The John C. Fremont Healthcare District is looking to appoint two more people to sit on its board of directors after the abrupt resignations last week of board chair Wendy Ryder Priola and director Craig Burchfiel.
During a special board meeting on April 29, the three remaining board members divided up responsibilities: Rose Fluharty is now board chair, Teresa Johnson remains vice chair and Jesse Bullis remains secretary.
Applications for the two vacant board positions, which should include a letter of intent and a resume, are due by Sunday, May 17.
The board is expected to interview and then appoint two candidates to the positions at its board meeting on Wednesday, May 20.
The appointments are temporary because it is a late vacancy and will serve until the November election, when a total of three director positions will be up for reelection.
That’s a lot of moving director chairs at an inopportune moment for a hospital that lost $2 million between February and March and has less than $7 million in cash reserves.
The district is also in the process of building a new hospital to meet California earthquake standards by 2030.
In her resignation letter of April 27, Ryder Priola cited “egos, personal agendas and toxic behavior” on the part of an unnamed board member.
She had been chairperson for three and half years.
Burchfiel, who resigned three days earlier on April 24 after only six months on the board, blamed “unprofessional backbiting.” He added that Ryder-Priola had been the victim of “attacks that were horrendous.”
The precise nature of the dispute, and whether it simply involved an interpersonal falling out or something deeper and more significant, is unknown.
Despite a plea from the Mariposa Gazette for candor and transparency about the change in leadership, no public explanation was offered.
But there may have been a pretty good clue.
During the special board meeting on April 29, one of the first orders of business for the remaining three directors was to vote on a change to the governance by-laws.
The directors unanimously eliminated two provisions that took some oversight authority away from the board chair.
The eliminated by-law read, “The Chairperson is the primary signing officer on all legal papers. The Chairperson maintains an open communication with the CEO, meeting regularly with him/her, and ensures that periodic performance reviews of the CEO are conducted by the board.”
For the secretary/treasurer position, the board eliminated a clause that said, “The Secretary/Treasurer oversees the annual audit of the district, ensures its timely, and meets with the auditor pre- and post-audit as necessary.”
“Those are operational things that should be done by experts in their area,” said Fluharty. She added that it ensures the chair and vice chair stick to their governance roles.
Johnson replied, “I have zero thoughts that this is not appropriate.”
During a previous closed door session regarding those changes and a review of compliance with the Brown Act, Ryder-Priola left the meeting after the closed session and did not rejoin the public meeting. Ryder-Priola had been dealing with shoulder pain after a recent surgery.
According to two sources who requested anonymity because they were not authorized to speak, personal relationships on the board deteriorated over whether Ryder-Priola had exceeded her mandate as chairperson by directing hospital staff.
Directors Johnson and Bullis had also recently brought up several compliance issues related to the Brown Act.
After going through eight CEOs in a three year period, the changes in by-laws amount to an implicit endorsement of CEO Stacey Kuzak, who has been on the job for only nine months.
“We have to do things the right way,” Kuzak said recently.
In a statement to the Mariposa Gazette, Kuzak said, “Our focus remains on supporting our employees, providing high-quality care to our patients, and continuing to serve our community. The District remains focused on maintaining stable operations and moving forward with the important work ahead.”
The JCF Hospital Foundation is offering an informational forum on what it takes to become a board member called, Pathway to Public Service, on May 13 at 5:30 p.m. at the Mariposa County Board Chambers.
There is a stipend of $100 a month for the position. Expenses for conferences are reimbursed.
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