WV Supreme Court: Fairmont hospital can appoint board members - WTRF 7 News Sports Weather - Wheeling Steubenville

WV Supreme Court: Fairmont hospital can appoint board members

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Photo courtesy of the West Virginia Supreme Court Photo courtesy of the West Virginia Supreme Court

Fairmont General Hospital, not the city or the council, has the authority to appoint its board members, West Virginia Supreme Court justices recently affirmed.

The per curiam opinion was filed June 5 in the case of Fairmont General Hospital v. City of Fairmont and Fairmont City Council.

The city owned Fairmont General from 1938-1985 and during that time, the city charter held the hospital's board would have 11 members appointed by the council and two of them would be council members.

In 1985, Fairmont General became a nonprofit corporation, filing its own articles of incorporation and bylaws, which held board members would be appointed by the council.

This practice of the council appointing board members and two members being council members went on for 25 years, the opinion states.

However, in 2010, Fairmont General amended its bylaws so its board could appoint other members, even though the amendment was inconsistent with the articles of incorporation.

The next year, Fairmont General appointed two people to its board and the council appointed two people to sit on the board, basing its decision on the city charter.

Fairmont General refused the council's appointees and sought declaratory judgment and an injunction.

The city and council alleged the hospital's decision to appoint new members and refuse the council's appointees violated the articles of incorporation and state laws, court documents state.

Fairmont General amended its articles of incorporation while the lawsuit was pending, the opinion notes, but the city and council wanted the court to find the amended articles void.

The Marion County Circuit Court judge ruled the city and council did not have standing to challenge Fairmont General's actions and that the city charter did not apply because the hospital is no longer city-owned.

Justices ruled the city and the council do not have standing to challenge Fairmont General Hospital and cannot base such a challenge on the city charter since the hospital is no longer municipally governed.

"Putting aside the fact that FGH is not ‘owned by a local government,' as everyone in this case concedes, there is not one word in the statute mandating — or even suggesting — that municipal officials should sit on a nonprofit hospital's board of directors as ‘members of the community,'" the opinion states.

"We reject the underlying assumption, which is not supported by any evidence in the record, that non-council appointees to the hospital's board are likely to run amok and abandon an institution that has existed for 75 years," the opinion additionally stated.

Spilman Thomas & Battle attorney Michael S. Garrison, who represented Fairmont General, said he was pleased the hospital could operate outside of city government.

"This is a significant win for FGH and it adds to Spilman's solid history of helping clients eliminate impediments to their success," he said in a released statement.