# Presentation: 526693

## American Health Information Community Successor 

**Technical Assistance Session**
**September 5, 2007**

*American Health Information Community Successor Public Meeting September 5, 2007*

## Agenda

- 9:30 a.m.	**Call to Order**
*Robert M. Kolodner, M.D., National Coordinator for Health IT*
- 9:35 a.m.	**AHIC 2.0 Vision, Concepts, & Collaboration **
*Robert M. Kolodner, M.D., National Coordinator for Health IT*
- 10:00 a.m.	**Key Considerations in Designing AHIC 2.0**
*Robert M. Kolodner, M.D., National Coordinator for Health IT*
*Kelly Cronin, Office of the National Coordinator for Health IT*
- 11:00 a.m.	**Break**
- 11:10 a.m.	**The Grant Process and Evaluation Criteria**
*Marc Weisman, Office of the National Coordinator for Health IT*
*Kelly Cronin, Office of the National Coordinator for Health IT*
- 12:00 p.m.	**Adjourn**

*American Health Information Community Successor Public Meeting September 5, 2007*

## American Health

**Information Community Successor**
**Vision, Concepts, & Collaboration**

*American Health Information Community Successor Public Meeting September 5, 2007*

## The AHIC

- A federal advisory body chartered in 2005 to make recommendations to the Secretary of the HHS on how to accelerate the development and adoption of health information technology
- Charter provides that the AHIC will develop and advance recommendations to the Secretary on a private-sector health information community initiative that will succeed the AHIC
- Succession is planned to occur by late Fall 2008

*American Health Information Community Successor Public Meeting September 5, 2007*

## The AHIC Successor – Why It Is Needed

- Continuity of leadership is needed to sustain the momentum gained over the past 24 months
- Government transition occurs every four years with new leadership appointed
- Any uncertainty about whether AHIC will continue under new leadership places momentum at risk
- Sustainable business model is needed to support perpetual operation
- Congressional appropriations are a cyclical model not conducive to very long-term planning or agility
- Decisive action is needed keep pace with large scale innovation and transformation
- Government action and direction is necessarily a deliberate process that may constrain the timing of decisions

*American Health Information Community Successor Public Meeting September 5, 2007*

## AHIC Successor - Principles for Governance

- The entity should exist for the purpose of individual/ consumer benefit
- The entity should establish and enhance trust among stakeholders
- The entity should have broad participation across the health care industry stakeholders
- The governing bodies of the entity should have necessary authority to make decisions, but only the authority that is necessary to do this
- The entity should be feasible to establish and operate, and sustainable into the future
- The entity should be adaptable over time and across future circumstances

*American Health Information Community Successor Public Meeting September 5, 2007*

## Vision
Membership
Board of Directors
Rights and Obligations
Protections and Incorporations
Management Structure

- Vision
- Membership
- Board of Directors
- Rights and Obligations
- Protections and Incorporations
- Management Structure

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. Vision

- The successor is an independent and sustainable public-private membership organization
- It brings together public and private entities and resources into a trusted, decisive, effective organization
- Its goal is the creation and use of an interoperable nationwide health information system to serve the health and well-being of all individuals in the United States

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. Vision - Functions

- Accelerate and coordinate interoperability initiatives including standards harmonization and certification
- Prioritize stakeholder requirements for nationwide health IT interoperability
- Advance the harmonization of technology standards and policies, including those to protect confidentiality, privacy, and security
- Advance the certification of products, network participants, and/or operations
- Oversee and facilitate the Nationwide Health Information Network (NHIN – a network-of-networks), possibly including necessary governance and/or accreditation of participant organizations

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1.  Vision - Interoperability Initiatives

- Initiatives that identify and remove obstacles to exchange of health information nationwide
- Obstacles can be
**technology based**, such as a lack of harmonized technology data exchange standards
**business based**, such as a lack of shared business rules and agreements that enable confidential and secure health information exchange

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. Membership

- The successor should be **open **to membership by all organizations and individuals in all sectors of the health community
- The health community would likely be **organized into sectors** such that all relevant and affected parties are included
- The successor should define differing **classes of membership** with differing rights and obligations

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. Membership Sectors Illustrated

| Sector Name | Sector Descriptions |
| --- | --- |
| Ancillary Health Services  | Those engaged in developing analysis, data or other tools relevant to health care, and those engaged in the retail dispensing of drugs and/or devices which legally require prescriptions (labs, pharmacies). |
| Clinicians | Physicians or medical groups, nurses, or other providers licensed or certified by an appropriate authority. |
| Consumers | Individuals who agree to seek medical or other health care from participating members. |
| Employers/ Purchasers | Organizations that purchase/arrange for medical or other health care or assistance. |
| Government | Representatives of Federal, State, City, Community, and Tribal governments. |
| Health Information Exchange | A multi-stakeholder entity that enables the movement of health-related data within state, regional, or non-jurisdictional participant groups.  |
| Institutional Providers | Hospitals, long term care facilities, home health agencies, clinics, and other facilities licensed or certified by an appropriate authority.  |
| Payers / Health Plans | Organizations providing/administering resources to sustain or improve health and well-being through payment of the costs of health care. |
| Pharmaceuticals & Devices | Organizations engaged in the research, manufacture or wholesale distribution of drugs and/or devices which legally require prescriptions. |

*American Health Information Community Successor Public Meeting September 5, 2007*

## 3. Board of Directors

- The successor Board of Directors should be selected by elective or appointive **methods that equitably represent all members** in all sectors
- The structure of the successor should ensure that the views of all sectors will be adequately conveyed to any governing body and that its deliberations and **decisions are neither dominated nor controlled** by any single interest or sector
**Eligibility** to be elected or appointed to the board should be **clearly defined**

*American Health Information Community Successor Public Meeting September 5, 2007*

## 4. Rights and Obligations

- AHIC successor bylaws should have clear delineation of **voting rights**, if any, of members and clear delineation between voting rights of members and the board
**Fiduciary duty** of board members should be specified, whether to the constituency (sector) from which they were appointed or elected, or once appointed or elected, to the best interests of the whole
**Authority **of the AHIC successor board and rights and obligations of members should be clearly delineated
**Decision-making process** should specify use of quorums, and decisions requiring double majorities or super majorities of the board for adoption

*American Health Information Community Successor Public Meeting September 5, 2007*

## 5. Protections & Incorporations

- The AHIC successor should operate under a certificate of incorporation, detailed bylaws, and initial operating regulations and membership agreement(s) that reflect the most appropriate type of legal entity for the successor organization
- Protection of the AHIC successor structure should be built into the certificate of incorporation and bylaws to prevent changes that would radically alter the structure and operations of the board or the protection of members who were relying on it as a condition of their membership

*American Health Information Community Successor Public Meeting September 5, 2007*

## 6. Management Structure

- Chief Executive Officer
- CFO, Counsel, Secretariat, Operations Officer
- Senior Membership Officer including membership and recruitment, publicity, advertising, marketing, public relations
- Senior Technology Officer for standards harmonization, certification, NHIN services, and technology related services
- Senior Data Uses Officer for data stewardship, privacy policy, accreditation, and uses of data for purposes such as public health, quality, research, and all other related activities

*American Health Information Community Successor Public Meeting September 5, 2007*

## AHIC Successor - Early Success Factors

- Continued strong Federal government participation
- Nationally recognized leader seen as an honest broker by a wide constituency of the health community
- Will attract other outstanding leadership and staff
- Will engender trust needed to build a membership base
- Clearly articulated list of activities for the first two years
- Adequate public and private resources needed to meet the short and mid-term goals
- Broad participation and commitment from public and private sectors

*American Health Information Community Successor Public Meeting September 5, 2007*

## American Health

**Information Community Successor**
**Key Considerations in Designing the AHIC Successor**

*American Health Information Community Successor Public Meeting September 5, 2007*

## Key Considerations in Designing AHIC Successor

| Membership Sectors | How will membership sectors be defined?
How will membership sectors operate?
How will member voting be organized?
How will membership fee structures be set? |
| --- | --- |
| Board Members and Board Structure | How will Board members be selected?
Who will be eligible to serve as a Board member?
What will be the optimum number of Board members?
Should the chairperson and the CEO be the same person?
How will the chairperson be selected?
How will the Board’s executive committee be determined?
Will Board members be responsible for advancing the interests of the sector or AHIC? 
What majorities will be required to constitute action of the board? |
| Membership-to-Board Questions | How will open communication between membership and board be assured?
What voting rights will members have versus those reserved for the Board? |

*American Health Information Community Successor Public Meeting September 5, 2007*

## One Example of Design Decisions . . .

- Membership sectors are defined by stakeholder role
- Membership sector operations are Board-prescribed
- Member voting is weighted by sector
- Member fee schedules are set to partially fund the operation
- Board selection is by election from the member sectors
- Board eligibility is defined by the planning board
- Board composition is modeled after a senatorial model
- Chairperson and CEO are different individuals
- The Board members select the Chair
- Executive committee selection is on a rotating basis
- Board members have a fiduciary duty to AHIC
- Board voting is a mix of simple majority, with certain decisions reserved for a super majority and some for a double majority
- Member participation and communication is an active process, with quarterly meetings
- Circumstances requiring membership decisions are reserved in the bylaws

*American Health Information Community Successor Public Meeting September 5, 2007*

## . . . Depicted in This Sample Drawing

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. How Will Membership Sectors be Defined?

***1. How ******W******ill ******M******embership ******S******ectors be ******D******efined?***

- Health community should be organized into membership sectors that are inclusive of all relevant and affected parties
- No single sector should control or dominate
- Sectors should be feasible to establish and maintain

**Potential Models**

**Stakeholder Model**
- Members organize according to their primary role in the healthcare system roles
- What are the right set of stakeholder roles (e.g., consumer, clinician, employer, payer, hospitals)?
- Does the set include the IT vendor and informatics community?

**Geography Model**
- Members organize according to geographies, such as states engaged in health information exchange (HIE)
- Examples include Indiana, THINC, and the other approx. 250 HIEs that have formed or are forming

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. Continued ...Illustrative Pros & Cons of Each Model

***1. Continued ...****Illustrative Pros & Cons of Each Model*

**Stakeholder****	****	****	****      Geography****	****	**

- Pros
- Members have similar perception of needs and effectively represent views
- Guards against perceived disenfranchisement of a particular industry
- Cons
- Could perpetuate “silo” approach to Health IT goals
- Direct competition within a sector may inhibit participation and/or  collaboration
- Organization of sectors on a nationwide basis could pose logistical challenges

- Pros
- Uses existing HIEs that will comprise the network of networks (NHIN) as building blocks, and leverages participant’s motivation
- Extensive knowledge of governance and interoperability in the region
- Could minimize Board conflicts (interests are aligned)
- Cons
- Some areas may be overrepresented in comparison to other areas
- Existing HIEs may emerge as leaders and not adequately represent all stakeholders
- Organization of industry participants in a region could face logistical challenges if regional initiatives have not developed

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. How Will Membership Sectors Operate?

***2. How Will Membership Sectors Operate?***

- Health community should be organized into membership sectors that are inclusive of all relevant and affected parties
- No single sector should control or dominate
- Sectors should be feasible to establish and maintain

**Potential Models**

**Self Organize**
- Each sector establishes its own procedures, such as voting eligibility, notice procedures, voting methods, challenge procedures, and methodology for change in voting procedures

**Prescribed**
- Board prescribes member sector organizational processes, such as voting eligibility, notice procedures, voting methods, challenge procedures, and methodology for change in voting procedures

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. Continued ...Illustrative Pros & Cons of Each Model

***2. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Self Organize****	****	**	 **Prescribed**

- Pros
- Encourages broadest participation
- Is highly democratic
- Facilitates next-generation sectors as they evolve
- Cons
- Risks proliferation of complex taxonomy
- Methodologies inconsistent across sectors and could result in over-representation
- Risks domination by existing organized sectors

- Pros
- Avoids delay, confusion, overly-fine distinctions in classification
- Minimizes opportunity for dispute through clarity of decision-making
- Cons
- Risk of members feeling misclassified and disenfranchised
- Institutionalizes authority over electoral process, potentially favoring incumbents or discouraging innovation

*American Health Information Community Successor Public Meeting September 5, 2007*

## 3. How Will Sector Voting Be Organized?

***3. How Will Sector Voting Be Organized?***

- Health community should be organized into membership sectors that are inclusive of all relevant and affected parties
- No single sector should control or dominate
- Sectors should be feasible to establish and maintain

**Potential Models**

**Per Capita**
- Each member has one vote whether the member is an individual or an institution, whether is a small or a very large institution

**Weighted**
- Member votes are weighted based on quantitative factors (e.g., number of individuals represented) or qualitative factors (e.g., expertise, importance in industry, leadership in adoption of health IT)
- Trade associations are given a weighted vote, or no vote at all

*American Health Information Community Successor Public Meeting September 5, 2007*

## 3. Continued ...Illustrative Pros & Cons of Each Model

***3. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Per Capita** 			 **Weighted**

- Pros
- Simpler to administer
- Avoids difficult weighting judgments
- Cons
- Could encourage unproductive membership drives, grassroots campaigning
- May be difficult to assure an informed quorum

- Pros
- Allows membership voting to be a tool of achieving AHIC objectives
- Cons
- Requires complex decision-making regarding weighting criteria
- Could institutionalize existing dominant participants, discourage participation by smaller innovators

*American Health Information Community Successor Public Meeting September 5, 2007*

## 4. How Should Membership Fee Schedules Be Structured? 

***4. How Should Membership Fee Schedules Be Structured?***** **

- AHIC successor should be feasible to operate and sustainable into the future
- The AHIC successor should, by the middle of 2009, have developed methods and means to become financially and operationally sound and secure for the years 2010 through 2014
- Membership fees, if any, cannot become a barrier to participation

**Potential Models**

**Fully-Funded**
- Membership fee schedule is set at a level sufficient to fully fund AHIC successor budget starting no later than 2009.

**Partially-Funded**
- Membership fee schedule is set at a level sufficient to fund a substantial proportion but not all of AHIC successor budget.

**Alternative Funding**
- Gifts, grants, etc.
- Sales of services, products, etc.

*American Health Information Community Successor Public Meeting September 5, 2007*

## 4. Continued ...Illustrative Pros & Cons of Each Model

***4. Continued ...****Illustrative Pros & Cons of Each Model*

**Fully-Funded****	****	**** Partially-Funded ****	****Alternative/No Fee**

- Pros
- Relieves business model of need to generate fees or contributions from other sources
- Relieves AHIC 2.0 staff of burden of devoting time to fund raising
- Cons
- Potential for elevated fees, discouraging participation
- Would rely on success of membership drives, which is a risk to long-term planning

- Pros
- Lower fees encourage participation
- Less reliance on membership drives
- Cons
- Fee obligations are still likely to be material, especially for individuals and small businesses
- Requires AHIC to either (i) generate fee income from services, or (ii) generate contributions,

- Pros
- Allows focus of efforts to remain on interoperability goals
- Levels the playing field among member organizations
- Cons
- Difficulty securing alternate funding sources (grants and gifts from independent sources) in the first three years
- Lack of revenue earning services in years 1 or 2

*American Health Information Community Successor Public Meeting September 5, 2007*

## Discussion of Membership Sector Considerations

| Membership Sectors | How will membership sectors be defined?
How will membership sectors operate?
How will member voting be organized?
How will membership fee structures be set? |
| --- | --- |
| Board Members and Board Structure | How will Board members be selected?
Who will be eligible to serve as a Board member?
What will be the optimum number of Board members?
Should the chairperson and the CEO be the same person?
How will the chairperson be selected?
How will the Board’s executive committee be determined?
Will Board members be responsible for advancing the interests of the sector or AHIC? 
What majorities will be required to constitute action of the board? |
| Membership-to-Board Questions | How will open communication between membership and board be assured?
What voting rights will members have versus those reserved for the Board? |

*American Health Information Community Successor Public Meeting September 5, 2007*

## Key Considerations in Designing AHIC Successor

| Membership Sectors | How will membership sectors be defined?
How will membership sectors operate?
How will member voting be organized?
How will membership fee structures be set? |
| --- | --- |
| Board Members and Board Structure | How will Board members be selected?
Who will be eligible to serve as a Board member?
What will be the optimum number of Board members?
Should the chairperson and the CEO be the same person?
How will the chairperson be selected?
How will the Board’s executive committee be determined?
Will Board members be responsible for advancing the interests of the sector or AHIC? 
What majorities will be required to constitute action of the board? |
| Membership-to-Board Questions | How will open communication between membership and board be assured?
What voting rights will members have versus those reserved for the Board? |

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. How Should Board Members Be Selected?

***1. How Should Board Members Be Selected?***

- Board members should be selected by elective or appointive methods that result in a balanced representation of the interests of members in all sectors
- Board selection process must be fair and equitable and must be perceived as such

**Potential Models**

**Appointed**
- Each sector organizes an appointment process through which one or more members or designees appoints one or more board members as allotted to the sector

**Elected**
- Each sector organizes an election process through which the board members allotted to the sector are elected

*American Health Information Community Successor Public Meeting September 5, 2007*

## Pros
Assures that specified voices within a sector will be heard at the board level
Cons
May institutionalize certain elements of board appointment and make them resistant to change.

***1. Continued ...****Illustrative Pros & Cons of Each Model*

**Appointed** 			 **Elected**

- Pros
- Assures that specified voices within a sector will be heard at the board level
- Cons
- May institutionalize certain elements of board appointment and make them resistant to change.

- Pros
- Helps assure that each sector member has a role in electing board members allotted to the sector
- Cons
- Requires establishment of voting eligibility requirements and procedures with attendant expense
- May result in election procedures that are different for each sector, raising questions of fairness
- Could lead to electioneering

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. Who Is Eligible To Serve As A Board Member?

***2. Who Is Eligible To Serve As A Board Member?***

- Eligibility to be elected or appointed to the Board should be clearly defined
- Selection criteria must support the AHIC mission and not disenfranchise any member sector

**Potential Models**

**Sectors Determine Eligibility**
- Each sector determines eligibility criteria for Board membership for that sector

**Board Determines Eligibility**
- Board itself establishes criteria for Board membership

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. Continued ...Illustrative Pros & Cons of Each Model

***2. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Sectors Determine****	****	****Board Determines**

- Pros
- Sectors can create eligibility criteria that fit their needs
- Cons
- Sectors may be slow to adapt criteria as circumstances evolve
- Sectors may select criteria that have parochial elements and are not aligned with the AHIC Successor agenda

- Pros
- Board can align eligibility criteria with the mission of AHIC successor
- Board can ensure criteria evolves over time
- Cons
- Sectors may feel that eligibility criteria were imposed upon them

*American Health Information Community Successor Public Meeting September 5, 2007*

## 3. What Is The Optimum Number Of Board Members? 

***3. What Is The Optimum Number Of Board Members? ***

- Eligibility to be elected or appointed to the board should be clearly defined
- Selection criteria must support AHIC mission and not disenfranchise any member sector
- Board should be an efficient decision-making body with continuity and stability

**Potential Models**

**Senatorial Model**
- Each sector chooses two or more Board members; Board may have as many as fifty members

**Corporate Model**
- Each sector chooses one Board member: Board has no more than twenty members

*American Health Information Community Successor Public Meeting September 5, 2007*

## 3. Continued ...Illustrative Pros & Cons of Each Model

***3. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Senatorial Model****	****	****Corporate Model**

- Pros
- Accommodates a large number of narrow industry sectors
- Supports rigorous debate
- Promotes enfranchisement and proximity to decision makers
- Cons
- Encourages longer deliberations; discourages quick decision-making
- Greater risk of deadlock
- Frequency of meetings may be discouraged

- Pros
- Accommodates small number of broad industry sectors
- Supports efficient and rapid decision-making
- Minimizes risk of deadlock
- Cons
- Creates opportunity for Board to act independently of membership

*American Health Information Community Successor Public Meeting September 5, 2007*

## 4. Should The Chair And The CEO Be The Same?

***4. Should The Chair And The CEO Be The Same?***

- Structure should ensure that Board deliberations are not dominated nor controlled by any single interest or sector
- Selection process should be calculated to result in strong leadership
- Chairperson and board should not have fundamentally opposing philosophies

**Potential Models****	**

**For-Profit Model**
- The Chief Executive Officer is also the Chairman of the Board, a salaried position

**Not-For-Profit Model**
- The Chairman of the Board is a volunteer position, while the CEO is a salaried position

*American Health Information Community Successor Public Meeting September 5, 2007*

## 4. Continued ...Illustrative Pros & Cons of Each Model

***4. ******Continued ...****Illustrative Pros & Cons of Each Model*

**For-Profit Model****	****	****Not-For-Profit Model****	**

- Pros
- Provides structural support for strong leader of both Board and staff
- Cons
- Consolidates power in the hands of one person
- Could frustrate or delay change

- Pros
- Could result in a business leader of national prominence acting as chairperson, and person with deep expertise in the health IT field acting as CEO
- Provides rational balance in leadership structure
- Cons
- Could weaken both positions, if chairperson and CEO disagree

*American Health Information Community Successor Public Meeting September 5, 2007*

## 5. How Should The Chairperson Be Selected?

***5. How Should The Chairperson Be Selected?***

- Structure should ensure that board deliberations are not dominated nor controlled by any single interest or sector
- There should be accountability and responsiveness to members

**Potential Models****	**

**Corporate Model**
- Board elects the chairperson by majority vote

**Popular Vote Model**
- Members vote for chairperson

*American Health Information Community Successor Public Meeting September 5, 2007*

## 5. Continued ...Illustrative Pros & Cons of Each Model

***5. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Corporate Model****	****	****Popular Vote Model****	**

- Pros
- Vests board with authority; possibly resulting in selection of most capable chairperson
- Cons
- Distances chairperson from members

- Pros
- Results in a chairperson who is known and responsive to members
- Cons
- Requires establishment of voting eligibility requirements and procedures with attendant expense
- Could lead to electioneering

*American Health Information Community Successor Public Meeting September 5, 2007*

## 6. How Will The Executive Committee Be Formed?

***6. How Will The Executive Committee Be Formed?***

- Structure should ensure that board deliberations are not dominated nor controlled by any single interest or sector
- Structure should ensure that views of all sectors will be adequately conveyed to the board

**Potential Models****	**

**Security Council Model**
- Membership in the Executive Committee rotates automatically

**Corporate Model**
- The Chairperson chooses the Executive Committee members

*American Health Information Community Successor Public Meeting September 5, 2007*

## 6. Continued ...Illustrative Pros & Cons of Each Model

***6. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Security Council Model****	****	****Corporate Model**

- Pros
- Avoids institutionalization of Executive Committee function
- Cons
- Executive Committee members may not always represent needed skill set

- Pros
- Centralized decision-making
- Promotes efficiency
- Cons
- Institutionalizes authority of chairperson
- Creates a greater risk of decision-making that does not have wide support

*American Health Information Community Successor Public Meeting September 5, 2007*

## 7.  How Broad Is A Board Member’s Responsibility?

***7.  How Broad Is A Board Member’s Responsibility?***

- The fiduciary duty of the board members should be specified

**Potential Models****	**

**Duty to AHIC**
- Board members are responsible for advancing the interests of AHIC even at the expense of the interest of the sector they represent

**Duty to Sector**
- Board members are responsible for advancing the interest of the sector they represent, even at the expense of the interests of AHIC

*American Health Information Community Successor Public Meeting September 5, 2007*

## 7. Continued ...Illustrative Pros & Cons of Each Model

***7. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Duty to AHIC Successor****	****	****Duty to Sector**

- Pros
- Supports achievement of AHIC objectives
- Cons
- May restrict the number and kind of person who are willing to serve on the board
- Government board members may need to be excepted from this duty

- Pros
- None
- Cons
- May result in parochialism and slow the progress toward interoperability
- Not all stakeholders will be represented
- Violates the stated governance principles

*American Health Information Community Successor Public Meeting September 5, 2007*

## 8. What Majorities Are Required To Constitute Action?

***8. What Majorities Are Required To Constitute Action?***

- Decision-making process should specify the use of quorums and types of issues that require super majorities of the board for adoption

**Potential Models****	**

**Majority Vote for All Decisions**
- Affirmative vote of a majority of the board for all decisions

**Complex Voting**
- Affirmative super majority vote is required under specific circumstances
- Double majority vote is required under other circumstances
- Circumstances to be specified in governing documents

*American Health Information Community Successor Public Meeting September 5, 2007*

## 8. Continued ...Illustrative Pros & Cons of Each Model

***8. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Majority Vote Always ****	****	****	****Complex Voting**

- Pros
- Helps build broad support for key decisions
- Cons
- Could delay decision-making
- Could give veto ability to a small group of sectors

- Pros
- Enables decisions to be made efficiently
- Supports the concept  that members should try to adapt to decisions that most of their peers support
- Cons
- Risks enactment of decisions supported by a bare majority that cannot garner widespread adoption in practice

*American Health Information Community Successor Public Meeting September 5, 2007*

## Discussion of Board Considerations

*American Health Information Community Successor Public Meeting September 5, 2007*

| Membership Sectors | How will membership sectors be defined?
How will membership sectors operate?
How will member voting be organized?
How will membership fee structures be set? |
| --- | --- |
| Board Members and Board Structure | How will Board members be selected?
Who will be eligible to serve as a Board member?
What will be the optimum number of Board members?
Should the chairperson and the CEO be the same person?
How will the chairperson be selected?
How will the Board’s executive committee be determined?
Will Board members be responsible for advancing the interests of the sector or AHIC? 
What majorities will be required to constitute action of the board? |
| Membership-to-Board Questions | How will open communication between membership and board be assured?
What voting rights will members have versus those reserved for the Board? |

## Key Considerations in Designing AHIC Successor

| Membership Sectors | How will membership sectors be defined?
How will membership sectors operate?
How will member voting be organized?
How will membership fee structures be set? |
| --- | --- |
| Board Members and Board Structure | How will Board members be selected?
Who will be eligible to serve as a Board member?
What will be the optimum number of Board members?
Should the chairperson and the CEO be the same person?
How will the chairperson be selected?
How will the Board’s executive committee be determined?
Will Board members be responsible for advancing the interests of the sector or AHIC? 
What majorities will be required to constitute action of the board? |
| Membership-to-Board Questions | How will open communication between membership and board be assured?
What voting rights will members have versus those reserved for the Board? |

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. How Will Open Communication Be Assured?

***1. How Will Open Communication Be Assured?***

- Structure should ensure that views of all sectors will be adequately conveyed to the board

**Potential Models****	**

**Passive Model**
- The membership sectors have no specific communications requirements, but communicate in an ad hoc manner
-  For example, each sector has access to board members via e-mail
- proceedings of the Board are communicated via list serves and posted on Internet pages

**Active Model**
- Each sector has defined communication requirements, such as having periodic meetings, possibly at multiple locations, to provide a forum for expression of member views
- Each sector is required to canvass its members to solicit their views on agenda items prior to each board meeting

*American Health Information Community Successor Public Meeting September 5, 2007*

## 1. Continued ...Illustrative Pros & Cons of Each Model

***1. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Passive Model****	****	****Active Model****	**

- Pros
- Simple and cost-effective
- Cons
- May not result in effective communication

- Pros
- Supports active and focused communication of views between members and their representatives
- Cons
- Involves additional cost and potential delay

*American Health Information Community Successor Public Meeting September 5, 2007*

## 2. Member Voting Versus Board Voting?

***2. Member Voting Versus Board Voting?***

- There should be a clear delineation of voting rights of members and between voting rights of members and the board

**Potential Models**

**Member-Centered**
- Members vote on all material decisions
- Board function is to elect officers and make recommendations to members

**Central Board Authority**
- Members vote only on organic changes (i.e. amendment of charter, merger, dissolution, etc.)
- Board has all other governance authority

*American Health Information Community Successor Public Meeting September 5, 2007*

**Reserved Member Authority**
- Members have reserved authority over organic changes and specified matters, such as creation of new sectors or change in Board composition
- Board has authority over matters not reserved for members

**Popular Initiative Member Authority**
- Members can initiate a referendum on any Board action and can vote to impose an alternative decision

## 2. Continued ...Illustrative Pros & Cons of Each Model

***2. ******Continued ...****Illustrative Pros & Cons of Each Model*

**Member-Centered**
- Pros
- Supports wide adoption of decisions
- Cons
- Voting process could cause delay in decision-making and risks deadlock if consensus is not obtained

*American Health Information Community Successor Public Meeting September 5, 2007*

**Central Board Authority**
- Pros
- Supports efficiency, ability to adapt quickly to changing conditions
- Corresponds to for-profit governance model, hence readily understood
- Cons
- May reduce accountability of board and make members feel removed from organization and more prone to cease participation

**Reserved Member Authority**
- Pros
- Affords opportunity for widespread endorsement of critical Board decisions
- Could help avoid a “false start” if  decision lacks popular/ industry support
- Cons
- May require extensive disclosure and education programs that involve costs and result in delays

**Popular Initiative Member Authority**
- Pros
- Vests ultimate authority at the member level
- Assures member votes only take place when they are seriously demanded
- Cons
- Could engender frequent campaigns for referenda with delays and added cost If referenda are defeated, could inhibit advancement of the debate

## Discussion of all Design Considerations

| Membership Sectors | How will membership sectors be defined?
How will membership sectors operate?
How will member voting be organized?
How will membership fee structures be set? |
| --- | --- |
| Board Members and Board Structure | How will Board members be selected?
Who will be eligible to serve as a Board member?
What will be the optimum number of Board members?
Should the chairperson and the CEO be the same person?
How will the chairperson be selected?
How will the Board’s executive committee be determined?
Will Board members be responsible for advancing the interests of the sector or AHIC? 
What majorities will be required to constitute action of the board? |
| Membership-to-Board Questions | How will open communication between membership and board be assured?
What voting rights will members have versus those reserved for the Board? |

*American Health Information Community Successor Public Meeting September 5, 2007*

## Government-Specific Design Considerations

- May government agencies participate in the AHIC successor as members?
- May government employees serve on the board of directors of the AHIC successor?

*American Health Information Community Successor Public Meeting September 5, 2007*

## BREAK

*American Health Information Community Successor Public Meeting September 5, 2007*

## American Health

**Information Community Successor**
**The Grant Process and Evaluation Criteria**

*American Health Information Community Successor Public Meeting September 5, 2007*

## Two year grant project period
First 12-month funding for
Stage 1- Design and Establish 
Stage 2- Operation of new legal entity
Substantive role for HHS across the grant period
Collaborate to design and build the successor organization
Participate as member of new legal entity

- Two year grant project period
- First 12-month funding for
- Stage 1- Design and Establish
- Stage 2- Operation of new legal entity
- Substantive role for HHS across the grant period
- Collaborate to design and build the successor organization
- Participate as member of new legal entity

*American Health Information Community Successor Public Meeting September 5, 2007*

## Grant Facts

| Grantor | Department of Health and Human Services, the Office of the National Coordinator for Health IT |
| --- | --- |
| Grant Period | Two years from time of award; includes two budget periods (Anticipated Nov. 2007 – Oct. 2009) |
| Grant Type | Cooperative Agreement |
| Grant Value | Up to $13,000,000 over two years |
| Funding Number | HHS-ONC-07-001   |
| Close Date | October 5, 2007 |
| Eligible Applicants | Unrestricted |
| Purpose | Design, establish, and operate the American Health Information Community successor  |

- _http://www.grants.gov/search/search.do?oppId=15164&mode=VIEW_

*American Health Information Community Successor Public Meeting September 5, 2007*

## Grant Scope and Stages

**Stage 1** - To facilitate collaboration among public and private representatives to design and establish a new stable entity focused on nationwide health IT interoperability
- The design and establishment stage expected to be completed within four months
**Stage 2** - To operate the AHIC successor consistent with the design and resulting bylaws for an initial period of operation that will result in a stable, self-sustaining operation
- The initial period of operation must commence by March/April of 2008 to provide adequate opportunity for overlap of the current AHIC and the AHIC successor

*American Health Information Community Successor Public Meeting September 5, 2007*

## Stage 1 Design and Establishment - Specifics

- Design an **organizational structure** addressing governance, membership, operational structure, and the roles and responsibilities of officers and members
- Develop **bylaws **as well as initial policies and procedures
- Execute a certificate of **incorporation**
**Populate a board** with a balanced yet broad representation from the health community
- Articulate a three-year organization **development plan** that describes the strategic direction
- Identify candidates for **key management positions**
**Recruit members** for the AHIC successor beyond the initial planning board members;
- Draft an **outreach plan** to ensure recruitment of broad-based membership
- Draft a **business plan** to obtain financial sustainability in alignment with the organization development plan
- Acquire adequate additional **financial resources**
- Analyze current AHIC activities and **identify actions to be transferred from AHIC** to the new organization and a plan for the transition of these activities by late Fall 2008

*American Health Information Community Successor Public Meeting September 5, 2007*

## Stage 2 Initial Operation

- Focus is on achieving interoperability
- Early operational activities will be better defined during the design process, but will include:
- Prioritize stakeholder requirements for nationwide health IT interoperability
- Accelerate and coordinate current AHIC interoperability initiatives including standards harmonization and certification of health IT
- Advance the harmonization of technology standards and policies, including those to protect confidentiality, privacy, and security
- Advance the certification of products, network providers and/or operations

*American Health Information Community Successor Public Meeting September 5, 2007*

## Grantee Responsibilities

- Convene a planning board, design, and establish the AHIC successor
- Strong facilitation of the planning board
- Executive oversight of design process, staff, and deliverables
- Thought leadership to bring people together and encourage them to coalesce around the common cause
- Domain expertise with deep understanding of the national health IT agenda, HITSP, CCHIT, competing interests, and organizational design related to public-private partnerships
- Ability to provide business acumen and strategic direction

*American Health Information Community Successor Public Meeting September 5, 2007*

## ONC Responsibilities

- Consultation and technical assistance in planning, operating, and evaluating the design activities
- Provision of information about AHIC and ONC programs and contracting activities relevant to the NHIN and interoperability
- Assistance in collaborating with appropriate federal, state and local governmental officials in the formation of the membership and board
- Review of activities and feedback to ensure that objectives and award conditions are being met
- Coordination of AHIC activities to the support optimal use of resources and expertise during transition

*American Health Information Community Successor Public Meeting September 5, 2007*

## Joint Responsibilities

- The grantee, jointly with ONC, will propose an AHIC successor planning board, to perform in the role of an interim governance body
- Composed of up to twelve nationally or regionally recognized leaders, including government representatives
- The government representatives will be coordinated through ONC
- Each with a reputation as a fair and balanced representative, the ability to build membership, and the time to actively work on the design issues

*American Health Information Community Successor Public Meeting September 5, 2007*

## Competitive Review & Evaluation Process

- ONC panel will conduct a criteria-based review
- Assess the quality of the proposed approach
- Determine likelihood of its success
- Reviewers will rate proposals on a scale of 0 to 100
- Approach and work plan, 25 points
- Collaboration, 20 points
- Convening and dissemination, 10 points
- Staffing and organization arrangements, 25 points
- Budget and allocation of resources, 20 points
- Criteria are closely interrelated and will be considered as a whole in assessing overall quality of an application

*American Health Information Community Successor Public Meeting September 5, 2007*

## Evaluation Criteria Overview

- Demonstration of an understanding of the nationwide health IT agenda
- Fair, balanced approach to the design that allows for appropriate expert and government input
- Multi-stakeholder participation throughout the process of designing and establishing the successor entity
- Capacity and resources to convene and disseminate information
- Quality of proposed staffing and proposed organization arrangements
- Adequacy and appropriateness of overall budget and the allocation of resources

*American Health Information Community Successor Public Meeting September 5, 2007*

## Grant Process and Timeline

- Notice of Funding Availability is posted on Grants.gov
- A Letter of Intent is encouraged by ONC, to be submitted by September 15, 2007
- Applications must be received by ONC by October 5, 2007, by 5:00 PM Eastern Daylight Savings Time
- Applications will be reviewed beginning October 8, 2007
- Award expected on or before November 13, 2007

*American Health Information Community Successor Public Meeting September 5, 2007*

## The Grant Application 

- 1. Application for Federal Assistance is Standard Form 424 Research and Related Project or SF- 424 R&R
- 2. Table of Contents
- 3. The following SF-424 R&R Attachments:
- Project/Performance Site Location(s), required only for multi-site applicants
- Senior/Key Person Profile
- Budget
- Budget (Total Fed + NonFed)
- Subaward Budget (Total Fed + NonFed), if applicable
- 4. SF-424 B R&R Attachment: Assurances - Non-construction Programs
- 5. PHS 398 Cover Letter File
- 6. PHS 398 Application for Federal Assistance Checklist
- 7. Project Narrative Statement
- 8. Any appendices or attachments, if applicable
- 9. Proof of Non-profit Status, if applicable
- 10. Copy of the applicant's Approved Indirect Cost Rate Agreement, if applicable
- 11. Certification Regarding Drug-Free Workplace
- 12. Certification Regarding Debarment, Suspension, or other Responsibility Matters
- 13. Certification and, if applicable, Disclosure Regarding Lobbying

*American Health Information Community Successor Public Meeting September 5, 2007*

## Grants.gov