BOARD MEETING: Regular Meeting   DATE: February 28, 2017   MEMBERS PRESENT: Helen Adger, Kenneth Clay, Robert T. Green, Jr., David Norman, Brenda D. Smith, Patricia White     MEMBERS ABSENT: Mary Irvin, Helen Godfrey-Smith, Bruce Walker    TIME CALLED TO ORDER: 5:30 p.m.     OTHERS PRESENT: David Jones, CEO, Pam Hughes, COO, Allyson Allums, CFO, Lanell Audirsch, Human Resources, Allison A. Jones, Attorney, Doug White, Hospital Attorney, Mary Coil, Foundation Director/Marketing Director, Rachel Bouchard, Physician Practices Coordinator, John Woods, Chief of Staff, Dr. Walker May, Dr. Nicole McCommon, Dr. Jody Chance, Dr. John Chandler, Mike Gray, Susan Cross       LOCATION: NCMC Events Center     BOARD CHAIRMAN: Robert Green    SECRETARY: David Jones     I. Called to Order – Robert T. Green, Jr – Chairperson, called the meeting to order. II. Invocation and Pledge of Allegiance – Robert Green offered the Invocation and Helen Adger led the group in the Pledge of Allegiance.   III.           Approval / Amend Agenda: Robert Green stated that the first item on the agenda is to approve or amend the agenda. Pat White made a motion to approve the agenda as presented. Brenda Smith seconded the motion. The vote: yeas: Robert T. Green, Jr., Pat White, Helen Adger, David Norman, Brenda Smith, Nays: None; Absent: Kenneth Clay, Mary Irvin, Helen Godfrey-Smith, Bruce Walker Abstained: None. The motion passed.   IV. Community Comments – Robert Green, Chairperson, noted that there was one visitor that is present tonight who signed the required Visitor Recognition Card to speak to the Board. The individual requesting to speak to the Board is Susan Cross. Susan Cross stated first she would like to formally request that these comments be included in the recorded minutes of tonight. Her first topic is the Board of Commissioners. Does the Board of Commissioners have an actual by-laws written? If so, we are requesting a copy of those by-laws. Within those by-laws, if the requirements to serve as a board member are not included, they would like to have copy of the requirements to serve as a Board member, whether it’s your residence requirements or whatever requirements it is. Also, review of minutes shows that the appointees to fill a vacancy is made right within the Board of Commissioners. Is there any public notice at any time of the vacancy being made? We would like to have an answer on that. The second topic is the Medical Staff by-laws. Article 2.8.1 – the qualifications. The authoring of the by-laws was stating the need and necessity of a Board Certified physician for whoever applies. She would like to read Dr. May’s comments in October concerning Dr. Haynes and the Board Certification. In his opinion, that without board certification, there are new ways to treat diabetes in common illnesses that involve a lot of new medicines. Because Dr. Haynes is not up to date on his Boards, a lot of these new things he is not familiar with because he is not up to date on his Boards. She took the privilege of looking into find exactly Board verifications of three physicians – Dr. May, Dr. Taylor, Dr. Chance – and she was able to determine that all three of them are Board certified. However, she could not find Board certification for Dr. Woods, who is your Chief of Staff and also authored these by-laws. Dr. Woods spoke up and said he is here and that he has Board certification. Susan Cross stated that if he wanted to provide it to her she would appreciate it. She stated that the third topic is dialysis partnership. This was first mentioned in 2014 as being a project of the Foundation. Excellent. Probably the best project they could ever come up with. Continued discussion over the months, this eventually morphed into a building being built by the hospital, now it’s into – At this point a timing alarm sounded – she stated she believed it is three minutes per subject – correct? – She is on her third subject. She continued. It was eventually now the land is to be leased. She said she believed the attorney did make the suggestion to contact the Attorney General concerning this. They are wanting to know if that contact was made and what was the results of that conversation. Also, the minutes mentioned another clinic besides Fresenius. Could they obtain the name of that clinic? And the minutes are not showing any type of research. She thought you might like to know a little bit about this clinic. There are 118 lawsuits; class action lawsuits against this clinic, including a lawsuit filed by the Attorney General of Louisiana pursuing a lawsuit against Fresenius over problems with GranuFlo and NaturaLyte dialysis solutions, alleging the company defrauded the state’s Medicare program. Was there any research done? In the district of Massachusetts, in January of 2016 the trial dates were set. Now, she spoke with the Attorney General’s office and faxed with the attorney who is handling this lawsuit. He said that at this time there are settlements being pursued. Has this Board, has the Medical Staff, pursued research on this company to ensure that our community will be safe in treatment? The fourth subject – She just wanted to be up front with you, because transparency is one of her big deals. She filed a complaint with the Louisiana Legislative Auditor last week, because, when this comes around in audit time in November, she don’t want anybody saying who did it or who didn’t. She filed the complaint – she wants an investigation concerning the legalities of the $80,000 pulled from the $1.3 million Medicare payment that came in. Thank you and she looks forward to your responses.

Robert Green thanked Susan Cross.     V. Minutes – Regular Meeting January 24, 2017:   The minutes of the January 24, 2017 Regular Board meeting were mailed prior to today’s meeting for review.      Brenda Smith made a motion to approve the minutes of the regular meeting as mailed. Helen Adger seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, David Norman, Brenda Smith, Nays: None; Absent: Kenneth Clay, Mary Irvin, Helen Godfrey-Smith, Bruce Walker. Abstained: None The motion passed.       VI. Old Business:   1) Construction Update – David Jones asked Pam Hughes if she would like to give the Construction Update. Pam Hughes said yes. They have already put the glass in the gift shop and the chapel and the upstairs. They have already put the studs and all up to where the glass is for the waiting room. They were going to pour the concrete around the fountain Monday but, of course we had rain. They should be able to do that this week. Then after we get all that done, we are going to do a tunnel so that we can switch parking lots and they can start on that. Actually, they are making headway. They put up an interior false wall so they can tear out the petition that needed to be removed – called a curtain wall. Of course, the parking lot is all about weather. We will go with the rain, mud and temperature. Having a warm Winter, it has dried quicker than in the past. Brenda Smith said it seems the parking lot is going on and on forever. And it is Spring. Brenda Smith inquired where we are in the time frame compared to the initial –Pam said they are saying that March 28th is when the front is supposed to be finished. She is looking at probably the middle of April. David Jones said the original completion date was December 2015. But they have upwards of 700 weather days to claim in the contract. It rained that much for that long in the beginning of this project.      2) Dialysis Clinic Partnership Update – David Jones noted that as you know Fresenius and the constructors are ready and willing and able to start the construction tomorrow. We have been doing our due diligence with trying to obtain fair market value of the lease of the dirt. We have one appraiser to give us a figure. Pam and he actually met with the other appraiser today; which he has been reluctant to give them anything. He explained why for the most part. He basically established that fair market value is fair market value. They have already done the leg work because we did appraisals on the two properties that are for lease. David Jones said fair market value runs between 4 and 6% of that. The appraiser said he could do a large workup and charge us money for that but as far as obtaining fair market value, we have already obtained it for ourselves. David Jones said he will have some more discussion with Doug White, attorney, on that. The first appraiser worked it up and gave it to us. It was almost the exact same figure that the guy said that we have already figured out for ourselves. So from that standpoint, we should have something here in the next couple of weeks, depending on what Doug researches and finds that we need to do with that and going forward with it. Doug White spoke up and requested that David Jones send that information to John Wells, CPA, with Lester, Miller and Wells. He would like for Johns Wells to grade his paper and see what he says. We are looking 5 or 10 years, if somebody looks back, that’s what we want to be protected against. Robert Green inquired where is the location of the closest dialysis clinic that Fresenius currently has. David Jones replied that there is one in Bossier. The sickest of the sick are driving that distance and it is at capacity as far as patients. For these patients not to have to drive out of our hospital service district will be monumental for their health.      3) Tribridge Financial Upgrade Update –David Jones asked Allyson Allums to report on the Tribridge Financial Upgrade Update. She stated that we are in line. She spoke with them this last week. They are getting ready to start the upgrade. What is really good about them doing the upgrade they will not have to take the system down to do the upgrade. They will be working in the background. We won’t hardly notice that they are making these changes until they are all completed and it is turned on and ready. We won’t have to shut down for any period of time for them to do this. It will take several weeks online to get this done. We are starting conversations and getting ready to start up. David Jones said she is being very optimistic. He feels this will be on the agenda for a while. Allyson stated that she thinks positive.        Brenda Smith asked what exactly will this do once they get us upgraded. David Jones replied that this is our entire billing operation for the hospital. Allyson noted that it is for every number that flows.        VII. 1) Review January 2017 Statistics – Allyson Allums:  Allyson Allums presented the January Statistical Report. There were 43 Admissions and 50 Discharges with Total Days Stayed –148. The Average Length of Stay – 3.1 Days. Total In-patient Days – 134. The average Daily Census – 4.3 Our Total Occupancy Rate was 25.60%. Total Surgeries for January (In-patient – 1 / Outpatient – 1). Endoscopies performed in January –   9. The total Emergency Room patients seen – 460. Swing Bed Admission – 15. There were 122 Total E.M.S. runs in January. Observation Patients for January – 49. There were 3 Newborns in January. The total Patient Visits for the Medical & Surgical Clinic is 1879. The Plain Dealing Clinic saw 605. Benton Medical saw 131. There were 29 Mammograms for January.     2)   Review October 2016 Financials – Allyson Allums –   Allyson Allums presented the Financials. She reported Bad debt was 4.5%; Days cash on hand – 24.2 days. Hospital Revenue over Expense. Revenue –$3.3 Million, Expense – $2 million with a loss of $332,000. The AR Days for all three facilities – 60; for the hospital only is at 68 days. Plain Dealing Clinic – Revenue over Expense. Revenue –$112,000 Expense – $121,000 with a loss of $29,000. There was a payout for a provider which elevated the expenses. Medical and Surgical Clinic – Revenue over Expense. Revenue – $488,000 Expense – $281,000 with a profit of $19,800. Benton Clinic – Revenue over Expense. Revenue –$36,000 Expense – $20,000 with a loss of $4,800. Self-Funded Insurance – for this month is at $129,000 and received a check for $870 for a claim that exceeded the limit of $40,000. This month it was at $465,000 in expenses for the four months and last year it was $480,000. We are still under what we were now that we have gone self-funded. David Jones noted that January, statistically, was probably the weakest January that we have had in-patient wise, in years. Oddly enough, February is probably the strongest February in years. It was as if the flu flipped a switch and in-flooded the in-patients. We had several days we were bordering on being completely full in the hospital. The doctors can attest to how busy it was for several weeks.     Pat White made a motion to accept the Statistical and Financial Reports as presented pending the audit. Helen Adger seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, David Norman, Brenda Smith, Nays: None; Absent: Mary Irvin, Helen Godfrey-Smith, Bruce Walker Abstained: None. The motion passed.

VIII.     New Business:   1) Creation of Security Department –  David Jones stated that discussion has been held regarding the subject of the creation of a Security Department. The size of our campus is now an issue. At night time, a lot of times, the ER physician is the only male in the building. There was recently a situation presented at the ER that could potentially have put our employees in harm’s way, just doing their job. A security officer doesn’t shield against every single thing that can happen in our facility at any given time, but there is due prudence on having someone trying to do the best we can as far as security. We are very fortunate to have someone that has worked for the hospital for many years on a PRN basis. He is currently serving in the Caddo Parish Sheriff’s office. David Jones has had some discussion with him. He is willing to serve in a part time capacity in heading the security department – establishing polices, hiring staff. It is within David Jones’ scope as the CEO to hire them, however, he did want to hear the Board’s thoughts and get approval for the security department. Dr. Woods asked to insert a few comments on this. Mr. Jones asked to defer his comments until after a motion to address his comments.       Brenda Smith made a motion to accept the recommendation of the CEO, David Jones, to create a Security Department. David Norman seconded the motion.            Dr. Woods commented there have been a few occasions, specifically some gunshot wounds, when a flash mob has appeared after that. There are 100 to 150 individuals that gather outside the Emergency Room. Some actually try to enter the building. Just the mere presence of the police officer has curtailed that quite a bit. Actually, seeing them drive around the parking lot has helped out. It has been good just have him here. Mike Gray is very dedicated to his job. Mr. Jones asked Mike Gray to speak to this.         Mike Gray stated that the Sheriff’s office has a department policy for extra duty security work. Basically, different businesses in Caddo Parish pay them to be present at their location. If a law enforcement matter arises, then at that point, we obviously become an agent of the Sheriff. This type of work is closely monitored by policy within the Sheriff’s office; they are insured by the Sheriff’s office because they are acting as a deputy sheriff. There’s a number of facilities that use them – Willis Knighton included. It is a very common thing – it just has not been implemented here. He has been a friend of the hospital since 1995 when he went to patrol, an EMT in 2005 and a Paramedic since 2013. He thinks it would be beneficial to the hospital and the community to have someone here after dark. David Jones said what was initially talked about regarding staffing was a nighttime shift, seven days a week and then possibly going to the entire weekend. During the day there is a lot of staff comparatively to the night time. You have upwards of 2/3 of the employees here during the day, but at nighttime staffing gets down to minimum personnel that we need. We tripled the square footage alone. We kept the 10,000 square foot building open as well. We typically shut this down at approximately 10:00 p.m. We have employees here as well. Mr. Jones, Mike Gray and Pam Hughes will line out what the security personnel will do – not just be seen. There are areas of the hospital that will need to be checked. Once the hospital is complete, a perfect area is in the front of the hospital – the security cameras are set up there for quick access from that area. Those details must wait until the building is completed. It is just to the point it is a necessity. We need to do this.       Brenda Smith noted that she recalls previous discussion knowing that when the new hospital was built – just the square footage itself, warranted the need for security. She feels we are past due to have the security and thankful nothing has happened. David Jones noted that our security cameras are good, however, it is video of what has happened; it’s after the fact.          Brenda Smith inquired how is the creation of the security department going to affect the budget. David Jones stated the budget will increase. Right now, we do not have a security department created, and we will have to create one. It is really an expense versus the liability. It is something that can be on the cost report. The Human Resources Director is looking into discounts available with the insurance once the security department is established. He has not received the report on this inquiry yet. He will keep this on the Administrative Reports and will update the Board. The hospital budget will increase on personnel under Administration. Brenda Smith inquired how much the current pay scale for this is. Mike Gray responded the base is currently $30.00 per hour.          After discussion and questions regarding the creation of a Security Department the vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, David Norman, Brenda Smith, Nays: None; Absent: Mary Irvin, Helen Godfrey-Smith, Bruce Walker Abstained: None The motion passed.       IX. Administrative Report: 1) NCMC – Current Activities –David Jones reported on the current activities. He noted that they are setting up a meeting with an OB/GYN who is interested in talking to them. He is going to set up a dinner with her and her husband, Dr. Taylor and his spouse and Mr. Jones and his spouse. Going to establish a first meeting then go forward. That is an area of need. Dr. Woods has a lead for us to follow from a surgical standpoint. We have two new surgical suites that we would like to see utilized. He will keep the Board informed and the contract committee.     2) CQI Committee Report –  We have several committees that have been revamped and established. What he plans to do is – at least bi-monthly, if not at every Board meeting, to have someone from one of those committees to come give the Board a presentation on what the different areas of the hospital is doing. We have Rachel Bouchard here today to give a power point presentation on CQI Committee – Continuous Quality Improvement. Rachel Bouchard noted that she is currently serving as the Physician Practice Coordinator. When the committees were developed and restructured, she was asked to be the Chairperson for the CQI Committee. She presented a synopsis of the summary of the 4th Quarter of 2016. She gave them an overview of what the CQI Committee does and what the responsibilities are. The CQI Committee coordinates with the Medical Staff members and the Board members, to provide reports and identify areas for improvement inside the daily operations of the departments of the organization. The committee will analyze each department’s current continuous quality program to recognize, discuss and offer support in developing any improvement needed in the department’s current program. Also, encourage and coordinate the continuous development of departmental indicators to improve the success of the department and to monitor and follow up to determine the effectiveness of any corrective actions taken in the continuous quality program. She reviewed the “Current reportable measures” for the fourth quarter, 2016 with the Board. The committees reviewed were the Infection Control Committee – This committee identified a need to increase the frequency of cleaning the ER Department rooms during the increase of the flu and strep cases to reduce the risk of cross contamination between patients. Instead of cleaning once every 12 hours they will clean twice every 12 hours. Also, – flu vaccines were offed to the hospital employees with an 81% participation – the goal is 100%. The Medical Records Review – Nursing Service identified that nursing staff is not documenting IV infusion start and stop times in a timely manner. The Director of Nursing has provided continuing education to the nursing staff on proper and timely documentation. The goal of documentation of the IV infusion start and stop times is 100%. Also, Nursing Service and the Safety/Risk Committee identified the need for improvement in the scanning of patient armbands prior to administration of medications. The goal of barcode scanning is 80%. Quarterly reporting will be performed to monitor for continued improvement. Pharmacy – Pharmacy reports the 340B program is still moving forward with implementation. The program is currently being initiated in the Emergency Department and Outpatient Day Surgery/Procedure departments and will expand to the Outpatient Clinics in March 2017. This program will decrease drug cost for the organization and patients. Rachel Bouchard stated since the committee meets once a quarter she would like to come on a quarterly basis and bring slides to give an update on what is going on.     3)   Foundation –Mary Coil, Foundation Executive Director, reported there is a new Board member. She stated that the Foundation has asked Angie Byerley to join the Board again. We are excited to welcome her back. She was one of the founding members of the Foundation. Very excited to have her back on our team!       XI. Medical Staff Report: 1) Recommendations – Allyson Allums – Allyson Allums presented the Medical Staff recommendations for the Governing Board approval:   MEDICAL STAFF APPOINTMENTS: 1.           Julie Shaffrey, M. D. – Requests Provisional Privileges in the field of Radiology for the period of February 1, 2017 through February 28, 2018. 2. Jason Marc Dipoce, M. D. – Requests Provisional Privileges in the field of Radiology for the period of February 1, 2017 through February 28, 2018. MEDICAL STAFF REAPPOINTMENTS: 1. Gregory Wolfe, M.D. – Requests Courtesy Privileges in the field of Radiology for the period of May 1, 2017 through May 31, 2019.   2. Jody Chance, M. D. – Requests Staff Privileges in the field of Family Practice for the period of February 1, 2017 through February 28, 2019.     3. Steven Ciabattoni, M. D. – Requests Courtesy Privileges in the field of Radiology for the period of May 1, 2017 through May 31, 2019.    4. Kristin L. Casey, M. D. – Requests Courtesy Privileges in the field of Radiology for the period of May 1, 2017 through May 31, 2019. ADVANCE PRACTICE PROFESSIONALS – APPOINTMENTS/REAPPOINTMENT: 1. Brian Cornelius, CRNA- Requests Courtesy Privileges in the field of Certified Registered Nurse Anesthetist for the period of March 1, 2017 through January 31, 2018.     EXTENSION REQUEST:  NONE.     VOLUNTARY RESIGNATIONS:  1. Aaron Cotrell, M. D. – Voluntarily resigns Privileges in the field of Pathology effective August 12, 2016. Dr. Cotrell is no longer with Delta Pathology Group.      2. Joszi Aldridge, M.D. – Voluntary resigns Courtesy Privileges in the field of Emergency Medicine effective July 01, 2016.     3. Ugochukwu Ike, M.D. – Voluntary resigns Courtesy Privileges in the field of Emergency Medicine effective July 01, 2016.     4. Michael Weber, M.D.– Voluntary resigns Courtesy Privileges in the field of Emergency Medicine effective July 01, 2016.     5. Patricia Webb, FNP– Voluntary resigns Staff Privileges in the field of Family Nurse Practitioner effective December 27, 2016.        Pat White made a motion to accept the Medical Staff Recommendations for Medical Staff Appointments, Reappointments, Advance Practice Professionals Appointments/Reappointments and Voluntary Resignations. Kenneth Clay seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, David Norman, Brenda Smith, Nays: None; Absent: Mary Irvin, Helen Godfrey-Smith, Bruce Walker Abstained: None The motion passed.        2) Chief of Staff Comments:    Dr. John Woods, Chief of Staff, stated that the Medical Staff met this week and discussed the creation of departments and announcement of department heads and delegated functions to segment due to the growth of the hospital. He feels this will improve the quality of care and oversight. We are also working on the peer review process. It will be built from scratch and is quite complex. He is new to this. He is trying to get education on the whole process to implement it so that it is not totally time consuming for everyone and yet productive. Hopefully it will feed information back to the Board when it is all said and done. It is a work in progress.       XII. Executive Session:    Robert Green noted that at this time the Board will enter into an Executive Session for the purpose of discussing a personnel matter and strategic planning.     Kenneth Clay made a motion to enter into Executive Session for the purpose of discussing a personnel matter and strategic planning. Pat White seconded the motion the vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, David Norman, and Brenda Smith, Nays: None; Absent: Mary Irvin, Helen Godfrey-Smith, and Bruce Walker Abstained: None. The motion passed.     The Executive Session was entered into. No action was taken during the Executive Session.     Kenneth Clay made a motion to enter back into regular session. Helen Adger seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, David Norman, and Brenda Smith, Nays: None; Absent: Mary Irvin, Helen Godfrey-Smith, and Bruce Walker Abstained: None. The motion passed.       The meeting was reopened to the public.       XIII. Adjourn:   There being no further business Kenneth Clay made a motion to adjourn. Helen Adger seconded the motion. The vote: Yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, David Norman, and Brenda Smith, Nays: None; Absent: Mary Irvin, Helen Godfrey-Smith, and Bruce Walker Abstained: None  The motion passed.       Meeting adjourned at 7:15 p.m.