EXECUTIVE SUMMARY

The board meeting agenda holds the key to running meetings more efficiently and with fewer discussions going off the tracks.

• Surgery center boards can use a consent agenda to expedite votes on noncontroversial and minor items, including approval of previous meeting minutes.

• The most important items on the agenda should be put ahead of items for which no discussion or action are expected.

• Present financial statements in a way that emphasizes the important items and de-emphasizes trivial ones.


It’s rare to find someone who enjoys spending hours in a board meeting. Yet, ASC governing boards must meet regularly for oversight. The solution is to create a more efficient meeting agenda.

“Every surgery center board has to have meetings, minutes, and requirements, so the question is ‘How can we improve the board agenda?’” says John Goehle, MBA, CPA, CASC, chief operating officer at Ambulatory Healthcare Strategies in Rochester, NY. In 2015, Goehle wrote a book on governing board agendas, titled, Ambulatory Surgery Center Governance — A Guide for Ambulatory Surgery Center Owners & Governing Body Members. If the agenda is designed well, most board meetings can be completed within 45 minutes or less, he says.

The following are ways ASCs can improve their board meeting agendas and shorten meetings:

• Make use of a consent agenda. A consent agenda is when several agenda items are batched together for one vote. They are the noncontroversial items, which do not require any discussion. These might include:

- approval of previous board meeting minutes;

- review of financial statements;

- approval of a policy manual;

- approval of administrator reappointments;

- approval of the formulary;

- approval of policies and procedures.

“You put those things under the consent agenda, and before the meeting starts, people can say, ‘I don’t want that in the consent agenda. Let’s pull that out and have a discussion,’” Goehle says.

The meeting facilitator can say, “In front of you is a consent agenda. Does anyone have any objections to approving it?” If everyone agrees, then the consent agenda is approved.

The whole idea of the consent agenda is to avoid engaging in long conversations about items on which everyone already agrees and to expedite the meeting by holding one vote rather than multiple votes, Goehle adds.

• Break down important meeting elements. Put the most important items on the agenda that are within the board’s responsibility first.

“Put front and center quality improvement and risk management as one of the first things you talk about,” Goehle suggests.

ASC boards should review the quality improvement meeting minutes and focus only on the areas that require board action or discussion.

“For example, say during the quarter you had five incidents and four of those incidents were just things that happened, such as somebody was transferred to the hospital prior to surgery because of new onset cardiac issues,” Goehle says.

In those cases, investigations found that the ASC had no effect on those incidents. They just happened, and so there would be no change to policy and procedures because of them.

“No one has to be disciplined or fired,” Goehle says. “So, you don’t want to talk about that during board meetings because nothing happened with those four incidents.”

But suppose the fifth incident was a fall that injured the patient.

“During the investigation by the QI committee, it was discovered there was no policy with regard to risk assessment, so the QI committee recommended a change in policy to have a fall risk assessment program,” he explains. “Only the governing board can approve that policy, so this is something the board has to discuss.”

• Set expectations from the start of the meeting. “I’m usually the meeting facilitator, and what I would try to do is gently say, ‘We have a very tight agenda today,’” Goehle says. “‘There’s information in a packet that I’ve provided to you, and I’d be happy to talk with you after the meeting, but I’d really like us to focus on things that have a discussion and/or decision point.’”

For most organizations, the person who will keep the meeting on track is the administrator who created the agenda and is actively involved in meetings. Administrators can ask experienced facilitators to run the meeting, too, he adds.

• Not all financial statements require a discussion and vote.

Administrators might ask governing board members for feedback about each quarter’s financial statement prior to the meeting, Goehle says. The administrator could ask, “Are there any things we need to discuss for the board meeting, or should I include it in the consent agenda?” Anytime a financial report is not included in the consent agenda, it becomes an important agenda item for discussion. Goehle has learned from experience with a board meeting that went off track that it’s wise to present financial reports in a way that reduces sidebar discussions and facilitates discussions.

“Several years ago, I put together a financial statement that showed a percentage over budget,” he recalls. “During the board meeting, one person went through the items and picked out things that were way over budget. One line item was 200% over budget.”

The board member perseverated on that single item, leading the board into a 15-minute discussion about how to handle that one item. But the line item was a water fountain that had a $75 budget and a $200 expense.

“The dollar amount involved was very small,” Goehle says. “But because I had showed the percentage over budget for each line item, I misdirected the governing body to look at this. They should have spent time discussing how the supply costs were $30,000 over budget for the month.”

The $30,000 was a smaller percentage over budget, but the dollar amount made it more important. The answer to this one might have been that revenue was up by $200,000, so the ASC had handled more cases in the past month, which would also lead to more use of supplies, Goehle adds. Instead of focusing on line items that mattered and needed explanation, the board began to discuss how someone could monitor the water fountain for a few days.

“It was funny, after a while,” Goehle says.

The financial report does not need micro details, and meeting time was wasted because of how the information was presented.

“It was my fault in the first place,” Goehle admits. “A good administrator will know how to present information in a way that will help them make these decisions.”

• Present operational reports as brief dialogue. ASCs can ask the medical director, administrator, and business office manager to present reports, if applicable. The reports should be sent with the advance packet to board members so the information does not have to be repeated aloud.

“During the meeting, the administrator and medical director will say, ‘The report is in there, and I’d like to highlight these items,’” Goehle says. “This should take no more than two minutes.”

For example, an administrator’s report might go like this: “I’ve hired two more people. We have some staff members on maternity leave right now, and we need to consider a pay raise at this meeting.”

Most surgery centers might not include written reports with the agenda packet. In these cases, centers should keep the oral report short. The best strategy is to begin the reports with noncontroversial items that require no votes and to end it with items that need a decision point, Goehle adds.

“The board meetings are meant for a dialogue, talking about everything that happened over the last three months,” Goehle says. “But people will sit around and look at their cellphones when we want them to focus on those issues that require dialogue.”

If there are any policy changes that are noncontroversial, these do not need to be discussed, he adds.

• Handle controversial issues expediently. ASC administrators or facilitators might learn how to introduce controversial topics cautiously. The idea is to avoid wasting time. Here’s one strategy for beginning the report: “I have a total of five incidents — four we don’t need to speak about. They were all preoperative transfers to the hospital, and there were no issues with those. The fifth was an injury to a patient. We investigated it and found it was from a fall, and we need a fall prevention policy,” Goehle suggests.

The administrator could continue by saying that a fall prevention policy proposal is in the agenda packet and ask if anyone has any questions or issues to raise, he adds.

“The administrator focuses on everyone and gets them back on track, asking, ‘Is there any discussion?’ and ‘Can we approve these policies and move on?’” he says.

• Pay attention to the meeting minutes. “The wrong way to do minutes is to expect the administrative assistant to write these things up,” Goehle says. “These minutes are legal documents that are very important.”

He also recommends that ASCs avoid making audio tapes of sessions. Administrators or a designated minutes’ expert can document the minutes by hand or in an electronic document, following a template that is well-structured. The important thing to remember with meeting minutes is that if something is not documented in the minutes, then it’s as if it never happened.

“So, if we didn’t document that you approved the new fall prevention policy, then it never happened,” Goehle says.

For votes, they’re indicated by writing, “approved by the governing body.” If it wasn’t unanimous, then add, “with one (or 2, 3, etc.) dissent.”

For ASCs with very small boards of one or two people, meeting minutes still are a good way to document the actions that are made, even if someone is just meeting with him- or herself. Board meeting minutes are not protected from disclosure in court cases, Goehle notes.

“The minutes reflect how the governing body carried out its responsibility,” he says. “One important thing is you don’t want them to be only one page long.”

It’s also important to thoroughly document every vote and item on the agenda while ensuring such documentation is not worded in a way that could cause legal problems later, especially when the board is discussing protected information, such as privacy issues, he adds.

• Focus on key points in improving board meetings. Goehle recommends that boards keep the following main points in mind:

1. Make sure meetings focus on items the board must decide.

2. Make sure meeting minutes reflect every action that was taken and include some background information that makes sense of the action.

3. Keep meeting minutes specific, but without extraneous details.

4. Focus on the discussion, not the background information, at meetings, because the board should know the background details.