xt7xgx44rk44 https://exploreuk.uky.edu/dips/xt7xgx44rk44/data/mets.xml Lexington, Kentucky University of Kentucky 1978077 minutes English University of Kentucky Contact the Special Collections Research Center for information regarding rights and use of this collection. Minutes of the University of Kentucky Board of Trustees Minutes of the University of Kentucky Board of Trustees, 1978-07-jul7-ec. text Minutes of the University of Kentucky Board of Trustees, 1978-07-jul7-ec. 1978 2011 true xt7xgx44rk44 section xt7xgx44rk44
Minutes of the Special Cl'l-ed Meeting of the Executive
Committee of tile Board of Trustees, University of Kentucky,
Fridazy ea July , 1978.
The Executive Committee of the Board of Trustees of the
Universitv of Kentucky met in the Board Room on the 18th floor
of the Patterson Office Tower on the Lexington campus at 3:00 p.m.
(Eastern Daylight Time) on Friday, July 7, 1978, pursuant to notice
sent to all members on June 27, 1978. Certain items were added
to the agenda subsequent to that notice. A waiver of notice
regarding these additional items was executed by all of the
members of the Executive Committee, a copy of which is appended
at the end of the Minutes. The following members answered the
call of the roll: Mr. William B. Sturgill, Chairman, Mr. William
R. Black, Mr. Albert G. Clay, Ar. George W. Griffin, and Professor
Paul G. Sears, Ex-Officio Secretary. Mr. Richard E. Cooper was
not present. The University administration was represented by
President Otis A. Singletary, Vice Presidents Lewis W. Cochran,
Raymond R. Hornback, ant Donald B. Clapp; and Mr. John Darsie,
Legal Counsel. Representatives of the various news media were
also in attendance.
A. Meeting Opened
Mr. Sturgill, Chairman, called the meeting to order at 3:00
p.m. Following the invocation pronounced by Mr. Black, the
secretary called the roll and reported a quorum, present. The
meeting was declared officially open for the conduct of business
at 3:03 p.m.
B. Minutes Approved
On motion, duly made, seconded and carried. the reading of
the Minutes of the June 6, 1978, meeting of the Executive Committee
and the June 2L. 1976, Speci-al Called Meeting of the Board of
Trustees was dispensed with and the Minutes of the two meetings
were approved as published.
At the recuest of Mr. Sturgill, the secretary read the Minutes
of the Telephone Conference Call Meeting of the Executive Committee
held on June 30, 1978. On motion by Mr. Griffin, seconded by Mr.
Clay, and passed, the Minutes of the June 30, 1978, Telephone
Conference Call Meeting were approved as read.
C. Capital Construction Projects (PR 1)
President Singletary recommended that two capital construction
projects be approved for transmission to the Council on Higher
Education, noting that the estimated costs of the two projects were
less than $100,000 each and, therefore, had not been submitted to
the Council earlier. The final cost figure on each project exceeds
$100,000 and now requires Council approval.
On motion by Mr. Clay, seconded by Mr. Black, and passed
without discussion, the capital construction projects for the
paving of the Blue Lot at Commonwealth Stadium and the Shively
Sports Center Addition were apDroved for transmission to the
Council on Higher Education. (See PR 1 at the end of the Minutes.)
D. College of Medicine Budget for 1978-79 (PR 2)
Since the College of Medicine Budget had been discussed and
approved in the telephone conference call on June 30, 1978,
Mr. Clay moved ratification of the action taken on June 30, 1978,
approving the College of Medicine Budget for the fiscal year 1978-79.
His motion was seconded by Mr. Griffin and passed without dissent.
(See PR 2 at the end of the Minutes.)
E. Agreement Between University of Kentucky Board of Trustees
and the Kentucky Medical Services Foundation, Inc. (PR 3)
President Singletary noted that the Executive Committee had
received a draft copy of the agreement between the University of
Kentuckv Board of Trustees and the Kentucky Medical Services
Foundation, Inc. which had been approved "in principle" during
the telephone conference call on June 30. The final agreement,
incorporating the changes discussed in the June 30 call, had been
mailed to the Board prior to the July 7 meeting. He then asked
for approval of the agreement and authorization for him to sign it
for the Board of Trustees.
Since the agreement had been discussed fully in the telephone
conference call, on motion by Mr. Black, seconded by Mr. Griffin,
and passed, the agreement between the Board of Trustees of the
University of Kentucky and the Kentucky Medical Services Foundation,
Inc., was approved and President Singletary was authorized to
execute the agreement. (See PR 3 at the end of the Minutes.)
F. Supplemental Recommendations of the President (PR 4a)
President Singletary recommended that PR 4a, which contained
routine appointments and personnel changes, be approved as a whole.
Without discussion on motion by Mr. Black, seconded by Professor
Sears, and passed, PR 4a, Supplemental Recommendations of the
President, was approved as a whole. (See PR 4a at the end of the
Minutes.)
G. Appointment of Medical Staff, University Hospital (PR 4b)
President Singletary reminded the Executive Committee members
that under the Bylaws of the Medical Staff, University Hospital,
which were approved by the Board at the April 4, 1978, meeting,
the Board of Trustees or its Executive Committee must approve
appointments to the Medical Staff of the Hospital. He recommended
such approval be given to the physicians and dentists listed as a
part of PR 4b.
-29-
-3-
On motion by Mr. Clay, seconded by Mr. Black, and passed,
the appointments to the Medical Staff, University Hospital, as
recommended in PR 4b, were approved. (See PR 4b at the end of the
Minutes.)
H. Budget Revisions for 1978-79 (PR 4c)
Without discussion, on motion by Mr. Black, seconded by Mr.
Griffin, and passed, the Budget Revisions for 1978-79 as recommended
in PR 4c were authorized and approved. (See PR 4c at the end of
the Minutes.)
I. Meeting Adjourned
There being no further business to come before the meeting,
on motion duly made, seconded and carried, the meeting was
declared adjourned at 3:15 o'clock.
Respectfully submitted,
Paul G. Sears, Secretary
Board of Trustees
(Waiver of Notice, PR's 1, 2, 3, 4a, 4b, and 4c which follow are
official parts of the Minutes of the Meeting.)
WAIVER OF NOTICE
We, the undersigned, being all the members of the Executive
Committee of the Board of Trustees of the University of
Kentucky hereby waive any and all requirements relating to
notice of items to be considered at the meeting of the
Executive Committee at 3:00 p.m. (EDT) on Friday, July 7,
1978, including the requirements of KRS 164.170, and consent
to the transaction of business relating to the following
items:
Supplemental Recommendations of the President
Capital Construction Projects
Appointment of Medical Staff, University Hospital
1978-79 Budget Revisions
William . ,SturgiIl, Chairman
Albert G. Clay C
Wil R. BYack 7
George -Griffin
Richard E. Cooper
Office of the President
July 7, 1978
PRZI
Members, Executive Committee, Board of Trustees:
CAPITAL CONSTRUCTION PROJECTS
Recommendation: that the Board approve capital construction projects for
the paving of the Blue Lot at Commonwealth Stadium and the Shively Sports
Center Addition for submission to the Council on Higher Education.
Background: The estimated costs for these two projects were less than
$100, 000 each and based on their estimates the projects were not submitted
for approval by the Council on Higher Education. The final cost figures on
both projects exceed $100, 000 and they now require Council approval. Funds
were previously budgeted for both projects.
Action taken:
Approved
Disapproved
D t 9 71
Other
Date:
_, 1978
Office of the President
July 7, 1978
PR
Members, Executive Committee, Board of Trustees:
COLLEGE OF MEDICINE BUDGET FOR 1978-79
Recommendation: that the Board approve the attached 1978-79 budget for
the College of Medicine.
Background: The 1978-79 Operating Budget for the University of Kentucky
adopted by the Board of Trustees on May 9, 1978 omitted the College of
Medicine because of the pending changes in the practice plan. The attached
budget reflects the changes in the practice plan which resulted from the
adoption on June 20, 1978 of the tBoard of Trustees Resolution Regarding
Medical Practice Plan. " The fundamental change from previous budgets
is the omission of practice income which will be handled effective July 1,
1978 by the external corporation rather than the University. This is the
same budget approved by the Executive Committee of the Board of Trustees
during the conference call of June 30, 1978.
Action taken:
Approved )X
Disapproved
Date: 1978I
2
Other
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Office of the President
July 7, 1978
PR 3
Members, Executive Committee, Board of Trustees:
Approval of Agreement Between University of Kentucky and
Kentucky Medical Services Foundation, Inc.
Recommendation: that the Board approve the attached agreement between the
Board of Trustees of the University of Kentucky and Kentucky Medical Services
Foundation, Inc. which was negotiated pursuant to the "Board of Trustees Reso-
lution Regarding Medical Practice Plan" adopted on June 20, 1978.
Background: The Board action on June 20, 1978 provided that:
"The President is authorized to negotiate and execute a contract,
subject to approval of the Board of Trustees, with an appropriately
qualified organizational entity for carrying out necessary functions
and assuming the responsibilities involved in the administration of
income for professional services under the plan. "
Kentucky Medical Services Foundation, Inc. meets the "criteria" specified
under Section III A for the appropriately qualified organization. The attached
agreement conforms to the provisions of the June 20 Board resolution and
specifically satisfied the "conditions" set forth in Section III B. The substance
of the attached agreement is the same as the document approved "in principle"
by the Executive Committee of the Board of Trustees during the conference
call of June 30, 1978 with the exception of the language added in the last
sentence of Section 13-A. The contract was approved on June 30, 1978 by
the Board of Directors of Kentucky Medical Services Foundation, Inc.
Action taken: Approved , Disapproved Other
Date: c\LLJ 17 1978
TRIS AC EMEaNT made and entered into this day of
, 1978, by and between the BOARD OF TRUSTEES OF THE
UNIVERSITY OF KENTUCKY, a statutory body corporate existing pur-
surant to Section 164.100 et seq of the Kentucky Revised Statutes
(hereinafter referred to as the University) and MENTUCKY '1aDICAL
SERVICES FOU1MDATIO, INC. , a non-stock, non-profit corporation
formed pursuant to Chapter 273 of the Kentucky Revised Statutes
(hereinafter referred to as the Foundation).
WITNESSETH:
Section 1. RECITALS
A. Foundation is organized for the purposes stated in
its Articles of Incorporation as a non-stock, non-profit corpora-
tion and will use and apply the whole or any part of its income
and principal exclusively for charitable, scientific, or educational
purposes at or for the benefit of, the University of Kentucky
Medical Center.
B. A substantial number of University's faculty in its
College of Medicine have heretofore executed agreements with
Foundation, known as "Practice Agreements and Assignments" where-
by said faculty have assigned to Foundation their professionally
generated clinical income.
C. The recruitment and retention of the members of the
medical faculty of the University will be improved by permitting
the said members to supplement, by income from the practice of
medicine, the salaries provided by the University.
D. The University recognizes that the medical practice
activities of its faculty members can be conducted in a more
efficient and economical manner. if those faculty members who
produce income are permitted, through the medium of the Founda-
tion, to exercise a larger voice in the expenditure of the funds
so produced.
E. The University has heretofore established, in addi-
tion to its previously adopted Physicians Service Plan, a
"geographic full-time medical service plan", the said geographic
full-time plan having been adopted on June 20, 1978; said action
is hereby incorporated by reference as if set out i- full herein.
F. The aforementioned action of University's Board of
Trustees authorized the University's President to negotiate and
execute a contract, subject to the approval of said Board, with
an appropriately qualified entity for carrying out necessary
functions and assuming the responsibilities involved in the ad-
ministration of income for professional services under the plan.
NOW THREFOORE, the parties hereto agree as follows:
Section 2. DEFINITIONS
A. "The Plan" means the geographic full-time medical
service plan for the University of Kentucky College of Medicine
established by action of the Board of Trustees of said University
dated June 20, 1978.
B. "Clinical income" means (i) all payments for pro-
fessional services rendered to or with respect to patients whether
denominated as diagnosis, treatment, evaluation, or consultation
and whether said payments be characterized as fees, retainers, or
otherwise, and (ii) all payments whether direct or in kind, (ex-
cluding actual travel costs) for oversight or administration
of, or consultation with, facilities, programs, or other opera-
tions providing care, services or evaluation relating to patients,
and (iii) witness fees or other payments relating to depositions
or other evaluations in the capacity of an expert witness. Pro-
vided, however, that nothing contained herein shall be deemed
to include in the term "clinical income" any item excluded there-
from by paragraph II, B of the plan.
-2-
C. "Practice agreements" means those documents, de-
nominated Practice Agreements and Assignments heretofore executed
by certain members of University's faculty, the University, The
Fund for Advancement of Education in the University of Kentucky
Medical Center and the Foundation.
Section 3. NATURE OF MME AGREEDIET
A. Pursuant to paragraph III, A. of the aforementioned
action of University's Board of Trustees dated June 20, 1978,
University hereby recognizes Foundation as an "appropriately
qualified organizational entity" as described therein for carry-
ing out necessary functions and assuming the responsibilities
involved in the administration of income for professional services
under University's "geographic full-time medical services plan".
B. The parties recognize that amendments to this agree-
ment may be necessitated in the first year of its operation due
to the complexities of certain of the matters contained herein.
Such amendments may be made from time to time by mutual consent.
Section 4. BILLING AND COLLECTION
A. Foundation agrees that it will accept, pursuant to
practice agreements the assignment of all clinical income by
participants in the plan and, in accordance with such assignment,
agrees to bill the amount of duly established charges for pro-
fessional services to parties determined to be responsible for
payment of such charges, with the exception of the billing and
collection of the professional component of combined charges for
institutional (hospital and clinical) and professional services.
University hereby agrees to bill and collect said professional
component of combined charges in accordance with University
policies and procedures and to remit monthly to Foundation the
net amount collected which is attributable to the professional
component of said combined charges. The determination of the
net amount collected which is attributable to professional
-3-
components of such charges will be in accordance with the exist-
ing basis and method utilized by University for such determination.
B. University, in order to assure proper transition,
safeguard University assets, and provide an appropriate period
for the relocation of certain of its current personnel hereby
agrees to perform the aforementioned billing and collection func-
tion for the period beginning July 1, 1978 and ending November 30,
1978 and to remit collections for professional services rendered
on or after July 1, 1978 by faculty who have executed practice
agreements to Foundation.
C. Provision for the performance of the billing and
collection function, including billing and collection of charges
for the professional services of faculty who have not executed
practice agreements, including those covered by the current PSP
and DSP will be the subject of an addendum hereto which will be
executed by the parties prior to December 1, 1978.
D. Foundation agrees that it will, through appropriate
contractual arrangements, provide for the collection of its de-
linquent accounts by Health Care Collection Service, Inc., a
Kentucky non-profit corporation, under the same terms and condi-
tions as that corporation now collects accounts for the University.
Provided, however, that Foundation may require, as a condition
precedent to said contractural arrangement, that said corporation
amend its Articles of Incorporation and By-Laws to provide that
a person designated by Foundation serve as a member of the Board
of Directors of said corporation.
Section 5. REIMBURSE T OF UIVERSIM
A. In accord with paragraph II, D. 2 of the plan, the
parties recognize that Foundation must reimburse University for
actual expenses incurred by it which are attendant to the produc-
tion of clinical income.
B. Foundation, in order to provide for reimbursement of
-4-
University expenses hereunder, agrees that it will cause to be
deposited, on a current basis, in a segregated account, an amount
ecual to sixteen and one-half (16.5%) percent of all monies
collected by it which are attributable to clinical income, until
said segregated account shall contain the sum of Nine Hundred
Twenty-Eight Thousand ($928,000.00) Dollars.
C. Foundation agrees to pay to University, from said
account, as reimbursement for the provision of professional
liability insurance, the sum of Two Hundred Twenty-Eight Thousand
($228,000.00) Dollars in seven (7) equal monthly installments,
the first said installment being due and payable on December 31,
1978 and monthly thereafter until June 30, 1979.
D. Foundation agrees to pay to University, from said
account, as reimbursement for the remainder of the expenses atten-
dant to the production of clinical income, University's actual annual
costs, not to exceed the sum of Seven Hundred thousand ($700,000.00)
Dollars. Payments hereunder shall be made in seven (7) monthly
payments, the first six (6) of said payments, due and payable on
December 31, 1978 and monthly thereafter until May 31, 1979 to be
in the amount of One Hundred Thousand ($100,000.00) Dollars and
the last of said payments, due on June 30, 1979 to be in an amount,
not to exceed One Hundred Thousand ($100,000.00) Dollars, deter-
mined with reference to actual University expenses hereunder for
the period beginning on July 1, 1978 and ending June 30, 1979.
E. Foundation and University agree to jointly conduct a
cost study during the term of this contract to determine the actual
cost to University attendant to the production of clinical income.
F. In addition to the above, Foundation agrees that it
will reimburse University for all "plan income", as that term is
defined in paragraph II, C., 2 of the plan, paid to faculty by
University.
-5-
Section 6. ACADEM=IC EJRICMIENT FUND
A. Consonant with Section II, D. 3 of the plan adopted
by University's Board of Trustees on June 20, 1978, Foundation
agrees that it will pay to University, in recognition of any
unreimbursed costs of University not specifically provided for
in Section 5 hereof, and for the purpose of providing an academic
enrichment fund for the College of Medicine to be used by the
Dean of said College in support of the programs thereof and for
related purposes, an amount equal to nine (9%) percent of the gross
clinical income collected bv said Foundation. Amounts due here-
under will be computed by Foundation on a monthly basis as income
is received and remitted to University within ten (10) days
after the close of each monthly accounting period.
B. Foundation further agrees that it will deposit, in
a restricted account maintained by Foundation, on the same basis
as provided in subsection A. hereinabove, an additional amount
equal to one (1%) percent of the gross clinical income collected by
said Foundation, said restricted account to be used bv the Dearn
of the College of Medicine for the enrichment of the programs of
the College and for related purposes in his sole discretion.
Section 7. PARTICULAR COVENANTS OF THE FOUNDATION
A. Foundation's Articles of Incorporation, as filed
with the Secretary of State of the Commonwealth of Kentucky on
June 19, 1978, have been inspected by the University as a condi-
tion precedent to University's entry into this agreement.
Foundation covenants that it will not, absent the written agree-
ment of the University, amend or otherwise alter said Articles
or adopt any by-law or other operating practice which would
effectively alter the character of said Foundation.
B. Foundation covenants that it will not engage in the
practice of medicine, nor will it solicit, administer, receive,
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perform or accept any gift, grant, devise, bequest, contract or
other arrangement with or from any governmental unit, entity, or
subdivision or any person, corporation, partnership, association
or other entity whatsoever except as specifically permitted herein.
Provided, however, that nothing contained herein shall be con-
strued to prohibit the Foundation (subject to the approval of
the Dean of the College of Medicine) from negotiating and execu-
ring contracts providing exclusively for professional services
by faculty who have executed practice agreements.
C. Foundation covenants that it will not merge with
any other corporation or convey any substantial portion of its
assets to any other corporation, partnership, or other entity ex-
cept as specifically provided herein and that, in the event of
its dissolution its Board of Directors shall cause its assets to
be applied and distributed as follows: (a) all liabilities and
obligations of the corporation shall be paid, satisfied and dis-
charged, or adequate provisions shall be made therefor; (b) assets
held by the corporation upon a condition which occurs by reason
of the dissolution, shall be returned, transfered or conveyed in
accordance with such requirements; and (c) all of the remaining
assets of the corporation shall be transferred or conveyed to
the Board of Trustees of the University of Kentucky, or its suc-
cessor, to be used for medical education and research, if said
University or its successor, shall qualify as a public corporation
and an instrumentality of the State of Kentucky or as an exempt
organization under Section 501(c)(3) of the Internal Revenue
Code of 1954, as amended; and if said Universty or its successor
shall not so qualify, then to some other organization or organi-
zations organized and operated exclusively for charitable, educa-
tional, or scientific purposes in the field of medicine as shall
at the time qualify as an exempt organization or organizations
under Section 501(c)(3) of the Internal Revenue Code of 1954,
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as amended.
Section 8. 1oMBERSHIP AND BENEFIrS