BOARD MEETING: Special Called Meeting       DATE: December 19, 2016     MEMBERS PRESENT: Helen Adger, Kenneth Clay, Robert T. Green, Jr., Mary Irvin, David Norman, Brenda D. Smith, Bruce Walker, Patricia White   MEMBERS ABSENT: Helen Godfrey Smith     OTHERS PRESENT: David Jones, CEO, Allyson Allums, CFO, Lanell Audirsch, Human Resources Director, Doug White, Hospital Attorney, Dr. John Woods, Chief of Staff     BOARD CHAIRMAN: Robert Green   SECRETARY: David Jones     TIME CALLED TO ORDER: 5:00 p.m.   LOCATION: NCMC Events Center     I. Called to Order: Robert T. Green, Jr – Chairperson, called the meeting to order.     II.   Invocation and Pledge of Allegiance: Robert T. Green, Jr. offered the Invocation and David Jones led the group in the Pledge of Allegiance.   III. Approval / Amend Agenda: Robert Green noted that there was one new item to add to the agenda. Item #VII, an Executive Session needs to be added         Brenda Smith made a motion to add item #VII – Executive Session for the purpose of discussing Strategic Planning. Bruce Walker seconded the motion. The vote: Robert T. Green, Jr., Pat White, David Norman, Brenda Smith, Helen Adger, Mary Irvin, Bruce Walker; Kenneth Clay, Nays: None; Absent: Helen Godfrey-Smith, Abstained: None The motion passed.     IV. Community Comments:   No community comments. V. Approval of Sick Time Buy Back: David Jones asked Allyson Allums to report to the Board. She stated that a letter had been received from Novatos stating they had received the cost report and had accepted it. It stated that North Caddo was due a payment of right at $1.3 million dollars. They checked the system where you can go to see the payments coming from Medicare. It was there on Friday. It normally takes about two days to post. We are looking at it posting tomorrow morning.       David Jones noted that he is looking for approval of the sick time buy back pending that amount being deposited into our account. It is a possibility of it not happening.   Brenda Smith inquired if he was looking for a motion stating as soon as the money posts to the account. David Jones stated yes.       Brenda Smith made a motion stating as soon as the Medicare payment of $1.3 million dollars posts into the general account of North Caddo Medical Center to authorize the payment of the sick time buy back payments to eligible employees. The total amount is $80,032. 39 for a total of 3,797.97 hours. The motion was seconded by Pat White. The vote: Robert T. Green, Jr., Pat White, David Norman, Brenda Smith, Helen Adger, Mary Irvin, Bruce Walker; Kenneth Clay, Nays: None; Absent: Helen Godfrey-Smith, Abstained: None The motion passed.       David Jones noted this is the largest number of hours and dollar amount to be paid out. This will be a huge morale boost if we can get this in and paid.     VI. Engagement of Allison A. Jones, Attorney at Law:   David Jones noted in light of recent events it is his recommendation to engage Allison A. Jones, Attorney at Law. She is a very intelligent and capable attorney. She has represented the hospital in the past.     We will need to pay a retainer of $2,500 and her hourly fee that she charges is $365 an hour and $91.25 for telephone calls lasting 15 minutes.           Pat White made a motion to engage Allison A. Jones, Attorney at Law, for legal representation for a retainer of $2,500 and an hourly fee of $365 per hour, plus $91.25 for phone calls lasting 15 minutes. David Norman seconded the motion.       David Jones noted that there are still a reports of negative signs being put up around town.         Brenda Smith noted that online at the Caddo Commissions website you can watch past meetings and community comments and there is a live feed video on who spoke. The speaker spoke about our hospital and the issues they are having and what went on before and after the community comments. There has been an editorial in the Caddo Citizen. Doug Dominick distributed a report from Charlie Alexander to the Commission members accusing David Jones and Board members of racism and other things.         Ms. Jones wants to be an agent of the Board. She does wish to talk to each individual Board member. Doug White, Hospital Attorney, noted that she is more knowledgeable about discrimination – sex, age, whatever, than anybody in this area. He highly recommended her.         VII. Executive Session:   Mary Irvin made a motion to enter into Executive Session for the purpose of discussion Strategic Planning. The motion was seconded by Helen Adger. The vote: Robert T. Green, Jr., Pat White, David Norman, Brenda Smith, Helen Adger, Mary Irvin, Bruce Walker; Kenneth Clay, Nays: None; Absent: Helen Godfrey-Smith, Abstained: None The motion passed.         The Executive Session was held with no action taken. Pat White made a motion to enter back into an open meeting. David Norman seconded the motion. The vote: Robert T. Green, Jr., Pat White, David Norman, Brenda Smith, Helen Adger, Mary Irvin, Bruce Walker; Kenneth Clay, Nays: None; Absent: Helen Godfrey-Smith, Abstained: None The motion passed.       After discussion the vote to engage Allison A. Jones, Attorney at Law, for legal representation for a retainer of $2,500 and an hourly fee of $365 per hour, plus $91.25 for phone calls lasting 15 minutes is: Robert T. Green, Jr., Pat White, David Norman, Brenda Smith, Helen Adger, Mary Irvin, Bruce Walker; Kenneth Clay, Nays: None; Absent: Helen Godfrey-Smith, Abstained: None The motion passed.       VIII. Adjourn:   Bruce Walker made a motion to adjourn. David Norman seconded the motion. The vote: Robert T. Green, Jr., Pat White, David Norman, Brenda Smith, Helen Adger, Mary Irvin, Bruce Walker; Kenneth Clay, Nays: None; Absent: Helen Godfrey-Smith, Abstained: None The motion passed. The meeting adjourned.