by Rebecca J. Passeri
The Bigfork Valley Hospital Board of Directors met for their regular meeting on Aug. 1 but got a late start. Around the table at 9 a.m. were CEO Aaron Saude, Attorney John Licke, Chief Medical Officer Dr. Ed Anderson and directors Dr. George Rounds, Matt Huju, Linnette Davidson, Greg Cook, Anne Collins and Marie Lovdahl. However, this was not a quorum, so the meeting could not begin. Director Heidi Watson had called ahead saying that her vehicle would not start, but she would have it started in about 10 minutes and would arrive shortly.
Not present at the meeting were directors Ken Porter, Karen Springer, JoAnn Krickhahn, Chris Horton and Larry Salmela. Chief Nursing Officer Nancy Probst was not present, either.
While the group waited for Watson to arrive, Rounds talked about the trustee conference that he, Krickhahn and Salmela recently attended in Alexandria. When Watson arrived, Rounds called the meeting to order at 9:27 a.m.
The community comments were opened and district resident Dean Sedgwick wished to speak. This is what he said: “Good morning. I was glad that you got a quorum all of the sudden. I know one of the items that is going to come up is tax levies. I would like to speak very definitely against using tax levies to ameliorate cash flow. I really want you to look very seriously at what can be done in a different direction instead of taking tax levies and applying them to the bottom-line budget cash flow issues. I don’t think tax levies can be sustainable if the hospital only uses tax levies primarily as their entity for helping cash flow improvement Last year, I think the Finance Committee recommended that no tax levies were increased, and yet, when everybody sat down at the table, the board absolutely went the other way and everybody that was on the Finance Committee – I think almost to a person – voted to increase the tax levy. Now, I know it’s not a lot of money but if we don’t start to address this type of an item, we’re not going to get where we need to go. So just remember that and be prudent with what you are doing, because it IS taxpayer money.”
Rounds asked Cook to open the meeting with a prayer and the group approved the agenda and the minutes from the July board meeting and accepted the minutes from a recent medical staff meeting.
Since Springer was not present, Rounds gave the Finance Committee report. He said the committee recommends the approval of the financial report. “We did have a slight profit that month,” he said.
CFO Christine Lokken was next with her monthly financial report for the month of June, which confirmed that there was indeed a small profit. Rounds asked if it was the non-operating costs that brought them back to a positive number. Lokken confirmed that, then Rounds asked what the sources of the non-operating costs were. Lokken said the main source is the retail pharmacy, followed by the rental from Scenic Rivers Clinic, the fitness center, dietary – anything that isn’t patient care.
The board approved the financial report and the accounts payable.
Rounds brought up the need to fill the vacancy on the Financial Committee that occurred when district resident Jack Hillstrom resigned. Rounds said that Krickhahn had indicated to him that she would be interested in filling that vacancy. “She has background in banking and she has attended some of the financial sessions at the trustee conference. I think she is detail oriented and will do a good job,” said Rounds. Attorney Licke asked how many board members are already on the committee, as filling the vacancy with a another board member may create a quorum. Rounds assured him that there won’t be a quorum.
Krickhahn was nominated and unanimously appointed to the position.
The Certificate of the 2017 Proposed Tax Levy was next on the agenda. Rounds explained that there is something new this year, in that the board has the option to propose their final levy at this time, rather than giving a proposed levy now and having until the end of December to change it. CEO Saude said, “We need to submit the proposed levy by Sept. 29, and we have the option whether or not that is our final levy.” Rounds said the Finance Committee will be able to talk about this at their August meeting and present their recommendation to the full board at the September meeting.
Dr. Anderson presented the names of four medical personnel that were credentialed.
The sale of the Coleraine property was on the agenda again this month. Saude said that Edge of the Wilderness Realty has been working on it. He said that Terry Schmidt and Greg Anselmo feel that the appraisal on the property is higher than what they will most likely be able to get for it, “So there will be some market adjustments that they are going to recommend,” he said.
He asked the board how they wanted to handle the situation in the event that an offer was made on the property. “Would you like me to convene a special meeting for that?” he asked. “I just want to make sure that, as we go through this process through a realtor, that I know how you want to proceed in some of those circumstances. Do you just want to me work with Greg and Terry and sell it?”
Cook said, “Well I think if it were to be a terrible offer, you would probably talk to us anyway, right?”
“Right,” answered Saude. “And I think that they do have knowledge of what’s happening in the industry.”
Huju asked, “Is there a legal requirement that we act on the final – and give the authorization to sign the papers?”
Attorney Licke said, “There would have to be an authorization of some sort.”
Davidson commented, “I do think that we should meet – even briefly – before the final sale is done. So that we can approve that.”
Saude, “We would probably call a special board meeting, keeping in mind the time frame. What if there was an offer tomorrow? We probably don’t want to wait a month until the next board meeting.”
Licke said that the title work will most likely go 15 to 30 days out. “So from that perspective, you can’t close it quicker than that. So, as a practical matter, you can sign the agreement and have the closing the next day. So you are probably going to have a monthly meeting somewhere before closing,” he said.
Watson said, “Just based on past experience of buying and selling property, I would rather have a meeting if we get a reasonable offer. That way, there is no question. There is nothing signed without our approval. I think the full board should be in on the decision, because it’s a substantial decision to make. And then we can’t come back and say, ‘Oh. That was too low!’ It might save some misunderstanding and bad feelings.”
Collins made a motion to call a special meeting when there is an offer on the property. It passed unanimously.
Saude gave an update on the Scenic Rivers expansion project. “The brick was torn from the west end of the clinic, the interior remodeling areas were demolished, the walls for the new hallways are up, all the structural beams are in place, the new roof decking is finished, the outside stud walls are in place and insulated, the existing clinic space has been re-roofed, and the interior stud walls are up in the new clinic space,” he said. “I think they are shooting for a mid-October completion date.”
Saude went right into the CEO report, telling about the Health Expo that was held on July 15. “It’s always a good event, with a good turnout,” he said.
He talked a little bit about the Healthtrust University Conference that he attended July 17-19 in Las Vegas and reminded everyone of the awards program that was coming up at Bigfork Valley.
There were several candidates for employee appreciation. Michele Brunder and Chantelle Schminkey were nominated for completing their first aid and CPR classes during their lunch breaks, Kim Heise was nominated for always being willing to assist doctors and nurses whenever necessary and staying after hours to help out, and never complaining, Vance Koppelmann was nominated for his work with the students and Julie Gezin was nominated for performing Home Care RN duties during the recent vacancy in that position.
The board approved these appreciations.
Rounds said that the Governance Committee had lacked a quorum for their last meeting, so they were unable to recommend anything to the board. We did review the board travel policy,” he said. “And I think that it looks good, but we don’t have the recommendation from the Governance Committee. We also looked at the CEO limitations policy and discussed a number of things. We did come up with a question that we forwarded to Russ White, and he responded to it. But I think we will have to go over it at the next Governance Committee, hoping to have a quorum.”
Rounds talked about the board meeting survey results from the July meeting. Some of the comments that board members had said on their surveys were, “Very well-run and exciting meeting,” “I like the format for the education,” “I would think meeting would run better and board members should address the chair to talk instead of talking out of turn,” and, “pray about everything.”
The next agenda item discussed was committee member replacement. Rounds spoke again about there not being a quorum at the Governance Committee meeting. “I would request that, if you are unable to attend the committee meeting, that you find a replacement from the board to attend the meeting so that we don’t lack a quorum,” he said. “And if you could let us know, we could deputize them to come to the committee meeting.”
Attorney Licke said, “That’s stretching it.”
Rounds: I know there is a policy for the executive committee that we did deputize people and it was in the by-laws.
Licke: Well, if it is in the by-laws, you could do it, but you don’t have support right now in the by-laws. That’s why I say that’s stretching it.
Rounds: I thought we did.
Licke: I’m not aware of that.
Rounds: Okay. I will check on that.
Licke: Typically, you can have – if the by-laws provide for a proxy vote. But as far as full proxy for somebody to sit in on a meeting, that isn’t there.
Rounds: I will look at that. We did that for the Executive Committee when we didn’t have a quorum.
Licke: What you might be able to do is through appointment – appoint alternates. That might be the best way to do it.
Licke: What you might be able to do is through appointment – to appoint alternates. That might be the best way to do it.
Rounds: Okay. Why don’t we do that, then.
Watson: Yes. Then we can have one or two alternates that can come in.
Rounds: Okay. So not each person appointing an alternate, but the board appoint an alternate.
Watson said she would be an alternate for the Finance Committee, but it would be a stretch for her because of the 3 p.m. timeline. She would have to know ahead of time so she could make arrangements for someone to pick up her school-age son if it was during the school year.
Licke: Does that create a quorum, though, on the committee?
Watson: No. We keep our committees pretty small and, as you can see, it takes a lot to get a quorum on this board. Most boards are smaller, so you are right on that line all the time.
Saude: But we DO have a quorum with six people, though.
Watson: But if one person is going to be gone – the alternates are only going to be there as needed.
Licke: Still, that begs a question. If you have alternates, it may count toward open meeting law requirements,
Board member Watson asked Attorney Licke if he was sure. He explained, “So, with an alternate you are not at quorum, I would say there is no issue whatsoever. But if you have alternates, presumably – because there is what’s called ‘serial meetings’ – so if one meeting you have one group and the next meeting you have a different group, ALL of them count in terms on acting on an issue as a serial meeting. That’s why it begs the question.
Watson: Is that meetings that are acting consecutively, or is that meetings that are on different days?
Licke: That would include – in any kind of decision – even if you had multiple board meetings, people are involved in the decision, it can be called a serial meeting where you’ve got a majority or a quorum of your board acting in conjunction with that issue. So you have a problem with serial meetings if you have alternates and you have issues carrying over from the meeting.
Rounds laughed and said he was “so confused.”
Licke: Well, all I’m saying is, WITH the alternate on a committee, do you have more than seven?
Huju: That almost precludes the idea of having alternates.
Rounds: Only if – if you are under seven, then you are okay.
Licke: Yes, if you are under seven then you are okay WITH the alternate.
Watson: Some of our committees have that many members, but not all the members are board members.
Licke: That’s not a problem. So your alternate, if they weren’t a board member…
Executive Administrative Assistant Renee Tower looked up the committees on her laptop. There are currently six board members on the Governance Committee – Rounds, Davidson, Krickhahn, Porter, Springer and Watson.
Watson: Ohhhh. There are six.
Rounds: And that’s the one where we didn’t have the quorum.
Licke. So our alternate could be somebody who WASN’T a board member.
Watson: Do we involve them in the voting.
Rounds: Yes. One of our non-board members was absent that day, as well.
Watson: Well, maybe it just goes down to expressing the importance of the committee meetings, to get business done.
Rounds asked if, at the committee meetings, the quorum doesn’t have to be only board members, but consists of all the members of the committee. Licke confirmed that. Rounds then asked how many board members are on the Finance Committee. Tower said there are five, but Saude pointed out that Krickhahn had just been appointed to the committee to replace a non-board member, so now there are six board members on Finance Committee.
Rounds: So we can’t appoint an alternate.
Huju: And that settles that.
Licke: What you could do is put the initial number as less, then just name one as an alternate. What you are really only worried about is seven board members, so if your committee has five board members, then adding one doesn’t make any difference at all. If your committee are fewer members, overall.
Rounds: But we just added one to the Finance Committee.
Licke: There is another option. When you set up your committees, there is a charter for the committees, and you can set quorum requirements. So you can set it as being less, if you wanted to try to do it that way.
Watson: Like a third instead of half?
Rounds: So does the full board do that, or does the committee do that?
Licke: That would be the full board, doing a charter for the committee and setting the procedural rules, one of which would
be quorums and how many are needed for a quorum.
Watson: I guess, personally, I would be okay with that on the Governance Committee, but on the Finance Committee I would want to see a full quorum.
Rounds asked how many total people are on the Governance Committee; Tower answered there are eight. Rounds said, “So we need five for a quorum and we only had four at the last meeting.”
Watson: And if we get a charter, it would be what – three?
Licke: You can set the number of members. The main thing you are trying to do is – if you, as a group, have a quorum of seven members, technically it can be looked at as a meeting of the full board. And then it has to be open, announced, and all of those things.
Dr. Anderson: I think the main thing is, if a member isn’t going to be able to attend, let Renee know in advance and she can reschedule the meeting. Or is there a problem with rescheduling the meeting?
Saude: We just have to post it for three days.
Rounds: At four people, I would be comfortable having that a quorum for the Governance Committee, rather than five. And then they would be able to make recommendations, which the full board still has to approve.
Licke: Yes. Reduce the number on the committee, so that four WOULD be a quorum. So your members would be a total of seven. And then you would have a quorum of four.
Watson, with laugh: I think we can hash this out all day, if we wanted to.
Cook: Everything has to go before the full board anyway. I think it’s good to have less on the committee, and then you won’t have the problem.
Rounds asked if anyone wanted to make a motion for that and Cook did. Collins seconded and the motion to reduce the number of people on the Governance Committee passed unanimously.
Huju interjected his usual bit of humor when he said, “We can’t do that with the board members, though.” There was laughter around the room.
Saude said that he had uploaded an educational piece to everyone’s laptop for them to look at at their leisure. He said it was quite a lengthy document and explained which parts of it would be of interest to the board and talked specifically about some of the points in the piece.
Tower handed out some of surveys, including the board meeting survey. The group spent quite a bit of time filling those out and after several minutes, Rounds asked for the meeting to be adjourned.
The next Bigfork Valley Hospital Board meeting will be held the Tuesday after Labor Day, Sept. 5 at 9 a.m.