BOARD MEETING:  Regular Meeting   DATE:  March 22, 2022    MEMBERS PRESENT:  David Norman, Kenneth Cochran, Michael W. Nation, Sr., Ronnie Festavan, Robert Green, Brenda Smith, Mary Irvin. MEMBERS PRESENT VIA TELECONFERENCE:  None   MEMBERS ABSENT: Pat White.    TIME CALLED TO ORDER:  4:00 p.m.    OTHERS PRESENT: David Jones, CEO, Drew Burnham, Attorney, Dakota Robinson, Brent Leonard, Mary Coil, Foundation Executive Director / Marketing, Britney Stringham, Administrative Assistant.  Via Teleconference: None. LOCATION:  NCMC Café and Via Teleconference – Conference ID 216 803 333 #    BOARD CHAIR:   David Norman   SECRETARY: David Jones   I.  CALLED TO ORDER – David Norman, Board Chair called the meeting to order at 4:00 p.m.     II. Invocation and Pledge of Allegiance – Michael Nation offered the Invocation and Kenneth Cochran led the group in the Pledge of Allegiance.  III. Approval / Amend Agenda – David Norman stated we need a motion and a second to approve the agenda. Robert Green made a motion to approve the agenda. Brenda Smith seconded the motion. There was no discussion. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Brenda Smith, Robert Green, Mary Irvin.  Nays: None.  Absent: Pat White.  Abstained: None. The vote was unanimous in favor. The agenda was approved as presented.   IV. Community Comments – David Norman, Board Chair inquired if there was anyone from the community logged on. There were none.  V. Minutes – Regular Meeting February 22, 2022 – David Norman stated we need a motion and a second to approve the minutes with discussion, if any, to follow. Robert Green made a motion to approve the minutes of February 22, 2022 as presented. Ronnie Festavan seconded the motion. There was no discussion or corrections noted. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin. Nays: None.  Absent: Pat White. Abstained: None.   The motion passed by unanimous vote in favor.    VI. Foundation Report – Mary Coil said we are still moving forward with plans for our Safari for August 27, 2022. We had a meeting today and we are excited about our plans.   VII. Chief of Staff Report – David Jones stated I’m going to have to fill in for the Chief of Staff. He let me know about an hour ago that he would not be able to make the meeting. He said he was going to comment that he felt Dr. Taylor had a good time and that it was a good for the staff to all get an opportunity of let him know he how much he is appreciated. That was what the whole thing was about. Mary puts on a lot of these things that she doesn’t get a whole lot of praise or thanks for. She’s always working late and staying late for the things.    VIII. Old Business – 1) Update on Building Projects: David Jones said I will give a quick update on the building projects.   The Blanchard Building is all but complete. There are still some final punch items that they have to correct.   Benton, I will hold off until the Executive Session to go into where we are at this that project.  2) Electronic Signage Project: David Jones said the sign is complete and done. They are having some problems with the install company. Mary contacted them today.    IX. 1) Review February 2022 Statistics – Dakota Robinson:  Dakota Robinson, CFO, said we’ll start with Admissions. You’ll see Admissions went down slightly when it comes from total admissions from 43 to 39. Swing Bed increased from 8 to 11 so that sort of offset the slight difference we had there in Inpatient Admissions. Looking at Days, we have a new slide. The Average Daily Census actually increased from 10.7 to 11.2. Newborns remain the same.   EMS – You’ll see in EMS that their runs increased and their transports remained about the same.  Surgeries remain steady at 13. The Vivian Clinic – with the two less days in the month did see 1, 853 patients off the high of the past six months of 2,233. They are about 1% down in total for their total patient volume this year. They’ve seen 15,562 patients through eight months.  Plain Dealing Clinic saw 609 patients. They’ve actually increased their total patient volume on the year to almost 5,800 patients and that’s about an 8% increase year to date. Benton Clinic saw 549 compared to 636 the previous month. Theirs is very similar to the Plain Dealing Clinic in percentage of increase. They are right at 6% increase on the year and almost 4,400 patients. The Blanchard Clinic did see 638 patients. It is a decrease from the previous month of 828. They’ve seen 5,600 patients year to date. The Vivian Dental Clinic you’ll see that they more than doubled their patient visits from 63 in January to 136 in February. Dakota asked if there were any questions on the statistics section. There were none.    2) Review February 2022 Financials – Dakota Robinson:  Dakota noted that as we went through the statistics you can see that the Inpatient numbers remained pretty steady when you combine Inpatient and Swing. The cash balance actually increased from the previous months $12.1 million so on the balance we’ve actually seen an increase in total assets and total cash. February Financials were reviewed.  Michael Nation made a motion to approve the Statistical and Financial Statements as presented subject to audit.  Kenneth Cochran seconded the motion. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin. Nays: None.  Absent: Pat White.  Abstained: None. The motion passed by unanimous vote in favor.  X. New Business:  1) Approval of Resolution #5 – 2022 – Issuance of Sales Tax Refunding Bonds:   David Jones asked Dakota to go over Resolution #5. Dakota Robinson stated we have been dealing with this for two Board meetings. We were looking to refinance a $6.2 million bond issued when the hospital was built. A resolution providing for the issuance and sales of Sales Tax Refunding Bonds, Series 2022, of the North Caddo Hospital Service District of the Parish of Caddo, State of Louisiana in the amount of $4,834,000 to Raymond James Financial at a rate of 2.78%. David Norman recognized Ronnie Festavan to speak. Ronnie Festavan asked if this is the one we were working on with another company and I guess we bid it out. Raymond James had the low bid or the best deal, whichever. Dakota replied yes Sir. Ronnie Festavan said we’re accepting that bid basically. Dakota said we accepted their expense bid last month to go ahead and engage them to engage the banks to get proposals from the specific banks. So now we’re actually accepting the proposal from Raymond James to reissue these bonds, pay off old bonds and reissue these bonds at that term. Ronnie Festavan said and do away with the contingency that we had. Dakota replied correct. Ronnie Festavan said thank you. David Norman asked if anyone else had a question. There were none. David Norman stated we need a motion and a second. Brenda Smith made a motion for approval of Resolution #5 – 2022 – Issuance of Sales Tax Refunding Bonds as presented. Kenneth Cochran seconded the motion. The verbal vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin. Nays: None.  Absent: Pat White.  Abstain: None. The motion to approve Resolution #5 – 2022 – issuance of Sales Tax Refunding Bonds passed by unanimous vote in favor.  2) Cost Report Engagement:  David Jones said I will start and then let Dakota take over. For several years I have been wanting to at least shop around the Cost Reports Engagement. Dakota said we’ve boiled it down to one of the larger national accounting firms called WIPFLI.  WIPFLI has a different mindset on it in that when you engage them for a Cost Report you work with a team, specifically one partner that that is all they do, not just Cost Reports, they do Critical Access Hospital Cost Reports.  It’s my recommendation that we do move the Cost Report engagement to WIPFLI instead of Lester, Miller and Wells. Another cherry on top was that the total fee for that engagement was $14,000 for both the Medicaid Cost Report and Medicare Cost Report. That same fee from Lester, Miller and Wells was right at $30,000. It’s about half the cost of the fee. If we do not like or we have a bad experience we can always move it. David Jones said I don’t know if you remember that at one time Cole, Evans and Peterson did our audit and Lester, Miller and Wells did our Cost Report.    Kenneth Cochran said just to add this is going give Dakota a lot of help with a better base to operate from on the Cost Report. That’s just an additional point from what he has already described.   David Norman asked if there was any further discussion. Mary Irvin said I’ll just say that concept for management is something that has been talked about for a while so I think it’s due time for them to have taken action and researched it and it’s a positive step to diversify. David Norman called for a motion and a second. Robert Green made a motion to approve the 2022 Cost Report engagement with WIPFLI as recommended. Mary Irvin seconded the motion. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None.  Absent: Pat White.  Abstain: None.  The motion to approve the engagement of WIPFLI company to do the 2022 Cost Report passed by unanimous vote in favor.   3) 2022 Audit Engagement: David Jones stated on our Audit Engagement that going from Cole, Evans and Peterson to Lester, Miller and Wells was certainly a degree more severe when it comes from an auditing standpoint, which is, in my opinion, a good thing for the organization. They have been tough. I think they’ve done a pretty good job for us.    David Norman asked if there was any other discussion. We will need a motion and a second to continue with our current auditor for the 2022 Audit Engagement. Mary Irvin made a motion to approve Lester, Miller and Wells for the 2022 Audit Engagement. Michael Nation seconded the motion. The vote:  Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None.  Absent: Pat White.  Abstain: None.  The motion to approve Lester, Miller and Wells for the 2022 Audit Engagement passed by unanimous approval.  4) Storage Building Purchase: David Jones said if I could get a motion and a second to purchase a storage build at the corner of West Mary and Pines Street I will engage further discussion on how that came about. Kenneth Cochran made a motion to approve the Storage Building Purchase. Brenda Smith seconded the motion.  It’s a massive need that we’ve had since I’ve been here.  The price is $135,000. It has an appraisal done on it for $240,000 and there’s no way you could build a building that size for $135,000.   David Norman recognized Ronnie Festavan to speak. Ronnie Festavan said I would just like to encourage us and get it on the record if we move forward with that purchase that we do put some money in the budget for some upgrades to it a little bit. I think it needs to be fenced around especially that back area if we are going to store things there. I think it’s a great piece of property on State Hwy. 1.   It has good bones and it’s been around longer than me. Dakota said the roof is good. David Jones said the roof is only eight years old.   David Norman said we are now to a point of voting. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None.  Absent: Pat White.  Abstain: None.  The motion to approve the Storage Building Purchase passed by unanimous vote in favor.   XI. Administrative Report – 1) Pandemic Update:  David Jones said we have a pandemic update.  Our COVID cases have dwindled to record low numbers.  We are seeing about a moderate flu season with influenza going on. It’s certainly not a severe one but we do have numerous cases that have popped up versus the last two years anyway. We’re ready for anything and everything that may happen as best as we can be.    XII. Medical Staff Recommendations – March 2022 Medical Staff Recommendations: Dakota Robinson presented the Medical Staff recommendations for Board approval.  MEDICAL STAFF APPOINTMENTS: None.   MEDICAL STAFF REAPPOINTMENT:  1) John Woods, M.D. – Requests Active Privileges in the field of Emergency Medicine for the period of March 22, 2022 through March 31, 2024.  2) Nicole McCommon, M.D. – Requests Active Privileges in the field of Family Medicine for the period of March 22, 2022 through March 31, 2024.  3) Brent Boudreaux, M.D. – Requests Courtesy Privileges in the field of Radiology for the period of March 22, 2022 through March 31, 2024.  4) Heather Bracey, M.D. – Requests Courtesy Privileges in the field of Radiology for the period of March 22, 2022 through March 31, 2024. 5)  Korey Burgin, M.D. – Requests Courtesy Privileges in the field of Radiology for the period of March 22, 2022 through March 31, 2024.  6) Adam Sciuk, M.D. – Requests Courtesy Privileges in the field of Radiology for the period of March 22, 2022 through March 31, 2024.  7) Robert B Williams, M.D. – Requests Courtesy Privileges in the field of Pathology for the period of March 22, 2022 through March 31, 2024. ADVANCE PRACTICE PROFESSIONALS APPOINTMENTS/REAPPOINTMENT: None.     EXTENSION REQUEST:   None.   VOLUNTARY RESIGNATIONS:  1) Sharif Kershah, M.D. – Requested to voluntary resign his privileges in the field of Radiology effective 03/22/2022.  2) Husein Poonawala, M.D. – Requested to voluntary resign his privileges in the field of Radiology effective 03/22/2022.    David Norman said we need a motion and a second to approve the Medical Staff recommendations.  Brenda Smith made a motion to approve the (7) Medical Staff Reappointments and (2) Voluntary Resignations as presented. Mary Irvin seconded the motion. There was no discussion. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None.  Absent: Pat White.  Abstain: None.  The motion to approve the Medical Staff recommendations as presented passed by unanimous vote in favor.      XII. Executive Session – David Norman said we need to go into Executive Session for a brief time for strategic purposes but before we do that we are going to take time for Mr. Drew Burnham to say good evening. Drew Burnham, attorney, said let me introduce myself. I’m Drew Burnham, an attorney with Cook, Yancey, King & Galloway in Shreveport. I’ve been practicing there for about six years. This is an exciting opportunity to represent the hospital. I will answer any questions you might have. My time at Cook, Yancey, King and Galloway has been as commercial litigation and transaction work, but it is a very varied practice.  David Norman said he was recommended by Mr. White so I think he will work out. David Norman said we are going into Executive Session for Strategic Planning purposes. I would entertain a motion and a second. Robert Green made a motion to enter into Executive Session. Ronnie Festavan seconded the motion. The vote:  Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None. Absent: Pat White. Abstain: None.  The motion passed by unanimous vote in favor of entering into Executive Session for the purpose of Strategic Planning.   The Executive Session was entered into.   No action was taken during the Executive Session. Ronnie Festavan made a motion to enter back into regular session. Robert Green seconded the motion.   The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None. Absent: Pat White. Abstain: None.  The motion passed by unanimous vote in favor.    XV. Adjourn – There being no further business Ronnie Festavan made a motion to adjourn. Robert Green seconded the motion. The vote: Yeas: Michael Nation, Ronnie Festavan, David Norman, Kenneth Cochran, Robert Green, Brenda Smith, Mary Irvin.  Nays: None.  Absent: Pat White.   Abstain: None.  The motion passed by unanimous vote in favor to adjourn the meeting. The meeting adjourned at 5:49 p.m.

 

North Caddo Hospital Service District

North Caddo Medical Center

Vivian, Louisiana

 

 

____________________________

David C. Jones, Secretary

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