Clinic leaders move forward on plan to spin Dahl Memorial Clinic into independent nonprofit

Lisa Mandeville, chair of the Dahl Memorial Clinic Planning Committee, said the committee is advancing work to separate the clinic from municipal code and create a standalone nonprofit and that legal, lease and insurance steps are needed before full independence.

Why it matters: Moving the clinic out of municipal code would change how the clinic budgets, hires and signs contracts. Committee members said the change is a prerequisite for bringing in outside consultants whose materials cannot be publicized while the clinic remains under municipal rules.

The committee recessed as the clinic planning committee and convened as the Dahl Memorial Clinic 501(c)(3) planning committee after a motion by Miss Lockett, seconded by Mandeville. The motion passed without objection. Miss Lockett made the motion: “We'd like to make a motion to recess as the clinic board planning committee and set as the Dahl Memorial Clinic 5 0 1 c 3 planning committee.”

Committee members discussed specific next steps: finalizing bylaws language that clarifies who can sign contracts and bank instruments, securing counsel to draft a memorandum of agreement and lease, and buying directors-and-officers insurance before the nonprofit becomes active. Lisa Mandeville said she will meet with the recommended law firm this week or next to resolve outstanding bylaw items and signature authority questions. The committee also approved forwarding an attorney engagement letter to the full board for approval.

Timing and staffing: Mandeville said she expects the first nonprofit employee to be hired after July 1, with the pharmacy launch and initial staff contracts prioritized through July. She noted some items may not be complete until the fall and that a realistic earliest timeline for full code change could be October. “My almost my entire focus right now is getting the pharmacy off the ground,” she said.

Funding and technical support: Committee members said municipal budget lines and pharmacy revenue will cover some startup costs. The committee also applied for a small community grant (about $4,999) to pay for a financial adviser; that application is pending and would be followed by a second request to cover financial-software implementation if the first grant is approved.

Legal and consulting partners: The committee approved forwarding an engagement letter for Smith & Malek (attorneys) to the board and discussed using Alaska Primary Care Association (APCA) for health-care–specific technical assistance and Foraker for nonprofit and governance consulting after the clinic is out of municipal code. Mandeville noted the recommended law firm already represents multiple Alaska community health centers.

Facilities and operations: Committee members confirmed a lease for a three‑bedroom house (Docksfield House) to provide provider housing and noted other operational tasks—insurance, MOA drafting, and lease finalization—are underway with the borough manager’s office.

Next steps: The committee asked legal counsel to review bylaws for precise authority (who can sign contracts, who controls bank accounts), to advise on appointing an executive director for the nonprofit in the minutes, and to prepare any edits needed before the full board votes on incorporation items.

Ending: The committee moved the attorney engagement, insurance quotes and incorporation materials on to the full board for consideration so staff and counsel can complete documents needed to withdraw clinic functions from the municipality.