COMMUNITY GOVERNANCE

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COMMUNITY GOVERNANCE
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Community-based governance is the feature that
makes health centers distinctive and is one of
their strongest attributes.
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We will discuss

• Role of Boards
• Governance Requirements for FQHCs (funded and
  look-alike)
• Use of Board Committees
• Particular issues in establishing and nurturing
  community-based governance
• Legal issues affecting board operations and
  liability

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Roles and Responsibilities

• The Board of Directors is the principal
  policy-making body of the health center. It is
  autonomous, bound only by its legal
  responsibilities under its charter and bylaws and
  its contractual obligations to government
  agencies and other funding sources. An extremely
  important obligation is accomplish the objective
  of the health center.

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As a policy making body the Board must

• distinguish its policy-making authority and
  responsibility from that of the health center
  executive director and staff.
• The executive director and staff implement and
  execute the policies and procedures set by the
  Board.
• Delegates the day-to-day operational
  responsibilities to the Director.

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As a policy making body the Board must

• Observe, question and monitor the operational
  functions of the center.
• REFRAIN from direct participation in these
  functions.

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Basic responsibilities of a board include

• Human Resources
• Finance
• Planning
• Operations
• Evaluation
• Legal

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Human Resources

• The Board establishes policies and procedures
  including
• Selection and dismissal policies
• Salary and fringe benefit schedules and programs
• Employee grievance policies
• Equal opportunity practices
• Hires and evaluates the performance of the
  executive director

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Finance

• The Board adopts policies for
• Financial management practices including a system
  to assure accountability of assets.
• Approve the annual budget
• Select the independent auditor
• Accepts audits
• Approves payment and eligibility for services
  including sliding fee

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Planning

• Engages in strategic planning to ensure the
  center is prepared to succeed in changing health
  care environment.
• Continues to address identified community health
  needs.
• Pursue organization goals and mission through the
  centers operations.
• Approves the centers purpose, mission and roles.

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Operations

• Adopts operational policies including
• Scope and availability of services
• Locations
• Hours of services
• Quality-of-care audit assessment
• Improvement programs and policies

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Evaluation

• The Board evaluates health center activities
  including
• Quality of patient care services
• Service utilization patterns
• Productivity of providers
• Patient satisfaction
• achievement of project objectives
• Board itself
• Develops a process for hearing and resolving
  patient grievances

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Legal

• The board must ensure that the center is operated
  in compliance with applicable federal, state,
  local laws and regulations.
• The board must protect the corporation from
  unnecessary liabilities.
• Assure compliance with DHHS/OIG Corporate
  Compliance Guidelines.

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Composition

• The number of board members must be specified in
  the bylaws.
• Size should relate to complexity of the
  organization and the diversity of the community
  served.
• Regulations require to have between 9 and 25 who
  are representative of the populations served.

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The FQHC Board must meet the following

• A majority of the board members must use the
  center as their regular source of primary care.
• No more than ½ of the non-user members can derive
  more than 10 of the annual income from the
  health care industry.
• Remaining members must be representative of the
  community served.

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Board members should have expertise in

• Community affairs
• Local government
• Legal affairs
• Marketing
• Finance
• Other relevant fields to the functioning center

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• The Board should reasonably represent the patient
  population served in terms of demographic factors
  such as race, ethnicity and gender.
• Health center funded under more than one Section
  330 program must demonstrate appropriate
  representation from the populations being served.

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• No board member may be an employee of the health
  center, or the spouse, child, parent, brother or
  sister of a health center employee by blood or
  marriage.
• Governance requirements for FQHCs are located in
  the Federal Regulations, Program expectations and
  Governance Implementation guide.

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Board Committees

• Committees allow for a more detailed analysis of
  topics such as budgets, evaluations or program
  analysis before they are addressed by the full
  board.
• If by-laws permit, committees may include
  non-board members, such as people with
  specialized expertise.

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Some of the most common board committees are as
follows
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Executive

• Empowered to act for the full board in matters
  that require immediate action or do not involve
  major questions of policy or funding.
• Also coordinating committee that organizes the
  boards work and the activities of the other
  committees.

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Finance

• Takes preliminary action on budgets and financial
  matters.
• Reviews financial reports and audits.
• Makes recommendations regarding financial
  procedures and controls.

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Human Resources

• Reviews and recommends personnel policies and
  salary and fringe benefit programs.
• Handles employee grievances (If the board
  involvement becomes necessary and the by-laws
  provide for such involvement)

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Quality Assurance

• Reviews and recommends risk management policies,
  protocols and policies governing the provision of
  patient services.
• Reviews the quality assurance plan developed by
  staff and assessments and audits performed by
  staff.
• Reviews and recommends the clinical privileges of
  the center provider staff.

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Strategic Planning

• They should on a regular basis, review market
  and internal information to understand trends and
  potential activities that should be undertaken.
• Assure that implementation of the activities
  occurs.

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Development/Fundraising

• Oversees planning and coordination fundraising
  efforts.

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Marketing/Public Relations

• Particularly important for organizations that
  must sell themselves.
• Assist in development of a plan and review of the
  activities of the implementation.

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Education

• Recommends policies relating to staff training
  and (continuing professional) education both
  internal and external.
• Sponsor of conferences or other educational
  programs or board training.
• Often combined with Human Resources.

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Nominating

• Identifies
• Screens
• Recommends prospective board members
• Also frequently charged with reviewing and
  recommending changes to the by-laws.

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These are general standing committees, they exist
in and ongoing basis. Centers are not required to
have all of these committees. Ad Hoc committees
may be established as need for a special purpose.
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Board Development
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• Effective community governance requires
  nurturing.
• ALL board members-even those who are
  knowledgeable about health care need training on
  how to work together.
• Non-professionals may need to develop their
  understanding of health care and technical
  issues.
• Everyone must understand the roles and
  responsibilities of a board member

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Legal Issues
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• New Board members often want to know if they are
  legally liable for the health centers
  activities.
• State corporation law governs legal liability.
• Most states require that a board member perform
  his/her duties in good faith with the best
  interests of the not-for-profit corporation in
  mind with such care as an ordinarily prudent
  person in a like position would use under similar
  circumstances.

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Liabilities

• Board members cannot be personally liable for
  business or financial decisions if these
  decisions are informed and do not constitute a
  conflict of interest.
• They can be liable for the consequences of
  decisions if they neglect their responsibilities
  as board members such as
• Failing to attend meetings
• Failing to review financial documents
• Fail to make reasonable inquires prior to action
  being taken
• Can be personally liable in matters involving
  conflict of interest or violations of local,
  state, or federal criminal laws

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Health Center Mission

• Board members are responsible for making sure
  that the organization carries out its mission as
  outlined in the articles of incorporation and
  bylaws and to state and federal funding sources.

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Employee Benefits and Compensation

• Members are responsible for ensuring that the
  organization complies with local, state, and
  federal laws and regulations.
• Pay particular attention to compliance with the
  federal tax laws and federal laws regarding
  employee benefits and pensions as statutes can
  impose personal liability for violations.

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Corporate Compliance

• The Board plays an integral role in developing
  and implementing the Corporate Compliance
  program.
• Adopting a resolution documenting the commitment
  to the compliance and a decision to adopt a
  formal program is an excellent starting point.
• On an ongoing basis the Board must monitor the
  implementation and the operation of the
  compliance program to ensure its effectiveness.

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• The Federal Volunteer Protection Act of 1997
  grants immunity from personal liability to those
  who volunteer for non profit organizations.
• The law does not allow punitive damages to be
  awarded against a volunteer unless harm was
  caused by willful or criminal misconduct, or a
  conscious, flagrant indifference to the rights
  and/or safety of the claimant.

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• Not-for-profit organizations usually indemnify
  their board members against losses incurred as a
  result of serving as a board member.
• Because legal cost can pose a substantial
  financial burden on the organization, non-profits
  purchase Directors and Officers insurance for
  their board members.
• Legal counsel should be asked to advise regarding
  applicable state immunity statutes that may offer
  some protection.