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HomeMy WebLinkAboutAgenda - 02-19-2013-13 (3)Office of the County Attorney To: Barry Jacobs, Chair Earl McKee, Vice Chair Mark Dorosin Alice M. Gordon Bernadette Pelissier Renee Price Penny Rich INFORMATION ITEM ORANGE COUNTY P.O. BOX 8181 200 S. CAMERON STREET HILLSBOROUGH, NC 27278 From: John Roberts Date: February 13, 2013 Re: Structure of Mental Health Services in Orange County Q7 Orange County, Person County, and Chatham County formed the Orange Person Chatham ("OPC") Mental Health, Developmental Disability, and Substance Abuse Authority in order to provide mental health services to residents of each county. This Authority was one of many such governmental bodies providing mental health services in North Carolina. In a 2011 effort to link the multiple organizations providing mental health services in North Carolina, and to reduce their numbers, the North Carolina General Assembly passed Session Law 2011 -264 governing the provision of mental health services by, among other things, requiring a minimum resident population in the area served by an organization, the catchment area. OPC's resident population did not meet the minimum requirements to continue as an organization and was forced to seek a partner organization. Representatives of OPC met with representatives of Piedmont Behavioral Health ( "PBH ") and jointly agreed that OPC, and two other organizations, would merge with PBH to form Cardinal Innovations ( "Cardinal "), an area authority organized under North Carolina General Statute §122C with the statutory authority to provide mental health services. In March 2012 the Orange County Board of Commissioners approved the creation of Cardinal. In June 2012 OPC effectively dissolved and Cardinal began providing mental health services in Orange County formerly provided by OPC. The current structure of mental health services in Orange County generally is that structure reflected in Article II of the attached community operations center by -laws. Cardinal is directed by a governing board. As part of the interlocal agreement creating Cardinal, Orange, Person, and Chatham Counties appoint members to a local community oversight board. This community oversight board appoints one of its members to sit on the Cardinal governing board. The community oversight board provides county governments the opportunity to remain involved with and monitor services being provided by Cardinal within designated catchment areas. The catchment area that Orange County is concerned with is Orange County, Person County, and Chatham County. Specific responsibilities of the community oversight board are listed in Article III, Section 1.4 of the attached by -laws. Due to this agreed upon structure and the provisions of Chapter 122C, beyond the appointment of a representative to the community oversight board, the Orange County Board of Commissioners has no direct control over the provision of mental health services in Orange County. cardinal ^11, 111 I iW I 10, VIII pilllp1lU1:1 II'l� [ 2 u II11 1llllOthrm Salwiun h,cu+ed Member [ni ited, Conflict of Interest Policy and Disclosure I. POLICY a. Community oversight Board Members must be loyal to the interests of the Company. This supersedes any conflicting loyalty, such as that to advocacy or interest groups, employers, and/or membership on other boards. It also supersedes the personal interest of any Member acting as a client of the Company's services. Members shall disclose any known or possible conflicts of interest and be recused from all discussions and votes regarding matters on which the Member is, or may be, conflicted. II. DISCLOSURE a. I am involved in the following relationships, transactions, positions, or circumstances which could contribute to a conflict of interest, or the appearance of a conflict of interest, between the Company and my personal interests, financial or otherwise: 1. 11. 111. iv. I1I. AGREEMENT a. I have read and I understand the Conflict of Interest Policy and Disclosure and have disclosed all known and possible conflicts of interest. I agree to update my disclosure, if required hereafter. Signature of Member Date Printed Name i 3 ardinal Innovations I 1 1" , 1/i�mn II1 `I[ 11 IU° �S " I . I I 10 N S [ ua iel%l Cfri.�u 400lud"11 lntu & Nlrsnhrr lt1.l+irrd Confidentiality Policy and Agreement 1. PURPOSE a. The purpose of this Confidentiality .Policy and Agreement is to protect the confidential and proprietary information of Cardinal Innovations Healthcare Solutions ( "Company ") by ensuring that Community oversight Board Members are aware of their legal and ethical responsibility to protect, preserve and hold in strict confidence any information disclosed to them or obtained by them as a result of their affiliation with the Company. II. POLICY a. It is the policy of the Company that Members may not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with, the Company to any person, including relatives, friends and business and professional associates, other than to persons who have a legitimate need for such information and to whom the Company has authorized disclosure, or as is otherwise required by law. Members shall use confidential information solely for the purpose of performing services as a Community oversight Board Member for the Company. b. Members must exercise good judgment and care at all times to avoid unauthorized or improper disclosures of confidential information. Conversations in public places, such as restaurants, elevators, and airplanes, should be limited to matters that do not pertain to information of a sensitive or confidential nature. In addition, Members should be sensitive to the risk of inadvertent disclosure and should for example, refrain from leaving confidential information on desks or otherwise in plain view and refrain from the use of speaker phones to discuss confidential information if the conversation could be heard by unauthorized persons. c. At the end of a Member's term, he or she shall return, at the request of the Company, all documents, papers and other materials, regardless of medium, which may contain or be derived from confidential information, in his or her possession. d. All Members shall be required to acknowledge their understanding of, and agreement to, the Policy by signing this Confidentiality Policy and Agreement e. Confidential Information means any information, verbal, written or electronic, considered confidential and /o r proprietary by the Company including, but not limited to: (i) financial data (recent, historical and projected); (ii) information concerning the existence or content of current contracts and the progress of contract negotiations; (111) information about the business or strategic plans of the Company, (iv) information pertaining to clients and employees of the Company; (v) information regarding important management or organizational changes; (vi) business studies or reports; (vii) information concerning purchasing activities; (viii) proposed or advance product plans, 1 unpublished and proprietary product design and/or developments; (ix) all market statistics, studies and resulting marketing strategies, and demographic data; (x) any trade secrets of the Company; (xi) any other information, whether existing now or at some future time, which pertains to the affairs of the Company or with whom or how it does business; and (xii) any other information which a Member knows or reasonably should know is confidential or proprietary information of the Company. f. Confidential Information does not include information which is disclosed pursuant to a public records request in accordance G.S. § 132 -6, or which becomes generally available to the public other than as a result of disclosure by a Member. III. AGREEMENT a. I have read and I understand the Confidentiality Policy and Agreement. I acknowledge that I will have access to highly sensitive and restricted Confidential Information and that the unauthorized disclosure of such Confidential Information may cause damage to the Company, its personnel, and the people it serves. I agree to comply with this Confidentiality Policy and Agreement. Signature of Member Printed Name 1 Date 61 CARDINAL INNOVATIONS HEALTHCARE SOLUTIONS BYLAWS For the OPC Community Operations Center ARTICLE I: ORGANIZATION AND OFFICES Section 1. Name Cardinal Innovations Healthcare Solutions ("'Cardinal Innovations," or the "Company ") is a public entity and local political subdivision of the State of North Carolina, incorporated according to the laws of the State. Cardinal Innovations is the successor entity to PBH, formerly known as Piedmont Behavioral Healthcare. OPC Community operations Center is a division of Cardinal Innovations. Section 2. offices The principal office of OPC Community Operations Center shall be at 100 Europa Drive, Suite 490, Chapel Hill, NC 27517, or such other place as may be established by the Governing Board of Cardinal Innovations (the "Governing Board "). ARTICLE II: BOARDS AND MEMBERS Section 1. Governing Board and Community Oversight Boards 1.1 Powers. The governing unit of Cardinal Innovations is comprised of a single Governing Board and four Community oversight Boards. The Governing Board shall have the power to direct the business and affairs of the Company and to exercise all of its powers, duties, and responsibilities, including those set forth in the Joint Resolution establishing Cardinal Innovations, effective July 1, 2012 (the "Joint Resolution " ). The Governing Board shall be responsible for establishing policies that guide the operation of the Company. The Community Oversight Boards shall ensure involvement of local stakeholders, promote local collaboration, and monitor services provided within established catchment areas in coordination with the Community Operations Centers. Individuals who serve on the Governing Board are "Directors." Individuals who serve on the Community Oversight Boards are "Members." 1.2 Con7n7unity Di)ersight Board Composition. The Members of the Community Oversight Boards shall be as follows: (a) Three (3) Members from each County, appointed by each County's Board of Commissioners, and will include a County Commissioner or designee, a consumer or family member, and another citizen or stakeholder; and (b) One (1) Member from the Local Consumer and Family Advisory Committee, either the Chair or other elected member. 15 Eel L 3 Chair o1'1he Conzn unit}) o>>er,sight Board. Each Community Oversight glut Board shall elect a Member to serve as Chair of the Community Oversight Board for a term � of one (1) year. The Chair shall preside at all meetings of the Community Oversight Board. L 4 RepresenfaiNe to the Governing Board. Each Community Oversight ht � Board shall elect either r the Chair or other elected Member to serve as a Director of the Governing Board for a term of three (3) ears. y 1.5 Term. The term for Members shall be for three ears from the date Y of their appointment. Members shall serve no more than three consecutive terms except that County Commissioners may serve for as long as the remain in office. . Y Members appointed as a Director of the Governing Board must retain their membership p o the Community oversight Boards for the duration of their term on the Governing Board. Members appointed from the Local Consumer and Family Adviso ry C i run i ttees must retain their membership on the Local Consumer and Family Adviso ry Committees for the duration of their term on the Community Oversight Boards. 1.6 Vcicancies. Any vacancy on the Community Oversight Board shall be g filled by requesting that the appointing County Board of Commissioners appoint a new ' PP w qualifying Member. In the case of a Member from the Local Consumer and Family Advisory in Y � Committee, the Local Consumer and Family Advisory Committee shall elect a new Member. 1.7 Removal. A Member may be removed by the Community Oversight Board on which they serve. 1.8 Compensative. The Governing Board, at its discretion may fix compensation and reimburse Members to the extent allowed by law. ARTICLE III: MEETINGS Section 1, Meetings I.1 Meetings. Regular meetings of each Community Oversight Board shall beheld at least six times annually. The Order of Business for Community Oversight Board meetings shall be as follows: (a) Comments from the public: Any member of the public may address the Community Oversight Board. (b) Approval of the minutes. (c) Special Presentations: The Community Oversight Board will receive presentations from Company staff on topics of interest or for monitoring pupurposes. The Community rP ty Oversight Board may also hear presentations about local initiatives. 7 (d) Governing Board Report-. The Community Oversight Board representative to the Governing Board will provide an update on decisions and other matters considered by the Governing Board. (e) executive Director's Report: The Executive Director will report on the operations of the Community Operations Center, as well as other local activities and initiatives. (f) Monitoring Items: The Community Oversight Board will review perforniance of the Company and the Community Operations Center on key performance indicators. (g) Information Items: The Community Oversight Board will receive information on local and state activities and initiatives. (h) Other Business: The Community Oversight Board will consider other matters that impact services to clients or the Community Operations Center. (i) Adjourn. 1.2 Notice. Written notice of the time and place of Community Oversight Board meetings shall be provided to Members at least seven (7) days before the meetings. 1.3 Attendance. Members shall attend all meetings of their respective Community Oversight Boards. Members who caruiot attend a scheduled Community Oversight Board meeting must request to be excused from attendance by the Chair. Absences shall only be approved by the Chair upon showing of good cause. Members who have more than two (2) unexcused absences in any single fiscal year shall be removed from the Community Oversight Board. 1.4 Responsibilities. The Community Oversight Boards' responsibilities are: (a) Advise the CEO on the evaluation and hiring of the Community Operations Center Executive Directors. (b) Recommend priorities for the expenditure of state and county funds for the development of the annual budget. (c) Determine local priorities for inclusion in the Company's overall strategic plan. (d) Identify community needs and concerns and monitor the resolution of issues. (e) Monitor performance at the local level, including access to care, expenditure of service funds, number of clients served, services delivered, provider network size and composition, outcomes, and consumer satisfaction. iVA E:] 1.5 Lilzkage to the Governing Board. Responsibilities not delegated to the Community Oversight Boards shall be performed by the Governing Board. Members shall work with the Community oversight Boards' representatives to the Governing Board to ensure that local concerns requiring Governing Board action are appropriately addressed. Section 2. Voting and Conduct 2.1 Quoruln and Voting. A majority of the Members must be present in order to constitute a quonim and to transact official business of the Community Oversight Board. A simple majority of a quorum of the Community Oversight Board shall be the act of the Community Oversight Board. 2.2 Preswned Agreenwnt. A Member who is present during a vote of the Community Oversight Board shall be presumed to agree with the vote taken, unless his or her vote against the action is recorded. 2.3 Conflict of Interest. Members must be loyal to the interests of the Company. This supersedes any conflicting loyalty, such as that to advocacy or interest groups, employers, and/or membership on other boards. It also supersedes the personal interest of any Member acting as a client of the Company's services. Members shall disclose any known or possible conflicts of interest and be recused from all discussions and votes regarding matters oil which the Member is, or may be, conflicted. 2.4 Code of Conduct. Members will be ethical and professional, and abide by the following Code of Conduct at all times: (a) Members will not self -deal, conduct private business, or provide personal services for the Company, except as explicitly authorized through written policies and procedures. (b) Members may not use their positions to obtain employment for themselves, family members, or associates. If a Member desires employment with the Company, he or she must resign prior to submitting an application for any position. (c) Members will annually disclose their involvement with other organizations, vendors, or any other associations that might create a conflict of interest. (d) Members may not exercise individual authority over the Company, its Officers, or employees except as explicitly set forth in written policies and procedures. (e) Members will not interact with the public, press, or other entities regarding Community oversight Board activities or Company business. All interaction regarding Company matters will be coordinated through the Company's Communications staff. (f) Members will maintain the confidentiality of discussions of all Company business, including matters discussed in closed session. ARTICLE IV: OFFICERS 18 Section 1. officers and Duties 1.1 ExecutNe Director, The Executive Director is the principal manager of the Community operations Center. He or she has supervising authority and may delegate duties to Community operations Center staff as he or she deems advisable. In the absence of the Chair of the Community oversight Board, he or she has the authority to preside over all meetings of the Community Oversight Board. 1.2 Cleric. Each Executive Director shall appoint a staff member to serve as Clerk for each Community oversight Board. The Clerks shall attend all meetings of their respective Community oversight Boards and are responsible for required compliance activities such as meeting notices, recording minutes and votes, etc. The Clerks shall coordinate their duties with, and are accountable to, the Governing Board Clerk. ARTICLE Ve. GENERAL Section 1. Amendment of Bylaws These bylaws may be amended by an affirmative vote of the Community oversight Boards, subject to the approval of the Governing Board. Section 2. Indemnification and Insurance 2.1 Ir7den7ni ication. Any individual who serves, or has served, as a Member shall be indemnified to the fullest extent permitted by law against any claim arising from his or her service as a Member. 2.2 Insurance. The Company shall purchase and maintain insurance on behalf of any Member against any liability asserted against, or incurred by, a Member arising from his or her service as a Member. Section 3. Books and Records The Company shall keep minutes of the proceedings of the Community oversight Boards and all committees as required by law. PASSED, ADOPTED AND APPROVED this day of 12012. Chairman Clerk W 01