New BIHS bylaw allows dues-paying members to oust directors
Acquiescing to pressure from part-time resident Richard Weisbroat, the Block Island Health Services Board of Directors met on Friday, December 7, at a special meeting to address their bylaw for removing directors, and at the meeting’s end, they passed a motion giving power to remove directors to the organization’s dues-paying membership.
The motion will be reviewed by the BIHS attorney before going into effect.
BIHS Secretary Kay Lewis first distributed a history of the revisions to the bylaws beginning in 2004, when a committee was formed for that purpose. At that time a committee was also appointed to explore the creation of a dues-paying membership class.
Lewis said that when these committees were formed, there was no dues-paying membership and so the BIHS attorney interpreted “membership” in the bylaws as the board of directors. This, Lewis said, led to an inadvertent oversight later when the dues-paying members were created in August, 2005. Saying she had spoken to those bylaw committee members in response to the accusation that the dues-paying membership had been dispossessed by being left out of the bylaws, Lewis reported that, “They all say they never had any intention of dispossessing members.”
Recently appointed board member Bill McCombe voiced support for an amendment to the bylaws, crafted by retired attorney Richard Weisbroat, that would allow the members of the corporation, instead of the members of the board of directors, to remove any director with or without cause at any meeting called for that purpose. “I can’t find a flaw in what Richard presented,” McCombe said.
“I reached different conclusions,” Lewis told McCombe. “I don’t think anybody got dispossessed. The power stayed with the group that had it for 22 years.”
Former board member George Henault, one of the handful of people who attended the meeting other than the board of directors, said in the creation of the dues-paying membership: “By no stretch of the imagination did it give them the power to remove anyone. It was not the intent and does not make sense.”
McCombe responded: “On the same level, it does not make sense for the board to throw out the board. We are in trouble financially, and with public relations. We need to work hard to pull together.”
He called for formation of another bylaws committee, and BIHS Board President Pam Hinthorn supported him, noting that a lot of the bylaws need updating. But BIHS board member Shannon Morgan felt the board was already “spread thin” and Lewis noted they have a lot on their plate. Hinthorn suggested the dues-paying members could form the committee and Acting Director Peter Baute, calling McCombe’s motion “reasonable,” suggested a focus on that one area, with a June target date for completion.
From the audience, Bob Fallon remarked that Weisbroat’s amendment does not differentiate between publicly elected directors and Town Council-appointed members. He suggested only the Town Council could remove its own appointees.
Hinthorn floated the proposition that a recall should mirror the same group that elected them, and Weisbroat’s does not. Also, she was not in favor of Weisbroat’s suggestion that a majority of people attending a membership meeting should be able to remove any director. With a quorum constituting only 10 percent of the membership, as few as 5 percent plus one of the members could prevail. Lewis had calculated that there were more than 900 ballots sent out in the last two membership elections, with 488 casting ballots in the most recent one. With those figures as a base, as few as 46 individuals could oust a director under Weisbroat’s amendment.
New Town Council member Sean McGarry commented that the membership could amend the bylaws just as the board can.
A motion by McCombe and seconded by Tweedy to appoint a bylaws committee at the board’s next meeting did not pass. There were four votes against (Hinthorn, Baute, Lewis, and Lenoci) and three in favor (McCombe, Tweedy and Morgan).
Explaining her vote, Lewis said there were other issues before the board besides the time consuming process of redoing their bylaws — issues like fundraising and coming to an agreement with the town. Then she spoke against the idea of a five-member town appointed board, citing the fact that the town did not create the Block Island Health Services. “The town can’t tell us to reduce the board,” she said. “They can decide not to do business with us… they can find another [nonprofit] to do business with or create another.”
The six board members remaining at the end of the meeting (McCombe had left to catch the ferry) then voted in support of Lewis’ suggested amendment (seconded by Cookie Lenoci) to allow dues-paying members to oust directors.
The text of the bylaw now reads: “At any annual or special meeting of the dues-paying membership at which a quorum is present, a majority of the members present may vote to conduct a recall election of any director holding a member-elected seat. Recall voting on membership-elected directors will be conducted in the same manner as membership elections, i.e., by mail ballot sent to the entire membership. A not-more-than 100 word statement explaining why the director should be recalled may be submitted for the ballot by those voting in favor of a recall election. A statement in response, of similar length, may be submitted by the director in question or by a group of directors. The result will be determined by a majority of the ballots returned by the specified deadline.” The phrase “pending attorney approval” was added with a unanimous motion.