Background

Improving quality of care, patient safety, and the cost effectiveness of health care delivery has become a national priority. One of the key approaches to achieving this priority is the ability of providers to access electronic health records across multiple facilities so that both past and current patient information is available to authorized service providers. The need to record, store, and exchange information about individuals securely and electronically among care providers requires the development and implementation of standards-based policies, procedures, and technologies that connect physician practices, hospitals, pharmacies, labs, public health, home health, long-term care facilities, and others across geographic areas in a cost-effective and consumer focused manner.

Health systems, communities, and regions in North Carolina are beginning to connect their referral and care networks within confined service areas. There currently is no single organization that acts as a bridge among care providers, nor is there a neutral, and representative body to establish multi-enterprise operations with policies, procedures, technology selection, and operating and financing mechanisms that have the approval and support of the participants.

To provide the needed statewide coordination and operational functions for North Carolina and to support proposals to federal agencies that require such a statewide coordinating entity, NCHICA established the North Carolina Health Information Exchange as an operating division of NCHICA.

Article I - Mission

It is the mission of the North Carolina Health Information Exchange Council (NC HIE Council) to enable the timely and secure exchange of electronic health information for the purposes of improving the quality, safety and efficiency of healthcare and the overall health of residents. The NC HIE Council will undertake this mission by planning, establishing standards and advocating for the creation of a Health Information Exchange for North Carolina that connects with the nationwide health information network. This will be done, wherever possible, by adopting existing standards and policies & procedures. With the support of NCHICA, the NC HIE Council may help to create and arrange to operate an actual exchange, or manage it through contracts with outside technical providers.

The NC HIE Council will engage healthcare stakeholders to facilitate the above objectives and deliverables and may hire staff and/or contract with third parties to supplement these efforts. Success will be measured by the utility of these activities and deliverables to NC residents and healthcare stakeholders.

Article II - Governance

Section 1 - The NC HIE Council

(1) The NC HIE Council consists of not more than twenty-five (25) Members, intended to represent the majority of healthcare stakeholders in North Carolina, as follows:

a) Representative of the North Carolina Consumer Advisory Council on Health Information
b) Representative of the North Carolina Medical Society
c) Representative of NCHA (the North Carolina Hospital Association)
d) Representative of the North Carolina Nursing Profession
e) Representative of the North Carolina Health Information Management Association (NCHIMA)
f) Representative of the NC Institute of Medicine
g) Representative of the North Carolina Association of Pharmacists
h) Representative of the North Carolina Association of Free Clinics
i) The North Carolina State Health Director or his/her designee
j) The North Carolina State Chief Information Officer or his/her designee
k) Representative of the North Carolina Association of Local Health Directors
l) Representative of the North Carolina Office of Emergency Medical Services
m) Representative of the North Carolina Division of Medical Assistance (Medicaid)
n) Representative of the North Carolina Association of Health Plans
o) Representative of private-sector behavioral health providers
p) Representative of the North Carolina Division of MH/DD/SAS
q) Representative of long-term care / nursing homes
r) Representative of ancillary services providers - laboratory
s) Representative of ancillary services providers - radiology
t) Representative of the NCHICA CIO Roundtable appointed by the NCHICA Board of Directors
u) Two (2) representatives appointed by the Board of Directors of the North Carolina Healthcare Information and Communications Alliance (NCHICA)
v) Representative of a Health Information Exchange service provider
w) Additional representative members up to the maximum as appointed by the NCHICA Board

(2) The Executive Director of NCHICA shall serve as an ex-officio (non-voting) member of the NC HIE Council.

Section 2 - Terms of Office

(1) Appointment to the NC HIE Council shall be for a two (2) year term, unless the Member either resigns or no longer meets the criteria for the category of membership he or she filled when originally appointed, in which case the Member's term shall terminate immediately and a replacement shall be appointed for the remainder of such term. Terms of Members of the NC HIE Council shall be staggered, with one-half expiring in October of each year, as noted below. Members may be reappointed.

(2) Terms of the individuals appointed by the following organizations shall expire in October of years ending with an even number:

a) Representative of the North Carolina Nursing Profession
b) Representative of the North Carolina Health Information Management Association (NCHIMA)
c) Representative of the NC Institute of Medicine
d) Representative of the North Carolina Association of Free Clinics
e) The North Carolina State Health Director or his/her designee
f) Representative of the North Carolina Association of Local Health Directors
g) Representative of the North Carolina Division of Medical Assistance (Medicaid)
h) Representative of private-sector behavioral health providers
i) Representative of the North Carolina Division of MH/DD/SAS
j) Representative of the NCHICA CIO Roundtable appointed by the NCHICA Board of Directors
k) Representative of ancillary services providers - radiology
l) One representative appointed by the Board of Directors of the North Carolina Healthcare Information and Communications Alliance (NCHICA)

(3) Terms of the individuals appointed by the following organizations shall expire in October of years ending with an odd number:

a) Representative of the North Carolina Consumer Advisory Council on Health Information
b) Representative of the North Carolina Medical Society
c) Representative of NCHA (the North Carolina Hospital Association)
d) Representative of the North Carolina Association of Pharmacists
e) The North Carolina State Chief Information Officer or his/her designee
f) Representative of the North Carolina Office of Emergency Medical Services
g) Representative of the North Carolina Association of Health Plans
h) Representative of long-term care / nursing homes
i) Representative of ancillary services providers - laboratory
j) Representative of the North Carolina Institute of Medicine
k) One representative appointed by the Board of Directors of the North Carolina Healthcare Information and Communications Alliance (NCHICA)
l) Representative of a Health Information Exchange service provider

Section 3 - Officers

(1) The NC HIE Council shall elect, from among its Members, a Chair, a Vice-Chair, and any other such officers as it deems necessary. Each officer shall hold office for one year, unless he or she earlier resigns or is removed from office by a majority vote of the NC HIE Council.

(2) The Executive Director of NCHICA shall serve as the Secretary of the NC HIE Council.

(3) Duties of Officers:

a) Chair - The Chair of the NC HIE Council shall preside at all meetings of the NC HIE Council and shall perform such other duties as may be prescribed from time to time by the Council.
b) Vice-Chair - The Vice-Chair shall preside at meetings of the NC HIE Council in the absence of the Chair. In general, he/she shall perform all duties as the NC HIE Council or the Chair of the NC HIE Council shall prescribe from time to time.
c) Committee Liaisons -individuals from the Council shall serve as the primary liaison with each Committee established by the Council. These Committee Liaisons shall coordinate Committee and Council activities. The number of Committee Liaisons will be equal to the number of Committees established by the Council. The Committee Liaisons shall be appointed by the Chair.
d) Secretary - The Secretary shall keep accurate records of the acts and proceedings of all meetings of the NC HIE Council and its committees. The Secretary shall give all notices required by law and by this Charter and shall have general charge of the books and records of: (i) the Charter, as amended; (ii) the minute book containing records of the actions and proceedings of the NC HIE Council, its committees and members, (iii) the names and addresses of each member, representative, and officer. The Secretary shall sign such instruments as may require execution, and, in general, shall perform all duties as may be assigned to her/him from time to time by the NC HIE Council or its officers.

Section 4 - Meetings

Section 4.1 -Meetings

(1) The NC HIE Council shall hold an annual meeting and such additional meetings as are required to conduct the business of the NC HIE Council.

(2) The NC HIE Council shall provide the opportunity at each meeting for any member of the Council (and the healthcare stakeholders those members represent) to petition the Council on any matter related to health information exchange in North Carolina. Reasonable time limits for the presentation of such petitions may be established by the NC HIE Council.

(3) Any meeting of the NC HIE Council may be conducted in person and/or via telephone conference call webinar, or other electronic means available to Members.

(4) Any Member of the NC HIE Council may give his/her proxy vote to another Member of the Council in the event that he/she is unable to attend a meeting, by giving notice to the Chair and Secretary, either in writing or via electronic mail, prior to the start of the meeting. Members of the NC HIE Council are urged to ensure their constituency is represented by a non-voting substitute in the event they are unable to attend a meeting.

(5) The act of a simple majority of Members present in person, by telephone or other electronic means, or by proxy at a meeting at which a quorum is present, shall be the act of the NC HIE Council.

(6) Meetings of the NC HIE Council may be called by the Chair, the Vice-Chair, or by a majority of Members. The Chair or Vice-Chair shall call a meeting of the NC HIE Council upon receiving a request to do so from a majority of Members.

(7) Minutes of all meetings of the NC HIE Council must be made available to any member of the Council and the healthcare stakeholders those members represent.

Section 4.2 - Quorum

(1) A simple majority of Members of the NC HIE Council must be present for any action to be taken by the Council. For the purposes of determining a quorum, vacant positions on the NC HIE Council shall not be counted.

Section 4.3 - Notice of Meetings

(1) No action may be taken by the NC HIE Council except at a duly-called meeting at which a quorum is present.

(2) Notice of any meeting of the NC HIE Council must be given by the Secretary to all members at least 10 calendar days prior to the meeting.

(3) Notice of a meeting of the NC HIE Council may be given by electronic mail or U.S. mail.

(4) For the purposes of this Section, notice is considered to be given when an electronic mail containing such notice has been sent, properly addressed to the electronic mail address most recently provided by each Member; or when physical mail containing such notice, with proper postage affixed and properly addressed to the physical address most recently provided by each Member or individual or organizational member, is placed in a U.S. mailbox.

(5) Notice of meetings of the NC HIE Council also shall be posted on the Internet site of NCHICA, and also on any Internet site maintained by the NC HIE Council at least 10 calendar days prior to each meeting; however, such posting is intended as a convenience and does not constitute official notice of the meeting under this Section.

(6) Any member of the NC HIE Council and the healthcare stakeholders those members represent may attend any meeting of the Council and its Committees. The NC HIE Council may establish policies regarding visitor attendance and participation at meetings.

(7) At any duly-called meeting, the NC HIE Council may enter into a closed session for the purpose of considering matters such as contract negotiations, competitive selection of a vendor, or personnel matters. The results of discussions at such closed sessions must be entered into the meeting minutes at such time as revealing the results of those discussions would not defeat the purpose of entering into the closed session.

Section 5 - Committees

(1) Committees of the Council

a) Executive Committee. The NC HIE Council, by motion adopted by a majority of all of the Members in office when the action is taken at any regular or special meeting of the Council, may designate three (3) or more Members to constitute an Executive Committee. The Executive Committee shall be comprised only of persons holding the following offices or positions, provided however, that such persons are currently serving as Members: the Chair, Vice-Chair, any current Committee Liaisons, and immediate past Chair of the NC HIE Council. The Executive Director of NCHICA, as the NC HIE Council's Secretary, shall serve as an ex-officio (non-voting) member of the Executive Committee. If a person is on the Executive Committee and ceases to be a Member of the NC HIE Council, then such person shall cease to be a member of the Executive Committee and a vacancy shall be deemed to exist on the Executive Committee.
b) Additional Committees. The Council may appoint additional committees including a Policy Development Committee, an HIE Development & Technical Operations Committee, a Finance & Administration Committee, a Stakeholder Relations Committee, a Quality of Care and Evaluation Committee, and any other standing or ad-hoc committees, as it deems appropriate. These committees will draw their members from individual or organizational healthcare stakeholders (including but not limited to physician practices, ambulatory care clinics, acute care facilities, consumers, laboratories, long-term care facilities, payers, pharmacies, public health agencies, radiological facilities, and ancillary services).
c) Membership in any committees shall be at the discretion of the NC HIE Council and is not limited to members of the NC HIE Council or the healthcare stakeholders those members represent.

(3) Notice of committee meetings will be given to all interested members of the NC HIE Council and through those members, to the healthcare stakeholders those members represent. Such notice may be given by electronic mail, and must be given at least 24 hours prior to the meeting.

(4) Any member of the NC HIE Council or any healthcare stakeholder represented by the Council may notify the Secretary of his/her interest in being notified of committee meetings.

Section 6 - Projects

(1) The NC HIE Council may, in its discretion, approve the creation of a Project for purposes such as, but not limited to, applying for funding, administering a contract, or implementing information exchange services.

(2) For any such Project created by the NC HIE Council, the Council shall appoint a project steering committee to manage the day-to-day operations of that Project. The membership of the project steering committee shall be at the discretion of the NC HIE Council.

(3) The NC HIE Council shall delegate such tasks as it deems appropriate to a project steering committee except that all contracts entered into by the project team, and any amendments to such contracts, must be approved by the NC HIE Council.

Article III - Amendments

(1) This Charter may be amended by an affirmative vote of two-thirds of the Members currently serving on the NC HIE Council.

(2) The proposed text of any amendment to this Charter must be included in the notice of the meeting of the Council given in accordance with Section 4.3 of this Charter, in order for the NC HIE Council to consider the amendment at that meeting. Minor changes to the proposed text may be approved at the meeting where the amendment is approved. Any changes that alter the intent of a proposed amendment may not be approved at the meeting where the change is proposed, but instead require that notification of the proposed amendment be included in the notice for a subsequent meeting.