MEETING MINUTES ST. TAMMANY PARISH HOSPITAL SERVICE DISTRICT NO.

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1 The regular meeting of the St. Tammany Parish Hospital Service District No. 2 Board of Commissioners was held on Thursday, September 27, THOSE BOARD MEMBERS IN ATTENDANCE: Mr. Bruce Anzalone Mr. Joseph Joe DiGiovanni Mr. Daniel Ferrari Dr. Lloyd Gueringer Dr. Michael Isabelle Ms. Georgia Johnson Dr. Walter Dub Lane Dr. Clinton Sharp THOSE BOARD MEMBERS ABSENT: THOSE ALSO PRESENT: Mr. Bill Davis, Chief Executive Officer Ms. Sandy Badinger, Chief Financial Officer Ms. Lynn Strain, Chief Nursing Officer Dr. James Newcomb, Vice President Medical Affairs Dr. C. Bryan Miller, Vice President Medical Affairs, SMH Physicians Network Ms. Holly Sanchez, Chief Information Officer Mr. Gilbert Ganucheau, Chief Legal Officer Ms. Kathy Esponge, Senior Executive Assistant Dr. Archie Tatford, SMH Chief of Staff Mr. Ken Smith, Slidell Market Associate Administrator Mr. James Incaprera, SMH Internal Auditor/Corporate Compliance Manager CALL TO ORDER The meeting was called to order at 6:00 p.m. by Mr. Ferrari, Chairman. DECLARATION OF QUORUM Mr. Ferrari declared a quorum of the Board was present. PRAYER Mr. Ganucheau delivered the invocation. PLEDGE OF ALLEGIANCE Mr. Ferrari led in reciting the Pledge of Allegiance. RECOGNITION OF GUESTS Mr. Ferrari recognized guests which included Dr. Miller whom Mr. Davis indicated would again be a part of the Senior Management Team and will routinely attend the Board meetings. Dr. Miller oversees the medical end of all SMH Physicians Network clinics and sits on Ochsner s accountable care organization network board as well as the population management and executive committees of the Ochsner Health Network. NEXT BOARD MEETING The next regular monthly Board of Commissioners meeting is scheduled for Monday, October 29, 2018 at 6:00 p.m. in the Skyview Conference Room #302 of the Slidell Memorial Hospital Regional Cancer Center. Page 1

2 ELECTION OF OFFICERS Vice-Chairman A nomination was made by Mr. DiGiovanni to elect Dr. Lane as Vice-Chairman of the Board of Commissioners. After a call for additional nominations and there being none, nominations were closed. A motion was made and seconded to elect Dr. Lane as Vice-Chairman of the Board of Commissioners, effective September 28, Affirmative Yea: Mr. Anzalone, Mr. DiGiovanni, Mr. Ferrari, Dr. Gueringer, Dr. Isabelle, Ms. Johnson, Dr. Lane, Negative No: Secretary/Treasurer A nomination was made by Dr. Lane to elect Mr. DiGiovanni as Secretary/Treasurer of the Board of Commissioners. After a call for additional nominations and there being none, nominations were closed. A motion was made and seconded to elect Mr. DiGiovanni as Secretary/Treasurer of the Board of Commissioners, effective September 28, Affirmative Yea: Mr. Anzalone, Mr. DiGiovanni, Mr. Ferrari, Dr. Gueringer, Dr. Isabelle, Ms. Johnson, Dr. Lane, Negative No: COMMITTEE APPOINTMENTS Mr. Ferrari made the following Board of Commissioners Committee Appointments in accordance with the Board Bylaws Article III Section 2: Executive Committee No changes at this time Finance Committee Mr. DiGiovanni named as Committee Chairman Quality Committee Mr. Anzalone appointed, effective September 19, 2018 Master Facility Plan (MFP) Ad Hoc Committee Dr. Lane named as Committee Chairman REPORTS AND PRESENTATIONS a. Louisiana Board of Ethics Annual Training for Public Servants Discussion was led by Mr. Ferrari and Mr. Ganucheau on requirements to complete no later than December 31 st either online or by fax. All Commissioners were encouraged to carefully review this and all training offered via the Board of Ethics website and if any questions arise they may be directed to Mr. Ganucheau. All certificates of completion are to be sent to Ms. Esponge for recordkeeping purposes. Page 2

3 INSURANCE PRODUCER OF RECORD PROPOSAL ACCEPTANCE AND AWARD A motion was made by Dr. Lane and seconded by to accept the proposals and to award the contract to AJ Gallagher for Insurance Producer of Record services and to authorize the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, or any of them, to execute an agreement between Slidell Memorial Hospital and AJ Gallagher as presented. Negative No: MRI SAFE INFUSION PUMP A motion was made by Dr. Lane and seconded by Ms. Johnson to approve the MRI Safe Infusion Pump capital expenditure at a cost not to exceed $80, and to authorize the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, or any of them, to execute an agreement between Slidell Memorial Hospital and GPO vendor selected for said project as presented. Negative No: END USER COMPUTERS PATIENT ROOMS A motion was made by Dr. Lane and seconded by Dr. Isabelle to approve the End User Computers Patient Rooms capital expenditure at a cost not to exceed $145, and to authorize the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, or any of them, to execute an agreement between Slidell Memorial Hospital and GPO vendor selected for said project as presented. Negative No: MICROSOFT ENTERPRISE AGREEMENT, 3 RD YEAR LICENSE TRUE-UP A motion was made by Dr. Lane and seconded by Mr. DiGiovanni to approve the Microsoft Enterprise Agreement, 3rd Year License True-Up at a cost not to exceed $92, as presented. Negative No: CONSENT AGENDA A motion was made by Ms. Johnson and seconded by Dr. Lane to approve the Consent Agenda as presented: a. Approve Board Meeting Minutes, August 27, 2018 b. Approve Special Board Meeting Minutes, August 27, 2018 c. Approve Special Board Meeting Minutes, September 18, 2018 Page 3

4 d. Approve Special Board Meeting Minutes, September 26, 2018 e. Adopt of resolution related to MorCore Roofing, LLC Sub-Contractor Tax Exemption Certificates by authorizing the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, or any of them, to execute a Designation of Construction Contractor as Agent of Governmental Entity and Exemption Certificate for subcontractors involved in construction of the Slidell Memorial Hospital Roof Replacement 2100/2300 Units (Project No ) as presented f. Ratify Signed Contracts Received, August 2018 g. Accept Community Events Calendar Negative No: EXECUTIVE/STRATEGIC SESSION There being no further comments or discussion, a motion was made by Mr. DiGiovanni and seconded by for the Board of Commissioners to go into Executive Session in order to receive the records and proceedings of the Hospital Medical Executive/Credentials Committee, reports, statistics, and proceedings of the Safety Committee, and the Hospital/Medical Staff Quality Assurance Committee pursuant to LA R.S. 42:6 and LA R.S. 44:7D, and those items considered key to strategic planning and marketing as provided by LA R.S. 46:1073. Vote was held as follows: Negative No: The Board of Commissioners went into Executive Session at 6:23 p.m. RETURN TO OPEN SESSION A motion was made by Mr. Anzalone and seconded by Dr. Lane for the Board of Commissioners to return to open session. Vote was held as follows: Negative No: The Board of Commissioners returned to Open Session at 7:58 p.m. MEDICAL STAFF MEMBERSHIP AND CLINICAL PRIVILEGES A motion was made by Dr. Gueringer and seconded by to approve the Medical Staff Membership and Clinical Privileges as presented. Negative No: Page 4

5 QUALITY AND SERVICE KEY PERFORMANCE INDICATORS SUMMARY A motion was made by Ms. Johnson and seconded by Dr. Isabelle to accept the Quality and Service Key Performance Indicators Summary as presented. Negative No: OHS/SMH JOINT OPERATING AGREEMENT FINANCIAL REPORT A motion was made by Dr. Lane and seconded by Mr. DiGiovanni to accept the OHS/SMH Joint Operating Agreement Financial Report as presented. Negative No: INTERIM FINANCIAL AND STATISTICAL STATEMENTS A motion was made by Dr. Lane and seconded by Mr. DiGiovanni to accept the Interim Financial and Statistical Statements as presented. Negative No: SMH CEO EXECUTIVE SEARCH A motion was made by Dr. Lane and seconded by Mr. Anzalone to accept the recommendation of the CEO Executive Search Committee and OHS regarding option #1 candidate; and extend an offer to candidate as presented. Negative No: CONSENT AGENDA A motion was made by Dr. Lane and seconded by to approve the Consent Agenda as presented: a. Accept Draft of Finance Committee Minutes, September 17, 2018 b. Approve Draft of Executive Committee Minutes, September 17, 2018 c. Accept Draft of Quality Committee Minutes, September 19, 2018 d. Accept Capital Budget and Investment Request Summary e. Accept S&P Global Ratings Review f. Ratify Nursing Division Advanced Compensation Plan g. Ratify General Liability Settlement Request (HSLI Claim No. T51X ) Page 5

6 h. Adopt resolution regarding Authority of Director of Business Development related to managed care program, including management, operations and execution of contracts, as presented i. Approve Marketing/Strategic Contracts, September 2018 and Ratify Signed Marketing/Strategic Contracts Received, August 2018 Negative No: ADJOURNMENT There being no further discussion to come before the Board, a motion was made by Dr. Isabelle and seconded by Dr. Gueringer to adjourn. The motion passed unanimously and the meeting was adjourned at 8:00 p.m. _(original signature on file)_ Daniel J. Ferrari Chairman _(original signature on file)_ Walter J. Dub Lane Secretary (Minutes approved by Board of Commissioners on October 29, 2018) Page 6