What EMH corporators really do

In his recent presentation to the corporators of Eastern Maine Healthcare, James Orlikoff, an expert on these matters, described the EMH corporators as “the sleeping bear.”

While it was not altogether clear in what way the corporators might turn out to be a sleeping bear, it was clear that Orlikoff regarded them collectively as a frightening phenomenon. In what way might they be frightening? Or, to put this another way, what is Orlikoff crusading against?

At different moments in the presentation, Orlikoff evoked the dangers of democracy and of representational governance; both, he suggested, were luxuries that a health system – or even a community – could ill-afford in a time of economic scarcity. At other moments, he presented the corporators collectively as a kind of rogue super-board that would interfere with day-to-day decisions of the health system and make it impossible for the executives of the system or its board of trustees to make timely decisions. If this were not frightening enough, in a presentation to the Bangor Daily News, Orlikoff evoked the specter of at least one health system where a board member’s life was threatened, by inference by the corporators.

Given Orlikoff’s presentation, it is perhaps useful to remember what the corporators of Eastern Maine Healthcare actually do. The role of corporators is to represent the interests of the community in a community institution. They meet on an average of once a year, and they elect or re-elect members of the board of Eastern Maine Healthcare. For the most part they elect or re-elect members of the board whom the board itself has nominated.

Occasionally – as earlier this year – they consider and elect alternative candidates who are proposed by the corporators themselves. Since terms on the boards are staggered, the corporators can only make a decisive change in board membership over a number of years. There can not be an immediate reaction by the corporators to any action of the board, but at the annual meeting, the board can be asked to explain its actions.

The other power of the corporators is to vote on any major restructuring in governance, for example, the restructuring presently being contemplated in the creation of Eastern Maine Health Systems. As proposed, Eastern Maine Health Systems will have a governing board that will not be elected by corporators but will instead be self-perpetuating. That change can only be made if the corporators of Eastern Maine Healthcare vote in its favor (since that vote has yet to take place, it is not altogether clear what the legal status of the board of Eastern Maine Health Systems is at the moment, but presumably that will be worked out in the future).

What is clear, however, is that while the authority of the corporators is real, that authority is also quite limited. It involves a limited check on the governance power of the CEO and board of Eastern Maine Healthcare.

If Eastern Maine Health Systems adopts a comparable corporator model, this will constitute a limited check on governance power of its CEO and board as well. Given the economic, social, and cultural power of the organization, given its central role in the future of our region, many of us believe that such a check is altogether healthy. It reflects the interests of our community.

Tony Brinkley is a corporator of Eastern Maine Healthcare and chair of the Department of English at the University of Maine.