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Annual Meeting of Health Center Corporators
By Dick Ackermann, Winsted
The 2001 annual Corporator Meeting for the Winsted Health Center Foundation will take place on February 24, 2002. There has been no satisfactory explanation for this delay. The bylaws are very clear about requiring that the list of nominations be included with the notice of meeting. This notice must be mailed first class at least ten days before the meeting. As of this writing, the Board of Trustees has not publicly acknowledged any problems their previous mistake regarding these requirements has caused.
There is a question as to who shall be admitted to the meeting and who shall be allowed to vote. The terms of one-half of the Corporator Body expired on December 31. This is a major problem.
Furthermore, the bylaws state that corporators take office on January 1 following the Annual Meeting. This means that corporators appointed at the February 24 meeting shall not become corporators until January 1, 2003. Likewise, corporators who are re-elected shall not take office until January 1, 2003. Stan Laurel would say, "This is a fine kettle of fish you have got us into." It was funny then. It isn't funny now.
The legal notice of the Annual Meeting published last week stated the following purposes:
(1) Receiving annual reports from the officers and committee chairs;
(2) Electing one or more members of the Board, electing or re-electing Corporators, and electing the Nominating Committee for 2002.
The notice then states that the meeting is open to members of the Corporation, staff and guest speakers. This seems to thus exclude the press and any members of the public who might wish to observe the governing process in action.
In Washington there is a gallery for spectators who wish to watch the Congress in action. There is also a gallery in Hartford for citizens who wish to monitor the activity there. Selectmen's meetings are open to the public. In fact, there is a period set aside for public input at these meetings.
Alan DiCara, a former corporator and husband of the Health Center’s current CEO, has stated that the Winsted Health Center Foundation is a private corporation [Democratic Principles and Local Health Care, February 1]. It is a non-stock corporation; it came into being with donations from the public. It thus seems to me that excluding the public, even if legal, is terrible public relations.
Not allowing the press admission to meetings is also terrible public relations. The leadership of the board of directors resents the articles written by unhappy corporators and others that have made it into the papers. Giving the press access might be helpful—unless, of course, the press would be even better at ferreting out the truth. So maybe the current press policy is wise after all.
At this Annual Meeting, the corporators will be expected to endorse all the nominations made by the Nominating Committee. The board will not present the names of the people who were refused nominations to any position by a majority of the five-person Nominating Committee.
The legal notice does not mention the debacle of the Foundation being removed from the Certification of Need. There is no mention of the intent to sue for reinstatement on the Certification of Need, and no mention of the estimate of the cost of suing, or where this money will come from.
There is no mention of minority reports from committees. There is no mention of new business or questions from corporators.
That is how things stand right now at the Health Center. Is it time for a change?
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