The meeting of the Board of Trustees ("Board") of The Health and Hospital Corporation of Marion County, Indiana ("HHC"), was held, November 19, 2002, in the Administrative Conference Room "A", Fourth Floor, Ott Building, Wishard Health Services, 1001 West Tenth Street, Indianapolis, Indiana. Members present: Dr. Henry Bock, Ms. Betsy Brougher, Mr. Matthew Gutwein, Dr. James Miner, Mrs. Marjorie O'Laughlin, Mr. Robert Pfeifer. Members Absent: Mrs. Lula Journey

Matthew R. Gutwein, Chairman of the Board, called the meeting to order and proceeded with roll call.

Mr. Gutwein then asked if there were any additions to, corrections to or comments regarding the minutes from the Board meeting of October 15, 2002. There being none he asked for a motion to approve the minutes. Dr. Bock made the motion to approve the minutes. Mrs. O'Laughlin seconded the motion. The minutes for the October 15, 2002 Board meeting were unanimously approved.

The next agenda item was General Ordinances and Resolutions. Mr. Gutwein requested that Ms. Hebenstreit introduce General Ordinance No. 8-2002, "Revising Chapter 7, Communicable Disease." Ms. Hebenstreit stated that she had a letter from Mrs. O'Laughlin regarding the Ordinance and requested that Mrs. O'Laughlin read the letter. Mrs. O'Laughlin read the letter requesting that General Ordinance No. 8-2002, "Revising Chapter 7, Communicable Disease," be received for introduction and read for the first time. Ms. Hebenstreit read General Ordinance No. 8-2002. Mr. Gutwein asked if there were any comments or questions from the Board. There were none. Mr. Gutwein next asked if there were any questions or comments from the public. There were also no questions from the public; therefore Mr. Gutwein stated that General Ordinance No. 8-2002 would be considered for passage at the next Board meeting. Next, Mr. Gutwein asked for introduction of General Ordinance No. 9-2002, "Additional Appropriations Amending the Annual Budget for January 1, 2002 to December 31, 2002." Dr. Miner read the letter that requested that General Ordinance No. 9-2002 be received for introduction and read for the first time. Ms. Hebenstreit read the Ordinance. Mr. Gutwein then asked if there were any comments or questions from the Board. There were none. Mr. Gutwein next asked if there were any questions or comments from the public. There were also no questions from the public; therefore Mr. Gutwein stated that General Ordinance No. 9-2002 would be considered for passage at the next Board meeting.

Ms. Hebenstreit next presented, "Resolution No. 11-2002, "Purchase of Assets and Acquisition of Leases." Mr. Gutwein asked if there was a motion to approve the Resolution. Mrs. O'Laughlin made the motion to approve. Dr. Bock seconded the motion. Mr. Gutwein asked if there was any discussion on the motion. There was none, therefore Resolution No. 11-2002 was unanimously approved. The meeting continued with Ms. Hebenstreit presenting "Resolution No. 12-2002, "Second Restatement and Amendment of General, Workers' Compensation and Professional Liability, Loss Fund Trust Agreement." Mr. Gutwein asked for a motion to approve the Resolution. Dr. Bock made the motion to approve. Mr. Pfeifer seconded the motion. Mr. Gutwein asked if there was any discussion on the motion. There was none, therefore Resolution No. 12-2002 was unanimously approved. Mr. Gutwein requested a motion to amend the agenda to include Resolution No. 13-2002, "Honoring Douglas L. Elwell for Exemplary Service." Mrs. Brougher made the motion. Dr. Bock seconded the motion. The agenda was amended to include Resolution No. 13-2002. Mr. Gutwein requested that Ms. Hebenstreit read the Resolution in its entirety. Ms. Hebenstreit read in its entirety Resolution No. 13-2002 that states:

"WHEREAS, Douglas L. Elwell has served with great distinction as Executive
Director and President of the Health and Hospital Corporation of Marion County, Indiana ("Corporation"), and has served as Chairman of the Audit Committee since December 1, 1998; and..."

...SECTION 2. On behalf of the Trustees, staff and officers of The Health and Hospital Corporation of Marion County, Indiana, we express deep and sincere appreciation for the time and devotion Douglas L. Elwell has given to the service and mission of the Health and Hospital Corporation of Marion County, Indiana and for his leadership in furthering the cause of the efficient provision of quality health services to all the people of Marion County.

Mr. Gutwein asked for approval of the Resolution. Mrs. O'Laughlin made the motion to approve. Mr. Pfeifer seconded the motion. Resolution No.13-2002 was unanimously approved. Mr. Gutwein, Dr. Caine, and Dr. Bock expressed their appreciation to Mr. Elwell. Mr. Gutwein asked if there were any questions regarding the Resolution. There were no questions. Resolution No. 13-2002, "Honoring Douglas L. Elwell for Exemplary Service" was unanimously approved. This part of the meeting concluded with Greg Porter presenting Mr. Elwell with the Sagamore of the Wabash, the highest honor that a citizen can receive from the Governor of the State of Indiana.

Next, Mr. Gutwein requested that Mr. Sellers present the November Treasurer's Report. Mr. Sellers stated Fred Shockley, assistant treasurer, would present the report. Mr. Shockley requested approval of the October Cash Disbursements. At $44.9 million, October Cash Disbursements are above the 2002 average of $32.5 million. This increase resulted from a payment to the State for the quarterly Nursing Home UPL match, covering a third payroll and the 3rd quarter PERF, and Wishard's payment of $3.3 million to Administar for the settlement of the 1999 cost report. Dr. Bock made the motion to approve. Dr. Miner seconded the motion. The October Cash Disbursements Report was unanimously approved.

Mr. Shockley next presented the October Budget Revenue and Expenditure Report. The Personal Services Expenditures are expected to stay within the current budget. Expenditures are under budget on utilization but will be adjusted with health insurance expense and will be covered under the Additional Appropriation Ordinance. Costs for supplies are up due to an increase in public health awareness and education classes. Medical and Dental Supply costs are up due to an increase of patients in the clinics. Chemical Expenses are up due to the West Nile Virus that resulted in a longer mosquito combat season. Other Services and Charges are currently $3 million under budget. Many contracts will expire in December therefore there will be encumbrances in the last month of the year that will appear in the next two monthly reports. The key fund increase is due to the Rawls Scholarship Fund and the Wishard Memorial Foundation. Capital Outlays are running behind budget. The Additional Appropriation Ordinance includes using the surplus to fund other budget items. This is due to starting the Pecar Health Clinic construction project later than originally planned. Mr. Shockley requested acceptance of this report. Mr. Pfeifer made the motion. Dr. Bock seconded the motion. Mr. Gutwein asked for questions on the motion. There were none. The October Budget Revenue and Expenditure Report was unanimously accepted.

Next, Dr. Jones stated that the Board Packets contained a list of Medical Staff Appointments and Reappointments for the Month of November 2002. They have been approved by the executive council of the medical staff and he requested Board approval. Dr. Miner made the motion. Mr. Pfeifer seconded the motion. The Medical Staff Appointments and Reappointments for the Month of November 2002 were unanimously approved.

Bids were the next item on the agenda. The first bid, "Bid Package #6a, Landscaping "was for the landscaping contract for the Pecar Health Center. Mr. Elwell explained that this bid is within the budget estimate and recommended approval. The bid is for landscaping only. Mr. Gutwein asked for a motion to approve. Dr. Bock made the motion to approve. Dr. Miner seconded the motion. The "Bid Package #6a, Landscaping "was unanimously approved. "Bid#: CIS 101-CISCO Network Products" was next on the agenda. Mr. Elwell explained that the old internal network system is being replaced with a new system. Mr. Gutwein requested that Mr. Clay Whitmire, Director, Corporate Information Systems, give more information on Bid#: CIS 101. Mr. Whitmire stated that the infrastructure is aging. The speed of the data is slower and the system is less reliable resulting in a lot of system down time. This results in increased maintenance problems. Mr. Gutwein asked for a motion to approve the bid. Dr. Miner made the motion. Mr. Pfeifer seconded the motion. Mr. Gutwein asked if there was any discussion. There was none. "Bid #: CIS 101-CISCO Network Products" was unanimously approved. The final bid on the agenda was the Bid for Hasbrook Building CIS Area Renovation. This bid is necessary for renovations to comply with HIPPA regulations. Dr. Bock made the motion for approval. Dr. Miner seconded the motion. The Bid for Hasbrook Building CIS Area Renovation was unanimously approved.

Committee reports began with Ms. Brougher reporting on the Midtown Mental Health Center meeting. She stated that Midtown sponsored a successful art show at the Midland Antique Mall on November 11, 2002. Midtown also participated in their first CIT Forum on Thursday, November 14, 2002. The purpose of the forum was to train Indianapolis Police Department members to more appropriately respond to situations that include victims with mental health problems. The Midtown Board nominating committee reported that David Sease was elected chairman and vice-chairman will be Father Ryan. There are two seats open on the Midtown Board. The Midtown Board also reviewed the budget. Next, Dr. Miner gave the Quality Committee report. There was concern, as a result of the JHACO review, regarding Board knowledge of quality of service. JHACO scores regarding WHS were also discussed at the Quality Committee meeting. Hospital scores improved by 3 points, Behavioral Health improved by 4 points, and the Lab (Pulmonary) improved by 10 points. The Long-Term Care Survey will be postponed until the first quarter of the year 2003. The JHACO survey process will change at the next review and will impact WHS in 2005. At that time there will be key changes in the requirements for ongoing submission of quality performance reports. Part of the survey will involve evaluation and tracking and of quality issues. This means greater involvement in physicians tracking patients through their care and determining outcomes. There was an update regarding patient safety. Patient safety surveys have been conducted among WHS employees. There was also a performance improvement highlight report. Trends were noted, including was an improvement in the ability to administer aspirin for myocardial infarctions. The results also revealed that WHS is doing quite well in follow-up on verbal orders for sign-off within a twenty-four hour period. There is an improvement managing activity of daily living for the long-term care residents. Ms. O'Laughlin reported that the Public Health Committee met and was presented with information on the ACTION Center. There is concern regarding the expiration of the lease for the Center. The Committee resolved that there four questions for review: 1) should the ACTION Center stay in the same location; 2) should the ACTION center move in with Citizens Health Center, 3) move to a new separate location; and 4) should the ACTION Center continue with the same programs. An evaluation of the costs and benefits of the programs will be done to determine if they should continue in the same manner. Dr. Joyce Gill and two representatives from the ACTION Center presented the information to the committee. Next month, the committee will receive a financial statement that will include the budgetary cost of programs offered. The committee also requested an analysis of the sites that have been reviewed for the center, an outline of space requirements and the cost for locating in another area. There was discussion on General Ordinance No. 7-2002. Dr. Crystal Jones gave a summary of the terminology that has been removed from the Ordinance. The Public Health Committee will give a recommendation on the Ordinance after Board members have had an opportunity to review. Dr. Bock reported that the Planning Committee met on November 13, 2002 and discussed the Strategic Plan and its impact on the corporation and the next steps to take. In addition Dr. Robert Jones presented the 2003 WHS Budget information. Committee Reports concluded with Mr. Gutwein reporting on the Hospital Committee meeting of November 17, 2002. At that meeting, Gordon King gave a summary of the WHS September Financials that are included in the Board packet. He also gave year-end financial projections for the Hospital. Mrs. Stofer gave a report on the changes of the health benefits. Human resources are stressing the positive aspects of the changes. There was a report by Jeff George that indicated that the health care benefits offered to Health and Hospital Corporation employees compare favorably with those of other are hospitals. Finally, there was a report on patient safety that was presented by Dr. Randy Howard.

Mr. Elwell reported on the status of Citizens Health Center. There was a one-week federal PCER Review of Citizens that revealed several problems. There was an additional two-week review. There is a transition plan that will be presented to the Board in December. The plan will result in a modification of the Co-Applicant Agreement with the federal government. Progress reports will go to the federal agency on a monthly basis. The review also resulted in an agreement that Citizen's will immediately recruit a new chief executive officer. The recruitment should be concluded by May 2003. The federal agency has been convinced of the need for the health center remaining in the area. Next, Mr. Elwell announced that Dr. Caine is president-elect of the American Public Health Association. He concluded his report by stating it has been an honor to be associated with the Health and Hospital Corporation.

Dr. Caine began her report by thanking her staff for their support. She stated that her election as president of the APHA is a reflection of the dedicated work of the MCHD staff. She continued her report by highlighting key issues on the Communicable Disease Sheet. A comparison of the numbers revealed that there were 121 HIV/AIDS cases in 2001 and 221 cases in 2002. This is almost a 100% increase. There is also a significant increase in the HIV category from 134 to 196 cases. An analysis was conducted in January 2000 to determine how many of the cases are duplications of existing cases in the U.S. The determination was that 48% percent of the cases were diagnosed previously but had not been reported. Also, there were a number of HIV cases that had been diagnosed in other states and the individuals moved to Indiana. A number of the cases are a result of the syphilis epidemic. Syphilis cases have decreased. In the Sexually Transmitted Diseases category there is a slight increase in the gonorrhea cases. In order to address the syphilis epidemic, disease intervention specialists had to be pulled from the gonorrhea study area. Influenza like illnesses doubled in 2001. This is due to better reporting by health providers and to the fact that the flu vaccines were given later in 2001. Streptococcal disease has elevated. Mr. Pfeifer asked if the same statistics are available from surrounding states. Dr. Caine said the information is available and she would get the data.

Dr. Jones began by congratulating Dr. Caine on her APHA appointment. He stated the pictures of the Board would be postponed until December. He cited the NAPH pamphlet that is included in the Board packets that has information regarding the financial problems of other hospitals.

Other Business included Mr. Elwell explaining the two studies that were conducted by the Center for Urban Policy and Environment. The results of the studies were included in the Board packets. He stated that there is also a 2001 Management Letter from KPMG included in the packet. A major finding was that accounts payable invoicing for capital items has significantly improved.

There was no further business therefore Mr. Gutwein declared the meeting adjourned.

The next meeting will be held on Tuesday, December 17, 2002, at 1:30 p.m. in the Administrative Conference Room "A", Fourth Floor Ott Building, Wishard Health Services, 1001 West Tenth Street, Indianapolis, Indiana.