Clarian Corporate Practices & the Myth of "Local Control"

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There are many unanswered questions about the Clarian takeover of Bloomington Hospital that should have been addressed before the June 16 vote that gave away our community's greatest opportunity to influence the question of a move. The only facts so far made public have been those provided by the hospital. According to two of its own directors, the Local Council of Women board did no independent research about Clarian, the takeover or the move. They allowed no time for the public to do any investigations before the vote and, even if they had, they allowed no one to present any evidence at the meeting that might argue against the takeover.

Clarian Corporate Practices & the Myth of "Local Control"

1. For-Profit vs. Not-for-Profit (Follow the Money)

Bloomington Hospital and LCW PR about the takeover of our hospital by Clarian emphasizes that Clarian is a not-for-profit organization. Clarian is a private, not-for-profit corporation but acts much like the kind of for-profit hospital corporation that Bloomington doctors and LCW members rejected in 1996. It owns for-profit hospitals in Carmel and Avon. It owns a private, Medicare Advantage company, Senior Smart Choice (http://www.mplan.com/pdf/SSC.member.letter.pdf) which, like other such programs, is intended to lead to the privatization of Medicare.

Clarian also owns a venture capital firm, Clarian Health Ventures, which seeks to patent research by Clarian partners (leading to income for Clarian but higher health care costs for others) and to invest in high risk medical business ventures, 90% of which are likely to fail. The Indianapolis Business Journal reported in July, 2007, that "Clarian has hired R. Matthew Neff, an old friend of Clarian CEO Dan Evans, to run the fund. They were partners at the Baker & Daniels law firm in the 1980s. Evans became chairman of the Federal Housing Finance Board under President George H. W. Bush, and Neff served as his deputy. After Evans and Neff left government, they teamed with former Vice President Dan Quayle and Indianapolis businessman Al Hubbard to create Circle Investors Inc. Quayle chaired the board and Neff ran the company, which bought up four life insurance companies. They sold the company in 1997, reportedly for $50 million. Neff has spent nearly the last decade starting and growing Senex Services Corp., which buys bad debt from hospitals, including Clarian." (http://www.ibj.com/html/detail_page.asp?content=3102).

Clarian's corporate culture is similar to that of for-profit firms. Its board members are paid and represent other corporations and large institutions, not the communities served by Clarian hospitals. "We decided against a strictly representative board [because] hospital boards in today's atmosphere, says John D. Walda, board chairman of Clarian Health Partners, need to be cut out of the corporate mold…We’re running a billion-dollar-plus organization…and constantly expanding, hopefully picking up market share and marketing new products….It’s pretty naïve to think that a bunch of lay people can bring that kind of perspective to the table.” (Trustee, Vol. 51, Issue 3, p.14+, March, 1998).

While Clarian executives earn over a million dollars a year ("Clarian Exec Pay", Westfield Forum Mar 12, 2008, http://www.topix.com/forum/city/westfield-in/T5CO97PHRATF32LFG), it threatened in 2008 to dock employee salaries each month for having high blood pressure, being overweight, or smoking ("Being Unhealthy Could Cost You—Money Clarian Health is taking a novel approach to reducing health-care costs: It's penalizing workers for indicators of poor health," Business Week August 2, 2007, http://www.businessweek.com/bwdaily/dnflash/content/aug2007/db2007081_804238.htm) and only withdrew this threat when told that this would be illegal ("Can Scrooge Dock Your Wages?", http://terraextraneus.com/index.php/archives/category/employment-law/).

Clarian pursues aggressive, profit-seeking actions that have not only NOT led to cost containment but may have actually increased costs ("Continued Hospital Expansions Raise Cost Concerns In Indianapolis", HSC Community Report, No. 2, June 12, 2005, http://www.hschange.com/CONTENT/749/). Bloomington Hospital CEO Mark Moore refused to answer when asked by a City Council member on June 4 how the cost/benefit ratio of Bloomington Hospital compared with that of Clarian hospitals.

2. Local Governance (Follow the Money)

Hospital and LCW PR on the takeoever emphasized that there would be strong local governance of the hospital. But, as indicated above, Clarian’s model of governance is nonrepresentational boards of directors. The long-term goal of Clarian is to become the primary health care system in the state of Indiana, creating a system with monopoly clout that will benefit large scale employers such as IU and health care providers. "We are actively negotiating with hospitals all over the state to join Clarian Health, says Walda. As the system grows, the influence any one hospital or constituent group will have over decision making will be diluted." In line with its nonrepresentational model, Clarian now “appoints 3 of the 11 members of the Bedford Regional Medical Center’s board and ratifies the rest” and “Bedford does not send a rep to the Clarian Board”. (Trustee, Vol. 51, Issue 3, p.14+, March, 1998).

The truth is that the takeoever will involve the creation of a self-perpetuating hospital board dominated by Clarian appointees in which 75% of the members must live "somewhere in the 10 county area" and in which the six existing representatives appointed by Monroe County Commissioners are eliminated. Similarly ignored is the fact that LCW gave up its membership's veto power over future projects -- retaining only the requirement that three of the seven LCW-appointed hospital board members support a 70% majority authorizing any future property sales and construction.

3. Financial Rationale for Takeover (Follow the Money)

Only four years ago, in 2004, representatives of the LCW, Bloomington Hospital, and the hospital Foundation went before the Bloomington City Council to plead that Monroe Hospital be barred from opening within city limits. BH Board president Jerry Neely argued at that meeting that there was no need for more hospital capacity and stated in a February 12, 2004 Herald Times guest column that the motives of "the investors in the proposed 'for-profit' enterprise . . . are driven by individual greed rather than community need", arguing that, with Bloomington "hospital's much-needed recently completed expansion as well as the existence of other numerous outpatient centers in town, there is more than enough choice, capacity and access for a community of our size." (http://www.heraldtimesonline.com/stories/2004/02/12/digitalcity.0212-HT-A8_RSZ13351.sto). Millions of dollars were poured into the remodeling and expansion of the existing hospital.

Only two years later, in 2006, the hospital went from believing that our area had adequate medical services to buying 85 acres of land at the intersection of 37 and 46, in Crider's North Park. By November, 2007, it had decided that the current hospital needs more space for private rooms (= higher health care costs) and parking ("Hospital may partner with Clarian: Bloomington Hospital CEO says such a deal could help hospital stay competitive, develop North Park campus", Herald-Times November 9, 2007, http://www.heraldtimesonline.com/stories/2007/11/09/news.qp-0829123.sto) and that, for the first time in its 100+ years of existence, it needs a big partner to provide it with $70 million for expansion. (The last remodeling of the hospital involved around $40 million.)

This time, hospital officials did not approach the City Council to discuss their needs. It was only after a member of the Council heard at IU what was being planned and insisted that hospital officials talk to the Council that a presentation was made at the June 4, 2008 Council meeting. During the presentation by hospital CEO Mark Moore at that meeting, and in the discussion that followed, it was clear to many of those attending, as well as to Council members themselves, that the decision to move the hospital out of town had already been made without serious consideration of expanding on site and improving existing road connections.

Hospital officials also ignored the County Council, but, according to Moore, did talk three times with County Commissioners in meetings whose time and place you could only learn by personally visiting the Courthouse. We asked two of these Commissioners what was discussed at those meetings. Both refused to say what transpired and no minutes were kept.

The takeover would involve the County Commissioners giving up all direct appointments to the hospital board and hence all of its power to influence hospital governance. To keep this from happening, they would have had to convince the hospital and the LCW that this is not in the interest of Monroe County citizens, but they do not seem to have taken any steps to do so, nor, as far as we know, did they consult their constituents or even inform them that this was an issue.

4. The Link between the Takeover and the Move (Follow the Money)

The trend throughout the United States is for city hospitals to move to the suburbs, quickly followed by doctor's offices and other medical facilities as healthcare providers seek to maintain or grow profits while squeezed by decreasing reimbursements ("Hospitals go where the money is: Amid building boom, concern over the effects on health costs", USA Today January 3, 2006; "Construction Activity in U.S. Hospitals", Health Affairs, May/Jun2006, Vol. 25 Issue 3, p783-791, http://www.hschange.com/CONTENT/840/?topic=topic04). Bloomington doctors are already said to be buying up land near the North Park site in anticipation of the hospital’s move.

While healthcare providers often claim, as does Bloomington Hospital, that these moves will make the delivery of services more cost effective, the abandonment of existing buildings does not seem to enter into their calculations, nor do the economic effects on the cities they abandon. Fort Wayne is a nearby example. When Lutheran Hospital moved outside the city to a medical park on I69 in 1992, its buildings weren't transformed into other businesses that would attract people to the downtown and generate tax revenues. They were torn down, leaving a blighted area (Lutheran Hospital Ft Wayne Empty Lot & Parking Google Map Link for Old Location :2929+Fairfield+Ave+Fort+Wayne,+IN+46807).

The hospital, county government and developers stand to gain if the hospital moves. The hospital will become an anchor for area development and no doubt profit by selling or leasing part of its 85 acres to medical businesses. The county will get new, tax-paying businesses and jobs. But what will the cost be? One of the deals the County made with the developers of North Park was to make the area a TIF (Tax Increment Financing) district. TIFS were created to help cities attract businesses to blighted urban areas (among other things fighting urban sprawl). Our County government is using TIF designations such as North Park to CREATE blighted urban areas, in this case the area around the current hospital (Gregory Travis, "CIVITAS: Economic Pornography", Bloomington Alternative, June 29, 2008, http://www.bloomingtonalternative.com/articles/2008/06/29/9376).

Most of all, how will all this wheeling and dealing cut or contain the cost of health care in our area? Tearing down the current hospital after millions of dollars in renovations would hardly seem to contribute to cost containment. Turning it over to the City for housing social service organizations (suggested to our Mayor by hospital officials) would cost City taxpayers a lot in taxes for remodeling and would not replace the income lost as people visiting the hospital no longer patronize downtown businesses. And what, the Mayor asked recently during a radio interview, would the City do with all the existing buildings that currently house social services?

Hospital officials have stated repeatedly that the current hospital is land-locked, making it difficult for the hospital to become a regional health care facility. City Council members familiar with the land around the current hospital questioned this at the June 4 meeting, and Mayor Kruzan’s staff has put together a list of the many properties that the hospital owns or that are marked as healthcare-related at the current site ("Bloomington City Council Hospital move questioned at budget hearing", Herald-Times July 24, 2008, http://www.heraldtimesonline.com/stories/2008/07/24/news.qp-1373979.sto and "City wants hospital to stay put: Officials seek ways to encourage expansion at current site rather than moving", Herald-Times July 27, 2008, http://www.heraldtimesonline.com/stories/2008/07/27/news.qp-2136696.sto).

On June 4, Council members also offered to help the hospital with traffic patterns and negotiating with adjacent neighborhoods to allow expansion at the current site. Improving access to Rt. 37 along Second St. was also discussed. Hospital CEO Moore didn’t appear to be interested.

5. Local Taskforce (Follow the Money)

In response to public opposition to the takeover and move of the hospital and the threat that the vote on June 16 might go against it, the hospital board agreed to appoint a local taskforce that would look into the issue of moving the hospital. The taskforce will have 12 months to make a report to the hospital board, but the rules of engagement were not spelled out and many questions remain about how it will function and whether it will be taken seriously. Will the taskforce have access to planning documents and data used by the hospital? Will it have access to minutes of board discussions? Will it have the ability to question hospital representatives for information gathering purposes? Will it be given clerical and research support for its investigations? Why is it being given only 12 months when the hospital has said that the planning regarding a new hospital will take at least 5 years? Will taskforce members be able to share their findings with the public? Notably missing on the taskforce is much representation of the city’s interests, with only one City Council member to be appointed but two from County government.

There is little reason to think that the taskforce will have any significant effect on hospital planning, especially since the hospital made it clear, in the packet supplied to LCW members before the June 16 meeting, that the decision to build a new hospital would be based on the needs of the region, not Bloomington. Growth in corporate profits are not in Bloomington but in the surrounding area, which is precisely why the hospital was so keen to remove the one significant public power over the hospital on June 16. The hospital needed to enter into its negotiations with Clarian being able to deliver a hospital free and clear of any significant public control. LCW’s veto power over disposition of hospital property was the last public stumbling block to Clarian’s domination of this part of the Indiana health care market.

What You Can Do

Let’s not let the last bit of community influence on our health care system die.

Prior to, during, and following the June 16 meeting, the LCW violated its own bylaws and ignored the rights those bylaws give LCW members. It allowed the hospital and its attorney to set the rules for and dominate a meeting that was to decide the legal relationship between the two institutions. It has refused to allow LCW members to attend board meetings or read the minutes of those meetings. It communicates with members only through its attorney.

Whether or not you are in favor of the takeover, the LCW is still the only organization that the public can join that appoints members of the hospital board. If the LCW board is permitted to act as a secret society, the public will have no information about what the hospital is doing and no voice in its decisions. It is therefore extremely important that LCW members demand that meetings be held where members are free to discuss these important issues, as LCW bylaws outline. The attached petition calls for such a meeting to open a dialog with the board. It may not succeed in overturning the vote but it would send a strong signal to the LCW board that, for the LCW to be a voice for the community, it must talk to its members. I hope that you will consider downloading this petition and sending it to the address indicated.

If you are a member of the Local Council of Women, please send in your petition demanding a meeting to discuss this important issue. Click here to download the petition.

If you are not a member, please join and send in a petition. Click here to download a membership form.

Click here to download an extensive, annotated list publications about these issues.

Mark T. Day, marktday@gmail.com

Jean Umiker-Sebeok, jean.sebeok@gmail.com

July 31, 2008

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

Click here to download a pdf version

LCW Board Tramples Members' Rights

The LCW board, through its attorney, is systematically denying its members their right to meet, discuss and learn what the board is doing. Its actions are transforming the LCW from "Your Voice for Community Health" (the slogan on its membership form) into a secretive society where only the 10 members of the board (and their attorney) have any idea what is going on and even they are intimidated into silence.

Silencing Opposition During and After the June 16 Meeting

Following its June 16 meeting (where LCW members were denied the right to discussion--see earlier posts), the LCW board has escalated its attacks on the rights of LCW members to obtain information about what it is doing.

Silencing Board Opposition -- It's Not Over, Folks

This blog has documented attempts by the LCW board to silence LCW Board member Chris Holly for letting LCW members and the public know what's going on. Today's HT article (see link at left) notes that LCW President Susan Wier has cancelled a special board meeting to sanction Holly, but sanctions may still be possible at the board's regular meeting, on the last Tuesday of this month, and the board may simply not renew Holly's board appointment in December, at the annual meeting. At the very least, a strong message has been sent to the other board members that discussing LCW board business with members or the public will not be tolerated.

Denying Members Access to Board Meetings

LCW members who informed the LCW board that they plan to attend board meetings have received an email from LCW attorney Eric Slotegraaf saying that, according to Indiana code 23-17-27 (see link at left), members do not have the right to attend those meetings despite the fact that LCW bylaws state that members are entitled to attend "all meetings of the corporation".

Denying Access to the Board Meeting Minutes

If board members are discouraged from telling members what the board is doing by the threat of removal from the board, how are ordinary members going to get the information they need to discuss and vote? Attorney Slotegraaf told one member that their request to see board minutes was denied because their request did not comply with Indiana Code 23-17-27. To us, he said that minutes could be consulted but, alas, minutes available at Lilly Library only go up to the end of 2004. We are waiting to see if he will furnish me with the minutes from the period covering talks about the hospital merger.

In an interesting twist, the law Slotegraaf brought to our attention calls for the LCW to maintain "a record of actions taken by directors without a meeting" (Sec. 1.a.2). We know that many actions were taken by LCW officers, in concert with hospital officials, in preparation for the June 16 meeting. Members should request the record of these actions from the board (see contact information below).

Denying Access to the Membership List

Attorney Slotegraaf again cited IC 23-17-27 when denying one member's request for the LCW membership list in order to contact members about the petition to call a special meeting to discuss and vote on the legitimacy of the June 16 vote. That member has submitted a new request, complying with the provisions of the above-mentioned law, and we will see if this works.

Legal Intimidation and LCW's Limited Resources

Today's HT article quotes hospital counsel Jim Whitlatch as saying that, even if the petition for a new meeting is successful and, at that meeting, 50% of those attending say that the June 16 vote is null and void because of the conditions under which the earlier vote was taken, nothing can be done to change the agreement that LCW has signed with the hospital. On June 16, the article reports, he told Guy Loftman to sue when Loftman fought to uphold the bylaws.

The hospital, which justifies the Clarian merger by saying that it needs money, seems to be prepared to spend any amount of money on legal fees to make sure that our community is locked out of any meaningful discussion on the topic of how health care will be delivered. And what a sad day it is that the LCW board, which claims that it is too poor to have a website or distribute a newsletter to members, or have a phone number published in the phone directory, seems to be prepared to spend all of its limited resources on silencing its own board members, regular members, and the public.

Fight to Have a Voice

Join, submit a petition, and voice your concerns through emails or letters to the media, hospital officials, and LCW board members. As we have seen recently with public opposition to Wal-Mart, concerned citizens can have an impact on even the most arrogant corporations.

LCW Board Members:

Sandy Britton, Treasurer sbritton@indiana.edu

Caroline Clay bckz_clay@yahoo.com 339-9664
Flo Davis DavisfloF@aol.com 332-8788

Chris Holly cjholly@medicaidguide.com
Debbie Hrisomalos, Secretary dhrisomalos@aol.com 339-3826
Lance D Like ldlike@likelawgroup.com 323-8300
Nancy Lumbley nlumbley@insightbb.com 339-6467
Ellie Rogers, Vice President kenroger@indiana.edu 339-7741
Sue Wheeler wheeler.sue@comcast.net
Susan Wier, President swier@1stamericantrust.com 824-7760

July 10 LCW Board meeting re. Holly Cancelled

The July 10 special Local Council of Women board meeting regarding Chris Holly has been cancelled by board President Susan Wier. Thanks to everyone who called or emailed the board about this! Now let's get going and turn in those petitions to overturn the June 16 vote! Every vote counts!

LCW Members Petition Board to Overturn Hospital Merger Vote

People are understandably angry about the undemocratic way in which officers of the Local Council of Women, working with representatives of Bloomington Hospital, silenced the pre-vote discussion guaranteed to members by LCW Bylaws (see earlier posts below and links to news reports and broadcasts, on the left). LCW and Hospital attorneys also flaunted the bylaws by ignoring a legitimate and seconded motion protesting this denial of LCW members' rights, made by former LCW board member and attorney Guy Loftman.

Did you know that if only 36 more people had voted NO on June 16, the merger would have been blocked, forcing the hospital and LCW to enter into the kind of open public discussion that a change of this magnitude deserves?

There is still something people can do. Mr. Loftman has drawn up a petition to the LCW board which asks the LCW President to call a special meeting of the membership for the purpose of considering the following resolution:

WHEREAS, the Local Council of Women Bylaws state that members shall have the right to “pose questions, join in all discussions and vote” on business; and,

WHEREAS, the membership was not allowed to join in the discussion of the resolution presented at the Local Council of Women meeting on June 16, 2008 prior to the vote thereon;

THEREFORE, it is hereby decided that:
1. The decision made at the June 16, 2008 meeting of the Local Council of Women was made in violation of the Bylaws of the Local Council of Women.
2. Because of such violation, the decision made at the June 16, 2008 meeting of the Local Council of Women is hereby declared null and void.

Click here to download a printable pdf version of the petition.

For this kind of petition to be successful, 10% of LCW members must file one. Approximately 100 petitions will be needed to get this meeting called.

Petitions may only be submitted by LCW members. Not a member yet? Click here to download a printable LCW membership form. The membership form should be returned, with dues payment, to the LCW post office box as indicated on the form, except that the zip is 47407, NOT 47402.

Please DO NOT send petitions to the LCW postbox. Petitions should be sent to the City Clerk's office.

Please print and submit your petition as soon as possible. If you are just now joining LCW, please attach a note to your petition giving the date on which you sent in your membership application and dues.

To those who may question that petitions are being gathered into a folder at the City Clerk's office:

City Clerk Regina Moore was asked, and agreed to be a repository for these petitions. City Hall is a building in which all are invited, and welcomed, and the Clerk's Office is a central location easily accessible to citizens. The Clerk's office has acted in the past as a gathering place for other petitions and information. It's daily activities include in person, email, US Mail and phone inquiries about all kinds of information in all areas of government. It is literally the front door of governmental and public information for many citizens and Clerk Moore is happy to have her office act as an impartial and safe haven for petition gathering. This office should not be construed as having advocacy or non-advocacy for the petition, but a public and open place for these petitions to be gathered.

Please alert your friends and neighbors about how they too can do something to prevent a merger and possible relocation without substantial public input.

LCW Seeks to Sanction Whistle Blower on July 10

July 10 -- 4:00pm [MEETING HAS BEEN CANCELLED]
First American Trust
2599 W. Vernal Pike (SR37 and Vernal Pike)

A special meeting of the Local Council of Women board has been called to consider sanctioning LCW board member Chris Holly for bringing to member and public attention circumstances surrounding the June 16 special membership meeting and vote (his report available to the left, Under "Documents...Web Sites"). Chris is a law student who is to take the bar exam this summer. When first calling the meeting, LCW President Susan Wier's resolution suggested the possibility that the board might apply sanctions aimed at preventing his admission to the Indiana bar:

"To review board member's, Mr. Chris Holly, recent actions before, at, and after the June 16, 2008 membership meeting to determine if such actions constitute grounds for a vote of "no confidence," written LCW board reprimand, immediate removal as a LCW board member, or "for cause" pursuant to LCW bylaws and specifically Section 5.9 of the LCW bylaws, or other legal grounds, and if Mr. Holly should be immediately be removed from the LCW Board, sanctioned pursuant to LCW Bylaws, or if further sanction should be sought legally or professionally." [LCW bylaws may be downloaded from the link on this blog]

After word got around about what the board was planning to do, Wier backed off a bit and changed the resolution to considering only Section 5.9 of LCW bylaws, which state that a director may be removed for missing three or more meetings or for breaking the corporate, civil, corporate or criminal laws. Because LCW board meetings fell last semester on a day and at a time when Mr. Holly had a required law class, he has missed three meetings. This may be used as grounds to remove him from the board. However, because the original resolution mentioned sanctions due to his actions relating to the June 16 meeting, removing him because he missed some meetings should be seen as pretext.

All LCW MEMBERS MAY ATTEND THIS MEETING -- According to LCW bylaws, members "may attend all meetings of the Corporation, pose questions, join in all discussions and vote". If you can attend, please call or email LCW President Susan Wier to tell her you are coming so that there will be adequate space.

WHY SHOULD YOU ATTEND? -- We need to send a strong message to the LCW board that we want the LCW to return to being an open and democratic organization that communicates with its members and the public about health care in our area. If members do not show up to support Chris and say to the board "Have You No Decency?", the board will continue to act as if the LCW board will continue to act as if their primary constituency is Bloomington Hospital rather than the people served by the hospital.

If you can't come but would like to express your opinion about this, here are the names and contact information for LCW board members:

Sandy Britton, Treasurer sbritton@indiana.edu

Caroline Clay bckz_clay@yahoo.com 339-9664
Flo Davis DavisfloF@aol.com 332-8788

Chris Holly cjholly@medicaidguide.com
Debbie Hrisomalos, Secretary dhrisomalos@aol.com 339-3826
Lance D Like 323-8300
Nancy Lumbley nlumbley@insightbb.com 339-6467
Ellie Rogers, Vice President kenroger@indiana.edu 339-7741
Sue Wheeler wheeler.sue@comcast.net
Susan Wier, President swier@1stamericantrust.com 824-7760