A QUESTION OF CONFLICT

COEUR d'ALENE — Declarations of conflict of interest likely will arise more often at future Kootenai Hospital District board meetings.

Cindy Clark, a Post Falls resident who was elected to the board in May, is a nurse in Spokane Valley at MultiCare Valley Hospital, a competitor of Kootenai Health's.

Clark meets the only two legal requirements for the board: She's a Kootenai County resident and qualified elector in Idaho.

However, Clark and Kootenai Health officials both said there will be agenda items she'll have to recuse herself from because she works for MultiCare.

"Possible conflicts of interest for board members are not new," Clark wrote in an email response to questions from The Press. "There is a process in place to handle this. In the first board meeting there was a conflict of interest, and it was handled."

Clark and Liz Godbehere, a former nurse at Kootenai Health, were elected out of six candidates to the nine-person board in May's nonpartisan election. The two nurses campaigned together.

Clark said she ran because she believes having the perspective of doctors and nurses and knowledge of day-to-day patient care on the board is important.

"They bring a different focus," she wrote. "Across the country there is a limited number of nurses on boards and it is past time when this should be a reality."

Clark said she didn't single out Kootenai.

"It just happens to be that this is where I live," she said.

Clark said she disclosed her employer during her campaign when residents asked and when she spoke to groups, but not on campaign materials.

"There were never any materials with MultiCare's name on it or provided by MultiCare because there was no involvement from MultiCare in this election," she said. "They had no prior knowledge of me running, nor have I discussed my election results with my employer."

Kim Anderson, Kootenai Health spokeswoman, said the board was charged with managing assets and health care so Kootenai Health can continue to be community-owned and independent. Kootenai employs more than 3,500 and has doubled in size since 2011.

Clark's chosen workplace can create a delicate situation on the Kootenai board, she said.

"It does add a level of complexity to the board in that each individual agenda item must be evaluated for potential conflict of interest," she said.

However, the board's fiduciary duty to act in the best interest of the district won't change regardless of who is in the seat, Anderson said.

"The Kootenai Health board has always aspired to the highest fiduciary and ethical standards," Anderson said. "Like most boards, it works to follow not only the letter of the law but also to avoid any appearance of impropriety."

Pediatrician Terence Neff, chairman of the board, said the board will continue to follow its bylaws and state statutes.

"This situation has resulted in unique challenges for the board," he said. "When confidential topics are to be discussed in executive session, we will review each board member’s potential conflict. If a conflict is identified, we will ask that board member to recuse himself or herself from that discussion.

"Cindy will be treated like any other board member in this regard. Her employment at MultiCare does cause her to have more potential conflicts of interest than other board members."

Anderson said board members are required to list conflicts of interest. Kootenai adheres to the Idaho Ethics in Government Act and has an internal conflict of interest policy that can require board members to be recused from certain matters.

"This requires a case-by-case analysis of agenda topics, but could include items such as program development," she said. "The full board comes to a decision on whether a topic might present a conflict of interest for a specific member."

Clark said she would recuse herself from any decision related to MultiCare.

When asked if Clark's situation will hurt her ability to be insured since all board members who owe a fiduciary duty to the board must carry officers' insurance, Anderson said that hasn't been evaluated by Kootenai's risk management carrier.

"It will be disclosed during our periodic risk-profile discussions," she said.

Clark said she doesn't know whether her situation will hurt her ability to be insured.

Clark said her parents and her husband have been patients at Kootenai. She said the medical community in the Inland Northwest is relatively small with only a few hospital choices. She says there can be a clear divide between her board responsibilities and her employment with a competitor.

"The board for MultiCare is clear on the West Coast," she said. "The management at the hospital where I work was never notified of my intention to run nor have I discussed this with anyone in management. I have no access to that level of decision-making at MultiCare."

Clark said she has no immediate plans to propose changes at Kootenai.

"I've been to two board meetings in a six-year term," she said. "I'm still in the process of learning."

MultiCare is unionized. As a district hospital, Kootenai Health is a political subdivision in Idaho and exempt from unionization under the National Labor Relations Act.

Clark said she's a union delegate, which means employees come to her when they have employment ideas to take to union leaders.

Clark said it's not her job to propose that Kootenai Health be unionized.

"Should that happen, I would have no problem recusing myself," she said. "The union knows I am on the Kootenai Health board. They also know they will not be privy to any information I learn. As a member of a union, it is not my responsibility to force my opinion on anyone."

Rep. Paul Amador, R-Coeur d'Alene, said he wasn't aware of similar situations that have surfaced, sparking discussion for legislative changes for candidate qualifications.

He said there has been talk about restricting school employees from serving on school boards and state employees can't serve in the Legislature, but not related to employees of competitors serving on community boards.

"There may be some difficulty to craft a statute that defines a competitor and that level of detail of who can and can't run, but I recognize the potential if someone has ulterior motives," he said, speaking in a general sense and not specifically to Clark's situation. "How do you define a competitor in statute? It's much cleaner if someone serving can't be an employee."

Toni Lawson, vice president of governmental relations for the nonprofit Idaho Hospital Association that represents community hospitals, said she hasn't heard of other situations involving employees of competitors on boards.

She said a trend of candidates with broader political agendas running for local boards has some observers such as herself taking notice.

"I don't know if there's anything ripe to change laws, but it's something we'll monitor closely," she said. "If there's a disagreement on whether a board member should recuse themselves, that becomes contentious. It will be interesting to see if everyone can work together given that unique component (at Kootenai)."

Lawson agrees that it may be difficult to define a competitor in a statute involving candidate qualifications, but added that the Attorney General's Office is working to improve conflict of interest statutes.

One seat on the district board expires in 2020 and three more in 2021. That means Clark, Godbehere and those elected the next two years will have a board quorum.