At Wednesday’s Broward Health Board Meeting (May 27/2015), it was announced that corporate counsel Sam Goren, named partner of the highly respected governmental law firm of Goren, Cherof, Doody & Ezrol, P.A., , had given notice that he would resign as Broward Health’s corporate counsel. No reason was given for this sudden resignation but it appeared to have been seemingly orchestrated by CEO Dr. El Sanadi and Board chairperson David DiPietro.
Following the ouster of Sam Goren,, a non-agenda item to replace the corporate counsel was walked on to the end of the Board of Commissioners formal meeting yesterday by Dr. El Sanadi.
The non-agenda item was not noticed to the public, and it is unknown to what extent Dr. El Sanadi briefed individual commissioners of his plan to bring the General Counsel’s position inside (as opposed to an independent outside counsel) and to advertise, interview and hire Mr. Goren’s replacement within 30 days. Some, but not all of the board members were apparently caught unawares of El Sanadi’s plan reminiscent of the putative sham “process” that was used to make him CEO (see post: Innovative CEO NASK Forced Out, Politics Wins – We Loose!).
Sam Goren and his firm are a class act. I know. When I was chair of Broward County’s Management and Efficiency Study committee and later, the chair of Broward County Charter Review Commission, Sam worked as our independent counsel. In four years, a collaborative effort with Sam’s learned guidance resulted in a completely re-written Broward county charter which now stands as a national model for county government. Some of Sam’s innovations were the public’s bill of rights, and the mandated ethics code for all elected officials. Sam would not and will not ever admit that he was forced to resign as corporate counsel, even when true, but he could not stay when his advice is neither solicited nor taken by a client. His sincere request would be to “let it go”. So I will respect his request with respect to his and his firm’s service.
However, the circumstances surrounding Sam Goren’s reputed ouster and the resulting actions of the Board and Dr. El Sanadi is another matter entirely. First the non-advertised, non-noticed walk on agenda item by Dr. El Sanadi absent a declaration of an emergency is indicative of the ostensible nonchalance disrespect El Sanadi holds the formality of the public meeting process and the public in general, let alone the Board Members themselves. The agenda walk on item resulted in 4 actions by the Board seemingly carefully orchestrated by El Sanadi and DiPietro, each of which is an important public policy consideration that appeared to be considered in less than an offhand manner by the rest of the Board.
The First action was to revert back to the pre-outside corporate counsel model and move the corporate counsel’s position inside Broward Health. As most past Board Members would remind the current board, having the corporate counsel inside Broward Health as opposed to being outside and free of undue administrative influence inherent with inside counsel was not only problematic but reputedly was one of the root causes of Broward Health’s current difficulties with the Justice Department. Previous to the service of Sam Goren and his firm, the previous inside counsel was purportedly removed under a very dark cloud. This should have been an important policy conversation for the Board, but as it was – not more than a few brief minutes was spent on it.
What should have occurred was a more thorough discussion and an agreement to advertise for proposals for both inside and outside Corporate Counsel for Broward Health. Outside counsel proposals could identify firm resources and prices that could serve Broward Health. Inside counsel proposals could identify the costs of establishing an internal Corporate Legal Counsel department. The Board, armed with these proposals, could then evaluate the submittals and make a much more informed decision for the system.
Instead, no choices and no options were presented. That’s what happens when there is little preparation or notice of an agenda item.
The second action was a determination of what the minimum qualifications for an inside corporate counsel should have. Remarkably, even though Dr. El Sanadi has no experience hiring a corporate counsel for a large hospital system – he offered basic qualifications, which were not surprisingly quickly supported by DiPietro. Together, El Sanadi and DiPietro Ying and Yanged the minimum qualifications on behalf of the Board – presumably matching a pre-determined but as yet unknown friend of theirs. The name I keep hearing is attorney Myla Ruth Reizen from Miami.
The third action was to establish a less than 30 day time period and process for the board to make this critical selection for the District beginning with advertising for the position today (Thursday, May 28th).
The fourth action was to establish a pre-selection process to determine who would be interviewed by the Board. DiPietro offered to sacrifice himself for the greater good of the Board and agreed to select 5 semi-finalists apparently completely based only on his personal discretion. Of course, it was conveyed that if any board member wanted to add a name to his 5 choices they could, but that would enlarge the scheduled interview time allotted past 7:00 pm on June 15th. Wow!!
Its yet another ostensible sham “process” from DiPietro and ElSanadi that stinks of insider dealing taking us closer and closer to the bad ole’ days of Broward Health corruption. How little they must think of the public they were appointed to serve!