BOARD OF TRUSTEE MEETING
MINUTES
June 21, 2006
Present: Donna Osness Gene Meyer Chris
Penn, MD
Joe Flannery Simon Scholtz Andy Ramirez
Lindy Eakin Deborah Thompson
Sheryl Jacobs Jeff Novorr
Judy Keller Jane Maskus
Allen Belot Kathy Clausing
Chuck Heath Janice Early Weas
Other present:
Voters Representative.
Call to Order
The meeting was
called to order by Donna Osness, Chairperson.
Approval of Agenda
The agenda was
presented for review.
MOTION: made by Joe Flannery,
seconded by
Allen Belot to approve the Agenda as
written.
Motion carried.
Executive Session
MOTION: made by Chuck Health,
seconded by
Lindy Eakin that the Board of Trustees recess to
Executive
Session for consultation with hospital
attorney
which would be deemed privileged in the
attorney-client
relationship, to include the CEO,
members
of the executive staff, and Chief of
Staff. The open meeting to resume in this room
at
9:30
a.m. Motion carried.
MOTION:
made by Sheryl Jacobs, seconded by
Chuck
Heath to extend the Executive Session 10
minutes
to 9:40 a.m. Motion carried.
MOTION:
made by Chuck Heath, seconded by
Lindy
Eakin to extend the Executive Session for
5
minutes to 9:45 a.m. Motion carried.
MOTION:
made by Chuck Heath, seconded by
Judy
Keller to leave Executive Session.
Motion
carried.
Board of Trustee
Meeting Minutes
June 21, 2006
Page two
The open meeting
convened at 9:46 a.m.
Consent Agenda
a)
Approval
of Minutes for May 17, 2006 Board of Trustee meeting
b)
Finance
Committee – May, 2006 Financials
c)
Planning
Committee Report
d)
Governance
Committee Report
e)
Corporate
Compliance Report
MOTION: made by Chuck Heath, seconded by
Joe Flannery to approve the Consent
Agenda.
Motion carried.
Bond Financing Resolution
Simon Scholtz
updated the Board as to the bond issue to include refunding of the 1997-1999
bonds ($15 million), Reserve Fund ($3.6 million) and $38 million of new money
for the facility project. Mr. Scholtz
reviewed the need for the resolution to authorize the Board Chair, Vice-Chair
and/or CEO to approve all documents on behalf of the Board to issue bonds not
to exceed $56 million and interest rate not to exceed 6%.
AUTHORIZING RESOLUTION OF THE
BOARD OF TRUSTEES
OF
__________________________________________________
WHEREAS, LAWRENCE MEMORIAL HOSPITAL, an
instrumentality of the City of Lawrence, Kansas (the “Institution”), intends to
request that the City of Lawrence, Kansas (the “City”) issue its Hospital
Revenue Bonds, Series 2006 (The Lawrence Memorial Hospital) (the “Bonds”), in a
principal amount not exceeding $56,000,000 for the purpose of providing funds to (i) finance or reimburse the Hospital for the costs of constructing,
acquiring and equipping a new energy center, a new three-story patient tower,
an additional six birthing rooms, a new emergency department and a new surgery
facility (the “Series 2006 Project”), (ii) refund and redeem the City’s
Hospital Revenue Bonds, Series 1997 (The Lawrence Memorial Hospital), currently
outstanding in the amount of $6,040,000 (the “Refunded Series 1997 Bonds”),
(iii) refund and redeem the City’s Hospital Revenue Bonds, Series 1999 (The
Lawrence Memorial Hospital), currently outstanding in the amount of $8,700,000
(the “Refunded Series 1999 Bonds”), (iv) fund a deposit to the Series 2006 Debt
Service Reserve Fund, and (v) pay certain costs of issuance of the Series 2006
Bonds; and
WHEREAS, the Board of Trustees of the
Institution (the “Board”) finds and determines that the issuance and sale of
the Bonds and the application of the proceeds of the Bonds on behalf of the
Institution for the foregoing purposes are necessary and desirable and in the
best interest of the Institution; and
WHEREAS, in order to accomplish the
foregoing, it is necessary and desirable that the Board approve the transaction
described in these resolutions and the execution and delivery of the financing
documents and certain other matters in connection with the transaction, as
herein provided;
Board of Trustee
Meeting Minutes
June 21, 2006
Page three
NOW THEREFORE, BE IT
RESOLVED BY THE BOARD OF TRUSTEES OF
Section 1. Approval of Issuance of Bonds.
The Board approves the issuance and sale of the Bonds by the City and
authorizes the Institution to apply the proceeds of the Bonds for the purposes
described in the recitals hereof. The
Bonds shall be issued under the Indenture of Trust dated as of June 1, 1994, as
supplemented by the First Supplemental Indenture dated as of July 1, 1997, the
Second Supplemental Indenture dated as of September 1, 1999, the Third Supplemental
Indenture dated as of October 1, 2003, the Fourth Supplemental Indenture dated
as of November 1, 2003 and the Fifth Supplemental Indenture dated as of July 1,
2006 (collectively, the “Indenture”), each between the City and UMB Bank, N.A.,
as corporate trustee (the “Bond Trustee”), in a principal amount not to exceed
$56,000,000, shall be payable in principal amounts prior to and with a final
maturity not later than the year 2036, and shall bear interest at an average
interest rate not exceeding 6.0% per annum.
The Bonds shall be sold by the City to Piper Jaffray & Co. at a
price of not less than 95% of the aggregate principal amount thereof, plus
accrued interest. The final terms and
conditions of the Bonds as to principal amount, purchase price, interest rates,
repayment schedule, security, and otherwise shall be set forth in the Purchase
Contract, the Indenture and other financing documents described herein and
subject to approval by officers of the Institution executing the Purchase
Contract and other financing documents on behalf of the Institution.
Section 2. Authorization of Officers to Approve
Terms. Subject to the conditions of this resolution,
the Chairperson, the Vice-Chairperson and/or the President & Chief
Executive Officer of the Institution are authorized (a) to approve the issuance
of the Bonds by the City for the purposes described above, in such principal
amount and with such maturities, interest rates, redemption terms and other
provisions as may be determined by such officers; (b) to enter into agreements
with the City which will provide for the application of the proceeds of the
Bonds on behalf of the Institution and lease payments by the Institution
sufficient to pay the principal of and interest on the Bonds as the same become
due and payable; (c) if such officers determine that it is necessary to enhance
the security for the Bonds and thereby achieve a lower cost of borrowing, to
arrange for a letter of credit, municipal bond insurance policy, or other
credit enhancement providing for the payment of the principal of and interest
on the Bonds, such credit enhancement to be provided by a commercial bank, bond
insurance company or other financial institution acceptable to such officers;
(d) to effect the foregoing, adopt such resolutions and authorize the execution
and delivery of such instruments and the taking of such action as may be
necessary or advisable for the authorization, issuance and sale of the Bonds by
the City and the application of the proceeds thereof on behalf of the
Institution; and (e) take or cause to be taken such other action as may be
required to implement the aforesaid, or as may be appropriate in pursuance
thereof; provided that all of the foregoing shall be within the lawful powers
of the Institution.
Section 3. Authorization and Approval of Financing
Documents. The Board hereby authorizes the Chairperson,
the Vice-Chairperson and/or the President & Chief Executive Officer of the
Institution to approve the form of the following proposed documents relating to
the financing described below (the “Financing Documents”), the execution of
said documents by such one or more officers shall constitute conclusive
evidence of their approval and the Institution’s approval thereof:
(a) Fifth Supplemental Lease
Agreement dated as of July 1, 2006 (the “Fifth Supplemental Lease”), between
the Institution and the City, under which the City will apply the proceeds from
the sale of the Bonds on behalf of the Institution for the purposes herein
described in consideration of lease payments which will be sufficient to pay
the principal of, redemption premium, if any, and
Board of Trustee
Meeting Minutes
June 21, 2006
Page four
interest
on the Bonds and setting forth the covenants and agreements of the Institution
in connection therewith;
(b) Continuing
Disclosure Agreement (or an Amendment and Restatement of the existing
Continuing Disclosure Agreement) between the Institution and Bond Trustee, as
Dissemination Agent, under which the Institution agrees to provide continuing
disclosure of certain financial information, operating data and material
events, for the benefit of the owners of the Bonds and to assist the
Underwriters in complying with Rule 15c2‑12 of the Securities and
Exchange Commission;
(c) Purchase Contract among the Institution, the City and
Piper Jaffray & Co., as Underwriter of the Bonds, under which the City
agrees to sell and the Underwriter agrees to purchase the Bonds, upon such
terms and conditions thereof as set in the Purchase Contract;
(d) Fourth Amended and Restated Guaranty
Agreement between the Institution and the Bond Trustee, pursuant to which the
Institution guaranties the payment of its obligations under the Supplemental
Lease dated as of June 1, 1994, as supplemented by the Second Supplemental
Lease dated as of July 1, 1997, the Third Supplemental Lease dated as of
September 1, 1999, the Fourth Supplemental Lease dated as of October 1, 2003,
and the Fifth Supplemental Lease, each between the Institution and the City;
and
(e) Escrow Deposit Agreement among the
Institution, the City and the Bond Trustee, as escrow agent, providing for the
payment, defeasance and redemption of the Refunded Series 1997 Bonds and the
Refunded Series 1999 Bonds.
Section 4. Execution of Financing Documents.
The Chairperson, Vice-Chairperson and/or the President & Chief
Executive Officer of the Institution shall be and each such person is
authorized, empowered and directed to execute, enter into, deliver and, where
necessary, record the Financing Documents, for and in the name and on behalf of
the Institution and, where necessary, the secretary or any assistant secretary
of the Institution is hereby authorized and directed to attest said documents
and affix the corporate seal thereto, if any, and said documents shall be
substantially in the respective forms now before the Board and hereby approved,
with such changes therein as shall be approved by the officers of the
Institution executing the same, and the execution of such documents by such
officers of the Institution shall constitute conclusive evidence of such
officers’ approval and the Institution’s approval of any departures therein
from the respective forms now before the Board.
Section 5. Approval of Fifth Supplemental
Indenture. The Chairperson, Vice-Chairperson and/or the
President & Chief Executive Officer of the Institution shall be and each
such person is authorized, empowered and directed to approve the final form of
the Fifth Supplemental Indenture dated as of July 1, 2006 (the “Fifth Supplemental
Indenture”) and to approve the execution and delivery of the Fifth Supplemental
Indenture by the City and the Bond Trustee.
Execution and delivery of the Fifth Supplemental Lease by the
Institution shall be deemed final approval of the form, execution and delivery
of the Fifth Supplemental Indenture.
Section 6. Preliminary and Final Official
Statement. The Board authorizes the Chairperson,
Vice-Chairperson and/or President & Chief Executive Officer of the
Institution to approve the use and distribution of the Preliminary Official
Statement and final Official Statement by the underwriter in connection with
the offering and sale of the Bonds, with such changes therein and completions
as shall be approved by the officer of the Institution executing the same, and
such execution shall constitute conclusive evidence of such officer’s approval
Board of Trustee
Meeting Minutes
June 21, 2006
Page five
and the Institution’s approval
thereof. The Board authorizes the
Chairperson, Vice-Chairperson and/or President & Chief Executive Officer of
the Institution to consent to the use of the Preliminary Official Statement and
the final Official Statement in connection with the offering and sale of the
Bonds. For the purpose of enabling the
underwriters to comply with the requirements of Rule 15c2-12(b)(1) of the
Securities and Exchange Commission, the Chairperson, Vice-Chairperson and/or
President & Chief Executive Officer of the Institution may deem the
information contained in the Preliminary Official Statement to be “final” as of
its date, except for the omission of such information as is permitted by Rule
15c2-12(b)(1), and the appropriate officers of the Institution are hereby
authorized, if requested, to provide the Purchaser a letter or certification to
such effect and to take such other actions or execute such other documents as
such officers in their reasonable judgment deem necessary to enable the
Purchaser to comply with the requirements of such Rule. The Chairperson, the
Vice-Chairperson and/or the President & Chief Executive Officer of the
Institution is hereby authorized, empowered and directed to execute the final
Official Statement in the name and on behalf of the Institution.
Section 7. Refunding and Redemption of the Refunded
Series 1997 Bonds and Series 1999 Bonds. The Board
authorizes and approves the refunding, prepayment and redemption of the
Refunded Series 1997 Bonds and the Refunded Series 1999 Bonds.
Section 8. Delegation of Authority.
The delegation of authority to the Chairperson, Vice-Chairperson and/or
President & Chief Executive Officer of the Institution made by these
resolutions shall enable the Chairperson, Vice-Chairperson and/or President
& Chief Executive Officer of the Institution to approve the issuance of the
Bonds for any one or more of the purposes set forth above and to approve any
one or more of the documents described in these resolutions, and the
Chairperson, Vice Chairperson and/or President & Chief Executive Officer of
the Institution are further authorized to approve any additional documents or
provisions relating to any credit enhancement of the Bonds (including, without
limitation, by a letter of credit or a bond insurance policy), all as may, in
the discretion of the Chairperson, Vice-Chairperson and/or President &
Chief Executive Officer, be deemed necessary or desirable by the Chairperson,
Vice-Chairperson and/or President & Chief Executive Officer.
Section 9. Further Authority. The officers of the Institution
are authorized and directed to take such further action and to execute and
deliver such other documents, certificates and instruments and to pay all such
fees, taxes and expenses as may in their discretion be necessary or desirable
in order to carry out and comply with the intent of these resolutions and the
terms and provisions of the Financing Documents; and all of the acts of the
officers of the Institution which are in conformity with the intent and
purposes of these resolutions, whether heretofore or hereafter taken or done,
shall be and the same are hereby in all respects ratified, confirmed and
approved.
Section 10. Repeal of Conflicting Resolutions.
All prior resolutions of the Board or any parts thereof in conflict with
any or all of the foregoing resolutions are hereby repealed to the extent of
such conflict.
Section 11. Effective Date.
These resolutions shall take effect and be in full force immediately
after their adoption by the Board.
Adopted
this 21st day of June, 2006.
MOTION: made by
Lindy Eakin, seconded by
Joe Flannery to approve the resolution.
Motion carried.
Board of Trustee
Meeting Minutes
June 21, 2006
Page six
Medical Executive Committee Recommendations
Dr. Penn reviewed
the Medical Executive Committee recommendation for approval. It was noted that Dr. Bardini’s appointment would
be deleted until more information is received.
MEDICAL STAFF – New Appointments:
Appointments
effective 6/21/2006 through 12/31/2007 with Radiology privileges as
requested. There will be a provisional
period for each new member during this initial period of appointment. **Dr.
Bardini’s recommendation for approval pending proof of participation in
Appointment
effective 6/21/2006 through 12/31/2007 with Radiology privileges as
requested. There will be a provisional
period for this practitioner during this initial period of appointment.
Appointment
effective 6/21/2006 through 6/30/2007 with Internal Medicine/Cardiology
privileges as requested. There will be a
provisional period for this practitioner during this initial period of appointment.
Appointment
effective 6/21/2006 through 6/30/2007 with Internal Medicine and Pediatric
privileges as requested. There will be a
provisional period for this practitioner during this initial period of
appointment.
REAPPOINTMENTS:
See attached chart of Medical and
Allied Health Staff Reappointments
MEDICAL
STAFF – Resignations:
ALLIED
HEALTH STAFF – New Appointments:
Appointments with provisional periods will be from
6/21/06 through 12/31/07 (Ms. Harris) and from 6/21/06 through 6/30/07 (Mr.
Williams).
MOTION: made by Lindy Eakin, seconded by
Chuck Heath to approve the Medical
Executive
Committee recommendations. Motion carried.
CEO Comments
Gene
Meyer reported that his comments would be under Old Business.
Board
of Trustee Meeting Minutes
June
21, 2006
Page
seven
Old Business
a) Facility Expansion Update – Gene Meyer
reported on the meeting with the Pinckney Neighborhood Group regarding parking
around the hospital which would involve the vacancy of 3rd and
b) Gene Meyer reported on upcoming trip to
c)
Eudora
Property – Andy Ramirez reviewed the activities and work being done with
LandPlan Engineering and the City of
MOTION: made by Allen Belot, seconded by
forward at their discretion on closing
the
transaction for the Eudora property.
Motion carried.
d) Mental Health – Gene Meyer reported on
e) Hospitalist Report – Jeff Novorr reported
on the program’s progress and it has exceeded all expectations. A fourth physician has been hired to start
July 1. All of the Hosptialist
physicians are participating in Health Care Access and seeing patients. This is something that they took upon
themselves to do and will be getting out to surrounding communities in July
regarding Hospitalist services and LMH services in general.
f)
Radiology
Venture Discussion – Gene Meyer reported on meetings held with the radiologists
regarding a joint venture for PET/CT outpatient services. It has been asked that pro-formas be
developed to more accurately predict the volume and economic expectations. The next step will be to develop a
Memorandum of Understanding as to what the agreement will eventually look like. There was no recommendation for action at
this time – just an update for the Board.
Announcements – There will not be a Board of Trustee
or Board Committee meetings in July.
Adjournment
There being no further business, the
meeting adjourned.
Respectfully
submitted,
Secretary