Medical Center board amending its bylaws
The Block Island Health Services Board of Directors voted unanimously at its meeting Monday morning to amend its bylaws to allow relatives to work at the Block Island Medical Center.
The action comes in the wake of Susan Greenlee, the wife of board member Bob Greenlee, being hired as a part-time employee at the front desk. Greenlee told The Times after the meeting that his wife is experienced in that role having worked for him for 30 years when he was a working physician.
During the meeting, President Cindy Baute said she spoke with the board’s attorney, who recommended amending the bylaws to allow relatives to work at the facility. The attorney said the language prohibiting the hiring of relatives “was highly unusual, and you shouldn’t have had it in there to begin with. We worked on these bylaws two years ago — starting two years ago, and everybody was wondering if this was some kind of slip-up.”
Chapter 7-6 of the Rhode Island Nonprofit Corporation Act states that: “The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws.”
“Can somebody please summarize what clause is to be taken out” of the bylaws, asked board member Ray Torrey.
“Sure,” said Treasurer Pete Tweedy. “It says right now: ‘The foregoing shall not preclude any director from serving BIHS in any other capacity and receiving reasonable compensation thereof.’ In other words, you can be the plumber, or the electrician, or whatever, as well as a board member and receive reasonable compensation for that, ‘Except that no director, other than the Chief Executive Officer, may either be an employee of BIHS, or a spouse, child, parent, brother or sister, by blood or marriage of a BIHS employee.’”
“In other words, if you’re a BIHS board member, you can’t have a relative working for BIHS. And that’s what we’re going to take out,” said Tweedy, who told The Times the amended language now reads: “except that no director, other than the Chief Executive Officer, may be an employee of BIHS.”
Board member Donna Corey said the Medical Center’s “conflict of interest” agreement governs conflicts that arise at the facility. “You sign it saying that you’re going to abide” by the agreement. She noted that the backside of the agreement provides for a space for listing “any potential conflicts of interest. So it’s right out there in the open.”
During public comment, resident Sean McGarry read a prepared statement noting that, “by allowing the spouse of a board member to be an employee of the corporation raises many red flags. The corporation does not allow for such action.”
“As a nonprofit corporation, as I’m sure you are aware, (it’s required) that you file any bylaw changes with the Internal Revenue Service so the changes can be reviewed for structural deviations from your original articles and bylaws that you filed when you requested the 501(c)(3) status,” read McGarry. He also said the bylaws “are governed by the Rhode Island Nonprofit Corporation Act. Any time there is a discrepancy between your bylaws and state law, state law supersedes.”
“For example, when your terms limits neared expiration and you altered the bylaws to extend the term limits for sitting members. You failed to consider that those changes can only apply to future board members and not sitting members,” he wrote.
Bob Fallon, a former BIHS board member, also spoke about the bylaws, and regarding rumors that the board wasn’t adhering to the Open Meetings Act. “I agree with where you’re going with this,” said Fallon regarding the board’s amendment of the bylaws. “That’s the primary reason I came; because of the bylaws being on the agenda,” he said.
“I would point out that the Rhode Island laws that deal with nonprofits do not prohibit a board director from having a family member work for that organization,” said Fallon. “It does require full disclosure to the board of the relationship between the director and that individual, and the consent of the board in allowing that individual to work” for the organization.
Fallon said he was “interested in making sure that there’s total transparency by the Medical Center. There is some concern in the community that your meetings are not open and transparent. And I have seen no evidence of that at all.” Fallon clarified with the board that Dr. Mark Clark, who is also the Medical Center’s Medical Director, does not have a vote at board meetings, as he is an ex-officio member of the board.
Fallon told the board that he encourages the Town Council members and the Town Manager to review the minutes from the board’s monthly meetings.
Ruddle summarizes name slipup
In other news, Nancy Ruddle explained the name slip-up on a donation letter that was mailed out the first week of July, which noted Mary Stover, the wife of former Medical Center Director, Monty Stover, instead of current board member, Susan Stover.
“Just to summarize, we mailed out 1,185 membership solicitations. As you know, unfortunately, one board member’s name was incorrectly noted in the letter,” said Ruddle. “This was completely my fault. I apologized to both (Mary and Susan). I notified the board at that time, and sent out corrections to the Block Island Bulletin Board, and The Block Island Times, at the request of Mary Stover.”
“She also requested that a letter be sent to all who had received the original letter. I decided that this was too expensive, and that the other methods of communicating this information were adequate.”
Pitch for $1 million
Susan Stover, who is the board’s new Secretary, replacing Bonny Ryan, said she applied or a $1 million grant from the Champlin Foundation, as part of the Medical Center’s capital campaign, which she chairs.
“That’s very ambitious, which is our objective across the board,” said Stover. “This is incredibly important for what we’re planning to do, and for the level of care we provide.”
Stover said the Champlin Foundation will be visiting the Medical Center on July 23 for a “site visit, which is a great sign.”
“Is there a history of Champlin giving to a medical center?” asked town representative board member Laura Parsons.
“The maximum gift they’ve ever given is $500,000,” said Dr. Clark, “and that was for a community health center. We hope that we can convince them that this is a unique project for Rhode Island.” Per its website, the Champlin Foundation awards grant funding to healthcare organizations.
5K Fun Run
Jim Hinthorn, President of the National Alliance on Mental Health, Block Island affiliate, and Race Director for the upcoming 5K Fun Run scheduled for Sunday, August 4, informed the board that he is looking for volunteers, and help promoting the event. Proceeds are split between the Medical Center and NAMI-BI. For more information about the walk/run event, go to: www.runsignup.com
Warfel receives Dr. Baute award
Certified Athletic Trainer Alison Warfel, who oversees the Medical Center’s physical therapy department, was officially announced as the first recipient of the Dr. Peter Baute Award at Monday’s meeting.
Dr. Mark Clark made the announcement, noting that Warfel was “a leader,” with a vision in keeping with the facility’s mission.
Warfel told The Times that she was “totally honored, and really grateful” for the honor. “I think that Dr. Baute was a pivotal provider at the Medical Center, in serving the community for a long time. To be recognized on his level is really an honor.”
The next BIHS meeting is scheduled for Monday, August 19 at 7:30 a.m.