The meeting was called to order at 6:0 5 p.m. by David Green.

Present: Julie Woodworth   Bettyann Steciw

Tammy Jones   David Green

Jackie Dentz   Karen Berg-Forrester

Stan Welles   Angelo Hillas

Jay Kennelty

Also Present: Charles Franz, CEO

Charlie Button, CFO

Fred Lau, BOD President

Tom Walpole, Director of Human Resources

Larry Dallas, Director of Support Services

Collette Thompson, KPB Attorney

Chris Moss, KPB Assembly

Janet Higley, Potential SAB Member

Marsha Kinney, Homer Secretarial Services

Mr. Green requested adding Vacancies as Item D under OLD BUSINESS, and changing Item B, under NEW BUSINESS, to be Proposed Changes to SAB Policies and Procedures instead of Code of Conduct.

The agenda was approved as amended.

There were no comments of the audience.

Ms. Woodworth mentioned the second sentence in the third paragraph on page three should read, "Ms. Woodworth said the board members are insured but the insurance would not provide coverage if members do not follow their responsibilities as a board", instead of ".....are insured but the insurance would provide coverage.....".

Mr. Green pointed out in the last sentence of the second paragraph on page three it should read, "She reiterated that the Chairperson should be the only one to speak on behalf of the board", instead of "They reiterated.....". He also mentioned in the first paragraph on page seven it should

read, "She said the process now is for the members to look the information over, ask any questions they may have.....", instead of ".....ask and questions they may have.....".

Ms. Dentz requested changing the last sentence in her comment of the Board to read, " She felt there has been a rebirth this evening and the SAB will go forward", instead of ".....there has been a reborn this evening.....".

Ms. Thompson said she would like to discuss the general principles governing the Open Meetings Act, as well as conflicts of interest, and provided a handout to the members. She said these areas are commonly addressed by public officials at the local, state, and federal level, and this would be a general training opportunity. Ms. Thompson said open decision is an essential part of the board’s function and allows them to be responsive to the general public. Exceptions to the Act are construed narrowly by the courts and the presumption is that any meeting falls within the Open Meetings Act. It requires that meetings be open to the public and that the public is provided notice of the meetings. The Act defines meetings as decision/policy making groups or advisory groups. Meetings of advisory groups can be made up of two or more members, and decision/policy making groups would have more than three members and are prearranged with a minimum of one week notice. Ms. Thompson advised the members to not discuss SAB matters in public, and if they realize they may have crossed this line, they should bring this before the members at the next meeting. She then covered different types of meetings, and the proper approaches to each, with the members asking various questions.

Ms. Thompson then touched on Executive Sessions. She said they must convene by motion during the public meeting, there are certain purposes in the statute that allow for executive sessions, and the members must return to regular session before voting on an issue. Ms. Thompson gave examples of proper and improper board actions regarding executive sessions, and covered concerns and questions from the members.

Ms. Thompson then discussed conflicts of interest. She said state statutes prohibit certain transactions when a person has a substantial financial interest. SAB members cannot enter into a contract with the borough unless they have completed a notice of intent to do business within 10 days of entering a contract or bidding for it. They also cannot participate in decision or vote on a matter in which they have a substantial direct or indirect financial interest. Exceptions to this would be if their pay is not affected by the contract or they do not perform contract duties. Ms. Thompson encouraged the members to contact her with any questions or concerns.

A break was requested at 7:40.

The meeting reconvened at 7:45.

Ms. Woodworth reported the committee met on March 3rd and an update was given on land acquisition. Jeff Sinz, KPB Finance Director, has been informed the hospital would like to start moving on their 20 year plan. He informed them the borough is currently in the process of classifying borough property, such as for future government use, and will keep SPH in mind. Communication has been sporadic concerning the Chow property and one option might be to lease the property for additional parking.

Ms. Woodworth said they reviewed the operating budget, which will be discussed as an agenda item later on in the meeting.

Ms. Woodworth said they discussed funding the architectural cost for construction and the committee is recommending they pull $765,000 from the $4 million currently reserved at the borough. Mr. Green suggested a motion for the SAB to allocate the $765,000 for architectural fees.

Ms. Woodworth reported they also discussed Master Plan funding. They plan to go for bonding for approximately $10 million and approximately $2 million will come from operations, which has been allocated in next year’s budget. She added they are currently working on the proposed verbiage for the bonding.

Ms. Woodworth mentioned there will be an upcoming meeting on March 27th regarding the capital budget.

Mr. Franz reported that at the meeting with Mr. Sinz and Sherry Biggs, the Assistant Borough Clerk, they talked about doing a special election for approval of the bonding request. To keep the time line and the project on track they suggested they have the ordinance for the ballot initiative introduced on April 1st, with a request for a short hearing to have the decision by April 15th. The clerk is then required to do a 60 day notice to the Department of Justice to hold a special election. This would then bring it to approximately mid June to meet the 60 day timeframe. The ballots would then be mailed and there would be three weeks for the ballot to be considered by the public and then returned and counted. It is hoped the Assembly would be able to certify the election on July 8th, which would allow them to advertise and let the contract around mid-August. The design architect could then work through the winter, put the contract out for bid in late spring,

and hopefully have the project start in the construction season in 2004. Mr. Franz added they plan to have conceptual information from Zilm & Company around April 9th, would then present this to the Assembly, and be able to start board and public education.

Governance Committee

Ms. Dentz reported the service pins have been ordered for both the SAB and BOD and should arrive within two weeks. She said they would obtain a bulletin board to display meeting announcements and asked the members of the committee to meet briefly after this evening’s meeting.

Ms. Dentz said they worked on the Code of Conduct, which would be presented under New Business.

Ms. Dentz mentioned they may have a vacant board seat and Janet Higley, who is interested, was present this evening to observe.

Ms. Dentz said they were concerned regarding quality of service for the area when no surgeon was available for a period of one week last July. Because of this they have addressed a letter to the BOD and to the administrator. It states that they respectfully request that the BOD and the administrator insure that scheduling of medical and surgical staff be made available at all times, and especially during high volume holiday weeks during the year. She then asked for approval from the board to forward this on. Mr. Green said he would entertain a motion.

Ms. Dentz presented a copy to Mr. Lau and Mr. Franz.

Secretary

Ms. Jones reminded the members to turn in their mileage reports. She added she had not yet confirmed the minutes, or any pending law suits at the hospital, as she had planned. Mr. Hillas will now act as secretary.

Mr. Hillas mentioned the Governance Committee had asked him to obtain names and addresses of nurses living in the area who do not work at the hospital. He said he had contacted the local legislative office and requested them to obtain this from the State Licensing Bureau. They are currently working on this.

Chairman

Mr. Green mentioned some of the information received from the borough secretary regarding proposed changes to their Policies and Procedures, which was included in their packets, is no

longer appropriate. He said this mainly is in regard to the removal from office portion and Ms. Thompson said she would research this and advise them but he has not yet received any information. He suggested they discuss this issue this evening and th en continue the subject on to their next meeting.

Mr. Green reminded the members to have their responses to the Secretary by the next meeting as to whether they plan to continue to serve for the next term. This will then provide enough time for advertising any vacant seats.

Administrator

Mr. Franz reported both houses of Congress have forwarded the omnibus spending bill to the President and he is happy to announce the President signed it last week. This will now provide some financial relief for hospitals in the next fiscal year. He said they also appropriated $15 million in new funding for the Nurse Reinvestment Act.

Mr. Franz said he has spoken to Mr. Chow regarding his property. They are currently working on a lease arrangement, which may be a straight lease, a long term lease, or lease purchase. Ms. Berg-Forrester cautioned him regarding the differences between a lease option and a lease purchase and offered to advise him.

Mr. Franz reported he is working on a Certificate of Need application, which will have to be included with the application for expansion of the facility. He did not foresee any problems with the approval with the Certificate of Need for AC but they may have a problem with the request for additional beds in LTC.

Mr. Franz said he has a meeting scheduled with Gary Davis on Saturday, who is the new senator for our area from Kodiak. The meeting is set for 1:30 p.m. and invited members to attend.

Ms. Jones said she had heard a rumor that one of the SAB members had contacted a negotiating team member. She asked if this was appropriate and if it had jeopardized negotiations. Mr. Franz said he was surprised to hear that a member had contacted the business agent for the teamsters. He said this is very unusual and the potential was there to jeopardize negotiations but the agent seemed to put it in prospective. He added this could have been considered as unfair labor practice since it was done outside of the negotiating arena and could potentially complicate things. Mr. Green said this is an example of behavior the board would not wish to engage in because of possible problems from the appearance that it may give. Ms. Jones asked if this should be addressed. It was suggested discussing this in Executive Session.

Operating Board

Mr. Lau said the BOD took action on the operating budget and has forwarded it on to the SAB. He said he appreciated being at the meeting this evening and enjoyed Ms. Thompson’s presentation.

Mr. Lau left at 8:20 p.m.

Current Financial

Mr. Button asked if there were any questions regarding the Financial Report , which was in their packets. There were no questions.

Chris Moss, borough Assemblyman, cautioned the members on the conflict of interest issue and Open Meetings Act, and added it is best to follow the guidelines.

This item was covered earlier in the meeting.

SPH Foundation

Mr. Franz said the committee is working on the final stages of the Bylaws and Articles of Incorporation and hope to have them approved by the committee at the end of March. The next meeting date is still to be scheduled.

Sublease and Operating Agreement

Mr. Green said the Sublease and Operating Agreement was passed by the Assembly. Ms. Thompson will work with the SAB and the BOD Governance Committees to address a few concerns regarding phrasing in the Agreement at a later date.

Vacancies

Mr. Green suggested allowing two weeks for advertising vacant seats on the SAB. Ms. Woodworth agreed and thought two weeks would be prudent. Ms. Jones said she considered staying on the board but decided to let her letter of resignation stand and declare seat C open. Mr. Green reminded the members, whose terms will expire in October, to declare their intentions.

Ms. Woodworth reported they had gone over the budget in detail at the Finance Committee meeting and answered questions, along with Mr. Button, from the members.

Mr. Green referred to a copy of the proposed revisions for the SAB’s Policies and Procedures. He suggested starting with Board Qualifications and Terms of Office since it addresses comments made earlier regarding the process to follow for candidates to run for an open seat or be appointed to one. Mr. Green then made suggestions and said he had contacted Ms. Thompson for input but she has not had a chance to respond. Ms. Berg-Forrester commented that since Ms. Thompson had referred to Robert’s Rules of Order, as to the appropriate way for things to be done, they should also use this as their guideline for the proposed changes.

Mr. Green said the remainder of the proposed revisions pertained to conduct of board members. There was some discussion, which included meeting attendance and designated members, other than the Chairperson, speaking informally at gatherings. Mr. Green asked the members to give the proposed changes some thought, and at next month’s meeting they would discuss them and possibly make changes at that time.

Discussion of Meeting Minutes

Detail Desired vs. Required - Mr. Green said all that is required for the meeting minutes is to show who made and seconded a motion, what the motion was, and what the results of the vote were . He said the amount of detail in the current SAB minutes is not required to meet the requirements of the borough clerk but he found them helpful for recalling what was said and the tone of the discussion. Mr. Green asked for input. Ms. Berg-Forrester said she agreed. Mr. Green also mentioned he did not feel it is necessary to make corrections, such as punctuation, unless it materially affects the sense of what has been said.

Documents: Part of Minutes vs. Public Record - Ms. Berg-Forrester asked what the borough clerk had said regarding items handed out at board meetings. Mr. Green said the items are not attached to the minutes for general distribution but are kept in a folder with the minutes and are available to individuals to see.

Draft vs. Revised, Approved & Turn-Around Time - Mr. Green said the taped meeting minutes are processed into a transcript, which is submitted in draft form to the board. The board then makes any necessary changes or accepts the minutes as they are. If there are changes the secretarial service incorporates the changes and they go back to the board. They are then signed by the Chairperson and the Secretary as accepted. Mr. Green said after approval they are posted to the hospital’s web site and also pointed out this may take a couple of months if there are corrections. Ms. McKinney, from Homer Secretarial Services, mentioned that the transcript of the minutes is based on what was actually said on the tapes during the meeting. She asked the members to keep in mind that it may not be what they meant to say but it is what was said on the tape.

When & Where Posted - Mr. Green said after the minutes are approved they are sent to the borough clerk’s office in Soldotna, which is the official repository for the file of the SAB’s minutes. They are also then posted on the web site and there is also an auxiliary file kept at SPH.

There were no comments of the audience and Mr. Green thanked Ms. Higley for her interest and for attending this evening’s meeting.

Ms. Berg-Forrester thanked Mr. Moss and Ms. Higley for attending the meeting this evening and hoped Ms. Higley will join the SAB. She added that Ms. Thompson’s presentation was timely and very well done.

Mr. Kennelty enjoyed Ms. Thompson’s presentation and felt they should get on with what the board needs to do for running the hospital.

Ms. Woodworth thanked Ms. Jones for her service on the board and said she has been a great asset. She thanked Mr. Moss, Ms. Higley, and Mr. Lau for attending this evening, and Mr. Green for his hard work in drafting the proposed changes to the Policies and Procedures.

Mr. Welles concurred with the previous comments made.

Ms. Jones thanked Mr. Moss for attending and said she enjoyed Ms. Thompson’s presentation. She thanked everyone and apologized for leaving the board.

Ms. Steciw said she was unable to attend the public discussion held at the Pratt Museum regarding the hospital and asked if anyone had attended. Mr. Franz said he attended as well as Dr. Bell, Dr. Smith, Mary Lou Kelsey, representatives from the Family Planning Clinic and Seldovia Native Clinic, and some alternative medicine practitioners. He said there were approximately 25 individuals in attendance. He said Dr. Bell and Dr. Smith made some very appropriate comments regarding difficulties small hospitals face with providers coming into the community and taking small pieces of hospital business away. They mentioned how damaging this has been to small hospitals in other communities and has caused some to close. He said there were other discussions on global issues and why there is no universal health insurance. Mr. Welles also attended. Ms. Steciw thanked Ms. Jones for her service.

Ms. Dentz mentioned there had been articles in both newspapers regarding possible action against the hospital and asked if this was true. Mr. Franz said he assumes it is but has not yet been served with complaint papers. Ms. Dentz also thanked Ms. Jones for her service and added they had done a nice job on the budget.

Mr. Green said he appreciates everyone attending and participating in the meetings. He feels everyone has good intentions to serve the community to the best of their ability, and addressing deficiencies in the Policies and Procedures will give them guidance in areas which are not clear.

Ms. Woodworth then stated for the record that if a SAB member did approach any member of the negotiating team for contract negotiations, it is her opinion that this was inappropriate, and if it happens again she would probably make a motion that it is misconduct on behalf of the SAB.

Mr. Green said as a matter of public record he had received notice from the borough attorney regarding a claim filed against SPH. A female patient’s x-rays had been mislabeled causing the physician to fail to diagnose an ankle fracture and delay treatment. She filed a claim for $45,000 for pain and suffering and the claim was settled on February 21, 2003, for $2,000.

Joint BOD/Medical Staff Meeting,   03/19/03 6:00 p.m.,   SPH Conference Rooms

Joint BOD/SAB Finance Committee Meeting,  03/31/03 12:00 p.m.,  SPH Conference Room 1

Joint BOD/SAB Meeting,    04/03/03 6:00 p.m.,    SPH Conference Rooms