BAMC decision on hold
Marinette County supervisors want time to study matter
Wednesday, April 16, 2014 7:00 PM
MARINETTE - Some members of the Marinette County Board of Supervisors fear a loss of local input if Bay Area Medical Center enters into a minority partnership with Aurora Health Care.
As a result, supervisors by a 24-5 margin voted Tuesday to postpone voting on a resolution to authorize changes to the BAMC Articles of Incorporation.
"I am not prepared to vote on this as it is presented right now and all the confusion I am seeing," said Supervisor Al Mans, who made a motion that was supported by Supervisor Ted Sauve. "I move that we come back next month when we are prepared properly."
The board's Executive Committee voted April 4 to recommend approval of articles of incorporation changes that among other things would remove a clause to have the Marinette and Menominee county boards ratify nominations to the nine-member BAMC Board of Directors.
The current board includes four members each from the two counties along with an at large member from one of them.
"As we continue with this proposed partnership with Aurora we are asking that ratification no longer be a requirement of the bylaws," BAMC President/CEO Ed Harding said. "If you've read the papers or listened to the radio, the kind of partnership we're looking for is a minority interest partner and such definition would be equal to or up to 49 percent.
"We have it locked into that. We are in active dialogue with Aurora, but have not determined what that ownership percentage will be."
Harding said the proposed makeup of the new board calls for BAMC to have five seats, two each from Marinette and Menominee counties and one at-large member from one of the two counties.
He said Aurora would have four representatives, two from Marinette and Menominee counties, "one of which would be a local (health care) provider and one would be a local business leader."
He said the other two positions would be at-large members that Aurora would select and could be Aurora officials who reside in the Green Bay area.
"Seven people on the board would represent Marinette or Menominee counties," Harding said. "So we still would have local control, which is why we chose a minority partnership. The current board said it wants a local board making local decisions."
The proposed changes to the BAMC Articles of Incorporation also remove a clause that says "The amendment or alternation to the Articles shall become effective only if approved by a majority vote" of the Marinette and Menominee county boards.
"There are no liability ties to Marinette or Menominee counties (since the buildings were sold to BAMC) and there's certainly no financial ties," Harding said. "So why have the requirement for oversight of any amendments to the Articles of Incorporation?
"We have two entities that are looking to form a partnership and right now in order to do so the bylaws are written in such a way that require both Marinette and Menominee counties' input in order for us to move forward and restructure our partnership.
"We're simply asking that because we aren't county-owned any longer to free us up for us to move Bay Area Medical Center forward to our next generation of how we will be structured."
Harding's statements were followed by board members expressing concerns about how they will continue to address concerns from constituents about the hospital.
"When we sold the hospital two years ago the general public was adamant that we keep a link to the hospital with a voice and this we did by having approval of the members of the board of directors," said Supervisor Kathy Just, board vice chairperson. "We were assured that the public would have somebody as a voice to turn to if they had a question about the operation of the hospital.
"I feel it is important that we have some say in all of this. The people were so concerned when those buildings were sold. They wanted a link there so that they would know if there was some kind of situation that would come up they could come to me or another board member and I could say 'oh sure we voted for this person on the board and therefore why don't we talk to them.'"
"Those voices will continue," Harding said. "There will still be seven local voices of people."
He told supervisors that selecting board members is done with "great care."
"What I've been told is in 28 years (since BAMC was created) there has only been one instance when a name (nomination) brought before this county board was questioned and it apparently was for political reasons," Harding said. "At no time has Menominee County ever questioned a name."
Sauve said "the image of this hospital is very important to a lot of people."
"If we're going to be making some radical changes and so forth, I think we should not lose sight of the fact that the image that was brought out by many, many years of work and consolidation several years ago," he said. "I hope if this is approved that we still retain that high level of image to our constituents."
Supervisor Mike Behnke and Just expressed concerns that the size of the board could be reduced below nine without input from either local county board.
He cited a proposed change in the articles of incorporation that says the "numbers of directors shall not be fewer than three." Previously it was mandated that the board of directors "shall consist of nine members."
Harding said he was agreeable to the "three being replaced with nine," which Corporation Counsel Gale Mattison did during a recess before the board voted to postpone the vote on the proposed changes.
"People aren't going to support the local hospital if they don't feel there's local people that are helping to make the decisions," Harding said. "If your concern is that composition of the board - that it have equal representation of three from each county and an at-large representative - the (hospital) board would say 'absolutely we would agree to that.'
"Health care is a complex field so decreasing that we would not want to do because you need to have enough people around the table to make wise decisions. The fact that seven of our nine would be local people, those are your voices, those are your ambassadors. I don't understand the fixation of shrinking down the board, we have no intentions of doing that."
Harding, when asked by Sauve what the impact of a lawsuit filed by Bellin Health against BAMC over ownership of NorthReach Health Care would be, he said that is an "entirely different issue" from BAMC's bylaws and articles of incorporation.
He was asked by Supervisor Gilbert Engel what provisions there are to ensure that there continues to be a local hospital.
"That is the whole purpose of our requirement that we have a partner and that is the whole purpose of us maintaining majority control on the board and this organization," he replied. "Our purpose is to provide both inpatient and outpatient health care.
"What we're working on right now with Aurora in our partnership agreement is up to and including a brand new hospital right here in Marinette. It may be simply renovate the existing site and look at other alternatives for other facilities. That's a minimum, the maximum would be a brand new facility."