Bert Fish Medical Center Inc. Board of Directors and

Southeast Volusia Hospital District Board of Commissioners

November 17, 2016

SEVHD District Office

305 Magnolia St.

New Smyrna Beach

5:00pm

Present: / Commissioners: / Others Present: / Others Present:
X / Pat Card, Chairman / Jeff Davidson / Dennis Burgoyne
X / Bill Preston, Vice Chairman / Ryan Wierenga-Esq. / Member of the media
X / Ferd Heeb, Secy./Treasurer / Chris Ilardi
X / Mary Spencer / Ken Mattison- CEO, FHNS
Derwin Smothers / Mark Rathbun-CFO, FHNS
Topic / Discussion / Recommendations/Actions / Follow-up & Date of Expected Completion
CALL TO ORDER / 5:00pm by the Chairman. Roll call recorded, the invocation given, and the Pledge of Allegiance recited. / All documents presented are on file with the District.
APPROVAL OF MINUTES / Minutes as presented from:
·  October 27, 2016-joint meeting
·  October 27, 2016-closed meeting
The Chairman asked to change the sequence of the meeting; all agreed. / MOTION: made by Commissioner Preston and duly seconded by Commissioner Spencer to approve the minutes from the October 27, 2016 joint meeting and the October 27, 2016 closed meeting as presented.
YES: Commissioners: Spencer, Heeb, Card, and Preston.
NO: None
The motion carried 4-0
NEW BUSINESS / Mr. Ken Mattison, CEO of FLNS opened and thanked the Board for their diligent effort in selecting a partner and for choosing Florida Hospital.
He went to explain his decision to evacuate the hospital for Hurricane Matthew. He then described how the hurricane damaged the hospital.
He explained that 92% of the employees that were employed on March 31, 2016 are still working within the Florida Hospital system and the hospital has given two wage increases to bring all employees up to current market levels.
Regarding the New Smyrna Health Park (NSHP), he commented that because of regulation changes the FHNS would get lower reimbursements, if the NSHP control were transferred from Florida Hospital Memorial Medical Center (FHMMC) to FHNS.
However, Mr. Mattison stated that there would be a once a year equity transfer from FHMMC, retroactive to April 1, 2016, to FHNS. Patients at NSHP would be sent to FHNS. Mr. Mattison wants to create an environment where physicians will want to send patients to FHNS, and he is prepared not to lease space to Physicians who won’t.
Mark Rathbun, CFO of FHNS presented a brief overview of the financial condition of FHNS.
He stated admissions are up 15% ED visits up 14% and the Hospital is running a profit. They have invested 3 million dollars , so far, this year on such items as:
·  IT System upgrades
·  New beds
·  E.D. equipment
He also presented a list of expected Capital improvements slated for 2017.
Regarding charity care, Mr. Mattison affirmed that they are running community health clinic and Mr. Rathbun expects the 1st and 2nd quarterly reports to be finished by November 30, 2016. Discussion ensued. / Mr. Davidson reminded everyone that that quarterly charity reports are overdue and he would like confirmation that the meaningful use stage IV paperwork has been filed.
CFO Report / Mr. Davidson brought to the Boards attention several banking dilemmas that need to be dealt with. He proposed, in an effort to consolidate and gain better returns, that the SEVHD transfer surplus funds to the Bernstein Corporate account and for BFMC to close some bank accounts and transfer the money to the Bernstein Corporate account.
Mr. Davidson presented a target asset allocation for the corporate account with 80% bonds and 20% stock as suggested by
Dan Gavin, the District’s investment advisor. / BFMC MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to close the BFMC Wells Fargo Accounts # 2000015945585, 2000043311181, and 3207-4760.
YES: Commissioners: Spencer, Heeb, Card, and Preston.
NO: None
The motion carried 4-0
BFMC MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to transfer $15,043,949 from BFMC banks to Bernstein corporate account in the assets allocation of 80% Bonds and 20% stock as suggested by Dan Gavin.
YES: Commissioners: Spencer, Heeb, Card, and Preston.
NO: None
The motion carried 4-0
SEVHD MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to transfer surplus funds from SEVHD bank accounts to the Bernstein corporate account in the asset allocation of 80% Bonds and 20% stock as suggested by Dan Gavin.
YES: Commissioners: Heeb, Card, Preston, and Spencer
NO: None
The motion carried 4-0
LEGAL REPORT / Mr. Wierenga mentioned hat here was an issue with the District’s Risk Manager not being able to access his Meditech account; however the issue is being resolved.
Mr. Wierenga went on to explain to the Board the concern his team is having with obtaining the electronic data as stated in the Records Custodian Agreement. The District has received a quote of $75,000 from a data retrieval vendor to help with the process. Due to Florida Statues procurement limits it must go out to bid. / MOTION: made by Commissioner Preston and duly seconded by Commissioner Spencer to have Carlton Fields seek bids for a data retrieval vendor.
YES: Commissioners: Heeb, Card, Preston, and Spencer
NO: None
The motion carried 4-0
OLD BUSINESS / In discussions regarding the engagement letter with Stearns, Weaver and Miller the Board would like to have two stipulations added.
1.  Benefit counsel must have at least one annual meeting with the Board without charging for travel time.
2.  Stearns, Weaver Miller cannot contract with outside agencies, without prior Board approval.
The 2nd Discretionary Amendment to the Pension Plan of Bert Fish Medical Center, Inc. was presented to the Board for signature. / MOTION: made by Commissioner Heeb and duly seconded by Commissioner Spencer to authorize Carlton Fields to negotiate in the engagement, with the law firm of Stearns Weaver and Miller, that benefit counsel must meet with the Board at least once a year with no charges for travel time and Stearns Weaver and Miller cannot contract with outside agencies without prior approval from the Board. A roll call vote was called for. The results of the roll call vote:
YES: Commissioners: Heeb, Card, Preston, and Spencer
NO: None
The motion carried 4-0
MOTION: made by Commissioner Heeb and duly seconded by Commissioner Preston to authorize the Chairman to sign the 2nd Discretionary Amendment to the Pension Plan of Bert Fish Medical Center, Inc. A roll call vote was called for. The results of the roll call vote:
YES: Commissioners: Heeb, Card, Preston, and Spencer
NO: None
The motion carried 4-0
PUBLIC PARTICIPATION / none
BOARD DISCUSSION / The Board discussed need for new members, the future of the Bert Fish pension plan, and meeting dates.
Mr. Davidson reminded the Board that they will receive a call from the auditors. He also mentioned that SEVHD/BFMC is due approximately $860,000 from FHNS for Accounts Receivable. / Mr. Wierenga will research the companies interested in taking over the pension plan.
ADJOURN / Meeting adjourned 7:10pm.

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