Board Orientation Orientation Overview q Board Member Roles

Board Orientation

Orientation Overview q Board Member Roles & Responsibilities q AHS and EBMG q Brown Act Requirements

Board Member Roles & Responsibilities q Board Legal Responsibilities – Corp. Code § 5210, et seq. q Fiduciary obligation to the organization q Duty of care q Duty of loyalty q Adherence to bylaws and policies q Directors do not speak for the Board q Board decision making – q“Speaking with one voice” q Resolutions to challenging problems q Going outside of the organization q Confidentiality q Conflicts of interest q Avoiding interference of day-to-day management

Board Member Roles & Responsibilities q Ethics training requirement q Form 700

AHS and EBMG q General Relationship q Obligations to AHS under the Bylaws q Align with AHS policy and values q AHS approval of fiscal and strategic matters q AHS approval of Board appointments and officers q Cooperation and Collaboration q Professional Services Agreement Overview

Organization Chart Board of Trustees Medical Staff CEO ELT EBMG AHS Staff EBMG General Counsel AHS General Counsel Medical Staff Counsel

Open Meetings: Brown Act q Meetings of local legislative bodies q Notice, published agenda q Public comment q Closed Sessions q Cure and correct q Penalties q. Invalidate action q. Misdemeanor 7

Meetings q A gathering of two or more directors q Improper if gathering constitutes a quorum of the Board or a committee q Public decision making responsibility 8

Meetings - Brown Act Pitfalls • Quorums outside of noticed meetings • Conference exception • Improper use of “ad hoc” committees • “Serial” conversations • • Daisy chain Hub and spoke Talking outside of meetings E-mail / Internet 9

Agenda q Specificity of items q “Action” must be identified q No discussion of items not on the agenda q Notice requirements 10

Closed Session Exceptions q Real property – “price and terms of payment” only q Pending litigation q Personnel q Post-Bell reform: can only approve compensation at regular meeting and in open session q Threat to public security q Labor negotiations q Trade Secrets q Peer review matters q Duty of confidentiality! 11

AB 1234 Training q Applicable to legislative bodies and designated staff q Covered Topics q. Ethics and Scandals q. Personal Financial Gain (aka Conflicts of Interest) q. Perks Of Office q. Fair Processes & Procedures q. Government Transparency 12

Avoiding Conflicts in Government Decisions FPPC: “You have a conflict of interest with regard to a particular government decision if it is sufficiently likely that the outcome of the decision will have an important impact on your economic interests, and a significant portion of your jurisdiction does not also feel the important impact on their economic interests. ” Political Reform Act (Government Code § 87100 et seq. ) 13

No Self-Dealing in Contracts – Government Code § 1090 et seq. You “shall not be financially interested in any contract made” in your official capacity, or by any body or board of which you are a member. 14