The GVHC Board should consider the following: (1) Relaxing Board-Staff Contact; (2) Implementing a Robust Whistleblower Policy; and (3) Increasing Transparency.

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FIFTH LETTER TO THE BOARD OF DIRECTORS
OF GOLDEN VALLEY HEALTH CENTERS
December 23, 2014
SUBJECT: STAFF CONTACT; WHISTLEBLOWER; TRANPARENCY
Dear Board of Directors,
We write to the Golden Valley Health Centers (GVHC) Board of Directors to express our
concerns relating to the issues of Staff contact, whistleblowing and transparency (“Staff”
includes providers and all employees of GVHC). Given that the Board has not acknowledged or
responded to any of our letters, we are concerned that the Board does not value the concerns
and views of the Staff of GVHC. Rather than extending an olive branch, it appears that the
Board may be further insulating itself. To mend the schisms, we respectfully request the
Board to consider the following: (1) Relaxing Board-Staff Contact; (2) Implementing a Robust
Whistleblower Policy; and (3) Increasing Transparency.
Board-Staff Contact
We understand that the Board wants to respect the authority of the GVHC executive director–
Mr. Tony Weber, CEO of GVHC.1
We, however, request that the Board consider whether it is
more efficient and beneficial to meet separately with certain Staff on some matters, particularly
in view of the current situation. We strongly believe that the Board will benefit immensely
from independent viewpoints when not all information is filtered through the executive
director. Lastly, when Staff-Board contact is prohibited, the Board is often the last to know
about serious problems such as financial troubles, lawsuits, fraud, and reputational issues. Such
is the current situation.
An executive director (or even Board Chair) who has nothing to hide should not be anxious
about what Staff might say to Board members on their own. In fact, there is a presumption
that there are nefarious activities in the mist when the Staff is prohibited from interacting with
or addressing the Board. Restricting contact between the Board and Staff usually results in
suspicion on the part of the Board (that the executive is trying to keep information from the
Board) and resentment from the Staff, as is the case herein. Further, the Board may be found
to be in breach of its fiduciary duties and gross negligence for refusing to meet with Staff that
1
It is not unethical for Board members to have contact with the Staff. In fact, it may be a breach of fiduciary duty
if the Board is not in contact with the Staff when there are allegations of wrongdoings by the executive director.

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may have serious concerns, especially concerns relating to violations of state and federal laws
(by, for example, the executives).
In view of the above, we respectfully offer the Board the following guidelines to help clarify
Board-Staff contact:
 There are no restrictions on Board-Staff contact, but the executive director must be
informed about meetings.
 Board members can request information and reports. Additional and new reports and
tasks can be requested through the executive director, unless the executive director is
conflicted out.
 Personnel grievances must go through the channels specified in the personnel policies.
Board members should direct Staff complaints to those channels2
.
 The organization should have a whistleblower policy to protect Staff and to comply with
state and federal law (including IRS rules).
In addition, we highly recommend establishing a mechanism for Staff to raise serious
concerns about mismanagement or malfeasance at the executive level; in other words, to
give the Staff a legitimate channel other than writing to the State Attorney General or the
U.S. Department of Justice. Such complaints may relate to sexual harassment by the executive
director, improper use of organizational funds, fraud, violations of laws, or financial problems
being hidden from the Board. In the current case, in our Third Letter to the Board, we raised
concerns relating to insurance fraud and patient safety. Our first Open Letter, dated December
2, and Third Letter, dated December 11, to the Board are model examples of serious matters
that could NOT have been handled internally or through the standard personnel grievances
policies. We respectfully request the Board to consider the serious consequences of a blanket
prohibition on Board-Staff contact. Employees may have no other choice than to contact law
enforcement or government agencies, such as the California Department of Justice, California
Department of Labor, State Attorney General, the US Department of Justice, FBI and/or the IRS,
as the first contact (rather than allowing GVHC and the Board the opportunity to manage and
resolve matters internally).
It would be immensely helpful and further build confidence if the Board communicate to the
Staff that the Board is open to hearing complaints and concerns on serious matters. Such an
announcement will help in rebuilding trust and confidence in the Board. We are open to
directing concerns to a single Board member if appropriate. For example, a Board Director for
Ethics and Compliance and/or the Board Chair should be the first recipient for all concerns on
2
In the event of a conflict of interest by the executive team or the grievance involves one or more members of the
executive team, then the Staff may submit grievances to the Board Chair directly (or the Director of Ethics and
Compliance if such a position is established).

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serious matters. As representatives of the public, the Board needs to know if the Staff has
serious criticisms to raise. We understand that there should be a balance. Hence, it's only fair
to the executive director and to the Board Chair for serious concerns to be handled in a defined
way. For further discussions on Ethics and Compliance, see our Second Letter to the Board,
dated December 9, 2014.
If Board members - other than the Chair - receive a complaint, they must direct the Staff person
to the Board Chair (otherwise Staff might start lobbying sympathetic Board members, so we
understand the concern by the Board here). The Board Chair can choose to raise the concerns
to the executive director or to bring them to the Board for investigation. For example, if the
Board Chair hears a complaint about sexual harassment or nepotism, he or she can convene a
small investigatory group from the Board to interview Staff on a confidential basis. Through
these interviews the Board group (which can be an advisory group) may decide that the charges
were just or unjustified accusations of a disgruntled Staff member, or they may decide that
there is reason for a fuller, more formal investigation. Succinctly, Staff simply want a defined
mechanism to raise serious concerns to the Board.
Lastly, in view of the case law that we cited in our Fourth Letter to the Board (Term Limit and
Board Size), dated December 15, the Board should consider the legal question of whether a
strict prohibition on Board-Staff contact is a breach of fiduciary duty (e.g., duty to govern)3
.
In short, an important role of the Board is to hold the organization accountable to its
constituencies and the public. The Board can't do that without information that comes to them
directly without the mediating hand of the executive director. In addition, sometimes the
damage that's done by trying to prevent contact is more of a problem than what that contact
could spark, as clearly the case now where Staff are taking their serious concerns to the press,
social media and other government agencies and governing bodies. And finally, often Board-
Staff contact results in increased appreciation for the executive director and concurrently builds
trust in the executive director as well. Therefore, all stakeholders will benefit immensely from
regulated Board-Staff contact rather than a strict prohibition on Board-Staff contact. We
respectfully request the Board to consider this issue carefully and if appropriate, issue the
necessary board resolution or amend the GVHC Bylaws.
Whistleblower Policy
When Congress enacted the Sarbanes-Oxley Act, following the scandalous behavior of
corporate America, it included two provisions that also apply to nonprofits. Federal law
prohibits all corporations, including nonprofits, from retaliating against employees who
3
Legal obligations supersede ethical obligations.

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“blow the whistle” on their employer’s accounting practices. Additionally, over 45 different
states have enacted laws to protect whistleblowers from retaliation at the workplace, including
California. Consequently, having a good internal process for addressing complaints including a
whistleblower protection/anti-retaliation policy will help GVHC protect itself from the risk of
violating state and federal laws that afford protections to whistleblowers, and can help ensure
that if there is a problem it will be investigated and fixed quickly before more damage is done
to the organization.
As requested and recommended in our Second Letter to the Board, dated December 9, a
whistleblower protection policy should be immediately put in place to encourage people to
bring their concerns forward without fear of retaliation. Organizations that encourage
complaints by having an “open door” policy and have a standard of “no retaliation” for raising
concerns are considered more transparent. These organizations will be in a better position to
address all concerns, whether they are about fraudulent accounting practices, unsafe
conditions, or alleged discrimination.
In fact, the IRS views whistleblower policies as helpful because: “A whistleblower policy
encourages staff and volunteers to come forward with credible information on illegal practices
or violations of adopted policies of the organization, specifies that the organization will protect
the individual from retaliation, and identifies those staff or board members or outside parties
to whom such information can be reported.” Source: Instructions to the Form 990, page 20.
GVHC is a highly complex organization. The Board and the Leadership team simply do not have
enough eyes and ears to cover more than 30 sites with approximately 800 employees. Further,
in view of recent retaliation efforts against Dr. [Redacted] and others that rallied, a
whistleblower policy is needed more than ever (see enclosed grievances by Dr. [Redacted] and
others). That said, please find below a proposed resolution that we believe is absolutely
necessary during these turbulent times. The proposed resolution conforms to both state and
federal laws relating to whistle-blowing. We respectfully request the Board to carefully
consider the below whistleblower resolution, conveniently drafted for the Board for
consideration:
Whistleblower Resolution
Board Resolution: The Board of Directors approves the inclusion of the following statement in the Employee
Handbook, and directs the Chief Executive Officer to ensure that it is given to and acknowledged by all employees.
In addition, the Chief Executive Officer will ensure that whistleblower protection notification is posted in the
workplace(s) as required by state law.

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Policy: If any employee reasonably believes that some policy, practice, or activity of Golden Valley Health Centers
(GVHC) is in violation of law, a written complaint may be filed by that employee with the [Chief Compliance Officer
or Board Chair].
It is the intent of GVHC to adhere to all laws and regulations that apply to the organization, and the underlying
purpose of this Policy is to support the organization's goal of legal compliance. The support of all employees is
necessary to achieving compliance with various laws and regulations. An employee is protected from retaliation if
the employee brings the alleged unlawful activity, policy, or practice to the attention of [Chief Compliance Officer
or Board Chair] and provides [Chief Compliance Officer or Board Chair] with a reasonable opportunity to
investigate and correct the alleged unlawful activity. In addition to protections under various state and federal
laws, the protection described below is available to employees that comply with this requirement.
GVHC will not retaliate against an employee who, in good faith, has made a protest or raised a complaint (written
or oral) against some practice of GVHC, or of another individual or entity with whom GVHC had a business
relationship, on the basis of a reasonable belief that the practice is in violation of law or a clear mandate of public
policy.
GVHC will not retaliate against an employee who discloses or threatens to disclose to a supervisor or a public body
any activity, policy, or practice of GVHC that the employee reasonably believes is in violation of a law, or a rule, or
regulation mandated pursuant to law or is in violation of a clear mandate or public policy concerning health,
safety, welfare, protection of the environment, or patients.
My signature below indicates my receipt and understanding of this Policy. I also verify that I have been provided
with an opportunity to ask questions about the Policy.
_____________________________
Employee Signature and Date
------------------------------------------
Alternatively, attached is a Sample Whistleblower Protection Policy from the Council of
Nonprofits. We hope that the Board finds this sample document helpful.
Transparency
In the digital age, nonprofit donors and the public expect complete transparency, and
expectations increase each year. The expected level of nonprofit transparency is often higher
than the minimum required by state laws. Lack of transparency, failure to disclose information,
and other related topics are at the source of more complaints to the State Attorney General
than any other issue. People expect information, and if they don’t get it, they will complain. We
as the Staff of GVHC are no different.

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If the Board does not make good faith efforts to bridge the transparency divide between the
Board and the Staff, then Staff who complain to the State Attorney General Office will likely
leap to conclusion. For example, accusations of wrongdoing, theft, waste, and conspiracy thrive
in the absence of information. While hopefully these accusations will not apply to this Board,
such allegations are not what this Board would want a state regulator to read, nor does this
Board want those accusations on a Facebook, blog or Twitter feed.
In addition to non-Board-Staff contact, an information vacuum can create distrust. We
respectfully encourage the Board to govern GVHC with as much transparency as possible.
Transparency sheds light on GVHC’s practices, and enhances incentives for ethical, efficient,
and effective operations and facilitates oversight by the Staff, public and others. These are
worthy goals for GVHC as an organization, and we respectfully submit are in the best interest of
GVHC.
As an added benefit, an organization that tries to follow the best practices on transparency can
prevent government investigations. For example, if a complainant submits an explosive
complaint, a State AG can review preliminary information online and may decide not to initiate
an expansive, time-consuming, resource-draining, and embarrassing investigation. In other
words, GVHC is so transparent that public information will easily discredit the accusations.
Sadly and currently, such is not the case for GVHC and the Board. In fact, our Fourth Letter to
the Board, dated December 15, we highlighted issues relating to board term limit and board
size and composition. We respectfully ask the Board to revisit and review our Fourth Letter
carefully.
In view of the above, we highly recommend the Board to adopt a public disclosure policy that
makes more information available than what is required by law. For example, we recommend
the following public disclosure (via website or upon request) for transparency purposes:
 Articles of incorporation and all amendments;
 Bylaws and all amendments;
 Conflict of interest policy;
 Form 1023 (1024) and all attachments; and
 Audited financial statements.
For any organization to succeed in today's world where change is a constant, the economy,
particularly healthcare, is in flux, and new technologies are shifting healthcare delivery models
on a regular basis, it's more important than ever for this Board and Staff to work in sync. We
are reaching out to the GVHC Board of Directors to invite the Board to work with us, to give us a
voice, and to be more transparent. Cooperation between the Board and the Staff is essential
during these turbulent times. But with further and continual isolation by the Board, the Staff

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will continue to have little to no confidence in this Board. The Board then cannot, in good faith,
govern GVHC when there is zero confidence in the Board4
. And even though there are rumors
of improprieties and conflict of interests, all, however, is not lost. This Board still has an
opportunity to mend the divide. Healing GVHC can start with: (1) Relaxing Board-Staff Contact;
(2) Implementing a Robust Whistleblower Policy; and (3) Increasing Transparency.
In conclusion, we understand how difficult it can be to manage the expectations and interests
of all stakeholders but we hope that the Board is seriously considering GVHC Staff’s concerns
and letters, in addition to accounting for the Staff as a major stakeholder in GVHC (and truly a
force to be reckoned with). We hope and pray that the Board will make good faith decisions
that are in the best interest of GVHC and its’ Mission. Thank you for your services as GVHC
Board members and we look forward to receiving a response from the Board on these
important issues.
Enclosures:
Sample Whistleblower Protection Policy from the Council of Nonprofits;
First Grievance Complaint by Dr. [Redacted];
Second Grievance Complaint by Dr. [Redacted]; and
Grievance Complaint by [Redacted].
Respectfully Submitted,
[Redacted]
GOLDEN VALLEY HEALTH CENTERS PROVIDERS AND STAFF
NOTICE: We hereby invoke state and federal laws protecting employees against
discrimination, retaliation, and whistleblowing. It is illegal in the State of California to
retaliate against any employee who provides information to a government or law
enforcement agency where the employee has reasonable cause to believe that the
information discloses a violation or noncompliance with a state or federal statute, rule, or
regulation. An employer cannot discharge, demote, suspend or discipline in any manner an
employee who engages in this protected activity. Further, California recognizes a public policy
exception to the at-will employment doctrine. An employer may not discharge an employee
for a reason that violates fundamental principles of public policy. Notably, California has a
general whistleblower protection statute that protects employees who disclose illegal activity
or refuse to participate in illegal activities. Whistleblowers are thus protected under both this
4
Confidence in this Board raises the interesting question of fiduciary duty. That is, if there is over-whelming
dissatisfaction in the Board (over-whelming lack of confidence), does the Board has a fiduciary duty to reform?
Will this Board wait for a State AG or USDoJ action before taking steps to reform?

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statute and the common law public policy exception. Also, several other California statutes
contain anti-retaliation provisions, including statutes protecting employees who raise
concerns regarding safety and conditions of a health care center and patient care and quality.