Los Medanos Community Healthcare District

Los Medanos Community Healthcare District

Board Meeting

Monday, September 10, 2007

6:30 p.m. Ð Board Room

1. Call to Order

The regular meeting of the Los Medanos Community Healthcare District Board was called to order by President Marilyn Condit at 6:30 p.m.

2. Roll Call

Present: Marilyn Condit, President

Eva Vera, Vice President

Joe Rubi, Secretary

Jess Reyes, Treasurer

J. Vern Cromartie

Absent: None

Also Present: Colin Coffey, Attorney

Barbara Kee, Secretary

3. Approval of Minutes of the Board Meeting of August 13, 2007 Ð Action Item #070901

Director Cromartie requested that Page 5, Paragraph 4, be changed to reflect that ÒDirectorÓ Cromartie volunteered to chair this subcommittee. Director Reyes noted on Page 2, Paragraph 3, Ms. ÒRubiÓ should be changed to ÒBurkeÓ. President Condit pointed out that Page 6, Item 13-a, the word ÒdefibrillatorsÓ is misspelled.

Director Reyes moved to approve the minutes of the July 9, 2007 meeting, as corrected. Director Condit seconded the motion. The motion was approved by the following vote:

Ayes: Directors Vera, Condit, Reyes, Cromartie

Noes: Director Rubi

Absent: None

Abstain: None

4. Public Comments

¯ Mike Lengyel, member of the public, commented that he attended the September 5 Grant Review Ad hoc Committee Meeting, in which he believed he was a member. Director Reyes questioned his participation at the meeting.

President Condit stated that she understood Mr. LengyelÕs presence at the meeting was as a member of the community.

Director Reyes stated it was his understanding this is a Board Committee, and he questioned if Mr. Lengyel was a member of the committee. He asked the DistrictÕs attorney if the Bylaws permit a member of the public to actively participate on a Board committee.

Colin Coffey stated that the District has historically appointed two or more members of the Board to serve on a standing committee. The other type of committee the District has historically maintained are ad hoc committees in which Board members are inter-mixed with members of the community. Community members are allowed to participate at these meetings. He would recommend going back to the origination of this committee to verify who was appointed.

President Condit stated that the intent of this meeting was to review the Grant Application Guidelines without making any decisions, and according to the attorneyÕs comments, because this was an ad hoc committee meeting, members of the public were entitled to provide input.

Mr. Lengyel stated that in the past, recommendations were compiled by every member of the committee, and these recommendations were brought before the Board for consideration and action. He urged that the Board consider changing the agenda to its previous format. He further urged that the attorney be present at all Board meetings.

¯ Mr. Bruce Croskey, member of the public, discussed the BoardÕs involvement with the dental project on the school campus. The law has recently changed to require that all students be certified by a dental examination their first year. This could result in the clinic becoming very overcrowded; therefore, he would like to encourage the Board to reevaluate its position relative to the clinic and consider a Board-sponsored program with a dental hygienist to go from school to school to assist with the examinations.

It was the consensus of the Board to take this information under advisement.

_ _ _

5. Financial Report

Director Reyes called attention to the check register, noting the following payments: John Muir Health for the quarterly Service Fee; final payment to Terry Woolery for Professional Accounting fees; some remaining Fitfest expenses; and registration fees for the upcoming ACHD Workshop. He noted that under the revenue portion of the Budget $22,916.09 was received for the annual Redevelopment Fees Pass Through from City of Pittsburg, and $30,000 was received in July for the Kaiser Grant.

The District has received the Audit for FY 2005-06, and there were no discrepancies or irregularities.

Director Reyes announced a Finance Committee Meeting next Friday, September 14, and urged attendance by those appointed committee members.

a) Accounting Policies and Procedures Ð Director Reyes stated that the Accounting Policies and Procedures require that the Financial Report be accepted and approved by the full Board. President Condit asked that the Financial Report be shown as an action item on future agendas.

Mr. Lengyel addressed the Board and suggested that specific language be added to the procedures to require that all hires and all contracts must come to the Board for approval. This request was noted.

Agreement with Arlene K. Mose, CPA Ð Action #070803

President Condit asked Ms. Mose to discuss her duties under her proposal.

Ms. Mose stated one of her goals is to help each Board member to better understand the financial reports and accounting terminology. Secondly, she would like to assist the bookkeeper in getting the financial reports in a slightly different format in order to get a clear financial picture. Ms. Mose stated that she is in agreement that recording the financial reports in the minutes is important. Also, she believes any overlap between Ms. Burke and herself would be to provide a checks and balance and assure that there are no errors. She pointed out that one of her responsibilities is to get reports and schedules ready for the auditor.

Following additional discussion, Director Reyes moved to approve the contract with Arlene K. Mose for accounting services for the Los Medanos Community Health Care District for the period from July 1, 2007 through June 30, 2008. Director Condit seconded the motion.

Director Cromartie commented that his only concern in approving this proposal is there was no one invited to compete for this contract.

Attorney Colin Coffey clarified that professional services are not subject to competitive requirements in this district.

President Condit called for a vote on the motion, and the motion was approved by the following vote:

Ayes: Directors Vera, Condit, Reyes, Cromartie

Noes: Director Rubi

Absent: None

Abstain: None

Attorney Colin Coffey suggested that the Board consider adding to Ms. MoseÕs contract the responsibility of reviewing the Accounting Policies and Procedures. He added that certain responsibilities, i.e., personnel and threshold issues, are part of what an agency does when it delegates authority to management.

7. Review of Bylaws and Grants Policies Ð Colin Coffey

Director Reyes stated that he asked that this item be scheduled for discussion because he would like clarification regarding Article V Ð COMMITTEES, and specifically, the differences between standing committees and ad hoc committees. He would propose that standing committees be open to all members of the Board.

Attorney Colin Coffey clarified that the Brown Act suggests that only two Board members be appointed to serve on a committee, and members of the public are invited to attend, but not to participate on the committee. If a committee is established whereby more than a quorum shows up, these meetings should be noticed as Board meetings or non-action Board study sessions.

Mr. Coffey stated that in his opinion, if an ad hoc committee has been meeting for more than one year, it should no longer be considered ad hoc. However, if it is a citizensÕ committee, this may go on indefinitely. Therefore, the Board needs to decide whether the Bylaws adequately address the situations it would like covered as a Board delegating authority to committees.

Director Reyes requested that the attorney review the language in this section of the Bylaws and present a proposal for the next Board meeting.

8. Ad hoc Committee Recommendations Re: CEO/Executive Director Position and Process for Recruitment Ð Action #070903

Director Cromartie stated that he was appointed to chair an ad hoc committee to draft a job announcement, and he was expecting Frank Puglisi to contact him to give him some dates when he was available. However, Mr. Puglisi only contacted him concerning an interview with Milt Camhi as a prospective candidate.

President Condit stated it was her understanding that Director Cromartie would be given two weeks to establish a committee to work on the recruitment process for Executive Director. One of the candidates was Milt Camhi. This committee was going to advertise and search for alternative candidates.

Director Cromartie stated the only thing he was authorized to do was to meet with the attorney and Mr. Puglisi to create a job announcement. The interview with Milt Camhi was already in process, and Director Cromartie was trying to slow down the process in order to meet with all prospective candidates.

President Condit requested that Director Cromartie continue with the assignment of establishing a committee to draft a job announcement and bring this back for review at the next regular Board meeting.

Attorney Coffey pointed out that most public agencies appoint a two-member ad hoc subcommittee to interview and screen candidates prior to full Board approval. This meeting would not require public notice and would not be subject to the Brown Act.

Bruce Croskey, former Board member and member of the public, addressed the Board stating that in his opinion, it is time for the Board to reevaluate its position in the organization and appoint an Executive Director to take care of the daily minutia. In his opinion, this would allow the Board to deal with greater issues and future plans and objectives.

Mr. Croskey commented that several years ago, the Board was floundering, particularly around the time of the LAFCO review in 2003. It was determined that the District needed a manager and to align itself with the County. As a result, LMHD became one of the great success stories in the State, and Òthe recovery of Los Medanos Health Care District set the bar very highÓ. Therefore, he suggested that in looking at this position as a hire, the Board consider the issue in tandem with the strategic alliance with the County.

9. Ad hoc Committee Recommendations for 07-08 Grant Programs Ð Action #070904

President Condit outlined the proposed changes in the Guidelines. The committee based the proposed revised Guidelines on the success of the previous Guidelines, and therefore, the changes are minor.

Director Rubi mentioned some of the previous successful direct service projects were the Loaves and Fishes program, as well as the drug program. He clarified that the term Òdirect servicesÓ assures that the money goes toward the people in need, and not to pay the staff.

Director Cromartie stated he would like to see a cap written into the Guidelines. He commented that he is concerned that this proposal would fund organizations that already receive government funding.

Director Reyes commented that he has a problem with the term Òdirect servicesÓ for such programs as Loaves and Fishes and Stoneman Village as these are federally funded projects, and he does not believe they are consistent with the LMHD grant criteria. He agrees, however, with the provision that grants awarded shall be for one year of the project, and following a mid-term and final report, an organization may apply for another year.

The Board discussed what category of committee the Grants Committee falls under, as well as which Board members would serve. Attorney Coffey clarified that if it is determined this is a full Board committee, it should be noticed as a Board Study Session.

It was moved by Director Rubi, seconded by Director Vera, to approve an allocation of $100,000 for the 2007-08 Grant Programs. The motion was approved by the following vote:

Ayes: Directors Rubi, Vera, Condit, Reyes

Noes: Director Cromartie

Absent: None

Abstain: Director Reyes

10. Authorization to Hire Events Coordinator

President Condit reported that the subcommittee has reviewed and screened eight resumes for the position of Events Coordinator, and would like to interview four applicants. One of the responsibilities of the successful candidate will be to develop a Fitfest budget and bring this before the Board for approval at a subsequent meeting.

It was moved by President Condit, seconded by Director Vera, to approve an expenditure of not to exceed $10,000 to hire an Events Coordinator who will develop a budget for Fitfest.

Director Cromartie requested that the President propose to the Fitfest Committee to hold some of their meetings on Fridays to allow him to participate.

Mike Lengyel addressed the Board and thanked Directors Condit and Vera for their work on this committee. He pointed out that Antioch received a $150,000 planning grant from John Muir Mt. Diablo Community Health, and he believes $10,000 for the Events Coordinator is a reasonable amount.

The motion was approved by the following vote:

Ayes: Directors Rubi, Vera, Condit, Reyes

Noes: Director Cromartie

Absent: None

Abstain: None

11. Petty Cash, Credit Card for Office Supplies and Services Ð Action #070806

The Accounting Procedures allows for a Petty Cash Fund. Also, there is a Staples credit card for office supplies. The issue of a District credit card for larger expenses associated with District activities, such as Fitfest, was discussed.

It was moved by Director Reyes, seconded by Director Vera, to approve maintenance of a revolving Petty Cash Fund in the amount of $250. The motion was approved by the following vote:

Ayes: Directors Rubi, Vera, Condit, Reyes, Cromartie

Noes: None

Absent: None

Abstain: None

Attorney Coffey explained that most public agencies maintain a credit card for administrative purposes, and he suggested that the Board ask the accountant to provide a procedure for maintenance of a District credit card.

It was moved by Director Reyes, seconded by Director Vera, to obtain a recommendation from the accountant for the establishment of a District credit card with appropriate internal controls. The motion was approved by the following vote:

Ayes: Directors Rubi, Vera, Condit, Reyes, Cromartie

Noes: None

Absent: None

Abstain: None

12. Webmaster Services Ð Action #070907

Several attempts have been made to communicate with the current Webmaster. Director Reyes volunteered to follow up with the appointed Webmaster and report back at the next Board meeting.

Michael Lengyel suggested that the Board consider including a Webmaster Report on future agendas. This suggestion was noted for consideration by the Board.

13. Reconsideration of Board Action Re: Proposal to Purchase Death Certificates Ð Action #070808

Director Cromartie requested to table this matter until the next Board meeting. This was agreeable to all Board members.

14. Reclaim Original Contracts from Executive Director Ð Action #070909

Director Rubi requested that any outstanding contracts in the possession of the previous Executive Director be returned to the office.

It was moved by Director Reyes, seconded by Director Cromartie, to direct the staff to reclaim any outstanding contracts from the Executive Director. The motion was approved by the following vote:

Ayes: Directors Rubi, Vera, Condit, Reyes, Cromartie

Noes: None

Absent: None

Abstain: None

15. Board Comments

a) Director Vera inquired regarding ownership of the building that will house the dental clinic. Director Rubi was directed to request an update from Connie James at Bay Point and report at the next Board meeting.

b) President Condit suggested that the Board authorize her to select an appropriate gift in recognition of Frank PuglisiÕs service to the District. It was the consensus of the Board to authorize the President to select an appropriate gift and card in recognition of Mr. PuglisiÕs service.

c) President Condit noted a presentation at the upcoming ACHD Conference on defibrillators, and urged those Board members who were attending the conference to attend this presentation.

d) President Condit requested approval for some office renovation, i.e., paint and furniture. It is requested that the staff obtain some bids and that this matter be scheduled for consideration at the next Board meeting.

f) Director Reyes urged that the Board read the mid-term report of John Muir. It is his opinion there are no hard facts to support findings in the report. The John Muir program will be scheduled for consideration at the November Board meeting.