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Governing Board Responsibilities and Expectations. Presented By David Brown. Chair of Family Medical Center of MI since 1996 Member of Board since 1987 President MPCA 2001 to 2002: 2003 to 2004 If I can be of any further assistance to you

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Governing Board Responsibilities and Expectations

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Governing board responsibilities and expectations

Governing Board Responsibilitiesand Expectations

Presented by david brown

Presented ByDavid Brown

  • Chair of Family Medical Center of MI since 1996

  • Member of Board since 1987

  • President MPCA 2001 to 2002: 2003 to 2004

  • If I can be of any further assistance to you

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

Bphc policy information notice 98 23

BPHC Policy Information Notice 98-23

Health Center

Program Expectations

Iii governance

III Governance

1) Overview of Requirements

The regulations in law apply to all Health Centers. The regulations set forth in 42CFR Part 51c and 42 CFR Part 56 apply only to community health centers and migrant health centers respectively.

Overview cont d

Overview (cont’d)

Section 330 requires that the health center has a governing body which: is composed of individuals, a majority of whom are being served by the center; meets at least once a month; approves the centers, grant application; and selection of the director for the center.

Board composition

Board Composition

2) Consumer Board Members

a. A majority of members of the

board must be people who

are served by the health

center. .

Consumer definition

Consumer definition

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

B other board members

b. Other Board Members

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

B other board members cont d

b. Other Board Members (cont’d)

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

C number of members

c. Number of Members

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

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

D selection of board members

d. Selection of Board Members

  • The organization’s bylaws or other internal governing rules must specify the process for the board member selection.

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

E conflict of interest

e. Conflict of Interest

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

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

3 governing board functions and responsibilities

3. Governing Board Functionsand Responsibilities

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

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

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

A bylaws

a. Bylaws

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

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

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

B responsibilities

b. Responsibilities

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

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

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

Responsibilities cont d

Responsibilities (cont’d)

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

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

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

Responsibilities cont d1

Responsibilities (cont’d)

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

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

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

Responsibilities cont d2

Responsibilities (cont’d)

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

C board meetings

c. Board Meetings

  • Boards must meet at least monthly.

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

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

D board training and development

d. Board Training and Development

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

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

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

E committees

The ,board should have a committee structure which facilitates carrying out its responsibilities.

Appropriate committees may include executive, finance, quality improvement, personnel, and planning.

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

e. Committees

Governing board responsibilities

Governing Board Responsibilities

  • Establish goals and objectives

  • Establish and monitor policy

  • Select and evaluate the executive director

  • Monitor and evaluate health center performance

  • Represent the health center in the community

  • Monitor and evaluate board performance

Establish goals and objectives

Establish goals and objectives

  • The initial and continuing task is to establish corporate goals and objectives.

  • A goal is a long range statement to accomplish toward which actions or activities are directed

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

  • They should be reviewed periodically

Establishing and monitoring policy

Establishing and monitoring policy

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

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

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

Establishing and monitoring policy1

Establishing and monitoring policy

  • Management areas where the board makes policy include:

    • Operations of the health center

    • Personnel management

    • Fiscal management

    • Clinical management/quality assurance

Selecting the executive director

Selecting the Executive Director

  • One of the most important decisions a board makes is the selection of the executive director

  • Although specific duties may vary from center to center, in general an executive director should do the following:

    • Seek and accept the guidance and direction from the board

Duties of the executive director

Duties of the Executive Director

  • Establish appropriate communication between the executive director and the board

  • Develop clear lines of authority between the board and staff

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

Duties of the executive director1

Duties of the Executive Director

  • Be responsible to the board for the proper conduct of the activities of the center

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

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

Duties of the executive director2

Duties of the Executive Director

  • Provide reports, budgets, program plans and surveys of change and trends in the field and related information to keep the board well informed

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

Evaluating the executive director

Evaluating the Executive Director

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

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

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

Evaluating the executive director1

Evaluating the Executive Director

  • A procedure for carrying out the evaluation must be developed

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

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

Center finances

Center Finances

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

Center finances the board s job is to

Center FinancesThe board’s job is to:

  • Make policies that clearly define

    • Sources of revenue and categories of expenditures in the budget

    • The process for adjusting to meet the actual financial situation as the year progresses

Center finances cont d

Center Finances (cont’d)

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

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

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

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

Evaluating the board the board should take a look at

Evaluating the BoardThe board should take a look at:

  • How well the board meets its responsibilities:

    • Are board responsibilities and goals and objectives reviewed annually?

    • Do the goals and objectives reflect the center’s mission?

    • Are they realistic?

    • Do the board’s decisions have a positive impact on the community?

Evaluating the board

Evaluating the board

  • Meeting minutes for the year:

    • The minutes will answer certain questions that speak directly to the board operations:

      • Does the board meet monthly in accordance with regulations?

      • Is there a quorum at each meeting?

      • Are appropriate committee reports and CEO reports regularly given?

Evaluating the board1

Evaluating the board

  • The board’s interaction with the CEO:

    • Has it been positive?

    • Has it been effective?

    • Have there been problems?

    • What were they?

    • What caused the problems?

    • How were they resolved?

Monitoring and evaluating health center performance

Monitoring and evaluating health center performance

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

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

Monitoring and evaluating health center performance1

Monitoring and evaluating health center performance

  • The board should measure actual performance against some standard such as:

    • The center’s projected performance as stated within the budget, financial plan and health care plan

    • The center’s past performance

    • The BPHC funding criteria and program guidance information

Evaluating the board2

Evaluating the board

  • The dynamics of the board member’s interaction with each other:

    • Do one or two members dominate the meeting? If so, Why?

    • Is there tension between certain members?

    • Do members understand and follow the basic parliamentary procedures?

    • Does the board chairperson effectively keep discussion on track?

Representing the health center in the community

Representing the Health Center in the Community

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

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

Representing the health center in the community1

Representing the health center in the community

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

Representing the health center in the community2

Representing the health center in the community

  • Board members are advocates for the organization

    • Volunteer board members have the purest motives – service

    • Your advocacy will take several different forms:

      • Lobbying lawmakers for funding

      • Communication with the community

      • Carrying out public relations activities

Evaluating the board3

Evaluating the board

  • Time set aside for skill building and training:

    • Do new members receive initial orientation and training?

    • Does the board receive training and skill building in areas of weakness identified through the evaluation?

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

Evaluating the board4

Evaluating the board

  • How well the board sets goals for the upcoming year:

    • Are the goals realistic?

    • Do they reflect the center’s mission?

    • Are goals and objectives formally adopted as part of a 3 – to – 5 year strategic plan?



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