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011420 Randolph Health Closed Session – Randolph Health — January 14, 2020 At 1:31 p.m., the Board convened in closed session pursuant to North Carolina General Statutes Section 143-318.11 for the purpose of discussing competitive healthcare activities by or on behalf of Randolph Health, which discussion is privileged and confidential pursuant to North Carolina General Statutes Section 131E-97.3, as is permitted by North Carolina General Statutes Section 143-318.11(a)(4). Chairman Darrell Frye, Vice-Chairman David Allen, Commissioner Kenny Kidd, and Commissioner Maxton McDowell were present. Commissioner Hope Haywood was absent. Nexsen Pruet Counsel for Randolph County and the City of Asheboro present were Christine Myatt and John Skvarla,. Randolph County staff present were County Manager Hal Johnson, Finance Officer Will Massie, County Attorney Ben Morgan, Associate County Attorney Aimee Scotton, Deputy Clerk to the Board Sarah Pack, and Clerk to the Board Dana Crisco. Randolph Health representatives present were CEO Angie Orth, Ankura Senior Managing Partner Louis Robichaux, Board Chairman Mack Pugh, Attorney Robert Wilson, Restructuring Advisor Chris Hebard, and Board Member Reynolds Lisk. City of Asheboro representatives present were Councilman Walker Moffitt, Mayor David Smith, and City Manager John Ogburn. Randolph Health representatives updated the Board on the restructuring process and the preliminary plan that will be submitted with the application to apply for the Rural Health Care Stabilization loan. They noted it was still ever changing. Chairman Frye asked if the Commissioners would have the opportunity to give input and review prior to him signing the plan on behalf of the County Commissioners. The response from Mr. Robichaux was yes. There was a question as to who would be on the Board of Randolph Health 2.0. This board would oversee the three year term of the interim hospital while a successor organization was preparing to take over the market. During a review of the proposed future legal entity overview and transition operator projections, Mr. Robichaux highlighted that the Randolph Hospital Community Health Foundation, Inc., would be part of the transition and empowered as an enforcement vehicle to uphold Successor commitments. Commissioner Kidd said that this was the first time the Board of Commissioners had been notified of such a proposal and he would be totally against such a role for the Hospital Health Foundation. He said that this would bring persons back into the transition process that had previously supported decisions leading to the current financial crisis at Randolph Hospital. Commissioner Kidd said that this proposal would be a “deal breaker” for him in supporting the use of $20 million in taxpayer funds. The other Commissioners agreed that the Hospital Health Foundation would not be the enforcement vehicle to uphold Successor commitments. After further discussion, the consensus among the Board and the Randolph Health representatives was to create a seven seat board. The seats would be filled as follows:  two seats — Randolph County Commissioners  one seat — City of Asheboro representative  one seat — Randolph County Commissioner appointment  two seats — two previous Randolph Health Board members  one seat — successor health care system representative 1/14/20 Ms. Myatt noted the constant change of circumstances for the Randolph Health restructuring. She agreed to keep the Chairman informed of changes as they occurred. At 4:54 p.m., on motion of Allen, seconded by Kidd, the Board voted unanimously to end the closed session. ________________________________ _________________________________ Darrell L. Frye, Chairman David Allen ________________________________ _________________________________ Kenny Kidd Maxton McDowell ________________________________ Dana Crisco, Clerk to the Board 1/14/20