Conflict of interest discussion precedes GSHA board election
New members were elected and some members were re-elected by delegates to serve on the Rugby hospital’s governing board Tuesday night.
But the vote did not take place right away due, in part, to a discussion regarding potential board members and conflicts of interest.
Before the voting could take place at the Good Samaritan Hospital Association’s annual meeting Tuesday at the Heart of America Medical Center’s W.R. Fox Auditorium, board member Bonita Lindseth said there were prospective members on the ballot who were hospital employees or spouses of hospital employees and, as such, were not eligible to run for election on the GSHA board due to conflicts of interest.
Interim CEO Jerry Jurena said that on the conflict of interest statements, potential members are asked to indicate whether they have direct or indirect conflicts, and being an employee or an employee’s spouse can be considered a direct or indirect conflict of interest. Jurena added the board of directors sets organization policy and direction; and is responsible to the community for the organization’s viability.
Clarification was presented on the Foundation president and physicians’ representative having seats on the board. They are considered non-voting members.
Dr. Lori Tangen questioned how the board would be able to hear employees’ voices regarding hospital decisions. Jurena said when he was the CEO of the Heart of America Medical Center he would bring in a department head to come to the board to discuss what was happening within his or her department, and that a “chain of command” is needed.
Board member Dick Anderson said if there were three board members who were also hospital employees, those members would not be allowed to vote on “half” of the issues in meetings.
“It would be very hard to conduct business if you had employees have to excuse themselves because it is a conflict of interest,” Anderson said. “A lot of times we have struggled to get a quorum to conduct business.”
Anderson cited frustration with issues affecting the hospital, including communication. He said he always tried to meet with employees, but he said he was “discouraged” from doing so for the last few years. Anderson also cited willingness to work to correct issues with the hospital.
“This community won’t survive without the hospital,” Anderson said. “And right now we have an issue with the quality of care. We were a five-star rated long-term care, we’re now down to two the last I heard. We also have financial difficulties. So our discussion tonight, to me, should be how to improve the quality of care and how to improve the financial stability of the hospital.”
However discussion turned back to conflicts of interest.
Erik Christenson said that while conflict of interest was more of a tort issue than a criminal issue, however the appearance of impropriety was a concern, especially to CEO applicants.
An audience member asked why nominees weren’t notified. Lindseth said board members weren’t aware until minutes before the meeting.
Bruce Gannerelli said communication was an issue that needed to be looked at and improved.
Both Gannerelli and Dr. Ron Skipper encouraged board meetings be considered public meetings and to have agendas and minutes be published. Skipper recalled wanting to get on the agenda of a March meeting, as a senior physician, but had been denied access. Board member Annette Leier said three members did recommend visitation.
Leier said the governing board is a “hard board to be on,” recalling being nominated to serve three years ago and for her to understand everything involved was a two-year process.
St. Mary’s Catholic Church delegate Lisa Volk and Rugby Fire Chief David Schneibel questioned why hospital board meetings weren’t considered open meetings.
Jesse Fahnestock asked for clarification on the nominating process. Vice Chair Will Griffin and Jurena explained that church delegates pick potential nominees who are members of the community or work in the community they will represent.
A motion was brought to vote on delaying the election until nominees* could be sought. Some board members stated they were against postponement. The postponement vote failed, with 36 delegates voting against it and six in favor.
The meeting recessed so church delegates could contact nominees.
When the meeting resumed at 8:04 p.m., nominees for the Rugby area were Griffin and Lindseth running for re-election, and Craig Zachmeier, Cheryl Rayer and Wayne Trottier running for positions on the board. Nominees for the Leeds area were Janelle Engstrom, Volk and Jolene Higbee. Nominees for the Towner area were Nancy Bryn and Kolin Johnson. Anderson ran for re-election to represent the Willow City area, while Lisa Thorp ran for a seat on the board. Leier ran for re-election for Balta; and Deanna Marchus ran unopposed for the seat representing Rolette-Wolford.
Nominees present were allowed two minutes to speak on their own behalf prior to the vote.
After votes were cast and counted, Griffin, Leier and Anderson were re-elected. Zachmeier and Trottier were elected to represent the Rugby area; Engstrom was elected to represent Leeds, and Johnson was elected to represent the Towner area.
– Minutes from the 2017 and 2018 annual meetings were approved.
– Chief Financial Officer Melissa Shepard gave the annual report. Shepard said the hospital is doing better than it was in 2017.
“Do we have a lot of room for improvement? Yes,” said Shepard. “It’s a critical access hospital. Reimbursements [are] always down, so we really have to be diligent about what we’re doing.”
– Anderson introduced Jurena to meeting attendees. Jurena served as hospital administrator from 1994 to 2009, and for the past 10 years has worked with the North Dakota Hospital Association.
– Tribune Staff Report
* Corrected from print edition
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