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Illinois HIE Authority Minutes for April 27 2011 

Minutes of the April 27, 2011, Inaugural Meeting of the Governing Board of the Illinois Health Information Exchange Authority - Approved June 22, 2011

The Board of Directors (the “Board”) of the Illinois Health Information Exchange Authority (“Authority”), pursuant to notice duly given, held its Inaugural Meeting at 1 p.m. on April 27, 2011, at the Michael A. Bilandic Building, Room N-505, 160 N. LaSalle Street, Chicago, IL 60601.

Appointed Members Present:

  • Dr. Bechara Choucair
  • Mr. David Holland
  • Dr. William Kobler
  • Mr. Mark Neaman
  • Dr. Nancy Newby
  • Dr. Nicholas Panomitros
  • Dr. Bruce Wellman
  • Dr. Cheryl Whitaker

Ex-Officio Members Present:

  • HFS – Director Julie Hamos
  • DPH – Director Damon T. Arnold, MD
  • DHS – Secretary Michelle R.B. Saddler

OHIT Staff Present:

  • Laura Zaremba
  • Mark Chudzinski
  • Diego Estrella
  • David Fagus
  • Ivan Handler
  • Krysta Heaney
  • David Kim
  • Saroni Lasker
  • John Lekich
  • Mary McGinnis
  • Cory Verblen

Members Absent:

  • OOG – Mr. Michael Gelder
  • DOI – Director Michael T. McRaith
  • Vacancies: Executive Director

Call to Order and Roll Call

Laura Zaremba, Director of the State of Illinois Office of Health Information Technology, and the designated State of Illinois Health Information Technology Coordinator, welcomed the appointed and ex-officio members of the Illinois Health Information Exchange Authority, as well as the members of the general public in attendance. The Office of Health Information Technology (OHIT) had arranged for the convocation of the newly appointed Directors of the Authority, and until a Chairperson of the Authority is elected by the Board, Ms. Zaremba would serve as the Chair of this meeting, and OHIT's General Counsel, Mark Chudzinski, would act as the secretary until such time as this Board elects a Secretary. Mr. Chudzinski confirmed the presence of the Members of the Authority Board noted above.

Approval of Agenda

There were no proposed revisions to the meeting Agenda, as posted in advance of the meeting in accordance with the Illinois Open Meetings Act.

Swearing in Ceremony

The Honorable Lee Preston, of the Circuit Court of Cook County, administered the oath of office to the appointed Members of the Board.

Board Introductions

Each member of the Authority Board present briefly introduced himself or herself.

Governance

Laura Zaremba advised that OHIT had prepared for the Board's consideration some policies and structures to facilitate the Board's future deliberations and actions. Proposed for the Board's consideration was a set of five resolutions which deal with governance matters, namely the adoption of By-Laws, the Election of Officers, the Formation of two Committees, the approval of a Meeting Schedule for the remainder of the Board's first year of office, and the adoption of Public Comment Guidelines. Written resolutions regarding these matters had been prepared and circulated in advance to the members of the Board.

Adoption of By-laws

Mark Chudzinski, OHIT's General Counsel, provided an overview of the proposed By-laws and related governance resolutions. The By-laws complete and supplement the requirements that are already embodied in Illinois law which will apply to the Board's deliberations, such as those contained in the Open Meetings Act and the Administrative Procedure Act. A copy of the proposed By-laws of the Authority had been provided to each Director in advance of this meeting. Following a brief discussion, the Bylaws in the form presented to the Board were unanimously adopted by the voting members of the Board present as the Bylaws of the Illinois Health Information Exchange Authority.

Election of Chair

Laura Zaremba advised that OHIT had prepared for the Board's consideration that at this meeting the Board should elect from among its appointed Directors one to serve as the Chair with immediate effect, and for the Board to consider at future meetings the election of a Vice-Chair, a Secretary and a Treasurer, based on recommendations made by a committee of Directors to be appointed at this meeting which would act as the Governance and Nominating Committee.

In accordance with the adopted By-laws, the Chair, elected annually from among the appointed Directors, shall be the Chief Executive Officer of the Board, and shall preside at all meetings of the Board when present. In connection with facilitation of this Inaugural Meeting, OHIT had the opportunity to discuss with the appointed Directors their potential availability and interest in serving as the Chair. Ms. Zaremba advised that Dr. Cheryl Whitaker has indicated an interest in serving as the Chair and has agreed to have her name placed in nomination for that position.

A motion duly made and seconded to elect Dr. Cheryl Whitaker as Chair of the Authority for a term of one year, or until such time as her successor is elected by the Board, was unanimously adopted by the voting members of the Board present.

Creation of Committees

Laura Zaremba ceded chairmanship of the meeting to Dr. Cheryl Whitaker. Dr. Whitaker thanked Laura Zaremba.

The Board next considered the formation of committees. The By-laws provide the Board with the authority at its discretion to create several committees. OHIT had proposed that the Authority adopt an incremental approach to the formation of its governance structure, driven by the recommendations of a Governance and Nominating Committee. OHIT had prepared for the Board's consideration a Resolution whereby two committees would be initially formed, a Governance & Nominating Committee and a Budget and Finance Committee. A copy of the written text of the Resolution has been previously circulated to the members of the Board.

Mr. Chudzinski read the specific charge of each of these committees reflected in the Resolution.

The Resolution defines the charge of the Governance and Nominating Committee as follows:

"The Governance and Nominating Committee shall serve in an advisory capacity to the Board on the governance and leadership structures and conduct of the Board. The Committee's role is to determine the slate of nominees for election by the Board to the Authority's Advisory Committee, to identify and recommend candidates to fill vacancies in Board Offices and Committees, to review, evaluate and recommend changes to the Authority's governance framework, structures and procedures, including its Bylaws, and to review the Authority's policies and programs that relate to stakeholder involvement in the operations of the Authority. The Committee's actions and recommendations shall be consistent with and subject to the requirements of the Illinois Health Information Exchange and Technology Act. The membership of the Committee consists of at least three directors. The Board appoints the members of the Committee and may remove any member from the Committee at any time with or without cause."

The Resolution defines the charge of the Budget and Finance Committee as follows:

"The Budget and Finance Committee oversees the fiscal health of the Authority. The Committee reviews the periodic reports of the Authority's Treasurer regarding balance sheets, income and expense items, reviews the draft budget and makes recommendations to the Board for approval. The membership of the Committee consists of at least three directors. The Board appoints the members of the Committee and may remove any member from the Committee at any time with or without cause."

Dr. Whitaker noted that in connection with facilitation of this Inaugural Meeting, OHIT had the opportunity to discuss with the Directors their potential availability and interest in serving as members of the Governance and Nominating Committee and/or the Budget and Finance Committee. Dr. Whitaker advised that the following directors had indicated an interest in serving as members of the Governance and Nominating Committee and have agreed to have their names placed in nomination for membership on that Committee: Dr. Bechara Choucair, Mr. David Holland, Dr. William Kobler, Dr. Nancy Newby, Dr. Nicholas Panomitros, Dr. Cheryl Whitaker, and the Director (Dr. Damon Arnold) or his designee of the Illinois Department of Public Health. She also advised that the following directors have indicated an interest in serving as members of the Budget and Finance Committee and have agreed to have their names placed in nomination for membership on that Committee: Mr. Mark Neaman, Dr. Bruce Wellman, Dr. Cheryl Whitaker and the Director (Julie Hamos) or her designee of the Illinois Department of Healthcare and Family Services.

A motion duly made and seconded to approve the Resolution, which establishes these two committees, their charter, and their initial membership, was unanimously adopted by the voting members of the Board present.

Schedule of Board Meetings

Dr. Whitaker noted that the Illinois Open Meetings Act requires certain State of Illinois governmental and quasi-governmental bodies to establish and publish a schedule of meetings for each year. In connection with facilitation of this Inaugural Meeting, OHIT had the opportunity to discuss with the appointed Directors their potential availability for Board meetings, and has proposed the following meeting schedule for the remainder of the Board's first year term of office:

Date/Location

  • June 22, 2011, Springfield
  • September 7, 2011, Chicago
  • November 16, 2011, Springfield
  • January 11, 2012, Chicago
  • February 22, 2012, Springfield

A motion duly made and seconded to approve the Resolution, which establishes a schedule of meetings for the remainder of the Board's first year term of office, was unanimously adopted by the voting members of the Board present.

Guidelines for public comment

Dr. Whitaker noted that the Bylaws provide that the Board may by resolution adopt guidelines for the expression of public comment in connection with meetings of the Board, and OHIT has proposed for the Board's consideration the adoption of such guidelines.

Mr. Chudzinski read the proposed guidelines reflected in the text of the Resolution provided to each member of the Board. A motion duly made and seconded to approve the Resolution, whereby the Board adopts guidelines for the expression of public comment in connection with meetings of the Board, was unanimously adopted by the voting members of the Board present.

Inter-Agency Agreement

Dr. Whitaker noted that the governance items on the Agenda had been considered, and the Board would now consider the administration of the Authority in the near-term. OHIT had prepared for the Board's consideration three relevant resolutions: a Resolution whereby the Board appoints OHIT's Director, Laura Zaremba, as the Authority's Acting Executive Director; a Resolution, whereby the Board directs the Acting Executive Director to prepare a budget for the Authority in consultation with the Budget and Finance Committee; and a Resolution whereby the Board directs the Acting Executive Director to prepare a Network Operations Plan for the Authority.

Mr. Chudzinski read the operative text from the Resolutions previously provided to each member of the Board, as follows:

"Appointment of Acting Executive Director. Laura Zaremba, Director of the Office of Health Information Technology (OHIT), is hereby appointed by the Board to serve in the capacity of 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."

"Preparation of FY2012 Budget. The Board hereby directs Laura Zaremba, as Acting Executive Director of the Authority, to prepare for the review of the Budget & Finance Committee an operating budget of the Authority for the July 1, 2011 – June 30, 2012 Fiscal Year."

"Preparation of Network Operations Plan. The Board hereby directs Laura Zaremba, as Acting Executive Director of the Authority, to prepare for the review of the Board a plan for the development, acquisition and implementation by the Authority of the technology and services necessary or desirable for the establishment of a state-level health information exchange in Illinois."

Dr. Whitaker invited Laura Zaremba to publicly comment on the near-term role of the Acting Executive Director and the relationship of OHIT and the Authority. Following the comments from Ms. Zaremba and a brief Board discussion, a motion duly made and seconded to approve the Resolution, whereby the Board appoints OHIT's Director, Laura Zaremba, as the Authority's Acting Executive Director, was unanimously adopted by the voting members of the Board present.

Preparation of Budget

Laura Zaremba commented on the preparation of the Authority's budget for the coming fiscal year. Following the comments from Ms. Zaremba and a brief Board discussion, a motion duly made and seconded to approve the Resolution, whereby the Board directs the Acting Executive Director to prepare a budget for the Authority in consultation with the Budget and Finance Committee, was unanimously adopted by the voting members of the Board present.

Preparation of Network Operations Plan

Laura Zaremba commented on the preparation of the Authority's Network Operations Plan. Following the comments from Ms. Zaremba and a brief Board discussion, a motion duly made and seconded to approve the Resolution, whereby the Board directs the Acting Executive Director to prepare a Network Operations Plan for the Authority, was unanimously adopted by the voting members of the Board present.

Public Comment

In accordance with the Guidelines for Public Comment which had been earlier approved by the Board, Dr. Whitaker invited comments from the general public in attendance.

Ms. Kimberly Baldwin-Stried Reich, President-elect of the Illinois Health Information Management Association (ILHIMA), advised that the members of her organization were professionally engaged in health information management and looked forward to following the deliberations of the Authority, and being supportive of the development and implementation in Illinois of a state-level health information exchange.

There were no other comments offered from the general public in attendance.

Adjournment

The meeting was adjourned at 1:50 p.m.

Minutes submitted by:
Mark Chudzinski, Acting Secretary