Eureka Springs hospital commission approves bylaws

Thursday, March 11, 2021
File photo

The Eureka Springs Hospital is working on its bylaws

At a special meeting on Saturday, March 6, the commission approved the 2020 bylaws with several amendments. Chairman Tyson Burden stated that the amendments included a clause saying the chairperson will serve for two years and a majority will constitute a quorum. The last amendment, Burden said, was to change the term “board of directors” to the Eureka Springs Hospital Commission.

The commission held a lengthy discussion of the bylaws at a workshop before the special meeting, where Burden explained that the commission had two sets of bylaws to consider: the bylaws approved in 2020 and a new set of bylaws created by the commission’s attorney. Commissioner Kent Turner said he wasn’t comfortable with either document but would prefer to work off of the 2020 bylaws.

“The reasoning for that is … at least liability for the staff and commissioners is covered in the old ones, and it’s not in the new ones,” Turner said. “I would be willing to go ahead and approve the ones that have been in existence and us start working on them to adjust them.”

Turner added, “While there is still a lot of stuff in the old ones I don’t particularly care for, it has some nuances the new ones don’t have.”

Turner said he was also concerned about the “amount of responsibility the new bylaws gave to the commission.” The 2020 bylaws, Turner said, include clauses about a CEO or administrator.

“I like that, because I think that’s the road we’re going down,” Turner said. “I still have concerns about the amount of responsibility that’s insinuated in the bylaws.”

Commissioner Jean Reed agreed, saying she wants the bylaws to better clarify the commission’s responsibilities with hospital staff. Reed said the commission should have oversight of the hospital but not the day-to-day responsibilities of a CEO.

Commissioner Barbara Dicks said she preferred the new bylaws.

“They are easier to read than the other one,” Dicks said. “The other one was pulled off the internet. It wasn’t even ours. It was [former management company] Alliance pulling it off the internet. I would want to do our attorney’s version and then amend it, because it is written according to state law and no matter what we put in our bylaws, we are still bound by state law.”

Turner asked for an example of how the 2020 bylaws don’t comply with state law.

“It seems to me those portions are effectively the same,” Turner said.

Reed suggested taking parts of the new bylaws and adding that to the 2020 bylaws.

“That was kind of my opinion,” Turner said.

Reed reiterated that the word “oversight” should be added to the bylaws to describe the commission’s responsibilities and Burden said that’s the “heart of the disagreement” among the commission.

“We were definitely split that we should have oversight versus managing and control,” Burden said. “Today, what we’re proposing is managing and control, not oversight.”

Burden said he’d be open to amending the bylaws in the future but wanted the commission to approve the bylaws as soon as possible. With the suggested amendments, Burden said he would send the bylaws to the commission’s attorney for further review.

Also at the workshop, Burden updated the commission on the status of its chief financial officer. Burden said CFO Scott Stone’s contract ends on March 31 and asked if the commission would want to extend the contract with Brent Seay, who has taken over Stone’s practice. Turner said the contract is with Stone, not Seay. That’s why the commission would need to advertise the CFO position before offering it to Seay, Turner said.

“If I was the public wanting to review what we’re doing, I’d say you bypassed all bidding procedures and you can’t really do what you did,” Turner said. “We extended the contract we had with [Stone.] He is still the guy on the contract.”

Burden said he could talk to Stone about extending his contract by one more month to give the commission time to figure out how to proceed, and the commission agreed that would be best.

In other business, the commission discussed how its search for a chief executive officer is going.

“I think there’s still some different feelings amongst the commission on the different candidates,” Burden said. “We all feel like we have some good candidates, but which ones of those are good candidates maybe is still a little disagreed upon.”

Burden added, “That’s why we’re going through the process to find the best of the good candidates.”

Commissioner April Griffith said there is a range of skills among the candidates and Turner agreed. Finding a CEO is supposed to be a difficult process, Turner said.

“It’s not going terrible or anything like that, but it’s difficult,” Burden said.

“If it’s easy, you can bet you’re picking the wrong one,” Turner said.

Reed said there are “a lot of factors” to consider and Burden said each commissioner values different qualities in the candidates. The commission then agreed to hold a final interview with the remaining candidates in the near future. The date of that meeting has not been announced.

The commission’s next regular meeting is scheduled for 6 p.m. Monday, March 15, at The Aud.

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