ROSWELL PARK CANCER INSTITUTE CORPORATION BOARD OF DIRECTORS

Transcription

1 ROSWELL PARK CANCER INSTITUTE CORPORATION BOARD OF DIRECTORS A meeting of the Board of Directors of Roswell Park Cancer Institute Corporation was held Thursday, October 24, 2013 at 12:00 pm in the Zebro Conference Room. Present: Michael L. Joseph, Chairman, Presiding Linda A. Dobmeier (telephonically) Anne D. Gioia Donna M. Gioia Kenneth A. Manning, Esq. (telephonically) Honorable Joseph S. Mattina (telephonically) Gail Mitchell, Esq. Hugh M. Russ, III, Esq. R. Buford Sears Dennis Szefel Donald L. Trump, MD, FACP, President & CEO (constituting a quorum of the Board) Excused: Elyse NeMoyer Nirav R. Shah, MD, NYS Commissioner of Health Thomas P. Stewart, PhD Sylvia Tokasz Present by Invitation: Lisa Damiani, Vice President of External Affairs Laurel DiBrog, Vice President of Marketing (telephonically) Betsy Doty, Executive Assistant to the Board Cindy A. Eller, Vice President for Development Vicki Garcia, Vice President for Human Resources Pamela Germain, MBA, Vice President - Managed Care & Outreach Ann Marie Gibney, Executive Assistant to the President Richard Hershberger, PhD, MBA, Chief Academic Officer David C. Hohn, MD, President Emeritus, Executive Dir. of Health Policy Dana Jenkins, Vice President, Organizational Performance Improvement Candace S. Johnson, PhD, Deputy Director, Chair of Pharmacology Maureen Kelly, Vice President Patient Care Services/CNO Gregory A. McDonald, Chief Financial Officer Anthony L. Picone, MD, Interim Medical Director Michael B. Sexton, Esq., Chief Institute Operations Officer, General Counsel and Secretary Lee C. Wortham, Chairman, Foundation Board Joyce Yasko, PhD, Chief Clinical Operations Office, Vice President Of Clinical Research Services Gregory E. Young, MD, NYS DOH Western Regional Director

2 L Chairman^ Opening Remarks Mr. Joseph welcomed everyone. II. Minutes of Board of Directors Meetings Mr. Joseph called for approval of the minutes from the June 19, 2013 regular meeting and the September 9, 2013 special board meeting. The minutes of the June 19, 2013 and September 9, 2013 Board Meetings were, on motion by Mr. Sears, seconded by Ms. Donna Gioia, unanimously approved. IIL Contracts Allscripts Dr. Johnson briefly described the Allscripts five-year service and upgrade contract renewal, and asked if there were any questions. The motion to approve the Allscripts contract renewal ivas made by Judge Mattina, seconded by Ms. Dobmeier and was unanimously approved. cgmp Facility Dr. Johnson briefly described the design and construction of a cgmp facility to be constructed in the Cancer Cell Center. She stated the funding for this project wiu come from the FY14 and FY15 Facilities Capital Programs. The motion to approve the cgmp facility project was made by Ms. Dobmeier, seconded by Ms. Mitchell and was unanimously approved. Gamma Knife Dr. Yasko asked if there were questions regarding the replacement of the Gamma Knife source unit and the corresponding maintenance agreement. There being no questions, a motion to approve the Source Renewal and Maintenance Agreement was made by Mr. Szefel, seconded by Ms. Donna Gioia and ivas unanimously approved. Mr. Szefel made a motion to move to Executive Session for the purpose of reviewing and discussing the strategic leadership report including business development matters, recruitment status for faculty and administration, the status of negotiations for several clinical and scientific collaborations, and the status of the restructuring project. The motion was seconded by Mr. Sears and unanimously carried. IV. Leadership Report Dr. Trump provided an update on recruitment and retention. The VP of Business Development position has been filled. RPCI has identified 3 candidates for the bieast surgeon position. He also advised the Board of two recent resignations. Dr. Trump then provided an update on Roswell collaborative activity both inside and outside WNY. Dr. Hohn then discussed the on-going RPCI-JROC joint venture. Dr. Trump asked for approval of the term sheet between RPCI and Kaleida Health for Pediatric Hematology and Oncology Program J.V. agreement. A motion to approve the Term Sheet was made by Mr. Sears, seconded by Mr. Manning and was unanimously approved. Dr. Trump provided an update on the clinical sciences center project. Cost of the project has increased due to project labor agreement, inflation and the delayed CON. A discussion took place with regard to the options RPCI has to provide funding for this increase. 2

3 Dr. Johnson provided an IT update. The recruitment of a CIO is ongoing. She stated that a Project Management Office (PMO) has been established. Dr. Johnson then discussed the ICD-10 vendor change and provided an update on the Genomics Project. Fundraising for the lung cancer genetic test will begin on November 9, Dr. Johnson also stated that the CCSG review is still planned for early December. Managed Care Update Ms. Germain provided the Managed Care update, advising on the status of renewal negotiations with Independent Health and HealthNow. Transformation Project Implementation Services Mr. McDonald provided an update on the transformation project. RPCI has received 5 proposals to provide implementation services for the operational recommendations included in the phase 1 Operations Assessment report. The firms and proposed costs were discussed. RPCI is currently in the scoring phase of the selection process. It was decided that a special telephonic board meeting will take place to discuss and approve the final selection of a vendor. V. Albany Update Ms. Damiani thanked Mr. Manning for attending the September 30, 2013 meeting in Albany with Deputy Secretary Courtney Burke. She also stated that the delegation meeting held on October 21, 2013 was a very good meeting and thanked those Board members who attended. Mr. Szefel made a motion to return to open session which was seconded by Ms. Mitchell and unanimously carried. VI. Education Mission Dr. Richard Hershberger provided an overview of the Department of Educational Affairs. The mission of the department is to attract and train professionals through 4 areas of focus - recruiting and promotion, curriculum planning and assessment, administrative support and career awareness outreach. He stated that RPCI's educational programs and school outreach efforts reached over 2,100 individuals in the academic year. RPCI collaborates with over 15 of the region's colleges and universities to deliver training for over 1,000 clinicians and 160 researchers, including over 750 University of Buffalo students. Dr. Hershberger stated in order to provide stable, tangible financial support for graduate education and recognition of faculty contributions, the RPCI Educational Affaiis Department is seeking to negotiate with UB an improved economic model. RPCI and its grant-funded faculty contribute approximately $3M of funds and uncompensated teaching and administrative effort to support graduate education. UB provides $350,000 of tuition scholarships for PhD students but that expense is offset by the $500,000 in tuition revenues it receives from the masters students enrolled in the RPGD-managed MS programs. RPCI is advocating a new economic partnership model where tuition revenues from the Masters programs would be retained by RPCI. VII. Quality Improvement Report Information only. No oral report given. 3

4 VIII. Board Committee Reports Finance Committee Report 1st QTR Combmed Financial Statements Mr. McDonald presented the 1st Quarter combined financial statements. The HEAL funds for the 1st quarter have not yet been received, but are expected. A motion to approve the 1st QTR Combined Financial Statements was made hy Mr. Sears seconded by Ms. Mitchell and ivas unanimously carried. 1st QTR Investment Report Mr. McDonald reviewed the lst: QTR Investment Report. A motion to approve the 1st OTR Investment Report zvas made by Ms. Dobmeier seconded by Mr. Szefel and was hy majority vote carried. Mr. Manning and Mr. Sears abstained front voting. CSC Fundine and NMTC Update Mr. McDonald provided an update on the CSC New Market Tax Credit transaction, which closed and has generated $6.3M in funding for the CSC project. Audit Committee Report Information only. Information Technology Committee Report Information only. Technology Transfer Committee Report Mr. Sexton announced that Harl Tolbert, Director of the Technology Transfer Department started on September 3, Mr. Tolbert will be invited to the December meeting. IX. Legal/Institute Operations Mr. Sexton presented the revised Amended Full Banking Authority Resolution and the Amended Limited Banking Resolution. A motion was made as follows by Ms. Dobmeier, seconded by Mr. Manning and duly approved: Be it: RESOLVED: That this Amended Resolution reflect modifications to the named Officers of Roswell Park Cancer Institute (the "Depositor") authorized with banking authority as set forth in the Resolution previously adopted by the Board of Directors on December 29, 2011; and RESOLVED: That the signatory Bank below (the "Bank") be, and hereby is, designated a depository of funds of Depositor, with authority to accept at any time for the credit of the Depositor deposits in checking, savings, money market savings, term or any other account, by whomsoever made in whatever manner endorsed; and RESOLVED: That the Bank shall not be liable in connection with the collection of such items that are handled by the Bank without negligence; and 4

5 RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bank against all losses, liabilities and claims resulting from payments, withdrawals or orders made in accordance with, or from actions taken in good faith and in reliance upon, these Resolutions; and Payment Orders RESOLVED: That the Bank be, and hereby is, authorized and directed to certify, pay or otherwise honor all checks, drafts, notes, bills of exchanges, acceptances, undertakings and other instruments or orders for the payment, transfer or withdrawal of money for whatever purpose and to whomsoever payable when such instruments and orders are properly made, signed, or endorsed by the signature, the actual or purported facsimile signature or the oral direction of any one of the authorized signers below; and RESOLVED: That any authorized signer acting alone be, and hereby is, authorized on behalf of the Depositor to endorse, negotiate and collect any and all checks, drafts, notes, bills of exchange, acceptances, undertakings and other instruments and to open and close and update information on any account of the Depositor at the Bank; and Funds Transfers RESOLVED: That any of the authorized signers below acting alone be, and hereby is, authorized on behalf of the Depositor to instruct, orally or by such other means as the Bank may make available to Depositor, the Bank to initiate the transfer of funds by wire, telex, automated clearinghouse, book entry, computer or such other means, and to execute agreements with the Bank for the transfer of funds from any of Depositor's accounts and to delegate from time to time to other persons the authority to initiate the transfer of funds from any such account; and Additional Resolutions RESOLVED: That the Bank may rely on any signature, endorsement or order and any facsimile signature or oral instruction reasonably believed by the Bank to be made by an authorized signer, and the Bank may act on any direction of an authorized signer without inquiry and without regard to the application of the proceeds thereof, provided that the Bank acts in good faith; and RESOLVED: The Bank may rely on this document and on any certificate by an authorized representative of the Depositor as to the names and signatures of the authorized signers of the Depositor until the Bank has actually received written notice of a change and has had a reasonable period of time to act on such notice; and RESOLVED: That the Depositor agrees to notify the Bank promptly and in writing of any change in (a) these Resolutions, (b) the identity of persons authorized to sign, endorse or otherwise authorize payments, transfers or withdrawals, (c) ownership of the Depositor or the Depositor's legal structure or status, including the Depositor's dissolution or bankruptcy; and RESOLVED: That any of the following named persons, holding the following offices of the Depositor be, and hereby are, designated at the authorized signers to act on behalf of the Depositor in accordance with the above resolutions: 5

6 Donald L. Tramp, M.D., President and CEO Candace S. Johnson, Ph.D., Deputy Director Gregory A. McDonald, Chief Financial Officer Michael B. Sexton, Chief Institute Operations Officer In addition, the following motion was tnadc hy Ms. Mitchell, seconded hy Mv. Sears, and duly approved: AMENDED LIMTED BANKING RESOLUTION Be it: RESOLVED: That this Amended Resolution reflect modifications to the named Officers of Roswell Park Cancer Institute (the "Depositor") authorized with limited banking authority as set forth in the Resolution previously adopted by the Board of Directors on December 29, 2011; and RESOLVED: That the signatory Bank below (the "Bank") be, and hereby is, designated a depository of funds of Depositor, with authority to accept at any time for the credit of the Depositor deposits in checking, savings, money market savings, term or any other account, by whomsoever made in whatever manner endorsed; and RESOLVED: That the Bank shall not be liable in connection with the collection of such items that are handled by the Bank without negligence; and RESOLVED: That the Depositor assumes full responsibility for and shall indemnify the Bank against all losses, liabilities and claims resulting from payments, withdrawals or orders made in accordance with, or from actions taken in good faith and in reliance upon, these Resolutions; and Payment Orders RESOLVED: That the Bank be, and hereby is, authorized and directed to certify, pay or otherwise honor all written checks for whatever purpose and to whomsoever payable when such checks are properly made, signed, or endorsed by the signature, the actual 01 purported facsimile signature of any one of the authorized signers below; and RESOLVED: That any authorized signer acting alone be, and hereby is, authorized on behalf of the Depositor in a limited capacity, with authority to endorse, negotiate and collect any and all written checks only; such authority neither extends to the issuance of wire or other electronic transfers or withdrawals nor the opening or closing of accounts on behalf of Depositor. Additional Resolutions RESOLVED: That the Bank may rely on any signature, endorsement or order and any facsimile signature reasonably believed by the Bank to be made by an authorized signei, and the Bank may act on an authorized signer's direction to endorse, negotiate and collect any and all written checks only without inquiry and without regard to the application of the proceeds thereof, provided that the Bank acts in good faith; and 6

7 RESOLVED: The Bank may rely on this document and on any certificate by an authorized representative of the Depositor as to the names and signatures of the authorized signers of the Depositor until the Bank has actually received written notice of a change and has had a reasonable period of time to act on such notice; and RESOLVED: That the Depositor agrees to notify the Bank promptly and in writing of any change in (a) these Resolutions, (b) the identity of persons authorized to sign, endorse or otherwise authorize payments, transfers or withdrawals, (c) ownership of the Depositor or the Depositor's legal structure or status, including the Depositor's dissolution or bankruptcy; and RESOLVED: That any of the following named persons, holding the following offices of the Depositor be, and hereby are, designated at the authorized signers to act on behalf of the Depositor in accordance with the above resolutions: Joyce M. Yasko, Ph.D., Chief Clinical Operations Officer Merit Board Appomtments and Re-appomtment A motion to approve the appointment of T)y. Richard Ahl to the Merit Board was made by Mr. Sears, seconded by Ms. Donna Gioia and was unanimously carried. Resolution (RPCI & UB) The following resolution was made by Ms. Dobmeier, seconded by Mr. Manning and duly approved: Whereas, it has been proposed that Roswell Park Cancer Institute ("RPCI") and the University at Buffalo, SUNY, ("UB") pursue and enhance collaborative opportunities, for the mutual benefit of both organizations; and Whereas, the Board of Directors of RPCI desires to evaluate the benefits that could be achieved by an affiliation or through enhanced collaborative opportunities between UB and RPCI; and Whereas, UB and RPCI have identified Cindrich Consulting, LLC (the "Consultant") to act as a consultant to perform an evaluation study of opportunities for affiliation and/or collaboration between UB and RPCI that would mutually benefit the two organizations, and the Board approves of this selection. Now, therefore, in consideration of the premises, be it Resolved, that the Board of Directors of RPCI approves of the joint retainer of the Consultant by RPCI and UB for the purpose of exploring and evaluating potential opportunities for RPCI to affiliate and/or collaborate with UB, to the mutual benefit of both RPCI and UB; and be it Further Resolved, that the Board authorizes and directs RPCI management to participate actively in the aforementioned evaluation and to cooperate fully with the Consultant in his efforts to provide a complete and comprehensive evaluation and set of recommendations. 7

8 X. Medical Staff Report Medical Staff Credentials & Appointments Dr. Picone discussed the applications for appointment/renewal of medical staff privileges, and presented them for approval. A motion to approve the appointments and cvedentialing renewals was made by My. Sears, seconded by Ms. Donna Gioia and zvas unanimously carried. XI. Nursing Report Information only. XII. Clinical Operations Report Information only. OTHER BUSINESS There being no further business, motion was made by Mr. Sears, seconded by Ms. Mitchell, and the meeting was duly adjourned. The next Board of Director's meeting is scheduled for Thursday, December 12, Michael B. Sexton, Secretary 8