LHA Trustees & Attorney General Guidelines in Conflict?

[Brian Essi]

DewineGuideforCharityBoardMember.pdf

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Among Attorney General DeWine's guidelines (attached) that relate to the hospital crisis are:

1.“The lack of an active and engaged board can doom the future of a nonprofit.” Board members “who are regularly absent from meetings, who are inactive, or who fail to conduct adequate research prior to making decisions do not” fulfill their duty of care.
I've attended two LHA board meeting and I was stunned how few questions were asked of the CCF hospital management. At the July 25th meeting 7 f the 22 members never showed up---Madigan and Bullock showed up over an hour late. The hospital is failing and this is the attention our stewards exert?

2. DeWine: "Trustees must understand the governing documents". On April 8, 2015, Summers still didn't understand the Definitive Agreement.

3. DeWine: "Trustees can held liable for selling assets for less than fair market value." The trustees approved the LOI that did not get LHA Fair Market Value for the assets---assets valued by Subsidium at about $80 million more that Summers "negotiated" with the CCF.

4. DeWine: Terms limits and rotation off the board to “avoid stagnation, tunnel vision and the perception that the board is merely an insiders’ club.” Many LHA trustees have been on the board for 15-30 years and seem to be clueless about CCF moving services away.
Certain trustee in leadership are very chummy with CCF folks who are tanking the hospital,

I sense that further litigation may be in the offing with the trustees personally in the line of fire---and this time fire may be coming from a different direction.

[Bridget Conant]

Here are more duties of a hospital board as outlined by a consulting company that advises healthcare related boards and trustees.

http://www.trusteeplace.net/sample_files/fiduciary_responsibility_bb.pdf

A careful read of the duties indicate that the Lakewood Board has failed several duties they are legally required to perform.

[Bill Call]

I guess that explains the Clinics offer to pay the legal fees of Board members.

There IS something odd about the various Boards that were created to nurture and protect Lakewood institutions like the Hospital and the Beck Center. Over time they forget that they are Lakewood's institutions and NOT regional institutions.

A few years ago the Board of the Beck was ready to move to Westlake. They only changed their mind under intense political pressure. I was at a fundraiser for the Beck a few years ago when the Board president announced that the Beck Center has decided to stay in Lakewood. I found that an interesting statement since they DENIED ever planning the move.

It's been over ten years since the Cleveland Clinic began its deliberate debasement of Lakewood Hospitals business. Throughout that time the Board members sat mute.

When the Cleveland Clinic increased its "administrative fees" by 68% no one on the Board challenged the decision. They just paid up. You would think the looting of the Hospitals business would interest someone on the Board. Not a chance. I think some are actually proud of their ignorance and inaction. One Board member appeared before Council recently to say that he "wasn't aware of any services" that have been moved out of Lakewood Hospital!

I think that part of the problem is that the Board is made up of old pals who appoint people who think the same thoughts. They like the idea of being on the Board but have no idea of what being on the Board actually requires.

Overtime the Board members saw no problem in destroying a hospital, losing 1,000 jobs and betraying the institutions they were charged with preserving.

How do I explain that behavior? I don't know, maybe they put something in the champagne at the country club.

[Michael Deneen]

If Mike DeWine were willing to "step up" by investigating this farce, he could do wonders for his reputation in Cuyahoga County.
He has admitted that he is looking into running for Governor in 2018....this would certainly help his cause.

We'll find out if he's more interested in serving potential voters or serving Clinic donors.

[Bridget Conant]

Trustees have PERSONAL liability for failure to perform their duties. They can be sued:

http://www.trusteemag.com/display/TRU-news-article.dhtml?dcrPath=/templatedata/HF_Common/NewsArticle/data/TRU/WebExclusives/2013/WebExclusive0613legalduties

[Jim O'Bryan]

Trustees have PERSONAL liability for failure to perform their duties. They can be sued:

http://www.trusteemag.com/display/TRU-news-article.dhtml?dcrPath=/templatedata/HF_Common/NewsArticle/data/TRU/WebExclusives/2013/WebExclusive0613legalduties

And they can prove the current lawsuit already, just in comments made by the mayor, and
LHA Board Members. I was speaking with some at City Hall who doubted the lawsuit would
get any traction, and then I asked, "have you read the agreement?" Of course not.

I said if you read the agreement, and then look at the patterns of absenteeism it makes the
perfect case not just for failure in their fiduciary responsibility, but conspiracy to run
Lakewood Hospital into the ground.

I think Brian is correct in thinking more suits are coming, and I bet one from outside the state.

.

[Lori Allen _]

I agree that the LHA trustees have run the facility into the ground. The sidewalks on the property are broken and separating, the restrooms are dirty, and the whole campus just looks dingy. I believe that all of the trustees (Tom Gable, Curt Broskey, and John Litten just to name a few), had a duty to run the hospital correctly. In my opinion, they failed. One of the LHA Board members is running for city council here in Lakewood. I don't believe he is telling people this in his campaigning. I wonder why.