the community health center board of directors · the community health center board of directors...
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The Community Health Center Board of Directors
Building an Effective Board of Directors
Jennifer Genua-McDaniel, BA (Hons), CHCEF
Kenny McMorris, MPA, COO
©2013 Health Center Association of Nebraska HCAN is supported in part by a cooperative agreement from the Health Resources and
Services Administration’s Bureau of Primary Health Care, award#U58CS21504-01-02.
Jennifer Genua-McDaniel
Governing Board Handbooks 1. HRSA/BPHC 2000
2. NACHC-Governing Board Responsibilities and How
to Do Them
New and Experienced Board Members
Introduction
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History of CHC Movement
• 1960’s War on Poverty • 150 CHCs established by early 1970’s
• Program continued to grow, then experienced “ups and downs” over next 20 years
• Move toward self-sufficiency, local governance, “survive as a business”
• Significant growth since 1995 • President Obama considers CHC Program part of
his healthcare reform strategy
• 2013-more than 1,200 CHC’s with more than 8,000 locations
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Part One
Building an Effective CHC Board
of Directors
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Why Have a Governing Board?
• Like any business, need to govern the corporation
• Community-based corporation needs links to the outside community
• It’s the law
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What Does It Mean to Govern?
1. Define & Preserve the Mission
• Mission Statement • Understand, Commit To and Clarify the Mission • Set Goals and Objectives to Carry Out the Mission
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What Does It Mean to Govern?
2. Make Policy • Personnel • Financial • Clinical/Quality Improvement (QI) • Operations
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What Does It Mean to Govern?
3. Safeguard the Assets of the Center • Fiduciary Responsibility • Center Finances, Budget, Annual Audit, Facility • To some extent: Personnel (CEO)
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What Does It Mean to Govern?
4. Select, Evaluate and Support the CEO • Clear concise position/job description • Evaluate according to the document • Trust that you have made the right decision by
letting the CEO do his/her job
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What Does It Mean to Govern?
5. Monitor & Evaluate Center & Board Performance
• Are we meeting our mission? • Financial reports, clinical measures, patient satisfaction
surveys, focus groups, program expectations, program requirements
• Annual Board Self-Evaluation • Meeting your responsibilities • Interaction with CEO, community, each other • Board (not center) goals, status of board training
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What Does It Mean to Govern?
6. Strategic Planning • 2-5 years out • Keeping an eye on the future and preparing for it • Periodic formal retreats • Written goals and objectives • Implement the plan • Periodic evaluation and reports
• Effective and realistic strategic plans enable the board to
successfully face and make the “tough” decisions
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What Is Your Job as a Board Member?
• The Duty to Care • Be careful and prudent when making decisions
• The Duty to be Loyal • Never purposely do anything that could harm the
center-conflict of interest
• The Duty to be Obedient • Openly voice your opinions, but then back the
decision of the board. Seek consensus
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Part Two
The Nuts and Bolts of Board
Membership
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Internal Relationships & Functions
• Goal of this Section: Increase Board Teamwork & Effectiveness
• The ABC’s of how a board should function
• Direct correlation between center effectiveness and how well and efficiently the board operates
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Board Size
• Appropriate to meet the mission • 9-25 members • Too Few = overload • Too many = unmanageable
• Represent all segments of the community
• Represent all necessary expertise
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Board Eligibility
• 51% must be consumers of health center services
• No more than half of the non-consumer members can earn more than 10% of their income from health care industry
• Board must reasonably represent the demographics of the service area
• Employees, spouses, other relatives cannot serve on the board
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Board Member Selection
• Sources of new and replacement members • Nominating Committee • CEO & other senior staff • Junior staff members who have daily contact with
patients
• Board member “position description”
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Board Member Tenure
• Not set forth in law or regulation so must use “best business practices” • Three year terms with staggered rotation • Two consecutive terms with one year hiatus • Ex-officio members
• Board member “position description”
• Persons serving on committee but not full board
• Rules for removing members contained in by-laws
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Conflict of Interest
• Board approved policy include provisions that prohibit conflict of interest by board members,
employees, consultants, and those who furnish
goods or services to the health center.
• No board member shall be an employee of the
health center or an immediate family member of an employee.
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Conflict of Interest
• Must have written standards of conduct governing the performance of its
employees engaged in the award and administration of contracts
• No health center employee, board member, agent or vendor may
participate in the selection, award or administration of a contract support
by Federal funds if a real or apparent conflict of interest would be
involved. Such a conflict would arise when a health center employee,
board member or agent, or any member of his or her immediate family,
his or her partner, or an organization which employs or is about to employ
any of the parties indicated herein, has a financial or other interest in the
firm selected for an award.
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Conflict of Interest
• The board members, employees and agents of the health center grantee shall neither solicit nor accept
gratuities favor or anything of monetary value from
contractors or parties to sub agreements. However, recipients may set standards for situations in which
the financial interest is not substantial or the gift is
an unsolicited item of nominal value
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Board Officers
• Chairperson • Promote teamwork and decision by consensus • Act as liaison between CEO (representing staff
and volunteers) and board • Major resource for the CEO in all aspects of
planning • Facilitates board meetings • Assigns other members to committees and
delegates tasks effectively
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Board Officers
• Vice Chairperson • Backs-up the Chairperson in his/her absence • Often takes on special assignments, such as one
time projects and ad hoc committees • Constantly stays abreast of current issues and
operations in case short or long term replacement becomes necessary
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Board Officers
• Secretary • Minutes of each board meeting (legal
documents) • Clerk/typist may assist
• Attendance • Make remedial recommendations regarding non
excused absences
• Meeting reminders
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Board Officers
• Treasurer • Ensure accurate financial records are kept • Annual audit • Annual budget • Monthly reports to the board & assistance in
interpretation
• Chair of the Finance Committee
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Committees of the Board
• Standing • Finance, Personnel, Quality Improvement (QI) • Executive
• Board Officers & committee chairpersons
• Compliance? • Strategic Planning
• Ad Hoc (temporary) • Established for a specific purpose then disbanded
• Nominating, grievance, CEO search, CEO evaluation
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How Board Committees Work
• Point of having committees: save time and streamline effort
• Study reports and issues and report/make
recommendations to the full board • Committees have no power to make policy • Full board should debate recommendations before
voting (avoid rubber stamping)
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Committee Work: Finance
• Meet monthly, usually just before the full board meeting, including same day
• Committee members do NOT have to have financial experience, just desire to learn, understand and ask questions
• Should receive monthly reports prepared by CFO and reviewed by CEO • This is what the committee then provides to full board
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Committee Work: Finance
• Recommended report package includes: • Narrative: summary of financial and operational highlights • Comparative P&L statement: actual, budget, current
period, year to date operations • Balance Sheet: Snapshot of organization at any one
moment in time • Statistical Report: Other statistical data as deemed
necessary by the board: • Clinical data like deliverables, visit date by payor, by age, by
diagnoses (resource intensity), by new vs. established • Add and delete as time and situation change • Needs to be able to observe and react to trends
• Use graphical representations
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Committee Work: Finance
• Reports (continued) • Accounts Receivable (AR) Aging by Payer
• Days in AR: How long is it taking you to get the dollars owed to you?
• Cash Flow Analysis: Cash needs by month projected through end of fiscal year • What cash do we need and when do we need it? • Can analyze being revenue rich but cash poor • Can analyze mid-year impact of unforeseen
occurrence
• Business Plan Performance Measures
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Committee Work: Personnel
• Review and update personnel policies
• Review position descriptions, especially new
positions
• Make recommendations regarding adding additional
positions to staff • NOT the person, but the position
• Serves as the grievance committee if specified in by-
laws
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Committee Work: QI
• Chaired by clinician with appropriate experience
• Set policy on QI activities within the center
• Review reports of these activities
• Ex. Peer review, billing audits, patient satisfaction • Clinical performance measures
• Formally credential provider staff
• Risk Management
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Board Meetings
• Meet monthly with minutes kept
• Annual meeting announced and open to public
• Agenda in consonance with committee chairs and
senior staff
• Roberts Rules of Order or other parliamentary procedures (specified in by-laws)
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“Outside” Relationships
• The Community
• Health Center Staff
• Funding Agencies
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The Community Connection
• Meeting consumer/potential consumer needs
• Public Relations • Every member a spokesperson
• Community Development (Fundraising)
• Interaction with larger community healthcare
system • Establish and foster linkages
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Relationship with Health Center Staff
• CEO maintains control of daily operations
• Close collaborative relationship with Executive Committee, especially Chairperson
• CEO is link between Board and rest of center staff
• High level of trust and confidence in CEO essential to a successful health center
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Relationship with Outside Funding
Agencies
• Federal government • Various components, not just BPHC
• Local State Government
• CMS • Medicare and Medicaid
• Private Insurance Companies
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External Advisors
• National Association of Community Health Centers (NACHC)
• State Primary Care Association
• Mentoring health centers
• Other nearby health centers
• Other Agencies • Hospitals, provider associations, health department
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Part Three
How to Build a Community Health
Center
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How to Build a CHC
• Needs Assessment Drives Everything • Everything about the demographics and health
status indicators of the population you are serving
• Other providers and services available • Trends
• How do we meet those needs? • Design your provider staff, clinical support staff,
administrative staff, physical plant (space)
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How to Build a CHC
• Calculate a realistic & balanced budget • Personnel and other costs • Realistically project income
• Income analysis as part of the grant • Clinicians (physicians, mid-levels) generate income,
estimate based on demographics of needs assessment • Ex. % of Medicaid, % of Medicare, Private Pay,
Uninsured
• Determine grant or legislative funds available
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How to Build a CHC
• “Operationalize” • Provider recruiting and retention plan • Employed physicians, dentists and mid-levels
(PA/NP) • Recruit providers as an economically possible • Salary and benefits packages
• Loan repayment, J1 Visa, National Health Service Corps, Retiring military
• Staff Support Plan • Clinical, billing, front desk, administrative
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Part Four
Charles Drew Health Center
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Charles Drew Health Center
• Recruiting Public Housing Board Members • Challenges • Barriers • Successes
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Contact Information
Kenny McMorris, COO Charles Drew Health Center [email protected] (402) 305-4286
Jennifer Genua, Deputy Director HCAN [email protected] (402) 504-4415
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©2013 Health Center Association of Nebraska HCAN is supported in part by a cooperative agreement from the Health Resources and
Services Administration’s Bureau of Primary Health Care, award#U58CS21504-01-02.
Phone: 402-502-7325
Fax: 402-933-3967
3929 S. 147th Street, Ste. 100A
Omaha, NE 68144-5529
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