BIHS by-laws: A Review

Thu, 10/10/2019 - 5:15pm
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The activities of the Block Island Health Services Board of Directors and questions of its transparency have been the subject of public debate and in letters to the editor at The Block Island Time for some time.

A recent letter asked the newspaper to review the by-laws that govern the members of the board, which were approved on Sept. 24, 2018, to see whether the issue of transparency, and other topics, were addressed.

The 19-page document details everything from the “purposes, powers and non-profit status” of the board to the indemnification of its members against “monetary damages.”

The most persistent critique of the Board has been how the board publicly posts notice of its meetings.

The current set of approved by-laws makes no mention of how the board must post public notices of its monthly meetings, although there are guidelines for posting the annual meeting and special meetings.

Under the heading “Notice of meetings,” the by-laws state: “Written notice of each annual or special meeting shall be given by or at the direction of the Chair, the Secretary, or the person or persons calling the meeting to each member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the meeting. Such notice shall state the place, day and hour of the meeting.”

According to Board Chair Cindy Baute, as stated in an email to The Block Island Times asking for clarification on the matter, “the posting of meetings is in the agreement that BIHS has with the Town. Basically we agree to providing advanced public notification of all Board meetings at least 48 hours prior to the meeting at the following locations: Town Hall, Post Office, and the front door of the Medical Center. As I explained to you, we have been doing this for years.”

Baute also pointed out that the second item on each Board of Directors agenda is “public input.”

The bylaws do state that “The Board of Directors shall generally hold regular meetings as determined annually in advance by the Board. Board meetings shall generally be held at the Block Island Medical Center. Meetings may be regular or special. Special meetings of the Board of Directors shall be called on the written request of three (3) Directors or the Chair, on at least five (5) days’ notice to each Director; provided, however, that a special meeting may be called upon twenty-four (24) hours’ notice if such notice is given personally, by text message or email, or by telephone, to each Director.”

The by-laws stipulate that a quorum constitutes a “majority of the entire Board of Directors, except that a quorum for the purposes of making any of the ‘major decisions’” — which includes the passing of budgets, borrowing in excess of $250,000, opening and closing of the facility, entering into contracts and the hiring and firing the CEO or Medical Director — “…shall require the presence in person or by telephone of at least 75 percent of the Board (a ‘Major Decision Quorum’).”

The by-laws also state “No director may intentionally absent themself from a meeting in order to attempt to deprive the meeting of a quorum.”

The agreement with the town states that “The BIHS shall at all times post advance public notice of meetings of the Board of Directors and the agendas for those meetings at least 48 hours prior to the meeting in the following locations: Town Hall, Post Office, Medical Center, and the Town’s website.”

There are currently 12 members on the board, including two ex officio members, Dr. Mark Clark and former island nurse Mary Donnelly, RN. The representative from the Block Island Volunteer Fire and Rescue is Kate McConville; Laura Parson is the Town Council representative. Publicly elected members are Donna Corey and Pat Doyle. Member-elected members are Ray Torrey, Pete Tweedy, Robert Greenlee, Nancy Ruddle, Millie McGinnes and Susan Stover. According to Baute, Town Council representative Parsons will be preparing a quarterly report to update the council on Medical Center activities.

According to the by-laws, “while membership categories may make distinctions between residents, taxpayers and others, no membership categories may be based on unlawful discrimination, including but not limited to sex, race, gender, religion, sexual orientation or national origin.”

Under the section delineating the “composition” of the board, the by-laws state: “The number of elected Directors will be no more than twenty (20). In addition, the President and Chief Executive Officer of BIHS (“CEO”) shall be a Director, ex officio, with vote.” The CEO of the Medical Center is Dr. Clark.

While the by-laws allow for up to 20 members, the board currently has 12.

The “Powers” of the Directors are stated, “The property, affairs and business of BIHS shall be managed by the Board of Directors, and the Board of Directors shall have, and may exercise, all of the powers of BIHS. The Board shall specifically have responsibility for: (i) approving the selection and dismissal of the chief executive officer and medical director of BIHS; (ii) approving personnel policies and procedures, including selection and dismissal procedures, salary and benefit scales, employee grievance procedures and equal opportunity practices; (iii) adopting policy for financial management practices... and (iv) evaluating BIHS’ activities including service utilization patterns, productivity, patient satisfaction, achievement of project objectives, quality improvement, and development of a process for hearing and resolving patient grievances.”

As for the recent events regarding the dismissal of Nurse Practitioner Liz Dyer and the circumstances behind that dismissal, Baute said “never, ever is that public.” Personnel matters are always held “in closed session,” she said. “No organization would do that in public.”

The opening of the by-laws is essentially a mission statement of the organization: 

“...(T)he mission of this non-profit corporation shall be to provide medical services for both the year-round and the seasonal communities on Block Island, Rhode Island, and to make such services financially sustainable by a combination of fees for service, insurance reimbursements, donations, grants, investment income, membership dues and other receipts.” Finance updates on each of these categories is routinely provided at monthly meetings by either Finance Director Terri Chmiel or Treasurer Pete Tweedy, or both.

The next meeting of the Block Island Health Services Board is scheduled for Monday, Oct. 21 at 4 p.m.