Letter to the Editor

This letter serves as my official resignation as Vice President and board member. I am resigning due to my ongoing concerns that this organization continues to fail to follow the bylaws and is not acting in the best interest of McKenzie Valley Wellness (MVW) and its members.

The actions and transactions that have occurred to the detriment of this organization by a couple of board members have resulted in an investigation by the Department of Justice Non-profit division. As board members, we are to be fiduciaries in the following ways. The duty of care, the duty of loyalty, and the duty of obedience.

For the past year and a half, I have witnessed several situations where these duties were flat-out ignored. The following are some of the examples that breach the fiduciary duties that the board is supposed to follow.

The MOU (Memorandum of Understanding) for medical equipment. This was materially changed by the president and secretary to financially benefit a for-profit entity. This was not approved by the board and went against the advice of our lawyer at the time. It was withheld and not disclosed to the board. This also resulted in our lawyer resigning after the DOJ investigation was announced.

Cares Act Funds were provided to McKenzie Valley Wellness in error. These funds should have gone back to Health and Human Services (HHS) based on rules and requirements. Instead, two checks were made out to a for-profit entity to the tune of approximately $150,000. This was done at the sole discretion of one board member who checks writing privileges. This board nor the sole individual sought legal counsel before completing the transactions, and never made an effort to review the HHS guidance.

The loan was made to a for-profit entity for billing visits owed to McKenzie Valley Wellness which was supposed to be paid once received. These funds were not paid for over 2 years and constituted a loan and restricted activity for non-profit organizations.

> The requirement for the tenant to insure the building with escalators is based on the lease agreement. Initially, there was no insurance policy. The organization that was required to ensure the property did go back and work out a deal with the insurance company. However, this falls well short of the replacement cost to rebuild the clinic. The board has a duty to hold the tenant accountable to the lease agreement. Based on the low end of estimates from Pivot Architecture, McKenzie Valley Wellness is owed approximately $800,000 and possibly more for the loss of the building. Our members have lost this asset and the duty this board has is to its members and to protect the assets of this organization. The building was by far MVW’s largest asset.

Lastly, the efforts of board members to withhold information from other board members have me very concerned and should have other members concerned too. The withholding of the membership list for over 3 months - not once, but twice - is unacceptable. Members are allowed to reach out to other members.

These continued efforts lead to the question of what else is hidden from the board and our membership.

The first ballots that were sent out were completely fraudulent. It was another attempt to block the board from having any say in what was being presented to the members.

Time and time again the lack of transparency was evident. I can only imagine what other things were being done behind the scenes at the expense of this organization and its members.

For these reasons, along with many others, I resign.

Joshua Cloke