Board Meeting Minutes
Friday, August 24, 2012
1:05 PM
Valley Baptist Medical Center
Harlingen, Texas
Board Officers Present: Mario Segura - Chairman
Rene Perez - Treasurer
Ingrid Steinbach - Secretary
Members Present: Noel Garcia, Deborah Meeks, Mack Gilbert, Connie Manley, Frank Torres, Robert Tamez, Rudy Garza, Dr. Hector Salcedo-Dovi,
Proxies: Dr. Ruben Lopez proxy Roy Tamayo, David Elgarico proxy Dawn Woods, Juan Larralde proxy Vilma Murphy, Ruben Garza (vice-chair) proxy Jesse Colin and Javier Quiroga proxy Nat Trejo.
Absent: Dr. Rolando Guerrero and Dr. Robert Crous.
1. Call to Order - Mario Segura
Chairman Mario Segura called the meeting to order.
2. Introductions
Mr. Segura introduced Rick Rodriguez, Attorney for TRAC V board.
3. Review of Minutes – August 03, 2012 & August 10, 2012
Mr. Segura gave an update on previous meeting August 03, 2012.
There was no action taken on the August 10, 2012 minutes.
Frank Torres questioned if Mr. Rodriguez is currently our attorney or is he representing someone else. Tom Hushen stated he is representing the board.
Frank Torres questioned if we had a contract with Mr. Rodriguez because he does not recall reviewing a contract. Tom Hushen stated it was approved through HPP and presented to the board. Tom stated we have had Mr. Rodriguez for 2 years, to over view and review any legal matters to make sure all contracts are binding. Tom stated after contracts are reviewed by Ruben Garza they are sent to Mr. Rodriguez for review.
Noel Garcia questioned if when the board goes into executive session are they recorded or is it exempt from the minutes.
Mr. Rodriguez stated executive session should be confidential and not taped.
Robert Tamez made a motion to move the approval of minutes until after the executive session on the agenda, seconded by Ingrid Steinbach. Motion carried unanimously with a voice vote--16 yeas 0 nays.
4. Treasurers Report – Rene Perez
Tom Hushen gave an update on TRAC V accounts.
Frank Torres requested in the future he would like that everyone on the board get a written financial report not just an oral report.
5. Nomination Committee
Tom Hushen stated he would like the nomination committee to meet in two weeks to start working on nominations for January.
Updates
A. Single Audit
Tom Hushen stated he met with Barbara Kremer with Hales & Bradford 3 days prior. Tom stated they are almost done with the Single Audit Report. Tom stated Barbara advised him having no compliance issues, she felt we would be given unqualified and there will be some material weaknesses probably the same ones they have gotten in the past. Tom stated it looked like they are in qualified nothing is going to merit a qualified report. The report should be finalized by the 28th then will be sent to the board for review and turned in to the State on the 29th.
B. CPA
Tom Hushen stated the way they will be transferring funding will be changing. He stated they will be utilizing the computer system within the office as a server, backing up the server, and scanning everything that will be going into the server. The treasurer’s report will be an actual trial ledger of balances, checks and checks written to be printed out for the board members.
Deborah Meeks stated she wanted to go back to nominations. She stated Tom mentioned the elections are in January, which is when the new elected officers take, if the election is in November her understanding is the bylaw committee worked on some changes on the election process but were not finalized and approved, at this time the nomination committee is working on the same rules that we currently have which means all officers (positions) are open for elections this November?
Robert Tamez stated the current officers were elected under the old bylaws, if the new elections get finalized and approved by the board they will go into the new bylaws.
Deborah stated if they are not finalized and approved they would need guidance from the bylaw committee.
Noel Garcia made a motion to change the order of the agenda and move #8 Old Business before executive session, seconded by Dawn Woods. Motion carried unanimously with a voice vote—16 yeas 0 nays.
8. Old Business
Ingrid Steinbach requested further discussion on HPP requirements for reporting to the State.
Ingrid Steinbach stated she wanted clarification about what they are responsible to do. Connie Manley suggested at this point they need to try to make every drill until they can get clarification. Deborah Meeks stated she would like the compliance committee to chase the origin of that and who is over that. Mario Segura stated they needed to call the licensure department. Frank Torres suggested having Ingrid Steinbach get with Legal to get with State Legal with whoever they have to, ultimately with the Texas Health Commissioner and get clarification from the Health Commissioners office, from his (her) legal team that says this is what they have been told, what the rules state. Ingrid stated they wanted an Interpret of guidelines from their council.
Tom stated he had called the State for guidance but is not getting cooperation from the State. Tom stated he called and emailed the State in regards to questions he had on clarification on one of the reports. He stated the State responded by requesting a conference call with him to answer any questions he had. He was informed the State of Texas has chosen not to give the funding until all items are complete and sent to them, once all items are received funds will be released.
Robert Tamez made a motion to go into executive session, seconded by Dawn Woods. Motion carried unanimously with a voice vote—16 yeas 0 nays.
The board went into executive session.
The board meeting resumed.
7. Executive Session
A. Discussion with Attorney Rick Rodriguez on personnel issues.
Rudy Garza made a motion to let the attorney handle the personal issue as discussed in executive session with an amendment made by Ingrid Steinbach that the attorney handle it in the best interest of the board, Mr. Rick Rodriguez accepted the amendment, seconded by Deborah Meeks. Motion carried unanimously with a voice vote -- 14 yeas 2 abstained, 0 nays
Rudy Garza made a motion to take no action on August 10, 2012 minutes, seconded by Ingrid Steinbach. Motion carried unanimously with a voice vote -- 9 yeas, 3 nays, 4 abstained
Mr. Rick Rodriguez stated he would do as the board instructed and he would let Tom know as soon as he has an answer. He is hoping to do this as quickly as possible.
9. New Business
No new business.
10. Next Meeting Date
The next regular scheduled date is October 05, 2012
11. Adjournment
There being no further business Robert Tamez made a motion to adjourn the meeting, seconded by Rudy Garza. Motion carried unanimously with a voice vote--16 yeas 0 nays.