JOINT MEETING
The Bert Fish Medical Center Board of Directors
Southeast Volusia Hospital District Board of Commissioners
April 20, 2016
5:30pm
City of Edgewater
Council Chamber
Present: / Commissioners/Directors: / Others Present: / Others Present:Derwin Smothers, Chairman / Chris Ilardi-SEVHD / FHNS Staff
X / Pat Card, Vice Chairman / Jeff Davidson-SEVHD / Media personnel
X / Ferd Heeb, Secy./Treasurer / Carol Myers-Esq. / Members of the Community
X / Mary Spencer / Ryan Wierenga-Esq.
Thomas DeSimone
X / Bill Preston
Topic / Discussion / Recommendations/Actions / Follow-up & Date of Expected Completion
CALL TO ORDER / 5:30pm by the Acting Chairman. Roll call recorded, the invocation given, and the Pledge of Allegiance recited. / All documents are on file with the District.
APPROVAL OF MINUTES / Minutes as presented from:
· March 31, 2016-Joint meeting
· March 24, 2016-BFMC meeting
· January 19, 2016-SEVHD Finance Committee meeting
The Acting Chairman received approval from the Board to alter the agenda to allow public participation to precede all business. / MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the minutes from the March 31, 2016-Joint meeting as presented.
YES: Commissioners: Card, Heeb, Preston, and Spencer.
NO: none
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the minutes from the March 24, 2016-BFMC meeting as presented.
YES: Commissioners: Card, Heeb, Preston, and Spencer.
NO: none
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the minutes from the January 19, 2016-SEVHD Finance Committee Meeting as presented.
YES: Commissioners: Card, Heeb, Preston, and Spencer.
NO: none
The motion carried 4-0
PUBLIC PARTICIPATION / Carol Myers, Pension and Benefits Attorney for the District, gave a brief description of her background and experience. She proceeded to give a presentation regarding the BFMC Pension Plan. She then entertained questions and responded to concerns.
Joan Sanford -commented on the lack of information participants receive regarding the pension plan.
Mark Johnson – stated concern on how investments for the pension plan were managed.
Georgette Harris and Rosemarie Goodrich-expressed their concerns on funding the pension plan.
Janina Johnson- expressed concern on how pension participants that are still working can achieve 30 year unreduced pension benefits.
NEW BUSINESS / The Board was presented an overview of Wealth Management Systems Inc. (WMSI). Their scope of work is to facilitate moving accounts of, unresponsive Fidelity benefit participants, to a default IRA. WMSI provided 6 options for IRA’s.
Ms. Myers recommended that the Board approve using WMSI and choose Merrill Lynch as default IRA option. Discussion ensued.
Mr. Davidson presented quotes for” tail insurance” for Directors & Officers (D&O), Employment Practices Liability (EPL), Fiduciary, and Cyber Privacy Liability. He reviewed the coverage periods and recommendations from The Districts Counsel. He explained their respective functions and asked for approval.
Mr. Davidson presented an invoice for “Go Forward” insurance entailing D&O, EPL, Fiduciary, and Crime. He asked the Board for approval.
Mr. Burgoyne, Acting Risk Manager for the District, presented quotes from PMA Companies, for Workers Compensation claims management. He asked for the Boards Approval.
Mr. Burgoyne explained to the Board that in order for him to perform the necessary functions of his job, he will need to purchase some additional equipment and software.
Mr. Ilardi presented an agreement with Vital Records Control for record storage, retrieval, and destruction services. He asked for the Board to approve the agreement. / MOTION: made by Commissioner Heeb and duly seconded by Commissioner Spencer to approve using WMSI and choosing Merrill Lynch as default IRA option. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the insurance coverage presented. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the insurance invoice as presented. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Preston and duly seconded by Commissioner Heeb to approve the workers compensation quote, from PMA Companies, as presented. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Spencer to allow Mr. Burgoyne to purchase new equipment and software not to exceed $2500. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the agreement with Vital Records Control as presented. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
OLD BUSINESS / · Transition plan for Administration, Human Resources, and Finance.
· Post-Closing Obligations / MOTION: made by Commissioner Preston and duly seconded by Commissioner Spencer to table the items under “Old Business” A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
CFO FINANCE REPORT / Commissioner Heeb and Mr. Davidson explained, to the Board, that past practice allowed Commissioner Heeb to approve paying all obligations, within budget, without Board approval. He asked for the same consideration going forward. Discussion ensued.
Mr. Davidson presented the financial report for both BFMC and SEVHD. Discussion ensued.
Mr. Davidson presented updated post close cash on hand calculation. / MOTION: made by Commissioner Spencer and duly seconded by Commissioner Preston to allow Commissioner Heeb to approve paying all obligations, within budget. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Spencer to approve the BFMC and SEVHD financial report as presented. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to approve the District to continue paying the monthly pension obligation. A roll call vote was called for.
YES: Commissioners: Preston, Heeb, Spencer, and Card.
NO: None
The motion carried 4-0
LEGAL REPORT / Mr. Wierenga stated to the Board, regarding the transaction, everything went smoothly with no major issues. He indicated they are still working on a few contracts, however all money wires were complete and real-estate documents have been recorded.
He touched on creating a policy to ensure the $35 million capital improvements stipulation will be adhered to.
BOARD DISCUSSION / Board discussed what outstanding issues still need to be dealt with and would like to discuss at the next meeting. / Board consensus was to convene for a meeting on May 12, 2016.
ADJOURN / 7:37pm meeting adjourned. / The Boards will meet next on April 28, 2016.
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