The Jefferson County Health Department Board of Trustees has updated its bylaws, but board member Suzy Davis was not happy with all the changes, particularly one that specified how a trustee could be removed from the board.
Dennis Diehl, the board’s chairman, said there are no plans to remove any current board member, adding that the section in the old bylaws about removing a board member was vague and needed updating.
“It says you could do it, but it didn’t say how or why,” he said.
Board attorney Christi Coleman said the change would provide Davis and other trustees with more protection from being removed from the board.
“The current version of the bylaws does contemplate removal, but it does not provide any type of protection for the member who is possibly going to be removed, so I wanted to make sure that that would be a fair process for the member that was in question,” Coleman said.
According to the changes approved Jan. 28, a board member who fails to adhere to his or her responsibilities may be censured by a majority vote of the board, and after the censure if the board member continues to ignore his or her duties, he or she would be subject to removal by a majority vote. The vote to remove the board member could only be taken after a meeting is held to present the board member with the allegations supporting removal. If a board member is removed, the Jefferson County Executive – currently Dennis Gannon – would appoint a replacement to fill in until the next municipal election.
“How convenient. When you don’t like a board member, just remove them,” Davis said. “This is not OK.”
Davis voted against changes to Section 1 of the bylaws, which covers information about the Health Department Board of Trustees and its terms and duties; meeting attendance rules; board committees and more. It also included the new details about removing a board member.
Some of the other changes to the bylaws included making titles gender neutral and adding a section that guards against harassment, discrimination and retaliation.
Before the trustees amended the bylaws, Davis said she wanted to wait to vote on the amendments until she had a copy of the proposed changes in front of her.
Coleman said all board members received the paperwork with the proposed changes in November, adding that the board even tabled a vote in December to give board members more time to review them. Board member Tim Pigg held up a printed copy showing he had received the paperwork.
Davis said voting on the changes on Jan. 28 would not be “fair” to her since she didn’t have her copy.
“What we are going to be voting on wasn’t given to us with this agenda,” she said. “You expected us to go back to November and look for something that was brought up back then.”
Diehl said the board discussed the proposed changes to the bylaws “in detail” during a closed meeting in November. In addition, the agenda for the Jan. 28 meeting listed a vote on the bylaws.
Diehl said the changes to the bylaws had been in the works since summer 2019, when he and board member Amber Henry started reviewing them. He said the updates were delayed, though, because of the pandemic and a change in attorneys.
In September, the Wegmann Law Firm, which is based in Hillsboro, resigned as the Health Department’s attorney, after representing it since 1984.
The Board of Trustees then hired the Sandberg Phoenix law firm, which is based in St. Louis and has offices in Missouri and Illinois, with attorney Christi Coleman of Imperial to serve as the agency’s main counsel.
Roll call votes were taken on each of five sections of the bylaws that were changed, as well as on a new section that was added.
Davis also was the only board member who voted against changes to Section 2 of the bylaws, which is titled meeting of the board of trustees and describes how the board operates.
During a phone interview, Davis said she did not have the bylaws in front of her and could not explain why she voted no on Section 2.
Diehl said sections 2, 3, 4 and 6 had minor changes. Section 5, which is a new section, is titled prohibition against harassment, discrimination, and retaliation and applies to Health Department board members, employees and community. The section calls for the board to select a compliance officer who will receive complaints, oversee investigations and ensure investigations are conducted by an impartial investigator.
The five-member board approved sections 3 through 6 by unanimous votes.
A copy of the board’s bylaws may be viewed at jeffcohealth.org.