Importance of Meeting Minutes and Confidentiality

1. Minutes and Confidentiality 5.6.16 Presented by: Ally Abernathy, General Counsel, MUSC Physicians Annette Drachman, General Counsel, MUSC

2. MINUTES * Board meeting minutes are the official record of the actions of the board. * Minutes should contain what was done at the meeting, not what was said by the members. No opinions of specific members stated during discussion of the agenda items should be included in the minutes. * Minutes are considered legal documents by auditors, the IRS and courts. * Minutes should be retained and available to all board members, or anyone else who requests a copy. * Minutes are not the official minutes until the members approve them. Note on the minutes for review that it is a “draft for approval”. * Written minutes are distributed to board members before each meeting for member's review. Minutes for the previous meeting should be reviewed right away as “Item 1” in the next meeting. Any changes should be amended to the minutes and a new version submitted before the next meeting where the new version is reviewed and approved.

3. Why meeting minutes are important - • Minutes are important because they are the only record of what was accomplished • at the meeting and are a source of information for members who were unable to attend. • Meeting minutes can be referenced if needed to remind individuals of tasks assigned to them and to keep track of collaborations and activities discussed in the meetings. • 3. Minutes are used to represent official actions of the governing body. This proof is • required for various transactions, land acquisitions, etc. • Minutes document required reports by various committees (Quality, Finance, etc.).

4. Composing your meeting’s minutes - Robert’s Rulesof Order spells out exactly what needs to go into your minutes. Simple organization of the facts and use of clear and concise language is key when drafting minutes. Below are helpful reminders when taking minutes: *Include the name of the organization, date, time, place of meeting and when the meeting ended *Include who attended, if there was a quorum, all motions made and who made them * Avoid using people’s names, except for motions or seconds * Avoid opinions or personal observations * If you need to refer to other documents, attach them in an appendix or indicate where they can be found. Do not rewrite their intent or try to summarize them. Minutes may be subject to FOIA (Freedom of Information Act). *It is important to keep confidential information confidential.

5. *DRAFT FOR APPROVAL Executive Committee Meeting Minutes January 19, 2016 4:00 p.m. 601 CSB Conference Room

7. Confidential Information Understand the nature of the information that you have access to and your personal obligations to maintain the confidentiality o that information. *Are you subject to the Freedom of Information Act? *Is information subject to a Non-Disclosure or Confidentiality Agreement? - Contract negotiations - Settlement agreements - Quality concerns Privileged Information *Attorney/Client privilege - Information shared during the course of seeking legal advice may be subject to the attorney/client privilege and can only be waived by the client. *Peer Review privilege - Information pertaining to peer review activities or quality processes

8. SC Freedom of Information Act *Disclosure of Information *Public Meeting requirements - Notice of meetings - Agenda requirements - Minutes requirements *Executive Session - Public bodies may convene an executive or closed session to discuss the following: (1) Personnel matters (2) Discussion of contract negotiations or receipt of legal advice (3) Discussion of security personnel or devices (4) Investigative proceedings regarding allegations of criminal misconduct (5) Discussion of matters relating to the proposed location, expansion, or the provision of services encouraging location or expansion of industries or other businesses in the area served by the public body. - Must identify the specific purpose of the executive session including a description of the matter to be discussed.