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UC Memorial Hospital board to make choice in closed session

October 11th, 2012 9:42 pm by Brad Hicks

UC Memorial Hospital board to make choice in closed session

ERWIN — The Unicoi County Memorial Hospital Board of Control has received proposals from two health care entities — Mountain States Health Alliance and Wellmont Health System — interested in acquiring UCMH.
But the UCMH board will not be ready to vote on a proposal from one of these organizations this Thursday as originally intended. Instead, the board is slated to choose the better of the two proposals in a closed strategic planning session at its regular meeting this Monday.
UCMH Board of Control Secretary/Treasurer Russell Brackins said Thursday that Tennessee Code Annotated 68-11-238, which allows hospitals subject to open meetings laws to hold closed sessions for the development of marketing strategies and strategic plans, allows the board to decide between the two proposals in a closed session.
The code states that marketing strategies and strategic plans addressed by the board may be treated as “confidential and not public records,” but shall be subject to subpoena. It further states: “Action by the board of the hospital adopting a strategy or plan shall be subject to the open meetings laws and the adopted strategy or plan, and the studies that were considered in the adoption of the specific strategy or plan, shall then be subject to the public records laws. The records shall be available for public inspection at least seven days before any vote to adopt such strategy.”
Brackins his interpretation of the code allows for the selection of the better proposal in the strategic planning session as it equates to the development of a strategic plan.
“In a strategic planning meeting we don’t vote, we discuss and, if we seem to have an understanding, a meeting of the minds, then whatever strategy, in this particular case it’s a proposal from another organization, then we call a meeting or a regular scheduled meeting just as long as it’s a minimum of seven days,” Brackins said.
The deadline for submissions of proposals from health care entities interested in acquiring UCMH was Thursday, though the board hoped to have them in by the close of business Wednesday. Following a called meeting of the UCMH board Wednesday, prior to the board entering a strategic planning session, board Chairman Glenn Tilson said the board hoped to have the proposals available for public review Thursday.
Brackins said there was a “misunderstanding,” and that only the proposal selected by the board for consideration of its acceptance would be made public. Because this proposal must be available for seven days prior to the board voting on it in a public meeting, Brackins said Thursday’s meeting to consider acceptance of one of the proposals will have to be rescheduled. He said this matter will be discussed by the board at its Monday meeting, and a time and location for the meeting have not yet been decided.
“We’re trying to follow the code precisely because we don’t want challenges to anything,” he said.
In late July, the UCMH board send requests for proposals to Wellmont and MSHA to see what they would offer in acquiring UCMH. The board’s executive committee, made up of Brackins, Tilson and Roland Bailey, opted in a strategic planning session to move forward with MSHA’s proposal, MSHA President/CEO Dennis Vonderfecht said previously.
On Oct. 4, the full UCMH board met to discuss and vote on MSHA’s letter of intent to acquire MSHA. After that meeting was opened for public discussion, the board voted to delay action until this Thursday. It also voted to allow other health care entities interested in acquiring UCMH to submit proposals until Oct. 11.
Although the board has received the revised proposals, Brackins said the board has not had time to review them and declined to comment on them, as he said the board has a confidentiality agreement in place with both MSHA and Wellmont.
The revised proposal submitted by Wellmont Wednesday states its proposal and other related documents “are not subject to the confidentiality and non-disclosure agreement between Wellmont and UCMH” and that the proposal is open to the public. Wellmont President/CEO Denny DeNarvaez said Thursday that she and other Wellmont officials are of the opinion that the proposal should be considered a public document.
DeNarvaez also voiced concern that at least two of the board members won’t be present Monday, one for medical reasons and the other because he is out of the country.
“I am very concerned about this Monday vote,” she said. “I think it’s very inappropriate. They have one person who is going to be in surgery that day and then Mr. (Todd) Love has not returned, so he won’t be there. So, again, this is, in my opinion, railroading by the three gentlemen who have made it crystal clear where their vote is going.”
DeNarvaez said she feels Tilson has a “conflict of interest,” as he is seeking the office of Erwin mayor in the November election and the request for proposal sent to MSHA and Wellmont in late July asked each organization to address construction of a new facility within the town’s limits. She also said the process used the process that led to the board’s consideration of MSHA’s letter of intent to acquire UCMH on Oct. 4 was “suspicious.” While she said it is not Wellmont’s intent, she called legal action of the organization’s part a “possibility” if its proposal is not given fair consideration.
“I think that there’s a grand possibility that they have already put themselves in harm’s way in the sense of, again, trying to force a vote on Monday when you don’t even have all seven board members,” DeNarvaez said. “It’s just ludicrous that they’re not wanting to hear from the public and what the public wants, and they’re not wanting to hear what physicians want. It just doesn’t make any sense to us.”
Tennessee Press Association Public Policy Director Frank Gibson said his interpretation of TCA 68-11-238 differs from Brackins’. He said the decision on which proposal the board chooses to move forward with should be done in an open meeting.
“I don’t see it as adopting a strategy,” Gibson said of the board’s selection of a proposal during a strategic planning session.
If the board chooses to discuss and deliberate the proposals outside of public earshot, it may open itself to legal action.
“I think if they do this, they will receive legal interpretation on their legal interpretation, except this legal interpretation will come from a judge,” Gibson said.
Unicoi County Mayor Greg Lynch said that county officials had planned on possibly using Thursday to host a public forum for Wellmont and MSHA officials since the UCMH board’s meeting for that date will be rescheduled. While he said the forum may still be held, he said it may be moot if the proposal has been selected by the UCMH board before Thursday.
“I think there’s going to be so much public outcry to them doing this behind closed doors,” Lynch said. “The secrecy surrounding all this process is what’s caused everybody to worry about what they’re doing, how they’re going about it, and who’s influencing who. It’s getting on the verge of ridiculous.”
He also said he feels the public should be allowed to view the proposals and have input on them.
“I guess if you don’t have anything to lose, it’s OK to do it like that, but this is a big decision and it’s going to affect health care for the next 20 to 25 years, and they’re doing it behind closed doors,” he said. “And they’re not getting any more input before they choose who it is.”
On Monday, the UCMH is also set to consider the hiring of an attorney to represent the board at the time of the transaction. On Wednesday, the board gave approval to authorize Tilson to engage legal counsel for this purpose. While Brackins said the attorney hired will not review the acquisition proposals, board member Sue Jean Wilson said Thursday that she would like to see the person brought in review the proposals.
“Some of us want to take a little bit more time in getting the right thing done for the community,” Wilson said.
Officials with MSHA and Tilson could not be reached Thursday for comment.

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