I. CALL TO ORDER · 2015. 9. 2. · President Glenn Levine, Secretary/Treasurer Dr. Carl Utterback,...

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I. CALL TO ORDER

A. INTRODUCTIONS AS NEEDED

B. PUBLIC COMMENT

C. CONFLICT OF INTEREST DISCLOSURE AND DISCUSSION

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II. MINUTES

Following for board review are the minutes of the December 17, 2014 regular board meeting.

Board Present

Gary Anderson, Chairman (by phone, for a portion of the meeting);

Deb Wilson, Vice Chair; DeAnna Craig, Secretary/Treasurer;

Rebecca Moore; Ryan Ringer

Board Absent None

Staff Present

Wayne Hellerstedt, CEO; Ken Landau, CFO/COO; Danyell Thomson,

Clinic Manager; Marilyn Cain, Business Office Manager; Lora

Lawson, CNO

Media None

Guests Jill Wentzel, Tim Breuckner, Tom Pettis, Dr.Ted Taylor

Recording

Secretary Cheryl McDermott

3:00 p.m. CALL TO ORDER Convene

Convene Vice Chair Deb Wilson called the meeting to order at 3:00 p.m.

Public Comment None.

Med Staff Report

Dr. Ted Taylor presented the Medical Staff Report and

announced newly elected officers (President Reg Williams, Vice

President Glenn Levine, Secretary/Treasurer Dr. Carl Utterback,

and Immediate Past President Dr. Ted Taylor). The Medical Staff

meeting will not be held in December due to the holiday.

Informational

only; no

action.

Med Staff

Privileges

Dr. Taylor presented medical staff recommendations pending

medical staff approval for Aloysius N. Fobi, MD (Emergency

Medicine): Ariane S. Neyou, MD (Cardiologist with Southern

Oregon Cardiology); both to Provisional Consulting effective Jan. 1,

2015. Also Katherine L. McClanahan, DO; and Arturo R. Miranda,

MD (both Internal Medicine/Hospitalists who have completed

their provisionals), to Active Staff effective Jan. 1, 2015. Also

Randall L. Steffens, DO, Temporary Privileges for Dec. 25, 2014

only. For Rush Surgery Center, Christopher Amsden, MD (Pain

Specialist), to Active Staff effective Jan. 1, 2015 and Douglas

Johnson, DO with Temporary Privileges effective Dec. 17, 2014.

Motion: Approve medical staff privileges as recommended

pending Med Staff approval; Move: Rebecca Moore; Second:

DeAnna Craig ; Vote: Unanimous.

Approved.

Minutes

The Board reviewed the minutes of regular meeting held

November 19, 2014. Motion: Approve minutes of Nov. 19, 2014

meeting as presented. Move: Deanna Craig; Second: Rebecca

Moore; Vote: Unanimous.

Approved.

Shore Pines Doug Sproul of Mosaic Management has been to Shore Pines for Informational

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Letter of Intent an on-site visit and inspection as part of his due diligence per the

Letter of Intent. He will be sending a list of any issues found for

review and negotiation. We have received a management

agreement, and a separate agreement for the potential sale of

Shore Pines, both of which are still in negotiation. Sproul would

like to take over Feb. 1, but we are legally obligated to issue a 30

day notice to tenants of a management change. We are still

moving forward, but a more realistic date for the management

change is March 1. Rebecca Moore, following extensive

conversations with the Shore Pines Administrator and further

research, stated her concerns about residents, staff and rate

changes possible with the institution of a management agreement

and potential sale have been alleviated. CEO Hellerstedt

concurred, relaying that the Administrator has a much better

comfort level. Discussion was held regarding memory care

conversion and expansion.

only; no

action.

CEO Search

Update

Three candidates for the permanent CEO position have been

interviewed during onsite visits.

No action;

informational

only.

Brookings Update

Wayne, Ken, Pam and Lora met on Dec. 8 with representatives

with the Office of Rural Health (ORH), Oregon Health Authority

(OHA) and the Oregon Association of Hospitals and Health Systems

(OAHHS) to discuss the issues in Brookings and need for an

emergency room in that community. The group was supportive.

Wayne also made a webinar presentation the same day to the

OHA and their Public Policy Committee, also resulting in feedback

indicating very positive support. On January 5, representatives

from the City of Brookings and their attorney, CHN, OHA, OAHHS

and ORH will meet in Portland. OHA has the ability to make

temporary changes for 180 days, during which time we hope CMC

would be a pilot project.

No action;

informational

only.

Build Update

CEO Wayne Hellerstedt updated the Board on the progress of the

hospital build. Erdman was on site the week of December 1 and

met with Administration, department managers, our equipment

consultant and representatives from the power company.

The Pilot interviewed both Wayne and Sam Goldstein of the

USDA, and the article in today’s paper today was positive about

the progress of the financial process.

The building height variance earlier approved by the Gold Beach

Planning Commission had no appeals filed and is now official.

If we do not receive USDA funding we can sell revenue bonds,

but would be a more expensive option and would require updating

of the feasibility study. It might delay us prox 6 months if USDA

does not come through. The recent estimated delay will not be

significant as far as the totality and scope of the project, and due

to expected falling interest rates may save CHN a considerable sum

over the length of the loan.

No action;

informational

only.

DNV The accreditation agency, DNV, has not yet returned for their

follow-up onsite review.

No action;

informational

only.

MRI Gary Anderson joined the meeting by telephone at 3:47 p.m. The

Board reviewed a financial analysis of adding a fixed, large bore Approved.

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MRI at Brookings. There isn’t enough volume, nor do we believe

we could draw enough volume to make purchasing a fixed MRI in

Gold Beach financially feasible at this time; adding one at Curry

Medical Center makes financial sense. 75% of the MRIs done at

CHN facilities are performed in Brookings at CMC, which already

has shelled-in space for a fixed MRI. Design plans have been

completed by GE, and financing for the build-out (prox $400k) and

MRI (prox $900k) would be through a capital lease from GE Capital

Finance (prox $1.3 Million total). Discussion was held regarding

increased cash flow projections, and the fact, per conversations

with Sam Goldstein of the USDA, that a capital lease is not

expected to adversely affect our ability to obtain financing for the

new hospital There is no cash outlay during the process to get the

program running. Hellerstedt commented that this would be a

benefit to the District taxpayers by adding to the Network’s

bottom line, with services in Gold Beach remaining undiminished.

The new Curry General Hospital plans include shelled in space for a

fixed MRI, and when volume justifies a purchase – perhaps in 3 to

5 years after construction completion, it will be a consideration at

that time. Ryan Ringer raised the subject of establishing a funded

depreciation account with a designated percentage of the

projected MRI revenue over current level of $400k. Motion:

Purchase MRI through GE Capital Finance with 30% of MRI annual

revenue above $400k to be placed into a board-designated capital

equipment fund. Move: Ryan Ringer; Second: DeAnna Craig: Vote:

Unanimous.

November 2014

Financials

November’s overall revenue was poor relative to the first four

months of the year, 16% below current year average although 31%

higher than the same period of the prior year. This is due to a

common drop in clinic and ancillary revenue because of the

holiday and provider vacations; and is exacerbated due to

implementation of a new upgraded CPSI module which should

result in the ability for more patients to be seen, better reports,

etc. December will be also be affected, but we are already seeing

improvement in the processes. The new module will also help with

our Meaningful Use reimbursements. Inpatient and ED census

remained strong, Occupational & Speech Therapy had a record

number of patients, and Drs. Amsden (Pain Specialist) and Harris

(Pediatrician) began seeing new patients. Cash flow was positive

due to the collection of taxes, and prox $450k in Meaningful Use is

expected late December or January. The Board reviewed the 2013-

2014 cost report. The annual audit will be completed by year-end,

and auditors will attend the January meeting.

Board would

like to be

updated on

the progress

of the new

CPSI module

implementati

on.

Board

requests a

copy of the

audit when

complete.

Final Public

Comment

Jill Wentzel inquired about the substance of the real estate

related agenda item for executive session.

Agenda Items for

Next Meeting

GB Educational Fund presentation on future scholarships,

Network branding (including ppt of face of each facility), Audit,

today’s same agenda items except MRI. The Board was reminded

that Bill Charney will return for an educational workshop on Jan.

20.

Board meeting

times

Ringer suggested changing the normal meeting time to begin at

5:30 p.m. Without an official vote, the board agreed.

Meetings will

now begin at

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5:30 p.m.

4:48 p.m.

EXECUTIVE SESSION under ORS 192.660(2)(a) and ORS

192.660(7) – employment, ORS 192.660(2)e – real property, and

ORS 192.660(2)(f) – information or records exempt from disclosure

was called at 4:48 p.m. .

6:20 p.m. ADJOURNMENT Adjourn

With no further business, the meeting was adjourned at 6:20 p.m.

.

____________________________ ________________

Gary Anderson, Chairman Date

Action: Approve minutes.

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III. STANDING REPORTS

A. MEDICAL STAFF REPORT

Medical Staff President Dr. Reg Williams will present the Medical Staff report.

Informational only; no action required.

B. MEDICAL STAFF PRIVILEGES

Dr. Williams will present medical staff recommendations for appointment of Shannon D.

Crawford, MD (Radiologist with Medford Radiological Group) and Nathan D. Funk, MD

(Cardiologist with Southern Oregon Cardiology) to provisional consulting status effective

Feb. 1, 2015; temporary privileges effective Jan. 5, 2015 to Stephen W. Shea, DO

(Orthopedic Surgeon, Locum Tenens); temporary privileges effective Jan. 14, 2015 to

Robert E. Okasinski, MD (Emergency Dept.); and temporary privileges effective Jan. 26,

2015 to Jon E. Elstrom, MD (Radiologist with Medford Radiological Group).

Action: Approve medical staff privileges as presented.

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IV. NEW BUSINESS

A. AUDIT

James Yee from Eide Bailly will be here to present the District’s 2014 audit report. They

have provided us with a clean opinion, meaning that the financial statements are

presented fairly in all material aspects in the financial position of the District as of June

30, 2014 and 2013. In addition, they encountered no significant difficulties dealing with

management and the performance and completion of the audit, and there were no

disagreements with management during the course of the audit.

As you all know, 2014 was a difficult year for the Network for a number of reasons, not

the least of which was the closure for a period of time of the operating room and our OB

service. In addition, whenever there is turnover of providers, there will be a decrease in

volume. Even with the difficulties throughout 2014, the District had a positive bottom

line of over $41,000.

Action: Approve the 2014 audited financial statements.

B. GOVERNING POLICIES MANUAL

Following is the final version of the Governing Policies Manual which was developed

during the recent educational session led by Bill Charney.

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Curry Health District Board of Directors

Governing Policies Manual

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Table of Contents

Introduction

Category I: Ends / Priority Results Policy

1.0

1.1

1.2

1.3

Category II: Board Process Policy

2.0 Governance Purpose/Commitment

2.1 Governing Philosophy and Values

2.2 Board Job Products

2.3 Board Work Plan and Agenda Preparation

2.4 Board Chair’s Role and Authority

2.5 Board Members’ Code of Conduct

2.6 Board Members’ Individual Responsibilities

2.7 Citizen Input to Governance

2.8 Conduct of Board Meetings

2.9 Board Committee Principles

2.10 Board Committee Structure

2.11 Budgeting for Board Prerogatives

Category III: Management Parameters Policy

3.0 General Management Constraint

3.1 Community/External Relations

3.2 Treatment of Patients

3.3 Treatment of Staff

3.4 Medical Staff Relations

3.5 Financial Condition and Activities

3.6 Financial Planning and Budgeting

3.7 Asset Protection

3.8 Compensation and Benefits

3.9 Operating Policies and Procedures

3.10 Emergency Management Succession

3.11 Communications and Support to the Board

Category IV: Board-Management Delegation Policy

4.0 Board/Management Connection

4.1 Unity of Control

4.2 Accountability of the CEO

4.3 Delegation to the CEO

4.4 Monitoring CEO Performance

4.5 Access to CFO and CCO in Internal Auditor Capacities

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Introduction

This Governing Policies Manual contains the current standing (ongoing) performance standards, values and expectations of the Board of Directors of the Curry Health District (the “District” or “Curry Health Network / CHN”)

1. Purpose: This Manual is designed to help the Board approach decisions from the perspective of its own, previously established standards, values and expectations by:

A. Elevating efficiency of having all ongoing Board policies in one place.

B. Quickly orienting new Board members to current policies.

C. Eliminating redundant or conflicting policies.

D. Having greater ease of reviewing current policy when considering new issues.

E. Providing clear, proactive policies to guide the CEO and staff, as well as Board officers, members and committees.

2. Consistency: The Board will ensure that each policy in this document is consistent with the law and the Bylaws, all of which have precedence over these Board policies. Except for time-limited or procedural-only Board decisions (approving minutes, electing officers, etc.), which are recorded in Board meeting minutes, all standing Board policies shall be included or referred to in this document. The CEO is responsible for developing operational and administrative policies and procedures that are consistent with the standards set forth in this Manual.

3. Transition: Unless a prior Board resolution or contract obligates the organization with regard to a specific matter, these updated standards supersede previous Board resolutions. If an actual or apparent conflict arises between this Manual and other policies or Board resolutions, the matter shall be brought to the Board’s attention for resolution.

4. Changes: The Board will regularly review these policies and, as appropriate, refine them. Proposed revisions may be submitted for Board consideration by any Board member, a Board appointed committee or task force, or by the CEO. Whenever changes are adopted, the updated document should be dated and promptly disseminated to the Board and CEO.

5. Specificity: Each new policy will be drafted to fit into the appropriate section of the Manual. For consistency, policies should be drafted starting with the broadest policy statement, then adding specificity down to the level of detail that the Board finds appropriate/necessary for Board action. The Board will afford discretion for implementation (allowing reasonable interpretation) when delegating further decisions to the Board Chair, Board Committees, Board members or the CEO.

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Policy 1.0 Ends/Priority Results Date of adoption / Last revision: January 28, 2015

1.0 Broadest End/Mission

Curry Health District exists for

Healthy Communities in which There is Efficient, Quality Health Care

(with results optimizing use of available resources)

Priority Results:

1.1 Highest Priority: People with illness or injury achieve optimum outcomes.

People have timely local access to quality healthcare.

Emergency and Acute Care needs of Residents and Visitors are met

a) Emergency health care needs are met regardless of ability to pay.

District and Service Area Residents have quality care for prevention and management of disease Effective care coordination/case management leads to improved health outcomes.

a) CHN is the “medical home” of an increasing % of District and service area residents.

There is decreased incidence, and increased early detection, of chronic disease (priorities include:

TBD).

Future Priorities: TBD

For medical needs not met, there will be seamless linkage to other providers with quality outcomes.

1.2 District and Service Area Residents have information and Resources for a Healthy Lifestyle. A. People have knowledge and skills to prevent illness and injury.

i. People are knowledgeable about medical issues (lifestyle, diet, disease prevention and risk avoidance).

B. People with chronic diseases have skills for management of their health.

1.3 Residents of Curry Health District and its service area have pride and confidence in Curry Health

Network’s provision of quality health care services. A. There is growth in the % of District and service area residents who use CHN services B. Patients value their customer service experience at CHN facilities

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Policy 2.0 Governance Purpose Date of adoption / Last revision: January 28, 2015

The purpose of the Board of Directors, on behalf of the residents and taxpayers of the Curry Health District, is to ensure that the District organization (“Curry Health Network”):

1. Achieves appropriate results for or on behalf of the residents and taxpayers (as specified in Board Ends

policies) at an optimal cost and

2. Avoids unacceptable actions and situations.

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Policy 2.1 Governing Philosophy and Values Date of adoption / Last revision: January 28, 2015

The Board will govern lawfully, using Policy Governance®1 principles, with an emphasis on: (a) integrity and

truthfulness in all of its activities and practices, (b) outward vision, (c) encouragement of diversity in viewpoints, (d) strategic leadership more than administrative detail, (e) clear distinction of Board and staff roles, (f) collective decisions, and (g) a focus on the future.

Accordingly:

1. The Board will cultivate a sense of group responsibility. The Board, not the staff, is responsible for Board performance. The Board will lead the District by proactively setting performance expectations for its own work and for that of the operating organization.

2. The Board will set performance standards and expectations for Curry Health Network (CHN) through the careful articulation of written policies. The Board’s primary focus will be on the achievement of intended long-term impacts for and on behalf of the District’s residents and taxpayers, not on the administrative/operational means of attaining those results.

3. The Board will establish and adhere to its own performance expectations pertaining to matters such as attendance, meeting preparation and participation, policy-making, respect of roles, speaking to management and the public with one voice, and continually building the Board’s governance capability and leadership reputation.

A. Continual Board development will include periodic discussion of its own performance, and thorough orientation of new Board members, upon their election in the Board’s governance process and these policies. Candidates, and potential candidates, for election to the District Board will also be presented opportunities to learn about the Board’s governance systems prior to their election.

B. Orientation for new Board members will include three primary components:

i. Governance process: The Board Chair will ensure provision of training including the governance principles underlying this document, and review of Curry Health District’s Bylaws and these policies, with particular emphasis on the Board Members’ Code of Conduct policy.

ii. Current strategic issues: The Board Chair and the CEO will provide overview and background information on significant issues being addressed and likely to be decided upon early in new Board member’s tenure.

iii. Operational overview: The CEO will help new Board members achieve a general understanding of CHN’s operating organization (financials, key personnel, key programs/services, FAQs, etc.).

4. Although the Board may change these governing policies at any time, it will diligently observe those currently in effect.

5. All on-going policies of the Board are contained in this document, and they remain in effect, unless amended or deleted by Board action.

6. The Board will be accountable to the District’s residents and taxpayers for competent, conscientious and effective fulfillment of its governance obligations. The Board will not allow any officer, individual or Board Committee to be an obstacle to this commitment.

7. The Board will regularly evaluate and strive to improve its performance. Self-assessment will compare Board activity and discipline to the standards set forth in these Board Process and Board-Management Delegation policies.

8. The Board will not allow the organization, in its hiring and other activities, to discriminate on the basis of race, gender, creed, color, age, national origin, religion, physical/mental disability, sexual orientation or other classification protected by law.

1 Policy Governance® is a registered service mark of Dr. John Carver, representing an integrated set of governance principles that provide for systematic role clarity

and organizational accountability. Authoritative website: www.policygovernance.com

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Policy 2.1 Governing Philosophy and Values, continued

9. The Board will uphold, with the staff organization, the following “Shared Values”:

A. Integrity: We will act in the best interest of our patients and community.

B. Compassion: We will be empathetic, respectful and kind in our relationships with our patients and each other.

C. Accountability: We will take personal ownership of our actions.

D. Stewardship: We will use our resources for the highest and best purposes of the community.

E. Teamwork: We will be united in our efforts to achieve our goal of quality patient care, seeking opportunities to assist each other and appreciating equally the contributions of all.

F. Excellence: We will distinguish ourselves by continuing to improve quality in all that we do.

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Policy 2.2 Board Job Products Date of adoption / Last revision: January 28, 2015

On behalf of the residents and taxpayers of the District, the Board’s job is to define and ensure appropriate organizational performance. To accomplish this, the Board takes direct responsibility for three specific job products unique to its trusteeship role and necessary for proper governance and management:

1. Linkage: As public representatives, the Board will connect the interests of those in the Curry Health Network service area with operational performance.

A. Needs Assessment: The Board will assess needs and trends affecting the Curry Health Network service area as they relate to CHN’s activities and scope of influence, and will develop and maintain Ends policies identifying and prioritizing intended organizational outcomes to address those needs.

B. Advocacy: The Board will ensure residents and taxpayers are informed of the District achievements on their behalf, and of its expected future results.

2. Performance Standards: The Board will maintain written performance standards, as set forth in these governing policies, addressing the broadest, and as appropriate, more defined levels all organizational decisions and situations.

A. Ends: Strategic results priorities describing intended organizational impacts, benefits, outcomes, recipients and their relative worth (what results, for which recipients, at what cost/worth/priority).

B. Management Parameters: Constraints on CEO authority defining the boundaries of prudence and ethics within which all management activity and decisions must take place.

C. Board Process: Specification of how the Board defines, carries out and assesses its own work.

D. Board/Management Delegation: How the Board delegates authority to management, and ensures its proper use; the CEO role, authority and accountability.

3. Assurance of Organizational Performance: The Board will ensure Ends fulfillment, financial solvency and organizational integrity by holding itself accountable for effective governance as defined in these policies, and holding the CEO accountable for successful achievement of Ends and adherence to Management Parameters.

In addition, the Board maintains direct responsibility for:

4. Determinations regarding Curry Health District’s positions on/endorsements of referenda, public policy and legislative issues as appropriate in serving the healthcare interests of the District’s residents and taxpayers.

5. Decisions outside the boundaries of authority delegated to the CEO (as proscribed in Management Parameters policies).

6. Ensuring that the Hospital has functional structure for the governance of the practice of members of the Medical Staff and others with clinical privileges in the CHN.

A. The Board shall be the final approving authority for any revisions to the Medical Staff Bylaws.

B. The Board shall, upon vetting and recommendations by the Medical Executive Committee, be the

final approving authority for credentials/clinical privileges at CHN.

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Policy 2.3 Board Work Plan and Agenda Preparation Date of adoption / Last revision: January 28, 2015

To fulfill its role, the Board will prepare and follow an annual work plan that: (1) re-explores Ends policies and (2) continually improves Board performance through Board education, and interactions with staff, outside experts, and other representatives of the public.

Accordingly:

1. Annual Cycle: The Board’s annual planning cycle will conclude each year at its March meeting, so that administrative planning and budgeting for the next fiscal year can be focused on addressing long and short-term Ends, capital priorities, etc.

2. Work Plan Development: The cycle will start in April, when the Board will begin development of its work plan for the next year. At that time, the Chair will prepare and present for the Board’s consideration and approval a suggested work plan for the following year’s meetings. Considerations should include:

A. Board Education: Identification of topics that will elevate the Board’s understanding, primarily of external issues and trends that impact Ends, and to a lesser extent key areas of operations.

B. Orientation/Training for New Board Members: per policy 2.1__, to include review of the District’s governance system and documents, overview of key strategic issues to be addressed early in new Board members’ tenure, and operational overview.

C. Community Linkage: How the Board will connect with the District’s residents and taxpayers (e.g., through surveys, focus groups, “town halls” and other methods of gaining relevant input).

D. Policy Review: How the Board will systematically review its governing policies, with emphasis on Ends over the course of the year, (e.g., by priority, by topic, or by an emphasis of the Board’s choosing).

E. Assessment/Evaluation of CEO Performance: Reviewing the schedule of planned monitoring activities to assure performance on Ends and Management Parameters policies.

F. Self-Assessment: Methods and timeline for periodic formal evaluation of the performance of the Board of Directors and of its individual members (i.e., in accordance with its Board Process and Board/Management Delegation policies) and open discussion of how the Board’s performance can be improved.

i. Formal evaluation will be summarized and discussed, with the intent to continue areas of strength and to change or improve areas of weakness. These will be documented in the minutes of a Board meeting.

G. Meeting Schedule and Locations: Establishment of the meeting schedule for the coming year to maximize Board member attendance and participation. With exception of at least two regular meetings to be held in Port Orford for the convenience of northern District residents, Curry General Hospital shall, unless otherwise determined by the Board, be the usual location of regular meetings. Alternate locations shall be within the geographic boundaries of the District, except for training sessions held without any deliberative action.

3. Meeting Notices: Meeting notices shall be posted in accordance with the Bylaws and Oregon Revised Statutes (ORS).

4. Meeting Agendas: The Chair, working with the CEO, will determine the agenda for any particular meeting, although Board members may request or recommend any appropriate matters for Board consideration.

A. A Board member may recommend or request a matter for Board discussion by submitting the item to the Chair at least nine (9) days prior to the regularly scheduled Board meeting.

B. To ensure Board member preparation and informed participation, meeting agendas and packets (background materials for decision items on the agenda, monitoring reports, etc.) are to be received by Board members at least five (5) days prior to the scheduled Board meeting.

C. By an affirmative vote of a majority of those present, additional matters may be added to the agenda of any regular Board meeting.

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Policy 2.3 Board Work Plan and Agenda Preparation, continued

5. Consent Agenda: “Required Approvals” will appear on a Consent Agenda, in which one motion can address those items delegated to the CEO yet required by law or third party to be Board-approved.

A. To use Board meeting time as efficiently as possible, the CEO is expected to provide substantiation that all Consent Agenda items comply with relevant Board policies.

B. Items may be removed from Consent Agenda for discussion upon request of any two Board members.

6. CEO Monitoring: The Board will act on the CEO’s monitoring reports received prior to the meeting, determining by majority vote whether the report:

A. Conveys a reasonable interpretation of the respective policy.

B. Provides reasonable substantiation of compliance with the policy, as interpreted.

7. CEO Annual Compensation Review: Each year at the April meeting, the Board will summarize and review its judgments of monitoring activities (monitoring reports, audits, etc.) received during the last year and will determine any adjustments to CEO’s compensation and benefits, to be effective July 1

st.

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Policy 2.4 Board Chair’s Role and Authority Date of adoption / Last revision: January 28, 2015

Serving as Curry Health District’s chief governance officer, the Chair’s role is, first and foremost, to ensure the integrity of the Board’s process, and secondarily to represent the Board to outside parties.

Accordingly:

1. The Chair’s job is to ensure that the Board acts in a manner consistent with its policies and any requirements legitimately imposed upon it from outside the organization.

A. The Chair will conduct meetings in accordance with the “Conduct of Board Meetings and Executive Sessions” Policy.

B. Agenda content will include only those issues that clearly (according to Board policy) belong to the Board to decide, consider, or to monitor, or to otherwise inform/educate the Board so it can best fulfill its responsibilities.

C. Meetings shall be conducted in such a manner as to ensure deliberations are fair, open, thorough, timely, orderly, and kept to the point.

2. The Chair will lead and participate in the Board’s assessment of its own performance.

A. Criteria for assessment will be the Board’s adherence to its Board Process and Board-Management Delegation policies.

B. The Board will ensure that there is at least a brief assessment of each meeting prior to adjournment, identifying factors that enhanced its productivity, as well as those that would have made the meeting more successful.

3. The Chair is authorized to make decisions consistent with the Board Process and Board-Management Delegation policies, with the exception of (a) employment/termination of the CEO, or (b) decisions pertaining to matters about which the Board has specifically delegated portions of its authority to others. The Chair may use any reasonable interpretation of these policies.

A. The Chair is empowered to preside at Board meetings with the commonly accepted power of that position, such as ruling and recognizing.

B. The Chair has no authority to make decisions within the Board’s Ends and Management Parameters policy areas. Therefore, as the CEO is accountable to the Board as a whole, the Chair is not authorized to supervise or direct the CEO.

C. The Chair may represent the Board to outside parties in announcing Board-stated positions and in stating decisions and interpretations within the area delegated to the Chair.

i. The Chair may delegate this authority but remains accountable for its use.

D. Except where specified otherwise in Bylaws or Board Policies, the Chair may appoint Board members, or others, as appropriate, to serve on Board Committees.

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Policy 2.5 Board Members’ Code of Conduct Date of adoption / Last revision: January 28, 2015

The Board expects of itself and its members ethical, professional and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.

Accordingly:

1. Duty of Care: Board members are to discharge their duties honestly and in good faith. Board members shall

exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances.

2. Duty of Obedience: Board members must adhere to Oregon statutes pertaining to the conduct of public

officials (ORS 440.220) and to the Curry Health District’s Bylaws and these Governing Policies. While vigorous

debate is expected and encouraged, Board members are obliged to support the legitimacy and authority of

the final determination of the Board on any matter, irrespective of the member’s personal position on the issue.

3. Duty of Loyalty: Board members must demonstrate loyalty to the interests of the District’s residents and

taxpayers, superseding any conflicting loyalties such as that to segments of that population, family members,

advocacy or interest groups, employees or groups of employees, other organizations or any personal interests as a consumer of CHN’s services.

4. Board members must avoid any conflict of interest with respect to their fiduciary responsibility.

A. There must be no self-dealing or any conduct of private business or personal services between any Board member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to inside information.

B. When the Board is to decide an issue about which a member has an actual or potential conflict of interest, that member shall disclose the conflict to the Board and absent herself or himself without comment from not only the vote, but also from the deliberation.

i. A conflicting interest exists when a Board member or a related party has a beneficial financial interest in the transaction of sufficient significance that it would reasonably be expected to exert an influence on that Board member’s judgment if he or she were called upon to vote on the matter. Related parties include the Board member’s spouse, parents, significant other, children, siblings, siblings of the parent or spouse, and all other persons or entities in which the Director has an interest, partner, agent, or employee, or exerts control or influence, either directly or indirectly.

ii. In case of a dispute regarding the existence of a real or perceived conflict of interest, the Board shall vote as to whether a conflict is present, and the vote of the Board shall be final. The individual with the potential conflict of interest shall not vote.

iii. Board members will annually complete and submit to the Compliance Officer a written statement affirming they have received, reviewed and understand this Conflict of Interest policy, and disclosing their involvements and interests that could give rise to a conflict of interest including, but not limited to their involvement or those of family members, as directors or officers of other organizations, or with vendors or other affiliations with other entities that might reasonably be perceived as a conflict. Board members will promptly update their disclosures if, during the year, a material change in circumstances should occur.

iv. Board members must not exert undue influence to obtain staff employment for family members or other individuals. Should a Board member apply for staff employment, he or she must first resign from the Board.

5. Board members must not attempt to exercise individual authority over the organization.

A. Board members’ interactions with the CEO or with staff must recognize the lack of authority vested in individuals except when explicitly stipulated by the Board.

B. Board members’ interaction with the media, public or other entities must recognize that Board members are not to speak for the CEO or for the Board, except to repeat explicitly stated Board decisions.

C. Board members will not publicly express individual judgments of the performance of the CEO or of other employees, other than when participating in the Board’s monitoring functions.

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Policy 2.5 Board Members’ Code of Conduct, continued

6. Board members will treat one another and staff members with respect, civility and transparency.

7. Board members must respect the confidentiality appropriate to issues of a sensitive nature. These include, in addition to issues discussed in Executive Session, all information and discussions occurring during meetings of the Medical Staff, hospital and Board when dealing with issues of peer review (peer review, credentialing and corrective action) and patient safety activities.

8. Personal political opinions should not be communicated, orally or in writing, as those of the hospital. In addition, it is illegal for any individual, acting as a representative of the Curry Health Network, to make a gift in cash or in kind to any public office holder or person running for office.

9. A Board member aware of credible information that suggests that a Board policy has been violated, by the Board, a Board member or the CEO, has an affirmative obligation to bring the concern to the Board Chair. If the Chair is the subject of the concern, it should be brought to the Vice-Chair.

10. If a Board member is alleged to have violated this Code of Conduct:

A. The Chair (or Vice-Chair, if the Chair is the subject of the concern) will have an informal discussion with the individual whose action(s) are questioned. If this is not successful in resolving the concern, then:

B. The Chair will put the issue on the agenda for Executive Session. The respondent Board member will be allowed to present his or her views prior to the Board determining whether or not the action violated this Code of Conduct.

C. A Board Member found by the Board (by majority vote) to have violated this Code of Conduct may be subject to subsequent censure or other Board action, as long as consistent with the Bylaws.

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Policy 2.6 Board Members’ Individual Responsibilities Date of adoption / Last revision: January 28, 2015

Board member engagement and participation is integral to the Board’s leadership success.

Therefore, each Board member is expected to fulfill the following responsibilities:

1. Commitment: Board members are expected to, upon election to the Board and annually, sign a Letter of Commitment indicating that they have reviewed and commit to abide by pertinent Oregon Statutes, CHN’s Bylaws and these Governing Policies, as may be amended from time to time.

2. Attendance: The term of a director may expire when the director is absent from four or more consecutive meetings of the Board and the Board declares the position vacant.

3. Preparation and Participation: Board members are expected to review agenda materials in advance of Board and committee meetings and to participate productively in discussions.

4. Responsiveness: Board members will be attentive to Board communications and respond promptly to CEO and Board member requests for feedback.

5. Members as Individuals: The CEO is accountable to the Board as a whole and not to individual Board members. Therefore, the relationship between the CEO and individual members of the Board, including the Chair, is collegial and not hierarchical.

6. Members in Good Standing: As Board members are recognized as public representatives in their leadership role at Curry Health District, they are expected to remain in good standing within the community. If such good standing is jeopardized, Board members are expected to put the District’s interests ahead of their personal position as Board members, such as by taking a leave of absence (pending resolution of the issue) or resigning from the Board.

7. Participation in District Activities:

A. In addition to Board meetings, Board members are expected to:

i. Attend at least one governance/trustee conference/educational event annually (paid for by CHN).

ii. Board planning retreats/workshops, as may be scheduled.

B. Board members are also encouraged to attend:

i. Employee Christmas Party

ii. Other staff events as invited by the CEO.

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Policy 2.7 Citizen Input to Governance Date of adoption / Last revision: January 28, 2015

The Board represents all District residents and taxpayers in the governance of CHN.

1. Mechanisms will be designed to take into consideration the values and needs of a broad spectrum of District residents, not just those who attend and comment at Board meetings, District events and/or through social media.

2. The Curry Health District Board values the comments, ideas, and concerns of the citizens of Curry Health

District. To allow time to hear all comments and to conduct the extensive business of the District at monthly

meetings, each person offering comments in the Public Comments section of the meeting agenda must follow

these practices:

A. A sign-in sheet shall be made available, at the discretion of the Board Chair, prior to the Board meeting.

Only those who have signed up to address the Board will be invited to speak during the Public Comment

section of the meeting.

B. Limit questions and comments to 3 minutes.

C. If the issues are complex and would require more than 3 minutes, summarize comments in written form to

be handed to the Board for later review and response.

D. All comments must be made in an orderly, respectful manner.

E. The presiding officer has the option at any time to limit or end comments for any reason.

3. Citizen commentary in their role as “owners” of the Curry Health District will be given specific and serious consideration by the Board, particularly in the formulation of the District’s “Ends” policies.

A. Seeking and valuing citizen input will be ongoing, not a sporadic or infrequent process.

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Policy 2.8 Conduct of Board Meetings and Executive Sessions Date of adoption / Last revision: January 28, 2015

The Board will conduct its business in a professional and organized manner, exercising civility, decorum and

leadership to serve the residents and taxpayers of the District. Accordingly:

1. Presiding Officer – The Chair shall preside at Board meetings. In the Chair’s absence, the Vice-Chair shall preside, and if both the Chair and Vice-Chair are absent, the Secretary shall preside.

2. Authority to Conduct Meeting -The presiding officer at any Board meeting shall have full authority to conduct the meeting. Meetings shall be conducted in such a manner as to provide a full and fair opportunity for discussion of the issues in an efficient and timely manner. Any decision of presiding officer pertaining to the conduct of a meeting may be overridden by a majority vote of the Board.

A. Control of Meetings - The presiding officer may impose reasonable restrictions necessary for the orderly, safe and efficient conduct of a meeting. Unless the Board decides otherwise, the presiding officer may: regulate the use of electronic equipment (e.g. cameras, tape recorders or microphones); disallow public input; limit public input to relevant points; and may establish time limits for such input. Persons who fail to comply with such reasonable regulations, or who otherwise disturb the meeting may be reminded of meeting conduct, and upon failure to do so, asked to leave.

B. Public Participation - The Curry Health District Board values the comments, ideas, and concerns of the citizens of Curry Health District. Such participation shall be coordinated per the “Citizen Input to Governance” policy.

3. Recording of Votes - Votes shall be recorded (ORS 192.650(1)(c). Secret ballots are prohibited (ORS 192.650(1)(c) Appendix C). Any member may request that his or her vote be changed, if such request is made prior to consideration of the next order of business.

4. Vote Explanations – Members of the Board may append to the record, at the time of voting, a statement indicating either the reason for their vote or abstention.

5. Quorum Requisite and Adjournment– Three (3) members shall constitute a quorum. If only a quorum is

present, a unanimous vote shall be required to take final action(BC ADD TO BYLAWS). The meeting shall be adjourned by a majority vote, or as a result of the loss of a quorum.

6. Executive Sessions - Executive sessions shall be held for purposes as set forth in ORS 192.660(1)(2)*.

A. Notice - Notice for meetings called only to hold executive sessions shall be given in the same manner as

notice for regular, special and emergency meetings, except that the notice need only indicate the general

subject matter to be considered at the executive session, but it shall state the specific legal provision authorizing the executive session (ORS 192.640(2).

B. No Final Decisions – The Board shall not take any votes during any executive session, nor make any final

decisions during any executive session. This policy, however, shall not prohibit full discussion of Board members' views during executive sessions (ORS 192.660(6)).

C. Conduct of Executive Session – The Chairman or other presiding officer shall announce the statutory

authority for the executive session before going into closed session. Only Board members and others

specifically invited by the Board shall attend Executive Sessions. Once the executive session has been

convened, the Chairman shall direct any representatives of the news media, who are present, not to report

certain specified information from the executive session. In general, the extent of the non-disclosure

requirement should be no broader than the public interest requires, and the news media will ordinarily be

allowed to report the general topic of discussion in the executive session. Board members, staff and other

persons present shall not discuss or disclose executive session proceedings outside of the executive

session without prior authorization of the Board as a whole. (ORS 192.660(4)).

7. Minutes of Meetings - The Board shall keep written minutes of all of its meetings in accordance with the

requirements of ORS 192.650.

A. Minutes of public meetings shall include at least the following information:

i. All members of the Board present.

ii. All motions proposals, resolutions, orders, ordinances and measures proposed and their disposition.

iii. Results of all votes, including the vote of each member by name.

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Policy 2.8 Conduct of Board Meetings and Executive Sessions, continued

iv. The substance of any discussion on any matter.

v. Subject to ORS 192.410 – 192.505 relating to public records, a reference to any document discussed

at the meeting.

B. Minutes of Executive Sessions – Minutes of executive sessions shall be kept separately from minutes of

public meetings. Minutes of executive sessions may be kept either in writing, in the same manner as

minutes of public sessions, or by tape recording. If minutes of an executive session are kept by tape

recording, written minutes are not required, unless otherwise provided by law. ORS 192.650(2).

C. Disclosure of Executive Session Matters – If disclosure of material in the executive session minutes would be

inconsistent with the purpose for which the executive session was held, the material may be not withheld

from disclosure. No executive session minutes may be disclosed without prior authorization from the

Board. ORS 192.650(2)

D. Retention – Any tape or recordings or written minutes of public Board meetings or executive sessions shall

be retained by the District until such time as their disposal is authorized by the State Archivist, pursuant to

ORS 192.105.

E. Availability to Public – Written minutes of public sessions shall be made available to the public within a

reasonable time after the meetings. ORS 192.650(1).

8. Permissible Grounds for Going into Executive Session:

(a) To consider the employment of an officer, employee, staff member or agent if: (i) the job has been publicly advertised, (ii) regularized procedures for hiring have been adopted, and (iii) in relation to employment of a public officer, there has been an opportunity for public comment. For hiring a chief executive officer, the standards, criteria and policy to be used must be adopted in an open meeting in which the public had an opportunity to comment. This reason for executive session may not be used to fill vacancies in an elective office or on any public committee, commission or other advisory group, or to consider general employment policies. ORS 192.660(2)(a) and 192.660(7).

(b) To consider dismissal or discipline of, or to hear charges or complaints against an officer, employee, staff member or agent, if the individual does not request an open meeting. ORS 192.660(2)(b).

(c) To consider matters pertaining to the function of the medical staff of a public hospital licensed pursuant to ORS 441.015 to 441.063, 441.085, 441.087 and 441.990(3). ORS 192.660(2)(c).

(d) To conduct deliberations with persons you have designated to carry on labor negotiations. ORS 192.660(2)(d).

(e) To conduct deliberations with persons you have designated to negotiate real property transactions. ORS 192.660(2)(e).

(f) To consider information or records that are exempt from disclosure by law, including written advice from your attorney. ORS 192.660(2)(f).

(g) To consider preliminary negotiations regarding trade or commerce in which you are in competition with other states or nations. ORS 192.660(2)(g).

(h) To consult with your attorney regarding your legal rights and duties in regard to current litigation or litigation that is more likely than not to be filed. ORS 192.660(2)(h).

(i) To review and evaluate the performance of an officer, employee or staff member if the person does not request an open meeting. This reason for execution session may not be used to do a general evaluation of an agency goal, objective or operation or any directive to personnel concerning those subjects. ORS 192.660(2)(i) and 192.660(8).

(j) To carry on negotiations under ORS chapter 293 with private persons or businesses regarding proposed acquisition, exchange or liquidation of public investments. ORS 192.660(2)(j).

(k) For a health professional regulatory board to consider information obtained as part of an investigation of licensee or applicant conduct. ORS 192.660(2)(k).

(l) For the State Landscape Architect Board or its advisory committee to consider information obtained as part of an investigation of registrant or applicant conduct. ORS 192.660(2)(L).

(m) To discuss information about review or approval of programs relating to the security of any of the following: (A) a nuclear-powered thermal power plant or nuclear installation; (B) transportation of radioactive material derived from or destined for a nuclear-fueled thermal power plant or nuclear installation; (C) generation, storage or conveyance of (i) electricity, (ii) gas in liquefied or gaseous form, (iii) hazardous substances as defined in ORS 453.005(7)(a), and (d), (iv) petroleum products, (v) sewage, or (vi) water; (D) telecommunications systems, including cellular, wireless or radio systems; or (E) data transmissions by whatever means provided. ORS 192.660(2)(m).

(n) To conduct labor negotiations, if requested by negotiators for both sides. ORS 192.660(3).

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Policy 2.9 Board Committee Principles Date of adoption / Last revision: January 28, 2015

Board committees may be established to help the Board be more effective and/or efficient in its work. Board committees are not to interfere with the Board’s delegation of authority to the CEO, or the CEO’s to other staff.

Accordingly:

1. Board committees are to help the Board do its job, not to help, advise or exercise authority over staff.

2. Board committees will ordinarily undertake activities not delegated to the CEO, such as by preparing policy alternatives and implications for Board consideration, or performing specific monitoring functions.

3. Board committees may only speak or act for the Board when formally given such authority for specific and/or time-limited purposes. The Board will carefully state expectations for and authority of each committee (in the Board Committee Structure policy) in order not to conflict with authority delegated to the CEO.

4. As the CEO works for the full Board, he or she will not be required to seek approval of a Board committee before an executive action.

5. The composition of each committee and the number and purpose of committees is to be evaluated annually to assure continuity and relevance.

6. This policy applies to any group formed by Board action, whether or not it is called a committee and regardless of whether it includes Board members. This policy does not apply to committees formed under the authority of the CEO.

7. Unless specifically authorized by the Board, a Board Committee may not make any commitment of District resources or funds.

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Policy 2.10 Board Committee Structure Date of adoption / Last revision: January 28, 2015

Board committees are those established by and with authority emanating from the Board, regardless of whether their composition includes non-Board members. The only Board committees are those set forth below. Unless otherwise specified, the CEO, or his/her staff designee, will serve as a resource (non-voting member) for each Board committee.

1. CEO Compensation Committee

A. Deliverable #1: Recommendations for Board consideration regarding adjustments to the CEO’s compensation and benefits package. To be presented to the Board in a timely manner to allow final action to be taken by the April meeting each year.

Deliverable #2: Accompanying the recommendations, provide data as to comparable compensation for similarly qualified persons in comparable positions.

Deliverable #3: Contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding CEO compensation.

Deliverable #4: Prepare for Board’s consideration, and in consultation with the CEO and with input from the Board, annual incentive plan goals and metrics for the bonus component of CEO compensation; annually review and report to the Board the CEO’s performance results vis-a-vis previously established goals.

Deliverable #6: Review and recommendations of terms for employment contracts, as the Board may determine should be extended, to the CEO and, if recommended by CEO and approved by the Board, to other Key Employees. (All such employment contracts subject to attorney review prior to execution.)

B. Authority: To incur costs as budgeted (per Policy 2.11) and management time as needed.

C. Composition: List committee composition here: Two Board members appointed by the Board each year in January.

2. Audit/Financial Oversight Committee

A. Deliverable #1: Confirmation of auditor’s independence and recommendation to Board for engagement of auditor by no later than end of February each year.

Deliverable #2: Annual specification of audit scope, consistent with Board monitoring schedule (see policy 4.4), including approval of any permitted non-audit services to be provided by the independent auditor.

Deliverable #3: Assurance that the auditor has unfettered access to organizational management and records.

Deliverable #4: Review with the independent auditor any problems encountered performing the audit, the audited financial statements, and any management letter provided by the auditor.

Deliverable #5: Recommendations for Board consideration regarding revisions to the Board’s fiscal policies.

Deliverable #6: “Direct Inspection” (internal audit) monitoring of compliance with the Board’s fiscal policies (Financial Condition, Asset Protection, Budget, Compensation and Benefits), as directed/scheduled by the Board per policy 4.4 Monitoring CEO Performance.

B. Authority: To direct work of outside auditors, to use management time as needed for administrative support, and to incur costs as negotiated and approved by the Board for the audit.

C. Composition: Chaired by the Treasurer, plus three additional members, at least one of whom is to be a Board member, appointed by the Board each year in February.

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Policy 2.11 Budgeting for Board Prerogatives Date of adoption / Last revision: January 28, 2015

The Board will consciously invest in its ability to govern effectively.

Accordingly:

1. The Board will allocate resources to ensure that it has sufficient skills, methods and supports to assure

excellence in its governance/leadership.

A. Training will be used appropriately to orient new Board members and to increase existing Board members’ skills and knowledge.

B. Outside monitoring, including fiscal audit, will be arranged to help the Board have confidence that organizational performance meets expectations, as stated in these policies. This includes, but is not limited to, audits, reviews or opinions on fiscal, legal or governance matters.

C. Outreach mechanisms will be used as needed to ensure the Board understands citizens’ viewpoints and values.

2. Costs will be prudently incurred, but sufficient to ensure the development and provision of superior governance. Annual Board prerogatives to be considered in budget planning include costs for:

A. Board meeting and retreat costs (including Board travel).

B. Board member travel/reimbursements (attendance at conferences, workshops, etc.).

C. Board training (governance consulting, publications, etc.)

D. Fiscal audit and other third party monitoring of organizational performance.

E. Opinion surveys, focus groups and other membership linkage activities.

F. Board committee functions (other than Audit, as itemized in D above).

3. The Board will establish its budget for these prerogatives in the next fiscal year each year during the April meeting.

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Policy 3.0 General Management Constraint Date of adoption / Last revision: January 28, 2015

The CEO will not cause or allow any practice, activity, decision or organizational circumstance that is unlawful, imprudent, inconsistent with DNV accreditation standards, or in violation of commonly accepted standards of ethics and practices for professional healthcare management.

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Policy 3.1 Community/External Relations Date of adoption / Last revision: January 28, 2015

With respect to the District’s interactions with community constituents, the CEO shall not cause or allow policies,

procedures or decisions that represent the District in an unprofessional fashion.

Further:

1. The CEO shall not neglect to work closely with community agencies and organizations to promote

good public relations on behalf of the District.

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Policy 3.2 Treatment of Patients/Consumers Date of adoption / Last revision: January 28, 2015

With respect to interactions with patients and consumers, the CEO will not cause or allow conditions or procedures which are unfair, unsafe, untimely, unresponsive, undignified, lacking respect for their background, culture, religion and heritage, or which fail to provide appropriate confidentiality.

Further, the CEO will not:

1. Deny treatment and medical services, within CHN’s capacity, to patients on a basis of ability to pay, religion, race, gender or age.

2. Operate without ensuring appropriate privacy for patients and patient information.

3. Operate without clearly conveying to patients/consumers what may be expected from the services offered.

4. Operate without having in place a process for patients/consumers to convey comments/complaints to management, and that ensures that such concerns are constructively responded to and addressed.

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Policy 3.3 Treatment of Staff Date of adoption / Last revision: January 28, 2015

With respect to the treatment of volunteers and employees, the CEO will not cause or allow conditions that are unfair, unsafe or undignified.

Pertaining to employees, the CEO will not:

1. Operate without ensuring employees are provided with written personnel policies, reviewed by qualified legal counsel, which clarify personnel rules for employees and provide for effective handling of complaints/grievances.

A. Allow employees to be unaware of the Board’s governing policies including, but not limited to, this Treatment of Staff policy, along with the CEO’s interpretations of staff’s protections under this policy.

2. Allow staff to be unprepared to deal with reasonably foreseeable emergency situations.

3. Retaliate or allow retaliation against an employee for non-disruptive, internal expression of dissent, or for reporting to management or to the Board of Directors (per the process for handling of grievances in the personnel policies) acts or omissions by CHN personnel, management or the Board of Directors that the employee believes, in good faith and based on credible information, constitutes a violation of state or federal law or a governing policy of the Board.

A. Employees may not be prevented from grieving to the Board when (a) internal grievance procedures outlined in the personnel policies have been exhausted and (b) the employee alleges that Board policy has been violated.

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Policy 3.4 Medical Staff Relations Date of adoption / Last revision: January 28, 2015

The CEO will not allow the processes used by the Medical Staff to be inconsistent with its Bylaws, Rules and Regulations.

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Policy 3.5 Financial Condition and Activities Date of adoption / Last revision: January 28, 2015

With respect to financial condition and activities, the CEO will not cause or allow the development of fiscal jeopardy, or a material deviation of actual expenditures from the Board’s Ends priorities.


1. Conduct financial matters without adherence to applicable Generally Accepted Accounting Principles (GAAP).

2. Expend more funds than have been received in the fiscal year to date, unless the liquidity and reserve requirements below are met.

A. The CEO will not allow cash and cash equivalents to drop below that amount necessary to meet operating expenditures over a thirty (30) day period.

B. The CEO will not allow the current ratio to fall below 2:1.

C. Borrow funds, with exception of:

i. Credit cards used for normal business purposes and paid in full each month.

ii. The Board-approved Line of Credit, which may be accessed for budgeted capital items.

3. Use designated reserve funds for purposes other than as designated.

4. Operate without processes that ensure proper and timely documentation, coding and billing of claims.

5. Operate without settling payroll obligations and payables in a timely manner.

6. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed.

7. Execute a purchase commitment, check or electronic funds transfer for operations of greater $50,000.00, or for capital expenditures in excess of the approved capital budget, unless such purchase was explicitly itemized in budget monitoring data previously disclosed to the Board. Splitting orders to avoid this limit is not acceptable.

8. Operate without aggressively pursuing material receivables after a reasonable grace period (exceptions as consistent with charity care guidelines).

9. Acquire, encumber, lease or dispose of real property.

10. Operate without adequate internal controls over receipts and disbursements to avoid unauthorized payments or material dissipation of assets.

A. Operate without clearly delineated procedures and limitations for reimbursement of authorized expenses incurred by board members and committee members, and others who are entitled to reimbursement.

B. CEO credit card statements and/or expense reimbursements may be reviewed and authorized for payment by the Board Chair OR the Treasurer.

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Policy 3.6 Asset Protection Date of adoption / Last revision: January 28, 2015

The CEO will not cause or allow CHN’S assets to be unprotected, inadequately maintained or unnecessarily risked.


1. Allow CHN to be without sufficient insurance coverage, including:

A. Property and casualty losses to at least replacement value.

B. Liability losses to Board members, staff and the organization itself in an amount equal to or greater than the average for comparable organizations.

C. Employee theft and dishonesty.

D. Cyber-liability.

2. Subject CHN’s facilities and equipment to improper wear and tear or insufficient maintenance.

3. Operate without employing risk management practices to minimize exposure of the organization, the Board, staff or their agents to claims of liability.

4. Allow any purchase without reasonable protection against conflicts of interest.

5. Pertaining to purchases not procured through a Group Purchasing Organization:

A. Contract for goods and services with a value anticipated to be greater than $50,000.00 and less than $150,000 without competitive bids, quotes or proposals, which shall be documented.

B. Contract for goods and services with a value anticipated to be greater than $150,000 without competitive bids or proposals, with exception of sole source procurement.

6. Allow CHN’S intellectual property, information, resources and files to be exposed to loss, improper access, misuse or damage.

7. Operate without adhering to a Records Retention Schedule, approved by qualified legal counsel, for the maintenance of documents and records.

8. Operate without internal controls over receipts and disbursements, and to prevent dissipation of assets, sufficient to meet the Board-appointed auditor’s standards (as set forth in the auditor’s Management Letter and/or other correspondence).

9. Compromise the independence and transparency of the Board’s relationships with auditors or other providers of governance support. Such entities may not be engaged by the CEO unless explicitly Board authorized.

10. Invest or hold operating capital in insecure instruments or in non-interest-bearing accounts except where necessary to facilitate ease in operational transactions.

11. Invest surplus funds in a manner not consistent with ORS 294.035, with primary investment objectives, in order of priority, being: 1) safety; 2) Liquidity, and; 3) return on investment.

12. Endanger CHN’s public image or credibility.

13. Change the organization’s name or substantially alter its identity.

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Policy 3.7 Financial Planning and Budgeting Date of adoption / Last revision: January 28, 2015

Financial planning for any fiscal year or the remaining part of any fiscal year will not deviate materially from the Board’s Ends priorities, risk financial jeopardy or fail to address multi-year planning needs and considerations.

Accordingly, the CEO will not allow budgeting that:

1. Risks incurring those liquidity situations or conditions described as unacceptable in the Financial Conditions and Activities policy.

2. Omits credible projection of revenues and expenses, separation of capital and operational items, cash flow projections, and disclosure of planning assumptions.

3. Plans the expenditure, on an accrual basis, in any fiscal year of more funds than are conservatively projected to be received.

4. (Effective as of FY 2018) Fails to allocate at least 0.5% of net cash revenues to a Capital Maintenance Reserve fund.

5. Omits allocation for Board activities per the Budgeting for Board Functions policy (see policy in Board Process).

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Policy 3.8 Compensation and Benefits Date of adoption / Last revision: January 28, 2015

With respect to employment, compensation and benefits for employees, consultants, contractors or volunteers, the CEO will not cause or allow jeopardy to CHN’s fiscal integrity or public image.

The CEO will not:

1. Establish salaries and benefits that deviate materially from the geographic and/or professional market value for the skills employed.

A. Total compensation, including benefits, should be targeted at or near the mean of the market, but with flexibility so that compensation is based on experience, performance, and business need to attract and retain specific talent.

2. Change his or her own compensation.

3. Change his or her own benefits, except as consistent with the package for all other employees.

4. Promise or imply anything other than "at-will" employment (except for provider contracts).

5. Create obligations to consultants or contract vendors for longer than five years.

6. Establish or change retirement benefits so as to cause situations unpredictable for the organization or inequitable for employees.

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Policy 3.9 Operating Policies and Procedures Date of adoption / Last revision: January 28, 2015

The CEO will not operate without establishing and maintaining written operating policies and supporting procedures to ensure CHN meets all applicable regulatory requirements and to sustain prudent business practices.

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Policy 3.10 Emergency Management Succession Date of adoption / Last revision: January 28, 2015

The CEO will not operate without management succession planning processes to facilitate smooth and competent operation of the organization during key personnel transitions.


1. Have fewer than two (2) other members of the management team sufficiently familiar with Board and CEO issues and processes to enable either to take over with reasonable proficiency as an interim successor.

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Policy 3.11 Board Awareness and Support Date of adoption / Last revision: January 28, 2015

The CEO will not cause or allow the Board to be uninformed or unsupported in its work.

The CEO will not:

1. Withhold, impede or confound information necessary for the Board’s informed accomplishment of its job. The CEO will not:

A. Neglect to submit monitoring reports (including the CEO’s policy interpretations, as well as compliance data) required by the Board (see Monitoring CEO Performance policy in Board-Management Delegation) in a timely, accurate and understandable fashion.

B. Let the Board be unaware of any actual or anticipated noncompliance with any Ends or Management Parameters policy, regardless of the monitoring schedule set forth by the Board.

C. Let the Board be without objective background/decision information it periodically requests, or unaware of relevant trends or incidental information (e.g., anticipated adverse media coverage, threatened or pending lawsuits, or material external and internal/organizational changes). Notification of planned internal changes is to be provided in advance, when feasible.

D. Let the Board be unaware of any Board or Board member actions that, in the CEO’s opinion, are not consistent with the Board’s own policies on Board Process and Board-Management Delegation, particularly in the case of Board or Board member behavior that is detrimental to the work relationship between the Board and the CEO.

E. Present information in unnecessarily complex or lengthy form or without differentiating among three types of written communications: 1) monitoring, 2) decision preparation or "action item"; and 3) incidental/FYI.

2. Allow the Board to be without logistical and administrative support for official Board, officer or committee communications and functions.

A. Minutes/recordings of Board meetings and Executive Sessions shall be consistent with requirements of ORS 192.650.

3. Deal with the Board in a way that favors or privileges certain Board members over others except when:

A. Fulfilling individual requests for information, or

B. Responding to officers or committees duly charged by the Board.

4. Neglect to submit for the Board’s Consent Agenda those items delegated to the CEO yet required by law, regulation or third party to be Board-approved, along with applicable monitoring information.

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Policy 4.0 Board/Management Connection Date of adoption / Last revision: January 28, 2015

The Chief Executive Officer is the Board’s official connection to the operating organization, its achievements and conduct.

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Policy 4.1 Unity of Control Date of adoption / Last revision: January 28, 2015

The Board of Directors acts with one voice in establishing expectations of the CEO.

Accordingly:

1. No Board member, officer or committee has authority over the CEO, or any member of the CEO’s staff, except in rare instances when the person or committee has been explicitly authorized to direct or use staff resources for a specific issue.

2. Board members or committees may request information, but if such request--in the CEO's judgment--requires a material amount of staff time or funds or is disruptive, it may be declined. The committee or Board member may then refer the request to the full Board for consideration.

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Policy 4.2 Accountability of the CEO Date of adoption / Last revision: January 28, 2015

All Board authority delegated to management is delegated through the CEO, Therefore, the authority and accountability of staff, as far as the Board is concerned, is considered to be the authority and accountability of the CEO.

Accordingly:

1. The Board will not give instructions to any staff other than the CEO.

2. The Board will not evaluate, either formally or informally, any staff other than the CEO.

3. The Board will consider and evaluate CEO performance as synonymous with organizational achievement of Ends and compliance with Management Parameters. No performance measure established by the Board or by sub-sets of the Board shall conflict with or modify this measure of performance

4. Consequently, the CEO’s accountability and evaluation will be based on performance in two areas:

A. Organizational achievement of the Board’s Ends policies.

B. Organizational operations within the parameters of legality, prudence and ethics established in the Board’s Management Parameters policies.

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Policy 4.3 Delegation to the CEO Date of adoption / Last revision: January 28, 2015

The Board will direct the CEO through written policies setting forth the organizational Ends to be achieved and organizational situations/actions to be avoided, allowing the CEO to use any reasonable interpretation of these policies.

Accordingly:

1. Ends policies direct the CEO to achieve certain results, for certain recipients at a specified worth or priority. These policies will be systematically developed from the broadest, most general level, to more defined levels.

2. Management Parameters policies define the boundaries of legality, prudence and ethics within which the CEO is to operate. These policies describe the practices, activities, decisions and circumstances that would be unacceptable to the Board, even if effective in producing the desired results. Management Parameters will also be systematically developed from the broadest, most general level to more defined levels. To ensure accountability for performance, the Board will not prescribe organizational means delegated to the CEO.

3. An Ends or Management Parameters policy at a given level does not limit the scope of any preceding level.

4. The CEO is authorized to establish further policies, make decisions, take actions, establish practices and develop activities as long as they are consistent with any reasonable interpretation of these Ends and Management Parameters policies.

5. The Board may change its Ends and Management Parameters policies, thereby shifting the boundary between Board and CEO domains. By doing so, the Board changes the latitude of choice and authority given to the CEO. However, as long as any particular delegation is in place, the Board will respect and support decisions made by the CEO that are consistent with Board policy, as reasonably interpreted.

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Policy 4.4 Monitoring CEO Performance Date of adoption / Last revision: January 28, 2015

The Board will systematically and rigorously monitor CEO job performance, determining the extent to which Ends are being achieved and whether operational activities fall within boundaries established in Management Parameters policies.

Accordingly:

1. Monitoring is simply to determine the degree to which Board policies are being met. Information that does not address accomplishment of Ends and compliance with Management Parameters will not be considered in the Board’s evaluation of CEO performance.

2. Ends and Management Parameters policies may be monitored by one or more of three methods:

A. Internal Reports: The CEO discloses in writing his/her policy interpretations, along with data supporting his/her assessment of accomplishment of, or compliance with, the policy under review. As appropriate in a given context, the CEO may present information supporting the "reasonableness" of his/her interpretation.

B. External Reports: An external, disinterested third party selected by and reporting to the Board assesses accomplishment of, or compliance with, Board policies, as reasonably interpreted by the CEO.

C. Direct Board Inspections: A designated Board member(s) or committee assesses CEO compliance with a given policy, as reasonably interpreted by the CEO.

3. In every case, the Board is committed to accepting any reasonable CEO interpretation of the Board policy being monitored. The Board is the judge of reasonableness, and will always use the “reasonable person” test (whether what the CEO did was what a reasonably prudent executive would do in that context), even if those choices differ from those the Board or any of its members may have made.

4. In every case, the Board will judge whether:

A. The CEO’s interpretation is reasonable, and

B. Data demonstrate reasonable accomplishment of, or compliance with, the CEO’s interpretation.

5. Interpretations determined by the Board not to be reasonable, or data determined not to demonstrate reasonable accomplishment of, or compliance with, a Board policy as interpreted, will be subject to a remedial process agreed to by the Board. Such discussions will be in Executive Session.

6. All policies instructing the CEO will be monitored at a frequency and by a method chosen by the Board. The Board may monitor any policy at any time by any method, but will ordinarily depend on the following routine schedule:

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Policy 4.4 Monitoring CEO Performance, continued

CEO MONITORING SCHEDULE

POLICY METHOD FREQUENCY SCHEDULE

(BY END OF MONTH)

Ends/Priority Results

1.0 Mission: Healthy Communities Internal Annually (TBD after new CEO

hire)

1.1 Optimal Health Outcomes Internal Annually (TBD after new CEO

hire)

1.2 Information and Resources for a

Healthy Lifestyle Internal Annually

(TBD after new CEO

hire)

1.3 Residents’ Pride and Confidence in

CHD Internal Annually

(TBD after new CEO

hire)

Management Parameters

3.0 General Management Constraint Internal Annually (TBD after new CEO

hire)

3.1 Community/External Relations Internal Annually (TBD after new CEO

hire)

3.2 Treatment of Patients Internal Annually March 2015

3.3 Treatment of Staff Internal Annually March, 2015

3.4 Medical Staff Relations Internal Annually (TBD after new CEO

hire)

Internal Quarterly Oct / Jan / Apr/ Jul 3.5 Financial Condition and Activities

External Annually By January (2015)

3.6 Asset Protection Internal Annually (TBD after new CEO

hire)

3.7 Financial Planning and Budgeting Internal Annually May, 2015

3.8 Compensation and Benefits Internal Annually April, 2015

3.9 Operating Policies and

Procedures Internal Annually

(TBD after new CEO

hire)

3.10 Emergency Management

Succession Internal Annually

(TBD after new CEO

hire)

3.11 Board Awareness and Support Internal Annually (TBD after new CEO

hire)

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Policy 4.5 Board Access to CFO and CCO in Internal Auditor Capacity Date of adoption / Last revision: January 28, 2015

Direct but limited access to the Board by the Chief Financial Officer (CFO) and the Chief Compliance Officer (COO), in an “Internal Auditor” capacity, is an exception to the exclusive role of the CEO in connecting governance and management.

Accordingly:

1. If after having brought to the CEO’s attention any financial impropriety discovered in the course of his or her own work, the CFO feels that the CEO has failed to address the impropriety, the CFO must report that impropriety to the Treasurer/Chair of the Audit/Financial Oversight Committee.

2. If after having brought to the CEO’s attention any operational (non-financial) impropriety discovered in the course of his or her own work, the CCO feels that the CEO has failed to address the impropriety, the CCO must report that impropriety to the Chair.

3. Impropriety in this context means a material weakness in financial/operational management or a violation of board policies regarding financial/operational affairs of CHN.

4. Nothing in this policy impedes the CEO from exercising his or her board-granted prerogative to interpret applicable board policies under the “reasonable interpretation” rule, nor does it remove from the Board the right to judge reasonableness. However, impropriety as used in provisions #1 and #2 above can indicate that in the opinion of the CFO or CCO, an interpretation made by the CEO is not “reasonable,” with the Board retaining final judgment of reasonableness.

5. The CFO and CCO are in all other ways as subject to the CEO’s managerial authority, as are all other employees, and have no direct access to the Board except as described in this policy. The CEO may not impede the CFO’s or CCO’s official access as an “internal auditor” as described in this policy, or seek to inappropriately influence the content of the CFO’s/CCO’s reporting to the Board as set forth in this policy.

6. Nothing in this provision shall be deemed to limit or prohibit the Board from hiring external or internal auditors who report to the Board or any audit or other committees established by the Board for such purposes.

Action: Approve the Governing Policies Manual.

C. CURRY HEALTH DISTRICT BOARD OF DIRECTORS

BYLAWS

Following is the final version of the Curry Health District Board of Directors Bylaws

reviewed during the Charney workshop.

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Action: Approve Bylaws as presented.

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D. FEBRUARY BOARD MEETING

As Wayne will be out of town the week of Feb. 23, we will need to reschedule the board

meeting the week of Feb. 16 or the week of Mar. 2.

Action: Establish the date and time for the February board meeting.

E. OPB

An article was published online January 22 regarding the site placement of the new Curry

General Hospital, part of a series Oregon Public Broadcasting is doing on preparedness in the

Northwest for a potential large scale earthquake. Accompanying the article is a video which can

be found, along with the following article, by googling “OPB Gold Beach”.

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No action required; informational only.

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F. DECEMBER 2014 FINANCIALS

Ken Landau will present the financial summary with key indicators and notes for December

2014. (Please note: The financial packet will be sent separately from this document, but will be

included in the board book.)

COLOR LEGEND

Outstanding Positive Variance > 10 %

Acceptable w/in 10% of Budget/Target

Warning Below 10% of Budget/Target

Not Good Below 20% of Budget/Target

FINANCIAL HEALTH

INDICATORS Budget/Target

Dec 14

Nov 14 Oct 14

Dec 13

Revenue $ 3,521,198 3,549,496 3,282,459 4,206,219 3,206,590

Expense $ 2,530,273 2,655,586 2,713,102 2,794,479 2,566,630

Network Gain/Loss $ 19,701 <61,871> <202,751> 33,239 5,790

AR Days 60 52 58 61 61

Cash $ 3,600,000 3,277,903 3,031,728 2,860,371 2,502,718

Cash Days 45 41 38 37 39

Current Ratio 3.5

2.2

2.5 2.9

5.1

Inpatient-SB Days 180 174 208 147 212

ER Visits 333 403 372 385 319

Clinic Visits-Office and

Urgent 2,669

2,392

2071 2,831

2,226

Surgeries Performed 31 22 24 37 38

Overall Network Health

Acceptable

(lower end)

Warning

Grey

Acceptable

(lower end)

Acceptable

QUARTERLY OVERALL COMPARISON

Qtr 2

FY 2014-15

Oct-Dec 14

Qtr 2

FY 2013-14

Oct-Dec 13 Change

Qtr 3

FY 2013-14

Jan-Mar 14

Qtr 4

FY 2013-14

Apr-Jun 14

Qtr 1

FY 2014-15

Jul-Sept 14

Net Operating

Revenue 7,744,385 6,985,739 758,646

6,787,175 7,307,088 7,807,427

Expenditures 8,163,436 7,065,347 1,098,089 7,026,791 7,690,520 7,635,800

Operating Gain/

<Loss> (419,051) (79,608) (339,443)

(239,616) (383,432) 171,627

Non Oper Rev 202,492 191,565 10,927 176,945 178,257 208,217

Ancillary

Companies (43,470) (40,958) (2,512)

(858) (50,241) (28,909)

Network

Gain/<Loss> (260,029) 70,999 (331,028)

(63,529) (255,416) 350,935

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Gross Patient Revenue (Total Billed amount):

District operations were stressed the last two months by the combination of Practitioner

vacations and continued adaption to a new Electronic Medical Record platform. Although

December revenue showed some improvement over November, it was not enough to create a

solid quarter for the Network. Systems continue to be improved creating more efficiencies and

allowing the practitioners to handle more visits.

Looking over a longer period Curry Health District revenue is much improved. Gross revenue for

the first 6 months of fiscal year 2014-15 was $23.1 million. This is an increase of 4.9 million or

27% over the same period last year or 8% over the most recent prior 6 month period. The

growth relates to maturity of the inpatient and outpatient programs started in 2013-14 along

with addition of 7 primary and specialist practitioners.

Business Unit Trends (comparative over prior year 6-month period)

• Curry Medical Center revenue of $8.0 million, up 19.8%

• Inpatient revenue of $3.4 million, up 50%.

• Emergency Room revenue of $1.2 million, up 17.8%

Other notable statistics:

• 12% of patients coming to ER need a bed (either inpatient or observation) which is down

from 14% in the prior two years, indicating that ER is being used more as an urgent care

center.

• Echocardiograms services began in Gold Beach with 11 cases in the month.

Revenue Deductions (Amounts that will not be collected from the Gross Revenue):

Revenue deductions are amounts that are uncollectable from the bill either due to contractual

adjustments, bad debt or charity. Adjustments are made throughout the year based on CFO

estimates of cost report settlements and estimates on collectability of AR. Adjustments for

current fiscal year are as follows:

July 14 Aug 14 Sept 14 Oct 14 Nov 14 Dec 14 Settlement

Estimate

2014-15

Amount $200,000 $500,000 <$150,000> $66,000 <401,973> <287,582> <$73,555>

Affect

on P&L

Reduce

Bottom

Line

Reduce

Bottom

Line

Increase

Bottom

Line

Reduce

Bottom

Line

Increase

Bottom

Line

Increase

Bottom

Line

Increase

Bottom

Line

Cash

Affect

None None None None None None None

Cost Based reimbursement provides payments throughout the year based on billings and settles

based on allowable expenses at the end of the year.

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Expenses

Overall Expenses for the 6 months of 2014-15 were $15,799,234 or 13% higher than prior year

and 4% over budget. The largest expense increase continues to be traveler workforce costs as

the Network seeks to staff its growth. Some improvement was seen in December as recently

hired professionals complete their training.

These costs over the past 6 months by department are shown below:

Dept Dec 14 Nov 14 Oct 14 Sep 14 Aug 14 Jul 14 Total

Lab

44,167

50,851.00

42,473.00

18,790.00

21,556.00

27,951.00

215,888

Resp Therapy

4,320

12,960.00

16,005.00

18,210.00

24,427.00

10,650.00

86,572

Nursing

63,565

122,784.66

110,985.00

153,946.00

169,505.00

127,358.00

748,144

ER

51,204

13,444.31

37,396.00

1,405.00

25,717.00

31,714.00

160,880

Surgery

8,841.46

24,913.00

-

-

-

33,754

Annex-Ortho

50,269

42,036.11

56,450.00

55,003.00

58,344.00

1,088.00

263,190

TOTALS

213,526

250,932.54

295,737.00

249,924.00

299,549.00

198,761.00 1,508,429

FTEs

15 19 22 18 22 18

Management is seeking to find the right balance with staffing solutions between permanent and

contract employees. Plans continue to address recruitment and retention with incentive and

retention packages for difficult to fill positions.

Bottom Line: Expenses outpaced revenue in December 2014 resulting in a negative bottom line

of <$78,481>. For the year, the Network remains in the positive with a $64,983 gain.

Cash Flow: Patient collections were strong in December $2.9 million. With revenue being

relatively low, Accounts Receivable was lowered by 9% to $6.3 million. Additionally, the

Network borrowed $1,000,000 to pay project costs resulting in a Cash increase of $262,655.

Days cash on hand rose from 38 to 41 days, but the current ratio reduced from 2.5 to 2.2

reflecting unpaid project costs.

CFO Watch

1. Practitioner adaptation to new clinic and voice recognition software.

2. Average Length of Stay to remain below 4 days.

3. Surgery volume.

4. Project Costs – USDA Loan Application

5. Balancing revenue growth with staff growth.

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6. Contract Employee Costs verse employed staff costs

7. Costs of building Orthopedic program.

8. New Facility Cash outlay prior to loan commitments.

9. Maximizing eligible cost report benefits.

10. Maximizing Meaningful use dollars.

11. Credentialing Physicians: Receiving Insurance Payments.

12. Cash Flow


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V. OLD BUSINESS

A. SHORE PINES

We have completed our negotiations with Mosaic Management, Inc. for the Option and

Agreement for Purchase and Sale of Shore Pines Assisted Living, and the associated

Management and Consulting Agreement. The Option and Agreement for Purchase and

Sale has an initial term of three years, with two one-year extensions. The purchase price

will be $4,000,000 if the option is exercised and closed during the initial three-year

term; increased to $4,030,000 if exercised during the term of the first extension; and

$4,060,000 if exercised during the second extension.

Mosaic will make monthly payments of the annual debt service as part of the

Management and Consulting Agreement, wherein they will pay both principle and

interest into a reserve account. Mosaic will receive credit against the purchase price for

the principle portion of such payments with the remaining balance to be paid in cash at

closing.

As part of the Management and Consulting Agreement, Mosaic will pay a monthly debt

reserve payment of $19,416. The agreement requires Mosaic to be the employer of all

facility personnel, and to be responsible for facility operations including fees and

charges, and related operating costs. They will also be responsible for any operating

profits, which they shall retain; or for any operating losses, which they shall absorb.

Mosaic will convert up to 16 units for use as memory care, and, if at the end of the

three-year period the purchase option is terminated, the Network will pay up to

$250,000 as part of the memory care conversion costs. If at the end of the fourth year

the purchase option is terminated, the Network will pay up to $150,000; and at the end

of the fifth year, up to $50,000.

The first three months of principle and interest payments will be waived to offset the

cost of facility deficiencies that will need repair. (Please note: Agreements will be sent

separately from this packet.)

Action: Approve the two agreements.

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B. DNV

As of Friday, January 23, DNV has not returned for their follow-up visit. We do anticipate that

they will be here most any day. Pam Brown recently returned from a one-week DNV educational

program and continues to move the organization forward with the DNV process.


C. USDA

The completed financial analysis provided by WipFli has been forwarded to the USDA along with

the completed appraisal. We do not believe that there is anything further that USDA needs. We

anticipate that they will make a decision at the local level in the next two or three weeks, at

which point it will be forwarded to Washington for final approval. We believe we are still on

track for a mid-to-late March construction start.


D. Brookings ER

In early January, Ken and Wayne went to Portland for a meeting with the Governor’s Office and

the Oregon Health Authority along with representatives from the City of Brookings, and John

DeLorenzo – our attorney. We were cautiously optimistic after that meeting. It is clear the

Governor’s office really wants to push this through, however we were getting some push-back

from the Authority. In a conference call on Tuesday with the DOJ and the Authority, we became

less optimistic that something will happen soon. It is quite obvious that the Authority does not

want to change the regulation that would allow us to open a satellite emergency room in

Brookings. We are currently looking at other options. More information may be available during

the board meeting as there will be a conference call held late on Friday, Jan. 23.


E. CEO Search

As we all know, we have hired Hunter Ambrose to perform a national search for the CEO

position. A representative from Hunter Ambrose was here for approximately 2 ½ days to

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develop information that will be provided to potential candidates. We anticipate having the

position description along with a community description available for review at the Board

meeting. We anticipate having candidates within the next two-to-three weeks that we can

review and interview.


F. Final Public Comment

G. Agenda Items for Next Meeting

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VI. EXECUTIVE SESSION

Script to announce start of Executive Session

(please read in its entirety)

• The Curry Health District Board of Directors will now meet in executive session for the

purpose of discussing:

- Real property under ORS 192.660(2)(e)

• Representatives of the news media and designated staff shall be allowed to attend the

executive session as applicable.

Invitees include:

- To be determined

All other members of the audience are asked to leave at this time.

• Representatives of the news media are specifically directed not to report on any of the

deliberations during the executive session, except to state the general subject of the session

as previously announced. No decision may be made in executive session.

• At the end of the executive session, we will return to open session if there will be any action

taken as a result of the executive session, and welcome the audience back into the room.

VII. OPEN SESSION (if necessary) The Board will return to open session and invite the audience back into the room if

action is needed.

VIII. ADJOURN

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