Governance Training Series for Health Center Boards: Navigating Legal Considerations

Health center governing boards play a critical role in establishing a culture of compliance. In fact, each board is required, by regulation, to assure that the health center is operated in compliance with applicable Federal, State and local laws and regulations. 

In order to meaningfully fulfill such obligations, board members must have a meaningful understanding of the legal requirements applicable to operating a health center project, either as a grantee or as a “look-alike.”  

This webinar series was developed to provide health center board members with a summary of key legal concepts, with targeted topics that were selected based on Feldesman’s vast experience supporting health center boards for over 40 years. 

Lasting 30-45 minutes each and available on-demand, the webinars can be viewed during a board meeting or by individual board members at their convenience. The webinars are also a great resource to train new board members.  

Each webinar is presented by a Feldesman attorney. In addition to bringing extensive legal experience, two of the presenters have served as directors of community health center governing boards. 

Webinars Included in This Series

Descriptions for each of the webinars can be found under the 'Agenda' tab above.

  1. Fiduciary Duties 
  2. Challenging Situations in Governance
  3. Governing Board Authorities
  4. Corporate Compliance: The Board’s Role
  5. Assessing Corporate Consolidation Opportunities: Mergers and Acquisitions
  6. Identifying and Managing Conflicts of Interest
  7. Reviewing Your Health Center’s Audit Report
  8. Board Member Engagement and Participation
  9. “PPS” Fundamentals: Medicare/Medicaid Reimbursement for FQHCs 
  10. Risk Management and FTCA Coverage
  11. CEO Employment Agreements
  12. CEO Evaluations and Compensation
Course summary
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Fiduciary Duties

During this webinar governing board members will learn about the three important fiduciary duties: duty of care, duty of loyalty, and the duty of obedience. The presenter will provide practical tips to support board members’ efforts to satisfy such duties and further their health center’s mission.

Challenging Situations in Governance

The governing board must act as a unified group, with a clear understanding of its role and authorities.  In addition, board members have fiduciary duties that govern their behavior.  Failure to abide by such duties, particularly in the context of addressing challenging and/or contentious situations, can undermine the organization.  This webinar will delve into the governance “dos” and “don’ts,” with tips to avoid improper board conduct.

Governing Board Authorities

This webinar summarizes the specific authorities and functions that the board must autonomously exercise, as described in the Health Center Program Compliance Manual. The presenter will highlight how such authorities are assessed in the context of an Operational Site Visit, and will describe common pitfalls and strategies to achieve compliance.

Corporate Compliance: The Board’s Role

The Health Center Program requires that the governing board assure that the center is operated in compliance with applicable Federal, State, and local laws and regulations. A Corporate Compliance Program creates a systematic way for the health center to evaluate and address compliance risk. This webinar will provide an overview of the elements of a Corporate Compliance Program, including defining the role of board members, leadership and the Compliance Officer in developing and implementing the Corporate Compliance Program. The presenter will include key questions board members can ask to evaluate and improve their health center’s Corporate Compliance Program.

Assessing Corporate Consolidation Opportunities: Mergers and Acquisitions

Corporate consolidation is an increasingly common strategy to achieve expansion. With a focus on mergers and acquisitions, the presenter will highlight advantages and common pitfalls to corporate consolidation, as well as key considerations specific to health centers. This webinar will support board members’ efforts to identify and evaluate such opportunities and assure continued compliance with the Health Center Program requirements.  

Identifying and Managing Conflicts of Interest

Every board member owes the health center a duty of loyalty. Specifically, every board member must act in the best interests of the health center and not in a manner that furthers personal interests at the health center’s expense. Impartial decision-making is critical for effective health center governance, and identifying and managing actual and perceived conflicts of interest is key to this process. In this session, the presenter will discuss the basic legal responsibilities board members have as stewards of Health Center Program grant funds, as well as potential pitfalls commonly faced by governing board members, with a focus on conflicts of interest and confidentiality.  

Reviewing Your Health Center’s Audit Report 

The audit report provides significant information regarding your health center financial stability and legal compliance. In fact, the Health Center Program requires that the board review the results of the annual audit to ensure appropriate follow-up actions are taken. This webinar will describe the role of the Audit Committee and will provide board members with the tools to understand and appropriately respond to audit reports.

Board Member Engagement and Participation

This webinar will describe strategies to promote board member engagement and participation through well-written board agendas, workplans, and calendars and the use of board committees as set forth in a health center’s bylaws. For example, assigning board committees responsibility for making recommendations to the full board on specific topics can increase board member engagement. This webinar will be presented by Feldesman Partner, Adam Falcone, who has served as board member and chair of a health center.

“PPS” Fundamentals: Medicare/Medicaid Reimbursement for FQHCs

As federally-funded or look-alike health centers, FQHCs are paid by Medicare and Medicaid under unique cost-related payment methodologies. Under both the Medicare and Medicaid “prospective payment systems,” payment is made a fixed per-visit amount that is intended to encompass the historical costs of furnishing “FQHC services.” This webinar provides an overview of the Medicare and Medicaid FQHC PPSs, emphasizing key considerations for board members, including issues surrounding compliance and patients’ access to comprehensive services.

Risk Management and FTCA Coverage

Risk management programs are key to reducing the risk of adverse outcomes that could result in medical malpractice or other health or health-related litigation. Health centers with malpractice coverage under the Federal Tort Claims Act (FTCA) must provide a report to the board on health care risk management activities and progress in meeting goals at least annually, including documentation showing that any related follow-up actions have been implemented. This webinar will familiarize board members with the key elements of “risk management” and will provide tips for board members to provide meaningful oversight and input. 

CEO Employment Agreements

Employing the CEO of the health center is arguably one of the most important functions of the governing board, and a good employment relationship with the CEO starts with a good employment agreement. The CEO’s employment agreement defines the parameters of the CEO/ Board relationship and allows the Board and the CEO to negotiate their individual rights and responsibilities in the employment relationship. This webinar will address the key considerations and potential pitfalls associated with drafting (or updating) your health center’s CEO employment agreement. 

CEO Evaluations and Compensation

The annual evaluation of the CEO is often the most challenging responsibility undertaken by any governing board. For health center boards, it is made more difficult by the board’s limited direct involvement in day-to-day operations, the lack of human resource expertise amongst board members, and the lack of clear guidelines and policies to provide direction or expectations for how the evaluation process should be conducted. On top of the challenge of conducting the evaluation sits the sensitive issue of determining the CEO’s compensation and benefits. This webinar will discuss the challenges and practical solutions, including a focus on the evaluation methodology, and potential considerations and resources for setting compensation. This webinar will be presented by Feldesman attorney, Michael Golde, who currently serves as a chair of a health center and has otherwise served as a health center director for over 12 years.

Molly Evans

Molly Evans is a Partner in the firm’s health law practice group. She advises health centers on the management of clinical, employment and workforce related risks, with a particular focus on professional liability, Federal Tort Claims Act, and HIPAA matters. From her experience as both a private attorney and in-house counsel, Molly knows the importance of managing liability and risk issues in mission-driven organizations. [Full Bio]

Adam Falcone

Adam Falcone is a Partner in the firm's national health law practice group, where he counsels a diverse spectrum of community-based organizations that render primary and behavioral healthcare services. Adam counsels clients on a wide range of health law issues, with a focus on fraud and abuse, reimbursement and payment, and antitrust and competition matters. [Full Bio]

Michael Golde

Michael Golde serves in the role as Of Counsel to the firm in the health law practice group. He concentrates his practice in advising and counseling health care and nonprofit organizations, including many Federally Qualified Health Centers, on business transactions and regulatory matters. He regularly advises FQHCs and other health care providers across the country on complex issues related to health care delivery and collaborative affiliations keeping clients apprised of ever-changing laws and regulations. Believing in the important role of health centers within his own community, Michael has served as a board member of his local FQHC for many years and is currently President of the Board of Directors. [Full Bio]

Susannah Vance Gopalan

Susannah Vance Gopalan is a Partner in the firm’s health law practice group where she focuses on health care litigation and regulatory counseling, with a focus on Medicaid and Medicare payment, financing, and compliance issues. She brings regulatory expertise to bear when advising clients and pursuing litigation on their behalf. She has experience negotiating Medicaid waivers and managed care arrangements on behalf of providers, provider associations, and governmental entities. She represented a group of providers in reaching a settlement in major Medicaid litigation. [Full Bio]

Dianne Pledgie

Dianne Pledgie serves as Partner and Compliance Counsel with the firm’s health law practice group, Dianne advises health centers on implementing effective compliance programs and on addressing top compliance risk areas. Dianne counsels health centers and other organizations on developing compliance programs that include the OIG’s seven elements, respond to identified compliance risk areas, and reflect the organization’s culture. Dianne also advises health centers and other organizations on patient privacy and confidentiality, including the HIPAA Privacy Rule and 42 CFR Part 2. She has experience responding to privacy and security incidents, including determining whether there has been a breach, notifying patients and the government, and creating corrective action plans. Dianne is a member of the New York and Massachusetts Bars and is not licensed in Washington, DC. Her practice is limited to federal health care matters. [Full Bio]

Carrie Riley

Carrie Riley is a Partner in the firm's health law practice group. She counsels a wide variety of health care clients, including Title X grantees and subrecipeints, and other private and public health care providers, on contracting, regulatory compliance, fraud and abuse, and reimbursement matters. Carrie also provides counsel on transactional matters, including formation and agreements for multi-provider affiliations/joint ventures, general contracting, and residency training arrangements. Prior to going to law school, Carrie worked at a Title X regional training center for several years. [Full Bio]

Edward "Ted" Waters

Ted Waters has served as Managing Partner of the firm since 2003, and as a  member of the Health Law and Federal Grants practices since 1992. Ted is a national authority in the area of federal grants, particularly in the health and community service spheres. He advises clients on all aspects of program requirements, including issues such as cost-based reimbursement, governance, grant administration, cost reporting, and administrative issues and routinely handles challenging issues such as government audits, internal investigations, and litigation. His priority is to help each organization carry out its mission by offering practical, down-to-earth counsel and to ensure that legal challenges do not distract from that focus. [Full Bio]

Marcie Zakheim

Marcie Zakheim is a Partner at the firm specializing in health care law, particularly in the areas of federal grants, grant-related requirements and grants management related to the federal health center program. Health centers turn to Marcie as a resource for knowing not only the letter of the law, but also the likely interpretation of requirements by federal policymakers, including the Health Resources and Services Administration (HRSA). [Full Bio]


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The Health Center Program Governance Training Series is available for 365 days from the date of purchase. Once purchased, you can view the webinars included in the series anytime on-demand during the access period identified in your purchase confirmation. For additional information on viewing and accessing webinars, view our full terms and conditions here.


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