The Valley Medical Center Board of Commissioners is riding a river of discontent that has spanned two meetings and was sparked by questions concerning incentive payments awarded to the executive team and about 60 other managers.
The contentious part of the discussion began at the Sept. 7 meeting when Commissioner Aaron Heide, M.D., began asking questions about Resolution 929, the incentive and goals program, which was approved by the board at the Dec. 21, 2009 meeting. Neither Heide nor Commissioner Anthony Hemstad voted on the resolution. Heide had won the election beating former Commissioner Mike Miller, but did not take his seat until January. Hemstad was not present because of a medical issue.
The resolution addresses incentive payments based on established goals for 2010 to be paid to Valley’s executive team and management team.
Heide ran into a conflict with the staff, board President Sue Bowman and commissioners Don Jacobson and Carolyn Parnell while asking questions about the calculations of the incentive payments at the Sept. 7 meeting.
Bowman noted Heide could have learned about the details of 929 if he had attended an orientation session or met with staff outside of the meeting.
Heide stated he wanted to ask his questions about the compensation in an open meeting, “not behind closed doors.”
The conflict devolved into a heated exchange between Heide, staff attorney David Smith, Jacobson and Bowman. It was finally resolved when the board passed a motion to place an agenda item on the Sept. 20 meeting allowing Heide to ask his questions.
Robert’s Rules of Order
The Sept. 20 meeting, which turned into a four-hour marathon, began with about a 10 minute executive session. When the members returned Bowman said, “I have pondered and thought about the meetings of the last several months. I am very angry and very astonished with the conduct of Commissioner Heide during the last several board meetings.”
Bowman said Heide’s behavior violated the board’s bylaws and code of ethics. She stated, “As presiding officer I am asking David Smith to serve as my parliamentarian.”
Bowman asked Smith to advise her about Robert’s Rules of Order, a manual for conducting meetings with parliamentary procedure.
Smith stated he was not an expert on Robert’s Rules of Order, but as an attorney he would be able to research and provide advice.
Smith said, “This is not about First Amendment speech rights. This is not about quelling dissent. This is not about muzzling anybody. This is about having a productive business meeting and the laws are very clear you can regulate speech in a business meeting.”
Bowman also said she was “designating Jeff Dosch to serve as my sergeant at arms with authority to remove any person from this room including commissioners whose conduct continues to be disruptive.”
Bowman went on to state, “I want to remind commissioners Hemstad and Heide if you continue to mock the code of ethics and board bylaws you are not welcome at this table and I suggest you go home and be a commissioner there.”
Following Bowman’s comments, Hemstad said he agreed the board needed a parliamentarian, “But I think it would be best if we go out and find a professional parliamentarian, not someone sitting at the table today who says he doesn’t know parliamentary procedure well. Someone who is neutral and not actively taking part in the discussions and frankly raising their voice at commissioners in a way that is completely inappropriate. To have a person who is clearly taking sides and clearly emotionally invested as a parliamentarian…. That is the opposite of a definition of a parliamentarian.”
Tim Ford, the open government ombudsman for the state Attorney General, e-mailed information concerning removing a person that a chair of a meeting considers disruptive.
The following are excerpts from the e-mail:
“The standard for when a governing body may remove a citizen from a public meeting depends on whether there is a reasonable legal basis. Removal should not be an arbitrary decision, but rather it should be based upon reasonable attempts to restore order without success….”
“Under RCW 42.30.050 a governing body may restore order by the removal of individuals who are interrupting the meeting, or by clearing the room where order cannot be restored. The Open Public Meetings Act does not define what an orderly meeting means….”
“Finally, the OPMA (open public meetings act) does not equate conduct that ‘interrupts’ a public meeting with ‘disorderly conduct’ under RCW 9A.84.030. While such disruptive conduct may in fact occasionally rise to that level, the governing body should attempt to ensure orderly meetings without removing individuals whenever possible….”
Police officials consulted concerning removing a commissioner from a meeting noted that if the public official refused to leave the meeting, it is likely the person could only be physically removed if the person’s behavior reached the level of disorderly conduct. According to a law enforcement official, a security officer has some limited authority to arrest, similar to any citizen, but it would be best call a police officer if the person refuses to leave the meeting.
The state statute for disorderly conduct is RCW 9A.84.030 and the provisions that apply are, “A person is guilty of disorderly conduct if the person:
• Uses abusive language and thereby intentionally creates a risk of assault;
• Intentionally disrupts any lawful assembly or meeting of persons without lawful authority;
• Intentionally obstructs vehicular or pedestrian traffic without lawful authority.
The rest of the statute applies to disrupting funerals.
Ford said if the presiding officer is going to take steps to have a commissioner removed, “It truly has to be disruptive; it can’t be a heated debate. A heated debate may be necessary to get the public business done. Mere argument is not always disruptive.”
Calling the Questions
At the Sept. 20 meeting Paul Hayes, an executive vice president and Superintendent Rich Roodman made a presentation on the incentive program, which included representatives from the Seattle accounting firm Moss Adams and the Seattle employee benefits consulting firm Milliman.
According to information provided by the staff, the maximum incentive payment is about 32 percent of the base salary and average for the 12 years between 1998 and 2009 was about 24 percent.
John Hankerson from Milliman said it was “incredibly common and very, very uncommon not to have an incentive program…. I personally believe it is (the) best practice. Using incentives is a great thing to do.”
Roodman said the executive team and managers performed “exquisitely” during the past year.
According to Roodman the incentive payments are based on goals outlined in Resolution 929.
Roodman said, “The dog is really to drive performance to achieve goals set out by the board. The tail is the incentive compensation to the people in this room.”
According to Roodman, the goals were not met in 2008 and the incentive payments were zero.
“To put it differently when things don’t go well the people in this room lose 32 percent of their targeted compensation,” Roodman said.
Heide asked whether Roodman could affect his own compensation with decisions he makes on incentive payments for the executive team. The superintendent said he could not and the “terms and conditions of my contract are set by the board.”
Heide questioned whether the executive team should be taking incentive payments.
“Given the fact of tough economic times would anyone in this room consider not taking (the incentive payments.)” Heide said. “Would it be a good, ethical thing to do, to show people how much you care, to give it back.”
Roodman said, “Dr. Heide they earned it. If they don’t earn it, they don’t get it”
During the closing comments, the split among the commissioners was in high relief.
Jacobson said, “We have a contract with these people. If you want to renegotiate, take it to the board and see if they want to renegotiate it.”
Carolyn Parnell said members should come to the meetings and “conduct business for the hospital and community and forget about trying to tear it down. Bickering and bickering over salaries and stuff like that is ridiculous. I would like to see us come here as true professional people and conduct business.”
Heide read his comments and prefaced his remarks by stating it was “in my opinion.”
Heide said he was “very concerned about revelations that those in charge of Valley Medical Center are driven by profit and not patient care.”
The commissioner stated he believed Resolution 929 and similar measures show those in charge of Valley, “have a huge financial incentive to make money even at the potential sacrifice of patient safety and health…. Because of these large financial incentives, it is important that nothing interfere with this gravy train.”
Heide went on to state his concerns about how those with questions and dissent are treated.
“It is the act of bludgeoning into submission anyone who does not toe the party line…. It is the unleashing of high priced attorneys to investigate, and in turn, intimidate those who would simply like to better understand how Valley Medical Center does it business in delivering health care to the people in Public Hospital District No. 1.”
Heide said, “In my opinion, if the purpose of this board is to act as an oversight body of the operations of Valley Medical Center, then this is all a complete sham.”
The commissioner added he, “would like to apologize to the constituents who voted me into this position. It was theirs and my intent that there needed to be a change in the way things have been done at Valley Medical Center to improve transparency and make sure public health is the top priority…. In the current atmosphere I see no way of this occurring. My knowledge, opinion, experience and vote, as well as the vote of the public, is unwelcome here and irrelevant.”
Roodman closed the meeting by stating he found Heide’s comment that “anyone here has been corrupted by compensation, I find (that) upsetting, wrong and bizarre.”
Heide’s stated by phone, “my motion to discuss 929 in its entirety was not fulfilled. I was told we were out of time and needed to end, despite the one hour, 20 minutes of staff presentation before I could ask my first question…. It is our job to do the business of the hospital and I am supposed to go home rather than ask questions.”
