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May 7, 2012 (Work Session) Page 1038 operating as a Managed Care Organization with a governance structure that will function under existing law, as well as under the new governance legislation; NOW, THEREFORE, BE IT RESOLVED JOINTLY as follows: Section 1 . Resolution and Purpose It is in the interest of the public health and welfare to create an Area Authority to operate North Carolina's 1915(b) /(c) Medicaid Waiver as a Managed Care Organization and to manage all public resources that may become available for mental health, intellectual and developmental disabilities, and substance abuse services, including federal block grant funds, federal funding for Medicaid and Health Choice, and all other public funding sources. Section 2 . Establishment of Cardinal Innovations Healthcare Solutions There is hereby created and established pursuant to G.S. 122C- 115(c) an Area Authority known as Cardinal Innovations Healthcare Solutions ( "Cardinal Innovations "). Pursuant to the 1915(b) /(c) Medicaid Waiver and 42 C.F.R. 438.2, Cardinal Innovations Healthcare Solutions shall operate as a Managed Care Organization and Prepaid Inpatient Health Plan. Cardinal Innovations shall include the Alamance - Caswell, Five County, OPC, and Piedmont Community Operations Centers. Section 3. Governance There is hereby created and established pursuant to G.S. 122C -118.1 an Area Board, which shall be the governing unit of Cardinal Innovations. The Area Board shall be comprised of a single Governing Board and Community Oversight Boards, one for each Community Operations Center. The appointment of members to the Governing Board and Community Oversight Boards shall be in accordance with bylaws set forth for such purpose and may be amended as necessary or convenient to comply with changes in state or federal law or to carry out the functions, powers, duties, and responsibilities contained in this Joint Resolution. Due to the complexity of operations, financial risk, and responsibility for public funding the Governing Board must be highly functional in order to ensure accountability to funders, the financial solvency of Cardinal Innovations, compliance with state and federal laws and regulations including quality standards, and a service delivery system that is customized for localities and which provides access and choice for citizens in need of mental health, intellectual and developmental disabilities, substance abuse and related services. (1) Membership of the Governing Board shall be comprised of a mix of individuals with the necessary expertise to govern large Managed Care Organizations and individuals who represent the constituencies Cardinal Innovations serves. Membership will be as follows: (a) Two (2) at -large County Commissioners from among the County Commissioners serving on Community Oversight Boards (defined below), selected by the Governing Board, based on diversity of geographic representation; (b) One (1) member from the Regional Consumer and Family Advisory Committee, either the Chair or other elected member; (c) Six (6) members, selected by the Governing Board, with professional experience and expertise in healthcare, insurance, finance, health /behavioral health, intellectual /developmental disabilities, and a physician or other clinical professional, and no more than two members from any single specialty area; and (d) One (1) member from each Community Oversight Board, either the Chair or other elected member. (e) Except for members appointed by the Community Oversight Boards and the Regional Consumer and Family Advisory Committee, the initial members of the Governing Board shall be nominated by the PBH Board, with consultation from the Boards of Five County and OPC Area Authorities, and affirmed by the Secretary of the North Carolina Department of Health and Human Services. (2) The Governing Board's primary responsibilities will include determining policy; strategic planning, including consideration