Health center claims rogue board
‘Disgruntled’ workers allegedly took over Charter Oak Health
A takeover of the board of Charter Oak Health Center by several employees threatens the health care of vulnerable Connecticut residents, according to claims by the former board president and a lawsuit against its current board.
Adrian Wood, who left as president in November 2023 after serving on the board for 10 years, is suing three current board members. Other plaintiffs include Charter Oak Health Center Inc. and four other ousted board members: Joel Cruz, Martin John, Eileen Alvarado and Leslie Arroyo.
They are suing three other board members: Veronica Barcelona, Claudius Mcnish and Lolita Young. Barcelona is listed as chairperson of the board on the Charter Oak’s website. Mcnish and Young are listed as board members.
Attempts to reach the defendants in the lawsuit were unsuccessful. The suit was filed in Superior Court in Hartford.
According to the lawsuit, former board members claim they were sent letters saying they had served beyond their terms, their email accounts were shut down and they were locked out of the building.
“There’s been a coup, the disgruntled employees have taken over the institution, period,” said Robert Simpson, an attorney with Shook, Hardy and Bacon of Hartford, who is representing Charter Oak.
“The lawsuit is trying to restore law and order,” he said. “The board, the duly constituted and legal board was thrown out as a practical matter. And the only way to bring about law and order is to have the courts address this issue to reinstate the board members that were improperly thrown out.”
Simpson said the staff members took over the board, which violates corporate governance.
“You have employees of an organization who report to the president, the CEO, and the president/ CEO then reports to the board,” he said. “This is corporate law 101. Under no circumstances should employees of an organization overthrow the board. That’s outrageous, ridiculous, absurd.”
Charter Oak is a federally qualified health center, which receives federal funds and offers medical care to underserved populations regardless of ability to pay.
Wood said the plaintiffs are suing to preserve the reputation of Charter Oak among the patients it serves.
“One of my major concerns is what this means for the quality of health care that we provide for a very vulnerable population, and to see all this kind of turmoil and all these things that are happening as a result of actions of certain people, we call into question what kind of impact that will have on people that are oftentimes very uncomfortable going to receive medical attention,” Wood said.
The suit’s complaint cites a “rogue faction of senior staff and Board members” that allegedly both unlawfully terminated the interim CEO, a former CEO who was serving as a consultant and others and which “then attempted to install an illegally appointed Interim CEO and Chairperson of the Board.”
Woodsaidanotherkeyissueisthat the new board’s action “begins to set a precedent around what employees can do when they get dissatisfied.”
“There’s never been a case whereby employees get to have any voice in regards to making decisions about board access,” he said. “Employees can be unhappy with the board members. That’s their right. They don’t get to interfere with board activities. “They don’t get to call board members and have conversations with board members.”
According to the suit’s claims, “this rogue faction of senior staff has restricted the duly elected Board members’ access to Charter Oak facilities, business records, financial transactions and information systems, such as email accounts and information technology systems, rendering it essentially impossible for the proper oversight of Charter Oak by its duly elected and appointed Board.”
It states that among its services, Charter Oak provides “medical, dental, and behavioral and crisis intervention services to persons experiencing homelessness in Hartford” through its Health Care for the Homeless Program.
“Sadly, these unlawful actions by rogue senior staff places this program and the myriad of others like it administered by Charter Oak at imminent and potentially irreversible risk of harm,” the lawsuit states.
According to the lawsuit, as of Nov. 20, 2023, the board was composed of Wood as chairman, Cruz as vice chairman, Alvarado as secretary, John as treasurer, and members Arroyo, Barcelona, Mcnish, Young and Joy-lynn Hardy, who had recently joined the board.
Nichelle Mullins stepped down as CEO on Sept. 26, 2023, but continued as a consultant in order to complete ongoing projects. Dr. Thomas Maynor II was hired as interim CEO, beginning Oct. 11.
During a Nov. 15 board meeting, Rick Markello, then interim CFO and now interim CEO, allegedly “repeatedly expressed that, in his view, some Board members were beyond the term limits set forth in the Charter Oak Bylaws and could not serve as Board members,” according to the suit.
Then, on Nov. 21, Kimberly Evans, general counsel, vice president and chief of compliance and legal affairs, allegedly “(began) to essentially fire the Charter Oak Board,” emailing members with letters saying they had exceeded their term limits, the suit states.
Maynor had previously expressed concerns about certain job performances, according to the complaint.
Evans called Hardy and asked her to participate in “a shadow Board meeting” to elect a new CEO, the lawsuit states. Hardy refused and let the “duly elected” board members know, who then offered Maynor a permanent position and suspended Markello, Evans and Timothy Powers, vice president of corporate compliance, the suit states.
The board also removed board members’ term limits from Charter Oak’s bylaws, it states.
“The board recognized the issue with respect to term limits,” Simpson said. “The board over the course of the years have identified, there have been additional board members and board members have come and gone. … This is a vital organization to the city of Hartford. It serves a well needed, underserved population. You can’t just turn over the reins of the board to anyone. So identifying board members who have the time, have the commitment is not necessarily an easy process.”
He said the same people who raised the issue of term limits “are the same individuals whose jobs are threatened. Now, is that a coincidence that they’re raising the issue of board and term limits now? Or is it because they recognize that their employment within the organization is in jeopardy? Respectfully, I would say it’s the latter.”
On Nov. 22, Markello sent an email to all staff about “organizational changes” and stating that the board consisted of Barcelona, Young, Mcnish and Hardy, with new board members to be added, the suit says.
The lawsuit also states the plaintiffs are not aware whether Charter Oak has a treasurer and expresses their concern about Markello’s decisions. The complaint also calls into question whether negotiations to buy the building next door at 15 Grand St. will be endangered.
“The deal is close to being finalized … subject to some final negotiations on key business terms,” the suit states. “The person most knowledgeable about this project and who had been working on this project for over a year was Nichelle Mullins, whose consulting contract was terminated by the rogue Board members. Without the right leadership in place this important transaction may be in jeopardy or at a minimum delayed even longer that it already has.”
Simpson said Mullins was not paid for at least part of her work as a contractor.
It also states that Charter Oak is awaiting a decision from the state Department of Social Services regarding its request for a Medicaid rate increase.
“Once Charter Oak receives a response, it may need to proceed with an appeal,” the suit states.
“Regardless, this project is of paramount importance as the reimbursement rates Charter Oak receives have a direct impact on the service and staffing levels at Charter Oak,” it states. “Charter Oak must have the appropriate and timely board and executive leadership ready and working on this project at all times.”
The complaint also states that a payment to Mullins to be deposited into her retirement account allegedly was canceled by Markello and the “rogue members of the board.” “This action has exposed Charter Oak to potential liability,” it states. The suit asks that Wood, Cruz, Alvarado, John and Arroyo be declared duly elected members of the board and that all actions taken by the defendants since Nov. 15, 2023, be declared unlawful, void or beyond their legal power.
It also asks that the plaintiffs receive an accounting of Charter Oak’s finances, that their correspondence, access to buildings and information systems be restored.
“It’s not about me just ever being back on the board,” Wood said. “Because even if I walk away from this situation, I still have the same position in that board governance is not something that employees are allowed to do. Now if I get back on the board or I continue to serve as a board member, that position still isn’t going to change.”