BOARD MEETING: Regular Meeting   DATE: January 24, 2017   MEMBERS PRESENT: Helen Adger, Kenneth Clay, Robert T. Green, Jr., Mary Irvin, David Norman, Brenda D. Smith, Helen Godfrey-Smith, Bruce Walker, Patricia White   MEMBERS ABSENT: None 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, John Woods, Chief of Staff, Mike Gray, Dr. John H. Haynes, Jr., Susan Cross, Judy Wilson LOCATION: NCMC Events Center   BOARD CHAIRMAN:     Robert Green   SECRETARY: David Jones AGENDA ITEM: 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 David Jones 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.   Brenda Smith made a motion to approve the agenda as presented. Mary Irvin seconded the motion. The vote: yeas: Robert T. Green, Jr., Pat White, Helen Adger, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: Kenneth Clay, 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 Dr. John H. Haynes, Jr. Dr. John Haynes stated he requested to be put on the agenda and did not understand why he could not be. He began by saying he had 4 or 5 little topics he wanted to cover. Robert Green reminded Dr. Haynes that he had a time restriction to make his comments. Dr. Haynes again requested to be put on the agenda. It was noted that the agenda had already been approved and could not be amended at this time. At that moment Helen Godfrey Smith noted that the meeting was being recorded by an outsider and wanted the Board to be advised of this. Susan Cross noted that it was an open meeting and that she had read the rules regarding an open meeting that it was within her rights to record the meeting. She was recording it for her own personal records. Helen Godfrey Smith stated she brought it up because it has not been made known to the Board that Ms. Cross was recording the meeting and the purpose of her recording the meeting. Mrs. Godfrey Smith stated that she made note of this not because she had an objection to the recording of the meeting, but that the Board should be made aware of the purpose and that it was being recorded.          Dr. Haynes then read aloud the letter that he had received when his temporary employment was discontinued. He stated that his mail was being stamped return to sender before he could change his personal address. Took him weeks to get his mail straightened out. He said the Board’s appreciation expressed in the letter didn’t hold water. Dr. Haynes stated he was depressed about the termination letter he got and he immediately called Robert Green and told him he ought to be ashamed. Dr. Haynes said Robert Green replied to him – No, you ought to be ashamed, accusing Dr. Haynes of causing an audit that froze the hospital funds and causing the employees not to get their Christmas “bonus” because of the audit and that Dr. Haynes was going to sue the hospital. Dr. Haynes stated that absolutely none of that was true. No one told him about an audit. He didn’t know until later on who was responsible for the audit. He had no idea about it. He told Robert Green he needed to start praying because he is telling a story. Dr. Haynes said he has been accused of a lot things in his life but he has never been accused of not telling the truth to people. He is telling the exact truth about what Robert Green told him. He couldn’t believe it.          Robert Green noted that he has overextended the time allotted.          Robert Green stated that he told Dr. Haynes that sometimes Dr. Haynes forgets things. Robert Green said he told him that they were talking about something about David Jones. Robert Green said he could not act on something that he has no proof. Then they talked about the audit and Haynes said I didn’t do that. Green said he didn’t say he did it. Haynes said it sounds like you are saying – Green said I’m not saying you did it but all this is going down because of what is going on at the hospital. Why would Green accuse him of something he has no proof. Haynes kept saying it sounds like you are saying he was responsible. Green said when you tell me I have to pray – he does pray. How could he accuse him of something he has no proof.          Dr. Haynes continued to say he can’t believe this Board. He has made his point.          Helen Godfrey-Smith asked to be recognized. Robert Green agreed. She made a suggestion to allow Dr. Haynes to complete his comments so we can carry on with the Board meeting because we need to take care of the business of the hospital. She told Robert Green he did not need to defend himself.         Doug White noted to set a definite time limit of 10 minutes beginning now.      Dr. Haynes stated he found out we were buying equipment without bids. He came to Robert Green and Helen Adger and said that we better look into it. That’s all he wanted to be done. He was told it was looked into and everything was fine. The only bad part about that deal was that he got the brunt of the deal. About the policy manual – he went to Mrs. Smith not to ratify the proposal by the Medical Staff with the age limit to practice medicine. It was passed anyway. However, you made the statement that you were going to take a new look at it. In that respect, he decided to reapply for privileges. He asked to get a copy of his privileges. Every hospital he has worked at has always given you a copy of your privileges so you can either delete or add to the current ones. That caused a major problem. He asked to see the policy – he wanted to read it. Allyson Allums said she would ask Mr. Jones. He requested – did not demand. He was told no – he could not see the policy manual. He looked at the minutes and did not see where his termination was discussed. It can’t be decided in an executive session. He does not know what happened. It states that the letter was sent. He said he got several calls from people in the hospital accusing him of causing all kinds of problems. He had nothing to do with it and he told them that. Things got on face book – he does not know anything about face book and was not responsible for it getting on face book. Said he was trying to destroy the hospital. Why would he try to destroy something he has worked so many years to build up? The new bylaw requirements. Have you read them? The PAPA and PACE – do you agree with that? He called 20 hospitals and they don’t know what he is talking about. That will cost a lot of money to be evaluated by that program. Dr. Woods stated there is an equivalent clause. Haynes noted that is about $13,000 to $16,000 and he does not have that kind of money to be evaluated. He asked several Doctors in Shreveport to write letters if they felt he is qualified for him to get privileges at the hospital. He considers he worked hard at, was on call 24/7 by himself, took care of the Emergency Room, Nursing Home, and hospital trying to keep the doors open and now can’t get privileges. He passed out letters from Dr. Futrell, Dr. Taylor, and Dr. Norwood. He read all the letters aloud. Why would he have to go off for someone to evaluate him for privileges; he feels he has earned the privileges. He would like for the Board to reconsider the termination letter. He thinks he can still be an asset in the Emergency Room and teaching the Residents. One other thing to say. He just got a letter today regarding him defending a doctor in this area. He has four nationally known specialists. He was the only defense expert witness they sent to the appellant court to reconsider the outcome – the appellant court upheld the verdict. He was the only expert witness for the defense. Now – if he has lost his ability to practice medicine he certainly came up against some pretty tough people and held his own and did well with it. He has a letter of commendations today. He told David Jones it is a shame they could not work together a little better. He absolutely thinks he is very capable to practice medicine. He has worked hard to keep this hospital going. He has taken care of a lot of your families and you. He loves it. He just wants to teach a little bit. It was noted that the time allotted was up and Dr. Haynes ended by thanking the Board for their time.     V. Minutes – Special Called Meeting December 19, 2016: The minutes of the December 19, 2016 Special Called Board meeting were mailed prior to today’s meeting for review.     Brenda Smith made a motion to approve the minutes of the special called meeting as mailed. Helen Adger seconded the motion. The vote: yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: None Abstained: None The motion passed       VI. Minutes – Regular Meeting December 27, 2016: The minutes of the December 27, 2016 Regular Board meeting were mailed prior to today’s meeting for review.     David Norman made a motion to approve the minutes of the regular meeting as mailed. Bruce Walker seconded the motion. The vote: yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: None Abstained: None The motion passed.     VII.   Old Business –    1) Construction Update: David Jones asked Pam Hughes if she would like to give the Construction Update. Pam Hughes said yes – RAIN! That is the biggest thing. They have been trying to pour concrete for all the curbing. We have been having torrential rain. She believes they are ready for about 5 trucks of concrete in the next few days. Hopefully, the rain will hold off for a few days. They are postponing the date until March 3rd. She does not see that either. We are moving forward and it will be great once it is finished but we are still behind due to the rain. Brenda Smith asked if the signed beam was still exposed or if it was already up. Pam Hughes said it is already up. Brenda Smith asked about the parking lot. Pam Hughes said they have to get the curbing in place then start on the parking lot. David Jones said we are on the home stretch.     2) Dialysis Clinic Partnership Update: David Jones stated he is waiting on the fair market value on the lease. We have a couple of companies out of Shreveport we are hoping to get information from. It has been harder to get the information since there are so few companies that do that any longer. It is going to cost a little money but we may be able to get that cost worked into the lease. Fresenius is just waiting on us. Once this gets done, he feels the Dialysis Clinic will be open by the end of this year, unless they get six months of rain as we did when we broke ground.     VIII. 1) Review October 2016 Statistics – Allyson Allums: Allyson Allums presented the December Statistical Report. There were 49 Admissions and 50 Discharges with Total Days Stayed –148. The Average Length of Stay – 2.9 Days. Total In-patient Days – 119. The average Daily Census – 3.8 Our Total Occupancy Rate was 25.60%. Total Surgeries for December (In-patient – 3 / Outpatient – 3). Endoscopies performed in December 21. The total Emergency Room patients seen – 473. Swing Bed Admission – 18. There were 142 Total E.M.S. runs in December. Observation Patients for December – 33. There were 4 Newborns in December. The total Patient Visits for the Medical & Surgical Clinic is 1781. The Plain Dealing Clinic saw 605. Benton Medical saw 92. There were 25 Mammograms for December.     2) Review October 2016 Financials – Allyson Allums: Allyson Allums presented the Financials. She reported Bad debt was 5.7%, Days cash on hand 24 days. Hospital Revenue over Expense. Revenue –$3.8 Million, Expense – $2 million with a profit of $192,000. The AR Days for all three facilities – 58; for the hospital only is at 64 days. Plain Dealing Clinic – Revenue over Expense. Revenue –$127,000 Expense – $87,000 with a profit of $9,700. Medical and Surgical Clinic – Revenue over Expense. Revenue – $463,000 Expense – $408,000 with a loss of $131,000. Benton Clinic – Revenue over Expense. Revenue –$27,000 Expense – $21,000 with a loss of $9,500. Self-Funded Insurance – for this month is at $91,000. Comparing to what we did last year, we are under what we spent last year. We were self-funded last year so as long as we under the previous year we are doing good. This month it was at $311,000 and last year it was $360,000.     Pat White made a motion to accept the Statistical and Financial Reports as presented pending the audit. Kenneth Clay seconded the motion.   The vote: yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: None Abstained: None The motion passed.     IX. New Business – 1) Revision of Signatory Authorization at Citizens Bank and Trust of Vivian:   David Jones noted that with finally finding a candidate to fill the Human Resources Director position, we need to take a look at the signatory card. Mrs. Lanell was on that and we know that we will have to revise it. It was never changed from when Mrs. Brenda Smith was the Chair and Robert Green was the Vice Chair. We felt it was time to clean up the signatory authorization at Citizens Bank and Trust for signing of our checks. He would like to add Pam Hughes, the COO, to replace Mrs. Lanell. Also, add Patricia White and replace Brenda Smith with Robert T. Green, Jr. We typically keep the Chair and Vice Chair as authorized signatures. Allyson Allums stated that in order for the bank to make the changes they will need a signed letter from the Board and normally a copy of the minutes. She typed a letter for Robert T. Green to sign and they required a count of the yeas and nays to approve the changes. Once the vote is completed she will record this on the letter and get the signatures submitted. Otherwise they won’t make the changes until the minutes are complete.        Helen Godfrey-Smith noted that normally a resolution that would be signed by the secretary and the Chairman that would outline what the signatories could do. For instance, there could be people on the account that could have access for information but could not sign the checks. The Resolution would say that, not just that a person is on the signatory authorization card but what their role is. Allyson Allums stated that this is for signatory authority only and it is stated as such and that two signatures are required on every check and also access to the safety deposit box. Patricia White stated that is what the bank requires and what they are satisfied with. Allyson Allums stated that only those individuals on the signatory card can sign check or get information on the accounts.   Helen Godfrey-Smith asked who could call the bank and get information on our accounts. Allyson Allums answered that only ones that are on the signatory authorization that is on the account.         Robert Green asked if that was satisfactory and agreeable with the Board. All were agreeable.     Mary Irvin made a motion to approve signatures requested for the signatory authorization cards at Citizens Bank for signing checks. Adding Pam Hughes to replace Lanell Audirsch, and adding Patricia White to replace Brenda Smith. Helen Godfrey-Smith seconded the motion. Mary Irvin requested that Allyson Allums read the names that would be on the signatory authorization card.         Allyson Allums read the following: Robert T. Green, Jr., Patricia White David Jones, Allyson Allums, and Pam Hughes.         Robert Green inquired if there were any further questions. Helen Godfrey-Smith asked if it would be any two of those. Allyson Allums noted that it would be any two of those. Allyson noted that the bank will not process the check if it does not have two signatures. There were no further questions.     The vote: yeas: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: None Abstained: None The motion passed.         Mary Irvin inquired what was in the Safe Deposit Box. Allyson Allums noted there were titles to vehicles and if we have any CD’s they are kept in the box.         2) Tribridge Financial Upgrade:   David Jones stated that the Tribridge Software is what we use to build every account that we have – accounts payable – everything goes through the system. Tribridge is the name of our financial software and we have not updated that in some time and it is getting to the end of life. They are almost forcing us to either upgrade or get rid of it and find another solution that Cerner integrates with. That would be a whole lot more money than upgrading Tribridge. I feel that we are happy with it and would like to upgrade it. He said he will yield to Allyson Allums, CFO, for further explanation.         Allyson Allums stated that right now, if we have a problem with it, which we have had an issue, they have been able to fix it. Since it is at the end of life, they can’t guarantee if it crashes, that they can bring it back up. The cost to upgrade to the new system will be $23, 205. This will give us a lot more functionality than the system that we have because it is upgraded. We can move to a PO system which will allow us to track our invoices and not have a lot of paper floating around– we can do it more electronically. The other system won’t do that. We are excited about that. The upgrade is desperately needed.           Brenda Smith inquired if the amount noted is to purchase the software. Allyson stated that it is to upgrade our system. Brenda Smith asked what kind of support you get with purchasing their software. Allyson stated we get full support just like we do now – if we have a problem they fix it. We are not charged for any of that. It is paid for in your year contract with the company. Helen Godfrey-Smith asked what is the term of that support. Allyson noted that it is for 1 year.     David Jones purchased a separate piece of software that was within his spending limit. He tried to negotiate maintenance, however, we have very little negotiating power with them because they are the least expensive avenue to go.         Helen Godfrey-Smith made a motion to proceed with the upgrade of the Tribridge software and under the terms that they submitted and if we can get more favorable terms by negotiation the motion is inclusive of such terms. Patricia White seconded the motion. The vote: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: None Abstained: None The motion passed.     3) Adoption of Resolution #1 – 2017 providing for Canvassing the Returns and Declaring the Results of the Special Election Held in North Caddo Hospital Service District of the Parish of Caddo, State of Louisiana, on Saturday, December 10, 2016, to Authorize the Levy of a Special Tax Therein.     David Jones noted that we have our first resolution of the year. Resolution #1 – 2017 providing for Canvassing the Returns and Declaring the Results of the Special Election Held in North Caddo Hospital Service District of the Parish of Caddo, State of Louisiana, on Saturday, December 10, 2016, to Authorize the Levy of a Special Tax Therein. This came from our attorneys, Foley & Judell. These results have to be declared.           Pat White made a motion to adopt Resolution #1 – 2017 2017 providing for canvassing the returns and declaring the results of the Special Election held in North Caddo Hospital Service District of the Parish of Caddo, State of Louisiana, on Saturday, December 10, 2016, to authorize the levy of a Special Tax therein. David Norman seconded the motion. The vote: Robert T. Green, Jr., Pat White, Helen Adger, Kenneth Clay, Mary Irvin, David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker Nays: None; Absent: None Abstained: None The motion passed.        X. Administrative Report – 1) NCMC – Current Activities:   Helen Godfrey-Smith stated that it is time to consider if, when and where we would go to hold the Strategic Planning this year. She thought that it was very beneficial last year and she feels this is a process that we must become more astute at and the more we do it the better we will become. She recommends that we consider, if the financial position allows, that we think about it. It doesn’t have to be in March. We need to discuss another Strategic Session. When we get in the new facility it will be more critical than ever that we get good control and a good plan for our future finances. It is good to review from month to month but we need to look a little more forward and anticipate and have a clearer picture of what we are to take care of certain financial commitments that the new hospital is going to bring. The Finance Committee is starting their meetings and this is a proposed set of days they would like to present to hospital leadership. We would like for the Board to reaffirm that they still feel these are the right people listed. Board members proposed – Bruce Walker, Robert Green, David Norman; Staff – David Jones, Allyson Allums, Dakota Robinson, and Pam Hughes. The committee would meet once a quarter. David Jones noted that he personally likes the dates in February and May. February for the Retreat and May for the Budget. He thinks those two dates were critical. And to piggyback on top of these, the committee meetings are something – Dr. Woods is working through the Medical Staff. He noted that there are a lot of regulatory committees, since Med Staff bylaws had not been updated in some 30 years – after revision – there are a lot of committees that should be surfacing to better delineate what is actually happening in certain areas. Many heads are far better than one. There are cases where there are so many committees that all you do is meet- making getting work done almost impossible. Utilization Review, P&T Committees as examples – trying to get those lined out – a task that is huge and can be frustrating. We are taking baby steps and working toward getting back to where we need to be.           David Jones noted that he attended the MLK ceremony on MLK Day. It was outstanding. He requests that maybe some fliers since he has an in to the Chair of that event. Needs to get fliers send out a couple of weeks in advance, he feels the attendance from the hospital will be much stronger. He noted that two of our employees got honored there. He spoke on them – James Martin one of the most deserving to ever get the award and Pam Hughes also received the award. Extremely proud and honored of and for the two them. They are a huge asset to our organization as is the Chair of that event who did an outstanding job once again and this is Helen Godfrey-Smith. We appreciate everything you do. Helen Godfrey-Smith said the nominations come in from the community. Helen Godfrey-Smith said it is a testimony that more people are aware of what this hospital is doing with the building and the image being raised. There are more people that are very much aware of the value of the hospital. Mr. Jones stated that he can’t wait until the front of the hospital is completed. It will be a beautiful addition to the town.           Mary Irvin noted that each Board member needs to respond prior to the next Board meeting. Helen Godfrey-Smith said the pattern is to meet the Tuesday prior to the Board meetings so the Board can take action to present to the Board.

2) Foundation:   Mary Coil, Foundation Executive Director, reported there is a new Chairperson for the Foundation. Mr. Todd Hopkins is the Chair and the Vice Chair is Greg Hall. They begin their positions in January 2017. They are both very strong leaders. Todd is actually one of the founding members of the Board. Served his term and actually came back. This says a lot about his passion for the hospital. She had a meeting with Mr. Hopkins today she is looking forward to his many ideas. It will be a good year.           XI. Medical Staff Report – 1) Recommendations – Allyson Allums: Allyson Allums presented the Medical Staff recommendations for the Governing Board approval:       MEDICAL STAFF APPOINTMENTS : 1.       Adam Sciuk, M. D. – Requests Provisional Privileges in the field of Radiology for the period of January 1, 2017 through January 31, 2018.     2. Kevin Nesbit, M. D. – Requests Provisional Privileges in the field of Emergency Medicine for the period of January 1, 2017 through January 31, 2019.         MEDICAL STAFF REAPPOINTMENTS: 1. Wenwu Zhang, M.D. – Requests Courtesy Privileges in the field of Cardiology for the period of December 1, 2017 through December 30, 2019.       2. Walker May, M. D.- Requests Staff Privileges in the field of Family Practice for the period of January 1, 2017 through January 31,2019.       ADVANCE PRACTICE PROFESSIONALS APPOINTMENTS/REAPPOINTMENT:   1. Kayci Wilson, FNP- Requests Provisional Privileges in the field of Family Practice Nurse Practitioner for the period of January 1, 2017 through January 31, 2018       2.    Kirk Martinson, CRNA- Requests Privileges in the field of Certified Registered Nurse Anesthetist for the period of December 1,2017 through December 31, 2019. 3. Kelly Key, CRNA- Requests Privileges in the field of Certified Registered Nurse Anesthetist for the period of December 1, 2016 through December 31, 2018.         EXTENSION REQUEST – NONE.       VOLUNTARY RESIGNATIONS: 1. Joszi Aldridge, M.D. – Voluntary resigns Courtesy Privileges in the field of Emergency Medicine effective July 01, 2016.   2. Ugochukwu Ike, M.D. – Voluntary resigns Courtesy Privileges in the field of Emergency Medicine effective July 01, 2016.   3.      Michael Weber, M.D. – Voluntary resigns Courtesy Privileges in the field of Emergency Medicine effective July 01, 2016.     4. Patricia Webb, FNP- Voluntary resigns Staff Privileges in the field of Family Nurse Practitioner effective December 27, 2016.            Brenda Smith 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: Helen Adger, Kenneth Clay, Robert T. Green, Jr., David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker, and Pat White. Nays: None; Absent: Mary Irvin, Abstained: None.   The motion passed.         2) Chief of Staff Comments:   Dr. John Woods, Chief of Staff, noted that David Jones pretty much covered all the new tasks and there is no reason to elaborate at this time. There are many committees being formed and a lot of education happening. Helen Godfrey Smith inquired if the committees will primarily be staff to populate these committees. The answer is yes – Department Heads and/or their representatives. Dr. Woods stated that this is all laid out in the by-laws – who and their tasks. These committees were never made so they have to be created.         Appreciation was expressed to Dr. Woods for all his hard work accomplishing this task.       XII. Executive Session – None.       XIII. Adjourn:   There being no further business Kenneth Clay made a motion to adjourn. David Norman seconded the motion. The vote: yeas: Helen Adger, Kenneth Clay, Robert T. Green, Jr., David Norman, Brenda Smith, Helen Godfrey-Smith, Bruce Walker, Pat White, Nays: None; Absent: Mary Irvin, Abstained: None The motion passed.         Meeting adjourned at 6:15 p.m.