CENTRAL NEW YORK CARE COLLABORATIVE, INC. Minutes of a Meeting of the Members and Board of Directors. April 13, 2015

Transcription

1 CENTRAL NEW YORK CARE COLLABORATIVE, INC. Minutes of a Meeting of the Members and Board of Directors April 13, 2015 The four (4) members (each, a Member ) of Central New York Care Collaborative, Inc. (the Corporation ) and the members of the Corporation s Board of Directors (each, a Director ) held a meeting on April 13, 2015 at the Center for Rehabilitation and Continuing Care on the St. Luke's Campus of Faxton St. Luke's Healthcare, New Hartford, New York. Participating in person: Eric Burch Laura Eannace Michael Leary Liz Nolan Pat Roach Christa Serafin Teisha Cook Sean Fadale Gene Morreale Scott Perra (Chair) Kathryn Ruscitto Participating by phone: Scott Berlucchi, Mark Cattalani, MD, Diane Cooper-Currier, Seth Kronenberg, MD, John McCabe, MD, Patricia McMahon, Leola Rodgers, and Josephine Rose. Mr. Berlucchi participated as a Director and on behalf of Auburn Community Hospital as a Member. Dr. McCabe participated as a Director and on behalf of the State University of New York Upstate Medical University ( Upstate ) as a Member. Mr. Perra participated as a Director and on behalf of Faxton St Luke s Healthcare ( FSLH ) as a Member. Ms. Ruscitto participated as a Director and on behalf of St. Joseph s Hospital Health Center as a Member. Also present in person were: Kristen Mucitelli-Heath, the Corporation s Interim Executive Director; Shawna Craigmile, Tom Filiak, and Cheryl Perry, members of the Corporation s Executive Steering Committee; Lauren Wetterhahn from Upstate; Alec McKinney and, by phone, Pamela Byrnes, from John Snow, Inc. ( JSI ); Rod McDonald from Bond, Schoeneck & King ( Bond ); Tom Norton, from Mohawk Valley Health System; and Dave Lowitz from Resource Center for Independent Living. A quorum being present, Mr. Perra called the meeting to order at 11:30 am and welcomed everyone to the meeting. After all participants introduced themselves, upon motion duly made, seconded and carried, the minutes of the March 25, 2015 Member and Board of Directors meeting were unanimously approved. Mr. McDonald then gave an update on legal matters. The first matter he addressed related to the Funds Flow Agreement between the Corporation and The State University of New York, acting through Upstate. Mr. McDonald explained that because of the rules governing the intergovernmental transfers required to fund the State s portion of DSRIP, Upstate is the designated PPS financial "lead" for certain purposes and as a result will receive DSRIP program funds in the first instance, on behalf of the Corporation. The Funds Flow Agreement, a copy of which had been provided to the Directors, sets forth the terms under which the DSRIP funds received by Upstate for the Corporation will be distributed to the Corporation. Mr. McDonald said that, pursuant to the bylaws, the Members had already approved the

2 Funds Flow Agreement, but that the Members desired to have the Board of Directors approve the Funds Flow Agreement as well. After discussion and consideration, upon motion duly made, seconded and carried, the Directors unanimously passed the following resolutions: WHEREAS, the Corporation and The State University of New York, acting through Upstate ( SUNY ), have negotiated the terms of a Funds Flow Agreement (the Agreement ) setting forth the terms under which the DSRIP funds received by SUNY for the PPS will be distributed to the Corporation, a draft of which has been provided to the Board of Directors; and WHEREAS, the Members of the Corporation have determined that the terms of the Agreement and the transaction contemplated by the Agreement are fair, advisable and in the best interests of the Corporation, and as such have approved by the Agreement; and WHEREAS, the Board of Directors of the Corporation also have determined that the terms of the Agreement and the transaction contemplated by the Agreement are fair, advisable and in the best interests of the Corporation. NOW, THEREFORE, it is: RESOLVED, that the Corporation be, and it hereby is, authorized to execute, deliver, and perform all of its obligations under, the Agreement in substantially the form provided to the undersigned, together with such other documents, instruments, agreements and certificates contemplated by the Agreement; and it is further RESOLVED, that the officers of the Corporation be, and they hereby are, authorized to enter into, execute and deliver the Agreement to SUNY on behalf of the Corporation; and it is further RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to do or cause to be done all such other acts and things and to execute all such other documents, certificates and instruments as in their judgment may be necessary or advisable in carrying out the intents and purposes of all the foregoing resolutions. Mr. McDonald next addressed a proposed CNYCC Member and Partner Organization Reimbursement Policy, a copy of which had been provided to the Directors. After consideration and discussion, upon motion duly made, seconded and carried, the Directors unanimously: RESOLVED, that the Member and Partner Organization Reimbursement Policy, a copy of which is attached as Exhibit A, be, and it hereby is, ratified, confirmed and approved. Mr. McDonald then addressed the Corporation s need to enter into contracts with Insignia Health and Performance Logic. He said that the Members had determined that the Executive Director had authority to sign contracts with a value of up to $25,000, but that these contracts would exceed that threshold and therefore Board approval was required. The Directors had been provided with copies of proposals from both Insignia Health and Performance Logic. After discussion about the process used to select the proposed vendors and further consideration and discussion, upon motion duly made, seconded and carried, the Directors unanimously:

3 RESOLVED, that the officers of the Corporation be, and they hereby are, authorized to negotiate, execute and deliver contracts with Insignia Health and Performance Logic, in each case consistent with the terms of the proposals attached as Exhibit B and Exhibit C, respectively. Mr. McDonald next addressed some proposed revisions to the Corporation s By-Laws. One proposed change would shift responsibility for overseeing the privacy of medical information from the Information Technology and Data Governance Committee to the Compliance Committee. As Chairs of these committees, Ms. Cooper-Currier and Mr. Leary, confirmed that they were in agreement with the proposed change. The other proposed revision would extend the Corporation s indemnification obligations to cover members of Committees of the Corporation who are not Directors. Thereafter, upon motion duly made, seconded, and carried, the Members and the Directors unanimously: RESOLVED, that the By-Laws of the Corporation be, and they hereby are, amended, ratified, and approved to: (a) amend Article VIII, Sections 5 and 6 to move responsibility for overseeing the privacy of medical information from the Information Technology and Data Governance Committee to the Compliance Committee of the Corporation; and (b) amend Article IX of the By-Laws to clarify that the provisions regarding indemnification by the Corporation apply to the members of Committees of the Corporation as well as well the Directors and officers of the Corporation. Ms. Cooper-Currier gave the report of the Compliance Committee. She said that since the date of the last Board meeting, the New York State Office of the Medicaid Inspector General had issued guidance indicating that the Compliance Officer will need to be an employee of the Corporation. Ms. Cooper- Currier said that she had been working with Ms. Mucitelli-Heath and Bond attorneys to try to find a Compliance Officer who can be an employee of the Corporation. Ms. Cooper-Currier turned to a proposed revised charge for the Compliance Committee, to specify the shift in the committee s responsibility to oversee the privacy of medical information. After discussion, upon motion duly made, seconded and carried, the Directors unanimously: RESOLVED, that the charge for the Compliance Committee, a copy of which is attached as Exhibit D, be, and it hereby is, ratified, confirmed and approved. Ms. Serafin gave the report of the Finance Committee. She said that the committee had met on April 8, 2015 and reviewed drafts of an operational budget, an overview of DSRIP project scores and an estimate of what the Corporation s financial condition could look like. She said based on DOH guidance, the Corporation anticipated receiving its final attribution values on April 21, Mr. Leery gave the report of the Information Technology and Data Governance Committee. He pointed out the need for a proposed revised charge to the committee, to reflect the shift in responsibility for overseeing the privacy of medical information from the Information Technology and Data Governance Committee to the Compliance Committee. After discussion, upon motion duly made, seconded and carried, the Directors unanimously:

4 RESOLVED, that the charge for the Information Technology and Data Governance Committee, a copy of which is attached as Exhibit E, be, and it hereby is, ratified, confirmed and approved. Mr. McKinney and Ms. Wetterhahn gave an update on the status of the Corporation s DSRIP Project Implementation Plan (the PIP ), which is due to be submitted on May 1, A draft PIP dated as of April 9, 2015 was included with the meeting materials, and Mr. McKinney and Ms. Wetterhahn presented a high level overview. They also thanked those Directors who had participated in the deep dive forum into the PIP, which had been held the week before. After discussion and consideration, upon motion duly made, seconded and carried, the Directors unanimously: RESOLVED, that the Corporation be, and it hereby is, authorized and directed to execute and deliver the DSRIP Project Implementation Plan (the PIP ), in substantially in the form presented to the Directors, to the New York State Department of Health, together with such other documents as may be contemplated by the PIP; and it is further RESOLVED, that Kristen Mucitelli-Heath, the Interim Executive Director of the Corporation, be, and she hereby is, authorized to execute and deliver the PIP in such form as she shall approve, the execution by such authorized officer being conclusive evidence of her approval thereof and authority hereunder; and it is further RESOLVED, that the Interim Executive Director and other officers of the Corporation be, and they hereby are, authorized and directed to do or cause to be done all such other acts and things and to execute all such other documents as in their judgment may be necessary or advisable in carrying out the intents and purposes of the foregoing resolutions. Mr. Perra provided an update on the status of the search for an Executive Director. He said that M3 Placement & Partnership is still identifying candidates and asked for volunteers to interview candidates along with Ms. Eannace (who had previously volunteered) and him. Ms. Nolan and Mr. Morreale volunteered to be part of the interview process as well. Ms. Mucitelli-Heath then addressed expected valuation and payment dates. She said that DSRIP year one will run from April 1, 2015 through March 31, Based on current DOH guidance, she expects the final attribution for valuation to occur on or about April 21, 2015 and the first DSRIP payment to be made to Upstate on May 6, Ms. Mucitelli-Heath also gave an update on the DSRIP Capital Restructuring Finance Program ( CRFP ). She said that the State s Budget amended components of laws establishing the CRFP and, as a result, CRFP applications need to be re-submitted through the Corporation by May 6, She said that Partner Organizations could re-submit their prior applications but also had an opportunity to submit new applications. Ms. Mucitelli-Heath also gave an organizational update. She said that she had been working hard to locate a Compliance Officer. She also has been working with Staff Leasing to arrange for leased employees for the Corporation and with Iroquois Healthcare Association to provide administrative back office services.

5 Mr. McKinney added that JSI is working on a summary with respect to the readiness of Partner Organizations. He said that the Executive Steering Committee, led by Ms. Perry, would begin working on readiness assessments with each Partner Organization beginning in the near future. Ms. Mucitelli-Heath said that the next Board meeting will be held on May 29, 2015, at the Turning Stone, and more details would follow. There being no further business to come before the meeting it was, upon motion being duly made and seconded, adjourned at 12:38 pm.

6 Exhibit A

7 Exhibit B

8 Exhibit C

9 Exhibit D

10 Exhibit E