DRAFT

Minutes of Legal Documents Committee

NoVA RHIO

October 27, 2006

  •          Sharon Arndt, Fairfax County

  •          Katie Benghauser & R. Roeper, Senior Navigator

  •          Jacqueline Clancy, Arlington County

  •          Mark Diorio, Northern Virginia Training Center

  •          Alan Goldberg, Lawyer

  •          Kristin Seitz, Northern Virginia Technology Council

  •          Reuben Varghese, Arlington

  In attendance were Sharon, Alan, Kristin and Reuben.  Topics considered and discussed included:

  1.         Form of Organization for NoVA RHIO - A not for profit organization, perhaps a corporation or a limited liability company, under the law of the Commonwealth of Virginia, and a tax exempt organization qualifying under Section 501(c)(3) of the Internal Revenue Code, were discussed as possible organizational approaches for the NoVA RHIO.

  2.         Issues Influencing Organizational Structure - Issues of concern include income taxation exemption and deduction for contributions, the ability to influence political and legislative activities and the limitations upon such influence insofar as particular federal income tax classifications are concerned for state law not for profit organizations, the willingness of organizations other than the NoVA RHIO to influence political and legislative activities enhancing the success of the NoVA RHIO as and when the NoVA RHIO is unable to exercise such influence, and the process for preparation of Form 1023 Application for For Recognition of Exemption.

  3.         Form 1023 Checklist - After some discussion regarding the appropriateness of moving in a not for profit/tax exempt organization direction, versus a for profit direction, group reviewed Form 1023 Checklist items using the Internal Revenue Service form and reference was made from time to time to particular portions of Form 1023, and particular attention was given to the need for financial schedule information and therefore the need for the assistance of skilled accounting talent for financial projection and analysis purposes.
           

  4.         Coordination with Other Committees - Reference was made to the need to share Form 1023 requirements with the Chairs of other Committees and to seek information regarding how and when a consensus will emerge regarding where the NoVA RHIO is going and will eventually be insofar as an information repository or an information conduit or some combination.

  5.         Miscellaneous - Other topics discussed included what is happening in other states such as NC, MD, WVa and in DC, the existence of eight technology councils in NoVA and the significant size of NoVA TC, the Jefferson Hospital closure, obtaining grant funds and government funds, and the importance of privacy of information.

  6.         Meetings - It was determined that at the November 3, meeting, discussion of organizational documents would continue and a discussion of patient privacy, confidentiality, and security issues would commence, and Sharon indicated that the Fairfax County would welcome our attendance at future meetings at the Fairfax County Government Center Building 1, and a revised schedule of meetings at that location was determined as follows (note that location in formation was provided subsequent to this meeting and added for convenience as a part of these minutes):

Friday, November 3 @ 3:30pm, Room 459C (4th floor to right of lobby)

Thursday, November 9 @ 8:00am, Room 443C (4th floor, directly above

lobby)

Tuesday, November 21 @ 12:30pm, Room 443C (4th floor, directly above

lobby) (If needed)

  There being no further business before the Committee, the meeting was adjourned with an expression of appreciation to Ms. Janet Palmisano and to GMU for hospitality and cooperation.

ASG/tt