The document provides an overview of the roles and responsibilities of health center board members. It discusses that boards are responsible for: 1) Governing the organization and defining/preserving its mission 2) Making policies regarding operations, personnel, finances, and quality assurance 3) Safeguarding the organization's assets and ensuring legal and regulatory compliance

1. Health Center Board Member Training May 15, 2009 Mt. Pleasant, MI Presented by David L. Brown

3. Why Have a Board?

7. What is a Board Supposed to do?

18. Safeguard the assets of the center.

30. Select, Evaluate, and support the CEO The Board hires the CEO to manage the day to day operations. The Board is responsible for making sure the CEO fulfills the requirements of this position.

32. Plan for the long range future of the Center: Strategic planning deals with long term objectives and programs for accomplishing them. The future is defined as 3 to 5 years.

33. Legal Obligations of Health Center Board Members

34. Health Center Board Members, have certain fundamental legal obligations as board members. These obligations are imposed by law for the fact an individual serves on the board.

35. Board Members should be familiar with these basic legal obligations. Board members can be personally liable if those obligations are not met

36. Health center boards operate in a complex legal environment. Some things are unique to those who seek Section 330 funding of the Public Health Service Act or qualify as a FQHC.

37. Legal difficulties faced by Board Members – and the threat of personal liability – can be traced to the board’s failure to fulfill one or more of these basic duties.

38. Board members can request and rely on consultants (including staff and outside consultants) for advice and information, and delegate tasks ( but not their fiduciary obligations as board members

40. Disclaimer – legal information is not legal advice. For legal advice consult organization’s legal counsel

41. The Bureau in PIN 98-23 requires centers to have a conflict of interest policy. This should cover both board and staff.

43. Avoiding Personal Liability A board member who neglects his or her duties as a board member can be personally liable for the harm to the center that results from their neglect

45. Claims against individual board members are not common. Even the most diligent attention to your duties do not guarantee a lawsuit will not be filed

47. Corporate Compliance Program Federal regulations require a health center’s board of directors to ensure that the center is operated in compliance with all federal, state, and local laws and regulations.

48. Establishing a corporate compliance program can demonstrate the board has fulfilled their “Duty of Care”. The program assures that an adequate system of internal control exists to ensure compliance with appropriate legal standards.

50. The proper role of the board is to establish the corporate compliance program, budget sufficient funds necessary to carry out required activities, and act aggressively to correct any problems identified by management team.

51. The board should resist any temptation to serve as an outlet for employees who want to “end run” the compliance process by taking their individual grievances directly to the board

52. QUESTIONS????