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New KH trustees object to committee process

Posted: October 23, 2012 5:09 p.m.
Updated: October 24, 2012 5:00 a.m.


Through the power of their words and votes, three of four newly appointed members to the KershawHealth Board of Trustees and one returning member objected to the process by which trustees are assigned to board committees.

On a 5-4 vote, the board voted to accept committee assignments as set down by the board’s Governance Committee a month ago. Voting for the committee assignments were returning trustees Chairman Scott Ziemke, Vice Chair Bobby Jones, George Corbin and Don Witham, joined by new Trustee Paul Napper. New Trustees Karen Eckford, Steve Holliday Jr. and Derial Ogburn were joined by returning trustee Dr. Tallulah Holmstrom in voting against the assignments.

Reading from a prepared statement, Ogburn strenuously objected to the process, saying it unfairly consolidated power in “senior” trustees returning to the board. Ogburn also said it was unfair that trustees who rotated off the board a month ago -- former Chairman Jody Brazell and former trustees Dr. Marguerite Carlton, Carolyn Hampton and Ernest Witherspoon -- made recommendations without the new trustees having a voice.

“After I was elected to this board by Kershaw County Council I received a call from the outgoing chairman (Brazell), He asked if I had a particular preference for a committee assignment,” Ogburn said. “I was surprised to learn that at the September meeting, this board would be electing officers and making committee assignments for the year. I expressed my opposition to that procedure and explained my reasons. I also made it clear I had no committee preference.”

Ogburn said he was offered the chance to join the board’s finance committee but rejected the offer due to what he said were “restrictions” tied to the assignment.

Tuesday afternoon, Ogburn explained that he was told that there were “some things that needed to be talked about privately” among the Finance Committee and “not out in the open.”

“I made it very clear that these restrictions were distasteful to me. At the conclusion of that meeting, however, I agreed to talk with the new chairman before a final decision was made. My intent was to determine if the chairman concurred with the offer and the restrictions. By the time I talked to the chairman, he told me I had been removed from consideration. To his credit, the chairman did offer to have me added back to the committee. That offer was rejected because it was clear to me that my prior agreement had been misrepresented,” Ogburn said.

He said he then talked to Brazell and President and CEO Donnie Weeks.

“During that conversation, I asked why the election and appointment had to take place in September. Their response was, ‘That is the way we have always done,’” Ogburn said. “I stated that I would not serve on the Finance Committee, but intended to attend their meeting. The outgoing chairman told me that I could not because ‘it was against regulations.’ I challenged this response and the CEO added that ‘if I attended, then the press would have to be notified.’”

KershawHealth Board of Trustees committees have always included no more than four trustees so that they do not reach a quorum, or majority, of five. According to the S.C. Freedom of Information Act (FOIA), an official “‘(m)eeting’ means the convening of a quorum of the constituent membership of a public body, whether corporal or by means of electronic equipment, to discuss or act upon a matter over which the public body has supervision, control, jurisdiction or advisory power.”

In the next section of the law, the FOIA states that “‘Quorum’ unless otherwise defined by applicable law means a simple majority of the constituent membership of a public body.”

The S.C. Press Association, in its guide to the FOIA, has interpreted both sections to mean that a quorum is met when a council or board has enough members present to take a vote on an issue. As for public notice of such meetings, the FOIA states that public bodies “must give written public notice of their regular meetings at the beginning of each calendar year … (and) agenda, of any for regularly scheduled meetings must be posted … at least 24 hour prior to such meetings.”

The word “committees” only appears in the FOIA in terms of legislative committees within the General Assembly. However, the C-I’s interpretation has always been that if a committee meeting were to be made up of a quorum of trustees, then that meeting would need to be open to the public, including the press.

There are 11 boards to which trustees may be assigned:

• Board Executive Committee

• Finance Committee

• Quality Oversight Committee

• Strategic Planning Committee

• Compliance Committee

• Governance Committee

• Joint Conference Committee

• Foundation Board

• Home Health Advisory Board

• Board of Visitors

• Medical Advisory Panel

Appointments to the Foundation and Home Health Advisory boards and the Board of Visitors are of a single trustee who are treated as liaisons between those bodies and KershawHealth board. The Medical Advisory Committee includes four trustees and 15 to 20 physicians.

The Board Executive Committee’s membership is set in the hospital’s bylaws to be populated by the current board chair and vice chair and the chairs of the Finance and Strategic Planning committees. The Joint Conference Committee, which only meets as needed, is made up of the members of the Board Executive Committee, plus the KershawHealth chief of staff and the chairs of its surgery, medicine and outpatient services departments.

Other committees are made up of no more than three trustees and either members of the hospital’s senior leadership and/or other KershawHealth staff, who act in advisory and supporting roles. The committees meet on varying schedules, from monthly to annually.

Ogburn claimed the appointment recommendations were “dominated by four of the five incumbent” trustees.

“In my opinion, this only maintains the status quo. Whether by design or evolution, this system vests too much authority into too few hands and it needs to be corrected,” Ogburn said. “County council didn’t appoint me to be an apprentice. I believe they elected me to use my brain, my life experiences, and my judgment to be a full and involved member of this board.”

Ogburn went on to say that with changes coming under the new federal healthcare law, a “new perspective and fresh ideas” were needed.

With the mounting monthly losses -- the recent month, nearly $1 million -- you surely need something,” he said.

Ogburn was referring to a report from Trustee George Corbin, who serves as the board’s Finance Committee chair. In that report Corbin, and KershawHealth Vice President and COO/CFO Mike Bunch, reported that the hospital experienced a $179,000 operating loss for the month of September. That brought KershawHealth’s Fiscal Year 2012 ending operating loss to approximately $570,000, compared to a FY 2011 ending operating income of $3.145 million -- a negative change of 118.1 percent.

Corbin and Bunch attributed the losses to a continuing decline in admissions; surgeries, especially ENT-related surgeries; and the second-highest level of charity and bad debt write-offs for the fiscal year.

Ogburn said the message he got in these conversations was to “play by the rules, support the status quo, and we will invite you into the inner circle, teach you the secret handshake and the free world will be safe.”

Ogburn also decried the fact that the Board Executive Committee also serves as the board’s compensation committee, determining what salary and benefits are paid to Weeks.

“It strikes me as odd that on a board of only nine people, something as important as the CEO’s contract and performance is reserved to a select few. I myself work for a 35-member board -- no such provision is in their bylaws,” he said. “I clearly expect to fail in this effort, but I assure you a defeat only reinforces my suspicions and fuels my determination to bring openness and make this board a board of inclusion rather than exclusion.”

Ogburn asked his fellow trustees not to confuse his passion as mean spiritedness, and that his only agenda was to “level the playing field.”

Holmstrom, reiterating comments she made at September’s meeting, said she is concerned the committee assignment process is flawed.

“I feared then, and it appears to be true, that the way this process has evolved disenfranchises new trustees,” Holmstrom said. “We have four new members now. Some of these trustees will serve on these committee all six of the years they’re on the board. It would be nice to know if we made the right choices.”

She also claimed that the Strategic Planning Committee -- chaired by former Trustee Carolyn Hampton -- had not met once in the last year. She called that committee one of the board’s most important.

“I trusted the committee process. If I had been on it, I would’ve realized it hadn’t been called. I have a hard time trusting in ‘the way it’s always been,’” Holmstrom said.

Holliday noted even more change would be coming to the board.

“We will have three more new trustees in another two years,” Holliday said. “Concerning this discussion, if we’re going to look at these committees … we need to keep in mind opportunities for new blood along with the senior members as well.”

Ziemke said he believes in the committee process as it currently stands, saying it helps divide the workload.

“As far as specific assignments … I think we see a good mix of new members and current ones. I plan to vote in favor of these committee assignments in order to continue the work of the board. We need to take the time to study the issues and reach a consensus.”

Ogburn tried to table the measure, but was told that under Robert’s Rules of Order that could not be done once a motion to accept the assignments had been made and seconded. Ogburn then withdrew his motion, but objected to Ziemke’s idea that the committee assignments had been fair.

“When you say they’re balanced... are you looking at the same list I am? How can you look at this list and say it’s balanced?” Ogburn asked.

Ziemke then went through the committee assignments noting that Napper had been added to the Finance Committee, Ogburn and Holliday to the Quality Oversight Committee, Napper and Eckford to the Strategic Planning Committee, and Eckford and Holliday -- substituting for Don Witham, who asked to reduce his committee workload -- to the Compliance Committee.

Ziemke then asked for the final vote, which came down to 5-4 in favor of the assignments.

Also Monday, Vice President of Marketing and Community Development Joseph Bruce, who also acts as executive director of the KershawHealth Foundation, reported on the recent launch of LiveWell Kershaw. Bruce was also scheduled to speak before Kershaw County Council about the initiative, and the C-I will have a full report in Friday’s edition.

Bruce also briefed the board on the hospital’s Centennial efforts, reporting that the Foundation has set a fundraising goal of $4 million in conjunction with the celebration. He reported that $2.466 million of that amount has already been raised -- a combination of existing Foundation funds and philanthropic commitments, leaving a little more than $1.5 million to raise.



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