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ILHIE Governance Work Group Meeting Minutes - May 23 2011 

May 23, 2011

The Governance and Nominating Committee ("Committee") of the Board of Directors (the "Board") of the Illinois Health Information Exchange Authority ("Authority"), pursuant to notice duly given, held its Inaugural Meeting at 3:00 p.m. on May 23, 2011, at the offices of the Office of Health Information Technology ("OHIT"), State of Illinois James R. Thompson Center, 100 W. Randolph, Suite 2-201, 100 W. Randolph St., Chicago, IL 60601.

Committee Members Present:

  1. Dr. Bechara Choucair
  2. Mr. David Holland
  3. Dr. William Kobler
  4. Dr. Nancy Newby (by telephone)
  5. Dr. Nicholas Panomitros
  6. Dr. Cheryl Whitaker
  7. DPH – Director Damon T. Arnold, MD

OHIT Staff Present:

Laura Zaremba; Mark Chudzinski; Krysta Heaney; Mary McGinnis

Call to Order and Roll Call

Mr. Chudzinski, Acting Secretary of the Board, confirmed the presence of the Members of the Committee noted above. All seven members of the Committee were in attendance; the ability of Dr. Newby to clearly participate by telephone was confirmed, and no objection was expressed to her participation in this manner.

Election of Committee Chair

Dr. Cheryl Whitaker noted that matters delegated by the Board to the Committee for consideration were of significant importance to the establishment of the Board's governance structure and processes, and because of her responsibilities arising from her role as Chair of the Board during the Board's inaugural year of operation, she indicated an interest in also serving as the Chair of the Committee. Following brief discussion, a motion duly made and seconded to elect Dr. Cheryl Whitaker as Chair of the Committee was unanimously adopted by the members of the Committee.

Structure and Governance of Advisory Committee

The OHIT staff provided the following comments and suggestions regarding the potential structure and governance of the Advisory Committee.

  1. Composition. The Act identifies 17 stakeholder groups from among which the Advisory Committee members should be selected. OHIT proposed a process for the review of potential nominees which gives consideration to the involvement a diverse representation of relevant stakeholders in the candidate pool.
  2. Size. The Act does not prescribe a minimum or maximum number of members of the Advisory Committee. In order to accommodate the practical aspects of convening the members of the Advisory Committee and conducting its deliberations in an effective manner, OHIT suggested that the Advisory Committee initially be limited to 30 to 40 members.
  3. Staggered Terms. The Act provides that members of the Advisory Committee serve for a term of two years. OHIT suggested that the appointment of the Advisory Committee members could be staggered, similar to the way in which the terms of the Board members are staggered, to ensure some continuity in the aggregate experience level of the Advisory Committee from year to year. If, for example, the Committee were to nominate 30 new Advisory Committee members this year for a two-year term, next year (and in subsequent years) the Committee could nominate 10-15 additional new Advisory Committee members.
  4. Reports to Board. The Act provides that the "purpose of the Advisory Committee shall be to advise and provide recommendations to the Authority regarding the ILHIE." To facilitate the communications envisioned by the Act between the Advisory Committee and the Board, OHIT suggested that the Advisory Committee be invited to present a report to the Board at each of the Board's future public meetings.
  5. Meeting Frequency. The Committee discussed OHIT's suggestion that the Advisory Committee have the freedom to establish its own meeting schedule, and that the Advisory Committee would meet no less frequently than the Board.
  6. Chair or Spokesperson. The Committee discussed OHIT's suggestion that the Advisory Committee establish its own governance processes, OHIT would envision that the members of the Advisory Committee would select a spokesperson or chair to represent the Advisory Committee at Board meetings and to assume responsibility for convening the body and facilitating its deliberations. The Committee further discussed that to expeditiously launch the deliberations of the Advisory Committee, consideration should be given to the Board proposing or appointing a specific individual to serve as the Advisory Committee's initial Chairperson.

The members of the Committee discussed the OHIT comments and suggestions, and proceeded to a review of the proposed slate of nominees, which would provide the necessary context for considering the Advisory Committee's structure and governance.

Slate of Advisory Committee Nominees

The OHIT staff provided comments and suggestions regarding a proposed detailed process for the review of potential nominees for the Advisory Committee. Over 70 individuals had applied for consideration for appointment to the Advisory Committee by completing an application form on the Illinois Appointments Website. The applicants were ranked taking into consideration: inclusion of representative individuals from the stakeholder groups identified in the Act; geographic diversity; and individual qualifications.

The Committee discussed at length the list of all potential nominees. The Committee requested that OHIT staff identify more candidates with the following characteristics: resident outside of the Greater Chicago area; Latino ethnicity; FQHCs; long-term care facilities; medical schools; sectors other than healthcare. The OHIT staff proposed to submit a revised list of candidates for the Committee's consideration for another Committee meeting to be scheduled before the next Board meeting on June 22.

Board Officer Vacancies

Dr. Whitaker noted that vacancies existed for the offices of Vice-Chair, Treasurer and Secretary. Dr. Whitaker had had discussions with several Board members regarding their potential interest and availability to serve as the Board's Vice-Chair, and shared some of her conclusions. Following brief discussion, it was noted that Dr. Whitaker hoped to bring to the Committee's consideration at its next meeting a specific recommendation regarding the office of Vice-Chair.

With regard to the offices of Treasurer and Secretary, Laura Zaremba had offered the services of OHIT's Chief Financial Officer, David Fagus, and OHIT's General Counsel, Mark Chudzinski, to fill those positions, respectively, until such time as the Authority had the resources to engage appropriate staff. Following brief discussion, the Committee agreed to propose David Fagus for election as the Board's Treasurer, and Mark Chudzinski as the Board's Secretary.

Inter-Agency Agreement

At its Inaugural Meeting, the Board appointed Laura Zaremba, Director of the Office of Health Information Technology (OHIT), as Acting Executive Director of the Authority, subject to a review by the Governance and Nominating Committee of the Intergovernmental Agreement to be entered into by the Authority and OHIT with respect to the services of Ms. Zaremba, and the approval by the Board of the execution of the Intergovernmental Agreement. The Committee was advised that a form of Inter-Agency Agreement (IGA) had been prepared and was under final review with the necessary State authorities, the completion of which was expected soon. It was proposed and agreed that the final form of the IGA be presented to the Committee's Chair, who would report on the Committee's behalf to the Board a recommendation regarding the approval and execution of the IGA by the Authority.

2012 Board Meeting Dates

It was noted that in compliance with the Illinois Open Meetings Act, and to promote maximum Board member participation in future Board meetings, it would be desirable to establish a schedule of Board meetings for the remainder of 2012 at the earliest opportunity.

Public Comment

There were no comments offered from the general public.


The meeting was adjourned at 4:55 p.m.

Minutes submitted by:
Mark Chudzinski, Acting Secretary