Farias’ Power Grab Foiled by Hospital Board
By: Miguel Munoz, Copyright 2015, Eagle Pass Business Journal, Inc.
The Maverick County Hospital District Board of Directors foiled Board member Juan Manuel Farias’ bid to have himself appointed the “automatic” Chairman after the resignation of former Board Chairman Joaquin L. Rodriguez on May 26, 2015, at their regular meeting held on Tuesday, June 30, 2015, at the District’s conference room located at 3406 Bob Rogers Drive in Eagle Pass, Texas.
Board Vice-Chairman Farias called Agenda Item No. 6-A asking for “discussion with possible action to accept the resignation of Chairman Joaquin Rodriguez.” Board member Dr. Ronald Hixson motioned to accept the resignation of Rodriguez and Board Secretary/Treasurer Humberto Duran seconded the motion with the motion passing with three votes in favor and one abstention.
Board Vice-Chairman Farias called Agenda Item No. 6-B to order including “discussion with possible action on automatic appointment of Vice-Chairman to Chairman.” Instead of allowing the Board to make a motion and a second before going into discussion, Farias quickly turned the floor over to the Hospital District’s legal counsel, Celeste Lira of Brin & Brin of San Antonio, Texas, stating “Celeste, you have some information.”
Legal Counsel Lira proceeded to tell the Board that they had previously been provided a copy of documents by Chief Executive Officer Terri Patlan-Contreras regarding the District’s state statute and Bylaws. Lira advised the Board that “Clearly, when the President steps down or tenders their resignation, in the absence of that Chairperson then the Vice-Chair shall perform the duties of the Chairman and in doing so has all the powers of the Chairman. So, for example, you (Farias) are conducting today’s meeting because as Vice-Chair it is automatic that you move into the position of Chairperson to conduct these meetings in the absence of one and would now accepted the resignation of Chairman, former Chairman Rodriguez so now it makes sense that you are in that spot.”
Board member Ricardo E. Calderon raised his objection and disagreement with legal counsel Lira’s opinion. Calderon noted that the state statute which created the Maverick County Hospital District, Chapter 1072 of the Texas Health Code, calls for five Board members with the officers being President, Secretary, and Treasurer. Calderon stated that the state statute does not provide for the position of Vice-President or Vice-Chairman. Calderon noted that the District’s Bylaws which were amended in February 2012 while Farias was Chairman created the position of Vice-Chairman, which is inconsistent with the state statue creating the District because it does not establish a Vice-President or Vice-Chairman position. Calderon added that the very first section of the Bylaws states that the District shall be governed “in accordance with the law establishing the Maverick County Hospital District and governing the Hospital District.” Calderon stated that the Bylaws are incorrect to have added a Vice-Chairman position and inconsistent with the state law which created the District, and the District is governed by the state statue which only provides for a President, Secretary, and Treasurer. Calderon noted that if the Board followed the Bylaws regarding the Vice-Chairman position they would be violating the state law.
Legal Counsel Lira stated that she had spoken by telephone with the Secretary of State’s Office when she noticed that in congruency and had researched the legislative history of the state law creating the Hospital District and was told by the Secretary of State’s representative that where the Bylaws expand on the state statute then they are not inconsistent. Calderon asked Legal Counsel Lira if she had received anything in writing or an email from the Secretary of State confirming the advice she claims she was given by the Secretary of State. Legal Counsel Lira stated that she did not get anything in writing because she had only spoken verbally by telephone to the Secretary of State’s representative. Calderon noted that the District then did not have anything in writing to guide them.
Calderon raised Section 5.3 of the Bylaws which expressly provides a mechanism for the Board to fill a vacancy of an Officer position of the Board: “a vacancy of an Officer position shall be filled by a qualified appointment for the unexpired term by a majority vote of the Directors/Trustees.” Calderon pointed out that Section 5.3 clearly provides how the Board should fill former Chairman Rodriguez’s position-by a majority vote of the Directors, not “automatically” as recommended by legal counsel LIra. Calderon noted that legal counsel Lira had incorrectly cited Section 5.5 of the Bylaws which describes the duties of the Vice-Chairperson for her legal opinion that the Vice-Chairman “automatically” becomes the Chairman contrary to Section 5.3 which is directly on point.
Calderon argued that since the state statute does not provide for an officer position of Vice-President or Vice-Chairman like in the Bylaws, that the position of Vice-Chairman in the Bylaws is illegal and violates the state law. Thus, Calderon went on to argue that Board member Farias’ appointment to the position of Vice-Chairman is illegal and violates state law and cannot be used for his “automatic” ascension into the Chairman or President position in violation of both the state statue and Section 5.5 of the Bylaws.
Calderon pointed out that he had emailed Farias on a timely basis to place the election of a Board President but Farias had not taken his request and decided to place the agenda item as incorrectly placed as “discussion with possible action on ‘automatic’ appointment of Vice-Chairman to Chairman.”
Farias claimed that he did not receive Calderon’s email because he had emailed it to his home in Eagle Pass and that he was out of town in Austin, Texas. Calderon then raised the question if Farias was living in Austin, Texas rather than Eagle Pass, which Farias became visibly upset and denied.
Calderon noted that Board member Farias had appeared on a local-access cable television station on Thursday, June 25, 2015, stating that the Hospital District attorney had advised him that under the Bylaws and Robert’s Rules of Order the Vice-Chairman automatically becomes the Chairman and that he could even hold two positions if the Board approved it. Calderon raised the point that all legal business of the Hospital District must be discussed before the Board in a public meeting and not on a public television show prior to the Board even discussing it. Farias appeared on the television show with CEO Terri Patlan-Contreras and another Hospital District Department Head, Kathy Vidal. Calderon raised the point that Farias had made the same legal arguments on the June 25th public television show as legal counsel Lira was now making at the District’s Board meeting on June 30th. Legal counsel Lira stated that she had not spoken to Farias until Friday, June 26th.
Calderon stated that he simply wanted the Hospital District Board to comply with and follow state law and procedures and for the Board not to make decisions prior to the Board’s meeting in public.
Board Secretary and Treasurer Humberto Duran got up and told Farias that he had to leave at 2 P.M. because he had to return to work and Farias requested him to stay for another five minutes so that the Board could vote on the agenda item.
Farias asked the Board what were the wishes of the Board regarding Agenda Item No. 6-B and Board Secretary and Treasurer Duran motioned that in light of the inconsistencies between the state statute and Bylaws that before the Board takes any action that they seek a written Texas Attorney General Opinion regarding the state statute and Bylaws and Farias stepped down from the Chair to second Duran’s motion and Duran stepped-in as the new Chair of the meeting and called it for a vote with the motion approved on a split 3 to 1 vote with Duran, Farias, and Hixson in favor and Calderon opposing. The Hospital District’s Bylaw Section 5.3 expressly provides the legal procedure in filling a vacancy of an Officer which only requires a majority vote of the Board, not an “automatic” ascension from Vice-Chairman to Chairman as suggested by Farias and legal counsel Lira.
Board Secretary and Treasurer Duran stated that he wanted the Attorney General Opinion to advise the Board whether to follow the state statute creating the District and/or its Bylaws. Following the vote, Duran left and withdrew from the meeting.
The Hospital District Board foiled Board member Farias’ power grab from “automatically” moving up from Vice-Chairman to the Chairman position pending the Attorney General’s Opinion.
