OSU Medical Authority Minutes

OSU Medical Authority and Trust

Thursday, January 23, 2023 at 11:30 AM CST
@ OSU Medical Center, 2nd Floor Administrative Boardroom, 744 W. 9th Street, Tulsa

Notice of the meeting was given in writing to the Oklahoma Secretary of State more than forty-eight (48) hours prior to the meeting, and the agenda of this meeting was posted at all entrances of Oklahoma State University Center for Health Sciences, 1111 West 17th Street; twenty-four (24) hours prior to such meeting, excluding Saturdays, Sundays, and legal holidays, in compliance with the Oklahoma Open Meeting Act.

Attendance

Present:
Members: Doug Evans, Jay Helm, Eric Polak, Barry Steichen, Johnny Stephens, Melinda Stinnett
Guests: Eric Atkinson, Damon Baker, Dennis Blankenship, Glenn Coffee, Deborah Dage, Finny Mathew, Bill Schloss, Marty Smith, Jacey Smith, Terri Tinkler, Erica Woolf
Absent:
Members: Kevin Corbett

1. Call to order and establishment of a quorum - Chairman Helm
   • The meeting was called to order by Jay Helm at 11:42 AM. After a roll call, Jay Helm declared that a quorum of the Trustees of the Oklahoma State University Medical Trust was present for the meeting.
2. Discussion, consideration, and possible vote on the approval of minutes of the December 15, 2022, meeting - Chairman Helm
   • File Name: Draft OSU Medical Authority Minutes October 27 2022.pdf
   • Motion: Jay Helm motioned for approval of the October 27, 2022, meeting minutes.
   • Motion moved by Barry Steichen and motion seconded by Doug Evans. Aye: Evans, Steichen, Stephens, Helm, Stinnett Nay: None Abstain: None
3. Discussion, consideration, and possible vote to authorize the Chairman to execute a lease agreement with the OSU Medical Trust for the OSU Medical Center campus - Mr. Polak
   • File Name: Lease Agreement between Authority Trust (1.13.2023).docx
   • File Name: Brief Explainer-Lease Agreement Changes (1.13.2023).pdf
   • Eric Polak showed the Board the full lease and a briefing document on page 23 put together by our legal counsel. Major change is the term of the lease going up to 33 years. Also, the structural improvements and structural and nonstructural alterations to the property changing from $100,000 to $1 million. The chairman's approval constitutes approval from the Authority. Language referring to the BOK loan was removed.
   • Motion: Motion to authorize the Chairman to execute a lease agreement with the OSU Medical Trust for the OSU Medical Center campus.
   • Motion moved by Doug Evans and motion seconded by Melinda Stinnett. Aye: Evans, Steichen, Stephens, Helm, Stinnett Nay: None Abstain: None
4. Discussion, consideration, and possible vote to authorize the CEO to executing a consulting agreement in the estimated amount of $300,000 for management consulting services - Mr. Polak
   • File Name: Consultant selection memo.pdf
   • File Name: OSU_Consulting_Services_12_1_22f_Guidehouse.pdf
   • Eric Polak discussed we have been talking about bringing in professional assistants to help evaluate the legal and corporate structures here inside the Medical Authority and Trust and all of the subsidiary entities to make sure we are structured and established in a way that provides maximum operational ability and the right levels of segregation of risks. On page 24 there is a brief memo about the rfp that was sent out and the three respondents. The selection team went through the rfp's and decided that Guidehouse and Chartis were the best candidates and recommend Guidehouse based on their experience, expertise, and lower fees. Barry mentioned he would like something that clearly states all expectations if going forward with Guidehouse.
   • Motion: Motion to authorize the CEO to execute a consulting agreement in the estimated amount of $300,000 for management consulting services.
   • Motion moved by Johnny Stephens and motion seconded by Barry Steichen. Aye: Evans, Steichen, Stephens, Helm, Stinnett Nay: None Abstain: None
5. Announcements -Chairman Helm
   1. Next regularly scheduled meeting of the Authority is March 23, 2023, at OSU-CHS 1111 W. 17th St., Tulsa
6. Motion and Vote for Adjournment - Chairman Helm
   
   • Motion: Moved for adjournment. The meeting ended at 11:56 PM.
   • Motion moved by Barry Steichen and motion seconded by Johnny Stephens. Aye: Evans, Steichen, Stephens, Helm, Stinnett Nay: None Abstain: None

Minutes signed off by Oklahoma State University Medical Authority Chairman, Jay Helm.

If you would like a copy of these minutes, please reach out to Terri Tinkler at osuma@okstate.edu.