Indian River Memorial Hospital, Inc. d/b/a
Indian River Medical Center
Jan 28, 2015 at 05:00 PM - 06:30 PM
IRMC Boardroom
1000 36th Street
Vero Beach, FL
This meeting may be recorded
Meeting Book - Board of Directors
Board of Directors
Call to Order
Wayne T. Hockmeyer, Ph. D.
Approval of Minutes
For Action
Wayne T. Hockmeyer, Ph. D.
Minutes dated December 10, 2014
Chairman's Report
Page 5
For Information
Wayne T. Hockmeyer, Ph. D.
Annual Meeting
2015 Meeting Dates
For Action
Meeting Dates
2015 Committee Membership
Page 11
For Action
Committees
Health Systems of Indian River, Inc.
Page 13
For Action
2015 Board of Directors
Indian River Health Services Corp.
Page 17
For Action
2015 Board of Directors
Vero Radiology Associates, LLC
Page 18
For Action
2015 Board of Directors
Foundation Chairman's Report
Page 19
For Information
Anthony Woodruff
December 2014
President's Report
Page 20
For Information
Jeffrey L. Susi
January 2015
Jananuary 2015
Page 22
Graduate Medical Education
For Action
GME
Risk Manager
Page 27
For Action
Risk Manager
Clinical Research Committee
Page 28
For Action
Clinical Research Committee
Page 29
Joint Conference Committee
Charles Celano, M.D.
Medical Staff Bylaw Revision
Affiliate Staff Bylaw Revision
Page 30
Finance Committee
Jack Weisbaum
FY 2014 Audit
For Action
Financial Review
For Information
Keith Morgan
Greg Gardner
1st Quarter FY 2015 Financial Information Consolidated, Hospital & Physician
Review Business Line Financial performance - Urgent Care
FY 2015 Budget, Actual FY 2014 and FY 2013
Page 32
For Information
Greg Gardner
Point West Urgent Care
Page 40
Sebastian Urgent Care
Page 42
Other Business
Business Line/Project Financial Performance Review
FY 2015 Schedule
For Action
Greg Gardner
Business Line
Page 44
Governance Committee
Wayne Hockmeyer, Ph.D.
Board Self Evaluation
For Information
Foundation Bylaws & Articles of Incorporation
For Action
Wayne T. Hockmeyer, Ph. D.
William Stewart, Esq.
Bylaw Revisions
Page 45
Articles of Incorporation
Page 66
Proposed IRMC Bylaw Revisions
For Action
Wayne T. Hockmeyer, Ph. D.
Bylaw Revisions
Page 74
Attendance at Board Meetings
Legal Opinion
Update on Lease & Indigent Care Agreement
Page 75
For Information
William Stewart, Esq.
Other Business
Wayne T. Hockmeyer, Ph. D.
Public Comment
Adjoun to the Private Session
For Information
INDIAN RIVER MEMORIAL HOSPITAL, INC.
D/B/A
INDIAN RIVER MEDICAL CENTER
BOARD OF DIRECTORS
MINUTES
The regular meeting of the Indian River Medical Center Board of Directors was convened by
Chairman Thomas Segura on December10, 2014 at 5:00 p.m. in the Hospital Boardroom.
MEMBERS PRESENTS:
Thomas Segura, Chairman
Charles Celano, M.D.
Michael Hammes
Kathy Hendrix
Wayne Hockmeyer, Ph.D.
William Kelley, M.D.
Marion Kennedy, R.N.
John Lindenthal, M.D.
Hugh McCrystal, M.D.
Keith Morgan
Jack Pastor
Theodore Perry, M.D.
Matthew Reiser
Jeffrey L. Susi
Jack Weisbaum
Anthony Woodruff
MEMBERS EXCUSED:
Fran Ross, Esq.
OTHERS PRSENT:
Liz Bruner
Lewis Clark, Jr.
Damien Coltey
Jan Donlan
Eugene Feinhour
Warren Fuller
Greg Gardner
Lisa Licitra
Stuart Lockman, Esq.
Charles Mackett, M.D.
Ann Marie McCrystal, R.N.
Karen Mitchell
William Neil
Edwin Ramos
Steven Salyer
Grace Simonson
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Thomas Spackman, M.D.
William Stewart, Esq.
Richard Van Lith, Pharm. D.
Betsy Whisman
Upon MOTION made by Dr. McCrystal, duly seconded by Ms. Kennedy and unanimously
carried the Board of Directors approved the Minutes date October 22, 2014.
CHAIRMAN’S REPORT
Mr. Segura express how pleased he was with the start of the new fiscal year. Admissions were
off to a good start and inpatient surgeries are up. The Hospital is seeing a real improvement.
The Hospital and District negotiations have moved from the Indigent Care Agreement (ICA) into
the Lease. Mr. Segura asked Mr. Stewart to update the Board.
Mr. Stewart explained that the negotiating committee has met several times. The general
discussion is toward finding a constructive solution to the differences. The ICA and Lease are
tied together and IRMC has advised the District that it is willing to discuss changes in the ICA
that affect the Lease. The District wants to package all the documents together. This is not the
charge that the IRMC negotiating committee has been given by the Board. The District has
hired a financial consultant to evaluate the reimbursements to IRMC. When there is a proposal,
the negotiating committee will bring it to the Board for approval. The Team is hopeful that the
financial consultant will move the process along.
Mr. Morgan asked what the charge was from the District to the Financial Consultant. Mr.
Gardner stated that IRMC did not know the scope of work but there have been positive
interactions.
Mr. Weisbaum asked if anyone else had reviewed the lease. Mr. Stewart explained that when
he drafted the original lease, he was the attorney for the District. The lease has been revised
over time with significant revisions reviewed by outside counsel. The last lease was in 2012
and it was reviewed extensively.
Dr. McCrystal explained that he has been involved in at least two of the reimbursement
discussions between the Hospital and the District. The “Bolwell” methodology is based on the
Medicare Cost Report. This formula works. The Partners Program was started by the District.
It is their program and they agreed to reimburse the expenses so the Hospital would breakeven
on the services provided. The Partners Program is the District’s responsibility. The
reimbursement the District is proposing will make the Hospital lose money on this program.
Discussion ensued.
FOUNDATION CHAIRMAN’S REPORT
Mr. Woodruff reported that the season has started on a positive note. A kick-off event was held
at Johns Island with presentations on the Emergency Department. The Foundation Board is
hopeful they will be able to complete the Cancer Care Campaign this year.
PRESIDENT’S REPORT
Mr. Susi presented the following items from the President’s Report:
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•
•
•
•
•
•
•
•
An Education Retreat has been scheduled for January 29th to begin the process to
strategically address governance and physician alignment. The Retreat will include
Board Members, Trustees and Executive Committee Members from the Foundation.
James Orlikoff will be the presenter.
An IRMC Task Force on Graduate Medical Education previously recommended
development of GME programs in internal medicine, general surgery, emergency
medicine and imaging. Late in fiscal year 2011, the Board agreed to place on hold, for a
period of three years, any action on GME. Several members of the Medical Staff are
very much in favor of revisiting the proposal to develop GME. In January, the Board will
be asked to assign a workgroup to revisit and review previous recommendations.
Indian River Medical Associates held a quarterly meeting on November 9th. For the first
time, IRMA was defined as all employed and hospital-based contract physicians, a group
greater than 100.
The search for Chief Nursing Officer is being handled by Skip Fiordalis of Weaverly
Partners. We are hopeful that the first candidates will be visiting IRMC in February.
Musculoskeletal Disease Task Force will be chaired by Dr. Kelley and will include Drs.
Weil, Kennedy, Stowe and Mackett along with Mr. Segura. The first meeting is
scheduled for December 12th to address resource needs in musculoskeletal diseases to
better serve the community. Additionally, the Task Force will serve as a
recruitment/selection committee to address physician leadership needs.
IRMC joined other not-for-profit hospitals such as Martin Memorial Health System and
Jupiter Medical Center on record expressing concern regarding the negative impact of
All Aboard Florida, specifically as it relates to delays in accessing emergency care.
The True Beam Linear Accelerator was installed on October 8th and the first patient was
treated on November 3rd.
New Board Member Orientation will be held on January 13th while New Trustee
Orientation will be held on October 21st.
Joint Conference Committee
•
Confirmation of Medical Staff Representative to the Board
Upon MOTION made by Dr. Celano, duly seconded by Dr. McCrystal and unanimously
carried, the Board of Directors accepts the nomination of Pranay Ramdev, M.D. as Medical
Staff Representation. Dr. Ramdev’s term will run from January 1, 2015 through December
31, 2016.
•
Medical Staff Privilege Forms
Dr. Celano presented a new privilege form for Electromagnetic Navigational Bronchoscopy.
This privilege will only be available to those physicians who hold core privileges in
Pulmonary Disease.
Upon MOTION made by Dr. Celano, duly seconded by Dr. McCrystal and unanimously
carried the Board of Directors approves the Electromagnetic Navigational Bronchoscopy
privilege form as presented.
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•
Affiliate Staff Application
The Credentials Committee has revisited the Affiliate Staff privileges because members of
the physician community would like to stay connected to the Medical Center and their
patients even though they do not admit patients to the Medical Center. This revision will
allow physicians to request an application for Affiliate Staff privileges instead of being
invited. Affiliate Staff privileges allow a physician to view patient records but do not have
voting privileges on the Medical Staff. The applications for Affiliate Staff will be expedited
with review by the CMO or Chair of Credentials. The goal is to promote continuum of care.
The Committee reviewed the Affiliate Staff Policy revisions, Affiliate Staff Bylaw revisions
and the revisions to the Affiliate Staff Application & Consent/Release form.
Upon MOTION made by Dr. Celano, duly seconded by Dr. Hockmeyer and unanimously
carried, the Board of Directors approves the revisions to the Affiliate Staff Policy, the Affiliate
Staff Bylaw, and the Affiliate Staff Application & Consent/Release form as presented. It
was noted that the Medical Staff will vote on these revisions at the next Medical Staff
Quarterly meeting.
•
Clinical Research Review Committee Charter
Dr. Mackett presented a charter for the New Clinical Research Review Committee.
Previously, all research was centered on pharmacy and protocols regarding drug usage. As
the Medical Center moves forward with the Comprehensive Cancer Program, it will be
participating in clinical research with Duke Medicine. A Director of Clinical Research has
been hired.
Discussion ensued.
Several revisions were suggestion.
• Under Procedure Section A number 1 add an “or” between (HPA) and alternate
• Under Procedure Section A numbers 5, 6 and 7, add the phrase “or alternate with
similar background.”
• Under Procedure Section C number 6 add an additional bullet after “a.” It should
read “b. Complete appropriate IRB review and approval.”
• Under Procedure Section C add number 8 which should read “The IRMC CRRC will
provide regular not less than annual reports to the Medical Executive Committee and
the Patient Committee of the Board of Directors.”
Upon MOTION made by Dr. Celano, duly seconded by Dr. McCrystal and unanimously
carried, the Board of Directors approve the Clinical Research Review Committee Charter as
presented with the noted revisions.
•
Cancer Committee Chairperson
Dr. Heather Nagel has agreed to be the Chairperson for the Cancer Committee. This is an
administrative appointment and requires no action. Dr. Perry previously served in this
position.
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FINANCE COMMITTEE
•
Financial Review
Mr. Gardner presented consolidated financials for the month of October 2015. On a
consolidated basis, bottom line performance was break even, with expenses equal to net
revenue. Performance was $180k better than budget and $480k better than last year
experience. Approximately 40% of the improved results were driven by the acquisition of the
Imaging business. Volume metrics were very strong with 10% growth in inpatient activity
over prior year and budget.
Hospital only revenue grew 14% over the prior year, outpacing the 10% growth in expenses.
Excess of revenue over expense for the hospital was $632k or $479k better than budget
and $530k better than prior year.
For the month of October the Hospital booked approximately $100k more in Indigent Care
reimbursement than what the District has budgeted. Mr. Garnder explained that within a
footnote to the FY 2015 budget, was a variance of $2M between the hospital budgeting $9M
of indigent Care reimbursement and the District budgeting $7M.
•
Assessment of Pension Plan Risk Management Tactics
The Finance Committee received an Assessment of the Pension Plan Rick Management
Tactics from Robert Bruechert of Towers Watson. The Finance Committee decided not to
pursue the lump sum settlement or the retiree annuity purchase option at this time.
Nominating Committee
Dr. Kelley advised that the IRCHD Trustees had appointed Gerri Smith as their appointment to
the Class of 2017 on the Board of Directors for a three year term. Ms. Smith is very
accomplished with a background in education. She has served on hospital boards in the past.
The Nominating Committee recommends the following appointments:
•
•
Hugh McCrystal, M.D. to the Class of 2016 for a two year term in the unexpired seat of
Thomas Segura
Donald Laurie to the Class of 2017 for a three year term
Dr. Kelley explained that Mr. Laurie was recognized worldwide as a leader and a consultant for
leadership at major corporations. He will bring an important role to this Board.
Discussion ensued.
Upon MOTION made by Dr. Kelley, duly seconded by Ms. Hendrix and unanimously carried, the
Board of Directors appoints Hugh McCrystal, M.D. to the Class of 2016 for a two year term and
Donald Laurie to the Class of 2017 for a three year term.
Chairman’s Reflections
Mr. Segura reflected on the past 10 years that he has served on the Board of Directors and
thanked each of the outgoing Board Members for their service to IRMC and the community.
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Thank You Gifts were distributed.
The meeting adjourned to the private session at approximately 6:08 p.m.
Respectfully submitted,
William Kelley, M.D.
Secretary
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January
January 13, 2015
9:00 am New Board Member
Orientation
January 21, 2015
9:00 am Trustee Orientation
January 26, 2014
2:00 pm Executive Compensation
Compliance Subcommittee
4:00 pm Joint Conf.
5:00 pm Patient Care
January 27, 2015
1:00 pm Audit Subcommittee
2:00 pm Finance
January 28, 2015
Board and Committee Meeting
Schedule
2015
February
February 4, 2015
9:00 am Strategic Planning
Committee
March
March 5, 2015
9:00 am Strategic Planning
Committee
March 6, 2015
9:00 am Joint Meeting of Health
Systems, Health Services & VRA
Boards
10:00 am Education Session on
Population Health
2:00 pm Compliance Committee
3:00 pm Governance
5:00 pm Board
March 24, 2015
January 29, 2015
March 25, 2015
9:00 am Education Retreat for
Governing Boards with Jamie
Orlikoff
2:30 pm Nominating
4:00 pm Joint Conference
5:00 pm Patient Care
January 30, 2015
March 26, 2015
7:00 am MEC Strategic Session
9:00 am Strategic Planning
Committee
3:00 pm Governance
4:30 pm Finance
DRAFT
January 21, 2015
May
May 19, 2015
12:00 pm Investment
Subcommittee
1:00 pm Finance
May 20, 2015
10:00 am Executive
Compensation Compliance
Subcommittee
4:00 pm Joint Conference
5:00 pm Patient Care
May 21, 2015
3:00 pm Compliance
5:00 pm Board
3:00 p.m. Compliance
5:00 pm Board
11 of 76
January 21, 2015
Board and Committee Meeting
Schedule
2015
DRAFT
December
August
August 25, 2015
4:00 pm Joint Conference
5:00 pm Patient Care
October
October 26, 2015
3:00 pm Nominating
4:00 pm Joint Conference
5:00 pm Patient Care
12:00 pm Executive Compensation
Compliance Subcommittee
1:00 pm Compliance Committee
December 9, 2015
August 26, 2015
October 27, 2015
1:30 pm Governance
3:00 pm Finance
1:00 pm Investment Subcommittee
2:00 pm Audit Subcommittee
3:00 pm Finance
3:00 Nominating
4:00 pm Joint Conf.
5:00 pm Patient Care
December 10, 2015
August 27, 2016
5:00 pm Board
December 8, 2015
October 28, 2015
2:00 pm Governance
3:00 pm Compliance
5:00 pm Board
3:00 pm Finance
5:00 pm Board
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IRMC Board of Directors Committee Membership
Proposed 2015
Executive Committee
Wayne Hockmeyer, Ph.D.
Jack Pastor
Jack Weisbaum
William Kelley, M.D.
Kathy Hendrix
Charles Celano, M.D.
Jeffrey Susi
Chairman
Vice Chaiman
Treasurer
Secretary
Independent Director
Chief of Staff
CEO, exofficio without vote
Michael Hammes
Wayne Hockmeyer, Ph.D.
Committee Chairman
Chair, exofficio
Independent Director
Independent Director
Independent Director
Independent Director
Foundation Director
Vice Chief of Staff
Trustee
CEO, exofficio without vote
Strategic Planning*
Donald Laurie
Jack Weisbaum
William Kelley, M.D.
Kathy Hendrix
Anthony Woodruff
John Lindenthal, M.D.
Thomas Spackman, M.D.
Jeffrey Susi
Finance Committee
Jack Weisbaum
Wayne Hockmeyer, Ph.D.
Michael Hammes
Keith Morgan
Jack Pastor
Matthew Reiser
Fran Ross, Esq.
Anthony Woodruff
Eugene Feinour
Allen Jones
Jeffrey Susi
Treasurer
Chair, exofficio
Independent Directors
Independent Directors
Independent Directors
Independent Directors
Independent Directors
Foundation
Trustee
Trustee
CEO, exofficio without vote
Compliance*
Wayne Hockmeyer, Ph.D.
Jack Weisbaum
Michael Hammes
Donald Laurie
William Kelley, M.D.
Keith Morgan
Jack Pastor
Gerri Smith
*Held in executive/private session
**Part of the meeting in executive/private session
Committee Chair
Treasurer
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
January 27,13
2015
of 76
IRMC Board of Directors Committee Membership
Proposed 2015
Physician Compensation Compliance Subcommittee (of Compliance)*
Jeffrey Susi
Committee Chair
William Kelley, M.D.
Independent Director
Michael Hammes
Independent Director
Greg Gardner
Management
Charles Mackett, M.D.
Management
Executive Comp. Compliance Subcommittee (of Compliance Committee)*
Wayne Hockmeyer, Ph.D.
Jack Pastor
Jack Weisbaum
William Kelley, M.D.
Matthew Reiser
Chairman
Vice Chairman
Treasurer
Secretary
Independent Director
Governance Committee
William Kelley, M.D.
Wayne Hockmeyer, Ph. D.
Kathy Hendrix
Donald Laurie
Gerri Smith
Matthew Reiser
Harry Webber
Jeffrey Susi
Nominating Subcommittee (of Governance Committee)
Wayne Hockmeyer, Ph.D.
Jack Weisbaum
Eugene Feinour
Thomas Spackman, MD
*Held in executive/private session
**Part of the meeting in executive/private session
Communitee Chair
Chair, exofficio
Independent Director
Independent Director
Independent Director
Independent Director
Trustee
CEO, exofficio without vote
Committee Chair
Independent Director
Trustee
Trustee
January 27,14
2015
of 76
IRMC Board of Directors Committee Membership
Proposed 2015
Joint Conference Committee**
Wayne Hockmeyer, MD
Jack Pastor
Jack Weisbaum
William Kelley, MD
Charles Celano, MD
John Lindenthal, MD
Pranay Ramdev, M.D.
Hugh McCrystal, MD
David Lazen, MD
Geoffrey Wolf, MD
Jeffrey L. Susi
Chairman
Vice Chairman
Treasurer
Secretary
Chief of Staff
Vice Chief of Staff
Med Staff Rep
Chair of Patient Care
Chair of Credentials
Secretary/Treasurer
President/CEO
Patient Care Committee*
Hugh McCrystal, M.D., Chair
Charles Celano, M.D.
John Lindenthal, M.D.
Pranay Ramdev, M.D.
Wayne Hockmeyer, Ph.D.
Michael Hammes
Kathy Hendrix
Donald Lauie
William Kelley, M.D.
Keith Morgan
Jack Pastor
Matthew Reiser
Fran Ross, Esq.
Gerri Smith
Jack Weisbaum
Anthony Woodruff
Katherine Lum, M.D.
Harry Phillips, M.D.
Michael Weiss
Jeffrey L. Susi
*Held in executive/private session
**Part of the meeting in executive/private session
Committee Chair
Chief of Staff
Vice Chief of Staff
Med Staff Rep
Chair, exofficio
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Foundation Director
Chair of Performance Improvement
Duke Representative
Trustee
President/CEO
January 27,15
2015
of 76
IRMC Board of Directors Committee Membership
Proposed 2015
Investment Subcommittee (of Finance Committee)
Jack Pastor
Wayne Hockmeyer, Ph.D.
Michael Hammes
Jack Weisbaum
Anthony Woodruff
Jeffrey L. Susi
Allen Jones
Charles Sheehan
Robert Wood
Audit Subcommittee (of Compliance)*
Keith Morgan
Jack Weisbaum
Wayne Hockmeyer, Ph.D
Jack Pastor
Matthew Reiser
Fran Ross, Esq.
Michael Hammes
Anthony Woodruff
Jeffrey Susi
*Held in executive/private session
**Part of the meeting in executive/private session
Committee Chair
Chair, exofficio
Independent Director
Independent Director
Foundation
President/CEO
Trustee
Community Member
Community Member
Committee Chair
Treasurer
Chair, exofficio
Independent Director
Independent Director
Independent Director
Independent Director
Foundation Director
CEO, exofficio without vote
January 27,16
2015
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HEALTH SYSTEMS OF INDIAN RIVER, INC.
BOARD OF DIRECTORS
2015
Wayne Hockmeyer, Ph.D., Chairman
Jeffrey L. Susi, President
Jack Pastor, Vice Chairman
William Kelley, M.D., Secretary
Jack Weisbaum, Treasurer
Charles Celano, M.D., Chief of Staff
John Lindenthal, M.D., Vice Chief of Staff
Pranay Ramdev, M.D. Medical Staff Representative
Michael Hammes
Kathleen Hendrix
Donald Laurie
Hugh McCrystal, M.D.
Keith Morgan
Matthew Reiser
Fran Ross, Esq.
Gerri Smith
Anthony Woodruff
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INDIAN RIVER HEALTH SERVICES CORP.
BOARD OF DIRECTORS
2015
Wayne Hockmeyer, Ph.D., Chairman
Jeffrey L. Susi, President
Jack Pastor, Vice Chairman
William Kelley, M.D., Secretary
Jack Weisbaum, Treasurer
Charles Celano, M.D., Chief of Staff
John Lindenthal, M.D., Vice Chief of Staff
Pranay Ramdev, M.D. Medical Staff Representative
Michael Hammes
Kathleen Hendrix
Donald Laurie
Hugh McCrystal, M.D.
Keith Morgan
Matthew Reiser
Fran Ross, Esq.
Gerri Smith
Anthony Woodruff
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Vero Radiology Associates, LLC
2015 Board of Directors
Jeffrey L. Susi, Chairman
Gregory Gardner, Treasurer, Secretary
_______________________
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Indian River Medical Center Foundation Report
Indian River Medical Center
Board of Directors
December 2014
Campaign for Excellence in Cancer Care
In support of the Foundation Board’s goal to complete the Campaign for Excellence in Cancer Care
in calendar 2015, Leadership Committees are actively engaging prospects within their
respective communities. With Easter early in April, committees recognize the importance of
connecting promptly with top prospects for maximum opportunity to enlist their commitments
to the campaign. To date, $36.8 million has been raised toward the $48 million goal, with
additional contributions earmarked to endow Excellence in Cancer Care.
Grand Harbor’s Leadership Committee hosted 145 guests for the first of three Eagle Dinner
planned for 2014-15. Featuring Dr. Jared Christensen, Director, Duke Lung Cancer Screening
Program/Division Chief, Cardiothoracic Imaging, the evening introduced IRMC’s leading edge,
life-saving lung screening program developed in cooperation with Duke and IRMC
pulmonologists Drs. Michelle Maholtz, Diego Maldonado, John Suen and Michael Tonner;
radiologist Heather Nagel; and internist Maurico Munoz.
Beginning in January, at least eight prospect education and engagement events, such as Eagle
Dinners and Medical Lectures, will take place monthly, interspersed with individual and small
group tours, leadership luncheons and meetings to promote campaign support. Committees
continue to develop prospect engagement strategies and action steps tailored to their unique
communities, such as private receptions or dinners.
Communications
Major components of the Foundation’s new communications program debuted in the January
issue of Vero Beach Magazine and the January 8 issues of Vero Beach 32963 and its sister
publication Vero News/Sebastian News. Thanks to the support and guidance of key Foundation
board members and community leaders, the Foundation is embarking on a year-long ad
campaign that gives donors, grateful patients, physicians and other community leaders an
opportunity to tell the publications’ readers in their own words “What Really Matters” about
healthcare and IRMC.
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Planned Giving
To generate long-term funding for IRMC, the Foundation is expanding its endowment efforts
with a focus on providing an array of opportunities for donors to give funds in perpetuity.
Establishing and marketing general and program-specific endowment funds opens the door for
significant estate gifts, greatly enhancing our current Planned Giving program. A newly
developed Endowment Policy will be presented by the Planned Giving Committee for
Foundation Board approval in January.
Stewardship
On January 7, the Foundation conducted one of a series of seasonal Circle of Care Health Fairs
for Sustaining Eagles and members of The James B. Malloy Society. As always, donors enjoyed the
single-stop opportunity to receive private clinical services and advice in six different areas of
care, followed by a gourmet breakfast. Sustaining Eagles are those who contribute a total of
$10,000 or more in cash or cash equivalents within a calendar year and members of the Malloy
Society have contributed $250,000 or more.
Community Outreach
The Foundation along with other charitable organizations and local businesses has been invited
to participate in a Community Enhancement Fair at Grand Harbor on January 16. As part of the
Welcome Back Weekend activities, the fair offers Grand Harbor members an educational
opportunity with each fair participant.
FY15 Annual Fund
As of January 14, 2015 the Foundation has received $1,722,336 in unrestricted gifts and pledges
to the Annual Fund for FY2015 vs. $1,492,196 in unrestricted gifts and pledges for the same
period last year, representing an increase of $230,140 or 15.4%. Annual Fund contributions
result from direct mail appeals, including the Grateful Patient appeal, honor/memorial gifts,
estate distributions, unsolicited gifts, gifts through the website, and personal solicitations.
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PRESIDENT’S REPORT
January 2015
•
Season Comes Early
Every year, we experience a few days where it seems that we just do not have enough
staffed beds to handle the increased demand that comes with season. This year,
season came early, and in the second week of January we found ourselves scrambling
to find enough rooms to for patients requiring admission. Additionally, we are seeing a
welcomed increase in operating room activity. In response, the planned opening of
seasonal beds, and staffing, has been moved up. Looking forward, the Operations
Team is reallocating space to make available additional beds, more than originally
planned, to get us through what we hope will be a very busy season. Staffing has been
increased to accommodate the increased activity and we are actively exploring
opportunities to expand surgical capacity. More detailed information will be provided at
the Patient Care Committee.
•
Education Retreat
A Board Education Retreat will be held on Thursday, January 29th at Costa d’esta.
James Orlikoff will present on the healthcare environment, governance and integrated
health systems. IRMC Board Members, Trustees and Executive Committee members of
the Foundation Board have been invited to participate.
•
Indigent Care Agreement Negotiations
Dr. Hockmeyer and Dr. Spackman have had a couple of meetings, trying to facilitate
successful negotiation of the Indigent Care Agreement and related changes to the
Lease. They have met both privately and with attorneys. On a parallel track, the District
has engaged a consultant to assist with developing a reimbursement formula and the
District has acknowledged receiving a preliminary report from their consultant. While our
finance staff has met with the consultant and shared information as requested, we have
not yet received a proposal from the District recommending a reimbursement formula for
our consideration.
•
Board Orientation
A general Board Orientation was held on Tuesday, January 13th, and was attended by all
three new Board Members as well as a few returning Directors. A similar orientation
was planned for new Trustees, but was rescheduled when only one new Trustee was
available to attend.
•
Risk Manager
Cynthia Goodrich, Paralegal, recently received her license as a Risk Manager. She
joins Rick Walker, R.N. in the risk management department as he transitions to
retirement.
At the annual meeting in January, management will recommend the
appointment of Cynthia Goodrich as IRMC Risk Manager.
•
CNO Search
Skip Fiordalis of Waverly Partners is conducting the search for the Vice President/Chief
Nursing Officer. Four candidates will be visiting IRMC for a first round of interviews in
February. The Executive Compensation Subcommittee will be reviewing the job
description. Once management has narrowed the candidate list down to the top two or
three candidates, the Executive Compensation Subcommittee and the Nursing Advisory
Committee will be asked to participate in the selection process.
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•
CLO Search
Ronald J. Ciardello from Major, Lindsey & Africa located in Boston, Massachusetts has
been retained to conduct the search for Senior Vice President/Chief Legal Officer.
Advertisements for this position will begin next week. The Executive Compensation
Subcommittee will be reviewing the job description and will be involved in the selection
process. The CLO has accountability to both the CEO and the Board, and therefore
requires approval of both.
•
Musculoskeletal Disease Task Force
A Task Force, chaired by Dr. Bill Kelley and including Drs. Weil, Kennedy, Stowe and
Mackett, met on December 12th to address resource needs in musculoskeletal diseases
to better serve our community. Staff is currently developing a comprehensive review of
the marketplace for musculoskeletal diseases which will help us identify and quantify a
detailed vision for the program and resource requirements, including leadership, needed
to achieve our vision for this most important service line.
•
Graduate Medical Education (GME)
As previously reported, management will be recommending the reconvening of a task
force to review and update the previous study and report on GME. Please see the
attached memo regarding task force membership.
•
Emergency Department Operations Update
Measurable improvements in emergency department operations through December,
2014 have been most disappointing, but recent improvements are very encouraging.
Facility improvements were completed at year-end, enabling process improvements that
are starting to show results. The most recent week in January showed the department
meeting all of its service goals in spite of a significant increase in volume. Detailed
reports will be given to the Patient Care Committee.
•
IRMC 2nd in State to Offer Wireless Heart Monitoring
IRMC is the 2nd hospital in Florida and 11th in the United States to offer the CardioMEMS
HF System. The procedure—first performed here on Dec. 12, 2014—involves implanting
a small pressure sensor in a patient’s pulmonary artery. The wireless sensor is able to
transfer information about the patient’s pulmonary artery pressure, an early indicator of
heart failure symptoms, to physicians in a remote location. The CardioMEMS HF System
is the first and only U.S. Food and Drug Administration approved heart failure monitoring
device that has been proven to significantly reduce hospital admissions when used by
physicians to manage heart failure, a disease that affects more than 5 million Americans.
Heart failure occurs when the heart is unable to pump enough blood to meet the body’s
demands and blood pressure within the heart is elevated. Pressure in the pulmonary
artery often increases before other symptoms of heart failure such as changes in weight
and blood pressure.
•
FHA Quality & Patient Safety Committee
Dr. Mackett has been appointed by the Florida Hospital Association Chairman of the
Board to serve as a member of the FHA Quality and Patient Safety Committee. Dr.
Mackett was nominated, in part, because of IRMC’s excellent performance in the FHA
2014 Hospital Engagement Network’s reduction in patient harm initiative.
•
Health & Wellness Center
Design for the Health & Wellness Center (HWC) Phase I is complete. The integrated site
plan for the Cancer Center and HWC was presented to the Indian River County Hospital
District Board on January 14th. The site plan for this project will be submitted to the
Indian River County planning staff for approval the week of January 19th.
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•
Human Resource Update
A rebuild of the recruitment process is underway, scheduled for implementation in late
January. The new process will feature an improved applicant tracking system, along
with behavior based assessment tools and behavior based interviews. The new process
will also include limited recruitment process outsourcing, leveraging our partner’s
national networks, social media and related resources.
•
Clinical Research Committee
Ongoing activities continue to build the foundation for the clinical research program. The
outcomes which will evolve from the research program will be the ability to bring cutting
edge medicine to our community through the availability of the newest oncology
treatment. Activities accomplished to date have been:
Forming a Clinical Research Review Committee - first meeting to be held January
2015
Development and approval of research policies which cover the appropriate conduct
of clinical research
Development of a training program for research and medical staff
Ongoing community education
Completion of regulatory application processes for applicable physicians who will
serve as investigators for selected studies
The IRMC and Duke collaboration is the bridging of academia medicine with community
practice and will open opportunities for both our patients and our professional staff.
•
Cancer Center Program Recruitment: Progress-to-date
Duke has evaluated 24 candidates for the Cancer Center Program Director position. A
finalist candidate was selected by Duke and IRMC that, unfortunately, had to withdraw
due to personal reasons. Recruitment has continued with Duke currently interviewing
two new candidates.
•
Cancer Program Planning: Progress-to-date
There are three major facility/equipment improvement efforts for the Cancer Program
funded by the Foundation:
Cancer Center – The TrueBeam Linear accelerator has treated 24 patients since
becoming operational in November. Site work is underway with concrete foundations
being poured the week of January 26th, followed by erection of structural steel in
February and March. Completion of the Cancer Center including; Chemotherapy,
Physician offices, Cancer support and renovation of the Radiation Oncology unit is
projected for September 2015.
Inpatient Cancer Unit – Construction for the Medical Oncology unit on 5 North is
underway and projected to be complete in late April 2015. A Mock-up of the
expanded Private room has been prepared for staff, physicians and foundation to
“fine tune” room design.
Surgery – Construction of a new Neurosurgery Operating room and renovation and
surgical equipment for General Surgery Operating Rooms is planned for “after
season”. Proctor Construction has been selected through a competitive RFP
process to be the general contractor for this project. Construction will begin in May
with a projected completion in September 2015. Additionally, staff is evaluating
opportunities to expand surgical capacity to serve both inpatients and outpatients.
24 of 76
•
Indian River Medical Associates
On January 1, 2015, Dr. Charles Celano joined the Indian River Medical Associates
physician practices. Dr. Celano has been a leader for the IRMC Medical Staff for years,
having previously served as Chief of Staff from 2002 – 2003 and from 2012 to present.
Additionally, Dr. Celano has been a member of the Medical Staff Executive Committee,
Chairman of the Department of Cardiology, Medical Director for the Cardiac Cath Lab
and current Medical Director for the Cardiac Rehabilitation program at IRMC. Dr. Celano
has also been a leader in education at IRMC having been a Clinical Instructor for the
Florida State University Medical Students at IRMC since 2006. His contact numbers will
remain the same as well as his office at 3607 15th Avenue, Suite A, Vero Beach, FL.
•
Information Technology Update
We are underway with two major wireless infrastructure changes.
All 282 of our wireless access points will be replaced with a newer AP3825
medical grade model. The AP3825 is a high-performance 802.11ac and
802.11abgn indoor access point that is purpose-built for high-density
deployments. The access point is designed to operate in heavy-user and mission
critical environments such as healthcare facilities, universities, conference
centers, arenas, and stadiums. This will assist us in supporting the demanding
voice/ video/data applications for our clinicians and mobile users. The newer
access points will also give us better Wireless Intrusion Prevention (WIPS)
functions by providing continuous scanning, threat classification, rogue AP
detection, and countermeasures against possible attacks.
Our wireless phones are being replaced. We currently have three wireless phone
systems. Over the next several months these systems will be replaced with one
Ascom wireless phone system. We will start with the Emergency Department in
order to support their need for blue tooth capability.
•
Campaign for Excellence in Cancer Care
In support of the Foundation Board’s goal to complete the Campaign for Excellence in
Cancer Care in calendar 2015, Leadership Committees are actively engaging prospects
within their respective communities. With Easter early in April, committees recognize the
importance of connecting promptly with top prospects for maximum opportunity to enlist
their commitments to the campaign. To date, $36.8 million has been raised toward the
$48 million goal, with additional contributions earmarked to endow Excellence in Cancer
Care.
•
IRMC Honored with Quality Achievement Award for Stroke Care
IRMC received the Get With The Guidelines®-Stroke Gold-Plus Quality Achievement
Award for implementing specific quality improvement measures of stroke patients. The
American Heart Association/American Stroke Association (AHA/ASA) helps hospital
teams provide up-to-date, research-based guidelines with the goal of speeding recovery
and reducing death and disability for stroke patients. Measures include aggressive use of
medications and risk-reduction therapies aimed at reducing death and disability and
improving the lives of stroke patients. According to the AHA/ASA, stroke is the number
four cause of death and a leading cause of adult disability in the United States. On
average, someone suffers a stroke every 40 seconds; someone dies of a stroke every
four minutes; and 795,000 people suffer a new or recurrent stroke each year.
25 of 76
•
Auxiliary Installs Officers
About 70 guests attended the Auxiliary Annual Meeting and Installation of Officers
Luncheon at the Oak Harbor Club. Maureen Luther, Director, Volunteer Services, did the
duty of installing the officers. She thanked the outgoing officers and committee chairs for
their years of service, including Jim Gosselin, who served as Auxiliary president for two
years. She then introduced the incoming officers that were present. 2014-15 officers are
Diane Litzinger, 3rd vice president; Carmen Irizarry, corresponding secretary; Marcia
Dedert, assistant treasurer; Shelly Weltman, recording secretary; Margaret Hockenhull,
president; Kathy Dirocco, treasurer; Jane Wieck, 2nd vice president; Barbara Sylvester,
1st vice president and Marsha Adams, parliamentarian.
•
IRMC Partners with Universal Security Alliance Inc.
Universal Security Alliance Inc. is now providing security services at IRMC. Universal
Security Alliance brings a wealth of security knowledge and national best practices in
security services. Chris Ruiz, a native of Key West, is serving as Security Operations
Manager. Ruiz has more than 20 years of experience in law enforcement, military and
government sector security experience, including serving as an Army paratrooper with
the 82nd Airborne Division in Ft. Bragg, NC. Employees and visitors to IRMC can expect
to see an increased security presence. All security officers will complete a 40-hour state
certification class. Additionally, the security guards will wear new all-black uniforms. And,
with Universal Security Alliance working in conjunction with the Indian River County
Sheriff’s Office, armed security will be present in the Emergency Department 24 hours a
day, seven days a week,
•
Population Health Management
Through Accountable Care Organizations (ACOs) and other initiatives, health systems
are encouraged to develop strategies to manage population health. McKesson is a
leading healthcare organization providing technology to hospitals, healthcare insurance
companies, ACOs and health systems. On Friday, March 6th, McKesson will be
providing IRMC with an education program on population health. All members of the
Board and Medical Executive Committee will be encouraged to attend.
26 of 76
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Page 1/2
MEDICAL STAFF BYLAWS ARTICLE 2 – CATEGORIES OF THE MEDICAL STAFF
Approved Bylaws Revision: Underline = addition Strikeout = deletion
2.D. AFFILIATE STAFF
The Medical Staff has determined that it is in the best interest of Indian River Medical Center’s
patients to promote continuity of care with physicians in our community who provide patient care in
an outpatient setting. The Affiliate Staff category allows physicians to refer their patients to
hospitalists and other Medical Staff Appointees with admitting and clinical privileges when patient
hospitalization is needed with discharge back to the physician’s outpatient practice. Affiliate Staff
members are permitted to access their patient’s clinical records to facilitate follow- up patient care.
Members of the Affiliate Staff:
(1)
serve by invitation only based on need (appointment) after obtaining clinical input from the
department chair and favorable recommendations from the Credentials Committee and the
Medical Executive Committee. Current Medical Staff Appointees may request a transfer to the
Affiliate Staff without obtaining an invitation based on need.
(Renumbering, as needed)
(1)
have membership with no privileges. They may refer patients to hospitalists or other Medical
Staff Appointees with admitting and clinical privileges. They may visit patients they have
referred, review patients’ medical records and observe procedures (with the consent of the
patient and the treating Medical Staff Appointee);
(2)
an expedited credentialing process is allowed since there are no clinical privileges associated
with this staff category, however, applicants are required to meet qualifications for Medical Staff
appointment as outlined in Article 7 except for the qualifications set forth in Section 7.A.1.b.,
(2), (3), (5), (6), (11), and (12) of that Article;
(3)
abide by the same confidentiality, privacy, and security policies as any other member of the
Medical Staff.
(4)
have no minimum or maximum clinical contact requirements since no clinical privileges are
granted;
(5)
may not provide consultations;
(6)
have no Medical Staff or department voting rights;
(7)
have no obligation to provide specialty emergency service coverage or to care for unassigned
patients;
30 of 76
Page 2/2
(8)
cannot hold office or be chairs of committees;
(9)
may be invited to participate on a committee with vote;
(10) may attend Medical Staff or department meetings; and
(11) pay Medical Staff dues, as applicable.
31 of 76
Indian River Medical Center
Consolidated Financial Information
YTD December 2014
Volume
Admissions
Observation Discharges
Total Admissions & Observation
Adjusted Admissions
Patient Days
Adjusted Patient Days
Average Daily Census
Urgent Care Visits
ER Visits
Surgeries
FTE's - Overall
AR Days
Days Cash on Hand
Case Mix Index
Actual
3,862
882
4,744
6,341
15,838
26,005
172
4,561
15,079
1,770
1,408.5
41.7
71.0
1.52
Year to Date
Budget
Prior Year
3,500
890
4,390
5,950
14,948
25,412
162
4,474
14,265
1,594
1,380.8
42.0
72.0
1.54
3,450
896
4,346
6,016
14,759
25,736
160
4,561
13,920
1,546
1,241.1
50.5
71.0
1.55
Act / Bud
% Var
10.3%
-0.9%
8.1%
6.6%
6.0%
2.3%
6.0%
1.9%
5.7%
11.0%
2.0%
-0.8%
-1.4%
-1.5%
Act / PY
% Var
11.9%
-1.6%
9.2%
5.4%
7.3%
1.0%
7.3%
0.0%
8.3%
14.5%
13.5%
-17.5%
0.0%
-1.9%
Adjusted Admissions
2,400
2,300
2,200
2,100
2,000
1,900
1,800
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)
2,000
1,500
Income Statement
(in thousands)
Actual
Year to Date
Budget
Prior Year
Act / Bud
% Var
Act / PY
% Var
1,000
500
0
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
53,612
836
189
3,822
(3,901)
54,557
50,786
758
189
4,183
(3,644)
52,273
44,384
771
189
3,201
(3,317)
45,229
5.6%
10.2%
0.0%
-8.6%
7.1%
4.4%
20.8%
8.3%
0.0%
19.4%
17.6%
20.6%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest
Total Operating Exp
29,564
11,625
10,363
3,010
90
54,652
28,550
11,321
9,318
3,063
93
52,344
25,381
10,233
8,555
2,850
47,019
3.6%
2.7%
11.2%
-1.7%
16.5%
13.6%
21.1%
5.6%
4.4%
16.2%
-500
-1,000
Oct
Nov
Dec
Jan
Feb
Mar
Apr
Actual
May
Jun
Jul
Aug
Sep
Budget
Operating Expense Per Adjusted Admission
9,500
9,000
8,500
8,000
7,500
Oct
Excess (Deficit) Revenue Over Expenses
(95)
(72)
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
(1,790)
Actual
Budget
District Indigent Care funding is being recorded using the cash basis of accounting. Year-to-date, the District has provided $1,762,000 of funding based on its FY2015 annual budget of $7,048,000.
IRMC's year-to-date budget reflects $2,258,000 of Indigent Care funding based on its FY2015 annual budget of $9,032,000. The year-to-date difference between the amounts is $496,000 and is in dispute.
32 of 76
Indian River Medical Center
Consolidated Financial Information
December 2014
Volume
Admissions
Observation Discharges
Total Admissions & Observation
Adjusted Admissions
Patient Days
Adjusted Patient Days
Average Daily Census
Urgent Care Visits
ER Visits
Surgeries
FTE's - Overall
AR Days
Days Cash on Hand
Case Mix Index
Actual
1,399
276
1,675
2,224
5,766
9,165
186
1,866
5,251
623
1,430.7
41.7
71.0
1.47
Month to Date
Budget
Prior Year
1,195
300
1,495
2,008
5,082
8,538
164
1,706
5,037
527
1,400.3
42.0
72.0
1.54
Act / Bud
% Var
1,166
327
1,493
2,021
4,911
8,512
158
1,756
4,915
511
1,262.7
50.5
71.0
1.57
17.1%
-8.0%
12.0%
10.8%
13.5%
7.3%
13.5%
9.4%
4.2%
18.2%
2.2%
-0.8%
-1.4%
-4.3%
Month to Date
Budget
Prior Year
Act / Bud
% Var
Act / PY
% Var
20.0%
-15.6%
12.2%
10.0%
17.4%
7.7%
17.4%
6.3%
6.8%
21.9%
13.3%
-17.5%
0.0%
-6.2%
Adjusted Admissions
2,400
2,300
2,200
2,100
2,000
1,900
1,800
Oct
Nov
Dec
Jan
Feb
Mar
Apr
Actual
May
Jun
Jul
Aug
Sep
Budget
Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)
2,000
Income Statement
(in thousands)
Actual
Act / PY
% Var
1,500
1,000
500
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
18,760
297
63
825
(1,309)
18,636
17,366
261
63
1,374
(1,179)
17,885
15,487
270
63
1,025
(1,084)
15,762
8.0%
13.8%
0.0%
-39.9%
11.1%
4.2%
21.1%
10.0%
0.0%
-19.5%
20.7%
18.2%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest Expense
Total Operating Exp
9,847
3,894
3,644
1,011
30
18,426
9,859
3,798
3,142
1,026
31
17,856
8,635
3,660
2,876
933
16,105
-0.1%
2.5%
16.0%
-1.5%
14.0%
6.4%
26.7%
8.3%
3.2%
14.4%
210
29
0
-500
-1,000
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
Operating Expense Per Adjusted Admission
9,500
9,000
8,500
8,000
Excess (Deficit) Revenue Over Expenses
(343)
7,500
Oct
Nov
Dec
Jan
Feb
Actual
Mar
Apr
May
Jun
Jul
Aug
Sep
Budget
33 of 76
Indian River Medical Center
Hospital Only Financial Information
YTD December 2014
Volume
Admissions
Observation Discharges
Total Admissions & Observation
Adjusted Admissions
Patient Days
Adjusted Patient Days
Average Daily Census
ER Visits
Surgeries
FTE's - Overall
AR Days
Days Cash on Hand
Case Mix Index
Income Statement
(in thousands)
Actual
3,862
882
4,744
6,341
15,838
26,005
172
15,079
1,770
1,206.2
43.3
71.0
1.52
Actual
Year to Date
Budget
Prior Year
3,500
890
4,390
5,950
14,948
25,412
162
14,265
1,594
1,181.6
42.0
72.0
1.54
3,450
896
4,346
6,016
14,759
25,736
160
13,920
1,546
1,062.6
52.3
71.0
1.55
Year to Date
Budget
Prior Year
Act / Bud
% Var
10.3%
-0.9%
8.1%
6.6%
6.0%
2.3%
6.0%
5.7%
11.0%
2.1%
3.1%
-1.4%
-1.5%
Act / Bud
% Var
Act / PY
% Var
11.9%
-1.6%
9.2%
5.4%
7.3%
1.0%
7.3%
8.3%
14.5%
13.5%
-17.1%
0.0%
-1.9%
Act / PY
% Var
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
44,494
836
189
3,295
(3,901)
44,913
41,933
758
189
3,734
(3,644)
42,970
38,616
771
189
2,958
(3,317)
39,217
6.1%
10.2%
0.0%
-11.8%
7.1%
4.5%
15.2%
8.3%
0.0%
11.4%
17.6%
14.5%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest
Total Operating Exp
22,319
8,785
9,872
2,665
43,642
21,347
9,172
8,848
2,736
42,103
19,718
8,550
8,335
2,685
39,289
4.6%
-4.2%
11.6%
-2.6%
13.2%
2.7%
18.4%
-0.7%
3.7%
11.1%
1,271
867
Excess (Deficit) Revenue Over Expenses
(72)
Adjusted Admissions
2,400
2,300
2,200
2,100
2,000
1,900
1,800
Oct
Nov
Dec
Jan
Feb
Mar
Apr
Actual
May
Jun
Jul
Aug
Sep
Budget
Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)
2,000
1,500
1,000
500
0
-500
-1,000
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
Operating Expense Per Adjusted Admission
7,500
7,000
6,500
6,000
5,500
Oct
Nov
Dec
Jan
Feb
Actual
Mar
Apr
May
Jun
Jul
Aug
Sep
Budget
District Indigent Care funding is being recorded using the cash basis of accounting. Year-to-date, the District has provided $1,762,000 of funding based on its FY2015 annual budget of $7,048,000.
IRMC's year-to-date budget reflects $2,258,000 of Indigent Care funding based on its FY2015 annual budget of $9,032,000. The year-to-date difference between the amounts is $496,000 and is in dispute.
34 of 76
Indian River Medical Center
Hospital Only Financial Information
December 2014
Volume
Admissions
Observation Discharges
Total Admissions & Observation
Adjusted Admissions
Patient Days
Adjusted Patient Days
Average Daily Census
ER Visits
Surgeries
FTE's - Overall
AR Days
Days Cash on Hand
Case Mix Index
Actual
1,399
276
1,675
2,224
5,766
9,165
186
5,251
623
1,230.7
43.3
71.0
1.47
Month to Date
Budget
Prior Year
1,195
300
1,495
2,008
5,082
8,538
164
5,037
527
1,202.1
42.0
72.0
1.54
1,166
327
1,493
2,021
4,911
8,512
158
4,915
511
1,081.9
52.3
71.0
1.57
Act / Bud
% Var
17.1%
-8.0%
12.0%
10.8%
13.5%
7.3%
13.5%
4.2%
18.2%
2.4%
3.1%
-1.4%
-4.3%
Act / PY
% Var
20.0%
-15.6%
12.2%
10.0%
17.4%
7.7%
17.4%
6.8%
21.9%
13.8%
-17.1%
0.0%
-6.2%
Adjusted Admissions
2,400
2,300
2,200
2,100
2,000
1,900
1,800
Oct
Nov
Dec
Jan
Feb
Mar
Apr
Actual
May
Jun
Jul
Aug
Sep
Budget
Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)
2,000
1,500
Income Statement
(in thousands)
Actual
Month to Date
Budget
Prior Year
Act / Bud
% Var
Act / PY
% Var
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
15,618
297
63
650
(1,309)
15,319
14,354
261
63
1,224
(1,179)
14,723
13,340
270
63
945
(1,084)
13,534
8.8%
13.8%
0.0%
-46.9%
11.1%
4.0%
17.1%
10.0%
0.0%
-31.2%
20.7%
13.2%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest Expense
Total Operating Exp
7,469
3,067
3,500
896
14,932
7,359
3,107
2,983
917
14,366
6,750
3,029
2,804
879
13,461
1.5%
-1.3%
17.3%
-2.3%
10.7%
1.3%
24.8%
1.9%
3.9%
10.9%
387
357
73
1,000
500
0
-500
-1,000
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
Operating Expense Per Adjusted Admission
7,500
7,000
6,500
6,000
Excess (Deficit) Revenue Over Expenses
5,500
Oct
Nov
Dec
Jan
Feb
Actual
Mar
Apr
May
Jun
Jul
Aug
Sep
Budget
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Indian River Medical Center
Physician Financial Information
YTD December 2014
Volume
Patient Visits
Urgent Care Visits
Hospital Outpatient Surgeries
FTE's - Overall
Actual
34,505
4,561
323
202.3
Year to Date
Budget
Prior Year
31,596
31,979
4,474
4,561
289
199.2
178.6
Act / Bud
% Var
9.2%
1.9%
1.6%
Act / PY
% Var
7.9%
0.0%
11.8%
13.3%
Total Patient and Urgent Care Visits
20,000
15,000
10,000
5,000
0
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Budget
Actual
Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)
Income Statement
(in thousands)
Actual
Year to Date
Budget
Prior Year
5,768
6.8%
Act / PY
% Var
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
6,544
485
7,028
449
6,579
244
6,011
7.9%
99.0%
6.8%
16.9%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest
Total Operating Exp
6,569
1,959
299
177
9,004
6,398
1,422
200
168
8,189
5,663
1,682
220
164
7,729
2.7%
37.7%
49.6%
5.3%
16.0%
16.4%
36.0%
7.6%
10.0%
16.5%
(1,976)
(1,610)
(1,718)
Excess (Deficit) Revenue Over Expenses
6,129
Act / Bud
% Var
2,000
1,000
13.4%
0
-1,000
-2,000
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
May
Jun
Jul
Aug
Sep
Budget
Operating Expense
4,000
3,000
2,000
1,000
Oct
Nov
Dec
Jan
Feb
Actual
Mar
Apr
Budget
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Indian River Medical Center
Physician Financial Information
December 2014
Volume
Patient Visits
Urgent Care Visits
Hospital Outpatient Surgeries
FTE's - Overall
Actual
11,134
1,866
92
200.0
Month to Date
Budget
Prior Year
10,492
10,597
1,706
1,756
97
198.2
180.8
Act / Bud
% Var
6.1%
9.4%
0.9%
Act / PY
% Var
5.1%
6.3%
-5.2%
10.6%
Total Patient and Urgent Care Visits
20,000
15,000
10,000
5,000
0
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
Excess (Deficit) Revenue Over Expenses to Budget (In Thousands)
Income Statement
(in thousands)
Actual
Month to Date
Budget
Prior Year
2,147
7.5%
Act / PY
% Var
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
2,262
161
2,423
150
2,254
81
2,228
7.7%
7.5%
8.8%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest Expense
Total Operating Exp
2,153
533
81
59
2,826
2,232
449
69
56
2,806
1,885
632
73
54
2,644
-3.5%
18.5%
17.7%
5.3%
14.2%
-15.6%
11.1%
8.9%
0.7%
6.9%
Excess (Deficit) Revenue Over Expenses
2,104
Act / Bud
% Var
2,000
1,000
0
5.3%
-1,000
(403)
(552)
(416)
100.0%
-2,000
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
Operating Expense
4,000
3,000
2,000
1,000
Oct
Nov
Dec
Jan
Feb
Mar
Actual
Apr
May
Jun
Jul
Aug
Sep
Budget
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Indian River Medical Center
Outpatient Imaging Services Only Financial Information
YTD December 2014
Income Statement
(in thousands)
Actual
Year to Date
Budget
Prior Year
Act / Bud
% Var
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
2,574
0
0
42
2,616
2,724
0
0
2,724
-5.5%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest
Total Operating Exp
675
881
191
168
90
2,006
804
726
270
159
93
2,052
-16.0%
21.4%
-29.3%
5.6%
-2.7%
-2.2%
610
672
-9.2%
Excess (Deficit) Revenue Over Expenses
Act / PY
% Var
-4.0%
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Indian River Medical Center
Outpatient Imaging Services Only Financial Information
December 2014
Income Statement
(in thousands)
Actual
Month to Date
Budget
Prior Year
Act / Bud
% Var
Patient Revenue
DSH / UPL
Medicaid / UPL
Other Revenue
Bad Debt
Net Revenue
880
0
0
14
894
908
0
0
908
-3.1%
Total Personnel Cost
Contracted and Other Services
Supplies
Depreciation
Interest Expense
Total Operating Exp
225
294
64
56
30
669
268
242
90
53
31
684
-16.0%
21.4%
-29.3%
5.6%
-2.7%
-2.2%
Excess (Deficit) Revenue Over Expenses
225
224
0.6%
Act / PY
% Var
-1.5%
39 of 76
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41 of 76
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43 of 76
Business Line/Project Financial Performance Review
FY 2015 Schedule
• Urgent Care Centers
o Sebastian Urgent Care
o Pointe West Urgent Care
- January 27, 2015
• Gastroenterology Program
o Vero Gastroenterology
o Outpatient Endoscopy
- March 24, 2014
• Outpatient Imaging
o Hospital Based
o Vero Radiology Associates
- August 26, 2015
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BYLAWS
OF
INDIAN RIVER HOSPITAL FOUNDATION, INC.
A Florida Nonprofit Corporation
ARTICLE I
DEFINITIONS, PURPOSES AND POWERS
Section 1.1. DEFINITIONS. The terms set forth below shall have the following meanings
unless otherwise required by the context in which they may be used:
Articles of Incorporation. The term "Articles of Incorporation" shall mean the 2014
Amended and Restated Articles of Incorporation of the Corporation as filed with the Department
of State of Florida on the 11th day of September, 1985___________________, 2014, and any
amendments thereto.
Board. The term "Board" shall mean the Board of Directors of the Corporation.
Board Committee. The term "Board Committee" shall mean in general a body whose
chair is appointed by the Chairman of the Board and whose members are appointed by the
Chairman of the Committee and confirmed by the Board of Directors and which may be
authorized to exercise a designated portion of the authority of the Board when the Board is not in
session.
Bylaws. The term "Bylaws" shall mean the Bylaws of the Corporation except where
reference is specifically made to the bylaws of another entity or unit.
Corporation. The term "Corporation" shall mean Indian River Hospital Foundation,
Inc., a not-for-profit corporation.
Director. The term "Director" shall refer to one or more members of the Board of
Directors of the Corporation as provided in Article IV.
Ex-Officio. The term “Ex-Officio” means serves as a member of a body by virtue of
officer position, and, unless otherwise expressly provided, includes the right to vote.
Majority. The term "majority" shall mean fifty-one percent (51%) of the applicable
total number.
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Member. The term "member" shall in all cases refer to persons serving as regular
members of a body with authority to vote and be counted in determining the existence of a
quorum except when used in reference to members of a class of membership of the Corporation
which is not entitled to vote.
Officer. The term "Officer" shall mean one or more of the positions as provided in
Article VI.
Sole Member. The term "Sole Member" shall refer to Indian River Memorial Hospital,
Inc., a Florida not-for-profit corporation. The President and Chief Executive Officer of Indian
River Memorial Hospital shall act as liaison between the Sole Member of the Corporation and
the Corporation and shall communicate the needs of the Sole Member of the Corporation to the
Officers and the Board of Directors of the Corporation.
Section 1.2. STATEMENT OF PURPOSE. The Corporation has been formed for those
purposes set forth in the Articles of Incorporation. Specifically tThe Corporation’s primary
mission is to develop a sense of community purpose with the goal of stimulating contributions to
be used to assist Indian River Memorial Hospital, Inc. in the accomplishment of the
Corporation’s stated mission as follows:
The Indian River Hospital Foundation, an affiliate of Indian River
Memorial Hospital, is a not-for-profit, philanthropic organization
whose primary mission is to generate contributions to supplement
the capital requirements of the hospital. The Foundation is
committed to developing a sense of community purpose in support
of the hospital’s mission, which is to provide excellent, cost
competitive healthcare services to our community.
The primary focus of the Corporation’s efforts shall be to supplement the capital requirements of
Indian River Memorial Hospital, Inc.; however, other financial needs of Indian River Memorial
Hospital, Inc. may be addressed by the Corporation.
Section 1.3. POWERS. Except as limited by the Articles of Incorporation or these
Bylaws, the Corporation shall have and exercise such powers in furtherance of its purposes as are
now or may hereafter be granted by Chapters 607 and 617 of the Florida Statutes. Such powers
shall include but not be limited to the power to sue and be sued, to contract and be contracted
with, and to acquire, purchase, hold, lease, sell, mortgage and convey such real and personal
property as the Board may deem proper or expedient to carry out the purposes of the Corporation.
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ARTICLE II
OFFICES
Section 2.1 OFFICES OF THE CORPORATION. The Corporation’s office is
maintained at 1000 36th Street, Vero Beach, Florida 32960. The Corporation shall have and
continuously maintain in the State a registered office and resident agent (whose office shall be
identical with such registered office) and may have such other offices within or without the State
as the Board may from time to time determine.
ARTICLE III
VOTING MEMBERSHIP
Section 3.1. CLASSIFICATION AND QUALIFICATION. The Corporation shall have
one class of membership with privilege of voting. The sole member of the class of membership
of the Corporation with the privilege of voting shall be Indian River Memorial Hospital, Inc.
Section 3.2. ANNUAL MEETING. The Sole Member of the Corporation shall meet
annually within one hundred and twenty (120) days following the completion of the
Corporation’s annual audit at the time and place determined by the Board of Directors of the
Corporation. Written notice of all meetings shall be by United States Mail or electronic mail sent
not more than thirty (30) days nor less then fifteen (15) days immediately preceding the time
fixed for said meeting.
Section 3.3. SPECIAL MEETINGS. Except as otherwise specifically provided by law or
by the Articles of Incorporation, special meetings of the Sole Member may be called by the
Chairman or by the written request of the Sole Member of the Corporation, and shall be held at
such time and place and pursuant to such notice as may be fixed by the Board of Directors.
Written notice of all special meetings shall be by United States Mail or electronic mail sent not
more than thirty (30) days nor less then ten (10) days immediately preceding the time fixed for
said meeting and shall specify the purposes for which the special meeting is called.
Section 3.4. WAIVER OF NOTICE. Waiver by the Sole Member of notice of a
Membership meeting by attendance at the meeting, unless such attendance is to object to the
notice herein required, or in writing signed thereby, whether before or after the time stated
therein, shall be equivalent to the giving of such notice as required in Section 3.2 and 3.3 of these
Bylaws.
Section 3.5. ORDER OF BUSINESS. The order of business at a membership meeting
shall be determined by the Sole Member.
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Section 3.6. LIABILITY OF MEMBERSHIP. The Sole Member of the Corporation
shall not be personally liable to the Corporation’s creditors for any indebtedness or liability and
any or all creditors of the Corporation shall look only to the assets of the Corporation for
payment.
Section 3.7. TRANSFER OF MEMBERSHIP. Membership in the Corporation and/or
any rights derived therefrom are not transferable or assignable.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.1. GENERAL POWERS. All of the business and affairs of the Corporation
shall be managed by the Board of Directors in a manner consistent with these Bylaws and other
applicable law. The Board shall make appropriate delegations of authority to the Officers and, to
the extent permitted by law, by appropriate resolution, the Board may authorize one or more
Board Committees to act on its behalf when it is not in session.
Section 4.2. NUMBER OF DIRECTORS AND COMPOSITION. The Board of
Directors shall consist of forty seven (47) Directors, until the number is changed by amendment
to these Bylaws consistent with the Articles of Incorporation. The Board shall be composed of
the President of the Sole Member of the Corporation, serving Ex-Officio, and a member of the
Medical Staff of the Sole Member, nominated by the Nominating Committee and approved by
the Board, and forty five (45) other members either elected or appointed.
Section 4.3. CLASSIFIED BOARD, TERM, AND ELECTION.
4.3.1 Nominating/Governance Committee. At the first Board of Directors
meeting of the fiscal year the Board of Directors shall approve, by majority vote, a
Nominating/Governance Committee composed of not less than five (5) members,
one of whom shall be the Chairman of the Corporation, the second of whom shall
be the President of the Sole Member, and the others of whom shall be selected
from the general directorship, subject to the restrictions hereinafter set out.
Members of the Nominating/Governance Committee shall be appointed for one (1)
year terms, and no Nominating/Governance Committee member, other than the
Chairman of the Corporation and the President of the Sole Member, shall serve for
more than three (3) consecutive years without a one (1) year hiatus from
appointment and service.
4.3.1.1 Protocol for Nominating/Governance Committee. In
filling any vacancy on the Board of Directors, except as
described in Section 4.10 of these Bylaws, the
Nominating/Governance Committee shall select a Directorship
Candidate Slate of not more than one (1) individual (per Director
vacancy) and shall present such Candidate(s) for Directorship
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Nomination to the Board of Directors of the Corporation at its
April meeting. At such meeting, nominations from the floor of
individuals for the position of Director of the Corporation shall
be solicited. If there are nominations from the floor, then by
majority vote, the Board of Directors shall select one nominee
(per Director vacancy) to be added to the Directorship Candidate
Slate. If on the first ballot, the number of individuals receiving a
majority vote is insufficient to fill all vacancies on the Board,
then successive ballots shall be cast for those individuals not
receiving a majority vote until all vacancies are filled. Once all
vacancies on the Board are filled, the Board of Directors of the
Corporation shall present the Slate of Directors which it has
selected to the Sole Member for confirmation at its first Board of
Directors meeting following the Corporation’s April Board of
Directors meeting.
4.3.2 Term, and Conditions of Director Service. Each Director shall be elected
for a three-year term. A Director shall hold office until September 30th of the year
in which the Director’s term expires and, at the option and upon a majority vote of
the Board, until such later date as such Director’s successor shall be elected and
qualify subject, however, to the Director’s prior death, resignation, retirement,
disqualification, or removal from office. The term of service of any Director
elected to fill the unexpired term of a departing Director shall be deemed to
terminate on the date of expiration of the departing Director’s term.
Except as may be modified to comply with the provisions affecting Officers whose
terms of office extend beyond any given Director term, as set out in Section 6.2 of
the Corporation’s By-Laws, and except with respect to the term of a Director, who
serves Ex-Officio, no Director shall be eligible for re-election who has been
elected to serve as the Director of the Corporation for three (3) consecutive, full
three (3) year terms immediately preceding such election. Any period of time for
which a Director is elected to complete the unexpired term of a departed Director
shall not be counted. Upon completion of any series of three (3) consecutive, full
three (3) year terms to which a Director has been elected, such Director shall
forego service as a Director of the Corporation for a period of at least one year. A
Director who is the President of the Sole Member shall serve as Director
throughout his or her term of service in such office without regard to the foregoing
limitations of Directorship Service.
4.3.3 Honorary Board. In recognition of faithful service or advocacy to the
Corporation, an individual, which may be but not limited to a former Director of
the Corporation, may be invited to become a Director of the Honorary Board of the
Corporation by the Board of Directors of the Corporation. In its discretion, the
Board of Directors of the Corporation may invite a Director Emeritus to serve as a
Director of the Honorary Board.
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Directors of the Honorary Board shall serve for life and may provide services such
as counsel to the Corporation as may be established by the Board of Directors of
the Corporation from time to time. A Director of the Honorary Board shall be
given notice of all meetings of the Board of Directors of the Corporation, including
actions by written consent, and may attend all regular or special meetings, but shall
not be entitled to vote as a member of the Board of Directors of the Corporation.
Section 4.4. REGULAR MEETINGS. An Annual Meeting of the Board shall be held
each year in the month of April, for the purpose of electing Directors, subject to confirmation by
the Sole Member, electing Officers, and for the transaction of such other business as may come
before the meeting. The Board shall have regular meetings the frequency of which is consistent
with the needs of the Corporation and, unless the Board shall provide otherwise by resolution,
regular meetings of the Board shall be held twice per year excluding the Annual Meeting. The
Board may by resolution prescribe the time and place for the holding of regular meetings and
may provide that the adoption of such resolution shall constitute notice of such regular meetings.
If the Board does not prescribe the time and place for the holding of regular meetings, such
regular meetings shall be held at the time and place specified by the Chairman in the notice of
each such regular meeting.
Section 4.5. SPECIAL MEETINGS. Special Meetings of the Board may be called by or
at the direction of the Chairman, or the written request of a majority of the members of the
Board, such Meetings to be held at such time and place as shall be designated in the notice
thereof.
Section 4.6. NOTICE. Except as otherwise provided herein, notice of the time and place
of any meeting of the Board shall be published in writing at least seven (7) days previous thereto.
In the case of a special meeting, a written notice by United States Mail or electronic mail
including the general nature of the business to be considered shall be given at least seven (7) days
previous thereto. If agreed to by a majority of the Board, a special meeting of the Board may be
held after notice by telephone or word of mouth to each member at least two (2) days before the
meeting. Any member of the Board may waive notice of any meeting. The attendance of a
member of the Board at any meeting shall constitute a waiver of notice of such meeting, except
where a member of the Board attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of any regular or special meeting of the
Board need be specified in the waiver of notice of such meeting.
Section 4.7. QUORUM. At least fifty-one percent (51%) of the members of the Board,
shall constitute a quorum of the transaction of business at any meeting of the Board, unless
otherwise specifically provided by law, the Articles of Incorporation or these Bylaws.
Attendance shall be either in person or by telephonic connection whereby the distant member and
those members present in person all hear and may speak to and be heard on the matters raised
therein. If less than fifty-one percent (51%) of the members of the Board are present at such
meeting, fifty-one percent (51%) of the members of the Board present may adjourn the meeting
from time to time without further notice, until a quorum shall be present.
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Section 4.8. MANNER OF ACTION.
4.8.1 Formal Action by Board. The act of the majority of the members of the
Board present at a meeting at which a quorum is present shall be the act of the
Board, unless the act of a greater number is required by statute, the Articles of
Incorporation or these Bylaws.
4.8.2 Informal Action by Board. No action of the Board shall be valid unless
taken at a meeting at which a quorum is present, except that any action which may
be taken at a meeting of the Board may be taken without a meeting if a consent in
writing (setting forth the action so taken) shall be signed by all members of the
Board.
Section 4.9. RESIGNATIONS AND REMOVAL. Any member of the Board may resign
from the Board at any time by giving written notice to the Chairman or the Secretary and, unless
otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
effective. Any member may be removed from office at any time with or without cause by the Sole
Member of the Corporationthe Board whenever in its judgment the best interests of the Corporation
would be served thereby.
Section 4.10. VACANCIES. Any vacancy occurring in the membership of the Board which
occurs by reason other than an actual expiration of the member’s term, may be filled by a
recommended successor member nominated by the Chairman and approved by the Sole Member of
the Corporation. A member of the Board appointed to fill a vacancy shall be appointed for the
unexpired term of such member's predecessor in office.
Section 4.11. ATTENDANCE. Each member of the Board shall be required to attend at
least sixty percent (60%) of all meetings per year of the Board duly convened pursuant to these
Bylaws unless excused in writing by the Chairman. Any such member who fails to meet this
minimum requirement of attendance shall be deemed to have resigned such position effective the
last meeting of the Board during such year.
Section 4.12. COMPENSATION. Members of the Board, as such, shall not receive any
stated salaries for their services, but by resolution of the Board a reasonable amount may be
allowed as reimbursement of expenses incurred in attending to their authorized duties; provided,
however, that, subject to the provisions herein concerning duality of interest, nothing herein
contained shall be construed to preclude any member of the Board from serving the Corporation
in any other capacity and receiving compensation therefore.
Section 4.13. PROCEDURE. The Board may adopt its own rules of procedure which
shall not be inconsistent with the Articles of Incorporation, these Bylaws or applicable law. In
the absence of the Board adopting its own special rules of procedure as provided for herein,
Robert’s Rules of Order shall serve as the rules of procedure to be followed.
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Section 4.14. LIMITATION ON BOARD POWERS. Any provisions of these Bylaws
to the contrary notwithstanding, the Corporation and its Board of Directors shall not, without the
prior approval of the Sole Member of the Corporation:
4.14.1 Amend these Bylaws or the Articles of Incorporation of the Corporation;
or
4.14.2 Approve a plan of dissolution of the Corporation; or
4.14.3 Approve a plan of merger or consolidation of the Corporation.
ARTICLE V
BOARD COMMITTEES
Section 5.1. BOARD COMMITTEES.
5.1.1 Composition and Election. The Board, by resolution adopted by a
majority of its members, may create one or more Board Committees consisting of
at least three (3) members. Subject to confirmation by the Board, the Chairman of
the Committee shall appoint the members who are to serve as the members of the
Committee.
5.1.2 Powers and Functions. The resolution creating a Board Committee shall
designate the authority of the Board which such Board Committee shall have and
exercise when the Board is not in session and the functions such Board Committee
shall discharge.
5.1.3 Combination of Board Committees. If the Board determines that any one
or more of the Board Committees should not exist, the Board shall assign the
functions of such Board Committee to a new or existing Board Committee or to the
Board as a whole.
Section 5.2. QUALIFICATION AND TENURE. Each Board Committee shall consist
of three (3) or more persons appointed by the Chairman of the Committee and confirmed by the
Board of Directors. The Chairman of the Corporation shall be an Ex Officio Member of each
Committee. The designation of one or more of such Board Committees and the delegation
thereto by resolution of authority and shall not operate to relieve the Board, or any individual
member of the Board, of any responsibility imposed by law upon it or such member. Each
member of a Board Committee shall hold office until the end of the fiscal year following the
appointment and until such member’s successor as a member of a Board Committee is appointed
with Board approval, unless such member shall sooner cease to be a member of the Committee
or shall resign or be removed from the Board Committee.
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Section 5.3. MEETINGS. Meetings of the Board Committee may be called by, or at the
direction of the Chairman, the chairman of the Board Committee or a majority of the members of
the Board Committee then in office, to be held at such time and place as shall be designated in
the notice of the meeting.
Section 5.4. NOTICE. Notice of the time and place of any meeting of the Board
Committee shall be published in writing by the person(s) calling the meeting at least seven (7)
days previous thereto. If agreed to by a majority of the Board Committee, a special Board
Committee meeting may be held after notice by telephone or word of mouth to each member at
least two (2) days before the meeting. Any member of a Board Committee may waive notice of
any meeting. The attendance of a member of a Board Committee at any meeting shall constitute
a waiver of notice of such meeting, except where a member of a Board Committee attends a
meeting for the express purpose of objecting to the transaction of any business on the ground that
the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any meeting of a Board Committee need be specified in the notice or waiver of notice
of such meeting unless required by statute.
Section 5.5. QUORUM. A quorum shall exist at any committee meeting which is
attended by either three (3) members of the committee or one-third (1/3) of the committee’s
membership, whichever is greater, unless otherwise specifically provided by the Articles of
Incorporation or these Bylaws. Attendance shall be either in person or by telephonic connection
whereby the distant member and those members present in person all hear and may speak to and
be heard on the matters raised therein. If less than (3) members or one-third (1/3), whichever is
greater, of the Board Committee are present at such meeting, of the members of the Board
Committee present may adjourn the meeting from time to time without further notice, until a
quorum shall be present.
Section 5.6. MANNER OF ACTING.
5.6.1 Formal Action by Board. The act of the majority of the members of a
Board Committee present at a meeting at which a quorum is present shall be the act
of the Board Committee, unless the act of a greater number is required by statute,
the Articles of Incorporation, these Bylaws or by resolution of the Board.
5.6.2 Informal Action by Board. No action of the Board Committee shall be
valid unless taken at a meeting at which a quorum is present, except that any action
which may be taken at a meeting of a Board Committee may be taken without a
meeting if a consent in writing (setting forth the action so taken) shall be signed by
all members of the Board Committee.
Section 5.7. RESIGNATIONS AND REMOVAL. Any member of a Board Committee
may resign therefrom at any time by giving written notice to the chairman of the Committee, the
Chairman or to the Secretary and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any member of a Board Committee may be
removed from office at any time by the Board in its sole discretion without assigning any cause
pursuant to a resolution adopted by a majority of the members of the Board.
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Section 5.8. VACANCIES. Any vacancy occurring in the membership of a Board
Committee and any membership thereon to be filled by reason of an increase in the number of
members of the Board Committee shall be filled by an individual appointed by the Chairman of the
Committee and confirmed by the Board of Directors.
Section 5.9. COMPENSATION. Members of a Board Committee, as such, shall not
receive any stated salaries for their services, but by resolution of the Board a reasonable amount
may be allowed as reimbursement of expenses incurred in attending to their authorized duties;
provided, however, that, subject to the provisions herein concerning duality of interest, nothing
herein contained shall be construed to preclude any member of a Board Committee from serving the
Corporation in any other capacity and receiving compensation therefore.
Section 5.10. PROCEDURE. The chairman for each Board Committee may appoint a
vice chairman for such Board Committee. A Board Committee may adopt its own rules of
procedure which shall not be inconsistent with the Articles of Incorporation, these Bylaws or
applicable law. In the absence of the Board Committee adopting its own special rules of
procedure as provided for herein, Robert’s Rules of Order shall serve as the rules of procedure
such committee shall follow.
Section 5.11. STANDING COMMITTEES.
standing committees:
The Corporation shall have the following
5.11.1 Executive Committee. The Executive Committee shall be composed of the
Officers of the Corporation and additional members at-large as recommended by
the Nominating Committee and approved by the Board.. The Chairman of the
Corporation shall serve as Chairman of the Executive Committee. In addition, the
immediate past Chairman of the Corporation shall serve on the Executive
Committee for a period of one (1) year following the end of such immediate past
Chairman’s term of office, unless such immediate past Chairman has left that
office due to death, resignation, disqualification, or removal from office. Subject
to applicable law, the Executive Committee shall have all the authority and power
of the Board to conduct the business of the Corporation in all matters, including
but not limited to finance, investing, contracting, and directing programs,
according to the Corporation’s Bylaws and established policies and regulations.
5.11.2 Finance Committee. The Finance Committee shall be composed of the
Treasurer, who shall be Chairman of the Finance Committee, the Chairman, and at
least one other Board member. The Finance Committee shall review the budget
and financial statements of the Corporation and make recommendations to the
Board. The Finance Committee shall oversee the financial accounts and
investments of the Corporation and make recommendations to the Board.
5.11.3 Nominating/Governance Committee.
The Nominating/Governance
Committee shall be composed of not less than five (5) members, one of whom
shall be the Chairman of the Corporation and the second of whom shall be the
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President of the Sole Member. The remaining members of the Committee shall be
selected from the General Directorship by the Chairman of the Board subject to
confirmation by the Board. The members of the Nominating/Governance
Committee shall be appointed for one year terms. No Nominating/Governance
Committee member, other than the Chairman of the Corporation and the President
of the Sole Member, shall serve for more than three (3) consecutive years without a
1-year hiatus from appointment and service. The responsibility of the
Nominating/Governance Committee shall be to nominate a Director candidate slate
in accordance with the provisions of Section 4.3 of these Bylaws and to nominate
individuals to serve as Officers of the Corporation. It shall also be responsible for
ongoing review and recommendations to enhance the ongoing quality and
effectiveness of the Board of Directors. The Nominating/Governance Committee
shall present its slate of Officers to the Board on or before April 30.
5.11.4 Audit Committee. The Audit Committee shall be composed of three (3)
members, and the members of the Audit Committee shall be appointed for one (1)
year terms. The responsibilities of the Audit Committee shall be to participate in
the selection of the auditor(s), and the Committee shall further review and report to
the Board the findings of the annual audit of the Corporation.
Section 5.12. STANDING COMMITTEE REPORTS. The Chairman of each standing
committee shall make regular reports at each of the Corporation’s regular Board meetings.
Section 5.13. AD HOC COMMITTEES. Pursuant to the authority granted to the Board
in Section 6.1., the Board may create such Ad Hoc Committees as it deems appropriate. Ad Hoc
Committees shall conduct their business in accordance with the provisions of this Article V.
ARTICLE VI
OFFICERS
Section 6.1. OFFICERS.
The Officers of the Corporation shall be a Chairman, one or
more Vice Chairmen, a Secretary, a Treasurer, and the President of the Sole Member. The
Corporation may, at the discretion of the Board of Directors, provide for different categories of
Officers, and may have additional Officers, including, without limitation, one or more Assistant
Secretaries, and/or Assistant Treasurers. Any two (2) or more offices may be held by the same
person. The duties of certain offices are set forth herein. When the incumbent of an office is
unable to perform the duties thereof or when there is no incumbent of an office (both such
situations referred to hereinafter as the “absence” of the Officer), the duties of the office shall,
unless otherwise provided by the Board of these Bylaws, be performed by the next Officer set
forth in the following sequence: Chairman, Vice Chairman, Secretary, Treasurer.
Section 6.2. APPOINTMENT, TENURE AND ELIGIBILITY.
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6.2.1 Nominating/Governance Committee. The
members
of
the
Nominating/Governance Committee, as set forth in Section 4.3.1, shall serve,
concurrently, as the Officers Nominating/Governance Committee, under the same
terms and conditions as set out in Section.4.3.1.
6.2.1.1 Protocol for Officers Nominating/Governance
Committee.
Subject to the conditions and restrictions
hereinafter set forth, in filling any Officer vacancy other than one
held Ex Officio, the Nominating/Governance Committee shall
select an Officer Candidate Slate of not more than two (2)
individuals (per Officer vacancy) and shall submit that slate to
the general directorship for consideration as soon as practicable;
whereupon, nominations from the floor shall be solicited. If
there are nominations from the floor, then, by majority vote, the
general directorship shall select one such nominee (per Officer
vacancy) to be added to the Officer Candidate Slate. At the close
of nominations from the floor and upon selection of the floor
nominee to be added to the Officer Candidate Slate, if any, the
general directorship shall, by majority vote, elect one individual
(per Officer vacancy) to serve in each such Officer vacancy;
PROVIDED, HOWEVER, no individual shall be eligible for
nomination or election to the office of Chairman of the Board
unless he or she shall have served as an Officer of the Board or
as an at-large member of the Executive Committee prior to the
nomination, and FURTHER PROVIDED, HOWEVER, in no
event shall the President of the Sole Member be eligible for
nomination, appointment, or service in any office other than
President of the Sole Member.
6.2.2 Term and Conditions of Officer Service. All Officers shall be elected
each year by the Board at its April Meeting (or at such other meeting as may be
required) for a term commencing on the first day of October thereafter, or until
their successors have been duly elected and qualified, or until their death,
resignation or removal, whichever first occurs; PROVIDED, HOWEVER, no
individual shall be eligible to serve for more than three (3) consecutive years in any
one office unless an exception is requested by the Nominating/Governance
Committee by two-thirds (2/3) vote of the members of the Committee and such
exception is approved by the Board with two-thirds (2/3) vote of the members of
the Board of Directors;
Section 6.3. RESIGNATIONS AND REMOVAL. Any officer may resign at any time by
giving written notice to the Chairman or to the Secretary, and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective. Any Officer may
be removed by the Board whenever in its judgment the best interests of the Corporation would be
served thereby.
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Section 6.4. VACANCIES. A vacancy in an office may be filled by the Board for the
unexpired portion of the term. The Nominating/Governance Committee shall nominate an
officer candidate for any vacancy in an office for the unexpired portion of the term.
Section 6.5. CHAIRMAN. The Chairman shall preside at all meetings of the Board of
Directors and shall exercise and perform such other powers and duties as may from time to time
be assigned to him by the Board of Directors or these Bylaws. The Chairman shall also have the
ultimate responsibility to make certain that the conduct of the Corporation is consistent with the
Articles of Incorporation and the policies of the Board. The Chairman may sign, with the
Secretary or any other Officer authorized by the Board, any deeds, mortgages, bonds, contracts or
other instruments which the Board has authorized to be executed, except in cases where the
signing shall be expressly delegated by the Board, by these Bylaws or by statute, to some other
office or agent of the Corporation. In addition, the Chairman shall exercise and perform such
other powers and duties as may be from time to time assigned to him by the Board of Directors
or these Bylaws or as are incident to the office of Chairman.
Section 6.6. VICE CHAIRMAN. The Vice Chairman shall perform such duties as may
be assigned to him by the Board or the Chairman. In the absence of the Chairman, the Vice
Chairman shall perform the duties of the Chairman.
Section 6.7. TREASURER. The Treasurer shall, subject to the direction of the Chairman,
have charge and custody and be responsible for all funds and securities of the Corporation; to
deposit the same in any bank or banks as the Board of Directors may designate and shall keep
regular full and accurate accounts of all receipts and disbursements, and in general perform all
the duties incident to the office of Treasurer and such other duties as from time to time may be
assigned to the Treasurer by the Chairman, the Board or these Bylaws. In fulfillment of the
duties of the Treasurer, the Treasurer shall be familiar with the fiscal affairs of the Corporation
and keep the Board informed thereof. If required by the Board, the Treasurer shall give a bond
for the faithful discharge of the Treasurer’s duties in such sum and with such surety as the Board
shall determine.
Section 6.8. SECRETARY. The Secretary shall, subject to the direction of the Chairman,
keep a record of the meetings of the Board and all Board Committees in one or more books
provided for that purpose; assure that all notices are given in accordance with the provisions of
these Bylaws and as required by law; be custodian of the seal of the Corporation; shall
countersign, when required, all authorized bonds, contracts, deeds, mortgages, leases, or other
legal instruments; and in general perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned to the Secretary by the Chairman, the Board, or
these Bylaws.
Section 6.9. COMPENSATION. Officers, as such, shall not receive any stated salaries for
their services, but by resolution of the Board a reasonable amount may be allowed as
reimbursement of expenses incurred in attending to their authorized duties; provided, however,
that, subject to the provisions herein concerning duality of interest, nothing herein contained shall
be construed to preclude any Officer from serving the Corporation in any other capacity and
receiving compensation therefor.
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Section 6.10. BONDS OF OFFICERS. The Board may secure the fidelity of any or all of
such Officers by bond or otherwise, in such terms and with such surety or sureties, conditions,
penalties or securities as shall be required by the Board. The premium or premiums for such
bond or bonds shall be paid out of the corporate funds of the Corporation.
Section 6.11. DELEGATION. The Board may delegate temporarily the powers and
duties of any Officer, in case of such Officer's absence or for any other reason, to any other
Officer, and may authorize the delegation by any Officer of any of such Officer's powers and
duties to any agent or employee subject to the general supervision of such Office.
ARTICLE VII
MISCELLANEOUS
Section 7.1. CONTRACTS. The Board may authorize any Officer or Agent of the
Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract
or execute any instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Section 7.2. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, and all notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such Officer or Officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of the Board. In the absence
of such determination by the Board, such instrument shall be signed by the Treasurer and
countersigned by the Chairman.
Section 7.3. DEPOSITS. All funds of the Corporation shall be deposited from time to
time to the credit of the Corporation in one or more such banks, trust companies or other
depositories as the Board may from time to time designate, upon such terms and conditions as
shall be fixed by the Board. The Board may from time to time authorize the opening and
keeping, with any such depository as it may designate, of general and special bank accounts and
may make such special rules and regulations with respect thereto, not inconsistent with the
provisions of these Bylaws, as it may deem necessary.
Section 7.4. GIFTS. The Board may accept on behalf of the Corporation any contribution,
gift, bequest or devise for and consistent with the general purposes, or for and consistent with any
specific purpose, of the Corporation.
Section 7.5. BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall also keep records of the actions of the Corporation, which
records shall be open to inspection by the voting Membership of the Corporation and members of
the Board at any reasonable time.
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Section 7.6. ANNUAL OPERATING REPORT. The Chairman shall cause an Annual
Report to be submitted to the Board no later than 120 days after the close of each fiscal year of
the Corporation.
Section 7.7. ANNUAL FISCAL REPORT. The Chairman shall cause an Annual Fiscal
Report to be submitted for approval to the Board no later than 120 days after the close of each
fiscal year of the Corporation.
Section 7.8. FISCAL YEAR: ACCOUNTING ELECTION. The fiscal year of and
method of accounting for the Corporation shall be consistent with that of the Sole Member.
Section 7.9. SEAL. The Board shall provide a corporate seal for use by the Corporation.
Section 7.10. NOTICE.
7.10.1 Effective Date. Unless otherwise specified herein, any notice required or
permitted to be given pursuant to the provisions of the Articles of Incorporation,
these Bylaws, or applicable law, shall be in writing, shall be sufficient and
effective as of the date personally delivered or, if sent by mail, on the date
deposited with the United States Postal Services, prepaid and addressed to the
intended receiver at such receiver's last known address as shown in the records of
the Corporation.
7.10.2 Waiver Of Notice. Whenever any notice is required to be given under the
provisions of the Florida General Corporation Statute or Corporation Not-ForProfit Code of the State or under the provisions of the Articles of Incorporation,
these Bylaws, or applicable law, a waiver thereof in writing signed by the persons
entitled to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice. The attendance of a member at
any meeting shall constitute a waiver of notice of such meeting, except where a
member attends a meeting for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.
Section 7.11. LOANS TO MEMBERS OF THE BOARD AND OFFICERS
PROHIBITED. No loans shall be made by the Corporation to Members of the Board or to any
Officer. The members of the Board who vote for or assent to the making of a loan to a member
of the Board or Officer, and any member of the Board or Officer participating in the making of
such a loan, shall be jointly and severally liable to the Corporation for immediate repayment of
the amount of such loan.
Section 7.12. INDEMNIFICATION OF MEMBERS OF THE BOARD, OFFICERS
AND OTHERS. The Corporation shall have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, whether formal or
informal, (including an action by or in the right of, the Corporation), by reason of the fact that he
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or she is or was a dDirector, Oofficer, or Designated Eemployee or agent of the Corporation or is
or was serving at the request of the Corporation as the dDirector, oOfficer, or Designated
Eemployee or agent of another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding, including any appeal thereof, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the
Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
The Corporation shall have the power to indemnify any person, who was or is a party to any
proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of
the fact that the person is or was a director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against expenses and amounts
paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated
expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection
with the defense of settlement of such proceeding, including any appeal thereof, in accordance
with the provisions of Florida Statutes Section 607.0850(2).
The termination of any proceeding by judgment, order, settlement, or conviction or upon the
please of nolo contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation or, with any respect to any criminal action or
proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Any indemnification hereunder, unless pursuant to a determination by a court, or pursuant to
Florida Statute Section 607.0850, shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the Director, Officer or Designated
Employeeindemnified party is proper in the circumstances because he or she has met the
applicable standard of conduct set forth above. Such determination shall be made in accordance
with the provisions of 1994 2013 Florida Statute Section 607.0850 as the same now exists and as
it may be amended from time to time. The indemnification provided for herein shall continue as
to a person who has ceased to be a Director, Officer or Designated Employeean indemnified
party, and shall inure to the benefit of the heirs, personal representatives, and administrators of
such a person. The Designated Employeeagent shall be identified from time to time by title by
resolution duly adopted by the Board of Directors of the Corporation. By order of the Board of
Directors, the Corporation may, under comparable terms and limitations, indemnify employees
and agents of the Corporation with respect to activities within the scope of their services as
members of Board Committees, officers, or other officials of the Corporation.
The definitions found in Florida Statute Section 607.0850(11) shall apply to this Section.
Section 7.13. INSURANCE. Nothing herein provided shall limit or otherwise affect the
power of the Corporation to purchase and maintain insurance on behalf of any person who is or
was an Officer, member of the Board, employee or agent of the Corporation or is or was serving
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at the request of the Corporation, against any liability asserted against him and incurred by him in
any such capacity or arising out of his status as such, whether or not the Corporation would have
the power or would be required to indemnify him against such liability under the provisions of
these Bylaws or any applicable law. To the extent such insurance operates to protect any person
against liability, the Corporation's obligation to indemnify shall be deemed satisfied.
Section 7.14. REVOCABILITY OF AUTHORIZATIONS.
No authorization,
assignment, referral or delegation of authority by the Board to any committee, Officer, agent or
other official of the Corporation, or any other organization which is associated or affiliated with,
or conducted under the auspices of the Corporation shall preclude the Board from exercising the
authority required to meet its responsibility. The Board shall retain the right to rescind any such
authorization, assignment, referral or delegation in its sole discretion.
Section 7.15. EMPLOYEES OF THE CORPORATION. The Board of Directors may
employ such personnel as it deems necessary or desirable for the efficient operation of the
Corporation.
Section 7.16. DUALITY OF INTERESTS. Except for contracts and transactions
between the Corporation and Indian River Memorial Hospital, Inc., or any of its affiliate
organizations, any contract or other transaction between the Corporation and one or more of the
members of the Board or Officers, or between the Corporation and any other corporation, firm,
association or other entity in which one or more of the members of the Board or Officers are
members of the board, trustees, or officers or have a significant financial or influential interest,
shall be authorized or entered into by the Corporation only after all of the following conditions
are met:
(A) The relevant and material facts as to such member of the Board's or Officer's interest in
such contract or transaction and as to any common directorship, trusteeship, officership, or
financial or influential interest were disclosed in good faith in advance, by such member of the
Board or Officer, to the Board, and such facts are reflected in the minutes of the Board meeting;
and
(B) The relevant and material facts, if any, known to such interested member of the Board
or Officer with respect to such contract or transaction which might reasonably be construed to be
adverse to the Corporation's interest were disclosed in good faith in advance by such member of
the Board or Officer to the Board, and such facts are reflected in the minutes of the Board
meeting; and
(C) Such interested member of the Board or Officer has, as determined by the judgment
of the Board; (i) made the disclosures and fully responded to questions concerning the matters
referred to in (a) and (b) above; (ii) fully met the burden of proof that the contract or transaction
is fair and reasonable to the Corporation at the time such contract or transaction is authorized;
and (iii) not otherwise significantly influenced the action of the Board with respect to the contract
or transaction; and all such determinations by the Board are reflected in the minutes of the Board
Meeting; and
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(D) The Board authorized such contract or transaction by a vote sufficient for the purpose
without counting the votes of such interested Directors; and
(E) Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors which authorizes, approves, or ratifies such
contract or transaction but may not participate in the vote; and
(F) Such interested member of the Board or Officer was not present at such time as the
vote was taken.; and
Section 7.17. RULES. The Board may adopt, amend or repeal rules (not inconsistent with
these Bylaws) for the management of the internal affairs of the Corporation and the governance
of its Officers, agents, Board Committee.
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Section 7.18. VOTING OF SHARES OWNED BY THE CORPORATION. Unless
otherwise ordered by the Board, the Chairman, the Secretary and the Treasurer, or any of them,
shall have full power and authority on behalf of the Corporation to attend, to vote and to grant
proxies to be used at any meeting of shareholders of any corporation or otherwise exercise rights
of any entity in which the Corporation may hold stock or otherwise be a member. The Board
may confer like powers upon any other person or persons.
Section 7.19. VOTE BY PRESIDING OFFICER. The person acting as presiding officer
at any meeting held pursuant to these Bylaws shall, if a voting member thereof, be entitled to
vote on the same basis as if not acting as a presiding officer.
Section 7.20. GENDER AND NUMBER. Whenever the context required, the gender of
all words used herein shall include the masculine, feminine and neuter, and the number of all
words shall include the singular and plural thereof.
Section 7.21. ARTICLES AND OTHER HEADINGS. The Article and other headings
contained in these Bylaws are for reference purposes only and shall not affect the meaning or
interpretation of these Bylaws.
ARTICLE VIII
AMENDMENTS TO ARTICLES AND BYLAWS
Section 8.1. ARTICLES OF INCORPORATION. The power to make, alter, amend,
repeal or adopt the Articles of Incorporation shall be vested in the Board of Directors, subject,
however, to the written approval of the Sole Member.
Section 8.2. BYLAWS. The power to make, alter, amend, repeal or adopt these Bylaws of
this Corporation shall be vested in the Board of Directors, subject, however, to the written approval
of the Sole Member.
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SECRETARY'S CERTIFICATE
THIS IS TO CERTIFY that the foregoing Amendments to the Bylaws of INDIAN
HOSPITAL FOUNDATION, INC. having been duly adopted by the Board of Directors of the
Corporation at the meeting of the Board on, March 21, 2011______________ and by the Sole
Member of the Corporation at a meeting of the Sole Member on March 23,
2011______________.
IN WITNESS WHEREOF, the undersigned, duly elected and acting Secretary of the
Corporation, has signed this Certificate and affixed the seal of the Corporation hereon this March
23, 2011____________________.
John McConnell, Jr._____________________
Secretary
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Section 4.2, 5.11.1, 6.2.1.1 revised and approved by IRMCF Board of Directors, 4-21-08, approved by IRMC Board
of Directors 4-23-08, Section 4.2 revised and approved by IRMCF Board of Directors, 4-27-09, approved by IRMC
Board of Directors 6-11-2009, Section 5.11.3 revised and approved by IRMCF Board of Directors, 2-16-10,
approved by IRMC Board of Directors, 3-29-10, Section 5.5 revised and approved by IRMCF Board of Directors, 321-11, approved by IRMC Board of Directors, 3-23-11.
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RESOLUTION OF MEMBERS OF2014 AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF INDIAN RIVER HOSPITAL FOUNDATION, INC. TOINC. TO
INC.AMEND CORPORATE CHARTER AND TO REINCORPORATE UNDER THE
PROVISIONS OF FLORIDA STATUTES CHAPTER 617
(A Corporation Not for Profit)
WHEREAS, the members Board of Directors of INDIAN RIVER HOSPITAL
FOUNDATION, INC., a Florida not-for-profit corporation deems it advisable to revise the
corporate charter and to reincorporate under the provisions of Florida Statutes, Chapter
617amend and restate the existing Articles of Incorporation and supersede the existing Articles
of Incorporation filed with the Secretary of State on September 11, 1985; and
WHEREAS, the revised corporate charter shall replace the existing corporate
charter in its entirety.
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors members of
INDIAN RIVER HOSPITAL FOUNDATION, INC. that the charter of the corporationArticles
of Incorporation be and the same is are hereby revised restated and amended in its their entirety
to read as follows:
ARTICLE I
NAME
The name of the Corporation shall be: INDIAN RIVER HOSPITAL FOUNDATION,
INC.
ARTICLE II
PURPOSE
The purposes for which the Corporation is organized are exclusively charitable, scientific
and/or educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of
198654, as amended, its Regulations or the corresponding provision of any applicable or the
corresponding provision of any future United States Internal Revenue Llaw or Regulations
(hereinafter collectively referred to as the “Code”). Its activities shall be conducted in such a
manner that no part of its net earnings shall inure to the benefit of any member, director, trustee,
officer, or individual. It shall not have the power to issue certificates of stock or declare
dividends.
The Corporation is further organized as a not-for-profit corporation established to operate
exclusively for the benefit of, or to to perform the functions of and to carry out the purposes of
Indian River Memorial Hospital, Inc., a Florida not-for-profit corporation (d.b.a. Indian River
Medical Center)(hereinafter referred to as “Indian River Memorial Hospital”), and, in the
discretion of the Corporation's Board of Directors, to support other not-for-profit entities
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incorporation.2014.redline.docn:\firm\clients\indian river medical center foundation\foundation\corporate documents\as approved articles of
incorporation.2014.redline.docn:\firm\clients\indian river medical center foundation\foundation\corporate documents\articles of
incorporation.2014.redline.doc
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organized for charitable purposes; provided that each such entity, including Indian River
Memorial Hospital Inc., is an organization described inwhich is qualified as an exempt
organization under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, its
regulations or the corresponding provision of any applicable future United States Internal
Revenue law or regulations (hereinafter collectively referred to as the "Code") and in as a public
charity under Section 509(a)(1) or (2) of the Code, and, further provided that the Corporation
shall be operated, supervised, or controlled in connection withby each supported organization
within the meaning of Section 509 (a)(3) of the Code (such entities collectively being hereinafter
referred to as "Supported System Members").
The Corporation shall, itself, operate exclusively for charitable, scientific, and/or
educational purposes, and in furtherance of such charitable, scientific and educational purposes,
causes and objects now or at any time hereafter fostered by said Indian River Memorial Hospital,
Inc. and such other Supported System Members, including, without limitation, to make
distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the
Code and as public charities under Section 509(a)(1) or (2) of the Code.
The Corporation is also organized to qualify as an organization exempt from federal
taxation under Section 501(c)(3) of the Code and as a supporting organization under Section
509(a)(3) of the Code; and, notwithstanding any provisions of these Articles, the Corporation
shall not carry on any other activities not permitted to be carried on by a corporation exempt
from federal income tax under Section 501(c)(3) of the Code.
In the event of dissolution of the Corporation or the winding up of its affairs, or other
liquidation of its assets, the Board of Directors Corporation's property shall, after paying or
making provisions for the payment of all of the liabilities of the Corporation, dispose of all of the
assets of the Corporation exclusively for the purposes of be conveyed or distributed to Indian
River Memorial Hospital Inc., a Florida not-for-profit corporation, if still in existence and so
long as such corporation, at the time of such conveyance or distribution, qualifyiinges as an
exempt organization under Section 501(c)(3), and as a public charity under Section 509(a) of the
Code, or if . In the event that Indian River Memorial Hospital Inc. does not qualify, or is not
thenstill in existence and qualifying as tax exempt, then, the Corporation's property shall be
conveyed or distributed to the Indian River County Hospital District, a special tax district
incorporated by Special Act of the Florida Legislature pursuant to Chapter 61-2275, Laws of
Florida, Special Acts of 1961, as amended, and an exempt organization under §501(c)(3) of the
Code a Supported System Member, so long as such Hospital DistrictSupported System Member
at the time of such conveyance or distribution qualifies as an exempt organization under Section
501(c)(3), and as a public charity under Section 509(a) of the Code. In the event that the Indian
River County Hospital Districta Supported System Member does not qualify, or is not then in
existence, the Corporation's property shall be conveyed or distributed to such Florida
corporation(s)organization or organization(s) organized and operated exclusively for charitable,
educational, and/or scientific for nonprofit purposes similar to those of the Corporation which
atwhich at the time of such conveyance or distribution qualifiesy as an exempt organization or
organizations under Section 501(c)(3) of the Code, and as a public charity under Section 509(a)
of the Code, as the Board of Directors of the Corporation mayshall determine to be calculated to
carry out the object and purposes of the Corporation. Any such assets not so disposed of shall be
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disposed of by the appropriate Court of the jurisdiction in which the princpal office of the
Corporation is then located, exclusively for such purposes or to such organization or
organizations as said court shall determine which are organized and operated for such purpose.
No substantial part of the activities of the Corporation shall consist of carrying on
propaganda, or otherwise attempting to influence legislation, and the Corporation shall not
participate in or intervene in (including the publishing or distributing of statements) any political
campaign on behalf of any candidate for public office.
ARTICLE III
POWERS
The Corporation shall possess and may exercise all the powers and privileges granted by
Chapters 607 and 617 of the Florida Statutes, or by any other law of Florida, together with all
powers necessary or convenient to the conduct, promotion, or attainment of the activities or
purposes of the Corporation, and limited only by the restrictions set forth in these Articles of
Incorporation; provided, however, that the Corporation shall not engage in activities that are not
in furtherance of its charitable purposes other than as an insubstantial part of its activities.
ARTICLE IV
TERM OF EXISTENCE
The term for which the Corporation is to exist shall be perpetual.
ARTICLE V
MEMBERSHIP
The Corporation shall be organized as a nonstock, membership corporation.
5.1 QUALIFICATIONS.
The Corporation shall have one voting member who shall be Indian River Memorial
Hospital, Inc. ("Sole Member"), a Florida not-for-profit corporation. The Corporation may
establish such classes of non-voting membership through its Bylaws as it may deem appropriate.
5.2 ADMISSION.
The Sole Member shall bewas automatically admitted to membership upon the filing of
the Articles of Incorporation on September 11, 1985. Non-voting members shall be admitted to
membership inmembership in the manner established in the Bylaws of the Corporation.
ARTICLE VI
INCORPORATOR
The names and addresses of the subscribers to these Articles of Incorporation and
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Incorporators of the Corporation are as follows:
NAME
ADDRESS
Robert E. Poysell, Jr.
1705 - 41st Avenue
Vero Beach, FL 32960
H.R. Chenault
5601 North AlA
Vero Beach, FL 32963
Marian L. Block
P.O. Box 1387
Vero Beach, FL 32961
John M. Luther
555 South AlA
Vero Beach, FL 32963
2635 Carissa Drive
Vero Beach, FL 32960
James T. Vocelle
Howard W. Bain
Riverwalk Apt. #407
4701 North AlA
Vero Beach, FL 32963
ARTICLE VII
DIRECTORS
76.1 NUMBER.
The affairs of the Corporation are to be managed by a Board of Directors consisting of no
fewer than three (3) Directors as shall from time to time be fixed by, or in the manner provided
in, the Bylaws of the Corporation. The first Board of Directors shall consist of nine (9) members.
7.2 INITIAL BOARD.
The names and addresses of the initial Board of Directors are:
NAME
ADDRESS
William G. Whyte
491 Sea Oak Drive John's Island
Vero Beach, FL 32963
James A. Thompson, Jr.
3360 Buckinghammock Trail
Vero Beach, FL 32960
Marian L. Block
P.O. Box 1387
Vero Beach, FL 32961
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John K. Moore
The Beach Bank of Vero Beach
755 Beachland Boulevard
Vero Beach, FL 32963
Samuel A. Block
2127 - 10th Avenue
Vero Beach, FL 32960
Robert Jackson
2321 Buena Vista Boulevard
Vero Beach, FL 32960
Angelo J. Sanchez
2520 Fairway Drive
Vero Beach, FL 32960
Anne Schemel
336 Egret Lane
Vero Beach, FL 32963
W. Lynn Velde
251 Indian Harbor Road John's Island
Vero Beach, FL 32963
7.36.2 POWERS:
The Board of Directors shall act for the Corporation and shall have the power to decide
all matters relating to the conduct of business for the Corporation.
7.46.3 ELECTION-AND TERM OF OFFICE.
The Directors of the Corporation shall be elected by the Sole Member for one year terms,
such terms commencing at the Annual Meeting of the Board of Directors following their
electionand shall serve terms as provided for in the Bylaws of the Corporation.
ARTICLE VIII
OFFICERS
87.1 NUMBER.
There shall be four (4)The Officers of the Corporation shall be a Chairman, one or more
Vice Chairmen, a. They are: President, Vice President, Secretary, and a Treasurer and the
President of the Sole Member.
87.2 ELECTION AND TERM OF OFFICE.
The oOfficers of the Corporation shall be elected for terms of one (1) year by the Board
of Directors at the Annual Meeting of the Board of Directors each yearand shall serve as
provided for in the Bylaws of the Corporation.
8.37.3 ADDITIONAL OFFICERS.
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The Corporation may, at the discretion of the Board of Directors, provide for different
categories of Officers, and may have additional Officers including, without limitation, one or
more Assistant Secretaries, and/or Assistant Treasurers.
8.47.4 POWERS AND DUTIES.
The powers and duties of the Officers of the Corporation shall be those usually pertaining
to their respective offices, or as may be specifically directed in these Articles of Incorporation or
the Bylaws of the Corporation.
8.5 INITIAL OFFICERS.
The names and addresses of the initial Officers are:
PRESIDENT: William G. Whyte
491 Sea Oak Drive John's Island
Vero Beach, FL 32963
VICE PRESIDENT: James A. Thompson, Jr.
3360 Buckinghammock Trail
Vero Beach, FL 32960
SECRETARY: Marian L. Block
P.O. Box 1387
Vero Beach, FL 32961
TREASURER: Marian L. Block
P.O. Box 1387
Vero Beach, FL 32961
ARTICLE IXVIII
BYLAWS
The power to make, alter, amend, repeal, or adopt the Bylaws of this Corporation shall be
as provided for in the Bylaws of the Corporationvested in the Sole Member.
ARTICLE IX
AMENDMENTS
The, power to make, alter, amend, repeal or adopt these Articles of Incorporation shall be
as provided for in the Bylaws of the Corporationvested in the Sole Member.
ARTICLE XI
REGISTERED AGENT AND REGISTERED OFFICE
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The address of the initial registered office of the corporation is 1000 - 36th Street, Vero
Beach, Florida 32960.
The registered agent at that address is Alan C. GuyJeffrey L. Susi.
ARTICLE XII
EFFECTIVE DATE
These Amended and Restated Articles of Incorporation shall be effective upon the
filing hereof with the Secretary of State, State of Florida.
BE IT FURTHER RESOLVED that the Board of Directors of the Corporation and its
officers are hereby authorized to reincorporate under the provisions of Florida Statutes, Chapter
617 and are further authorized to execute such documents as are either necessary or desirable in
order to accomplish such reincorporation.
We hereby certify that the foregoing Resolution was adopted by two-thirds majority vote
of a quorum of the members of INDIAN RIVER HOSPITAL FOUNDATION, INC. present at a
meeting held on the 4th day of September, 1985. The undersigned further certify that the
amendment to the corporate charter set forth in the foregoing Resolution was approved by a
majority of the Directors of INDIAN RIVER HOSPITAL FOUNDATION, INC. atINC. at a
meeting held on the 29th day of August, 1985.These Amended and Restated Articles of
Incorporation were adopted by the Board of Directors at a meeting on December 15, 2014 and
were confirmed by the Sole Member at a meeting of its Board of Directors on
_________________, 2014. The number of votes cast in favor of the adoption of such at both
such meetings were sufficient for approval of same.
Dated this ____ day of ________________, 2014.
INDIAN RIVER HOSPITAL FOUNDATION, INC.
BY:____________________________________
E. Poysell, Jr., President
Anthony C. Woodruff, ChairmanRobert
ATTEST:
BY:___________________________
Marian L. BlockJames J. Daly, Secretary
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
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I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State
and County aforesaid to take acknowledgments, personally appeared. ROBERT E. POYSELL,
JR.ANTHONY C. WOODRUFF and MARIAN L. BLOCK JAMES J. DALY, well known to
me to be the President Chairman and Secretary respectively of INDIAN RIVER HOSPITAL
FOUNDATION, INC. and that they severally acknowledged executing the same freely and
voluntarily under authority duly vested in them by said corporation and that the seal affixed
thereto is the true corporate seal of said corporation.
WITNESS my hand and official seal in the County and State last aforesaid this 4th _____ day of
September, 1985__________________, 2015.
Notary Public, State of Florida at Large
My Commission Expires:
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JANUARY 2015
CONTEMPLATED BYLAW REVISIONS
6.1-6 COMPLIANCE COMMITTEE.
6.1-6.1 Composition and Appointment. The Compliance Committee
shall consist of the Committee’s Chairman, the Corporation’s Treasurer and
six (6)five (5) Independent Directors as assessed by the Board in accordance
with its policy on the Independence of Directors. It is intended that the
Compliance Committee shall be solely compromised of Independent
Directors. The chairman of the Compliance Committee is appointed by the
Board from the Committee’s members and is not the Chairman of the Board.
Appointments and revocation of appointments are determined by the Board.
The composition of the Compliance Committee is reviewed annually to ensure
an appropriate balance of skills and experience.
6.1-6-2 AUDIT SUBCOMMITTEE.
6.1-6-2.1 Composition and Appointment. The Audit Subcommittee
shall consist of the same Independent Directors who serve on the Finance
Committee in addition to the Chairman and the President, and such other
persons as shall be duly appointed. The Chairman of the Compliance
Committee shall appoint an Audit Subcommittee Chairman.
6.1-6-2 EXECUTIVE COMPENSATION COMPLIANCE
SUBCOMMITTEE.
6.1-6-2.1 Composition and Appointment. The Executive
Compensation Compliance Subcommittee of the Corporate Compliance
Committee consists of those annually Elected Officers who are Independent
Directors and one (1) other Independent Director.
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