The Regional Medical Center Board of Trustees has voted to hold a special called meeting to look into complaints the board chairman failed to follow proper procedures.

Trustees voted 6-3 with one abstention to examine and discuss allegations that Chairman James Amaker improperly denied the entire hospital board an opportunity to meet representatives of Community Health Resources.

Amaker has since apologized to the board. The meeting with CHS representatives was held earlier this month.

The issue stems from intertwining issues of hospital management, an offer to purchase the hospital and RMC’s effort to borrow $22 million.

In 2003, CHS offered to lease the hospital at $7 million a year, plus $2 million in taxes a year and other considerations. That offer was never acted upon.

And then, in 2007, CHS purchased QHR, which manages the hospital under contract.

Now the hospital, which is owned by Orangeburg and Calhoun counties, wants to borrow $22 million. While Calhoun County Council has agreed, Orangeburg County Council has said it won’t allow the borrowing until CHS and QHR sign paperwork saying they won’t offer less than the appraised value, or what was offered in 2003, for the hospital.

CHS asked to meet with the full hospital board, but Amaker refused initially. Since then, some trustees and Orangeburg County Council members have expressed concerns Amaker acted inappropriately and contrary to board bylaws.

But Amaker has said his decision was based on the understanding CHS wanted to make an offer to sell or lease the hospital, which the hospital board has already said it opposes.

Other trustees and hospital attorney Bob Horger say proper board procedure is up for interpretation.

The date of the specially called meeting to discuss the chairman has yet to be scheduled.

Voting for the meeting were trustees Danny Covington, Horace James, Gladys Arends, Millie W. Brunson, Dr. Oscar P. Butler Jr. and Betty Henderson. Those opposed were Dr. Carl Carpenter, Dr. Rocco Cassone and Dr. John Hutto. Trustee Johnny Mallard Jr. abstained.

Covington, who has often expressed his concerns about board accountability, made the request for a meeting to address concerns about the chairman.

“You can’t have a chairman that is going to run this board unbeknownst to us. You can’t have people taking trips unbeknownst to the board,” Covington said. “These activities can’t keep going on. ... If you stand for that type of activity, we will have turmoil over and over again.”

“The buck has to fall on this board,” Covington said. “We need to correct this stuff, get a procedure, stay with the procedure and be out in the light. We can either run in the dark with one or two people running this board. You need to make up your mind if that is the way you want to run.”

In response, Amaker said his decision was based on the best information he had available at the time.

The issue is in relation to a letter sent by CHS Senior Vice President of Acquisitions and Development Kenneth D. Hawkins to County Council dated March 7. It states that when CHS requested a meeting, through hospital President Tom Dandridge, Amaker accepted a meeting with the hospital’s executive board but not the full board.

But Covington said calling a session of the executive committee was a “violation of the bylaws.”

According to hospital bylaws, the executive committee is empowered to transact all regular business of the medical center, “only as needed in an emergency situation and when it is impossible or impractical to obtain a quorum of the Board.”

Hawkins’ letter prompted an April 22 letter to Amaker from County Council.

In the letter, council expressed concerns about Amaker’s actions, saying a unilateral decision to deny a meeting of the entire board “would be a violation of the enabling ordinance which clearly places decision-making for the hospital in the hands of the Board.”

When Covington during Tuesday’s meeting reiterated his concerns about a violation, Amaker again apologized.

“If I did, I apologize to the board if I did something wrong by not allowing you to sit down with Mr. Hawkins,” Amaker said.

Prior to the vote, Covington expressed his desire to look into what he described as an “abuse of power.”

But trustee Brunson, who formerly held the position of hospital board chair, struck down wording as unfair until more information is gathered.

“I object to the language before we have the meeting,” she said, adding later, “It (chairman) is a very tough position to be in. It is very easy to make a mistake. I feel uncomfortable to call it an abuse of power.”

“I am willing for you to label it any way you like,” Covington said in response.

Cassone came to Amaker’s defense.

“I don’t think there was an abuse of power,” he said. “I think it is a difference of opinion on how things should be handled.”

In addressing Amaker, Cassone said, “I am not disappointed in you being in this position.”

Hutto echoed Cassone, noting he was “satisfied” with how Amaker handled the situation.

In related matters, following the meeting Dandridge said the hospital has received a letter from CHS and QHR related to the Assurance Letter Agreement sent by council.

Dandridge said the parties have not signed the agreement, stating their hesitancy to place an appraised value on the hospital and recommending a third party conduct the appraisal if desired.

The letter has been forwarded to council for the its review, Dandridge said.

In other matters, trustees unanimously voted to continue to engage financial consultant KaufmannHall to examine its options to address outstanding Series 1998 bonds.

In 1998, the hospital issued a $30 million variable rate demand bond through Ambac Assurance but, on Feb. 25, Fitch downgraded Ambac’s credit rating from AAA to AA, prompting bond purchasers to get cold feet.

The lower credit rating could increase the hospital’s interest rate on bonds unless it improves or the hospital finds another alternative.

At the board’s April board meeting, KaufmannHall representative Mark McIntire encouraged the board to seek a letter of credit to address its outstanding Series 1998 bonds, rather than paying the debt off with cash.

The letter of credit would serve as a “wrap” around the current bond, which would use a bank’s credit rating for better backing of the bond, providing credit enhancement.

But Covington, who has questioned McIntire’s analysis, on Tuesday added to the KaufmannHall motion that McIntire “not be allowed back into this board room.”

The motion was unanimously upheld to obtain a new representative.

Covington has consistently gone on record encouraging the board to further study the possibility of paying off the 1998 bond, providing financial figures that show paying off the bond would not be a detriment to the hospital.

In other business, it was announced that the hospital has hired Cheryl Mason to serve as the hospital’s chief financial officer. Mason was to arrive at the hospital at the end of August.

Mason, with 25 years of experience in the health care field, has most recently served as vice president of finance and chief financial officer of Salina Regional Health Center in Salina, Kansas.

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