board governance, audit, and compliance committee · 8/3/2015 · minutes governance, audit, and...

BOARD GOVERNANCE, AUDIT, AND COMPLIANCE COMMITTEE

Monday August 3, 2015 5:30 p.m. Buffet for board members & invited guests Administration Office 6:00 p.m. 1st Floor Conference Room 456 E. Grand Avenue, Escondido, CA 92025 _________________________________________________________________________________________________

Form

A

Time Page Target

CALL TO ORDER 6:00

Public Comments1..………………..……………………….……..……………………………………. ....15 6:15

Information Item(s)

1. *Approval: Minutes – Monday, July 6, 2015 (ADD A-Pp11-17) …...3 ……1 6:18

2. Review: Legislative Update (ADD B-Pp18-23) Internal Audit

….15 ……2 6:33

3. Review: Internal Audit Activities Summary (ADD C-Pp 24-31) ….15 ……3 6:48

4. Standing Agenda Item: Compliance and Ethics Committee Summary (ADD D-Pp 32-33) ….15 ……4 7:03

5. *Review/Approve: Board Meetings Held in Closed Session Policy (Lucidoc #52752) (ADD E-Pp 34-36) Governance (ADD D-Pp30-228)

….15 ……5 7:18

6. *Review/Approve: Board Member Personal Attendance at Meetings (Lucidoc #52752) (ADD F-Pp 37-39)

….15 ……6 7:33

7. *Review/Approve: Policy-Annual Adoption of Statement of Investment (Lucidoc #27092) (ADD-G Pp 40-43) .…10 ……7 7:43

8. *Review/Approve: Palomar Health Bylaws (see attached Expenditure and Requisition Approval Authority Policy #14779) (ADD H-Pp 44-71) …10 ……8 7:53

9. *Discussion: Physician voting on board committees …10 ……9 8:03

10. Roundtable

Public Comments1..………………………………………………..……………………………………. ….15 8:03

Meeting with Compliance, Audit, and Legal Staff, as requested

ADJOURNMENT 8:18

Board Governance, Audit and Compliance Committee Members

Jeff Griffith, Chair Robert Hemker, Chief Executive Officer Jeff Rosenburg, M.D.

Linda Greer, R.N., Director Janine Sarti, General Counsel Lachlan Macleay, M.D.

Ray McCune, Director Mark Neu, Corporate Compliance Officer Paul Neustein, M.D.

Hans Christian Sison, 1st Alternate Tom Boyle, District Audit Officer Elly Garner, Government Affairs

NOTE: If you have a disability, please notify us by calling 760-740-6375

72 hours prior to the event so that we may provide reasonable accommodations

Date/Time/Location of Next Meeting: Monday September 7, 2015 – Grand Building 1st Floor Conference Room

__________________________________ Asterisks indicate anticipated action. Action is not limited to those designated items. 1 5 minutes allowed per speaker with a cumulative total of 15 minutes per group. For further details & policy, see Request for Public Comment notices available in

meeting room. The Board Governance, Audit, And Compliance Committee meeting is being agendized as a full board meeting due to the possibility of a quorum being present. Only committee business will be discussed at this meeting, however all board members may attend to participate in the discussion. Only those board members who sit on the Board Governance, Audit, And Compliance Committee are permitted to make a motion or vote on these matters.

Minutes Governance, Audit, and Compliance Committee

July 6, 2015

Governance, Audit, and Compliance – June 1, 2015

TO: Board Governance, Audit, and Compliance Committee MEETING DATE: August 3, 2015 FROM: Ashley Freeman, Committee Secretary Background: The minutes of the Governance, Audit, and Compliance meeting held on Monday, July 6, 2015 are respectfully submitted for approval.

Budget Impact: N/A

Staff Recommendation: Staff recommends the approval to the Monday, July 6, 2015 Governance, Audit, and Compliance minutes.

Committee Questions:

COMMITTEE RECOMMENDATION: Motion: X Individual Action: Information: Required Time:

1

Legislative Update

Governance, Audit, and Compliance – August 3, 2015

TO: Board Governance, Audit, and Compliance Committee MEETING DATE: August 3, 2015 FROM: Elly Garner, Manager of Government Affairs Background: Presentation of legislative update. Budget Impact: N/A Staff Recommendation:


COMMITTEE RECOMMENDATION: Motion: Individual Action: Information: X Required Time:

2

Internal Audit Activities Summary


TO: Board Governance, Audit, and Compliance Committee MEETING DATE: August 3, 2015 FROM: Tom Boyle, Internal Audit Officer Background: Presentation of Internal Audit activity report.

Budget Impact: N/A

Staff Recommendation:



3

Compliance and Ethics Committee Summary


TO: Board Governance, Audit, and Compliance Committee MEETING DATE: August 3, 2015 FROM: Mark Neu, Corporate Compliance Officer Background: Review the Compliance and Ethics Committee summary.

Budget Impact: N/A




4

Board Meetings Held in Closed Session Policy


TO: Board Governance, Audit, and Compliance Committee MEETING DATE: August 3, 2015 FROM: Board Governance, Audit, and Compliance Committee Chair

Director Jeff Griffith Background: The Board Governance, Audit, and Compliance Committee Chair, Director Jeff Griffith, requested the committee create and review a separate Board Meetings Held in Closed Session Policy from the Board Member Personal Attendance at Meeting Policy #52752.

Budget Impact: N/A




5

Board Member Personal Attendance at Meeting



Director Jeff Griffith Background: The Board Governance, Audit, and Compliance Committee Chair, Director Jeff Griffith, requested the committee create and review a separate policy Board Member Personal Attendance at Meeting #52752.

Budget Impact: N/A




6

Annual Adoption of Statement of Investment Policy



Director Jeff Griffith Background: The Board Governance, Audit, and Compliance Committee Chair, Director Jeff Griffith, requested the committee create and review Annual Adoption of Statement of Investment Policy #27092.

Budget Impact: N/A




7

Palomar Health Bylaws


TO: Board Governance, Audit, and Compliance Committee MEETING DATE: August 3, 2015 FROM: Janine Sarti, General Counsel Background: Review Palomar Health Bylaws.

Budget Impact: N/A




8

Discussion: Physician Voting on Board Committees



Director Jeff Griffith Background: The Board of Directors requested the Governance, Audit, and Compliance Committee review Physician Voting on Board Committees.

Budget Impact: N/A




9

ADDENDUM A

10

1

B O A R D G O V E R N A N C E A U D I T A N D C O M P L I A N C E C O M M I T T E E M E E T I N G A T T E N D A N C E R O S T E R & M E E T I N G M I N U T E S C A L E N D A R Y E A R 2 0 1 5

MEETING DATES:

MEMBERS

1/5/15 2/2/15 3/2/15 4/6/15 5/4/15 6/1/15 7/6/15 8/3/15 9/7/15 10/5/15 11/2/15

12/7/15

JEFF GRIFFITH – CHAIR P P E P N/A P P

LINDA GREER – DIRECTOR P P P P N/A P P

RAY MCCUNE – DIRECTOR P P P P N/A P P HANS CHRISTIAN SISON – ALTERNATE P E P E N/A E STAFF ATTENDEES

ROBERT HEMKER – CHIEF EXECUTIVE OFFICER E P P P N/A P P

DIANE HANSEN –EXECUTIVE VICE PRESIDENT OF FINANCE E E E E N/A E

JANINE SARTI – GENERAL COUNSEL P P P P N/A P P

MARK NEU – CORPORATE COMPLIANCE OFFICER P E E P N/A E P

TOM BOYLE – DISTRICT AUDIT OFFICER P P P P N/A P P

JEFF ROSENBURG , M.D. P P P P N/A E P

LACHLAN MACLEAY, M.D. E P P E N/A P

PAUL NEUSTEIN, M.D. P P P A N/A E

ELLY GARNER – GOVERNMENT RELATIONS P P P E N/A P

DEBBIE HOLLICK – INTERIM COMMITTEE SCRIBE E S S P N/A P P INVITED GUESTS SEE TEXT OF MINUTES FOR NAMES OF GUEST PRESENTERS

11

BOARD GOVERNANCE AUDIT AND COMPLIANCE COMMITTEE – MEETING MINUTES – MONDAY, JULY 6, 2015

AGENDA ITEM CONCLUSION/ACTION FOLLOW UP /

RESPONSIBLE PARTY

DISCUSSION

CALL TO ORDER

The meeting, held in the Grand Avenue 1st Floor Conference Room, 456 East Grand Avenue, Escondido, CA 92025 - was called to order at 6:00 p.m. by Chair Jeff Griffith. ESTABLISHMENT OF QUORUM

See roster. Guest Directors: None

NOTICE OF MEETING AND FULL AGENDA PACKET

Notice of Meeting and Full Agenda packet were posted at PH’s Administrative Offices and on the Board Meetings page of the PH web site on Monday, June 29, 2015 which is consistent with legal requirements. Notice of that posting was also made via email to the Board and staff members.

PUBLIC COMMENTS

Rob Roy Fawcett commented on the June 24, 2015 Board of Director’s meeting outcome

INFORMATION ITEMS

There were no information items.

1. MINUTES MONDAY, JUNE 1, 2015 MOTION: By Director Greer, 2nd by Director McCune and carried to recommend approval of the minutes from the Monday, June 1, 2015, meeting as presented. All in favor; none opposed.

No discussion

2. INTERNAL AUDIT ACTIVITIES SUMMARY Information only

Utilizing the presentation distributed in the meeting packet, the following report was reviewed:

District Audit Officer Tom Boyle presented the Internal Audit Activity report, highlighting the status of the 2015 Audits & Projects, noting that in-depth reporting of the following would be provided at next month’s meeting: o Management of Rental Space o Omnibus Rule – Privacy and Breach Response o Omnibus Rule – Security

Reviewed summary of fiscal year-end inventory for the Surgery Department at Palomar Medical Center (PMC), Pomerado Hospital (POM) and Palomar Health Downtown Campus

3. COMPLIANCE AND ETHICS COMMITTEE REPORT FOR MAY / JUNE 2015 Bring current month’s Compliance and Ethics Committee meeting summary to every Governance, Audit & Compliance Committee meeting so there is no lag time in reporting; does not need to go in packet – can be a separate attachment summary

Mark Neu

Utilizing the presentation distributed in the meeting packet, the following reports were reviewed:

MAY 7, 2015

Noridian Prepayment audits – follow up

o Total Joint – DRG 470; no denials to date o Hyperbaric Oxygen Therapy; no denials to date

Security Update

o Review of proposal regarding portable media devices, specifically the use of encrypted thumb drives. Security manager will distribute a concise plan and share with CEC members. 12


Meaningful Use

o Focus of Stage 2 is on information exchange and patient engagement o PH challenge areas o Meaningful Use Audits up to 6 years post-payment o EH Medicare Penalties and Incentives apply o MU Program Governance o MU Task Force Recommendations

Executive Leadership - Meaningful Use Coordinator; Reporting Analyst(s)

Physician Clinical Champion Nursing Clinical Champion Case Management Champion Medical Records/HIM Champion Practice Administrator (EP Only) Patient Portal Champion Clinical Quality Champion

o Meaningful Use Coordinator Coordinate and drive the task force Monitor and report on meaningful use attainment Coordinate attestation and submission of measures Drive executive reporting and updates Coordinate meaningful use education Stay current on future recommendations and rule making Monitor objective progress and escalate when necessary

o Objective Owner Coordinate resources for each objective (clinical and technical) Coordinate supporting documentation for policies and workflows Troubleshooting objective functionality and reporting Mitigation planning Update task force on status

JUNE 7, 2015

Patient Portal Champion – follow up – sample functional responsibilities

Meaningful Use Coordinator

Security Update - Review of CDPH plan of correction

Meaningful Use

o Focus of Stage 2 is on information exchange and patient engagement o PH challenge areas

View/Download/Transmit 5% of patients log-in to their accounts during stay or within 36 hours of discharge PMC – Trending at 3.5% POM – Trending at 4.5%

Transition of Care #2 (Direct) 10% of physicians receive a direct email of the clinical care documentation PMC – Trending at 0% POM – Trending at 0%

340B Pharmacy Services – Review of Work Plan slide

Objectives o Review of the 340B Drug Pricing Program o Requirements & Things to consider o HRSA/OPA Audit Findings and Plans of Correction o Tying it all together to benefit Palomar Health 13


Section 340B of the PHS Act Qualifying/Eligible Entities

o Federal Grantees o Hospital Types

Outpatient Clinic Eligibility Patient Eligibility 340B Prohibitions HRSA/OPA Audit – January 2015

Focus Areas HRSA/OPA Audit Findings

4. COMPLIANCE HOTLINE REPORT FOR MAY / JUNE 2015

Information only

Utilizing the presentation distributed in the meeting packet, the following reports were reviewed:

MAY 2015

Recent Enforcement

Nine hospitals in Jacksonville area and local company to pay $7.5 million in case tied to ambulance rides alleged to be medically unnecessary (4/30/15)

o Two recently unsealed lawsuits assert two major ambulance providers in Jacksonville knowingly overcharged the federal government and state of Florida millions of dollars in Medicare and Medicaid payments.

o The lawsuits were filed by Shawn Pelletier worked at Century Ambulance from 2004 to 2006 and at Liberty Ambulance from 2007 to 2009, and they also named four hospitals. The ambulance companies and hospitals knowingly defrauded the federal government by transporting patients who didn't need it, then billing Medicare and Medicaid.

o Settlements – UF Health Hospital (or Shands) ($1m), Baptist Health ($2.89m), Memorial Hospital ($2.37m) and Orange Park Medical Center ($1.24m). Century Ambulance Inc. ($1.25m and a CIA)

o The case could have national implications because hospitals around the country often rely on ambulances to ferry patients to and from their facilities, at times with little regard for the cost or medical need. Among the most common trips, his office found, were nonemergency rides from a hospital to a patient’s residence or to a nursing home.

Five San Diego Ambulance Companies to Pay More Than $11.5 Million to Resolve Kickback Allegations (5/4/15) o The settling defendants – Pacific Ambulance, Inc., Bowers Companies, Inc., (both of which were subsequently acquired by Rural/Metro Corporation after the alleged

misconduct occurred), Care Ambulance Service, Inc., Balboa Ambulance Service, Inc., and E.R. Ambulance, Inc. o The settlements resolve allegations that the defendants engaged in so-called “swapping” kickback schemes by providing deeply discounted – and often below cost –

ambulance services to hospitals and/or skilled nursing facilities in exchange for exclusive rights to the facilities’ more lucrative Medicare patient referrals. o Such swapping arrangements can lead to overutilization of medical services and inflated charges to the Medicare program. The government alleges that the arrangements in

this case resulted in false claims for Medicare Part B transports which in essence subsidized the discounted trips. o These settlements resolve a False Claims Act lawsuit filed in the Southern District of California by Kelvin Carlisle, a competitor in the San Diego, Orange and Los Angeles

County ambulance marketplaces. As part of the resolution of the suit, Mr. Carlisle will receive in excess of $1.7 million. HHS settlement: dumpster-diving leads to settlement for improper disposal of documents containing protected health information (4/29/15)

o The settlement arose from the disposal of unsecured paper documents containing protected health information (PHI) of the Pharmacy’s customers. o HHS began its investigation in 2012 after being notified by a news station, which reported that documents containing the PHI of over 1,600 individuals had been discarded into

an unsecured dumpster on the property of Cornell Prescription Pharmacy. These documents, which were not shredded, contained specifically identifiable information on the Pharmacy’s patients.

o Upon investigation, HHS determined the Pharmacy, which is a single-location pharmacy specializing in compounding medicines and providing services to local hospice care agencies, had violated the HIPAA Privacy Rule by: failing to reasonably safeguard PHI; failing to implement written policies and procedures; and failing to train employees on policies and procedures

o Pharmacy agreed to pay HHS $125,000 and implement an extensive corrective action plan (CAP). o Because the Pharmacy had never developed and adopted the policies and procedures required under the HIPAA Privacy Rule, the CAP imposed significant additional

obligations, including the development and submission to HHS for approval the required policies and procedures. o The Pharmacy is also required to conduct appropriate training and submit annual reports for two years regarding its compliance with the CAP. o Because the Pharmacy had never adopted or implemented the required policies and procedures, the costs of complying with the CAP are likely to be significant and are in

addition to the $125,000 settlement payment. o At minimum, a covered entity or business associate should: 14


Ensure their privacy and security policies and procedures reflect requirements of the HITECH Act and the HIPAA Omnibus Rule that was effective September 23, 2013 and that workforce members are trained to implement and follow these policies and procedures;

At least annually conduct a thorough risk analysis to identify and mitigate \ security risks and vulnerabilities associated with PHI and adopt or revise policies accordingly; In the event of a suspected privacy breach, timely comply with breach investigation and notification requirements; and Determine whether existing general liability or professional liability policies provide coverage for data breach incidents and if not; contact their insurance broker about

obtaining such coverage.

JUNE 2015

Recent Enforcement

Assistant Administrator of Riverside General Hospital Sentenced to 40 Years in Prison for $116 Million Medicare Fraud Scheme (5/21/15)

o To date, 10 individuals have pleaded guilty or been convicted for their involvement in the scheme. o Mohammad Khan, 65, of Houston, the assistant administrator who oversaw many of the partial hospitalization programs (PHPs), pleaded guilty in February 2012 to

conspiracy to commit health care fraud, conspiracy to pay and receive kickbacks and paying illegal kickbacks. He was also ordered to pay restitution in the amount of $31,321,200.

o According to admissions made in connection with his guilty plea, from January 2008 through February 2012, Khan and others operated a scheme to defraud Medicare by submitting claims for PHP services that were not medically necessary and, in some cases, never provided.

o Prior to Khan’s arrest, Riverside submitted over $116 million in claims to Medicare for PHP services purportedly provided to the recruited beneficiaries, when in fact, the PHP services were medically unnecessary or never provided.

o Khan also admitted that he and his co-conspirators paid kickbacks to patient recruiters and to owners and operators of group care homes in exchange for which those individuals delivered ineligible Medicare beneficiaries to the hospital’s PHPs.

o Khan steered patients to Riverside from assisted living facilities and personal care homes by paying cash kickbacks to the home owners and patient recruiters. He also paid Medicare recipients cash, cigarettes and coupons to the hospital's "country stores," according to his plea agreement, to enroll in the programs.

New Orleans Jury Convicts Two Doctors, a Nurse and an Office Manager for Roles in $50 Million Fraud Scheme (5/14/15)

o Barbara Smith, M.D., 66, of Metairie, Louisiana; Roy Berkowitz, M.D., 69, of Slidell, Louisiana; Beverly Breaux, 67, of New Orleans; and Joe Ann Murthil, 57, of New Orleans, were convicted on all counts after a five-day jury trial.

o Evidence introduced at trial showed that the defendants and others carried out a home health care fraud scheme in and around New Orleans through multiple companies over the course of more than 10 years.

o Smith and Berkowitz falsely claimed that thousands of Medicare recipients were homebound and required nursing or therapy services to be provided in their homes. o Breaux was a registered nurse who falsely certified that these patients were homebound, and falsely claimed to have treated patients that she had not seen. o Murthil was an office manager and biller at one home health company who assisted with the payment of illegal kickbacks to patient recruiters. o Murthil also submitted false claims to Medicare stating that patients were homebound when some of these patients had jobs, had not received services or did not

want services. o From 2007 through 2014, the companies in this scheme submitted more than $56 million in claims to Medicare, the vast majority of which were fraudulent. Medicare

paid approximately $50.7 million on these claims. o In total, 13 defendants have been charged for their roles in this scheme. Nine other defendants previously pleaded guilty.

CDPH Issues Penalties to Hospitals for Privacy Breaches (2/13/15) o Colusa County

Colusa Regional Medical Center – Survey findings on breach of confidential patient medical information issued by the department on 7/19/2011. Two employees accessed, without authorization, the medical records of a patient who was the daughter of a local physician. The medical center was fined $6,000 for this breach.

o Contra Costa County Vale Healthcare Center – Survey findings on breach of confidential patient medical information issued by the department on 1/17/2014. An investigation

found that the center failed to adequately protect 180 of 219 sampled residents’ PHI when it left accordion files containing residents’ personal and financial records at an unattended and unsecured reception desk located at the main entrance to the facility. The files were stolen by a visitor. The center was fined $244,700.00 for this breach, and appealed it.

o Los Angeles County Huntington Memorial Hospital – Survey findings on breach of confidential patient medical information issued by the department on 5/04/2012. An employee

accessed 17 patients’ EMR without authorization. The hospital was fined $250,000 and appealed. Torrance Memorial Medical Center – Survey findings on breach of confidential patient medical information issued by the department on 4/22/2013. The

medical center was fined $25,000 for this breach. o San Bernardino County

Arrowhead Regional Medical Center – Survey findings on breach of confidential patient medical information issued by the department on 12/09/2011. A 15


patient’s medical records were willfully breached five times by an employee who was a relative of the patient. The medical center was fined $95,000 for this breach.

Redlands Community Hospital – Survey findings on breach of confidential patient medical information issued by the department on 5/04/2010. A routine audit detected that three employees had accessed, without authorization, three patients’ records. The three patients were also on staff at the hospital. The hospital was fined $92,500.00.

o San Francisco County San Francisco General Hospital – Survey findings on breach of confidential patient medical information issued by the department on 5/16/2011. A staff

person accessed 98 patients’ records without authorization. The hospital was fined $250,000 for the breach. This was not their first big fine for a privacy breach, either. They’ve been fined $187,500.00 for a 2009 breach, $250,000.00 for a 2010 breach reported previously on this site, and $250,000.00 for a 2011 breach. There have been other privacy/security breaches they’ve also been fined for by CDPH.

o San Mateo County AccentCare Home Health of California, Inc. – Survey findings on breach of confidential patient medical information issued by the department on 11/21/2012.

The agency failed to protect six patients’ personal and medical information when a clinician left their records unattended and unsecured in her personal vehicle which was then burglarized while she was watching a football game at a restaurant. I was unable to locate the amount of the fine for this one, and have emailed CDPH to inquire. [UPDATE: CDPH informs me that the fine was $150,000 and AccentCare has appealed it.]

Utilizing the presentation distributed in the meeting packet, the Compliance Hotline Report was reviewed: Hotline Procedure Flowchart Standard Ethics and Compliance Allegations class, allegation, definition April 1, 2014 – March 31, 2015 data review:

o Total Number of Reports o Reports by Location o Report by Allegation Type o Report by Disposition o Report by Case Status

5. COMMITTEE MEMBER ABSENCE POLICY MOTION: By Director Ray, 2nd by Director Greer and carried to recommend approval Committee member Absence Policy with revisions as stated herein. All in favor; none opposed.

Revised and forwarded to the August 10th 2015 Board of Directors meeting with a recommendation for approval.

Discussion of verbiage revision to add the following highlighted text to Section III. D. D. COMMITTEE CHAIR UNAVAILABLE: If the Committee Chair is not able to attend the committee meeting, the Committee Chair and the Board Chair will designate one of the other two committee members to chair the committee meeting. If the Committee Chair is not able to designate a substitute chair, then the board member with the greatest number of years of service most senior member of the committee will act as the chair for that committee meeting. 6. ROUNDTABLE Pull Board Meetings Held in Closed Session Policy

from July 13, 2015 Board of Director’s meeting agenda. Bring to August Governance / Audit & Compliance Committee meeting for revision; return to September Board of Directors meeting for final approval

Board Chair Greer and Janine Sarti

Director Greer raised discussion re: cell phone usage during closed session meetings being obtrusive and unnecessary. Agreement to revise Board Meetings Held in Closed Session Policy to address this issue

PUBLIC COMMENTS

Robroy Fawcett comments and letter to the committee regarding use of trade secret for purpose of a closed Board meeting. 16


MEETING WITH COMPLIANCE, AUDIT, AND LEGAL STAFF

N/A

ADJOURNMENT

The Board Governance, Audit, and Compliance Committee Full Board Meeting adjourned at 7:09 p.m.

SIGNATURES:

COMMITTEE CHAIR

Linda Greer

INTERIM COMMITTEE SCRIBE

Debbie Hollick

17

ADDENDUM B

18

Legislative Report

Aug. 3, 2015

Elly Garner

19

California State Legislative Process

20

2015 California State Legislature

• Summer Recess (July 17- August 17)

• Fall Deadlines

– Aug. 28: Last day for fiscal committees

– Aug. 31-Sept. 11: Floor session only

– Sept. 4: Last day to amend on the Floor

– Sept. 11: Last day for bills to be passed

– Oct. 11: Last day for governor to sign or veto bills

21

2015 California State Bills Affecting Palomar Health

• SB 3 (Leno) – Minimum Wage: adjustment

• SB 145 (Pan) – Health Facilities: patient transporting

• AB 172 (Rodriguez) – Emergency Departments: assaults & batteries

• AB 195 (Chau) – Unauthorized access to computer systems

• AB 259 (Dababneh) – Personal information: privacy

• AB 503 (Rodriguez) – Emergency medical services

• AB 521 (Nazarian) – HIV Testing

22

2015 California State Legislature Special “Extraordinary” Sessions

• Medi-Cal Special Session

– MCO Tax

• Transportation & Infrastructure Session

23

ADDENDUM C

24

INTERNAL AUDIT ACTIVITY REPORT

Governance, Audit and Compliance Committee August 3, 2015

1 25

Planned In-Progress Complete

Cerner Roadmap Validation

Payments to Physicians

Special Request: Lab Report

Physical Year-End Inventory

Omnibus Rule – Privacy

Villa POM Follow up

Hospice General Inpatient Billing

Credits for Implants/Explants

Dynamic Doc

Hospital within a hospital

Risk Assessment

General Ledger

Audit Activity Status July 2015

Leases to Referral Sources

Omnibus Rule – Security

Company‐issued assets

EMTALA

Public Bidding

Payments to Physicians

340 B Pharmacy Drug Program

Leadership Education/ Audit Awareness

Payroll/Time and Attendance

*Active Projects

26

July 2015 Audit Activities

Audit/Project Comments

Management of Rental Space

(Physician Leases)

• Audit began in February 2015 • At request and direction of Legal Counsel • Performed under Attorney-Client Privilege, • Reported issued internally July 2015

Company Issued assets

• Audit began in June, 2015 • Audit completed July24, 2015, • Report to CEC in August 6 • Pending Management Response

Omnibus Rule – Security • Audit began in May, 2015 • Audit Complete June • Pending Management Response

EMTALA • Audit began in July • Field work 40% complete

Payments to Physicians (2) • Second bi-annual audit started, postponed due to year-end audit

340 B Pharmacy Drug Program • Validating accuracy of revised data reporting system following

Payroll – Time and Attendance • Audit in progress

• Pending Management input, delayed due to PHDC transition

Leadership Education • Audit Awareness program developed,

• Included at New Leader Orientation and Palomar Health Intranet 3

27

Internal Audit Staffing

• Steve Barrett, Internal Audit IT Specialist retired July 31, 2015

• Responsibilities for performing data analysis and reporting has transitioned to existing staff

• New Internal Auditor position will replace IT Specialist position

Governance, Audit and Compliance Committee August 3, 2015 4 28

2015 Audit & Project Descriptions

Work Plan Topic Summary of Objectives

1 Management of Rental Space Review property Leases to include office space

2 Implementation of Omnibus

Rule for Privacy

Validate that the current Omnibus Rule standards are being met for Privacy and verify

actions regarding large scale breach

3 Implementation of Omnibus

Rule for Security

Follow up on CDPH survey; determine if required and/or promised action has been

taken.

4 Company‐issued assets to

employees

Effectiveness of asset management to include issuance and return of equipment

including laptops, cell phones, pagers, keys, ID badges, etc.

5 EMTALA Verify adherence to EMTALA requirements at all facilities.

6 Hospital within a hospital

review

Determine whether related protocols are being followed, regarding management of

contract and appropriate handling of shared services

7 Dynamic Doc –documentation

integrity

Determine whether related protocols are being followed regarding EMH potential list

of criteria provided by the OIG Work Plan, such as cut-and-paste.

8 Credit Balance Management Determine whether related protocols are being followed , to include 60-day refund

rule under ADA.

9 Hospice General Inpatient

Billing

Determine whether appropriate payments are made for GIP services with contracts

Governance, Audit and Compliance Committee Aug 3, 2015 5

29



10 Construction Renovation Compliance with public contracting law; I.e. bids for projects over $25K.

11 Payments to Physicians Review sample of payments made to physicians under direction of Legal Department

12 Recalled Implantable Devices Evaluate the effectiveness of the system for managing credits for implantable devices, based on applicable regulatory requirements.

13 340 B Pharmacy Federal Drug Program

1. Assist Pharmacy staff by assessing controls and information in the development of a system to effectively manage the 340B program.

2. Develop and perform periodic audits of the newly implemented 340B program to determine if conditions of participation are being met.

14 Cerner Roadmap Validation Test the contractual components related to Cerner IT Works.

15 Expense Reimbursement

1. Review expense reimbursements for 100% of Board Members and Executive Staff plus selected other staff on an annual basis.

2. Follow up on prior recommendations 3. Participate in the implementation and testing of an electronic expense

management system.

16 Villa Pomerado – follow-up Perform a follow up on the recent changes to business operations to include account reconciliations and financial controls related to resident accounts.

17 Excluded Provider Tests In accordance to OIG guidelines, compare employees, physicians and vendors to current lists of those excluded from participation as a Medicare/MediCal provider.


30



18 Accounts Payable

1. Perform a set of analytic tests on a periodic basis to include identification of potential duplicate payments, and duplicate vendors for the purpose of cost reduction and fraud detection.

2. Follow up on reported results to determine if appropriate action is taken

3. Generate monthly reports of results to include impacts and resolution.

19 Third Party Liens Report Generate a custom report to assist in the collection of third party liabilities.

20 Payroll – Time and Attendance Continue to develop access to data and tests for identification and trending of anomalies to detect aberrant practices and support management.

21 Credit Card Activity Review 100% credit card activity on a monthly basis and submit summary reports to CFO and CEO

22 Unclaimed Refunds Report Amend/update a recurring report of unclaimed patient refunds for Revenue Cycle.

23 General Ledger Continue to develop the continuous monitoring tests for general ledger activity to identify anomalies and support year-end audit testing.

25 Annual Audit Risk Assessment Perform an assessment of business risks and develop/update the Internal Audit plan appropriately in relation to the perceived risks.

26 Special Request: Analysis of Laboratory Results

Development of a report for tracking BNP lab test order frequency.

27 Special Request: Finance and Foundation

Develop custom report from Foundation financial reporting.


31

ADDENDUM D

32

*Placeholder*

Compliance and Ethics

Committee summary to

be provided at time of

meeting

33

ADDENDUM E

34

Policy Board Meetings Held in Closed Session

Official (Rev: 0)

Source:

Administrative

Board of Directors

Applies to Facilities:

Applies to Departments:

I. PURPOSE:

To provide guidance to the Board of Directors as to when closed meetings may be held pursuant to the Brown Act.

II. DEFINITIONS:

For the purposes of this policy, the following definitions will apply:

Open Meeting Requirement: The Brown Act imposes an open meeting requirement on local legislative bodies meaning that all of the deliberative processes, including discussion, debate and the acquisition of information, be open and available for public scrutiny.

Exceptions to Open Meeting Requirement: Governing boards are allowed to meet in closed sessions for specific, statutorily exempt subject areas that primarily involve personnel issues, pending litigation, labor negotiations, and real property acquisitions. There is a presumption in favor of access, with exceptions for confidentiality being narrowly construed.

III. TEXT / STANDARDS OF PRACTICE:

A. Board Meetings Held in Closed Session. a. A closed meeting may only be held if one of the following exceptions to the Brown Act “open meeting”

requirement are fulfilled: i. The purpose of the meeting is to consider the appointment, employment, evaluation of performance,

discipline, or dismissal of a public employee or to hear complaints or charges brought against the employee by another person or employee unless the employee requests a public session (Cal. Gov. Code § 54957 (b)).

ii. The purpose of the meeting is to discuss litigation that has been initiated formally to which the District is a party formally (Cal. Gov. Code § 54956.9(d)(1)), that the Board expects to be sued based on the existing facts and circumstances (Cal. Gov. Code § 54956.9(d)(2), or that the Board wants to discuss potential litigation to be initiated by the District (Cal. Gov. Code § 54956.9(d)(4)).

iii. The purpose of the meeting is to discuss, with the Board's designated representatives, the salaries, salary schedules, or compensation paid in the form of fringe benefits of its represented and unrepresented employees, and, for represented employees, any other matter within the statutorily provided scope of representation (Cal. Gov. Code § 54957.6).

iv. The purpose of the meeting is to discuss the purchase, sale, exchange, or lease of real property with the Board’s negotiator, or to grant authority to the negotiator regarding the price and terms of payment for the purchase, sale, exchange, or lease (Cal. Gov. Code § 54956.8).

v. The purpose of the meeting is to discuss and determine whether an applicant for a license or license renewal, who has a criminal record, is sufficiently rehabilitated to obtain the license (Cal. Gov. Code § 54956.7).

vi. The purpose of the meeting is to discuss, with the Governor, Attorney General, district attorney, agency counsel, sheriff, or chief of police, or their respective deputies, or a security consultant or a security operations manager, matters posing a threat to the security of public buildings, a threat to the security of essential public services, including water, drinking water, wastewater treatment, natural gas service, and electric service, or a threat to the public's right of access to public services or public facilities (Cal. Gov. Code § 54957).

vii. The purpose of the meeting is to discuss insurance pooling (Cal. Gov. Code § 54956.95 (a)). viii. The purpose of the meeting is to discuss a claim for the payment of tort liability losses, public liability

losses, or workers' compensation liability incurred by the North San Diego County Health Facilities Financing Authority or a local agency member of the North San Diego County Health Facilities Financing Authority (Cal. Gov. Code § 54956.95 (b)).

ix. The purpose of the meeting is to discuss a response to a confidential final draft audit report from the Bureau of State Audits (Cal. Gov. Code § 54956.75 (a)).

x. The purpose of the meeting is to discuss an employee's application for early withdrawal of funds in a deferred compensation plan when the application is based on financial hardship arising from an unforeseeable emergency due to illness, accident, casualty, or other extraordinary event, as specified in the deferred compensation plan (Cal. Gov. Code § 54957.10).

xi. The purpose of the meeting is the discussion or deliberation of reports involving health care facility trade secrets (Cal. Health & Safety Code § 32106(b)).

1. For the purposes of this exception, "health care facility trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process, that: (1) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy (Cal. Civ. Code § 3426.1 (d)). Additionally, the trade secret must be necessary to initiate a new hospital service or program or add a hospital facility, and would, if prematurely disclosed, create a substantial probability of depriving the hospital of a substantial economic benefit (Cal. Health & Safety Code § 32106(c)).

xii. The purpose of the meeting is to hold hearings on the reports of hospital medical audit or quality assurance committees provided that an applicant or medical staff member whose staff privileges are the direct subject of a hearing may request a public hearing (Cal. Health & Safety Code § 1461).

1. Deliberations of the board of directors in connection with matters pertaining to the hearings may be held in closed session (Cal. Health & Safety Code § 1461).

xiii. An emergency meeting has been called pursuant to Cal. Gov. Code § 54956.5, and the Board agrees to meet in closed session by a two-thirds vote of the members present, or, if less than two-thirds of the members are present, by a unanimous vote of the members present (Cal. Gov. Code § 54956.5(c)).

b. Additionally, neither the proceedings nor the records of organized committees of medical, medical-dental, podiatric, registered dietitian, psychological, marriage and family therapist, licensed clinical social worker, professional clinical counselor, or of a peer review body having the responsibility of evaluation and improvement of the quality of care rendered in the hospital, shall be subject to discovery (Cal. Evid. Code § 1157(a)).

i. No person in attendance at a meeting of any of those committees shall be required to testify as to what transpired at that meeting (Cal. Evid. Code § 1157(b)).

i.c. B. Cell phone usage is allowed only outside the closed session meeting room. Electronic recording devices will not be used or allowed during closed session.

IV. ADDENDUM:

Type your addenda here.

V. PUBLICATION HISTORY:

Revision Number

Effective Date Document Owner at Publication Version Notes

0 (this version)

10/13/2014 Janine Sarti General Counsel This is a new policy implemented by the Board of Directors.

Authorized Signer(s): ( 10/20/2014 ) Janine Sarti, Chief Legal Officer ( 10/20/2014 ) Ted Kleiter, Chairman, Board of Directors

VI. REFERENCES:

Reference Type Title Notes

Paper copies of this document may not be current and should not be relied on for official purposes. The current version is in Lucidoc at .

https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:

Formatted

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ADDENDUM F

37

Policy Board Member Personal Attendance at Meeting

52752 Official (Rev: 0)

Source:

Administrative

Board of Directors

Applies to Facilities:

Applies to Departments:

I. PURPOSE:

To provide guidance to the Board of Directors as to when to allow a board member to attend a board or committee meeting from a remote location.

II. DEFINITIONS:

For the purposes of this policy, the following definitions will apply:

Open Meeting Requirement: The Brown Act imposes an open meeting requirement on local legislative bodies meaning that all of the deliberative processes, including discussion, debate and the acquisition of information, be open and available for public scrutiny.


A. Board Member Personal Attendance at Meetings. a. Palomar Health believes it is in the best interest of the organization for its board members to attend all

regularly scheduled board meetings in person. The board believes that all board members benefit from a full, robust discussion of the issues. This discussion can be best accomplished by in-person meetings.

b. The board discourages board member attendance at meetings where the board member does not attend in person, such as by conference call.

c. Board members are not allowed to attend board committee meetings by video-conference. d. The board believes that accommodating an occasional request from a board member who is a busy

professional would be appropriate. The following are the rules regarding board attendance by conference call at regularly scheduled board meetings:

i. A board member may not attend more than two meetings per year by conference call. ii. The board member must have served at least one year in office in order to attend a meeting by

conference call. This helps facilitate a board member’s orientation and development of relationships among board colleagues.

iii. Conference call participation is limited to occasional emergencies, such as medical needs, travel plans, and the like.

iv. Conference call participation will be allowed only in compliance with the Brown Act (agenda posting, public participation at remote locations, etc.). Conference call participation will be allowed without Brown Act compliance and without counting the remote board member for a quorum or allowing him or her to vote.

v. Conference call participation is limited to one board member per meeting. vi. The board chair is not allowed to attend a regularly scheduled meeting by conference call.

IV. ADDENDUM:

Type your addenda here.


Revision Number

Effective Date Document Owner at Publication Version Notes

0 (this version)

10/13/2014 Janine Sarti General Counsel This is a new policy implemented by the Board of Directors.

38


Authorized Signer(s): ( 10/20/2014 ) Janine Sarti, Chief Legal Officer ( 10/20/2014 ) Ted Kleiter, Chairman, Board of Directors

VI. REFERENCES:


Paper copies of this document may not be current and should not be relied on for official purposes. The current version is in Lucidoc at .

https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:52752

39


ADDENDUM G

40

Home Feedback Help ANNUAL ADOPTION OF STATEMENT OF INVESTMENT Print Display: Document Info All

Table of Contents

PURPOSEDEFINITIONSTEXT - STANDARDS OFPRACTICEADDENDUM

Policy

ANNUAL ADOPTION OF STATEMENT OFINVESTMENT


Source: Administrative Board of Directors

Applies to Facilities: Applies toDepartments:

I. PURPOSE:

A. This Statement of Investment Policy sets forth the investment guidelines for allPalomar Health ("PH ") investments purchased after March 1, 1996. The purpose of this policyis to ensure that PH's funds are prudently invested according to the Board of Director'sobjectives to preserve capital, provide necessary liquidity and to achieve a market-average rateof return through economic cycles.

B. PH may invest any portion of surplus funds of its Treasury that is not required for theimmediate needs of PH ("Investable Funds"), subject to the requirements of the CaliforniaGovernment Code and this policy. If the provisions of the Government Code are or becomemore restrictive than those contained herein, such provisions shall govern, and are deemedincorporated into this policy upon taking effect.

C. Government Code Section 53600 et seq., authorizes local agencies to make investmentsin specified vehicles with money in a sinking fund of, or surplus money in, its treasury notrequired for the immediate needs of the agency.

D. PH is a "local agency" subject to the provision of Government Code Section 53600 etseq., which recommends that the PH Board of Directors annually adopt a statement of itsinvestment policy, and to consider any delegation of authority to make investments on its behalfof the Chief Financial Officer.

E. The Board of Directors of PH now desires to formally adopt this statement of investmentpolicy, and to re-delegate to the Chief Financial Officer responsibility for all decisions regardingthe sale or purchase of individual investments on behalf of PH.

II. DEFINITIONS:

A. Safety of Principal. Safety of principal is the foremost objective of PH. The safety andrisk associated with an investment refers to the potential loss of principal, interest or acombination of these amounts. Each investment transaction shall seek to ensure that capitallosses are avoided, whether from institutional default, broker-dealer default, or erosion ofmarket value of securities. To attain this objective, diversification is required in order thatpotential losses on individual securities do not exceed the income generated from theremainder of the portfolio.

B. Liquidity. Liquidity is the second most important objective of PH. Liquidity refers to theability to "cash in" at any moment in time with a minimal chance of losing some portion ofprincipal or interest. Liquidity is an important investment quality especially when the need forunexpected funds occasionally occurs. The investment portfolio shall remain sufficiently liquidto enable PH to meet all operating requirements that might be reasonably anticipated.

C. Yield. Yield is the potential dollar earnings an investment can provide; it is sometimesdescribed as the rate of return. Within the limits of safety and liquidity, PH shall strivetoward portfolio growth that exceeds the rate of inflation in order to preserve capital.


A. Delegation Of Authority To Chief Financial Officer; Procedures To Implement Investment41

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Policy1. Delegation of authority to Chief Financial Officer: The PH Chief Financial Officer is

delegated responsibility for all decisions regarding the sale or purchase of individualinvestments on behalf of PH. This delegation shall be reviewed annually by the Boardthrough the Finance Committee. Any re-delegation shall be recorded in the minutes ofthese meeting. No person may engage in an investment transaction except as providedunder the terms of this policy and any other procedures established by the ChiefFinancial Officer. The Chief Financial Officer shall be responsible for all actionsundertaken and shall establish a system of controls to regulate the activities ofsubordinate officials.

B. This policy will be reviewed and updated as required or at least every year.C. Document History:

1. Original Document Date: 7/14/95; Revision Number: 1 Dated: 6/062. Prior to 2006, this Policy was Board Policy 10-513

IV. ADDENDUM:


RevisionNumber

EffectiveDate

Document Owner atPublication

Version Notes

6 (thisversion)

09/18/2014 Diane Hansen Interim ChiefFinancial Officer

Annual review at BoardFinance on 7/23/14—nochanges recommended;approved by GAC on8/7/14; final approval byBoard on 9/8/14.

5(Changes)

05/07/2014 Bob Hemker President & CEO Edited for consistency inuse of term "PH"following first full"Palomar Health ("PH")"reference

Approved by BoardFinance 07/13 Approved by GAC 01/14 Approved by Board02/10/14

4(Changes)

09/10/2012 Bob Hemker President & CEO Corrections based onname change for theDistrict; approved atSeptember 10, 2012,Board meeting

3(Changes)

09/12/2011 Bob Hemker President & CEO Annual review for Boardof Directors - deletion ofSection F under Purpose- redundancy withSection E; Signatorychanged to currentBoard Chair T.E. Kleiter;Effective date of BoardGovernance Committeeapproval for previousrevision was actuallyOctober 19, 2010 - finalsignature in Lucidoc

42



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makes it appear to havebeen approved in 2011

2(Changes)

07/13/2011 Bob Hemker President & CEO Clarification of language

1(Changes)

02/11/2008 Bob Hemker President & CEO Effective date of Boardapproval of this revision(2/11/08) was incorrectlyentered as 11/14/07.[Reviewed on 9/1/2009by Bob Hemker:Extended review to9/1/2010]

0(Changes)

11/14/2007 James Neal Director ofCorporate Integrity

Updated by the boardreview

Authorized Signer(s): ( 09/17/2014 ) Bob Hemker, ChiefFinancial Officer( 09/18/2014 ) Janine Sarti, Chief LegalOfficer( 09/18/2014 ) Ted Kleiter, Chairman,Board of Directors

VI. REFERENCES:


Paper copies of this document may not be current and should not be relied on for officialpurposes. The current version is in Lucidoc at .


43







ADDENDUM H

44

REVISED 78/130/2015

AMENDED AND RESTATED

BYLAWS

OF

PALOMAR HEALTH

45

ii REVISED 78/130/2015

TABLE OF CONTENTS

PAGE

ARTICLE I. DEFINITIONS ................................................................................................... 1

ARTICLE II. ORGANIZATION, POWERS AND PURPOSES .............................................. 1

2.1 ORGANIZATION ............................................................................................. 1

2.2 PURPOSES AND POWERS .............................................................................. 1

2.3 BYLAWS POLICIES AND PROCEDURES ..................................................... 2

2.4 DISSOLUTION ................................................................................................. 2

ARTICLE III. OFFICES ........................................................................................................... 2

3.1 PRINCIPAL OFFICE......................................................................................... 2

3.2 OTHER OFFICES ............................................................................................. 2

ARTICLE IV. BOARD ............................................................................................................. 2

4.1 GENERAL POWERS ........................................................................................ 2

4.2 OPERATION OF FACILITIES ......................................................................... 2

4.3 RATES .............................................................................................................. 2

4.4 NUMBER AND QUALIFICATION .................................................................. 3

4.5 CONFLICTS OF INTERESTS........................................................................... 3

4.6 ELECTION AND TERM OF OFFICE ............................................................... 3

4.7 NEW MEMBER ORIENTATION ..................................................................... 4

4.8 EVALUATION .................................................................................................. 4

4.9 VACANCIES ..................................................................................................... 4

4.10 RESIGNATION OR REMOVAL ...................................................................... 4

4.11 LIABILITY INSURANCE ................................................................................. 4

4.12 COMPENSATION ............................................................................................ 4

4.13 HEALTH AND LIFE INSURANCE .................................................................. 4

4.14 TRAVEL AND INCIDENTAL EXPENSES REIMBURSEMENT .................... 4

ARTICLE V. BOARD MEETINGS ......................................................................................... 5

5.1 MEETINGS OPEN TO THE PUBLIC ............................................................... 5

5.2 BOARD MEETING ........................................................................................... 5

5.3 REGULAR MEETINGS .................................................................................... 5

5.4 HOLIDAYS ....................................................................................................... 5

5.5 NOTICE AND ACTION .................................................................................... 5

5.6 MEMBERS OF THE PUBLIC ........................................................................... 5

i

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iii REVISED 78/130/2015

5.7 ANNUAL ORGANIZATIONAL MEETING ..................................................... 5

5.8 SPECIAL MEETINGS ....................................................................................... 6

5.9 QUORUM ......................................................................................................... 7

5.10 ADJOURNMENT AND CONTINUANCE ........................................................ 7

5.11 DISRUPTED MEETINGS ................................................................................. 7

5.12 MEDICAL STAFF REPRESENTATION .......................................................... 7

ARTICLE VI. BOARD COMMITTEES ................................................................................... 7

6.1 APPOINTMENT ............................................................................................... 7

6.2 STANDING COMMITTEES ............................................................................. 8

6.3 SPECIAL COMMITTEES ............................................................................... 15

6.4 ADVISORS ..................................................................................................... 15

6.5 MEETINGS AND NOTICE ............................................................................. 16

6.6 QUORUM ....................................................................................................... 16

6.7 MANNER OF ACTING ................................................................................... 16

6.8 TENURE ......................................................................................................... 16

ARTICLE VII. OFFICERS .................................................................................................... 16

7.1 CHAIRPERSON .............................................................................................. 16

7.2 VICE CHAIRPERSON .................................................................................... 16

7.3 SECRETARY .................................................................................................. 16

7.4 TREASURER .................................................................................................. 17

7.5 TENURE ......................................................................................................... 17

7.6 REMOVAL ...................................................................................................... 17

7.7 PRESIDENT AND CHIEF EXECUTIVE OFFICER ....................................... 17

7.8 ADMINISTRATIVE OFFICER ....................................................................... 18

7.9 SUBORDINATE OFFICERS ........................................................................... 19

ARTICLE VIII. MEDICAL STAFFS ..................................................................................... 19

8.1 ORGANIZATION ........................................................................................... 19

8.2 MEDICAL STAFF BYLAWS ......................................................................... 20

8.3 MEDICAL STAFF MEMBERSHIP AND CLINICAL PRIVILEGES ............. 20

8.4 PERFORMANCE IMPROVEMENT. .............................................................. 21

8.5 MEDICAL RECORDS .................................................................................... 22

8.6 TERMS AND CONDITIONS .......................................................................... 22

8.7 PROCEDURE .................................................................................................. 22

ii

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iv REVISED 78/130/2015

8.8 APPELLATE REVIEW ................................................................................... 22

ARTICLE IX. CLAIMS AND JUDICIAL REMEDIES .......................................................... 22

9.1 CLAIMS .......................................................................................................... 22

9.2 JUDICIAL REVIEW ....................................................................................... 23

9.3 CLAIMS PROCEDURE .................................................................................. 23

ARTICLE X. AMENDMENT ................................................................................................ 23

iii

48

1

REVISED 78/130/15

BYLAWS

OF

PALOMAR HEALTH

ARTICLE I.

DEFINITIONS

1.1 “Hospital(s)” means Palomar Medical Center, 2185 Citracado Parkway, Escondido,

California, Palomar Health Downtown Campus, 555 East Valley Parkway, Escondido,

California, and Pomerado Hospital, 15615 Pomerado Road, Poway, California.

1.2 “Board” means the Board of Directors of the District.

1.3 “District” means Palomar Health.

1.4 “Medical Staff(s)” or “Staff(s)” means the organized medical staff of Palomar Medical

Center, the organized medical staff of Pomerado Hospital, the organized medical staff of

Palomar Health Downtown Campus, and/or the organized medical staff of other District

facilities, as indicated.

1.5 “Facility” or “Facilities” means a Hospital or the Hospitals, Home Health, Skilled

Nursing Facilities, or any other health care facility or facilities operated by the District.

1.6 “Practitioner” means a physician (i.e., M.D. or D.O.), dentist (D.D.S. or D.M.D.) or

podiatrist (D.P.M.) who is duly licensed in the State of California to practice within the

scope of said license.

ARTICLE II.

ORGANIZATION, POWERS AND PURPOSES

2.1 ORGANIZATION. The District is a political subdivision of the State of California

organized under the Division 23 of the Health and Safety Code (“Local Health Care

District Law”).

2.2 PURPOSES AND POWERS. The District is organized for the purposes described in the

Local Health Care District Law and shall have and may exercise such powers in the

furtherance of its purposes as are now or may hereafter be set forth in the Local Health

Care District Law and any other applicable statutes, rules or regulations of the State of

California.

2.3 BYLAWS, POLICIES AND PROCEDURES

2.3.1 The Board shall have the powers to adopt, amend, and promulgate District

Bylaws, Policies, and Procedures as appropriate, and may delegate its power

to promulgate Procedures in its discretion. For purposes of these Bylaws,

“Policies” shall denote Board approved statements that provide broad

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2 REVISED 78/130/2015

strategic directions and/or governing mandates for the District, enabling the

development of Procedures. The term “Procedures” shall mean any specific

instruction or mode of conduct for the purpose of implementing a policy that

may be promulgated by those District officers designated by the Board. The

Board shall review and approve the District Bylaws annually.

2.3.2 The Governance Committee will have the responsibility to oversee and

ensure collaboration between the Board and District management for the

purpose of developing, reviewing and revising the District Bylaws, Policies,

Procedures, and other rules or regulations prior to being brought to the full

Board for approval.

2.4 DISSOLUTION. Any proposal to dissolve the District shall be subject to confirmation

by the voters of the District in accordance with the Government Code.

ARTICLE III.

OFFICES

3.1 PRINCIPAL OFFICE. The principal office of the District is hereby fixed and located at

456 East Grand Avenue, Escondido, California.

3.2 OTHER OFFICES. Branch or subordinate offices may be established at any time by the

Board at any place or places.

ARTICLE IV.

BOARD

4.1 GENERAL POWERS. The Board is the governing body of the District. All District

powers shall be exercised by or under the direction of the Board. The Board is

authorized to make appropriate delegations of its powers and authority to officers and

employees.

4.2 OPERATION OF FACILITIES. The Board shall be responsible for the operation of the

Facilities according to the best interests of the public health, and shall make and enforce

all rules, regulations and bylaws necessary for the administration, government, protection

and maintenance of the Facilities and all property belonging thereto, and may prescribe

the terms upon which patients may be admitted to the Facilities. Such rules, regulations

and bylaws applicable to the Facilities shall include but not be limited to the provisions

specified in the Health and Safety Code, and shall be in accordance with and contain

minimum standards no less than the rules and standards of private or voluntary hospitals.

Unless specifically prohibited by law, the Board may adopt other rules which could be

lawfully adopted by private or voluntary hospitals.

4.3 RATES. In setting the rates the Board shall, insofar as possible, establish such rates as

will permit the Facilities to be operated upon a self-supporting basis. The Board may

establish different rates for residents of the District than for persons who do not reside

within the District.

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3 REVISED 78/130/2015

4.4 NUMBER AND QUALIFICATION.

4.4.1 The Board shall consist of seven members, each of whom shall be a

registered voter residing in the District.

4.4.2 Except as otherwise provided in applicable law, no Board member shall

possess any ownership interest in any other hospital serving the same area as

that served by the District or be a director, policymaking management

employee, or medical staff officer of any hospital serving the same area as

that served by the District, unless the boards of directors of the District and

the hospital have determined that the situation will further joint planning,

efficient delivery of health care services, and the best interests of the areas

served by their respective hospitals, or unless the District and the hospital are

affiliated under common ownership, lease, or any combination thereof. No

Board member shall simultaneously hold any other position over which the

Board exercises a supervisory, auditory, or removal power.

4.4.3 For purposes of this section, a hospital shall be considered to serve the same

area as the District if more than five percent of the hospital’s patient

admissions are District residents.

4.4.4 For purposes of this section, the possession of an ownership interest,

including stocks, bonds, or other securities by the spouse or minor children or

any person shall be deemed to be the possession or interest of the person.

4.4.5 Any candidate who elects to run for the office of member of the Board, and

who owns stock in or who works for any health care facility that does not

serve the same area served by the District, shall disclose on the ballot his or

her occupation and place of employment.

4.5 CONFLICTS OF INTERESTS. The Board shall endeavor to eliminate from its decision

making processes financial or other interests possessed by its members that conflict with

the District’s interests. Board members and other persons who are “Designated

Employees,” as defined in the current Conflict of Interests Code of Palomar Health as it

may be amended from time to time, shall at all times comply with said Code any and all

laws and regulations relating to conflicts of interests, including but not limited to the

Government Code.

4.6 ELECTION AND TERM OF OFFICE. An election shall be held in the District on the

first Tuesday after the first Monday in November in each even-numbered year, at which a

successor shall be chosen to each Director whose term shall expire on the first Friday of

December following such election. The election of Board members shall be an election

at large within the District and shall be consolidated with the statewide general election.

The candidates receiving the highest number of votes for the offices to be filled at the

election shall be elected thereto. The term of office of each elected Board member shall

be four years, or until the Board member’s successor is elected and has qualified, except

as otherwise provided by law in the event of a vacancy.

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4 REVISED 78/130/2015

4.7 NEW MEMBER ORIENTATION. An orientation shall be provided which familiarizes

each new Board member with his or her duties and responsibilities, including the Board’s

responsibilities for quality care and the Facilities’ quality assurance programs.

Continuing education opportunities shall be made available to Board members.

4.8 EVALUATION. The Board shall evaluate its own performance as well as those of its

officers and employees on an annual or other periodic basis.

4.9 VACANCIES. Vacancies on the Board shall be filled in accordance with the applicable

provisions of the Government Code.

4.10 RESIGNATION OR REMOVAL. Any Board member may resign effective upon giving

written notice to the Chairperson or the Secretary of the Board, unless the notice specifies

a later time for the effectiveness of such resignation. Pursuant to California Health and

Safety Code 32100.2,the term of any member of the Board shall expire if the member is

absent from three consecutive regularly scheduled monthly Board meetings or from three

of any five consecutive regular meetings of the Board and if the Board by resolution

declares that a vacancy exists on the Board. All or any of the members of the Board may

be recalled at any time by the voters following the recall procedure set forth in Division

16 of the Election Code.

4.11 LIABILITY INSURANCE. The Board may purchase and maintain liability insurance on

behalf of any person who is or was a director, officer, employee or agent of the District,

or is or was serving at the request of the District as a director, officer, employee or agent

of another corporation, partnership, joint venture, trust or other enterprise or as a member

of any committee or similar body, against any liability asserted against such person and

incurred by him or her in any such capacity, or arising out of his or her status as such,

whether or not the District would have the power to indemnify him or her against such

liability.

4.12 COMPENSATION. The Board shall serve without compensation unless the Board

authorizes, by resolution adopted by majority vote, compensation of not to exceed $100

per meeting for a maximum of five meetings per month for each member of the Board.

For purposes of this section, “meeting” shall mean any regular or special Board meeting,

whether open or closed, any standing or ad hoc committee meetings or any orientation

sessions. For compensation purposes, successive open and closed meetings shall be

considered as one meeting.

4.13 HEALTH AND WELFARE BENEFITS. Notwithstanding Section 4.12 above, the

Board may provide health and welfare benefits, pursuant to Government Code Section

53200 et seq., for the benefit of its elected and former members and their dependents, or

permit its elected and former members and their dependents to participate in District

programs for such benefits, in accordance with all applicable laws and regulations.

4.14 TRAVEL AND INCIDENTAL EXPENSES REIMBURSEMENT. Each member of the

Board shall be reimbursed for his or her actual necessary traveling and incidental

expenses incurred in the performance of official business of the District as approved by

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5 REVISED 78/130/2015

the Board and in accordance with District Policy. Such reimbursement, if approved by

the Board, shall not constitute “compensation” for purposes of Section 4.12 above.

ARTICLE V.

BOARD MEETINGS

5.1 MEETINGS OPEN TO THE PUBLIC. Meetings of the Board shall be open to the

public, except as otherwise provided in applicable laws or regulations, including but not

limited to the Brown Act and the Local Health Care District Law.

5.2 BOARD MEETING. A meeting of the Board is any congregation of a majority of the

members of the Board at the same time and place to hear, discuss or deliberate upon any

item that is within the subject matter jurisdiction of the Board. A meeting is also the use

of direct communication, personal intermediaries or technological devices that is

employed by a majority of the members of the Board to develop a collective concurrence

as to action to be made on an item by the members of the Board. Board meetings may be

held by teleconference subject to applicable laws and regulations including the

Government Code.

5.3 REGULAR MEETINGS. Regular meetings of the Board shall be held as follows:

5.3.1 The Board’s annual organizational meeting shall be held in December at the

place and time designated by the Board in the Resolution discussed in

Section 5.3.2 below.

5.3.2 At the annual organizational meeting, the Board shall pass a resolution

stating the dates, times and places of the Board’s regular monthly meetings

for the following calendar year. The Board may later change the date, time,

or location of a meeting upon resolution made at a regular Board meeting.

5.4 HOLIDAYS. Meetings of the Board may be held on any calendar day as determined by

the Board.

5.5 NOTICE AND ACTION. The Board shall provide public notice of its meetings in

accordance with the Brown Act. No “action,” as defined in the Brown Act, shall be taken

on any item not appearing on the posted agenda unless permitted under applicable law.

5.6 MEMBERS OF THE PUBLIC. Members of the public shall be afforded an opportunity

to participate in District decision making processes and Board meetings to the extent

permitted under applicable laws, including but not limited to the Brown Act and the

Local Health Care District Law.

5.7 ANNUAL ORGANIZATIONAL MEETING. At its annual organizational meeting, the

Board shall organize by the election of officers. One member shall be elected as

Chairperson, one as Vice Chairperson and one as Secretary. The Board may also appoint

the Treasurer at the annual organizational meeting, who may also be the Chairperson of

the Finance Committee.

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5.8 SPECIAL MEETINGS.

5.8.1 A special meeting may be called at any time by the Chairperson, or by four or

more Board members, by delivering personally or by mail written notice to

each Board member and to each local newspaper of general circulation, radio

or television station requesting notice in writing. Such notice must be

delivered personally or by mail at least 24 hours before the time of such

meeting as specified in the notice. The call and notice shall specify the time

and place of the special meeting and the business to be transacted; no other

business shall be considered at special meetings. Written notice may be

dispensed with as to any Board member who at or prior to the time the

meeting convenes files with the Secretary a written waiver of notice. Such

written notice may also be dispensed with as to any member who is actually

present at the meeting at the time it convenes.

5.8.2 The call and notice shall also be posted at least 24 hours prior to the special

meeting in a location that is freely accessible to members of the public.

Notice shall be required pursuant to this Section regardless of whether any

action is taken at the special meeting.

5.8.3 In the case of an emergency situation involving matters upon which prompt

action is necessary due to the disruption or threatened disruption of public

facilities, the Board may hold an emergency meeting without complying with

either or both the 24 hour notice or posting requirements. In the event the

notice and/or posting requirements are dispensed with due to an emergency

situation, each local newspaper of general circulation and radio or television

station which has requested notice of special meetings shall be notified by the

Chairperson, or his designee, one hour prior to the emergency meeting, by

telephone. All telephone numbers provided in the most recent request of

such newspaper or station for notification of special meetings shall be

exhausted. In the event that telephone services are not functioning, the notice

requirements of this paragraph shall be deemed waived, and the Board, or its

designee, shall notify those newspapers, radio stations or television stations

of the fact of the holding of the emergency meeting, the purpose of the

meeting, and any action taken at the meeting as soon after the meeting as

possible. Notwithstanding this Section, the Board shall not meet in closed

session during a meeting called as an emergency meeting. With the

exception of the 24 hours notice and posting requirements, all requirements

contained in this Section shall be applicable to any meeting called due to an

emergency situation.

5.8.4 The minutes of an emergency meeting, a list of persons who the Chairperson,

or his designee, notified or attempted to notify, a copy of the roll call vote,

and any actions taken at the meeting shall be publicly posted for a minimum

of ten days as soon possible after the meeting.

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5.9 QUORUM. A vote is to be determined by a simple “majority vote”. If there are

abstentions on a vote, the non-abstaining members of the Board must constitute a quorum

of the whole board (four members or more) for the transaction of business. Except as

otherwise provided by law or these Bylaws, the act of the majority of the non-abstaining

Board members voting will be the “majority vote”.

5.10 ADJOURNMENT AND CONTINUANCE. The Board may adjourn any of its meetings

in accordance with applicable laws, including but not limited to the Brown Act.

5.11 DISRUPTED MEETINGS. In the event that any meeting is willfully interrupted by a

group or groups of persons so as to render the orderly conduct of such meeting

unfeasible, and order cannot be restored by the removal of individuals who were willfully

interrupting the meeting, the Board may order the meeting room closed and continue in

session. Only matters appearing on the agenda may be considered in such a session.

Representatives of the press or other news media, except those participating in the

disturbance, shall be allowed to attend any session held pursuant to this section. The

Board may establish a procedure for readmitting an individual or individuals not

responsible for willfully disrupting the orderly conduct of the meeting.

5.12 MEDICAL STAFF REPRESENTATION. The Medical Staff of each Facility shall have

the right of representation at all meetings of the Board, except closed sessions at which

such representation is not requested, by and through the Chief of Staff or President of

each Medical Staff, who shall have the right of attendance, the right to participate in

Board discussions and deliberations, but who shall not have the right to vote.

ARTICLE VI.

BOARD COMMITTEES

6.1 APPOINTMENT. Standing committees are established by the Board and shall be

advisory in nature unless otherwise specifically authorized to act by the Board. Members

of all committees, whether standing or special (ad hoc) shall be appointed by the

Chairperson of the Board.

6.1.1 A standing committee of the Board is any commission, committee, board or

other body, whether permanent or temporary, which is created by formal

action of the Board and has continuing subject matter jurisdiction and/or a

meeting schedule fixed by charter, ordinance, resolution, or formal action of

the Board. Actions of committees shall be advisory in nature with

recommendations being made to the full Board.

6.1.2 Special or ad hoc committees are appointed by the Chair of the Board and

shall exist for a single, limited purpose with no continuing subject matter or

jurisdiction. Special or advisory committees shall be advisory in nature and

shall make recommendation to the full Board. The committee shall be

considered disbanded upon conclusion of the purpose for which it was

appointed.

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6.1.3 The Audit Committee of the Board shall function pursuant to a charter

approved by the Board and amended from time to time.

6.2 STANDING COMMITTEES. There shall be the following standing committees of the

Board: Finance; Governance, Audit and Compliance; Human Resources; Strategic and

Facilities; Community Relations; and Quality Review. Standing committees will be

treated as the Board with respect to Article V of these bylaws. All provisions in Article

V that apply to Board members shall apply to members of any standing committee.

6.2.1 Finance Committee.

(a) Voting Membership. The Finance Committee shall consist of six

voting members, three members of the Board, the President and Chief

Executive Officer and the Chief of Medical Staff from each hospital.

One alternate Committee member, a member of the board, shall also

be appointed by the Chairperson who shall attend Committee

meetings and enjoy voting rights on the Committee only when serving

as an alternate for a voting member of the Board Committee member.

The Chairperson of the Board may appoint the Treasurer as the

chairperson of the Finance Committee.

(b) Non-Voting Membership. The Executive Vice President Finance, the

Executive Vice President Operations, the Chief Nursing Officer

Palomar Medical Center, and the Chief Nursing Officer Palomar

Health Downtown Campus/ Pomerado Hospital.

(c) Duties. The duties of the Committee shall include but are not limited

to:

(i) Review the preliminary, annual operating budgets for the District

and Facilities and other entities;

(ii) Develop and recommend to the Board the final, annual, operating

budgets;

(iii) Develop and recommend to the Board a three-year, capital

expenditure plan that shall be updated at least annually. The

capital expenditure plan shall include and identify anticipated

sources of financing for and objectives of each proposed capital

expenditure in excess of $100,000;

(iv) Review and recommend approval of the monthly financial

statements to the Board.

(v) Recommend to the Board cost containment measures and

policies;

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(vi) Review annually those policies and procedures within its

purview and report the results of such review to the Governance,

Audit and Compliance Committee. Such reports shall include

recommendations regarding the modification of existing or

creation of new policies and procedures; and

(vii) Perform such other duties as may be assigned by the Board.

6.2.2 Governance, Audit and Compliance Committee.

(a) Voting Membership. Membership shall consist of no more than three

members of the Board and one alternate. The alternate shall attend

and enjoy voting rights only in the absence of a voting Committee

member.

(b) Non-Voting Membership. The President and Chief Executive

Officer, the General Counsel, District Audit Officer, Corporate

Compliance Officer, and a representative of each hospital’s Medical

Staff. Any District executive, representative or director will attend as

an invited guest.


to:

Regarding the Governance Function:

(i) Review periodically and make recommendations regarding

pending and existing federal, state and local legislation which,

in the committee’s opinion, may impact the District;

(ii) Make an annual, comprehensive review of the District bylaws,

policies and procedures and receive reports regarding same, and

elicit recommendations on such issues from management;

(iii) Review any initiation of legislation;

(iv) Review such other issues associated with Palomar Health and/or

Board governance and its effectiveness, including but not

limited to Board member orientation and continuing education;

(v) Make recommendations regarding the annual self-assessment of

the Board; and

(vi) Perform such other duties as may be assigned by the Board.

(vii) The Committee will advise the Board on the appropriate

structure and operations of all committees of the Board,

including committee member qualifications;

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(viii) The Committee will monitor developments, trends and best

practices in corporate governance, and propose such actions to

the full Board; and

(ix) The Committee will oversee, as it deems appropriate, an

evaluation process of the Board and each of the Board

Committees as well as an annual self-performance evaluation,

and present its findings to the Board.

Regarding the Audit and Compliance Function:

(i) Approve the overall audit scope;

(ii) Ensuring that audits are conducted in an efficient and cost

effective manner;

(iii) Overseeing the organizations financial statements and internal

controls;

(iv) Recommending to the Board a qualified firm to conduct an

annual, independent financial audit;

(v) Recommending to the Board the approval of the

organization’s annual audit reports;

(vi) Review annually those policies within its purview and report

the results of such review to the Governance, Audit and

Compliance Committee. Such reports shall include

recommendations regarding the modification of existing or

creation of new policies; and

(vii) Assess and monitor the independent status of the outside

independent auditors;

(viii) Direct special investigations for the Board;

(ix) Meet periodically in closed session with only committee

members present.

(x) Perform such other duties as may be assigned by the Board.

6.2.3 Human Resources Committee.

(a) Voting Membership. Membership shall consist of no more than three

members of the Board and one alternate. The alternate shall attend

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Committee meetings and enjoy voting rights only in the absence of a

voting Committee member.


Officer; the Executive Vice President, Human Resources; the Vice

President, Palomar Medical Center; and the Vice President, Palomar

Health Downtown Campus/Pomerado Hospital.


to:

(i) Make recommendations to the President and Chief Executive

Officer and the Board to improve communications among the

Board, Medical Staffs, District employees and auxiliaries,

including initiating special studies;

(ii) Maintain ultimate oversight of annual performance review

process of all District officers and employees and, in the

appropriate circumstances and upon request by the Board,

make a report of such reviews to the Board; and

(iii) Review annually those policies and procedures within its

purview and report the results of such review to the

Governance, Audit and Compliance Committee. Such reports

shall include recommendations to the Board regarding

modification of existing or creation of new policies and

procedures; and

(iv) Review and make recommendations to the Board regarding

compensation, incentive, and benefit plans offered to District

Officers and other employees.

(v) Ensure that all special studies and recommendations/proposals

are in alignment with the Palomar Health mission, vision and

strategic plan as well as government regulations.

(vi) Oversight of labor relations activities and decisions on behalf

of Palomar Health.


(d) Meeting Requirement. The human resources committee will meet a

minimum of six (6) times per year or more often if needed.

6.2.4 Strategic and Facilities Committee.

(a) Voting Membership. The Committee shall consist of six voting

members, including three members of the Board and one alternate

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who shall attend Committee meetings and enjoy voting rights on the

Committee only when serving as an alternate for a voting Committee

member, the President and Chief Executive Officer and the Chiefs of

Staff of the Hospitals or the designees of the Chiefs of staff, as

approved by the Committee Chairperson.

(b) Non-Voting Membership. The Executive Vice President Strategy,

Executive Vice President Finance, Executive Vice President

Operations, Vice President Palomar Medical Center, and Vice

President Palomar Health Downtown Campus/Pomerado Hospital, a

nurse representative from Palomar Medical Center or Pomerado

Hospital, Director of Facilities Planning and Development, Chief

Philanthropy Officer of the Palomar Health Foundation, a board

member of the Palomar Health Foundation recommended by the

Foundation and approved by the Committee Chairperson and an

additional physician from each hospital as recommended by each

hospital’s Chief of Staff and as approved by the Committee

Chairperson. As needed, other appropriate relevant staff in

engineering, architectural, planning and compliance, and a Physician

Advisory Committee member may be requested to attend along with

Palomar Health staff to facilitate the work of the Committee.


to:

Regarding the Strategic Function:

(i) Review and make recommendations to the Board regarding

the District’s short and long range strategic plans, master and

facility plans, physician development plans and strategic

collaborative relationships; and

(ii) Review annually those policies within the Committee’s



shall include recommendations regarding the modification of

existing, or creation of new policies; and

(iii) Undertake planning regarding physician recruitment and

retention and program development of new and enhanced

services and Facilities; and

(iv) Monitor new initiatives and programs; and

(v) Perform such other duties as may be assigned by the Board.

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Regarding the Facilities Function:

(i) Review construction estimates and expenses for accuracy and

architectural plans for completeness and effectiveness;

(ii) Approve construction project change orders in accordance

with applicable district law and Palomar Health policies;

(iii) Receive reports from the Construction Manager and the

Director of Facilities Planning and Development; recommend

action to the Board regarding facilities design and

maintenance;

(iv) Review regulations and reports regarding facilities and

grounds from external agencies, accrediting bodies and

insurance carriers; make recommendations for appropriate

action regarding the same to the Board;

(v) Approve the annual Facilities Development Plan and regularly

review updates on implementation of plan;

(vi) Receive a biannual Environment of Care report;

(vii) Perform such other duties as may be assigned by the Board

6.2.5 Quality Review Committee.

(a) Voting Membership. The Committee shall consist of five voting

members, including three members of the Board and the Chairs of

Medical Staff Quality Management Committees of Palomar Medical

Center and Palomar Health Downtown Campus/Pomerado Hospital.


Officer, the Vice Presidents of Palomar Medical Center and Palomar

Health Downtown Campus/Pomerado Hospital, the Chief Nursing

Officers, the Vice President of Patient Experience, Chair or Co-Chairs

of the Patient Safety Committee, and the Executive Vice President of

Strategy.


to:

(i) Pursuant to the Palomar Health Performance

Improvement/Patient Safety Plan oversees the performance

improvement, patient safety and risk management activities

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(including but not limited to claims and potential litigation's)

of the hospitals and other facilities, if applicable, and shall

periodically report this conclusion and recommendations to

the Board; and

(ii) Yearly review of credentialing process;

(iii) Yearly review of physician satisfaction scores;

(iv) Nursing survey regarding physician behavior will be reviewed

when appropriate; and

(v) Quarterly review of customer satisfaction scores.

6.2.6 Community Relations Committee.

(a) Voting Membership. The Committee shall consist of five voting

members, including three members of the Board and one alternate

who shall attend Committee meetings and enjoy voting rights on the

Committee only when serving as an alternate for a voting Committee

member, the President and Chief Executive Officer and a Board

member of the Palomar Heath Foundation recommended by the

Foundation and approved by the Committee Chairperson.

(b) Non-Voting Membership. The Executive Vice President, Strategy;,

the Director, Community Engagement and Vvolunteer Development;,

the President and Chief Philanthropic Officer-Palomar Health

Foundation,; the Director, Marketing and The HealthSource; a nurse

representative as approved by the Committee Chairperson, and a

representative of the Palomar Health Patient and Family Advisor

Council.


to:

(i) Review and make recommendations to the Board regarding

the District’s community relations and outreach activities,

including marketing, community education and wellness

activities;

(ii) Review marketing policies to ensure that they support the

District’s mission and goals. Such policies shall include

market research, specific and marketing program planning and

development, and internal and external communications. The

Committee shall report its review of such policies to the Board

on a regular basis;

Formatted: Highlight




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15 REVISED 78/130/2015

(iii) Serve as Board liaison to the Foundation. and annually

review, recommend and prioritize capital projects and

contemplated funding requests to the Foundation’s Board of

Directors, and rReview annualquarterly reports from the

Foundation regarding donations and projects funded during

the previous year;

(iv) Review annually those policies within the Committee’s



shall include recommendations regarding the modification of

existing, or creation of new, policies;

(v) Advise the Board on issues relating to health care advisory

councils and District grant procurements;

(vi) Undertake planning regarding the District’s community

relations and outreach activities, including marketing,

community education and wellness activities; and


6.3 SPECIAL COMMITTEES. Special or ad hoc committees may be appointed by the

Chairperson for special tasks as circumstances warrant and upon completion of the task

for which appointed such special committee shall stand discharged. The Chairperson

shall make assignments on special committees, and/or individual Board member

assignments, to assure that each Board member shall have equal participation on special

committees or individual Board assignments throughout the year. Some of the functions

that may be the topic of special committees include the review of new projects, the

review of special bylaw changes or the review of the Bylaws periodically, the meeting

with other public agencies or health facilities on a specific topic and the evaluation of the

Board.

6.4 ADVISORS. A committee chairperson may invite individuals with expertise in a

pertinent area to voluntarily work with and assist the committee. Such advisors shall not

vote or be counted in determining the existence of a quorum and may be excluded from

any committee session in the discretion of the committee chairperson.

6.5 MEETINGS AND NOTICE. Meetings of a committee may be called by the Chairperson

of the Board, the chairperson of the committee, or a majority of the committee’s voting

members. The chairperson of the committee shall be responsible for contacting alternate

committee members in the event their participation is needed for any given committee

meeting.

6.6 QUORUM. A majority of the voting members of a committee shall constitute a quorum

for the transaction of business at any meeting of such committee. Each committee shall

keep minutes of its proceedings and shall report periodically to the Board.



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6.7 MANNER OF ACTING. The act of a majority of the members of a committee present at

a meeting at which a quorum is present shall be the act of the committee so meeting. No

act taken at a meeting at which less than a quorum was present shall be valid unless

approved in writing by the absent members. Special committee action may be taken

without a meeting by a writing setting forth the action so taken signed by each member of

the committee entitled to vote.

6.8 TENURE. Each member of a committee described above shall serve a one year term,

commencing on the first day of January after the annual organizational meeting at which

he or she is elected or appointed. Each committee member shall hold office until a

successor is elected, unless he or she sooner resigns or is removed from office by the

Board.

ARTICLE VII.

OFFICERS

7.1 CHAIRPERSON. The Board shall elect one of its members as Chairperson at an

organizational regular meeting. In the event of a vacancy in the office of Chairperson,

the Board may elect a new Chairperson. The Chairperson shall be the principal officer of

the District and the Board, and shall preside at all meetings of the Board. The

Chairperson shall appoint all Board committee members and committee chairpersons,

and shall perform all duties incident to the office and such other duties as may be

prescribed by the Board from time to time.

7.2 VICE CHAIRPERSON. The Board shall elect one of its members as Vice Chairperson

at an organizational meeting. In the absence of the Chairperson, the Vice Chairperson

shall perform the duties of the Chairperson.

7.3 SECRETARY. The Board shall elect one of its members Secretary at an organizational

meeting. The Secretary shall provide for the keeping of minutes of all meetings of the

Board. The Secretary shall give or cause to be given appropriate notices in accordance

with these bylaws or as required by law and shall act as custodian of District records and

reports and of the District’s seal.

7.4 TREASURER. The Board shall appoint a Treasurer who shall serve at the pleasure of

the Board. The Treasurer shall be charged with the safekeeping and disbursal of the

funds in the treasury of the District. The Treasurer may be the chairperson of the Finance

Committee.

7.5 TENURE. Each officer described above shall serve a one-year term, commencing on the

first day of January after the organizational meeting at which he or she is elected to the

position. Each officer shall hold office until the end of the one year term or until a

successor is elected, unless he or she shall sooner, resign or is removed from office.

7.6 REMOVAL. An officer described above may be removed from office by the affirmative

vote of four members of the Board not counting the affected Board member. In addition,

an officer described above will automatically be removed from office when his or her

successor is elected and is sworn in as a Board member.

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7.7 PRESIDENT AND CHIEF EXECUTIVE OFFICER. The Board shall select and employ

a President and Chief Executive Officer who shall report to the Board. The President and

Chief Executive Officer shall have sufficient education, training, and experience to fulfill

his or her responsibilities, which shall include but not be limited to:

7.7.1 Reviewing, recommending changes to, and implementing District Policies

and Procedures. By working with standing and special committees of the

Board and joint committees of the Medical Staffs of the Facilities, the

President and Chief Executive Officer is to participate in the elaboration of

policies which provide the framework for patient care of high quality at

reasonable cost.

7.7.2 Maintaining District records and minutes of Board and committee meetings.

7.7.3 Overall operation of the District, its Facilities and other health services,

including out-of-hospital services sponsored by the District. This includes

responsibility for coordination among Facilities and services to avoid

unnecessary duplication of services, facilities and personnel, and control of

costs. This also includes responsibility for sound personnel, financial,

accounting and statistical information practices, such as preparation of

District budgets and forecasts, maintenance of proper financial and patient

statistical records, collection of data required by governmental and

accrediting agencies, and special studies and reports required for efficient

operation of the District.

7.7.4 Implementing community relations activities, including, as indicated, public

appearances, responsive communication with the media.

7.7.5 Assisting the Board in planning services and facilities and informing the

Board of Governmental legislation and regulations and requirements of

official agencies and accrediting bodies, which affect the planning and

operation of the facilities, services and programs sponsored by the District,

and maintenance appropriate liaison with government and accrediting

agencies and implementing actions necessary for compliance.

7.7.6 Ensuring the prompt response by the Board and/or District personnel to any

recommendations made by planning, regulatory or accrediting agencies.

7.7.7 Hiring and termination of all employees of the District. To the extent the

President and Chief Executive Officer deems appropriate, the President and

Chief Executive Officer shall delegate to the District Officers the authority to

hire and terminate personnel of their respective hospitals or other entities.

7.7.8 Administering professional contracts between the District and Practitioners.

7.7.9 Providing the Board and Board committee with adequate staff support.

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7.7.10 Sending periodic reports to the Board and to the Medical Staffs on the overall

activities of the District and the Facilities, as well as pertinent federal, state

and local developments that effect the operation of District Facilities.

7.7.11 Providing liaison among the Board, the Medical Staffs, and the District’s

operating entities.

7.7.12 The maintenance of insurance or self-insurance on all physical properties of

the District.

7.7.13 Designate other individuals by name and position who are, in the order or

succession, authorized to act for the District Officers during any period of

absence.

7.7.14 Participating as a non-voting member in all meetings of standing committees

of the Board unless authorized by the Board to be a voting member of a

specific Committee.

7.7.15 Such other duties as the Board may from time to time direct.

7.8 ADMINISTRATIVE OFFICERS. The President and Chief Executive Officer, with the

approval of the Board, may select and employ an Administrative Officer or other

responsible individual for each of the Facilities, who shall report to the President and

Chief Executive Officer. The Administrative Officer or other responsible individual shall

be responsible for the day-to-day administration of their respective Facilities.

Specifically, each such individual shall:

7.8.1 Be responsible for implementing policies of the Board in the operation of the

Facility.

7.8.2 Provide the Facility’s professional staff with the administrative support and

personnel reasonably required to carry out their review and evaluation

activities.

7.8.3 Organize the administrative functions of the Facility, delegate duties, and

establish formal means of accountability on the part of subordinates.

7.8.4 Be responsible for selecting, employing, controlling and discharging

employees, in accordance with the authority delegated by the President and

Chief Executive officer.

7.8.5 Assist the President and Chief Executive Officer and the Finance Committee

in annually reviewing and updating a capital budget and preparing an

operating budget showing the expected receipts and expenditures for the

Facilities, and supervise the business affairs of the Facilities to assure that the

funds are expended in the best possible advantage.

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7.8.6 Perform any other duty within the express or implicit terms of his or her

duties hereunder that may be necessary for the interest of the Facilities.

7.8.7 Be responsible for the maintenance of the Facility’s property.

7.8.8 Perform such other duties as the Board or President and Chief Executive

Officer may from time to time direct.

7.9 SUBORDINATE OFFICERS. The President and Chief Executive Officer, with the

approval of the Board, may select and employ, such other officers as the District may

require, each of who shall hold office for such period, have such authority, and perform

such duties as the Board may from time to time determine.

ARTICLE VIII.

MEDICAL STAFFS

8.1 ORGANIZATION.

8.1.1 There shall be separate Medical Staff organizations for both Palomar Medical

Center/Palomar Health Downtown Campus, and for Pomerado Hospital with

appropriate officers and bylaws and with staff appointments on a biennial

basis. The Medical Staff of each Hospital shall be self-governing with

respect to the professional work performed in that Hospital. Membership in

the respective Medical Staff organization shall be a prerequisite to the

exercise of clinical privileges in each Hospital, except as otherwise

specifically provided in the Hospital’s Medical Staff bylaws.

8.1.2 District Facilities other than the Hospitals may also have professional

personnel organized as a medical or professional staff, when deemed

appropriate by the Board pursuant to applicable law and Joint Commission

and/or other appropriate accreditation standards. The Board shall establish

the rules and regulations applicable to any such staff and shall delegate such

responsibilities, and perform such functions, as may be required by

applicable law and Joint Commission and/or other appropriate accreditation

standards. To the extent provided by such rules, regulations, laws and

standards, the medical or professional staffs of such Facilities shall perform

those functions specified in this Article VIII.

8.2 MEDICAL STAFF BYLAWS. Each Medical Staff organization shall propose and adopt

by vote bylaws, rules and regulations for its internal governance which shall be subject

to, and effective upon, Board approval, which shall not be unreasonably withheld. The

bylaws, rules and regulations shall be periodically reviewed for consistency with Hospital

policy and applicable legal or other requirements. The bylaws shall create an effective

administrative unit to discharge the functions and responsibilities assigned to the Medical

Staffs by the Board. The bylaws, rules and regulations shall state the purpose, functions

and organization of the Medical Staffs and shall set forth the policies by which the

Medical Staffs exercise and account for their delegated authority and responsibilities.

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The bylaws, rules and regulations shall also establish mechanisms for the selection by the

Medical Staff of its officers, departmental chairpersons and committees.

8.3 MEDICAL STAFF MEMBERSHIP AND CLINICAL PRIVILEGES.

8.3.1 Membership on the Medical Staffs shall be restricted to Practitioners who are

competent in their respective fields, worthy in character and in professional

ethics, and who are currently licensed by the State of California. The bylaws

of the Medical Staffs may provide for additional qualifications for

membership and privileges, as appropriate.

8.3.2 While retaining its ultimate authority to independently investigate and/or

evaluate Medical Staff matters, the Board hereby delegates to the Medical

Staffs the responsibility and authority to carry out Medical Staff activities,

including the investigation and evaluation of all matters relating to Medical

Staff membership, clinical privileges and corrective action. The Medical

Staffs shall forward to the Board specific written recommendations, with

appropriate supporting documentation that will allow the Board to take

informed action, related to at least the following:

(a) Medical Staff structure and organization;

(b) The process used to review credentials and to delineate individual

clinical privileges;

(c) Appointing and reappointing Medical Staff members, and restricting,

reducing, suspending, terminating and revoking Medical Staff

membership;

(d) Granting, modifying, restricting, reducing, suspending, terminating

and revoking clinical privileges;

(e) All matters relating to professional competency;

(f) The process by which Medical Staff membership may be terminated;

and

(g) The process for fair hearing procedures.

8.3.3 Final action on all matters relating to Medical Staff membership, clinical

privileges and corrective action shall be taken by the Board after considering

the Medical Staff recommendations. The Board shall utilize the advice of the

Medical Staff in granting and defining the scope of clinical privileges to

individuals, commensurate with their qualifications, experience, and present

capabilities. If the Board does not concur with the Medical Staff

recommendation relative to Medical Staff appointment, reappointment or

termination of appointment and granting or curtailment of clinical privileges,

there shall be a review of the recommendation by a conference of two Board

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21 REVISED 78/130/2015

members and two members of the relevant Medical Staff, before the Board

renders a final decision.

8.3.4 No applicant shall be denied Medical Staff membership and/or clinical

privileges on the basis of sex, race, creed, color, or national origin, or on the

basis of any other criterion lacking professional justification. The Hospitals

shall not discriminate with respect to employment, staff privileges or the

provision of professional services against a licensed clinical psychologist

within the scope of his or her licensure, or against a physician, dentist or

podiatrist on the basis of whether the physician or podiatrist holds an M.D.,

D.O, D.D.S., D.M.D. or D.P.M. degree. Wherever staffing requirements for

a service mandate that the physician responsible for the service be certified or

eligible for certification by an appropriate American medical board, such

position may be filled by an osteopathic physician who is certified or eligible

for certification by the equivalent appropriate American Osteopathic Board.

8.4 PERFORMANCE IMPROVEMENT.

8.4.1 The Medical Staffs shall meet at regular intervals to review and analyze their

clinical experience, in order to assess, preserve and improve the overall

quality and efficiency of patient care in the Hospitals and other District

Facilities, as applicable. The medical records of patients shall be the basis for

such review and analysis. The Medical Staffs shall identify and implement

an appropriate response to findings. The Board shall further require

mechanisms to assure that patients with the same health problems are

receiving a consistent level of care. Such performance improvement

activities shall be regularly reported to the Board.

8.4.2 The Medical Staffs shall provide recommendations to the Board as necessary

regarding the organization of the Medical Staffs’ performance improvement

activities as well as the processes designed for conducting, evaluating and

revising such activities. The Board shall take appropriate action based on

such recommendations.

8.4.3 The Board hereby delegates to the Medical Staffs the responsibility and

authority to carry out these performance improvement activities. The Board,

through the President and Chief Executive Officer, shall provide whatever

administrative assistance is reasonably necessary to support and facilitate

such performance improvement activities.

8.5 MEDICAL RECORDS. A complete and accurate medical record shall be prepared and

maintained for each patient.

8.6 TERMS AND CONDITIONS. The terms and conditions of Medical Staff membership,

and of the exercise of clinical privileges, shall be as specified in the Hospitals’ Medical

Staff bylaws.

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22 REVISED 78/130/2015

8.7 PROCEDURE. The procedure to be followed by the Medical Staff and the Board in

acting on matters of membership status, clinical privileges, and corrective action, shall be

specified in the applicable Medical Staff bylaws.

8.8 APPELLATE REVIEW. Any adverse action taken by the Board with respect to a

Practitioner’s Staff status or clinical privileges, shall, except under circumstances for

which specific provision is made in the Medical Staff bylaws, be subject to the

practitioner’s right to an appellate review in accordance with procedures set forth in the

bylaws of the Medical Staffs.

ARTICLE IX.

CLAIMS AND JUDICIAL REMEDIES

9.1 CLAIMS. The District is subject to Division 3.6 of Title 1 of the California Government

Code, pertaining to claims against public entities. The Chief Executive Officer or his

designee is authorized to perform those functions of the Board specified in Part 3 of that

Division, including the allowance, compromise or settlement of any claims if the amount

to be paid from the District’s treasury does not exceed $50,000. accordance with Board

policy. Any allowance, compromise or settlement of any claim in which the amount to

be paid from the District’s treasury exceeds $10,000 shall be approved personally by the

Chief Executive Officer rather than his or her designee.

9.2 JUDICIAL REVIEW. The California Code of Civil Procedure shall govern the rights of

any person aggrieved by any decision of the Board or the District, including but not

limited to an action taken pursuant to Article VIII of these Bylaws.

9.3 CLAIMS PROCEDURE. Notwithstanding any exceptions contained in Section 905 of

the Government Code, no action based on a claim shall be brought against the District

unless presented to the District within the time limitations and in the manner prescribed

by Government Code Section 910 et seq., and shall be further subject to Section 945.4 of

the Government Code.

ARTICLE X.

AMENDMENT

These bylaws may be amended or repealed by vote of at least four members of the

Board at any Board meeting. Such amendments or repeal shall be effective immediately, except

as otherwise indicated by the Board.

SECRETARY’S CERTIFICATE

I, the undersigned, the duly appointed, qualified and acting Secretary of the Board



70

23 REVISED 78/130/2015

of Directors for Palomar Health, do hereby certify that attached hereto is a true, complete and

correct copy of the current Bylaws of Palomar Health.

Dated: ___________________, 2015 ___________________________

Dara Czerwonka

Secretary

Formatted: Indent: First line: 0"

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Home Feedback Help Expenditure and Requisition Approval Authority Print Display: Document Info All Palomar Health - Official Policy

Table of Contents

PURPOSEDEFINITIONSADDENDUM

Policy

Expenditure and Requisition ApprovalAuthority


Source: Administrative Compliance

Applies to Facilities: Applies toDepartments:

I. PURPOSE:

A. Palomar Health is a large and complex health care district with many different types oftransactions. In order to safeguard the district's assets, the Board of Directors hasestablished a set of approval thresholds that must be followed to ensure appropriatereview and approval to spend or commit funds.

B. In order to safeguard Palomar Health's assets and ensure that key transactions areexecuted in accordance the Board of Directors' intentions and plans, certain limits areplaced on the authority of individuals to authorize the expenditure or commitment offunds.

II. DEFINITIONS:

A. Contracting Authority:The authority designated to specified representatives to administer, approve, andexecute contracts and agreements on behalf of Palomar Health.

B. Responsible Officer:A responsible officer is the primary contracting officer for all Palomar Health externalcommitments/transactions he/she administers. A responsible officer may designateother contracting officers in a written plan of delegation that must be provided to thePresident and CEO for approval.

C. Transaction:A transaction is an act that commits Palomar Health to spend or receive funds orassets or otherwise contractually commit to certain actions. The size of a transaction isits collective amount over the entire period of commitment.


A. The CEO of Palomar Health is the contracting authority authorized to approve anytransactions that are part of a Board approved Palomar Health budget and notspecifically identified as requiring Board of Directors' action.

B. The CEO of Palomar Health is authorized to approve any capital including any non-budgeted construction in progress, transaction or operating non-budgetedtransaction as follows: 1) up to $250,000 per transaction - CEO only approval, or 2)$250,000.01 to $499,999.99 per transaction after consultation with the Chairman of theBoard or the Chairman of the Board Finance Committee/Treasurer. The Board ofDirectors must approve all budgeted transaction(s) above the amount of $500,000.00.

C. The CEO has authorization from the Palomar Health Board of Directors to allow,compromise, or settle any single claim, if the amount paid from the Districts treasurydoes not exceed: 1) up to $250,000 per transaction - CEO only approval, or 2)$250,000.01 to $499,999.99 per claim after consultation with the Chairman of theBoard or the Chairman of the Board Finance Committee/Treasurer. The designatedrepresentative of the CEO may approve these settlements up to $50,000.00 on behalfof the CEO. All claims between the amounts of $10,000.00 and $250,000.00 will bepersonally approved by the CEO. The Board of Directors must approve all claimsabove the amount of $500,000.00 prior to settlement.

D. The CEO has authorization from the Palomar Health Board of Directors for emergencynon-budgeted expenditures as follows: 1) up to $250,000.00 per transaction- CEO onlyapproval, or 2) $250,000.01 to $499,999.99 per transaction after consultation with the

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https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:14779&frame=DOCBODY#PURPOSE

https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:14779&frame=DOCBODY#DEFINITIONS

https://www.lucidoc.com/cgi/doc-gw.pl?ref=pphealth:14779&frame=DOCBODY#ADDENDUM

Chairman of the Board or the Chairman of the Board Finance Committee/Treasurer. Ahigher approval level is always acceptable in response to a disaster or other emergencysituation when an authorized individual cannot be contacted. The designatedrepresentative of the CEO may approve expenditures on behalf of the CEO in theCEO's absence and must indicate same when signing the document. The Board ofDirectors must approve all emergency non-budgeted expenditures above the amount of$500,000.00 at its next regularly scheduled meeting as reviewed to the FinanceCommittee.

E. The CEO shall review with the Board of Directors any emergency or non-budgetedconstruction in progress expenditures of $250,000.00 or over at the next scheduledmeeting of the Board or the next scheduled Board Finance Committee meeting,whichever comes first.

F. The CEO may delegate to responsible officers expenditure and requisition approvalauthority levels for specific types of transactions.

G. The responsible officers delegated by the CEO to approve expenditures andrequisitions may further delegate this approval authority for specific types oftransactions in a written plan of delegation that must be provided to the CEO forapproval. Responsible officers delegating this approval authority must ensure that allsuch transactions are approved in accordance with applicable procedures.

Reference Documents:

IV. A. Contracting Authority with External Parties Procedure

V. ADDENDUM:

A. This policy supersedes:1. Board of Directors Resolution No. 06.14.93(03) dated June 14, 1993.2. PPHS Policy and Procedure Signature Authorization Matrix dated January 12,

2001.


RevisionNumber

EffectiveDate

Document Owner atPublication

Version Notes

4 (thisversion)

04/29/2015 Diane Hansen EVP, Finance Previous version still hadone instance of "PalomarPomerado Health", whichhas been corrected to"Palomar Health" in thisversion, which wasapproved at the Board ofDirectors meeting heldon Monday, April 13,2015.

3(Changes)

03/12/2014 Mark Neu CorporateCompliance Officer

Updating theorganization namechange from PalomarPomerado Health toPalomar Health.[Ownerchanged from Neu, Markto Hansen, Diane byWolf, Torrey on 15-APR-2015]

2(Changes)

01/14/2009 Michele L. Gilmore ExecutiveAssistant

Approved by Finance,Governance and Boardin Feb 2008. Correctionsmade 1-13-09[Reviewed on 1/9/2012by Nicole Adelberg:

73






Extended review to1/8/2015]

1(Changes)

01/29/2004 James Neal Director ofCorporate Integrity

This policy supersedes:

Authorized Signer(s): ( 04/27/2015 ) Diane Hansen, EVP,Finance( 04/27/2015 ) Janine Sarti, GeneralCounsel( 04/29/2015 ) Linda Greer, Chairman,Board of Directors

VI. REFERENCES:

Reference Type Title NotesRelated Documents Contracting

Authority withExternalPartiesProcedure

Related Documents Bylaws OfPalomarPomeradoHealth BoardOf Directors

Paper copies of this document may not be current and should not be relied on for officialpurposes. The current version is in Lucidoc at .


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