ERIE COUNTY MEDICAL CENTER CORPORATION ERIE COUNTY MEDICAL CENTER CORPORATION MINUTES OF BOARD OF DIRECTORS REGULAR MEETING OF TUESDAY, JULY 26, 2016 1 MINUTES OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS TUESDAY, J ULY 26, 2016 STAFF DINING ROOM Voting Board Members Present: Bishop Michael Badger Douglas H. Baker Ronald Bennett Ronald Chapin Kevin Cichocki, D.C. Jonathan Dandes Darby Fishkin Kathleen Grimm, M.D. Sharon L. Hanson Michael Hoffert Kevin Hogan Anthony Iacono Frank Mesiah Thomas P. Malecki, CPA Michael A. Seaman Non-Voting Board Representatives Present: Thomas Quatroche Ph.D. Kevin Pranikoff, M.D. Also Present: Samuel Cloud, D.O. A.J. Colucci , III, Esq . Stephen Gary Susan Gonzalez Jarrod Johnson Brian Murray, M.D. I. CALL TO ORDER Chair Sharon L. Hanson called the meeting to order at 4:30 P.M. II. APPROVAL OF MINUTES OF JUNE 28, 2016 REGULAR MEETING OF THE BOARD OF DIRECTORS. Moved by Jonathan Dandes and seconded by Bishop Michael Badger. Motion approved unanimously III. ACTION ITEMS A. Resolution of the Board of Directors Approving the Appointment of a Chief Operating Officer Moved by Jonathan Dandes and seconded by Douglas Baker. Motion approved unanimously B. Resolution of the Board of Directors Authorizing CCV Transaction Moved by Kevin Cichocki, D.C. and seconded by Douglas Baker Motion approved unanimously
13
Embed
ERIE COUNTY MEDICAL CENTER CORPORATION - ecmc.edu · ERIE COUNTY MEDICAL CENTER CORPORATION ERIE COUNTY MEDICAL CENTER CORPORATION MINUTES OF BOARD OF DIRECTORS REGULAR MEETING OF
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
ERIE COUNTY MEDICAL CENTER CORPORATION
ERIE COUNTY MEDICAL CENTER CORPORATION
MINUTES OF BOARD OF DIRECTORS REGULAR MEETING
OF TUESDAY, JULY 26, 2016
1
MINUTES OF THE REGULAR MEETING
OF THE BOARD OF DIRECTORS
TUESDAY, JULY 26, 2016
STAFF DINING ROOM
Voting Board Members
Present:
Bishop Michael Badger
Douglas H. Baker
Ronald Bennett
Ronald Chapin
Kevin Cichocki, D.C.
Jonathan Dandes
Darby Fishkin
Kathleen Grimm, M.D.
Sharon L. Hanson
Michael Hoffert
Kevin Hogan
Anthony Iacono
Frank Mesiah
Thomas P. Malecki, CPA
Michael A. Seaman
Non-Voting Board
Representatives Present:
Thomas Quatroche Ph.D.
Kevin Pranikoff, M.D.
Also Present:
Samuel Cloud, D.O.
A.J. Colucci, III, Esq.
Stephen Gary
Susan Gonzalez
Jarrod Johnson
Brian Murray, M.D.
I. CALL TO ORDER
Chair Sharon L. Hanson called the meeting to order at 4:30 P.M.
II. APPROVAL OF MINUTES OF JUNE 28, 2016 REGULAR MEETING OF THE BOARD OF
DIRECTORS.
Moved by Jonathan Dandes and seconded by Bishop Michael Badger.
Motion approved unanimously
III. ACTION ITEMS
A. Resolution of the Board of Directors Approving the Appointment of a Chief
Operating Officer
Moved by Jonathan Dandes and seconded by Douglas Baker.
Motion approved unanimously
B. Resolution of the Board of Directors Authorizing CCV Transaction
Moved by Kevin Cichocki, D.C. and seconded by Douglas Baker
Motion approved unanimously
ERIE COUNTY MEDICAL CENTER CORPORATION
ERIE COUNTY MEDICAL CENTER CORPORATION
MINUTES OF BOARD OF DIRECTORS REGULAR MEETING
OF TUESDAY, JULY 26, 2016
2
C. Approval of July 7, 2016 Medical/Dental Staff Appointments/Re-Appointments
Moved by Kevin Cichocki, D.C. and seconded by Jonathan Dandes.
Motion approved unanimously
V. BOARD COMMITTEE REPORTS
All reports except that of the Performance Improvement Committee are received and filed
in the July 26, 2016 Board book.
VI. REPORTS OF CORPORATION’S MANAGEMENT
A summary of the financial results through June 30, 2016 and a Quarterly Financial
Statement and projected statement of Yearly Cash Flows are attached in the Board Book
for review.
VII. RECESS TO EXECUTIVE SESSION – MATTERS MADE CONFIDENTIAL BY LAW
Moved by Kevin Cichocki, D.C. and seconded by Bishop Michael Badger to enter into
Executive Session at 4:35 P.M. to consider matters made confidential by law, including
certain compliance-related matters, strategic investments, and business plans.
Motion approved unanimously
VIII. RECONVENE IN OPEN SESSION
Moved by Douglas Baker and seconded by Jonathan Dandes to reconvene in Open
Session at 5:50 P.M. No action was taken by the Board in Executive Session.
Motion approved unanimously.
IX. ADJOURNMENT
Moved by Douglas Baker and seconded by Michael Hoffert to adjourn the Board of
Directors meeting at 5:55 P.M.
Douglas H. Baker
Corporation Secretary
ERIE COUNTY MEDICAL CENTER CORPORATION
ERIE COUNTY MEDICAL CENTER CORPORATION
MINUTES OF BOARD OF DIRECTORS REGULAR MEETING
OF TUESDAY, JULY 26, 2016
3
Resolution Approving the Appointment Of a Chief Operating Officer
Approved July 26, 2016
WHEREAS, the Corporation is authorized by section 3630 (21) of the New York Public Authorities Law to
appoint such officers and employees as the Corporation may require for the performance of its duties and is further required by its By-Laws to reserve to the Corporation’s Board of Directors the authority to appoint a Chief Operating Officer of the Corporation; and
WHEREAS, over the past few months, a volunteer search committee appointed by the Corporation has
completed a national search for qualified candidates to fill the position of Chief Operating Officer and has received and evaluated over seventy (70) applications from interested individuals; and
WHEREAS, candidates have been interviewed by search committee members, by individual members of the
Corporation’s Board of Directors, by senior level executives of the Corporation, and by community leaders and other members of the Corporation’s family; and as a result of these and other evaluative steps, a candidate has been identified for consideration by the Corporation’s Board of Directors; and
WHEREAS, the Corporation and the proposed candidate prefer that the identity of the candidate remain
confidential until an offer of employment has been made and accepted; NOW, THEREFORE, in consideration of the premises, the Board of Directors resolves as follows: 1. The Corporation is authorized to appoint Candidate 1 as the Chief Operating Officer of the
Corporation pursuant to the terms and conditions of a written employment agreement. 2. As soon as Candidate 1 has accepted the appointment, the phrase “Candidate1” shall be stricken
from this Resolution and the candidate’s name shall be added thereafter. 3. The Corporation’s Executive Compensation Committee shall determine the terms and conditions of
employment of the incoming Chief Operating Officer, consistent with the By-Laws of the Corporation. 4. The Corporation’s Chief Executive Officer is authorized to conduct negotiation with the pending
appointee to finalize the terms and conditions of an employment agreement, and thereafter, to execute that agreement on behalf of the Corporation following approval of the agreement by the Corporation’s General Counsel.
5. This resolution shall take effect immediately.
Douglas H. Baker Corporation Secretary
ERIE COUNTY MEDICAL CENTER CORPORATION
ERIE COUNTY MEDICAL CENTER CORPORATION
MINUTES OF BOARD OF DIRECTORS REGULAR MEETING
OF TUESDAY, JULY 26, 2016
4
Resolution Authorizing
CCV Transaction
Approved July 26, 2016
WHEREAS, the Corporation is a member of Collaborative Care Ventures LLC and has participated through
Collaborative Care Ventures LLC in the purchase and ownership of other businesses; and
WHEREAS, Collaborative Care Ventures LLC has proposed to purchase certain assets of Innovative Health Services
of America, Inc. and to assume certain liabilities of that company all in relation to the operation of the urgent care business
known as MASH Urgent Care and related clinical support services; and
WHEREAS, the Corporation’s Chief Executive Officer and General Counsel have been actively involved in the
negotiations for this transaction, favor the transaction if favorable terms can be negotiated, and recommend granting
authority to the Corporation to enter into the appropriate definitive agreements to accomplish the transaction;
NOW, THEREFORE, in consideration of the foregoing, the Board of Directors resolves as follows:
1. The Corporation is authorized to exercise its rights as a member of Collaborative Care Ventures LLC to
enter into one or more definitive agreements for the purchase of certain assets and the assumption of certain liabilities of
Innovative Health Services of America, Inc., relating to the ownership and operation of MASH Urgent Care and related
clinical support services.
2. The Corporation is not authorized, at this time, to assume liabilities for Collaborative Care Ventures LLC
or otherwise to become indebted as a result of the transaction or to become a guarantor of Collaborative Care Ventures LLC,
unless and until the further approval by the Board of Directors.
3. The Corporation’s Chief Executive Officer is authorized to execute any necessary documents incidental to
the foregoing after review and approval as to form by the Corporation’s General Counsel.
4. This resolution shall take effect immediately.
Douglas Baker
Corporation Secretary
ERIE COUNTY MEDICAL CENTER CORPORATION
ERIE COUNTY MEDICAL CENTER CORPORATION
MINUTES OF BOARD OF DIRECTORS REGULAR MEETING
OF TUESDAY, JULY 26, 2016
5
CREDENTIALS COMMITTEE MEETING
Committee Members Present:
Yogesh Bakhai, MD, Chair Brian Murray, MD, CMIO (ex-officio)
Mark LiVecchi, DMD MD MBA Richard Skomra, CRNA
Richard Hall, MD, DDS, PhD Susan Ksiazek, RPh
Medical-Dental Staff Office and Administrative Members Present: Tara Boone, Medical-Dental Staff Services Coordinator