Code of Regulations - Health Lakewood Foundation

[Bill Call]

There is a lot of information about the Foundation at the City web site:

http://www.onelakewood.com/wellness-fou ... ask-force/

I appreciate the work of the Task Force. However, I have a severe case of bureaucraticissis. My eyes glaze over at the thought of sitting through 15 hours of videos of meetings. It's just the way my personality works. I would rather have the 5 page written summary that tells me the important stuff.

Sometimes providing to much information is a means to providing too little information.

I will be posting some documents along with my comments and opinions. Feel free to take part, opine, or ignore. That's one of the great things about the Observer.

Here is the Code of Regulations:

Code-of-Regulations-Wellness-Foundation.pdf

(158.21 KiB) Downloaded 213 times

[Bill Call]

The most important decision made by the Foundation Planning Task Force (FPTF) was the decision to "have no Members other than the members of the Board of Directors".

Choosing a membership structure allows for the supervision and removal of the Board of Directors by the members The structure chosen by the FPTF insures that the Board of Directors have complete control over the management of the assets, distribution of funds, election of Board Members, removal of Board Members, succession planning, dissolution of the Foundation and more.

There are no appeals to their decisions and there is no need for the decision making to be public. The public has no control or actual influence over the decisions of the Board. Once selected the Board will choose its own successors.

Here is the corporate filing for the Health Lakewood Foundation:

https://www5.sos.state.oh.us/ords/f?p=1 ... UM:4166015

[bentleymike]

The most important decision made by the Foundation Planning Task Force (FPTF) was the decision to "have no Members other than the members of the Board of Directors".

Choosing a membership structure allows for the supervision and removal of the Board of Directors by the members The structure chosen by the FPTF insures that the Board of Directors have complete control over the management of the assets, distribution of funds, election of Board Members, removal of Board Members, succession planning, dissolution of the Foundation and more.

There are no appeals to their decisions and there is no need for the decision making to be public. The public has no control or actual influence over the decisions of the Board. Once selected the Board will choose its own successors.

Here is the corporate filing for the Health Lakewood Foundation:

https://www5.sos.state.oh.us/ords/f?p=1 ... UM:4166015

Bill,

At least 6 months prior to selection, the board must notify the public through local media, social media, and other sources that they are looking for board applicants. This keeps the process open to people who may not be in the immediate circle of those on the board.

Article VI also state there must be a community engagement and accountability plan, and that there must be one public meeting each year that shares financials that show where money came from, and who it was given to, and how much.

There is no self-dealing. Unlike most public charities, which allow it, the FPTF opted against it so that no one sitting in the board room could get rich or profit in any way off of the foundation. This excludes if they sit on a board of an organization looking for funds, they must abstain in that scenario. We kept that piece that way, because we frankly felt no one would want to sit on the board, and we’d close it off to great candidates, if we had a provision like that.

Bill, or anyone for that matter, if you want to have coffee and go over any provision or ask questions, contact me. I’ll be glad to take the time to review.

[Mark Kindt]

The most important decision made by the Foundation Planning Task Force (FPTF) was the decision to "have no Members other than the members of the Board of Directors".

Choosing a membership structure allows for the supervision and removal of the Board of Directors by the members The structure chosen by the FPTF insures that the Board of Directors have complete control over the management of the assets, distribution of funds, election of Board Members, removal of Board Members, succession planning, dissolution of the Foundation and more.

There are no appeals to their decisions and there is no need for the decision making to be public. The public has no control or actual influence over the decisions of the Board. Once selected the Board will choose its own successors.

Here is the corporate filing for the Health Lakewood Foundation:

https://www5.sos.state.oh.us/ords/f?p=1 ... UM:4166015

Bill,

At least 6 months prior to selection, the board must notify the public through local media, social media, and other sources that they are looking for board applicants. This keeps the process open to people who may not be in the immediate circle of those on the board.

Article VI also state there must be a community engagement and accountability plan, and that there must be one public meeting each year that shares financials that show where money came from, and who it was given to, and how much.

There is no self-dealing. Unlike most public charities, which allow it, the FPTF opted against it so that no one sitting in the board room could get rich or profit in any way off of the foundation. This excludes if they sit on a board of an organization looking for funds, they must abstain in that scenario. We kept that piece that way, because we frankly felt no one would want to sit on the board, and we’d close it off to great candidates, if we had a provision like that.

Bill, or anyone for that matter, if you want to have coffee and go over any provision or ask questions, contact me. I’ll be glad to take the time to review.

Mr. Bentley, this is exactly the kind of problem that led to the loss of the hospital--endless, inseparable conflicts-of-interest. Everybody sits on everybody else's boards and there is an endless chain of conflicts. Given the disaster inflicted upon this community by its elected officials between 2012 and 2016, why couldn't we have a board that was truly independent?

[Bill Call]

Bill,

At least 6 months prior to selection, the board must notify the public through local media, social media, and other sources that they are looking for board applicants. This keeps the process open to people who may not be in the immediate circle of those on the board.

The Lakewood Hospital Foundation's documents included all kinds of requirements for public disclosure, public notification, open process for board applicants and more. It's obvious to anyone who paid attention that the LHF Board selection process was a charade. The real candidates were choses long before the announcement of a vacancy and long before the first interview. All the best laid plans and best intentions mean little if the people on the Board serve a "greater" agenda. That was a line from an LHA member who was all eager to move Lakewood Hospital to Avon. "We must serve the great good".

For example:

The assets of the LHF were assets of the City of Lakewood. All of the documents stated quite clearly that the City had a beneficial interest in the LHF.

Do you recall the Mayor or anyone on Council announcing open meetings about the transfer of $36 million from the LHF to the Three Arches Foundation?

How about the Board? Anyone from the Board invite public comment?

When the Board was fundraising around Lakewood to "raise money for Lakewood Hospital" did anyone on the Board mention that the money was not going to the Hospital?

I could go on but you get the picture. The whole operation was a charade, going through the motions to hide secret agenda.

Over time, no matter how careful the founding documents, no matter how dedicated the Board member, no matter how "open" the process, the Healthy Lakewood Foundation will become as insular and corrupt as the LHA and LHF. The Mayor and his pals are counting on it.

CODE OF REGULATIONS:

Code-of-Regulations-Wellness-Foundation.pdf

(158.21 KiB) Downloaded 189 times

The Board shall have between 11 and 18 members, two of those members will be appointed by the Cleveland Clinic. Two thirds of the remaining members need to be Lakewood residents.


I don't know if the number is meant to be flexible (sometimes 11 sometimes 18 or something in between) or if the decision is not final. The fewer the number of Board members the greater control the Clinic has. If there are 11 members and 2 are appointed by the Clinic then only 6 members need to be Lakewood residents. It seems the 2/3 requirement is being watered down even before the first appointment.

[Bridget Conant]

The whole operation was a charade, going through the motions to hide secret agenda.

Over time, no matter how careful the founding documents, no matter how dedicated the Board member, no matter how "open" the process, the Healthy Lakewood Foundation will become as insular and corrupt as the LHA and LHF. The Mayor and his pals are counting on it.

I think anyone who has paid attention from the beginning knows this.

[Mark Kindt]

PREDICTION:

Within 36 months or less, we will witness a merger or an integration functionally the equivalent of a merger between the Three Arches Foundation and the Healthy Lakewood Foundation.

Mayor Summers has given us at least one clue in the last sentence from this email (below):

"Whether a merger is appropriate is a discussion for a later time."

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