Governance

Thursday, January 29, 2009, 7:00 p.m.

Conference Rooms A and B

Members Present:

Dale Blohm, Chair

David Behr

Jim Cange

Greg Engele

Ken Harre

Harry Jankowski

Diane Nottmeyer

Rich Tomaszewski

Members Not Present:

J. W. Metcalf, excused

Others Present:

Nancy Newby, CEO

Kim Larkin, CIO, (exited 7:40 p.m.)

Ruth Kellerman, Quality Coordinator (exited 7:40 p.m.)

Elaine Matzenbacher, CFO

Melodie Wilkey, HR Director (exit 7:40 p.m.)

Others Not Present:

Tammy Amizich, CNE, excused

Marc Zerbe, M.D., Medical Staff President, absent

Called to Order: 7:07 p.m.

Adjourned: 9:50 p.m.

Meeting Agenda Additions/Corrections

The agenda of the January 29, 2009, meeting of the Washington County Hospital Board of Directors was presented for review and approval.

The following amendments were made:

• Add: V. Business, D. SSM Information Update – Nancy Newby

• Add: V. Business, E. MidAmerica Stroke Update – Nancy Newby

On a motion by Rich Tomaszewski and second by Ken Harre, the Board unanimously voted to approve the January 29, 2009, meeting agenda with the aforementioned amendments.

Previous Board Meeting Minutes

Finance Committee Meetings Minutes

Executive Committee Meeting

The following meetings minutes were presented for review and approval:

• Board meeting, December 30, 2008.

• Finance Committee meetings, December 17 and 30, 2008.

• Executive Committee meeting, December 30, 2008.

On a motion by Greg Engele and second by Harry Jankowski, the Board unanimously voted to approve the aforementioned meetings minutes.

Financial and Statistical Report

Elaine Matzenbacher presented the Financial and Statistical Report for December 2008. Highlights of the report were:

Total Patient Revenue was $2,084,286. Total Provisions were $901,640. Total Net Operating Revenue was $1,254,569. Total Operating Expenses were $1,263,856. Income from Operations was ($9,287), with YTD Income ($728,731). Total Non-Operating Revenue was $79,841, with an YTD Total Non-Operating Revenue of $612,472. Income prior to Depreciation was $137,898, resulting in a Total Income of $70,554 with an YTD Total Income of ($116,259) as compared to a budgeted $89,288.

Additional noted items:

• Received payments from State: CHIP, CHAP, SNAP.

• Supplies and Expenses were up of which $80,000 was patient chargeable items.

• Employee Benefits were slightly up—no particular trend.

• Bad debts were 22.2% under budget this month.

On a motion by Harry Jankowski and second by David Behr, the Board unanimously voted to approve the December 2008 Financial and Statistical Report.

2008 Laboratory Competency Report

The Board reviewed the 2008 Laboratory Staff Competency Report, which is required by TJC.

On a motion by Diane Nottmeyer and second by Ken Harre, the Board unanimously voted to approve the 2008 Laboratory Staff Competency Report.

Annual Review of Hospital Board Membership

An annual review of Board membership terms was conducted. The terms of Dale Blohm, David Behr and Ken Harre are due to expire April 30, 2009. Dale and David agreed to reappointment. Ken will consider reappointment and notify Nancy of his decision. Nancy will convey this information to Washington County Board Chairman Dave Meyer to submit to the Washington County Nominating Committee.

OB Department and CON

Nancy reported the following:

• On 1/27/09 IHFPB (Illinois Healthcare Facilities Planning Board) approved the closing of WCH OB unit; it was uncontested.

• Nancy has notified local and State legislators, Southern Illinois Perinatal Group and any other groups as may be required.

SSM Information Update

Ron Levy, former CEO of SSM Healthcare-St. Louis who retired last year, has been appointed to head the Missouri Medicaid Program.

MidAmerica Stroke Update

Nancy reported:

• Revised Stroke legislation recommendations have been finalized and will be submitted to the IHA Board in January. Once IHA Board approves, the bill will be revised and sent back to the Senate for action.

• WCH has signed an agreement with Mid-America Stroke Network to oversee WCH’s program as a secondary stroke site, and will be subject to IDPH criteria. WCH already has a transfer agreement with SLU to provide trauma and tertiary care.

• SLU will conduct meetings and trainings sessions with WCH ER physicians, Medical Staff, nursing staff and EMS to meet stroke treatment protocols.

• Nancy reviewed the stroke patient response process.

• Kick-off date will be some time in February.

Community Comments/Questions and Answers

Clarification was given regarding stroke legislation and related trauma site criteria and Board membership terms.

Closed Meeting

At 7:40 p.m. on a motion by Ken Harre and second by Greg Engele, the Board took a roll call vote to enter closed session under Open Meetings Public Act 88-621 Sections 2(C)(16)(17)(21). Blohm AYE, Behr AYE, Cange AYE, Engele AYE, Harre AYE, Jankowski AYE, Nottmeyer AYE, Tomaszewski AYE. Motion carried.

At 9:47 p.m. on a motion by Ken Harre and second by David Behr, the Board took a roll call vote to leave closed session and re-enter open session. Blohm AYE, Behr AYE, Cange AYE, Engele AYE, Harre AYE, Jankowski AYE, Nottmeyer AYE, Tomaszewski AYE. Motion carried.

Board Closed Meeting Minutes

Executive Committee Meeting Minutes

The following meetings minutes were presented for review and approval:

• Board closed minutes, December 30, 2008.

• Executive Committee closed minutes, December 30, 2008.

On a motion by Greg Engele and second by David Behr, the Board unanimously voted to:

Approve the aforementioned meetings minutes.

Medical Staff Privileges

In compliance with TJC, Ken Harre made a motion and was seconded by Rich Tomaszewski, the Board unanimously voted that Long-Term Care Privileges be granted to the following Medical Staff members:

• Gary Goforth, D.O.

• Keith JenKins, M.D.

• Mohammed Siddiqui, M.D.

• Gladstone Tucker, M.D.

• Alfonso Urdaneta, M.D.

Foundation

On a motion by Jim Cange and second by David Behr, the Board unanimously voted that the “Foundation” topic be included on next month’s meeting agenda for discussion.

Gero-Psych

On a motion by Diane Nottmeyer and second by David Behr, the Board voted to enter into a management services agreement with PremierCare, Inc., for a hospital outpatient psychiatric services program. Motion carried with one opposing vote by Harry Jankowski.

Adjournment

On a motion by Ken Harre and second by David Behr, the Board unanimously voted to adjourn the meeting at 9:50 p.m.

Respectfully submitted,

J. Metcalf, Secretary, Board of Directors