Legislative Matter

Miami-Dade Legislative Item
File Number: 120613

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Clerk's Official Copy

File Number: 120613

File Type: Resolution

Status: Adopted

Version: 0

Reference: R-474-12

Control: Board of County Commissioners

File Name: AUTHORIZING PHT TO DISSOLVE JACKSON MEMORIAL INT'L, INC.

Introduced: 3/27/2012

Requester: NONE

Cost:

Final Action: 6/5/2012

Agenda Date: 6/5/2012

Agenda Item Number: 11A3

Notes:

Title:

RESOLUTION AUTHORIZING THE PUBLIC HEALTH TRUST TO DISSOLVE JACKSON MEMORIAL INTERNATIONAL, INC., A FLORIDA CORPORATION NOT-FOR-PROFIT, ORIGINALLY CREATED TO OPERATE THE INTERNATIONAL PROGRAM FOR THE PUBLIC HEALTH TRUST

Indexes:	PUBLIC HEALTH TRUST
	PROGRAM
	JACKSON MEMORIAL
	INTERNATIONAL

Sponsors:

Jose "Pepe" Diaz, Prime Sponsor

Sunset Provision: No

Effective Date:

Expiration Date:

Registered Lobbyist:

None Listed

Legislative History
Acting Body	Date	Agenda Item	Action	Sent To	Due Date	Returned	Pass/Fail

Board of County Commissioners	6/5/2012	11A3	Adopted				P

Public Safety & Healthcare Admin Cmte	5/8/2012	2A	Forwarded to BCC with a favorable recommendation				P
REPORT:	Chairman Diaz relinquished the Chair to Vice-Chairwoman Heyman. Assistant County Attorney Gerald Sanchez read the foregoing proposed resolution into the record. Vice-Chairwoman Heyman opened the public hearing on the foregoing proposed resolution. She closed the public hearing after no one appeared wishing to speak. Mr. Carlos Migoya, CEO, Jackson Health Systems (JHS), explained the purpose of this proposed resolution was to make the International Program an in-house program of JHS, including all marketing and employee expenses incurred by the program. He noted, over the past year, the International Program’s marketing and employee expenses were reduced by 40 percent, while revenues increased by 52 percent. He stated a key strategy of JHS was to bring in more International patients. Commissioner Diaz commended Mr. Migoya and the Office of the Inspector General for their efforts in bringing the International Program into Jackson Hospital as an in-house program. In response to comments made by Commissioner Souto regarding the need to maintain contact with doctors who previously trained at JHS, Mr. Migoya noted many of the professors who trained doctors from Latin America periodically visited those countries and maintained close ties. He noted maintaining contact was a key marketing strategy for the International Program. There being no further questions or comments, the Committee proceeded to vote. Chairman Diaz resumed the Chair.

County Attorney	4/12/2012		Referred	Public Safety & Healthcare Admin Cmte	5/8/2012

Public Safety & Healthcare Admin Cmte	4/10/2012	2A	Deferred to next committee meeting				P
REPORT:	Assistant County Attorney Gerald Sanchez read the foregoing proposed resolution into the record. Chairman Diaz relinquished the Chair to ViceChairwoman Heyman. Vice Chairwoman Heyman opened the public hearing on the foregoing proposed resolution. She closed the public hearing after no one appeared wishing to speak. In response to Commissioner Jordan’s inquiry whether the International program would be canceled and if it was financially beneficial to run it as an in-house program, Mr. Don Steinman, COO, Jackson Health System (JHS), explained after examining the program’s efficiency and possible restructure, it was determined that using it as an in-house program at JHS would allow for full transparency and easier administration of the program. Commissioner Jordan expressed concern that the International program would be compromised by bringing it in-house due to the budgetary issues faced by JHS. Mr. Steinman noted, from October 1, 2011, through February 2012, the International Program’s volume increased approximately 15% and its revenue increased approximately 50%. He further noted, the International Program was self sustaining and bringing it in-house as a department of JHS would have no negative effect. Commissioner Diaz spoke in support of this proposed resolution noting it would generate funds for JHS and provide more transparency. Commissioner Souto commented on his past experiences with Jackson Memorial Hospital during his tenure as a County Commissioner and noted he supported the International program. He stressed the County Commission needed to maintain vigilance over the International Program. Vice Chairwoman Heyman requested clarification on the intent of this proposed resolution. Assistant County Attorney Laura Llorente advised this proposed resolution would dissolve the 501(c)3 corporation previously created to run the International Program and allow the program to be run as a department of JHS. Vice Chairwoman Heyman expressed concern with the program becoming a department of JHS and asked that a separate account be created. She opined that transparency would decrease if the program was no longer operated by a 501(c)3 corporation. Responding to Commissioner Souto’s concerns regarding the County Commissions’ powers under the Charter, Assistant County Attorney Sanchez assured that none of the County Commission’s powers would be relinquished should this item be adopted. He noted the County Commission would have increased power since the International program would then be managed by JHS. Upon inquiry by Commissioner Jordan regarding why it was recommended to change how the International Program was represented, Mr. Steinman noted since the program was operating under the 501(c)3 corporation, JHS had less oversight. He noted, setting up the program as a department of JHS provided more transparency. Assistant County Attorney Llorente explained that the International Program was a Public Health Trust (PHT) program and, in the past, the PHT had to purchase services from Foundation Health Services to assist with operating the program. In 2011, the PHT asked the County Commission to approve a separate 501(c)3, Jackson Memorial International, to provide the services provided by Foundation Health Services, and the new PHT administration was now requesting the International Program be under its supervision. Commissioner Jordan stressed the importance of maintaining the integrity of the International Program apart from JHS. She expressed concern that each time the administration changed at JHS the County Commission would be requested to change how the program was operated. She opined that no cost savings were evident by placing the operation of the International Program with JHS. Commissioner Diaz spoke in support of this proposed resolution, and explained the International Program needed to be run more efficiently and transparent. Commissioner Diaz asked Mr. Steinman to meet with each Commissioner, before April 17, 2012, to provide further explanation on the purpose of this proposed resolution. He suggested this item be deferred to the next Committee meeting in order for concerns expressed by Committee members to be addressed. There being no further questions or comments, the Committee voted to defer this proposed resolution.

County Attorney	3/27/2012		Assigned	Laura Llorente	3/27/2012

County Attorney	3/27/2012		Referred	Public Safety & Healthcare Admin Cmte	4/10/2012

Legislative Text

TITLE
RESOLUTION AUTHORIZING THE PUBLIC HEALTH TRUST TO DISSOLVE JACKSON MEMORIAL INTERNATIONAL, INC., A FLORIDA CORPORATION NOT-FOR-PROFIT, ORIGINALLY CREATED TO OPERATE THE INTERNATIONAL PROGRAM FOR THE PUBLIC HEALTH TRUST

BODY
WHEREAS, pursuant to Chapter 25A of the Code of Miami-Dade County, Florida, the Public Health Trust of Miami-Dade County (the �Public Health Trust�) was created as an agency and instrumentality of Miami-Dade County responsible for the governance, operation and maintenance of Jackson Memorial Hospital and other Designated Facilities; and
WHEREAS, the Public Health Trust has an International Program which provides services and initiatives relating to the customer service aspects of the Public Health Trust�s provision of medical services to international patients and for marketing functions targeting such international patients; and
WHEREAS, on March 3, 2011, the Board of County Commissioners of Miami-Dade County passed and adopted a Resolution authorizing the Public Health Trust to incorporate a new not-for-profit Florida corporation, Jackson Memorial International, Inc., to provide certain services to the Public Health Trust for the operation of the Trust�s International Program; and
WHEREAS, Jackson Memorial International, Inc., whose sole member is the Public Health Trust, desires to dissolve and wind up its affairs; and
WHEREAS, on March 9, 2012 and pursuant to Fla. Stat. 617.1402, the Board of Directors of Jackson Memorial International, Inc., adopted a Resolution recommending that Jackson Memorial International, Inc. be dissolved and directing that the question of such dissolution be submitted to a vote at a meeting of its sole member, the governing body of the Public Health Trust; and
WHEREAS, the Board of Directors of Jackson Memorial International, Inc. understands that its recommendation to dissolve must also be brought forth to the Board of County Commissioners of Miami-Dade County; and
WHEREAS, on March 15, 2012, a special meeting of the Financial Recovery Board, the governing body of the Public Health Trust, was convened for the purpose of considering the dissolution of Jackson Memorial International, Inc.; and
WHEREAS, at that special meeting of the Financial Recovery Board, in its capacity as the sole member of Jackson Memorial International, Inc., the Financial Recovery Board voted to adopt the attached Resolution, authorizing the dissolution of Jackson Memorial International, Inc. and authorizing the President of the Public Health Trust or his designee to take all actions necessary to obtain express approval from the Board of County Commissioners of Miami-Dade County to allow for the dissolution of Jackson Memorial International, Inc.; and
WHEREAS, the governing body of the Public Health Trust, as well as the governing body of Jackson Memorial International, Inc., have voted to dissolve Jackson Memorial International, Inc. and seek Commission approval to take all actions necessary to dissolve Jackson Memorial International, Inc.,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board hereby authorizes the Public Health Trust to dissolve Jackson Memorial International, Inc., a Florida corporation not-for-profit, and to take all actions necessary to dissolve Jackson Memorial International, Inc.