July 2, 2016 - Receiving a complaint about the the John C. Fremont Healthcare District the 2015-2016 Mariposa County Grand Jury looked into the healthcare district.

JOHN C. FREMONT HEALTHCARE DISTRICT BOARD OF DIRECTORS

INTRODUCTION:

A complaint received by the Grand Jury cites numerous issues related to the management of the John C. Fremont Healthcare District and to the conduct of the Board of Directors. The Grand Jury determined that three issues fell under the jurisdiction of the Grand Jury:

1. Alleged violation of the Brown Act.
2. Alleged violation of District policy.
3. Alleged violation of election laws.

APPROACH:

The Grand Jury conducted numerous interviews including the complainant, current staff, former staff and members of the Board of Directors of the John C. Fremont Healthcare District (JCFHD). The Grand Jury reviewed agendas and minutes for regular, special and committee meetings of the JCFHD for the period of January 2015 through February 2016, The Brown Act, JCFHD By-Laws, Rosenberg’s Rules of Order, The Consent Agenda ©Core Strategies for NonProfits, Minutes.BusinessDictionary.com, and the website of the John C. Fremont Healthcare District.

The Mariposa County Clerk-Registrar of Voters was interviewed and numerous documents were provided to the Grand Jury regarding the laws and other information relative to the election in question to the John C. Fremont Healthcare District Board of Directors.

DISCUSSION:

The John C. Fremont Healthcare District is a political subdivision of the State of California, under the Local Healthcare District Law.

The Hospital District was formed in 1947 by the voters of Mariposa County.

The John C. Fremont Hospital opened its doors in 1951 as a general acute care facility with twentyfour beds, laboratory and x-ray services.

Today the facility is a thirty-four bed District hospital providing services including three medical clinics, inpatient care, outpatient service, skilled nursing, home health, hospice, laboratory, imaging and cardiopulmonary services along with a twenty-four hour emergency department. The District also offers a clinic with numerous specialists and is the only hospital serving the residents of Mariposa and Eastern Madera County as well as visitors to Yosemite National Park and other nearby areas.

The nearest hospitals with emergency rooms are located in Merced, Madera, Sonora and Fresno.

The John C. Fremont Healthcare District Board of Directors consists of five members of the community, elected in November of every even year, to a term of four years. There is no term limit.

The Board of Directors has the authority to set goals, determine policies, direct operational affairs, control the property of the District and exercise the powers listed under Healthcare District Law. Board members are unpaid and receive a small stipend for each of the regular Board meetings they attend.

The Board meets on the last Wednesday of each month. The annual meeting is held on the last Wednesday of June where officers for the coming year are elected. Special meetings may be called at any time.

Standing committees are Finance, Board Education and Development, Policies, Procedures & Bylaws and Community Relations. Committees are comprised of two Board members and meet as follows: Finance meets monthly. Education and Development, Policies, Procedures and Bylaws and Community Relations meet at least quarterly. Ad hoc committees may be appointed at any time as deemed necessary and may include Board members and non-Board members as needed.

Committees consist of two Board members. Board members not named to the committee may attend committee meetings as “observers” only. Brown Act 54952.2(6)

Committees discuss items of business in their area of responsibility and make recommendations to the full Board at a subsequent regular meeting. The Finance Committee reports to the Board on a monthly basis.

The Chairperson of the Board of Directors is the principal officer of both the District and the Board. Among other responsibilities, the Chairperson is responsible for assuring that an agenda is planned for Board meetings.

The Secretary-Treasurer is responsible for, among other things, to see that meetings are noticed and minutes are kept.

The Brown Act requires that at least 72 hours before a meeting an agenda specifying date, time and location of the meeting as well as a brief description of each item of business to be transacted or discussed shall be posted in a location accessible to the public. Brown Act 54954.2.(a)(1)

Agendas for committee and regular meetings include the date and time posted and are initialed by the person posting the agenda.

The Board of Directors selects a Chief Executive Officer (CEO) who supervises all the employees of the healthcare district and is responsible for the overall operation of the District. The CEO reports to the Board of Directors.

The Administrative Assistant to the CEO also acts as the Clerk of the Board.

The John C. Fremont Healthcare District Board of Directors is required to abide by the provisions of the Brown Act (Open Meeting Law) Government Code §54950-54963.

By provision in their bylaws, the Board of Directors uses the guidelines of Rosenberg’s Rules of Order for conduct of their meetings. Rosenberg’s Rules of Order are simple rules of parliamentary procedure for meetings including quorum, the role of the chair, format for agenda item discussion, motion, debate and voting.

A consent agenda is specifically used for routine, procedural, informational and self-explanatory, non-controversial items. Any item needing discussion, action or is controversial in any way should be a separate agenda item. All items on the consent agenda are still open to discussion and debate if a Board member requests same.

Following the preparation of minutes Board members and staff have the opportunity to review the material for any corrections needed. At the next regular meeting the Board votes to approve or amend the minutes, including committee meetings, regular meetings, special meetings, etc.

Minutes are the permanent, formal and detailed record of business transacted and resolutions adopted at official meetings such as those of the Board of Directors. Once written up and approved at the next meeting, the minutes are accepted as a true representation of the proceedings they record and can be used as prima facie evidence in legal matters. BusinessDictionary.com/definition/minutes.

The Brown Act §54954.2 (b) (1)(2) delineates that “emergency” items may be added to an agenda upon determination of a two-thirds vote of the members present. This action is required to merely place an “emergency” item on the agenda. Discussion and vote regarding the specifics of the item are handled in a separate action.

FINDINGS:

John C. Fremont Healthcare District is a vital asset for Mariposa County and it is imperative that the District remain a viable operation in the community. The Board of Directors and staff appear to be sincerely dedicated to their mission “to excel in the provision of quality health care services” and their vision “to be the organization of choice for community health care.”

However, numerous issues surfaced during our investigation that appear problematic and have the potential to negatively impact the District and distract the Board of Directors from its mission of continued service to the community.

After reviewing the agendas and minutes of the JCFHD Board of Directors for the period of January 2015 through February 2016, as well as conducting numerous interviews, the Grand Jury has determined that:

Board members and staff appear to violate the provisions of The Brown Act and how they apply to the District, and;

Board members and staff appear to violate the overall intent of the Brown Act §54950 which states, in part, “It is the intent of the law that their actions be taken openly and that their deliberations be conducted openly.”

Agendas and minutes of both committee meetings and Board meetings often lack clarity and appear confusing and/or incomplete with conflicting information. Examples are:

Minutes of Board meetings do not reflect consistent following of Rosenberg’s Rules of Order including establishment of a quorum, discussion of action items and the calling for or recording of a vote.

When changes/corrections are made to minutes, the nature of the changes is not noted making it impossible to know if the changes are minor or substantive.

Attendance at committee meetings by more than two Board members is prohibited unless additional members are observing only.

Discrepancies between the agenda and the minutes including items listed on the agenda with no record of any consideration in the minutes, items taken up at a meeting which were not on the agenda and discrepancies between regular committee meeting minutes and the information in Board minutes regarding the same subject.

There is general disagreement among staff and Board members as to who has the ultimate responsibility, and each has tried to evade responsibility, for the accuracy of the agendas and minutes of Board meetings and for ensuring adherence to both the provisions of The Brown Act and to policies established by the Board of Directors.

There is a difference of opinion among those interviewed if sufficient opportunity is afforded for discussion or question of agenda items during Board meetings.

The Grand Jury found that not all Board members received background information for all items added as “emergencies” even when the “emergency” items were known prior to the meeting.

During the investigation of the complaint the Grand Jury discovered specific issues of concern as summarized below:

Consistent use of the consent agenda to approve non-routine and controversial items.

Attendance at committee meetings by Board members not named to the committee not documented as “observers only” and contributed comments that may have influenced outcome.

Agendas for committee meetings of the Board of Directors for January-September 2015 do not contain the time and place of the meeting. NOTE: Agendas for February 2016 committee meetings show the time of the meeting. However, the location is shown only as “Board Room” with no specific information as to exact address. Brown Act §54954.2 (a) (1).

Minutes for regular meetings where “emergency items” were added to the agenda do not reflect a vote to approve such action. Brown Act §54954.2 (b) (2)

Minutes of regular Board meetings reviewed state “Open session disclosure pursuant to Government Code §54957.7” but do not reflect that the items to be discussed in closed session were actually disclosed prior to going into closed session. Brown Act §54957.7

None of the minutes of regular Board meetings reviewed reflect a vote relative to the decisions made in closed sessions. Brown Act §54957.1 (a)

Convening a committee meeting and conducting business without a quorum.

Addressing a potentially controversial item of business under “Other Business” rather than a clear and separate agenda item giving the perception the topic was being shielded from public view.

Of particular interest to the Grand Jury was the handling of a specific committee meeting and subsequent regular Board meeting:

 A Finance Committee meeting agenda was posted at 1:05 PM. The agenda for the subsequent regular meeting was posted on the same day at 2:30 PM. The Finance Committee is always on the agenda for every regular meeting as the committee always has important and timely business for review, action or approval. It is questionable why the Finance Committee was left off the regular meeting agenda as the information needed to place it on the agenda was known at the time of preparation of the agenda.

The “emergency” items in question were four agreements and one action item. One of the agreements was related to a controversial subject. Background information on this particular agreement was not given to all Board members for review prior to the meeting.

Subsequently, the four agreements were added to the regular meeting as “emergencies” with no vote to do so. Brown Act 54954.2(b)(2).

Additionally, the minutes reflect that there was neither discussion of the four emergency items nor a vote to approve, reject or to dispense with them in any way.

The four agreements were moved to the consent agenda with no vote to do so. The consent agenda was then approved in total, including the four “emergency” agreements, by a vote of the Board with no discussion.

 Later in the same Board meeting another agenda item was added as an “emergency” and placed under Discussion/Action Items without a vote to do so.

Placing “emergency items” into a consent agenda is not only improper but gives the impression of “ramrodding” something through without public scrutiny and violating the public trust.

The Grand Jury found that all relevant Government and Elections Code provisions were followed regarding the noticing and calling of a special election and subsequent appointment by the Mariposa County Board of Supervisors to fill an open seat on the John C. Fremont Healthcare District Board of Directors. (Board of Supervisors Resolution 2015-55)

RECOMMENDATIONS:

The Grand Jury understands the issues associated with long agendas, prolonged meetings and subsequent lengthy minutes. However, it is the responsibility of the Board of Directors to make certain that all business is conducted in accordance with the law, both in letter and in spirit, and in compliance with their own policies.

The minutes are the official, permanent and legal record of the deliberations and decisions of the Board and must be clear, concise, accurate and intelligible.

Efforts to reduce the volume of agendas, length of meetings as well as simplify the complexity of minutes should never take precedence over clarity of public information, accuracy of the permanent record and compliance with applicable laws and policies.

The agenda for all meetings of the Board and its committees must always include the date, time and sufficient detail regarding the location of the meeting.

The Chairperson should allow sufficient time for questions and/or discussion of agenda items to the satisfaction of all Board members.

At the call to order of committee meetings and for recording in the minutes the chair should announce all directors present, announce any that are “observing only” and that they are not allowed to participate in the discussion or decisions made by the committee. The CEO, Board members and the Clerk of the Board should receive sufficient training in order to obtain thorough knowledge of the Brown Act and how it applies to the John C. Fremont Healthcare District.

Members of the Board, CEO and Clerk of the Board are encouraged to review and maintain a thorough understanding of the following:
1. Appropriate use of the consent agenda.
2. Rosenberg’s Rules of Order for the conduct of meetings.
3. John C. Fremont Healthcare District Bylaws for established policies and procedures.

It is imperative that the Board of Directors designate in their bylaws who is ultimately responsible for compliance with the provisions of the Brown Act, for adherence to Board policies and for the accuracy of the agenda and minutes.

Because compliance with the Brown Act and other policies and procedures related to agendas, meetings and minutes are vital to the overall conduct of business and well being of the organization the Board of Directors is encouraged to consider utilizing the services of an attorney who specializes in open meeting laws and other related issues.

In addition to being maintained in permanent written form, all meetings (committee, regular, special, emergency or other) of the Board of Directors should be recorded, retained for a period of not less than three years, available for public review upon request and posted on the district’s official website.

Potential Brown Act violations have been referred to the Mariposa County District Attorney for review.

REQUEST FOR RESPONSE:

The Grand Jury requests a response from the John C. Fremont Healthcare District Board of Directors as to the findings and recommendations.
Source: 2015-2016 Mariposa County Grand Jury