JOINT GHI-BOCC MEETING

FEBRUARY 22, 2011

5:30 PM

CAPITAL REGIONAL MEDICAL CENTER

GADSDEN MEMORIAL CAMPUS

1. CALL TO ORDER: BOCC Chair Taylor & GHI Chair McMillan

Bocc – Commissioner Sherrie Taylor, Chair P

Commissioner Gene Morgan, Vice Chair P

Commissioner Brenda Holt P

Commissioner Doug Croley P

Commissioner Eugene Lamb P

Mike Glazer, Assistant Co. Attorney P

Nicholas Thomas, Clerk of the Courts P

Johnny Williams, County Administrator P

Jean Chesser, Deputy Clerk P

GHI -- Craig McMillan, Chair P

Herb Sheheane, Vice Chair P

Dr. Charles Kent P

Sen. Fred Dudley P

Ms. Shelia Atkins A

Scott Whitehead P

Jimmy Suber (Present via phone)

Meeting called to order at 5:40 PM BOCC Chair Taylor

GHI Chair McMillan requested Item # 5 be heard first and Agenda was amended accordingly.

ITEM 5 –DISCUSSION OF EMS TRANSFER PROTOCOLS – DR. JOSE SANTANA, EMS MEDICAL DIRECTOR & DON CRUM, EMS CHIEF

Dr. Santana addressed the Boards jointly – review all protocols for EMS as well as change to some medications on ambulances. Educational curriculum for EMS employees. Stroke training for patients being taken immediately. Patient Transport Protocol report distributed to all commissioners for informational purposes – Code levels 1,2,3,4. Basic clarification of protocol

Discussion by Commissioners

2. AMENDMENT TO ARTICLES OF INCORPORATION BYLAWS OF GHI, INC. (Assistant County Attorney Mike Glazer)

Mike Glazer explained changes need to be made to the By-Laws, and if acceptable be presented for vote by GHI – If approved by GHI will then be presented to BOCC for action/vote.

To save county money, Mr. Glaze recommended not require separate audit be done on hospital separate from County audit. Article of Incorporation reviewed by Mr. Glazer with changes that non-leased space available in the Hospital (excluding all leased space with CRMC) be available for other medical interests wishing to do medical services in the facility – all of which must meet all requirements as specified by GHI/County. Soverign Immunity changes suggested (page 3). Delete article requiring financial statement (bottom pg 6)

Senator Dudley questions to Mr. Glazer on GHI powers as stated in Article of Incorporation and Mr. Glazer’s explanation.

Commissioner Croley Questions on future role of GHI Board regarding operations, etc of hospital. Said GHI Board needs to stay in tact. Mr. Glazer comments –

Clerk Thomas explanation of hospital costs included in County’s audit.

Additional Commission Comments -- Clerk Thomas should remain as the Registered Agent for the County on financial issues with GHI/Hospital.

Commissioner Holt said she feels an independent audit needs to be done – in favor of independent audit. Wants more people dealing in medicine to be on the GHI Board.

Senator Dudley on annual reporting from GHI Board to BOCC on financial status –

Craig McMillan response to Commissioner Holt on Sovereign Immunity

Chair Taylor – GHI Sovereign Immunity remain as is for now and Co. Administrator to check on sovereign immunity for all boards dealing with County – are all boards included under Sovereign Immunity. She also agreed with Comm Croley and Comm Holt that all types of charges as discussed/associated with hospital goes through the Clerk’s Office.

Mr. Glazer reviewed all proposed changes to By-Laws, Articles of Incorporation.

Clerk Thomas’ comments concerning audit that will be performed by Purvis-Gray as they have determined they should be audited.

Additional BOCC comments -- Commissioner Croley wants at the very least, an annual report regarding the overall operations with CRMC and that the GHI Board is reviewing all of these issues. Commissioner Morgan – everything needs to be simplified as much as possible. It is essential that the public understand the need for the GHI Board and their association with CRMC. Feels audit as being performed by Purvis Gray is appropriate.

Comments by Senator Dudley on future role of GHI Board.

Comments from Commissioner Lamb

Comments by Chair Taylor – needs to use term may in by-laws that there will be an audit.

Mr. Glazer said requirement for independent audit SHOULD BE be removed.

A. Action by GHI Board—

UPON A MOTION BY GHI BOARD MEMBER DUDLEY/SHEHEANE TO REFLECT CHANGES OF ARTICLES OF INCORPORATION AS PRESENTED TONIGHT BE APPROVED, THE GHI BOARD VOTED 6-0 IN FAVOR OF THE MOTION.

UPON A MOTION BY GHI BOARD MEMBER WHITEHEAD/SHEHEANE TO REFLECT CHANGES TO THE GHI BYLAWS AS PRESENTED TONIGHT BE APPROVED, THE GHI BOARD VOTED 6-0 IN FAVOR OF THE MOTION.

B. Action by BOCC-

UPON A MOTION BY BOCC COMMISSIONER CROLEY/LAMB TO APPROVE ARTICLES OF INCORPORATION WITH CHANGES AS PRESENTED TONIGHT, THE BOCC VOTED 4-1 IN FAVOR OF THE MOTION. MOTION CARRIED 4-1 WITH COMMISSIONER HOLT VOTING AGAINST MOTION.

UPON A MOTION BY BOCC COMM LAMB/CROLEY TO APPROVE BYLAWS WITH CHANGES AS PRESENTED TONIGHT, THE BOCC VOTED 4-1 IN FAVOR OF THE MOTION. MOTION CARRIED – PASSED 4-1 WITH COMMISSIONER HOLT VOTING AGAINST MOTION.

3. UPDATE ON CAPITAL REGIONAL MEDICAL CENTER – GADSDEN MEMORIAL CAMPUS -- (Bud Wethington, CEO, CRMC)

Mr. Wethington 9300 patients from end of June – end of December – ER satisfaction runs at least 90% at all times. 2011 will see somewhere between 15-16,000 patients. Needs community support and CRMC is bringing assets to the community, can’t operate hospital as wanted without specialist, etc. Trying to get those physicians to come here. Interest has to be rekindled after hospital being shut down for 5 years. It’s all about saving heart – saving lives. Asked BOCC to consider sprinkler system out front.

Commissioner comments – need for specialists – what is being done on this by CRMC—resources to bring powerhouse to the hospital is something the GHI Board will also be looking at. Does projected number of patients for 2011 in line with costs as CRMC previously thought they would be. Mr. Wethington explained Payor mix is about the same as seen at CRMC in Tallahassee.

Commissioner Morgan – BOCC needs to do everything they can to continue striving to promote the hospital within the county and the surrounding counties – would be a good investment for the County.

Comments suggestions by Mr. Marlon Hunter, Administrator of County Health Dept. Comments from Maximo Martinez, Health Council, Howard McKinnon spoke as Chairman of Health Council on the issue of $200,000 for possible purchase of mobile unit for Health Council in the County. Administrator to check into balance of funds from the $400,000 as discussed by Mr. McKinnon and report to the Board.

4. USE OF FORMER URGENT CARE SECTION & OTHER UNUSED SECTIONS OF THE GADSDEN MEMORIAL CAMPUS BUILDING (Craig McMillan, Mike Glazer, Clyde Collins) &

5. OPEN DISCUSSION

Chair McMillan comments on marketing for the use of the facility building – asked Chamber to be involved –Discussed $400,000 approx left from indigent sur-tax -- $140,000 for Helipad Leaving about $260,000. Wants direction from BOCC as to how the Board would like GHI to proceed.

Comments from Mr. Glazer on all facets and Funds from Indigent Surtax cannot be used for EMS to occupy urgent care center – must be physician.

Mr. Glazer explained “time share” concept for possible consideration in bringing physicians/specialists into the facility.

Commissioners comments – Holt/Croley wants to see business plans before making any type of decision. Wants to hear more back from GHI Board and Mr. Glazer. Commissioner Morgan may behoove GHI Board to talk to other hospitals on this issue and would rather see the facility build out. Commissioner Taylor’s comments on best way to proceed in determining best route to take in use of rest of facility –

County Administrator to look at cost of moving EMS, and cost of building out rest of facility.

Maximo Martinez has interested groups wanting to lease space – has groups that have state funding to pay lease.

Dr. Kent – very hard and difficult to get specialists to come out and stay in Gadsden County. Specialists see the need but it is a challenge because of economics. Would be great to have couple internists and couple of general surgeons.

Clerk Thomas explained the $400,000 left – some was given to various needs – about 66,000 goes out monthly on debt service, etc. He said the Court approved $4 MILLION AND APPROX $3.3 MILLION HAS BEEN USED. CCBC REP Randy Popel EXPLAINED 7.6 MILLION IN TRUST AS OF YESTERDAY – STAYED CONSERVATIVE -- Interest investment income will go to CRMC.

Commission discussion and Mr. Glazer response. Comm. Holt may wish to find out if Ron Sachs would be interested in the advertisement for physicians, etc. Chair Taylor said there needs to be more direction on the use of the Urgent Care area.

Senator Dudley left meeting at 7:35

7. ANESTHESIA MACHINE LEASE EXTENSION (GHI Board only – Craig McMillan)

Ghi Chair explained anesthesia equipment has been leased to Tallahassee Memorial Hospital at a cost of $200.00 per month and TMH has expressed desire to extend lease for an additional year at the same rate.

MOTION BY GHI BOARD MEMBER SHEHEANE/DR. KENT TO APPROVE THE EXTENDED LEASE FOR ONE ADDITIONAL YEAR AS REQUESTED, THE GHI BOARD VOTED 5-0 IN FAVOR OF THE MOTION.

Chair Taylor said there needs to be another meeting to discuss the available space for lease in the facility – Need more information from GHI Board and the County Attorney before making any type of decisions on how to move forward with this issue.

8. ADJOURNMENT

THERE BEING NO FURTHER BUSINESS TO COME BEFORE THE BOARDS AT THIS TIME, THE MEETING WAS ADJOURNED AT 8:00 PM.