Governance

Washington County Hospital
Board of Directors Meeting Minutes
Monday, November 22, 2010, 7:00 p.m.
Conference Rooms A and B

Members Present:
Dale Blohm, Chair
Jim Cange
Greg Engele
Victor Lopez
J. W. Metcalf
Diane Nottmeyer
Rich Tomaszewski

Members Not Present:          
David Behr, excused
Bill Manier, absent

Others Present:
Nancy Newby, CEO (exited 8:15 p.m.; returned 8:33 p.m.)
Tammy Amizich, CNE (exited 7:53 p.m.)
Christine Bening, HR Coordinator (exited 7:53 p.m.)
Ruth Kellerman, QA Coordinator (exited 7:53 p.m.)
Kim Larkin, (exited 7:53 p.m.)
Elaine Matzenbacher, CFO (exited 8:15 p.m.; returned 8:33 p.m.)
Marc Zerbe, M.D., Medical Staff President, (exited 8:15 p.m.)
Phil Gustafson, CEO, St. Mary’s-Good Samaritan, Inc. (exited 7:16 p.m.)

Called to Order:         7:09 p.m.
Adjourned:                 8:35 p.m.

Meeting Agenda
The agenda of the November 22, 2010, meeting of the Washington County Hospital Board of Directors was presented for review and approval. 

The following amendment was made:

• Add:          “Motion” to II. Guest:  Phil Gustafson, CEO, SSM

On a motion by J. W. Metcalf and second by Greg Engele, the Board unanimously voted to approve the November 22, 2010, meeting agenda with the aforementioned amendment.

Rural Network Affiliation Agreement Amendment

• After several meetings, WCH, SSM-St. Louis and SMGSI will collaboratively work together with an amendment to WCH’s current SSM Affiliation Agreement to include, specifically, SMGSI.
• Positive aspects of the amendment were discussed and will be publicized to the community via news media.
• Washington County Hospital has had a long-standing and very positive affiliation with SSM-St. Louis and has worked collaboratively with both St. Mary’s and Good Samaritan Hospital, Inc. (SMGSI)
• In order to strengthen the affiliation agreement to improve the health of Washington County residents, there is a new amendment to the affiliation between SSM-St. Louis, SMGSI and WCH.  This three-way affiliation is a commitment to collaboratively work together to protect and enhance programs and services that are vital to each organization.
• SMGSI is presently building a medical office building (MOB) north of Nashville to provide space for physicians to practice in Nashville, which is scheduled to open in January 2011.  The MOB is a collaborative effort between all parties, providing primary and specialty care for residents of our community.  The intent of the MOB is to expand services which will support the growth and sustainability of both organizations.
• Both organizations are committed to improve health services for patients in Washington County.  Efforts will be jointly made to coordinate a family practice physician and an allied health professional in the MOB and then coordinating specialty services that could be available on an intermittent basis.  Ensure that those health professionals are supported in using the local facilities to the extent possible.
• Jim Sanger, CEO of SSM-St. Louis, Phil Gustafson, CEO of SMGSI, and Nancy Newby, CEO of WCH, are excited with efforts to strengthen the affiliation agreement  We have been blessed with physicians that work closely together to provide the most effective quality healthcare for patients. This affiliation will strengthen physician relationships, allow more specialty care for our patients close to home and will support growth and sustainability of both hospitals.

On a motion by J. W. Metcalf and second by Greg Engle, the Board unanimously voted to amend the Rural Network Affiliation Agreement between Washington County Hospital and SSM-St. Louis to include St. Mary’s-Good Samaritan, Inc., Mt. Vernon.

Previous Board of Directors Meeting Minutes
Finance Committee Meetings Minutes
The following meetings minutes were presented for review and approval:

• Board of Directors, October 26, 2010. 
• Finance Committee, October 13 and 26, 2010.

On a motion by Diane Nottmeyer and second by Rich Tomaszewski, the Board unanimously voted to approve the aforementioned meetings minutes.

Financial and Statistical Report
Elaine Matzenbacher, CFO, presented the Financial and Statistical Report for October 2010.  Highlights of the report were:

Total Patient Revenue was $1,959,051.  Total Provisions were $893,612.  Total Net Operating Revenue was $1,170,125.  Total Operating Expenses were $1,287,021.  Income (Loss) from Operations was ($116,896), with YTD Income (Loss) ($309,117).  Total Non-Operating Revenue was $30,076, with YTD Total Non-Operating Revenue of $213,204.  Total Income (Loss) was ($86,820) with YTD Total Income (Loss) of ($95,913), as compared to a budgeted $41,742.

Additional noted items:

• Total Patient Revenues were 8.9% ($191,881) under budget for the month of October.   All service areas were down during the month.
• Contractual Adjustments were 3.5% under budget in the month.  Charity care was $12,962.
• Non-Operating Income was 18.0% under budget as there was little in the way of grant receipt/rental income for the month.
• Total Current Assets were about $1million below a year ago.

On a motion by Greg Engele and second by Victor Lopez, the Board unanimously voted to approve the October 2010 Financial and Statistical Report.

PET CT Services

• Several years ago WCH began offering mobile PET CT services through Shared Medical (SM) with Drs. Burr and Biermann providing the interpretations.  However, volume was not high enough that either of the radiologists felt comfortable in providing those interpretations.
• WCH subsequently changed its agreement with SM into just a pad rental.  WCH gets rent for the use of the pad and electricity and SM provides the imaging service, interpretation and bill insurance. This arrangement kept the service available in the community but generated virtually no revenue for the WCH.  
• Recently Kim Larkin, diagnostic imaging manager, reviewed the PET CT services.  Now that WCH is contracted with Clinical Radiology in Springfield and has PACS and the ability to transmit studies to them, WCH can revise its agreement to return to the original scenario where the mobile service provides the service and invoices WCH a set fee--much like MRI does.  WCH would then transmit those studies to Springfield for interpretation.  This would provide a modest revenue stream for WCH and an opportunity to market the services again.

On a motion by Diane Nottmeyer and second by Jim Cange, the Board unanimously voted to arrange with Shared Medical to transition back to a fee structure with Clinical Radiology to develop the workflow for the interpretations.

Nuclear Medicine Services

• WCH’s existing Nuclear Medicine equipment was installed in 1996 and largely remains unchanged.  WCH has received a letter from Philips Medical indicating that they will no longer support this equipment after December 2011.  WCH cannot use this equipment once this date passes.
• Nuclear medicine services are currently provided one day per week and are staffed contractually with DHS (Diagnostic Health Services). Many DHS sites also contract with DHS for equipment, so Kim has been talking with them about the opportunity to upgrade WCH equipment and to expand service days. 
• Kim presented a detailed analysis (copy on file).  WCH would modify its existing agreement with DHS to include the additional services/hardware.  Replacement equipment will have a dual camera—two times faster than current equipment which would result in more available patient appointments—increased volume.  The transition to this model will require approximately 60 days to complete. 
• The new agreement will cost less for WCH and will generate revenue.
• The Board requested to amend (italicized) the agreement to read “….monthly fees on average $3,500 or better required with no yearly minimum….”

On a motion by Diane Nottmeyer and second by J. W. Metcalf, the Board unanimously voted to enter into a five-year agreement with DHS for nuclear medicine services/hardware with the aforementioned amendment.

Baxter IV Pump Recall

• As mentioned several times over the past six months, the FDA has recalled all of the Baxter Colleague pumps for significant “free-flow issues” which have resulted in several deaths nationally.  WCH currently has four-single-channel Colleague pumps in use and one triple-channel Colleague pump in the ED.  All of these pumps are included in the recall and must be taken out of service within the next three months. This gives WCH seven pumps that Baxter must either replace or “buy-out.”
• A WCH committee of nurses has been working with purchasing and SSM staff to meet with vendors, pilot pumps, negotiate tubing and pump prices and select a replacement pump.  The committee and SSM selected B. Braun as the pump of choice, and B. Braun had the most significant pump and tubing contracts.
• In summary, WCH would trade-in its seven Colleague lines and replace with new B. Braun pumps at no cost to us.  WCH will replace its six older Baxter pumps with new B. Braun pumps.  The additional cost of the new pumps will be $20,645 (instead of the budgeted Baxter quote of $52,182), and the tubing cost reduction will be nearly $10,000 annually, along with an annual rebate.  This would result in a complete transition to 13 new B. Braun pumps and eliminate all of the Baxter pumps and tubing products.  The cost of this transition is significantly less than the amount budgeted to replace our IV pumps. 

On a motion by Rich Tomaszewski and second by Jim Cange, the Board unanimously voted to approve the exchange of seven Baxter IV pumps with seven B. Braun IV pumps, and the purchase of six replacement B. Braun IV pumps as explained above.

Board Executive Committee Biannual Review of Closed Meeting Minutes
The Board Executive Committee will meet on Tuesday, December 28, 2010, immediately following the monthly Board meeting in conference rooms A and B to complete a biannual review of Board closed meetings minutes, as mandated by the Illinois Open Meetings Act.

Community Comments/Questions and Answers
No community members were present.

Closed Meeting
At 7:53 p.m. on a motion by Greg Engele and second by Victor Lopez, the Board took a roll call vote to enter closed session under Open Meetings Public Act 88-621 Sections 2(C)(1)(5)(21).  Blohm AYE, Cange AYE, Engele AYE, Lopez AYE, Metcalf AYE, Nottmeyer AYE, Tomaszewski AYE.  Motion carried.

At 8:34 p.m. on a motion by Rich Tomaszewski and second by J. W. Metcalf, the Board took a roll call vote to leave closed session and re-enter open session.  Blohm AYE, Cange AYE, Engele AYE, Lopez AYE, Metcalf AYE, Nottmeyer AYE, Tomaszewski AYE.  Motion carried.

Board of Directors Closed Meeting Minutes
The following meeting minutes were presented for review and approval:

• Board of Directors closed, October 26, 2010.

On a motion by Diane Nottmeyer and second by Victor Lopez, the Board unanimously voted to approve the aforementioned meetings minutes.

Employment Contract
On a motion by Victor Lopez and second by Greg Engele, with an opposing vote by J. W. Metcalf, the Board voted to approve the renewal of Nancy Newby’s CEO Employment Agreement to include a salary adjustment as discussed in closed session.

Adjournment
On a motion by J. W. Metcalf and second by Rich Tomaszewski, the Board unanimously voted to adjourn the meeting at 8:35 p.m.

Respectfully submitted,
Richard Tomaszewski, Secretary

WCH Board

Administrative Team

Nancy Newby, Chief Executive Officer

Tammy Amizich, Chief Nurse Executive
Kim Larkin, Chief Information Officer
Elaine Matzenbacher, Chief Financial Officer

Christine Bening, Human Resources Coordinator
Ruth Kellerman, Quality Coordinator

>  2010 board meeting dates
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