -Conflict of Interest Questionnaire Page 2
NCMC BOARD OF TRUSTEES
Annual Session Meeting
Tuesday, January 13, 2015
Attachment 3
2014 Attendance Record
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NCMC BOARD OF TRUSTEES
Annual Session Meeting
Tuesday, January 13, 2015
Attachment 4
2015 Meeting Schedule
2018 NCMC Board of Trustees
MEETING SCHEDULE
Meetings occur the last MONDAY of every month
with exceptions noted below.
All meetings are held from 12 NOON TO 2:00 p.m. in the NCMC Boardroom
January 13
(Exception -Annual and Regular Session are combined)
February 23
March 30
April 27
May18
(exception)
June 29
July 27
August 31
September 28
October 26
November 30
December 14
(exception)
2015 NCMC Board of Trustees Meeting Schedule
Final
2015 Calendar for NCMC, Inc. Committee Meetings
January 2015 February 2015 March 2015
Su Mo To We Th Fr So Su Mo To We Th Fr So Su Mo To We Th Fr So
I 2 3 1 2 3 4 5 6 7 1 2 3 4 5 6 7
4 5 6 7 8 9 10 8 9 1.0 11 12 13 14 8 9 111 11 12 13 14
11 12 13 ' 14 15 16 17 15 16 118 19 20 21 15 16 1 7..J 18 19 20 21
18 19 20 21 21 22 23 22 23 24 25 26 27 28 22 23 24 25 26 27 28
25 26 27 28 29 30 31 29 30 31
April 2015 May 2015 June 2015
Su Mo Tu We Th Fr So Su Mo To We Th Fr So Su Mo Tu We Th Fr So
1 2 3 4 1 2 1 2 3 4 5 6
5 6 7 8 9 10 11 3 4 5 6 7 8 9 7 8 9 10 11 12 13
12 13 14 15 16 17 18 10 11 .1.2 13 14 15 16 14 15 16 i17 18 19 20
19 20 21 22 23 24 25 17 18 19J 20 21 22 23 21 22 23 24 25 26 27
26 M 28 29 30 24 25 26 27 28 29 30 28 29 30
31
July 2015 August 2015 September 2015
Su Mo To We Th Fr So So Mo To We Th Fr So Su Mo To We Th Fr So
1 2 3 4 1 1 3 3 4 5
6 7 8 9 10 11 2 3 4 5 6 7 8 6 7 8 9 10 11 12
! ' 13 14 15 16 17 18 9 10 11. 12 13 14 15 13 14 15116 17 18 19
H 20 mg 22 23 24 25 16 17 IV 19 20 21 22 20 21 22 23 24 25 26
'c, Eal 28 29 30 31 23 24 25 26 27 28 29 27 28 29 30
30 31
October 2015 November 2015 December 2015
So Mo To We Th Fr So So Mo Tu We Th Fr Su Su Mo Tu We Th Fr So
1 2 3 1 2 3 4 5 6 7 1 3 3 4 5
.; .5 6 7 8 9 10 8 9 .10 11 12 13 14 6 7 8 9 10 11 12
I ]2 13 14 15 16 17 15 10 l ,j 18 19 20 21 13 14 15 16 17 18 19
18 19 20 21 22 23 24 22 23 24 25 26 27128 20 21 22 23 24 25 26
4 27 28 29 30 31 29 ® 27 28 29 30 31
NCMC, Inc. Board—Exec. & Regular Sessions. LAST Tuesdays in Jan. Apr. Jul. & Oct. 3:30—6:00 p.m.
EXECUTIVE Committee— Months wino NCMC, Inc. Reg. Board meeting. 1;00—2;30 p.m.Always follows Finance.
FINANCE— Every month on the 3`d Tuesday, 11:30 p.m. — 1:00 p.m.
EXTERNAL Tuesdays on Feb. 10, May 12, Aug. 11 &Nov. 10 from 12:00— 1:30 p.m.
IN INTERNAL— Tuesdays on Mar. 10, June 9, Sept. 8 & Dec. 8
III TRUSTEES —Every month on last Monday, 12 noon—2:00 p.m. (Exception is Jan, 13,May 18 and Dec. 14)
Banner Holidays New Year's Day, Memorial Day, July 4, Labor Day, Thanksgiving, Christmas
Board Miscellaneous/2015 CALENDAR.DOC updated:January 10,2015
NCMC BOARD OF TRUSTEES
Annual Session Meeting
Tuesday, January 13, 2015
Attachment 5
2015 Visitation Rotation Schedule
draft for approval
NCMC BOARD OF TRUSTEES
2015 VISITATION ROTATION SCHEDULE
Name Visit Months
1 . Susan Carter (February, July and October)
2. Thomas Grant (April, August and December)
3. Brandon B. Houtchens (May, July and December )
4. Mark Lawley (February, May and August)
5. David Owen (April, September and November)
6. Michael Simone (March, June and October)
7. Jason Yeater (March, June, September and November)
201.5 Carter Grant Houtchens Lawley Owen Simone Yeater
January No visits will be scheduled in January.
February X X
March X X
April X X
May X X
June X X
July X X
August X X
September X X
October X X
November X X
December X X
total each 3 3 3 3 3 3 4
2015 Visit Schedule for Board of Trustees.doc
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