North Shore Health board members debate confidentiality agreement during February meeting

A confidentiality agreement signed by the newly-elected North Shore Health board members in January sparked discussion during the Feb. 20 meeting.

Board member Sam Usem raised the issue by attempting to read a prepared statement. Usem expressed a concern that the confidentiality agreement contradicted a pre-existing confidentiality process that ensured the hospital would cover legal costs for board members acting in good faith. The agreement he signed in January states that board members are personally liable if they violate it, opening board members up to lawsuits from the institution they represent.

Board Chair Randy Wiitala initially stopped Usem from reading his statement, citing that the topic was not on the agenda and should be discussed with legal counsel.

Board member Milan Schmidt asked for the topic to be added to the agenda. Wiitala also refused, saying they would not discuss it “at this time.”

Usem then brought a motion forward to void the confidentiality agreement, which Schmidt seconded. Wiitala refused to bring the motion to a vote. At that point, Kimber Wraalstad, CEO of North Shore Health, offered to contact the hospital’s outside legal counsel, Timothy Feeley.

The board member’s concerns

Once Feeley joined the meeting, Usem was allowed to read his statement.

Usem said he had been told he must sign the confidentiality agreement in January to serve on the board. However, after Usem sought his own legal counsel, he believed the agreement was not required by law, as another confidentiality process was already in place.

Schmidt expressed concern about the scope of the additional agreement. “The way that I read it is that I can not have a conversation with anybody about anything in the slightest way related to the hospital.” He went on to highlight the broad nature of the agreement’s verbiage. “Especially with the language that says, ‘this shall broadly be construed in favor of the hospital.’ All the hospital has to do is just say that I am in violation of this because I said something to somebody that could have even been in support of the hospital.”

Board member Patty Winchell-Dahl did not share Usem and Schmidt’s concerns with the confidentiality agreement.  “We are the hospital,” Winchell-Dahl said. “I’ve been on boards, and this document is standard.” She continued to say that she never felt unable to discuss open hospital business with the public.

When pressed on his worries, Schmidt elaborated. “What I am worried is going to happen is that in the past, the hospital has had closed sessions to talk about litigation of community members and physicians over this thing with Dr. Dahlman,” he said, referring to the community’s reaction to the termination of Dr. Bruce Dahlman’s contract in 2023. “There wasn’t litigation, but it resulted in the withdrawal of the petition about Dr. Dahlman.  It was intimidation, and according to this [confidentiality agreement], I could get in that much trouble for just talking to people.”

Usem raised additional concerns that the board was unable to provide documentation when the confidentiality agreement was voted on.  He said the agreement was not listed in any board meeting minutes in 2024.  When Usem asked Feely when he suggested the confidentiality agreement to the board, he couldn’t recall.  Wraalstad then stated that it was in 2024.

The public weighs in

While waiting for legal counsel, the board paused their discussion to allow for scheduled public comments. Multiple attendees spoke after the incident, supporting both sides of the debate.  

A former employee of the hospital, Sharon Berglund, voiced frustration with the board’s behavior. “There are people in the community who are very concerned…and we don’t feel like you guys have wanted to listen very much in the past.”

This comment was followed by Mary Sanders, a former board member, who spoke in support of Wiitala. “If I had an issue and I were a board member right now, I would bring it to the CEO and try to get it on the agenda or talk to my board chair.”

Feeley advised the board not to vote on the agreement since it was not on the agenda. “Quite frankly, until there’s a dispute as to whether or not it’s been violated, the issue is moot,” he said.

The board agreed to table the motion and discuss it at the next board meeting on March 20.

Josh Hinke February 22, 2025