Health board back to work Fresh group of members converges after overhaul

BANGOR – Health care in northern Maine turned a corner Thursday with the first meeting of the new members of the Eastern Maine Healthcare System since the corporation revised its bylaws and governance structure last November.

More than 100 people, including a majority of the 138 new corporate members, met at the Spectacular Event Center to hear a report on the financial health of the corporation and a presentation on the status of Maine hospitals. Members voted unanimously to approve the roster of their own names. They also approved one new director for the EMHS board – former Bangor mayor Nichi Farnham – and renewed six other directors for repeat terms. Lastly, members approved proposed changes to the new bylaws affecting the process by which they are named.

The new members are the result of a lengthy and contentious corporate transition away from the institution’s traditional oversight by a large group of community “corporators.” Those corporators had independent voting authority to elect and reject directors and trustees. The new members are a smaller, more regional group, carefully vetted by board members and endowed with a limited, more collaborative power. The move was deemed necessary by the directors of Eastern Maine Healthcare Systems, who cited post-Enron concerns as validation for making a number of important changes in the bylaws of the now-defunct Eastern Maine Healthcare and its “super-parent” replacement, EMHS.

At Thursday’s meeting, the first since EMH corporators voted themselves out of business last fall, Norman Ledwin, chief executive officer and president of EMHS, welcomed the new members to a “new phase in the maturity of a regional health care system.” He applauded their commitment to being “our community eyes and ears to help us chart the future of health care delivery.”

In order to fulfill their responsibilities, Ledwin said, members will need to stay well-informed on the issues affecting health care. As part of their job description, members are required to attend annual educational sessions arranged by the corporation, and the first of these sessions took place at Thursday’s meeting.

Steven Michaud, president of the Maine Hospital Association, made a presentation about the status of the state’s hospitals, taking aim at the administration of Gov. John Baldacci. The governor’s Dirigo Health Reform Act of 2003 contains a number of initiatives that should alarm hospitals, Michaud told the roomful of new members, including caps on capital spending, a statewide health plan with a global budget, public reporting of hospital finances, and other regulatory measures.

Michaud said Baldacci’s hospital study commission had at one point proposed closing up to 15 rural hospitals and putting 5,000 people out of work and accused commission members of having a “Portland-centric, Augusta-centric way of looking at the health care system.” Not much has come of the commission’s recommendations, Michaud said, but he cautioned EMHS members, “We must remain ever-vigilant against forces in Augusta who want to determine how health care is delivered in rural Maine.”

Michaud also decried recent expansions in the MaineCare program, which covers health care costs for low-income Mainers, and faulted lawmakers for failing to fix “the most serious issue in Augusta.”

“If you’re going to promise health care to tens of thousands of people, make sure you can pay for it,” Michaud said. “We don’t think there’s any way the state can pay for it.”

After Michaud’s talk, Ledwin cited EMHS’ recent and projected accomplishments, including affiliation with a number of area hospitals; the consolidation of corporate staff and functions into the high-profile new Cianchette Building in Brewer; the creation of standardized clinical practices; and the recently announced Maine Institute for Human Genetics and Health, a collaborative project with The Jackson Laboratory in Bar Harbor and the University of Maine.

EMHS board chair Irving Kagan described the corporation as financially healthy, including having an “A-plus” rating from the Wall Street investment firm Standard and Poor’s Corp.

Bylaw changes unanimously approved at Thursday’s meeting included a reduction in the number of members required from 200 to 100 and an elimination of the requirement that they proportionally represent the nine counties served by EMHS health care facilities. Originally language required the 200 members to be chosen from the nine counties according to their population, but at Thursday’s meeting, corporate attorney Len Giambalvo explained that it has been difficult to recruit the full complement of qualified members. The bylaw changes were necessary to “eliminate rigidity” and allow the annual meeting to take place on time, he said. Giambalvo added that the board remains committed to filling all 200 slots proportionally despite the technical change.

Changes in the EMHS governance system were vigorously challenged last year by a group of physicians and other community members who argued against giving up the independent oversight by the original corporators. Reached for comment Thursday afternoon, former corporator and “good governance” member Tony Brinkley, who teaches English at the University of Maine, said, “The concern has always been that as one of the most powerful institutions in our region, EMHS might use its economic power irresponsibly, to reward friends and punish perceived enemies. I hope the new members will have real authority to make sure EMHS remains a Maine institution, grounded in its community and fully responsive to the needs of that community, and that the relationship between EMHS and physicians in the region will be cooperative rather than adversarial.”