AGENDA
SPECIAL MEETING OF THE BOARD OF DIRECTORS
El Camino Healthcare District
Tuesday, May 19, 2015, 5:30 p.m.
El Camino Hospital
Conference Rooms E, F & G (ground floor)
2500 Grant Road, Mountain View, California
Director John Zoglin will be participating via teleconference from the following address:
330 Briarcliffe Road, Teaneck, NJ 07666-3001
PURPOSE: The purpose of the District shall be (i) to establish, maintain and operate, or provide assistance in the operation of,
one or more health facilities (as that term is defined in California Health and Safety Code Section 1250) or health services at any
location within or without the territorial limits of the District, for the benefit of the District and the people served by the District;
(ii) to acquire, maintain and operate ambulances or ambulance services within or without the District; (iii) to establish, maintain
and operate, or provide assistance in the operation of free clinics, diagnostic and testing centers, health education programs,
wellness and prevention programs, rehabilitation, aftercare, and such other health care services provider, groups, and organizations
that are necessary for the maintenance of good physical and mental health in the communities served by the District; and (iv) to do
any and all other acts and things necessary to carry out the provisions of the District’s Bylaws and the Local Health District Law.
AGENDA ITEM
PRESENTED BY
1.
CALL TO ORDER
Julia Miller, Board Chair
5:30 – 5:31 p.m.
2.
SALUTE TO THE FLAG
Julia Miller, Board Chair
5:31 – 5:32
3.
ROLL CALL
Julia Miller, Board Chair
5:32 – 5:33
4.
PUBLIC COMMUNICATION
A. Oral Comments
This opportunity is provided for persons in
the audience to make a brief statement, not to
exceed 3 minutes on issues or concerns not
covered by the agenda.
B. Written Correspondence
Julia Miller, Board Chair
5:33 – 5:36
5.
POTENTIAL CONFLICT OF
INTEREST DISCLOSURES
Julia Miller, Board Chair
5:36 – 5:37
6.
SPECIAL ORDER OF THE DAY:
Recognizing the El Camino Hospital
Auxiliary and its Outgoing Officers
Resolution 2015 – 03
ATTACHMENT 6
Julia Miller, Board Chair
5:37 – 5:47
7.
ADJOURN TO CLOSED SESSION
8.
POTENTIAL CONFLICT OF
INTEREST DISCLOSURES
5:47
Julia Miller, Board Chair
5:47 – 5:48
A copy of the agenda for the Special Meeting will be posted and distributed at least twenty-four (24) hours prior to the
meeting. In observance of the Americans with Disabilities Act, please notify us at 650-988-7504 prior to the meeting so that we
may provide the agenda in alternative formats or make disability-related modifications and accommodations.
Agenda: Special Meeting of the El Camino Healthcare District Board
May 19, 2015
Page 2
AGENDA ITEM
PRESENTED BY
9.
CONSENT CALENDAR
Any Board Member may remove an item for
discussion before a motion is made.
Approval:
- Minutes of the Closed Session of the
Regular District Board Meeting (March 17,
2015) Gov’t Code Section 54957.2
Julia Miller, Board Chair
motion required
5:48 – 5:49
10.
Conference with legal counsel –
pending or threatened litigation –
Gov’t. Code Section 54956(d)(2)
- Consideration of Approval of
Appointment of an Ad Hoc Committee
Dennis Chiu, Board Vice
Chair
motion
5:49 – 6:09
11.
Adjourn to Open Session
12.
RECONVENE OPEN SESSION
6:09
Julia Miller, Board Chair
6:09 – 6:11
To report any required disclosures regarding
permissible actions taken during Closed
Session.
13.
CONSENT CALENDAR ITEMS:
Any Board Member may remove an item for
discussion before a motion is made.
Approval:
a. Minutes of the Special Meeting of the
District Board (April 8, 2015)
ATTACHMENT 13
Julia Miller, Board Chair
14.
DIRECTORS AND OFFICER
LIABILITY POLICY
Mary Rotunno, Associate
General Counsel
15
EL CAMINO HOSPITAL BOARD
MEMBER ELECTION AD HOC
COMMITTEE REPORT
a. Status of Recruitment
John Zoglin, ECHD Board
Member and Member,
ECH Board Member
Election Ad Hoc
Committee
public
Mary Rotunno, Associate
comment
General Counsel
b. Bylaws Provisions Related to Election of
El Camino Hospital Board Directors
c. Process for Re-Election and Election of
Non-District Board Members to the El
Camino Hospital Board of Directors
i.
Cover Memo - Recommendation
ii.
Attendance Report
ATTACHMENT 15
public
comment
John Zoglin, ECHD Board public
comment
Member and Member,
ECH Board Member
Election Ad Hoc Cmte.
motion required
6:11 – 6:12
information
6:12 – 6:22
information
6:22 – 6:32
possible motion
6:32 – 6:47
possible motion
6:47 – 7:07
Agenda: Special Meeting of the El Camino Healthcare District Board
May 19, 2015
Page 3
AGENDA ITEM
PRESENTED BY
16.
POSSIBLE ECH BYLAW CHANGE:
REGARDING INDIVIDUALS SERVING
SIMULTANEOUSLY AS THE CHAIR
OF THE ECH BOARD AND CHAIR OF
THE ECHD BOARD
ATTACHMENT 16
Julia Miller, Board Chair
Mary Rotunno, Associate
General Counsel
17.
BI-ANNUAL BOARD OFFICER
ELECTION
a. Board Chairperson
b. Vice Chairperson
c. Secretary/Treasurer
ATTACHMENT 17
Julia Miller, Board Chair
18.
ADJOURNMENT
Julia Miller, Board Chair
Upcoming 2015 meeting dates:
-
June 16, 2015
October 20, 2015
possible motion
7:07 – 7:22
public
comment
motion(s)
7:22 – 7:42
7:42 – 7:43 p.m.
Separator Page
Att 6 - AuxiliaryMay_2015.docx
RESOLUTION 2015 - 3
RESOLUTION OF THE BOARD OF DIRECTORS
OF EL CAMINO HEALTHCARE DISTRICT
REGARDING RECOGNITION OF SERVICE TO THE COMMUNITY
WHEREAS, the Board of Directors of the El Camino Healthcare District values and wishes to
recognize the contribution of individuals who serve the District’s community as well as individuals who
exemplify the El Camino Healthcare District’s mission and values.
WHEREAS, the Board wishes to recognize the El Camino Hospital Auxiliary and the 2014-2015
outgoing slate of officers.
The El Camino Hospital Auxiliary has supported the hospital and provided “a warm glow of service”
since 1958. The Auxiliary’s membership, services, and contributions to the hospital have grown and
expanded over the years. Currently, there are 851 Auxiliary members who have provided 104,820 hours
of service between April 1, 2014 and March 21, 2015.
The 2014-2015 outgoing slate of officers – Carol Bertram, Dianne Dashnaw, Ivan Fawley, Anne Kusian,
Mariana Latham, and Shiela Vidal – have shared their time and talents with El Camino Hospital through
their leadership and dedication on the Auxiliary Board. Under the leadership of the 2014-2015 Board,
the Auxiliary contributed $20,000 to scholarships and funded $16,225 in wish list requests.
The Auxiliary members’ commitment and generosity are greatly appreciated by the hospital, our
patients, and the community.
WHEREAS, the Board would like to acknowledge El Camino Hospital Auxiliary and the outgoing slate
of officers for year 2014-2015 for their commitment to providing “a warm glow of service.”
NOW THEREFORE BE IT RESOLVED that the Board does formally and unanimously pay tribute
to:
El Camino Hospital Auxiliary and
The 2014-2015 Outgoing Slate of Officers
IN WITNESS THEREOF, I have here unto set my hand this 19TH DAY OF MAY, 2015.
EL CAMINO HEALTHCARE DISTRICT BOARD OF DIRECTORS:
Dennis Chiu, JD • Peter Fung, MD • Julia Miller • David Reeder • John Zoglin
PETER FUNG, MD
SECRETARY/TREASURER
EL CAMINO HEALTHCARE DISTRICT BOARD OF
DIRECTORS
Separator Page
Att 13 - Open Minutes ECHD Board 4 8 15.docx
Draft: Subject to Board
of Directors Consideration
Minutes of the Special Meeting of the
El Camino Healthcare District Board of Directors
Wednesday, April 8, 2015
El Camino Hospital 2500 Grant Road, Mountain View, CA 94040
Conference Rooms F and G
1.
Call to Order. The Open Session meeting was called to order by Chair Julia
Miller at 5:31 pm.
2.
Salute to the Flag. At Chair Miller’s request, Director Reeder led the Board,
staff and members of the public present in reciting the Pledge of Allegiance.
3.
Roll Call.
Board Members Present: Dennis Chiu; Peter Fung, MD; Julia Miller; David Reeder;
and John Zoglin.
4.
Potential Conflict of Interest Disclosures. Chair Miller asked if any Board
member or anyone in the audience believes that a Board member may have a conflict of interest
on any of the items on the agenda. Director Fung, MD, noted that he might have a remote
conflict of interest with item #7. Therefore, he will recuse himself from voting.
5.
Agenda Item 5 - Consent Calendar.
Motion: To approve the Consent Calendar (Minutes of the Regular Meeting March 17,
2015 and Appointment of Community Benefit Advisory Council Member Laura
Macias).
Movant: Chiu
Second: Reeder
Ayes: Chiu, Fung, Miller, Reeder and Zoglin
Noes: None
Abstentions: None
Absent: None
Recused: None
6.
Agenda Item 6 – Second Amendment to Ground Lease Agreement with El
Camino Hospital: Full Discussion and Second Open Meeting Regarding a Proposed
Amendment to the Ground Lease as Described in Health and Safety Code 32121(p)(5) .
Ken King, Chief Administrative Services Officer, gave a report responsive to questions raised by
the Board at its meeting on March 17, 2015. He noted that the California Health and Safety
Code outlines the conditions for the District’s transfer of assets to and lease agreements with non
profit organizations and that there is no legal requirement for the District to lease land to ECH at
“fair market value,” in accordance with the California Health and Safety Code which outlines the
conditions for transfer of assets to and lease agreements with non profit organizations. He
further reported that he had reviewed the minutes of the District Board meeting when the original
lease was being contemplated, and discovered that the original lease rate of $50,000 for the first
Draft: Subject to Board
of Directors
Consideration
Minutes: Special Meeting of the ECHD Board
April 8, 2015
Page 2
year was decided based on the need to ensure that funds were available to operate the properties
and land not transferred to ECH.
Mr. King reported that he discovered two lease agreements publically available online when
researching comparable agreements between California healthcare districts and non profit
hospitals: 1) Marin Healthcare District and 2) Grossmont Healthcare District in San Diego
County. Mr. King noted that neither of these leases agreements represent “fair market value.”
However, in both agreements, the tenant is required to operate the hospital in the best interest of
the community it serves. Board members commented on Mr. King’s report.
Chair Miller opened the discussion for public comment. No members of the public made
any comment.
7.
Agenda Item 7 – Approval of Second Amendment to Ground Lease with El
Camino Hospital. Director Fung recused himself from voting. Chair Miller opened up the
agenda item for public comment.
Motion: Approve the second amendment to ground lease with El Camino Hospital
Movant: Chiu
Second: Reeder
Ayes: Chiu, Miller, Reeder and Zoglin
Noes: None
Abstentions: None
Absent: None
Recused: Fung
Chair Miller announced that the Regular Meeting of the District Board scheduled for
April 21, 2015 has been cancelled and a new meeting has been scheduled for May 19, 2015.
8.
Agenda Item 8 – Adjournment.
Motion: To adjourn at 5:45 pm
Movant: Fung
Second: Chiu
Ayes: Chiu, Fung, Miller, Reeder and Zoglin
Noes: None
Abstentions: None
Absent: None
Recused: None
__________________________
Julia Miller
Chair, ECHD Board of Directors
______________________________
Peter C. Fung, MD
ECHD Board Secretary/Treasurer
Prepared By: Marina Kipnis, Board Services Coordinator
Separator Page
Att 15a - Recruitment Update.pdf
Date:
El Camino Healthcare District Board Meeting –
May 19, 2015
To:
El Camino Healthcare District (“ECHD”) Board
From:
John Zoglin, Member, ECH Board Member Election Ad Hoc
Committee
Subject:
Agenda Item 15a – El Camino Hospital Board Member Election
Ad Hoc Committee Report – Status of Recruitment
Board Action:
Information
1. Status of Recruitment:
We retained an executive search firm to identify candidates that meet the
competency criteria recommended by the ECH Governance Committee and approved by
both the ECH Board and this Board. The Ad Hoc committee, the CEO and the Board
Liaison, have had three conference calls with the lead recruiter and his associate. With
their assistance, we finalized the attached position specification.
The search firm initially identified 29 target candidates. Of the 29, the recruiter
determined that many did not adequately meet the criteria described in the position
specification and a few were not interested due to either the scope of the position, timing,
or location. However, we have reviewed and discussed the resumes of 4 potentially very
qualified candidates. This discussion has enabled us to more fully convey what we are
looking for in a candidate as well as request additional information about the candidates
presented.
We have another call scheduled with the recruiter on May 15, 2015 and will
update the Board verbally at our meeting.
2. Attachments:
a. El Camino Hospital Board Director Position Description
b. El Camino Hospital Description
Separator Page
Att 15a.2 - Board Member_Position Spec_El Camino
Hospital_FINAL_4 21 15.docx
POSITION SPECIFICATION
El Camino Hospital
TITLE:
Board Member
LOCATION:
Mountain View, California
THE CURRENT BOARD
The El Camino Hospital Board is currently comprised of the five members of the District Board, along with
ECH President and CEO Tomi Ryba, Neal Cohen, MD, Jeffrey Davis, MD and Nandini Tandon, PhD.. .
The three members of the ECH Board who are not District Board members now serve a maximum of 4
staggered 3-year terms. Director Tandon is serving her first term. Dr. Davis and Dr. Cohen are serving
their second terms.
POSITION
BACKGROUND:
With the significant and continuing, large scale changes occurring in the healthcare environment, the
District Board has determined that it will seek Hospital Director Candidates who will add to the thoughtful
deliberations and guidance from the board, regarding the Hospital’s strategic priorities with respect to the
move to ‘Volume to Value’.
It is critical that the Hospital, with the Board’s input, evaluate and consider the right pace of change, and
effectively manage the many risk factors involved.
Discussions regarding the move to a ‘population’ health focus will generate fundamental discussions
around infrastructure requirements and related financial risk. In this regard, the broader ‘Continuum of
Care’ will be a key element of the dialogue and require that the Board and Hospital have a fundamental
understanding of a variety of implications, particularly with respect to ‘post-acute’ environments.
QUALIFICATIONS:
Given the above, the Board has prioritized two primary profiles/skill sets that will provide a vital
contribution to Board;

The first profile is on the identification of a senior operating executive, consultant or academic
leader who will reference as a leader in the dialogue concerning ‘Volume to Value thinking as well
as considerations incorporating assumption of risk factors for population health (pacing).
Virtually all organizations involved in the continuum of care(see below) along with suppliers to the
healthcare continuum (medical products and services) along with payor organizations have senior
level executives actively considering the ramifications of the move to value. Accordingly, the
potential candidate pool is extensive. That said, the pace of change with respect to volume to
The information contained in this document is proprietary and confidential. By accepting these documents, you agree that you
will not disclose or share this information with anyone without a signed search agreement with Morgan Samuels.
Board Member
El Camino Hospital
Page 2
value has been so rapid, that overall tenure in healthcare, may well be secondary to a potential
candidates focus over the last 5-10 years (or less).

The second profile would be to add to the board a thought leader with experience in specific
areas of the continuum of care. This could include significant depth of understanding within the
Skilled Nursing Facility or Home Healthcare sectors as an example. Other relevant areas of
experience would include but not be limited to the following;
o Urgent Care
o Physician Practices
o Long-Term Care
o Assisted Living
o Rehabilitation Centers
o Visiting Nurse Services
o Hospices/Palliative Care
o Behavioral Health
o Wellness Care
o Government/Public Health Services
o Care Management
o Research

El Camino has relationships with most organizations of this type within Silicon Valley, accordingly,
it will be important that conflicts are avoided. A recently retired, active executive might be
appropriate, as would consultants and advisors to this community.
SPECIFIC REQUIREMENTS:

Physically attend at least two-thirds of all meetings.
Meetings are defined as Hospital Board meetings and Standing Committee meeting(s) to which
the Board member has been appointed. Attendance guidelines will be considered met if the
Board member physically attends two-thirds of all Hospital Board meetings and two-thirds of the
meetings of each Standing Board Advisory Committee to which the member is appointed

Serve on at least two Standing Board Advisory Committees (credit will be given for assignment to
other Board obligations, including but not limited to the El Camino Hospital Foundation Board,
Chair of the Board, Ad Hoc Committees and the Community Benefit Advisory Council).

Offer to Chair at least one of the Standing Board Advisory Committees.

Give notice (in accordance with policy) for inability to attend a meeting in-person or via
teleconference, except in the case of emergency, to the Board Liaison at least five business days
prior to a meeting.

Agree to abide by the "El Camino Hospital Board Management Compact” (dated December,
2012).
BOARD MEETINGS
The El Camino Hospital Board presently meets monthly, excluding July and December typically at 5:30
pm on the second Wednesday of each month. In addition, two Joint Board and Committee evening
educational sessions and one full day retreat are held each year.
Board Member
El Camino Hospital
Page 3
COMMITTEE MEETINGS
Meetings are held on weekday evenings beginning between 4 and 5:30 pm and last approximately 1.5 to
2 hours.
Investment – 4x/year
Quality, Patient Care and Patient Experience – 10x/year
Finance – 6x/year
Governance – 4-6x/year
Executive Compensation – 4x/year
Corporate Compliance, Privacy and Internal Audit – 6x/year
COMPENSATION
Board members are eligible for compensation in the amount of $100/meeting attended up to 5 meetings
per month.
For more information, please call:
Jeff Hodge
Senior Client Partner
Morgan Samuels
(415) 852-3602 Direct
[email protected]
Liz Bicknese
Principal
Morgan Samuels
(310) 205-2247
[email protected]
Debbie Vitello
Executive Assistant
Morgan Samuels
(310)205-2234
[email protected]
For more information on Morgan Samuels and other active engagements, please visit us at
www.morgansamuels.com.
Separator Page
Att 15a.3 - El Camino Hospital_Company
Description_FINAL_4_16_15.docx
Overview of El Camino Hospital
Based in Mountain View, California, and established in 1961, El Camino Hospital (ECH) gained an early
reputation for technological innovation and the delivery of the highest quality care through high-caliber
physicians. The hospital’s original mission statement calls for the organization to be an innovative,
quality-driven, publicly accountable and locally controlled comprehensive healthcare organization which
cares for the sick, relieves suffering, and provides quality, cost comprehensive services to improve the
health and well being of its community. ECH is the preferred community health care destination for the
Silicon Valley area, focused on a progressive approach to service delivery and an individualized patient
experience, integrating cutting-edge clinical approaches and state-of-the art technology and efficiency
within a caring environment.
Over half a century, El Camino Hospital’s facilities have grown along with the needs of the community.
2009 saw a major expansion with the opening of a new and breathtaking, five-story, 450,000-square-foot
facility. The hospital’s innovative design meets the strictest seismic standards for California, while
enhancing patient comfort, safety and convenience. Additional features as part of the expansion include
wireless technology, teleconferencing and protected access to online patient records from anywhere on
the 41-acre campus, Melchor Pavilion medical office building, a state of the art Radiotherapy Center, a
new Cancer Center and an outpatient surgical center. There are also plans in place for an integrated
medical office building, upgrades to the Women’s Hospital, and a new Behavioral Health Service building.
The Mountain View campus is licensed for a total of 300 beds, including both the Women's Hospital and
the Lucile Packard Pediatric unit. In order to better serve patients from the further South Bay, a Los
Gatos campus was acquired and opened as a second ECH campus in July, 2009. This 143-bed fullservice facility with a 24 hour emergency department is served by 400 community-based physicians and
includes outstanding programs in Men’s Health and Urology, as well as a comprehensive acute inpatient
rehabilitation facility and a specially designed post-surgical orthopedic pavilion. A number of new
programs are under development on the Los Gatos campus.
The two-campus hospital now employs approximately 3,200 employees and serves not only the El
Camino Healthcare District, including, Los Altos, most of Mountain View and parts of Los Altos Hills,
Sunnyvale, Cupertino and Palo Alto, but also the surrounding communities of Saratoga, Santa Clara, Los
Gatos, Monte Sereno, Alviso and San Jose. ECH has approximately 1,300 practicing physicians on the
combined medical staff across campuses, comprising community physicians as well as physicians from
the Palo Alto Medical Foundation (PAMF) a division of Sutter Health. The Camino Division of PAMF
includes 432 primary care and specialist physicians representing 42 medical subspecialties. Roughly half
of El Camino Hospital admissions come from this advanced medical group, with the balance overseen by
community-based physicians. El Camino Hospital’s workforce includes three unions: PRN, a local
nursing union, the SEIU and Local 39. Relations between these partners have generally been positive,
notwithstanding the cost pressures facing all hospital systems.
A leader in technology and quality care, El Camino Hospital was the first hospital to install a
computerized Physician Order Entry system in 1971. Since that time other applications have been
installed, such as a house-wide secure wireless network, voice-activated communications devices, tablet
PCs and tug robots. As a result, ECH has been among the country’s “Most Wired Hospitals” since the
inception of the award. Recent innovations include the use of eClinicalWorks to link community
physicians to the hospital’s electronic record system. In January 2014, the ECH Board approved
transitioning to EPIC’s information technology system. This transformational EHR project, known in
house as “iCare,” is well underway and is expected to go live in November 2015.
El Camino Hospital enters the exciting, but challenging era of cost constraints and improved integration of
care with many assets. Not only does it enjoy an extraordinarily beautiful and technologically advanced
The information contained in this document is proprietary and confidential. By accepting these documents, you agree that you
will not disclose or share this information with anyone without a signed search agreement with Morgan Samuels.
Board Member
El Camino Hospital
Page 2
physical plant which, like only a handful of California hospitals, fully meets the State’s stringent seismic
standards and is prepared to meet those challenges with new leadership and a revitalized Board.
The last few years have been an intense period of transformational work for this market-leading hospital.
First, the Board orchestrated a CEO succession process that not only cemented outstanding leadership
by the recruitment of Tomi Ryba, former CEO of United Hospital in Minneapolis and former COO of UCSF
Medical Center, but has also undertaken two other foundational initiatives. The Board has utilized the
transition time to refresh its view of future strategic options and has worked in partnership with the senior
management team to explore and clarify broad planning assumptions.
The El Camino Healthcare District is the Hospital’s sole-owner and effective landlord. Its Board holds
some reserved powers, but delegates to the El Camino Hospital Board, a 501 (c)(3) organization, routine
oversight of hospital operations. The District and Hospital by-laws give the Board of Directors broad
latitude in deciding and defining how it most effectively conducts its business (within the realm of any
legal or regulatory constraints). In January 2011, the Board decided to undergo a process to review its
operations and policies with the goal of updating and improving how the Board contributes to and
engages with the organization.
Expectations for the role boards of directors play have changed significantly over the past decade. The
Board has evolved with the times and tried to keep up with best practices. With that in mind, both the
administration and the Board have undergone a re-engineering process to look at how they are operating
with an eye to increasing efficiency over the last several years. Based on this evaluation, the Board
determined that best practices indicated that a significant portion of governance should be conducted via
Board Committees, comprised of at least two Board members, and three or more community members
with deep expertise in the functional area. The ECH Board currently has a total of 23 experts, most who
reside in the local community, serving on its Advisory Committees who provide insight and perspective
that compliments that of the Board members. Board membership on committees is aligned primarily with
expertise and secondarily with interest. All committee members are voting members, though any vote is
advisorial in nature – making recommendations to the Hospital or District Boards for final decision. One
or more members of the Executive Leadership Team serve as staff to each committee.
Accountabilities have been defined for Governance, Finance, Investment, Quality, Compliance and Audit,
and Executive Comp Committees. In addition, policies have been developed regarding Board education
and training. The Board continues to review its meeting cadence in light of the role of committees in
streamlining Board deliberations.
Finally, a key feature of this governance improvement initiative was the 2012 decision of the elected five
person District Healthcare Board to utilize authorization in its bylaws for appointment of three independent
directors. With refreshed executive leadership and a full understanding of the challenges ahead for all
vital health systems, the ECH District Board had determined to add to its 501(c)(3) Hospital Board
seasoned executives who bring a national perspective and enrich the Board’s capacity to facilitate El
Camino Hospital’s leadership as a forward-looking early adopter in the coming industry transformation.
The El Camino Hospital Board is currently comprised of the five members of the District Board, ECH
President and CEO Tomi Ryba, Neal Cohen, MD, Jeffrey Davis, MD and Nandini Tandon, PhD. The three
members of the ECH Board who are not District Board members now serve a maximum of (4) 3-year
th
terms. These three year terms are staggered. One term expires each year on June 30 . Director Tandon
is serving her first term and Directors Davis and Cohen are serving their second terms.
.
Revised April 16, 2015
Date:
El Camino Healthcare District Board MeetingMay 19, 2015
To:
El Camino Healthcare District (“ECHD”) Board
From:
Mary Rotunno, Associate General Counsel
Subject:
Agenda Item 15(b)- Bylaws Provisions Related to Election of
El Camino Hospital Board of Directors
Board Action:
Discussion/Possible Motion
The ECHD Board Chair and Vice Chair requested that staff report on the procedure for
election of El Camino Hospital Board of Directors (“Hospital Board”) as set forth in the
El Camino Hospital Bylaws (“Hospital Bylaws”). The Hospital Bylaws provide for the
following election procedure:






An annual meeting of the ECHD Board each year where Directors of the Hospital
Board are elected. Section 3.2
All Directors, other than the CEO, shall be nominated and elected by ECHD
Board. Section 4.4(c)
All Directors, other than the CEO, shall serve for such Director’s stated term and
until his or her successor is duly elected and qualified, unless the Director resigns
or is removed as provided in these Bylaws. Section 4.5(a)(iv)
A vacancy in the Hospital Board shall be deemed to exist on the failure of the
ECHD Board, at any annual or other regular ECHD Board meeting at which any
Director or Directors are elected, to elect the full authorized number of Directors
to be voted for at that meeting. Section 4.7(a)
Vacancies in the Hospital Board may be filled only by the ECHD Board. Each
Director appointed or elected to fill a vacancy shall hold office until his or her
successor is elected at an annual or other regular meeting of the ECHD Board.
Section 4.7(b)
Nominating Committee appointed by the Hospital Board to select qualified
candidates for election to the Hospital Board at least 30 days before the election
date. Section 5.1. The names of such nominees should be provided by the
Hospital Board in the notice of annual meeting given to the ECHD Board.
Section 3.3(c)
1

ECHD Board may nominate candidates at any time before the election. Section
5.2
In addition to the procedure in the Hospital Bylaws, the ECHD Board appointed the El
Camino Hospital Board Member Election Ad Hoc committee in June 2014 and developed
a Process for Re-Election and Election of Non-District Board Members to the El Camino
Hospital Board which was approved by the ECHD Board in December 2014 and revised
in March 2015(See attachment in Item 15(c).
Since it appears that the ECHD Board ad hoc committee is fulfilling the role of the
Nominating Committee in the Hospital Bylaws, the ECHD Board may want to consider
revising the Hospital Bylaws to amend and restate Article III and Article V to reflect the
current process.
2
Separator Page
Att 15c.i - Process for Re-Election.pdf
Date:
El Camino Healthcare District Board Meeting –
May 19, 2015
To:
El Camino Healthcare District (“ECHD”) Board
From:
John Zoglin, Member, ECH Board Member Election Ad Hoc
Committee
Subject:
Agenda Item 15c – El Camino Hospital Board Member Election
Ad Hoc Committee Report – Election and Re-Election Process
Board Action:
Possible Motion: To approve the recommended recruitment
process to fill the ECH Board position with a term expiring on
June 30, 2015 as described in Section 1B below.
1. Recommended Recruitment Process:
A. Summary:
Over the last year, we have continued to refine our processes with respect to the
transformation of the El Camino Hospital (“ECH”) Board governance structure which we
began in 2012. Consistent with our focus on competency based criteria for electing NonDistrict Board Members to the ECH Board (as well as the ECH Board’s focus on
competency based appointments to its Advisory Committees), we asked the ECH
Governance Committee to recommend the highest priority gaps in competencies of the
current ECH Board in light of the current healthcare industry environment. The
Governance Committee identified three major areas which both the ECH Board and this
Board approved. The Ad Hoc Committee is currently determining whether individuals
with these competencies are available in the marketplace. (See Agenda Item 15a)
B. Recommendation:
We recommend that we select a candidate in June to fill a position on the ECH
Board with a 3year term effective July 1, 2015. In making that selection, we should
balance Director Tandon’s expertise and experience, which we determined to be
important when we selected her in 2012, against the expertise of other potential
candidates who might be a better fit to fill the identified gaps now and going
forward. This process would include public interviews of finalists including Director
Tandon if she is interested in participating.
2. Attachment:
Process for Re-Election and Election of Non-District Board Members to The El Camino
Hospital Board of Directors
Separator Page
Att 15c.i.2 - ECH Director Re-Election Process Approved
12 9 14.docx
Process for Re- Election and Election
Of Non-District Board Members
To The El Camino Hospital Board of Directors.*
A. Timeline:
1. FYQ1 - Regular District Board Meeting –
a. Prior to Meeting, District Board Chair (i) asks the El Camino Hospital Director,
who is not also a member of the District Board whose term is next to expire (Non District
Board Member “NDBM”) to declare interest and (ii) informs the District Board of intent
(via Board packet).
b. District Board appoints an Ad Hoc Committee composed of two District Board
member(s).
2. FYQ2 - Regular District Board Meeting
a. Prior to the Meeting, District Board Members:
i. Complete the ECH Board Competency Matrix and ECH Board Member
Re-Election Report Surveys
ii. Review Position Specification in place at time of election to the
Hospital Board and the ECH Board Member NDBM Job Description.
b. At the Meeting – Discuss portfolio of skills needs.
3. FYQ2 – Regular District Board Meeting –
a. Prior to the Meeting:
i. Ad Hoc committee analyzes evaluations, (2) (a) above, interviews the
NDBM, and develops recommendation regarding re-election of NDBM to the Hospital
Board.
ii. Hospital Board develops revised recommended Position Description if
the District Board requests it to do so.
b. At the Meeting:
i. District Board considers re-election of NDBM.
ii. If NDBM is re-elected, the Hospital Board shall be notified.
iii. If NDBM is not re-elected, the District Board will authorize external
recruitment of a new NDBM.
4. FYQ3 - Begin external search if necessary.
5. FYQ3 - Regular District Board Meeting –
a. Ad Hoc Committee to present an interim update to the District Board.
i. Incorporate Board feedback into further recruitment efforts.
ii. Plan for interviews – direct staff to schedule.
6. FYQ4 - Regular District Board meeting –
1
a. Prior to the Meeting – Ad Hoc Committee to summarize interviews for the
Board packet and make a recommendation to the District Board
b. District Board Considers AD Hoc Committee recommendation and votes to
elect new NDBM to the Hospital Board.
7. This process to be confirmed by the District Board annually when the process is
complete.
8. The following matters are delegated to the El Camino Hospital Board Governance
Committee:
a. FYQ3 – Review and recommend changes to the survey tools identified in
section 2(a)(i).
b. FYQ3 – Review and recommend changes to this process.
c. FYQ3 – Review and recommend changes to NDBM Position Specification and
Job Description.
d. Participate in the recruitment effort of new NDBM as described in item 4
above.
B. General Competencies:
1. Understanding of the vital role El Camino Hospital plays in the broader region.
2. Loyalty to El Camino Hospital’s charitable purposes.
3. Knowledge of healthcare reform (Affordable Care Act) implications.
4. Ability to understand and monitor the following:
a. Diverse portfolio of businesses and programs
b. Complex partnerships with clinicians
c. Programs to create a continuum of care
d. Investment in technology
e. Assumption of risk for population health
f. Resource allocation
g. Quality metrics
5. Commitment to continuing learning.
6. Demonstrated strategic thinking.
7. Efforts to recruit potential Advisory Committee members.
8. Understanding and support of the role the District Board plays in Governance of the
501(c)(3) corporation.
C. Portfolio Skill Set:
1. Complimentary to skill sets of other Board members (gap-filling).
2. Applicable to the then current market. (See, Competency Matrix)
D. Other Criteria:
1. Positive working relationship with other Board members.
2. Productive working relationship with the El Camino Hospital CEO.
3. Attendance at Board and Committee meetings.
4. See, Competency Matrix
*Approved 12/9/14; Revised 3/17/15
2
Separator Page
Att 15c.ii - Nandini's Attendance.pdf
Attendance Record for ECH Director Nandini Tandon for FY 14 - April 2015
1) Vice Chair, EHCB, 2) Chair, Executive Compensation Committee, 3) Former Member, Governance Committee, and 4) Member, Finance Committee
ECH Board Meetings
Dates:
7/10/2013
Attendance
Y
9/11/2013
10/9/2013
11/13/2013
1/8/2014
2/12/2014
3/12/2014
4/9/2014
5/14/2014
6/11/2014
Y
Y
N
N
N
N
Y
Y - by phone
Y
8/13/2014
Y - by phone/
lost call
9/10/2014
Y - by phone/
lost call
10/8/2014 11/12/2014 1/14/2015 2/11/2015 3/11/2015
Y
Y
N
Y
Y
4/8/2015
Y
Joint Board Meetings
Dates:
3/12/2014 (EC)
Attendance Y - By Phone
5/27/14 (FC) 6/11/14 (CC) 8/13/14 (IC)
Y
Y
Y - by phone
11/12/2014 (QC)
Y
Special Board Meetings
Dates:
4/23/2014
N
Attendance
Board Retreat
Dates:
Attendance
2/8/2014
N
Board Effectiveness Session
Dates:
8/27/2013
Attendance
Y
Summary
% of assigned meetings attended in person:
% of assigned meetings attended in person or by phone:
(not including where the connection was lost early in the meeting)
2/7/2015
Y
2/5/2014
N
5/13/2014
N
Semi-Annual Educational Sessions
Dates:
10/23/2013
11/19/2014
Attendance
Y
N
3/25/2015
Y
Governance Committee Meetings
Dates:
9/3/2013
10/8/2013
Attendance
Y
N
11/5/2013
Y
1/7/2014
N
2/4/2014
N
Executive Compensation Committee Meetings
Dates:
9/19/2013
11/21/2013 1/28/2014
Attendance
Y
N
N
3/20/2014
N
5/15/2014
Y - by phone
Finance Committee Meetings
Dates:
7/30/2013
Attendance
N
1/27/2014
N
3/24/2014
N
9/24/2013
N
11/25/2013
N
Joint Investment and Finance Committee Meeting
Dates:
1/26/2015
Attendance
N
3/4/2014
Y - by phone
4/1/2014
Y
9/25/2014 11/20/2014
Y - by phone Y (by phone)
5/27/2014
Y
7/28/2014
N
6/3/2014
Y
8/5/2014
N
2/26/2015
Y
4/22/2015
Y
9/29/2014
N
1/26/2015
N
9/30/2014 resigned from
GC
N
3/30/2015
Y
41.94%
56.45%
(26/62)
(35/62)
Separator Page
Att 16 - Cover Memo - Agenda Item 16 - Possible Bylaws
Revisions.docx
Date:
El Camino Healthcare District Board Meeting –
May 19, 2015
To:
El Camino Healthcare District (“ECHD”) Board
From:
Mary Rotunno, Associate General Counsel
Subject:
Agenda Item 16 – Possible ECH Bylaws Change: Regarding
Individuals Serving Simultaneously as the Chair of the ECH Board
and the Chair of the ECHD Board
Board Action:
Discussion/Possible Motion: To Approve the Proposed
Revision to Article VIII, Section 8.8(a) of the El Camino
Hospital Bylaws
The ECHD Board Chair and Vice Chair requested that the Board consider
adopting a rule prohibiting simultaneous service as Chair of both the El Camino Hospital
Board and the El Camino Healthcare District Board. If the Board wishes to adopt such a
rule, it could be accomplished by revising Article VIII Section 8.8a of the El Camino
Hospital Bylaws as follows:
“8.8 Duties and Qualifications of Officers. The officers shall have such
duties, in addition to those set forth below, as the Board shall specify by resolution from
time to time.
(a)
Chairperson. The Chairperson shall preside at all meetings of the
Board. Except as provided in Section 13.1, the Chairperson shall have authority to
execute in the name of the Corporation all bonds, contracts, deeds, leases, and other
written instruments to be executed by the Corporation, and shall perform such other
powers and duties as may be from time to time assigned to him or her by the Board or set
forth in these Bylaws. The Chairperson of the El Camino Hospital Board of
Directors may not simultaneously serve as the Chairperson of the El Camino
Healthcare District Board of Directors.”
It is not necessary to revise the El Camino Healthcare District Bylaws.
Separator Page
Att 17 - Cover Memo - Agenda Item 17 - Board Officer
Election.docx
Date:
El Camino Healthcare District Board Meeting –
May 19, 2015
To:
El Camino Healthcare District (“ECHD”) Board
From:
Cindy Murphy, Board Liaison
Subject:
Agenda Item 17 – Board Officer Election
Board Action:
Election of Board Officers (Chairperson, Vice Chairperson
and Secretary/Treasurer) for a term of two years effective July
1, 2015.
At its March 17, 2015 meeting, the Board adopted a motion to take nominations
from the floor for election of Board Officers. Although the Bylaws provide for separate
Offices of Secretary and Treasurer, it has been the Board’s practice to elect one
individual to serve as both. The election may take place in the following order by a roll
call vote following nominations from the floor.
1. Chairperson
2. Vice Chairperson
3. Secretary/Treasurer