Dahl Memorial Clinic committee reviews bylaws ahead of separation from municipal code

The Dahl Memorial Clinic bylaw review committee met Feb. 25 in the Assembly Chambers in Skagway and reviewed a line-by-line draft of updated bylaws that the committee says are meant to take effect after the clinic is removed from municipal code and becomes Dahl Memorial Clinic, Inc.

The changes the committee discussed would remove references to the clinic from the municipal code and treat the EA and Jenny Rasmussen building as the municipality-owned facility; they add provisions for the clinic’s separate nonprofit bank account, specify budgeting and audit responsibilities for municipal and corporate funds, and align the bylaws with the clinic’s co-applicant agreement and HRSA requirements.

The committee’s review centered on governance changes that the executive director said are needed now that the clinic maintains its own bank account and will operate outside the municipality’s personnel and fiscal provisions. Director Wahl said the edits fall into three categories: clarifying operations language; preparing the bylaws for a future ordinance that removes the clinic from municipal code; and adding budget rules for the clinic’s separate account. “We did receive a note from HRSA today saying our grant is secure,” Director Wahl told the committee; she said the clinic expects a partial notice of continuance and an anticipated notice of award around May 1.

Key governance changes discussed include: establishing Dahl Memorial Clinic, Inc. as a public nonprofit (subject to change if revenue sources shift); replacing municipal-code references to the clinic with references only to the municipally owned facility (the EA and Jenny Rasmussen Community Health Center); and explicitly matching language between the bylaws and the co-applicant agreement where HRSA requires identical text.

On board structure, the draft sets board size at a minimum of nine and a maximum of 25 members. The draft reserves one seat for a representative of the Skagway Traditional Council (if an interested member exists) and one seat to represent seasonal workforce residents. Terms are set at three years and are to be staggered; the committee discussed a process for adjusting term schedules at adoption so seats do not all expire at once. The draft also adds a sabbatical option: a board member may request an approved sabbatical of up to 90 consecutive days in a calendar year, exempting that period from attendance requirements without extending the member’s term.

Financial and audit provisions were a substantial focus. The bylaws separate municipal funds from corporate (nonprofit) funds. The finance committee will prepare (a) the municipal budget recommendation for the assembly’s consideration (to meet the borough’s September 30 deadline) and (b) the corporate budget recommendation for the board by the September board meeting. The draft requires annual audits and annual reports for both municipal and corporate funds; Director Wahl noted the clinic’s corporate bank account currently holds a small balance (about $4,000) and that an annual audit of corporate accounts will be required even while some municipal financial oversight continues for an interim period.

Committee and quorum rules were clarified. The draft creates standing committees (executive, finance, planning and quality assurance) and allows non-board members to serve on committees as advisors; except for the QI committee (which HRSA requires include one board member), the committee membership minimum language was adjusted so each committee generally has no fewer than four members with at least two board members. The bylaws keep a quorum definition of five members for board meetings; committee members discussed leaving that number in place for flexibility with small boards but noted quorum scales with board size (for example, with 20 members a majority would be required to act).

Policy change and public-notice language was added to reflect HRSA rules. Policies and procedures may be adopted, amended, or repealed by a majority vote but must be posted for public notice no less than 30 days prior to implementation; the draft allows immediate action without prior notice only when the board determines there is an emergency threat to health or safety, and such emergency actions must be posted afterward for 30 days. The committee discussed how and where to post notice and agreed to require posting in reasonable public places and on the clinic website.

Other items the committee reviewed included removal and resignation rules (removal currently requires a vote of the members present), clarification that Dahl Memorial Clinic, Inc. is a co-applicant with the Municipality of Skagway under the clinic’s HRSA H80 grant and section 330 program language, and dissolution language that says the health center program at the EA and Jenny Rasmussen building would revert to the Municipality of Skagway while other corporate assets would be handled by the board at the time of dissolution.

The committee appointed leadership by consensus: Bob Diedrich will serve as committee chair (no objection) and Will Lockett volunteered to serve as acting secretary with Director Wahl assisting on document preparation. The group scheduled a followup meeting in early March to continue reviewing edits and adjourned the meeting by motion from Lisa Mandeville.

The committee’s edits will be carried forward to conform the bylaws with the co-applicant agreement and the expected ordinance that removes the clinic from municipal code. The committee repeatedly emphasized that several items—particularly those tied to HRSA compliance (notice, QI obligations, and committee inclusion)—must remain in the bylaws to preserve grant eligibility and reporting compliance.

Looking ahead, Director Wahl told the committee the clinic should receive a partial notice of continuance and an anticipated notice of award around May 1; the committee agreed to continue line-by-line review and return with amended language at the next meeting for finalization before municipal ordinance readings.