Minutes
Open Health Tools, Inc.

Meeting of the Board of Stewards
Birmingham, United Kingdom
July 1, 2008

The third Board meeting was called to order at 11:25 (GMT) on July 01,2008.

Introduction of new members

The following applicants for membership presented information on their organization, interests and intended conribution to Open Health Tools. The slides from each presentation are available by clicking on the organization's name.

RESOLVED, that the following organizations be accepted as Members of Open Health Tools Inc., that the persons, listed below, having been appointed by their organizations as their representatives, be accepted as Stewards for such Members.

New Member Steward
Discovery Machines Todd W. Griffith
Cambio Healthcare Systems Rong Chen
International Technology Group Boris Kapitanski
Mayo Clinic Thomas Johnson
Misys Tim Elwell
Collaborative Software Initiative Mike Herrick
Australian e-Health Research Centre Simon McBride
Change of Steward
IBM Rich Rogers
Veterans Health Administration David Carlson
CollabNet Tony De La Lama

The resolution was adopted with no objections.

Old Business

The minutes of the April 14, 2008 board meeting were approved without objection.

The following status reports on existing technical projects were presented. Each project name is linked to the update slides presented at the meeting.

New Business

Technical Projects

The following reports on technical projects were proposed and Approved in Principle

The following potential projects are being developed for consideration at next Board Meeting.

  • IHE
  • Device Information Interoperability

Marketing Projects

The following status reports on Marketing projects were presented:

Finance Report:

Skip McGaughey reported that OHT did not have general, administration, or operational funds at this time and OHT was continuing to operate with voluntary contributions. The change to the by-laws enabling member contribution would significantly relieve the cash flow shortage. In addition, he did not see a need to change the business model for OHT.

Richard Sears and Dan Sears of Friends of eHealth provided the following report.

Member Presentations

The following are Member Presentations

Critical Success Factors

The following were identified as Critical Success Factors.

  • The Board directed the Executive Director and the Chief Technology Officer to address these critical issues and report back by the next Board Meeting. HL7 identified the need to have tooling for publishing the HL7 specifications and balloting
  • Red Hat asked to identify the process for creating projects on the Collabnet development site to assure openness and transparency.

Resolution Change to By-laws

Resolution Change to By-laws - Contributions

RESOLVED, that Section 2.2 of the Bylaws be replaced with the following two sections, that the word "financial" be struck as indicated, and that the original Section 2.3 be relabeled "Section 2.4

Section 2.2. Process. To be a Member, a person or entity must complete a written membership application in such form as shall be adopted by the Open Health Tools Board of Stewards (the "Board"), including a description of the contribution that the Member plans on providing to Open Health Tools. Members are approved for admission by a majority vote of the Board, based on the Membership Committee's recommendation. After Board approval, Membership shall only become effective once the applicant has executed the Membership Agreement in such form as shall be adopted by the Board.

Section 2.3 Contribution. The Board shall, from time-to-time, establish mechanisms by which Members may support Open Health Tools activities. Such mechanisms may include, without limitation, voluntary membership fees, sponsorship fees, promotional fees, administration fees, software contributions, and in-kind contribution levels. Notwithstanding the foregoing, Membership in Open Health Tools is on an "as is" basis, without warranties or conditions of any kind. No financial penalties shall be applied to a Member who fails to meet its contribution pledge.

The resolution was adopted with no objections.

Resolution HHS

Background

Agencies of the US Department of Health and Human Services are not permitted to agree to terms that could be seen as overriding their statutes or agency policies governing their activities. These agencies have strict policies governing conflicts of interest and standards of conduct. While the OHT policies in this area are quite basic and straightforward, and are extremely unlikely to conflict with statutes or policies governing HHS employees, the principal of agreeing to external policies that could conflict was the issue. The HHS attorneys have come up with wording that they believe establishes for their employees, the principal that the statutes and policies that they work under take precedence, while leaving our policies intact to the greatest extent possible.

RESOLVED, that the underlined sections below be added to Section 3.9 and Section 3.16 of the bylaws respectively.

Section 3.9 - Conflict of Interest. In any meeting of the Board, Committee or Council, where a matter under discussion creates a conflict of interest for a voting attendee of that meeting, the voting attendee must identify the conflict of interest and recuse him/herself from any discussion or vote. Voting attendees employed by the U.S. Department of Health and Human Services will abide by this provision as and to the extent it is consistent with applicable criminal statutes and/or government-wide and/or agency-specific standards of ethical conduct prohibiting their participation in matters where they have an actual or apparent conflict of interest.

Section 3.16 - Standard of Conduct. Stewards shall discharge the duties of a Steward, including duties as a member of any Board Council or Committee upon which the Steward may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In discharging the duties of a Steward, a Steward shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case if prepared or presented by: (a) one or more officers or employees of Open Health Tools whom the Steward reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants or other persons as to matters the Steward reasonably believes are within the person's professional or expert competence; or (c) a Board Committee as to matters within the Board Committee's jurisdiction, if the Steward reasonably believes the Board Committee merits confidence. A Steward is not acting in good faith if the Steward has knowledge concerning the matter in question that makes reliance otherwise permitted in this Section 3.16 unwarranted. Stewards employed by U.S. Department of Health and Human Services will abide by this provision in relation to their discharge of the duties of a Steward, including duties as a member of any Board Council or Committee upon which the Steward may serve, as and to the extent it is consistent with the oath and/or principles of public service to which they have sworn or are otherwise bound by virtue of their employment.

The resolution was adopted with no objections.

Agreements Executed

Membership agreements will be executed with the following organizations pending approval of membership by Board at the July 1 meeting:

  • Discovery Machines
  • Cambio Healthcare Systems
  • Misys
  • Collaborative Software Initiative
  • International Technology Group
  • Australian e-Health Research Centre

A License agreement was executed with IBM to permit OHT to use IBM's source scanning tool.

An agreement was executed with the California Health Care Initiative to transfer ownership of their Data Exchange Computer Software to OHT conditionally on our making it available in the OHT source code repository.

The agreement with CollabNet was amended to take into account the delay in OHT's ability to make use of the CollabNet supplied OHT source-code repository. This resulted in reduced licensing fees for the year beginning July 1, 2007.

The attendees were:

Name
National Health Services, US Government Agencies, Providers
National Health Service (NHS, U.K.) Dr. Ken Lunn
National e Health Transition Authority (NEHTA, Australia) Andy Bond
Veterans Health Administration (VHA, U.S.). Dave Carlson *
Standards Organizations and Open Source Foundations:
Eclipse Ralph Mueller
Health Level 7 (HL7) John Quinn
Health Services Specification Project (HSSP) Ken Rubin *
International Health Terminology
Standards Development Organization (IHTSDO)		 Karen Gibson
AEHRC Simon McBride
Linkoping University Mikael Nyström
Mohawk College Cheryl Jensen *
Brian Minaji *
Companies that supply healthcare products and services
BT Health Dr. Nick Booth
B2International Brandon Ulrich
Camabio Rong Chen
Collabnet Mary Miller
Collaborative Software Initiative Mike Herrick
IBM Rich Rogers
Innoopract Jochen Krause
Inpriva Don Jorgenson*
Misys Tim Elwell
NexJ David Shepherd
Ocean Informatics Sam Heard
Oracle Dan Russler*
Red Hat Richard Li
Friends of eHealth Richard Sears*
Visitors
Informatics Keith Campbell
IHTSDO Jennifer Zelmer
NHS Duncan Mcneil
University of Amsterdam Ronald Cornet
Open HER Tony Shannon
Health Language Marc Horwitz
Health Language Corey Smith
BT Neil Jones
BT Peter Flynn
Friends of eHealth Dan Sears*
* participated via webcast and telephone

The Board Meeting was adjourned at 4:50 PM.