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12 <br />Section 3. Governance <br />There is hereby created and established pursuant to G.S. 122C-118.1 an Area <br />Board, which shall be the governing unit of Cardinal Innovations. The Area Board shall <br />be comprised of a single Governing Board and Community Oversight Boards, one for <br />each Community Operations Center. The appointment of inembers to the Governing <br />Board and Community Oversight Boards shall be in accordance with bylaws set forth for <br />such purpose and may be amended as necessary or convenient to comply with changes in <br />state or federal law or to carry out the functions, powers, duties, and responsibilities <br />contained in this Joint Resolution. Due to the complexity of operations, fmancial risk, <br />and responsibility for public funding the Governing Board must be highly functional in <br />order to ensure accountability to funders, the financial solvency of Cardinal Innovations, <br />compliance with state and federal laws and regulations including quality standards, and a <br />service delivery system that is customized for localities and which provides access and <br />choice for citizens in need of inental health, intellectual and developmental disabilities, <br />substance abuse and related services. <br />(1) Membership of the Governing Board shall be comprised of a miY of <br />individuals with the necessary expertise to govern large Managed Care Organizations and <br />individuals who represent the constituencies Cardinal Innovations serves. Membership <br />will be as follows: <br />(a) Two (2) at-large County Commissioners from among the County <br />Commissioners serving on Community Oversight Boards (defined below), selected by <br />the Governing Board, based on diversity of geographic representation; <br />(b) One (1) member from the Regional Consumer and Faxnily <br />Advisory Committee, either the Chair or other elected member; <br />(c) Six (6) members, selected by the Governing Board, with <br />professional experience and expertise in healthcare, insurance, fmance, health/behavioral <br />health, intellectuaUdevelopmental disabilities, and a physician or other clinical <br />professional, and no more than two members from any single specialty area; and <br />(d) One (1) member from each Community Oversight Board, either <br />the Chair or other elected member. <br />(e) Except for members appointed by the Community Oversight <br />Boards and the Regional Consumer and Family Advisory Committee, the initial members <br />of the Governing Board shall be nominated by the PBH Board, with consultation from <br />the Boards of Five County and OPC Area Authorities, and affirmed by the Secretary of <br />the North Carolina Department of Health and Human Services. <br />(2) The Governing Board's primary responsibilities will include determining <br />policy; strategic planning, including consideration of local priorities as determined by the <br />Community Oversight Boards; budgets; hiring and evaluations of the Chief Executive <br />Officer; monitoring of deliverables, including overall performance and financial <br />management; government affairs and advocacy; reporting to constituent counties; <br />responding to concerns and feedback from the Community Oversight Boards; and <br />ensuring the overall health of Cardinal Innovations. <br />(3) The bylaws of the Governing Board shall establish Community Oversight <br />Boards, one for each Community Operations Center, which shall ensure involvement of <br />local stakeholders, promote understanding and collaboration at the local level, and <br />monitor the performance of each Community Operations Center. Membership of the <br />Community Oversight Boards will be as follows: <br />