Minutes of a Meeting of the Legal Documents Committee of the
Northern Virginia Regional Health Information Organization
1. A meeting of the committee was scheduled for 9 AM on January
30, 2007 via telephonic conference and commenced in a timely
manner, and joining the committee were guests Leslie Ellwood,
MD and Jane Woods.
2. The agenda for the meeting included a review of materials
from the Finance Committee provided by Dr. Ellwood consisting
of a chart of many focus groups and areas of concern relating
to their key issues and questions, and an Elder Law Survey Group
chart listing issues being debated and related to, inter alia,
security, privacy, and other relevant concerns, and a draft
summary provided by J.P. Auffret setting forth background and
possible operational implementation information in anticipation
of a draft business plan later to be provided for review.
3. Dr. Ellwood reviewed some of the Finance Committee materials
and information and shared additional insights regarding efforts
further to engage physicians and medical society participation
in the ongoing process and Jane shared information regarding
legislative initiatives in Richmond that can enhance and benefit
the overall
effort supplemented by information provided by Kristin.
4. The three critical formation documents were discussed by
Alan and include the corporate charter, the corporate by-laws,
and the application for recognition of exemption to be filed
with the Internal Revenue Service, and Alan commented upon the
differences between Section 501(c)(3) and 501(c)(4) of the Code
and the implications of
those differences relating to receipt of gifts and donations
and the Section 501(c)(3) benefits of deductibility to the donor,
operational implementation and the mission of the organization,
political activity, public perception, and time period for obtaining
a tax ruling, and the committee will give further thought to
these matters in anticipation of providing a commendation with
respect to document content and tax ruling direction. The committee,
and eventually the proposed members of the Board, will review
the draft critical formation documents regarding their (1) alignment
with the discussion and intentions of the other committees,
(2) and to assure that the documents are logical in
both structure and purpose, and (3) that the documents reflect
reality, so that the documents are understandable, responsive,
and coherent with their essence and spirit accurately being
reflected.
5. In addition, Alan discussed the conflict of interest policy
and financial statement requirements for the application for
recognition of exemption, and the need to address financial
projections involving likely receipts and expenditures upon
commencement of operations and addressing the possibility of
changes over time.
6. Regarding the possibility of cooperative efforts with other
regional health information organizations or other organizations
generally that could require structural changes and responsive
to Sharon's inquiry about how this could be done documentwise,
Alan said that the formation and other documents will be prepared,
to the extent
possible, to submit to such changes with minimal burden and
no dysfunction.
7. The need for a board of directors and officers being identified
was discussed, as affected by the availability of insurance
for officers and directors provided by an insurance policy.
8. The next conference call/meeting dates suggested include
February 12, 16, 23, and 26 at 9 AM via telephone conference,
in anticipation of the March 2, 2007 plenary meeting, and further
information regarding the actual dates will follow soon. There
being no further business before the committee, those present
expressed appreciation to Dr. Ellwood and to Jane for their
presence and participation and the meeting was adjourned at
9:50 AM.
Respectfully submitted,
Alan S. Goldberg, Co-Chair and Secretary Pro-Tem
ASG/tt
