Governance

Washington County Hospital

Board of Directors Meeting Minutes

Tuesday, November 25, 2008, 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

Nancy Newby, CEO

Tammy Amizich, CNE (exited 7:42 p.m.)

Ruth Kellerman, Quality Coordinator (exited 7:42 p.m.)

Kim Larkin, CIO (exited 7:42 p.m.)

Elaine Matzenbacher, CFO

Melodie Wilkey, HR Director (exit 7:42 p.m.)

Bernard Hollicky, IHA Association Management Resources (exited 8:30 p.m.)

Others Not Present:

Marc Zerbe, M.D., Medical Staff President

Others Present:

Called to Order: 7:07 p.m.

Adjourned: 9:28 p.m.

Meeting Agenda Additions/Corrections

The agenda of the November 25, 2008, meeting of the Washington County Hospital Board of Directors was presented for review and approval.

The following amendments were made:

• Amend: V. Business, C. MidAmerican Energy Company Agreement – Motion Update

• Delete: VII. Closed Meeting, A. Presentations to the Board, 2. Baldwin House

On a motion by Greg Engele and second by Harry Jankowski, the Board unanimously voted to approve the November 25, 2008, meeting agenda with the aforementioned amendments.

Previous Board Meeting Minutes

Finance Committee Meetings Minutes

Personnel, Recruitment and Management Contract Review Committee Meeting Minutes

Joint Conference Committee Meeting Minutes

The following meetings minutes were presented for review and approval:

• Board meeting, October 28, 2008.

• Finance Committee meetings, October 15 and 28, 2008.

• Personnel, Recruitment and Management Contract Review Committee meeting, November 3, 2008.

• Joint Conference Committee meeting, November 5, 2008.

On a motion by Rich Tomaszewski 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 October 2008. Highlights of the report were:

Total Patient Revenue was $2,103,789. Total Provisions were $961,043. Total Net Operating Revenue was $1,135,132. Total Operating Expenses were $1,077,227. Income from Operations was $57,905, with YTD Income ($677,525). Total Non-Operating Revenue was $40,575, with an YTD Total Non-Operating Revenue of $500,991. Income prior to Depreciation was $165,660, resulting in a Total Income of $98,480 with an YTD Total Income of ($176,534) as compared to a budgeted $66,966.

Additional noted items:

• Outpatient visits and surgery cases were above budget; admissions and ER visits were down.

• Charity care was 132.8% above budget; however, year-to-date, this item remains within budget.

• Employee Benefits were 66.3% below budget as a result of the low number of medical claims during the past quarter.

• Again, Medicaid was above budget, primarily because of current economic conditions.

• Donations included the October WCH Golf Tournament proceeds.

On a motion by Harry Jankowski and second by Ken Harre, the Board unanimously voted to approve the October 2008 Financial and Statistical Report.

Personnel, Recruitment and Management Contract Review Committee Report

In the absence of Committee Chair J. W. Metcalf, Nancy gave the following report:

• Clinical Radiologists, S.C., agreement was reviewed and recommended for Board approval pending legal consultation.

• MidAmerican Energy Company (MEC) agreement was reviewed and returned for a rate adjustment. At the proposed rate, WCH would pay $3,800 more than with our current service, Ameren.

• CEO employment agreement was reviewed and recommended for Board approval with the amendment of Exhibit A regarding benefits.

Joint Conference Committee Report

Chair Dale Blohm gave the following report:

• Electronic medical record (EMR)

  • Has been implemented in physical therapy and ER, also.

  • Rich noted that the physicians are supportive (80%) of the EMR and realize the ongoing need to address system issues.

• Clinical Radiologists, S.C.

  • Dr. Biermann has signed an agreement with CRSC effective 12/1/08.

  • Pending WCH Board approval of CRSC agreement, which would be effective 12/1/08, CRCS will provide full-time radiologist services. This will eliminate current costs of night and weekend coverage.

  • WCH is considering potential collaborative digital mammography services with a specialized breast center in Springfield through an ICAHN project. This would benefit patients whereby a radiologist would read films immediately and notify staff if additional films are needed—no patient callbacks. It’s also an opportunity to cut expenses significantly—no work station would be required at WCH.

Quarterly Financials Update

Elaine reviewed in detail the quarterly report on the Financials:

• Statistics compared to a year ago:

  • Acute Patient Days, Outpatient Visits and RHC were down.

  • Swing Patient Days were up.

  • Medicaid Patient Days were up significantly due to economic conditions.

• Financials compared to a year ago:

  • Gross Patient Revenue, Salary Expenses and Total Expenses increased.

  • Low volume and economic conditions were reflected in the negative numbers of Net Income/Loss and Cash Balance.

Quarterly Status Report on WCH Strategic Plan

Nancy reviewed in detail the quarterly report on the Strategic Plan. WCH is on target or has surpassed its goals. Additional notes of interest/discussion:

• CT volumes continue to grow with the new scanner. In November, a GE physician presented an inservice to the Medical Staff, and Karen Burr reviewed CT medical necessity.

• The Annual Employee Satisfaction Survey is being conducted in November. In response to Diane’s inquiry regarding topics covered, a copy of the survey was distributed to Board members.

• A quarterly “WCH Report Card” will be published in the Nashville News.

MidAmerican Energy Company Agreement

Nancy referenced the aforementioned Personnel, Recruitment and Management Contract Review Committee report, noting there was no additional information to report.

Water Line Project Update

Nancy reported the following:

• Historical information: To accommodate new construction west of Nashville, the City increased its water pressure which WCH’s antiquated water pipes could not handle resulting in pipe line breakage in our boiler room.

• Pipe line and valve replacement have been installed in two phases: (1) the dietary area was without water for about an hour; (2) the boiler room area required more extensive work requiring water to be off for about five hours. WCH is still waiting for gauges to come in, which will then be installed.

• New pipe lines are active and have been in use for the past few weeks.

Autism Room Update

Nancy reported the following:

• WCH and Nashville schools were approached by Tom and Deb Storey who want to donate memorial funds to furnish a special needs room for autistic children. Their only request is a memorial plaque in for their daughter, Traci, who was a speech therapist beginning a career working with autistic children.

• Initially, the schools did not believe they would have space to accommodate this room. However, upon further review, space will be made available at the primary school.

• Effective January 2009, this room will be fully furnished and available for one-on-one treatment and group use by this special needs group.

• Dawn Lietz, WCH speech therapist, will aid in the treatment of these children at the school and will be able to charge for the off-site visits.

• This will be a very positive forward step for autistic children and their families, the schools, WCH and the community.

December Board Meeting Date Change

Due to the Christmas holiday, Board consensus was that the next Board meeting will be rescheduled to Tuesday, December 30, 2008, at 7:00 p.m. in conference rooms A and B.

Executive Committee Meeting for Biannual Review of Board Closed Meeting Minutes

In compliance with Illinois Open Meetings Act, the Executive Committee will meet on Tuesday, December 30, 2008, at 6:00 p.m. in conference rooms A and B to complete a biannual review of Board closed meeting minutes.

Finance Committee Meeting

Subsequent to the rescheduling of the December Board meeting, the Finance Committee will be rescheduled to Tuesday, December 30, 2008, at 6:30 p.m. in the board room.

Community Comments/Questions and Answers

There were no comments or questions.

Closed Meeting

At 7:42 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)(1)(17)(21). Blohm AYE, Behr AYE, Cange AYE, Engele AYE, Harre AYE, Jankowski AYE, Nottmeyer AYE, Tomaszewski AYE. Motion carried.

At 9:24 p.m. on a motion by Harry Jankowski and second by Diane Nottmeyer, 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

Personnel, Recruitment and Management Contract Review Committee Closed Meeting Minutes

Medical Staff Meeting Minutes

QA Meetings Minutes

The following meetings minutes were presented for review and approval:

• Board closed minutes, October 28, 2008.

• Personnel, Recruitment and Management Contract Review Committee closed minutes, November 3, 2008.

• Medical Staff meeting, August 6, 2008.

• QA meetings, July 24 and August 21, 2008.

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

Medical Staff Credentials and Privileges

On a motion by Ken Harre and second by Harry Jankowski, the Board unanimously voted the following credentials/privileges be approved/granted:

• Anthony Vacca, D.O. -- credentials were approved and Provisional Medical Staff privileges were granted specific to pulmonary services.

• Rachel Aholt, APN -- credentials were approved and Provisional Allied Health Professionals Staff privileges were granted specific to family medicine services.

D&O (Directors and Officers) and Executive Liability Insurance Coverage

On a motion by Rich Tomaszewski and second by Diane Nottmeyer, the Board unanimously voted: If Baldwin-House Insurance Agency does not submit a bid by December 10, 2008, then WCH will enter into an agreement with Illinois Provider Trust (IPT) for D&O (directors and officers) and executive liability insurance coverage.

Clinical Radiologists, S.C., Agreement

On a motion by Harry Jankowski and second by Diane Nottmeyer, the Board unanimously voted to approve the Personnel, Recruitment and Management Contract Review Committee’s recommendation that WCH enter into an agreement with Clinical Radiologists, S.C., for full-time radiologist services.

CEO Employment Agreement

On a motion by Greg Engele and second by David Behr, the Board unanimously voted to accept the Personnel, Recruitment and Management Contract Review Committee’s recommendation to renew Nancy Newby’s CEO Employment Agreement at the same salary with an amendment to Exhibit A to reflect a revision of benefits.

Adjournment

On a motion by Diane Nottmeyer and second by Harry Jankowski, the Board unanimously voted to adjourn the meeting at 9:28 p.m.

Respectfully submitted,

J. W. Metcalf, Secretary, Board of Directors