EMHS vote to address merger plan New bylaws part of proposal

BANGOR – Corporators for Eastern Maine Healthcare are expected to vote this week on whether to accept a proposal that would merge the organization into its corporate parent, Eastern Maine Healthcare Systems. A vote to accept the merger also would confirm a new set of bylaws, vesting EMHS with the top-tier authority to govern dozens of nonprofit and for-profit subsidiaries and affiliates, including five community hospitals in the northern half of the state.

The vote is the culmination of months of often public conflict between EMHS officials and a small group of physicians and other community members over the future of the area’s largest health care system.

EMHS board members and administrators say the merger is essential to creating a regional system of care that serves Maine residents well and keeps large and small hospitals in business. The corporate changes that will accompany the merger they say are based on a national business model and will ensure modern, efficient and legally irreproachable corporate operations, critical in these post-Enron days.

But a small group of concerned corporators, physicians and other individuals has urged the EMH corporators – about 500 residents of the general Bangor area who serve as community representatives – to vote against the proposal at the special meeting Wednesday. The Good Governance Group thinks the proposed bylaws give too much power to the system’s board members while weakening independent community oversight.

In accepting the many provisions of the new bylaws, the current EMH corporators would relinquish their role as independent, self-selected overseers of the Bangor-based system in favor of a smaller, less autonomous but more industry-savvy group of corporate “members.” These 200 new members would be chosen by a subcommittee of the EMHS board to represent the nine-county area served by the emerging supersystem.

Corporators would have an opportunity to suggest names for the EMHS board, but their choices could be overridden by the board’s own nominating committee. The new bylaws require a nominating committee made up of board members who have no financial or personal ties to the system.

Corporators’ voting authority would be limited to accepting or rejecting the entire slate of board-approved nominees. Rejected slates return to the nominating committee for revision.

EMHS says the changes are needed to bring the system into compliance with national recommendations for modern corporate governance. In order to protect EMHS and the communities it serves, they say, it’s imperative for the nominating committee to screen all potential members to determine their qualifications and any conflicts of interest. While the proposal permits corporators to take part in the nominating and voting process, giving them independent control over the makeup of the board is not acceptable under national governance models, according to drafters of the proposal.

“It’s the one point we cannot give up,” according to George Eaton, board chairman of Eastern Maine Medical Center and a director of EMHS. “There can be no refinement on that point.” At a recent meeting with the Bangor Daily News editorial department, Eaton and other directors expressed concern that if the corporators do not accept the merger proposal as it’s written, some EMHS affiliates may drop out of the regional network, jeopardizing the viability of the entire system.

Recently named corporator Tony Brinkley, a professor at the University of Maine and a member of the Good Governance Group, said Thursday that the group fully supports a regional health care model. The members’ wariness, he said, reflects general discomfort with the motivations of the current EMHS board and administrators. He said some group members are critical of the organization’s real estate development, its use of charitable donations and of some aspects of the quality of health care it delivers.

Nonprofit EMHS is one of the most powerful economic and cultural entities in northern Maine, Brinkley pointed out. While most within the organization have the best of intentions, he acknowledged, Good Governance knows some administrators and board members have “a goal of consolidating power in the region” and “have behaved in adversarial ways” toward individuals and businesses that have questioned management decisions in the past.

“Even if we were totally happy about the way authority has been used in the past,” he said, “this proposal still provides no checks and balances for the future.”

Brinkley and other corporators will vote on the merger and its accompanying bylaws at 12:30 p.m. Wednesday, Nov. 17, at Jeff’s Catering in Brewer. More information on the merger can be found online at www.emh.org.