LCW Board of Directors: What are You Doing?

Letter to the Local Council of Women Board of Directors

July 8, 2008

Dear LCW Board Members:

I do not know if all of you are aware of recent actions taken by LCW officers to plunge the LCW further into rule by secrecy and intimidation rather than by the openness and transparency that has marked the LCW’s 100+ years of existence. Below I list these actions, followed by a fictional newspaper rendering of what these actions might sound like if taken by a government. LCW members are entitled to a letter from the board which takes up each of these actions, explains or disputes them, and details how the board will act in the future with respect to the bylaws and the member rights the bylaws have, until now, guaranteed.

1. An outside organization, Bloomington Hospital, worked directly with LCW officers to establish the rules for the June 16 meeting despite the fact that it was an LCW meeting and not a Bloomington Hospital meeting, and LCW bylaws specify that it is the LCW board that should determine how meetings will be conducted. The rules were approved by the LCW board only at the very last minute and without adequate discussion. The reason given for this departure from LCW bylaws was that, after rejecting the 60-day delay requested by the City Council, there was not enough time for full consultation with the LCW board. The board has given no reason for the need to hasten the vote.

2. The bylaws’ requirement for advanced notice of meetings was not observed for hundreds of new members. Again, the LCW board has given no reason why such haste was necessary, and Bloomington Hospital’s acknowledgement on June 16 that merger talks would proceed even without a yes vote would seem to argue that there was no urgency at all.

3. The only information furnished members prior to the meeting was a packet of information provided by Bloomington Hospital. When an important part of the mission of the LCW is to provide oversight of the hospital on behalf of its members and the communities served by the hospital, it was highly inappropriate for information about a crucial vote on LCW’s role in hospital governance to be presented by the hospital rather than by the LCW board. That the hospital put both its and the LCW’s logo on this information without approval by the LCW board is tantamount to having the hospital become the voice of the LCW. No reason has been given for the LCW board having substituted the voice of the hospital for its own, and hence for its failure to fulfill its mission as “Your [the people’s] voice for community health”.

4. Bloomington Hospital went well beyond encouraging its employees to join the LCW. It even collected dues from some of them. I assume that the LCW board approved this and think that LCW members are entitled to learn why. If not, has the board expressed its displeasure to hospital officials?

5. While LCW bylaws state that members “may attend all meetings, pose questions, take part in discussions and vote…” [note that discussion is distinct from questioning], and where meetings are required to be run by Roberts Rules of Order, the June 16 meeting did not allow members to enter into meaningful discussion and a legitimate, seconded motion protesting this denial of members’ rights was met with “so sue” by counsel for the hospital. The reason given for this unprecedented removal of members’ right to discuss is that the meeting would otherwise take too long. This was one of the most momentous decisions in LCW history and the board seemed more concerned that LCW members got enough sleep than that they got to cast their vote based on full information.

Related to the silencing of Guy Loftman’s objection and motion is the question of why an attorney for the hospital was permitted by the LCW board to play a central role in these actions. Was the meeting not a meeting of and by the LCW? It was highly inappropriate for the hospital attorney to do anything more than observe. In effect, the board permitted the hospital attorney to represent the LCW at a meeting that was to determine the future relationship between the LCW and the hospital! LCW members deserve to hear from the board about why this was permitted and whether it means that, in effect, the LCW is giving up its fundamental mission vis-à-vis the hospital.

6. LCW members’ right to assemble, speak and vote on issues presumably means that this will be done in an atmosphere free of intimidation. Not only was there an armed guard present, but he had been hired by Bloomington Hospital. At a recent “Community Chat” with hospital CEO Moore, he dismissed concerns about the guard by saying that the hospital always has a guard at its large meetings. But the June 16 meeting was NOT a Bloomington Hospital meeting. I have not heard that the LCW board has issued any complaint to the hospital about this. I assume therefore that the board approves of the hospital's action and LCW members may expect Bloomington Hospital armed guards at all its future meetings, since its membership has grown and large meetings may be expected.

7. LCW president Wier proposed draconian sanctions against the one board member who spoke up about the above-mentioned irregularities. A second, more moderate proposal was later made, focusing on missed meetings (the president herself missed 7 out of the 12 board meetings held between Oct. 2003 and Dec. 2004) and purported misdeeds with respect to unspecified LCW “traditions”. This proposal was also withdrawn, but these acts of intimidation sent a clear message to everyone that board members are NOT to talk to LCW membership. (Since then, messages to board members have been answered by corporate counsel.) I haven’t seen a rationale for the silencing of board members, who, as far as I know, have not taken an oath of secrecy or signed a confidentiality agreement. One might suppose the reason is to protect the organization from members who might disagree with the board.

8. Members who informed the board that they planned to attend board meetings have received emails from LCW attorney Slotegraaf saying that members do not have a right to attend all meetings due to some unspecified “Indiana Statute”. Members who joined the LCW thinking that LCW bylaws assured them the right to attend all meetings are now being told that the bylaws are no longer being adhered to as far as their right to assemble. People who have belonged to the LCW for years have told me that it’s always been possible to attend those meetings. In some cases, this has even been encouraged. So, again, this LCW board seems to be setting a new precedent and members deserve to hear from it in an open manner about why it is doing so.

9. Requests to inspect minutes of meetings after 2004 (Lilly Library holdings only go up to December, 2004), another right listed in LCW bylaws, were met by emails from Slotegraaf saying that inspection was only possible if requests met the requirements of Indiana Code 23-17-27, which specifies that records may be inspected if “the member's demand is made in good faith and for a proper purpose”. I assume that it is Mr. Slotegraaf and President Wier who will be determining if those of us who have requested the records are acting in good faith and for a proper purpose. Or is it the entire board?

Mr. Slotegraaf has given no reason why, after many years of promptly depositing board and general meeting minutes in Lilly Library, where they were open for all to read, the LCW board has now decided to withhold records from members under the pretext that special conditions must be met for inspecting them. In the absence of any explanation from the LCW board, members would be justified in concluding that the board is hiding something from its members and the public. If this is not the case, why does the board not inform members about its deliberations and decisions via a newsletter, web site, by posting minutes, or by allowing attendance at its meetings? Surely there is enough money, if the board can have attorneys handle all its correspondence.

10. Requests to inspect the LCW membership list – another right guaranteed by the bylaws – also have been denied by Slotegraaf, citing the above-mentioned Indiana statute. Access to the membership list is necessary for members to exercise another of their rights according to the bylaws – the right to petition the board to call a special meeting of the membership. In denying the right to communicate with members, the board is also denying members’ right to petition for a special meeting, which in turn denies members the right to assemble and discuss. A vague reference to privacy issues has been given for this decision, but, if privacy had been a problem, then why have the bylaws given members the right to see the list for years? And why did the board give the list – with phone numbers -- to hospital employees prior to the June 16 meeting? If privacy is of such concern to the board, why didn’t it simply delay the meeting so that it would have time to contact members by mail, handling the mailing itself rather than through the organization that it is supposed to be overseeing?

11. In a phone conversation with one of you, I learned that the board had already decided that it would propose extending the term of all current directors and hospital board appointments for another term. The rationale given for this was that current board members are well-informed about the merger. This seems to be yet another extraordinary precedent that is being set by this board, and it is one that every expert on issues of good governance would certainly warn against. It has even become impossible for members to find out which members are serving for which terms. The only way members can learn this information is by reading through board minutes, and these minutes are now being withheld in violation of the bylaws.

So these are the actions that have been made in your name. It makes me wonder what the slogan “Your Voice for Community Health” means now. How does the board speak for either LCW members or the community when it meets in secret, does not inform members by newsletter or web site, blocks access to meeting minutes, lets the hospital runs its meetings, limits speech at meetings only to hospital officials and LCW officers, and refers requests for information and discussion to its attorney? Usually, when a body claims to be the voice of its members or the community, it listens and talks to them freely before it speaks on their behalf, especially about fundamental issues and decisions. And how can the issues discussed above, or those surrounding the merger of the hospital with Clarian, be squeezed onto a 3 x 5 card?

In the absence of communications from the board about these issues, members will assume that the board approves all of the actions outlined above, and that we may expect more of the same in the future.

Here is what this might sound like in a news article:

Locowonian Government Announces Emergency Measures

The government of Locowo today took unprecedented steps to curtail citizen opposition to its proposed relinquishing of much of its power to the government of Medicinia. Thumbing its nose at the Locowonian constitution, it announced that the Locowonian congress will henceforth meet in secret. Publication of the Congressional Record has been suspended and records of the past few years will not be released except to citizens who the government deems are acting in the best interests of Locowo.

The government further declared that all phone books and online directories are henceforth illegal. Citizens may request addresses from federal judges, who have the right to deny these requests if they suspect that the requests are not “in good faith” and for a valid purpose related to the needs of the nation. This ruling effectively denies citizens the right to assembly as guaranteed by the Locowonian constitution.

The government also announced that current members of Congress will be the only candidates proposed for election, with the exception of one congressman who defied the new secrecy laws and voiced his concern over recent government actions which he felt were unconstitutional. Since the government recently broke with tradition by taking for itself the right to choose who will run for office with no input from citizens, there is little citizens can do to propose alternative candidates, especially now that they are unable to contact one another, learn about what the government is planning, or engage in discussions at the few meetings that the government allows.

New meeting rules have been established by Locowonian government officials, working with the government of Medicinia. When meetings are called in order for citizens to approve the government’s candidates or decide other issues, citizens may freely discuss as long as their questions and arguments fit onto a single side of a 3 x 5 index card. The cards will be collected by government officials and those that they feel are in the best interests of the government will be read aloud and answered by Locowonian or Medicinian officials. No follow up questions will be permitted. Contrary to the constitution, Roberts Rules of Order will no longer be followed, and voting may take place before the question and answer period in order to insure that citizens do not have to listen to any opinions or facts that might make them think seriously about voting against government proposals. Prior to meetings, Locowonian citizens will receive packets of information from the Medicinian government to make sure that they have all the facts needed to support the government proposals.

When asked why these draconian measures were necessary, the President stated that “We can not let a minority of troublemakers stand in the way of progress, waste our valuable time, or bother more patriotic citizens who are willing to trust us without question in these perilous times. Let them sue us! From now on, all communications to the government will be forwarded to our attorneys. We want to reassure the people of Locowo that we are prepared to spend all of their taxes to fight any such lawsuit, and that we have the full backing of the Medicinian treasury if we should run out of our own money. No effort and no expense will be spared to defend the citizens of Locowo from terrorists who wish to attack our democracy by attending meetings and engaging in open debate. Citizens may rest assured that God will always be invoked to defend our freedom and, just in case, we will have a Medicinian armed guard at all meetings to preserve the peace. Long live Locowonian democracy!”

I and other LCW members await your response.

Sincerely,
Jean Umiker-Sebeok, LCW Member

Sent to:
sbritton@indiana.edu, bckz_clay@yahoo.com, DavisfloF@aol.com, cjholly@medicaidguide.com, dhrisomalos@aol.com, nlumbley@insightbb.com, kenroger@indiana.edu, wheeler.sue@comcast.net, swier@1stamericantrust.com, ldlike@likelawgroup.com

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