The several hundred elected members (corporators) of Eastern Maine Healthcare (EMH), which includes Eastern Maine Medical Center and Acadia Hospital, represent the public citizens who own the health care corporation. It is the responsibility of the members (corporators) to elect the directors of the board, which governs the corporation. Now they are being asked to vote themselves out of existence at a special meeting to be held Nov. 17.
It is proposed that they be eliminated by a merger of EMH into Eastern Maine Healthcare Systems (EMHS) which consists of multiple hospitals and health care entities in the northern half of Maine. In this proposal a board of directors representing each of the constituent entities will govern the newly established EMHS.
Initially, this was planned to be a powerful and self-perpetuating board with responsibility only to itself. This lack of accountability produced so much concern by the current corporators of EMH that revision of the planned merger came about.
As a result it is now proposed that there be corporators of EMHS, 200 in number, selected from the entire geographic area of the system. Of course, this number is far smaller for the entire system than it is for the current EMH. The reason given for the lesser number is that it is much less cumbersome and more efficient than a larger number.
Initially, the board of directors of the new EMHS will select the corporators with advice from the general community. Gradually the 200 corporators will elect the directors of its board as well as their own constituency, resulting in accountability of the board for the community. In addition, there would be term limits for both the board members and the corporators for the first time in the long history of health care institutions in our area.
Despite all this, a careful examination of the bylaws of the proposed new system and its governance reveals some serious and potentially fatal flaws. Although the corporators will annually elect the directors of the corporation and their own members, they will be allowed only to vote on candidates nominated by a committee of the board of directors and not on candidates of their own selection. It will be required that the vote be for the entire slate of the board’s nominees and not individual nominees.
The board committee solicits names of candidates from the corporators, but decides at its own discretion who will be nominated either from the names submitted to it or otherwise. Thus the corporators are told who they are to elect and in effect become a rubber stamp.
It is clear that the board of directors becomes accountable to no one but themselves. Any individual other than those selected by the board itself is subject to rejection. In addition to the convoluted method of election which does not assuage the concerns of many people, the board of directors, according to the proposed bylaws, have of its own discretion the power to eliminate the newly improved term limits for themselves, thus canceling out the rule of limits.
The proposed merger of EMH into EMHS has many good aspects and potentially can become very beneficial to our citizens. The issue is accountability. Under the proposed plan a small group of individuals would be in a position to potentially gain control of health care in one half of our state without being accountable to anyone except themselves.
The current corporators of Eastern Maine Healthcare, whose flagship is Eastern Maine Medical Center, should demand accountability and transparency of governance.
I strongly urge my fellow corporators to send back the proposed merger into Eastern Maine Healthcare Systems for revision to achieve the necessary goals.
Thomas Palmer, a resident of Bangor, is a retired surgeon, a trustee emeritus of EMMC and director emeritus of EMH.
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