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Governing Board Governing Board ResponsibilitiesResponsibilities

and and ExpectationsExpectations

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Presented ByPresented ByDavid BrownDavid Brown

• Chair of Family Medical Center of MI since Chair of Family Medical Center of MI since 19961996

• Member of Board since 1987Member of Board since 1987

• President MPCA 2001 to 2002: 2003 to 2004President MPCA 2001 to 2002: 2003 to 2004

• If I can be of any further assistance to youIf I can be of any further assistance to you

or your board please feel free to contact me or your board please feel free to contact me at (734) 384-7000 office or (734) 243-2378 at (734) 384-7000 office or (734) 243-2378 home or email at dlbrown77@hotmail.com home or email at dlbrown77@hotmail.com

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BPHC Policy Information BPHC Policy Information Notice Notice 98-2398-23

Health Center Health Center

Program ExpectationsProgram Expectations

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III GovernanceIII Governance1) 1) Overview of Overview of RequirementsRequirements

The regulations in law apply The regulations in law apply to all Health Centers. The to all Health Centers. The

regulations set forth in 42CFR regulations set forth in 42CFR Part 51c and 42 CFR Part 56 Part 51c and 42 CFR Part 56

apply only to community apply only to community health centers and migrant health centers and migrant health centers respectively.health centers respectively.

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Overview (cont’d)Overview (cont’d)Section 330 requires that the Section 330 requires that the health center has a governing health center has a governing body which: is composed of body which: is composed of

individuals, a majority of whom individuals, a majority of whom are being served by the center; are being served by the center; meets at least once a month; meets at least once a month; approves the centers, grant approves the centers, grant

application; and selection of the application; and selection of the director for the center.director for the center.

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Board CompositionBoard Composition2) 2) Consumer Board MembersConsumer Board Members

a. A majority of members of a. A majority of members of the the

board must be people board must be people who who

are served by the health are served by the health

center. .center. .

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Consumer definitionConsumer definition

• A consumer member should have A consumer member should have used the health center services used the health center services within the last 2 years. A legal within the last 2 years. A legal guardian of a consumer who is a guardian of a consumer who is a dependant child or adult, or a legal dependant child or adult, or a legal sponsor of an immigrant, may also sponsor of an immigrant, may also be considered a consumer for be considered a consumer for purposes of board representation.purposes of board representation.

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b. Other Board Membersb. Other Board Members

• The board should be compromised of The board should be compromised of members with a broad range of skills members with a broad range of skills and expertise. Finance, legal affairs, and expertise. Finance, legal affairs, business, health, managed care, business, health, managed care, social services, labor relations and social services, labor relations and government are some of examples of government are some of examples of the areas of expertise needed by a the areas of expertise needed by a board to fulfill its responsibilities.board to fulfill its responsibilities.

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b. Other Board Members b. Other Board Members (cont’d)(cont’d)

• Regulations for community and migrant Regulations for community and migrant health centers place limitations of the health centers place limitations of the percent of non-consumer members percent of non-consumer members who represent the health care industry. who represent the health care industry. No more than half (2/3 for migrant No more than half (2/3 for migrant centers) of the non-consumer centers) of the non-consumer representatives may derive 10% of representatives may derive 10% of their annual income from health care their annual income from health care industry.industry.

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c. Number of Membersc. Number of Members

• The number of board members must The number of board members must be specified in the bylaws. This may be specified in the bylaws. This may be a specific number or range.be a specific number or range.

• Regulations for community and Regulations for community and migrant health centers specify migrant health centers specify boards must have at least 9 but no boards must have at least 9 but no more than 25 members.more than 25 members.

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d. Selection of Board d. Selection of Board MembersMembers• The organization’s bylaws or other The organization’s bylaws or other

internal governing rules must specify the internal governing rules must specify the process for the board member selection. process for the board member selection.

• The bylaws should specify the number of The bylaws should specify the number of terms a member can serve and provide terms a member can serve and provide for a regular election of officers and for a regular election of officers and periodic changes in board leadership.periodic changes in board leadership.

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e. Conflict of Intereste. Conflict of Interest

• The organization’s bylaws or written The organization’s bylaws or written corporate board-approved policy must corporate board-approved policy must include the provisions that prohibit conflict include the provisions that prohibit conflict of interest or the appearance of by board of interest or the appearance of by board members, employees, consultants or those members, employees, consultants or those who furnish goods or services to the health who furnish goods or services to the health center.center.

• No board members shall be an employee of No board members shall be an employee of the health center or the immediate family the health center or the immediate family member of an employee.member of an employee.

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3. Governing Board Functions3. Governing Board Functionsand Responsibilitiesand Responsibilities

• The governing board provides leadership The governing board provides leadership and guidance in support of the health and guidance in support of the health center’s mission. center’s mission.

• The board is legally responsible for ensuring The board is legally responsible for ensuring the health center is operating in accordance the health center is operating in accordance with applicable federal, state and local laws with applicable federal, state and local laws and regulations and is financially viable.and regulations and is financially viable.

• Day to day leadership and management Day to day leadership and management responsibility rests with staff under the responsibility rests with staff under the direction of the executive director. direction of the executive director.

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a. Bylawsa. Bylaws

• Bylaws which are approved by the health Bylaws which are approved by the health center’s governing board must be center’s governing board must be established.established.

• They must be reviewed and modified as They must be reviewed and modified as necessary to remain current.necessary to remain current.

• At a minimum, health center bylaws should At a minimum, health center bylaws should address: mission, membership, committees, address: mission, membership, committees, meeting schedule, quorum, conflict of meeting schedule, quorum, conflict of interest, executive session and dissolution. interest, executive session and dissolution.

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b. Responsibilitiesb. Responsibilities

• A governing board is responsible for assuring A governing board is responsible for assuring in its marketplace while it pursues its mission .in its marketplace while it pursues its mission .

• Boards must be knowledgeable about Boards must be knowledgeable about marketplace trends and be willing to adapt marketplace trends and be willing to adapt their policies and position to reflect these their policies and position to reflect these trends.trends.

• Should work with management and Should work with management and community leaders to actively engage in long community leaders to actively engage in long term strategic planning to position the health term strategic planning to position the health center for the future.center for the future.

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Responsibilities (cont’d)Responsibilities (cont’d)

• Boards must not only plan effectively but also Boards must not only plan effectively but also measure and evaluate the health center’s measure and evaluate the health center’s progress in meeting its annual and long term progress in meeting its annual and long term programmatic and financial goals.programmatic and financial goals.

• The center board must select the services The center board must select the services provided by the health center. While certain provided by the health center. While certain services are mandated by law, boards have a services are mandated by law, boards have a great deal of latitude should be offered by great deal of latitude should be offered by the health center.the health center.

• The board must determine the hours during The board must determine the hours during which the service are provided at health which the service are provided at health center sites. center sites.

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Responsibilities (cont’d)Responsibilities (cont’d)

• The board must approve the annual The board must approve the annual budget and grant application.budget and grant application.

• The board must be involved in the health The board must be involved in the health center planning throughout the year.center planning throughout the year.

• The board must approve the selection The board must approve the selection and dismissal of the executive director. and dismissal of the executive director. They must also evaluate the They must also evaluate the performance of the executive director.performance of the executive director.

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Responsibilities (cont’d)Responsibilities (cont’d)

• The board must establish general The board must establish general policies for the health center. These policies for the health center. These include personnel, health care, fiscal, include personnel, health care, fiscal, and quality assurance/improvement and quality assurance/improvement policies.policies.

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c. Board Meetingsc. Board Meetings

• Boards must meet at least monthly.Boards must meet at least monthly.

• The meetings may be held by The meetings may be held by telephone or other means of telephone or other means of electronic communication.electronic communication.

• The board must keep minutes of The board must keep minutes of each meeting which are approved at each meeting which are approved at a subsequent meeting.a subsequent meeting.

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d. Board Training and d. Board Training and DevelopmentDevelopment

• It is expected that governing board members It is expected that governing board members have sufficient knowledge and information to have sufficient knowledge and information to make informed decisions about the strategic make informed decisions about the strategic direction, policies and financial direction.direction, policies and financial direction.

• Board members should be provided with Board members should be provided with opportunities for training and development opportunities for training and development as well as conducting self evaluations.as well as conducting self evaluations.

• The board is responsible for assuring it meets The board is responsible for assuring it meets its educational and training needs including its educational and training needs including orientation and training new members. orientation and training new members.

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e. Committeese. CommitteesThe ,board should have a committee The ,board should have a committee structure which facilitates carrying out structure which facilitates carrying out its responsibilities.its responsibilities.•Appropriate committees may include Appropriate committees may include

executive, finance, quality improvement, executive, finance, quality improvement, personnel, and planning.personnel, and planning.

– Only the executive committee should be Only the executive committee should be authorized to act for the Board.authorized to act for the Board.

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Governing Board Governing Board ResponsibilitiesResponsibilities

• Establish goals and objectivesEstablish goals and objectives

• Establish and monitor policyEstablish and monitor policy

• Select and evaluate the executive directorSelect and evaluate the executive director

• Monitor and evaluate health center Monitor and evaluate health center performanceperformance

• Represent the health center in the Represent the health center in the communitycommunity

• Monitor and evaluate board performanceMonitor and evaluate board performance

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Establish goals and Establish goals and objectivesobjectives• The initial and continuing task is to The initial and continuing task is to

establish corporate goals and objectives.establish corporate goals and objectives.• A goal is a long range statement to A goal is a long range statement to

accomplish toward which actions or accomplish toward which actions or activities are directedactivities are directed

• Goals should be based on what the Goals should be based on what the board perceives as being best for the board perceives as being best for the center’s patients, staff and communitycenter’s patients, staff and community

• They should be reviewed periodically They should be reviewed periodically

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Establishing and monitoring Establishing and monitoring policypolicy

• Policies provide a framework future Policies provide a framework future decision making by determine a decision making by determine a general course of actiongeneral course of action

• Board should check with legal counsel Board should check with legal counsel to be certain all applicable Federal, to be certain all applicable Federal, State and Local laws are being metState and Local laws are being met

• Policies should be adopted though a Policies should be adopted though a formal board action and documented formal board action and documented within the board minuteswithin the board minutes

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Establishing and monitoring Establishing and monitoring policypolicy

• Management areas where the board Management areas where the board makes policy include:makes policy include:– Operations of the health centerOperations of the health center– Personnel managementPersonnel management– Fiscal managementFiscal management– Clinical management/quality assuranceClinical management/quality assurance

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Selecting the Executive Selecting the Executive DirectorDirector• One of the most important decisions a One of the most important decisions a

board makes is the selection of the board makes is the selection of the executive directorexecutive director

• Although specific duties may vary from Although specific duties may vary from center to center, in general an center to center, in general an executive director should do the executive director should do the following:following:– Seek and accept the guidance and direction Seek and accept the guidance and direction

from the boardfrom the board

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Duties of the Executive Duties of the Executive DirectorDirector• Establish appropriate communication Establish appropriate communication

between the executive director and between the executive director and the boardthe board

• Develop clear lines of authority Develop clear lines of authority between the board and staffbetween the board and staff

• Acquire complete knowledge of the Acquire complete knowledge of the board’s goals, objectives, and board’s goals, objectives, and policies and use these as a basis for policies and use these as a basis for all management actionsall management actions

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Duties of the Executive Duties of the Executive DirectorDirector• Be responsible to the board for the Be responsible to the board for the

proper conduct of the activities of the proper conduct of the activities of the centercenter

• Determine an internal organizational Determine an internal organizational structure and staffing pattern which structure and staffing pattern which facilitates organizational management facilitates organizational management and control, and assign responsibilities and control, and assign responsibilities and delegate authority accordinglyand delegate authority accordingly

• Hire well qualified health center staff and Hire well qualified health center staff and assure their appropriate supervisionassure their appropriate supervision

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Duties of the Executive Duties of the Executive DirectorDirector• Provide reports, budgets, program plans Provide reports, budgets, program plans

and surveys of change and trends in the and surveys of change and trends in the field and related information to keep the field and related information to keep the board well informedboard well informed

• Understand and assure organizational Understand and assure organizational compliance with all applicable Federal, compliance with all applicable Federal, State and local laws, regulations, State and local laws, regulations, policies and conditions of grant award.policies and conditions of grant award.

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Evaluating the Executive Evaluating the Executive DirectorDirector

• The board has the responsibility for The board has the responsibility for evaluating the executive director periodicallyevaluating the executive director periodically

• The evaluation should be designed as a The evaluation should be designed as a means for the board to provide thoughtful, means for the board to provide thoughtful, constructive feedback to the executive constructive feedback to the executive director on his or her performancedirector on his or her performance

• The board must develop evaluation criteria The board must develop evaluation criteria using the requirements included within the using the requirements included within the position descriptionposition description

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Evaluating the Executive Evaluating the Executive DirectorDirector

• A procedure for carrying out the evaluation A procedure for carrying out the evaluation must be developedmust be developed

• If serious performance problems are If serious performance problems are identified in the evaluation, a corrective identified in the evaluation, a corrective action plan should be developed and action plan should be developed and reviewed periodicallyreviewed periodically

• All aspects of the executives director’s All aspects of the executives director’s evaluation should be considered highly evaluation should be considered highly confidential and conducted in closed hearingsconfidential and conducted in closed hearings

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Center FinancesCenter Finances

As part of its fiduciary responsibility As part of its fiduciary responsibility to safeguard the center’s assets and to safeguard the center’s assets and resources, the board continually resources, the board continually must address issues of finance. The must address issues of finance. The board should be clear about the board should be clear about the ground rules and its role in the ground rules and its role in the financial management of the center. financial management of the center.

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Center FinancesCenter FinancesThe board’s job is to:The board’s job is to:

• Make policies that clearly defineMake policies that clearly define– Sources of revenue and categories of Sources of revenue and categories of

expenditures in the budgetexpenditures in the budget– The process for adjusting to meet the The process for adjusting to meet the

actual financial situation as the year actual financial situation as the year progressesprogresses

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Center Finances (cont’d)Center Finances (cont’d)

• Leave the details to management (as long Leave the details to management (as long as the decisions are within the boundaries as the decisions are within the boundaries set by board policy)set by board policy)

• Monitor the status of income and Monitor the status of income and expenditures against the policies made by expenditures against the policies made by the board regarding the annual budgetthe board regarding the annual budget

• Compare the actual financial condition of Compare the actual financial condition of the center against the policies originally the center against the policies originally set by the boardset by the board

• Plan for needed revenue sources and plan Plan for needed revenue sources and plan and budget for capital improvementsand budget for capital improvements

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Evaluating the BoardEvaluating the BoardThe board should take a look The board should take a look at:at:• How well the board meets its How well the board meets its

responsibilities:responsibilities:– Are board responsibilities and goals and Are board responsibilities and goals and

objectives reviewed annually?objectives reviewed annually?– Do the goals and objectives reflect the Do the goals and objectives reflect the

center’s mission?center’s mission?– Are they realistic?Are they realistic?– Do the board’s decisions have a positive Do the board’s decisions have a positive

impact on the community?impact on the community?

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Evaluating the boardEvaluating the board

• Meeting minutes for the year:Meeting minutes for the year:– The minutes will answer certain The minutes will answer certain

questions that speak directly to the questions that speak directly to the board operations:board operations:•Does the board meet monthly in Does the board meet monthly in

accordance with regulations?accordance with regulations?

• Is there a quorum at each meeting?Is there a quorum at each meeting?

•Are appropriate committee reports and CEO Are appropriate committee reports and CEO reports regularly given?reports regularly given?

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Evaluating the boardEvaluating the board

• The board’s interaction with the CEO:The board’s interaction with the CEO:– Has it been positive?Has it been positive?– Has it been effective?Has it been effective?– Have there been problems?Have there been problems?– What were they?What were they?– What caused the problems?What caused the problems?– How were they resolved?How were they resolved?

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Monitoring and evaluating Monitoring and evaluating health center performancehealth center performance

• The purpose for evaluating the center ‘s The purpose for evaluating the center ‘s performance is for the board decide performance is for the board decide whether the performance is appropriate whether the performance is appropriate and if not, take corrective actionand if not, take corrective action

• Comparison of actual performance Comparison of actual performance against projected performance is a basic against projected performance is a basic monitoring tool used by most centers to monitoring tool used by most centers to assure critical objectives are being metassure critical objectives are being met

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Monitoring and evaluating Monitoring and evaluating health center performancehealth center performance

• The board should measure actual The board should measure actual performance against some standard performance against some standard such as:such as:– The center’s projected performance as The center’s projected performance as

stated within the budget, financial plan stated within the budget, financial plan and health care planand health care plan

– The center’s past performanceThe center’s past performance– The BPHC funding criteria and program The BPHC funding criteria and program

guidance informationguidance information

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Evaluating the boardEvaluating the board

• The dynamics of the board member’s The dynamics of the board member’s interaction with each other:interaction with each other:– Do one or two members dominate the Do one or two members dominate the

meeting? If so, Why?meeting? If so, Why?– Is there tension between certain members?Is there tension between certain members?– Do members understand and follow the Do members understand and follow the

basic parliamentary procedures?basic parliamentary procedures?– Does the board chairperson effectively Does the board chairperson effectively

keep discussion on track?keep discussion on track?

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Representing the Health Representing the Health Center in the CommunityCenter in the Community

• A major responsibility of the board A major responsibility of the board chair and board members is to chair and board members is to interpret the work of the health interpret the work of the health center to the communitycenter to the community

• The board member acts as a The board member acts as a communication link between the communication link between the organization and the publicorganization and the public

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Representing the health center Representing the health center in the communityin the community

• The board member informally uses The board member informally uses his/hers personal contacts and his/hers personal contacts and associations to help people associations to help people understand the work of the center. understand the work of the center. (the board member must recognize (the board member must recognize their first loyalty is to the center.their first loyalty is to the center.

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Representing the health center Representing the health center in the communityin the community

• Board members are advocates for Board members are advocates for the organizationthe organization– Volunteer board members have the Volunteer board members have the

purest motives – servicepurest motives – service– Your advocacy will take several different Your advocacy will take several different

forms:forms:•Lobbying lawmakers for fundingLobbying lawmakers for funding•Communication with the communityCommunication with the community•Carrying out public relations activitiesCarrying out public relations activities

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Evaluating the boardEvaluating the board

• Time set aside for skill building and Time set aside for skill building and training:training:– Do new members receive initial orientation Do new members receive initial orientation

and training?and training?– Does the board receive training and skill Does the board receive training and skill

building in areas of weakness identified building in areas of weakness identified through the evaluation?through the evaluation?

– An active board will attempt to stay current An active board will attempt to stay current by taking advantage of conferences by taking advantage of conferences conducted by NACHC, MPCA, and regional conducted by NACHC, MPCA, and regional meetings.meetings.

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Evaluating the boardEvaluating the board

• How well the board sets goals for the How well the board sets goals for the upcoming year:upcoming year:– Are the goals realistic?Are the goals realistic?– Do they reflect the center’s mission?Do they reflect the center’s mission?– Are goals and objectives formally Are goals and objectives formally

adopted as part of a 3 – to – 5 year adopted as part of a 3 – to – 5 year strategic plan?strategic plan?

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ResourcesResources

• Michigan Primary Care Association Michigan Primary Care Association (517) 381-8000 (517) 381-8000

www.mpca.netwww.mpca.net

• National Association of Community Health National Association of Community Health Centers Centers

(202) 659-8008 (202) 659-8008 www.nachc.comwww.nachc.com

• Bureau of Primary Health Care Bureau of Primary Health Care www.BPHC.HRSA.gov www.BPHC.HRSA.gov

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ResourcesResources

• National Center for Nonprofit Boards National Center for Nonprofit Boards www.ncnb.orgwww.ncnb.org

• Each OtherEach Other– Collectively we have a wealth of Collectively we have a wealth of

knowledge don’t be afraid to contact knowledge don’t be afraid to contact one another for helpone another for help