Making management agreement headwayTown, BIHS hold joint meeting
The Town Council met with the Block Island Health Services board for a third and lengthy session discussing the terms of their management agreement on Wednesday, December 12. No final agreement was reached, but it appeared the two camps might be moving toward compromise. Community interest in the center remains high, with some 30 people attending as audience members.
First Warden Kim Gaffett opened discussion by suggesting they focus on the three most problematic areas.
A productive dialogue ensued in which the two sides ping-ponged questions, concerns and arguments back and forth. At the end of the meeting, the council said it would draft revised wording to the management agreement based on the evening's discussion.
Some former sticking points became more about word choice than intent — both parties meant similar things but had said them differently. Other parts of the agreement remained more divisive.
Essentially, the town proposed in its draft that the BIHS Board follows R.I. Open Meetings Law and all of its provisions, except requiring posting of meetings on the Secretary of State's website. (Instead, the parties agreed meetings would be posted at the Post Office, Town Hall and Medical Center.)
But BIHS president Pam Hinthorn took a slightly different approach. "We understand what you're asking us to do, we're trying to do what you ask us to do and we have a few places where it's problematic."
Hinthorn said, as she has repeatedly stated in the past, that BIHS is a private entity, and the Open Meetings Law is designed for a public entity.
"Overall, we view you as a public organization," said newly seated council member Sean McGarry.
Committees and open meetings
The BIHS Board has multiple standing subcommittees in place, and if the board must follow the Open Meetings Law, all subcommittee meetings would have to be advertised 48 hours in advance, and would also have to be held in a public location.
Two committees in particular would find these requirements cumbersome, explained board member Judith Cyronak. One, the Investment Committee, which manages the board's Endowment Fund, often has to meet without prior notice to handle investment decisions in immediate need of action. Plus, members of the committee are comprised of non-board financial experts who live in various areas of the country; getting them together often in one location would be near impossible, she said. The other committee, the Physician's Advisory Committee, is in a similar situation.
The council had few qualms about making an exception for these two committees, or others comprised of a majority of non-BIHS board members. What the Town Council did take exception to was other committees, comprised of mostly board members, that meet outside of public knowledge.
Board members explained that the small staff at the center means that committee members often must meet in private to mail fundraisers. They said these meetings often technically meet the conditions of a quorum of board members, but they don't use them to make decisions.
Various members of the council suggested that the committees take minutes for these meetings, since they would have to report suggestions to the BIHS board, anyway.
Hinthorn said this would be "more work for an overworked board."
McGarry later proposed that the town provide some sort of clerical assistance to the board. Board representatives said that would be helpful. Gaffett agreed, and said the suggestion could go on a future council meeting agenda.
"There's also the issue of what's a meeting, or not," said BIHS Secretary Kay Lewis. "When we get together, we are working... we spent a day last week getting out a mailing, we weren't deciding any policy."
"We can all get together for a beach cleanup, but the minute we decide we're going to talk about the meeting we had the night before and 'What did you think about this?' that becomes a meeting," said McGarry. "The public wants to make sure that when you're gathered in those types of situations, that you understand you can't discuss those types of things."
Newly seated BIHS board member Bill McCombe did not take the same position as the other board members. "If there's any message that couldn't be clearer to me, it's that people want open meetings, and they want transparency," he said. "I don't see that open meetings would be detrimental to the operation, and I think it would actually be the opposite."
McGarry noted that while public bodies are held accountable by the state Attorney General's office, the BIHS board would report to the council if there were open meetings complaints. Town Manager Nancy Dodge later echoed these comments, pointed out that there are no "legal" ramifications if the board receives an open meetings complaint.
Under the Open Meetings Law, meetings are not allowed to be conducted via email, video chat or phone. Members of a board can communicate electronically only if they have a permanent disability that prevents them from being physically present at a meeting.
Hinthorn said the bylaws allows board members to participate by speaker phone or proxy vote (when another member votes for an absent member). She suggested that this would happen if a board member was ill or caring for an ill spouse, for example.
After a discussion, town councilors agreed that participation by video chat such as Skype would be acceptable, but proxy vote and email would not be.
"You don't have the context of how that question was put," said Second Warden Ken Lacoste about email votes. "You don't have the free and open discussion... You have everyone being polled a certain question... That is problematic for open meetings."
The two parties also discussed when the board should go into closed session. Both parties agreed on most points (most of which are listed in the Open Meeting Law), with slight differences in regard to personnel and litigation.
One reason the board asked to go into closed session would be personnel issues. Open Meetings Law says the employees in question should decide whether a meeting about them is closed or open. Little discussion ensued on this particular point, but McGarry thought that discussion of salary should be in open session. Lewis noted that this would make it more difficult to recruit staff.
Another reason for closed session is litigation. The town agreed, but requested that it be notified if the Medical Center faces a lawsuit.
Other points and public comment
The two parties also slightly disagreed on the responsibilities of the town to perform capital improvements on the Medical Center building, but agreed that a slight wording change removing the town's responsibility to "maintain" would satisfy them. The board would maintain the buildings, the town would perform capital improvements over $5,000.
The section in the agreement that discussed the reasons the town could terminate the agreement also drew discussion; much of the contention resulted from wording differences that later seemed to be resolved through discussion.
At the end of the meeting, during public comment, Fraser Lang read a statement to correct misinformation printed in the previous week's editorial in the Block Island Times. (See related story for more information.)
Audience member Nancy Greenaway thanked the board and council for their hard work, but also noted that she was concerned with the town having a closer jurisdiction over the board. When the Medical Center was first formed, she explained, the town was intended to keep at a distance, due to legal liability concerns. She suggested that the council request in writing a recommendation from the town’s attorney about a closer relationship between the two parties.
Dick Martin, whose term on the Town Council has just ended, stepped up from the audience with some questions and suggestions. He asked how long the management agreement would be in effect. Council members suggested several time periods ranging between six months and five years, as well as the possibility of a one-year review, but agreed to discuss the agreement length at a later meeting.