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May 23, 2010

Munson merger voters can opt for anonymity

Munson to let officials set to vote on merger keep identities from the public

BY BRIAN McGILLIVARY bmcgillivary@record-eagle.com

TRAVERSE CITY — Munson Healthcare will give its lengthy list of corporate members a chance to "opt out" of being publicly identified before a potential vote on a merger between Munson and Spectrum Health in Grand Rapids.

The Munson Healthcare Board of Directors voted Thursday afternoon to give its 310 corporate members until May 26 to opt out of having their names released to the public. Munson Healthcare is organized on a non-stock membership basis, where the corporate members serve as community shareholders for the nonprofit corporation. Corporate members would have to approve the affiliation that's under consideration where ownership of Munson's health care system would drop from 310 members to one — Spectrum Health.

Roger Griner, a former Grand Traverse County commissioner who's served more than 20 years as a corporate member, said he won't opt out.

"I'm not a bit ashamed of my position," Griner said. "I'm pretty proud of Munson Hospital and what it has accomplished. I'd like to hear from people who don't think this is a good idea and see their plans for how we expand."

Paul Shirilla, vice president of legal affairs for Munson Healthcare, said the board wants to increase transparency in the merger discussions but didn't believe it had the right to release the members' names.

"The board is assuming most every corporate member will be on the list of names and they'll not be encouraged to withhold their names, but we want to respect the privacy of the members," Shirilla said. "We have a 60- or 70-year practice of not making it public."

Griner agrees that members should be able to withhold their identities, but doubts many people will.

"That to me would indicate somebody's got something to hide," Griner said.

Prior to Munson's partnership talks with Spectrum there's been little public interest in the corporate membership, an obscure part of Munson's governance system that met once a year to vote in new members and new directors for the Munson Healthcare board.

That's changed with the intense community interest in the Munson-Spectrum talks, and the corporate members' vital role in signing off on a merger agreement.

"I really don't understand what their problem is, I think the public has right to know (the membership)," said Larry Miller, of Frankfort, a former board member for Paul Oliver Memorial Hospital. "They are voting on an issue that affects the entire five-county area."

Munson Healthcare and Munson Medical Center merged in 2004, with Munson Healthcare becoming the umbrella organization for the hospital and all of its subsidiary businesses, including North Flight ambulance service, Paul Oliver Memorial Hospital and Munson Home Health.

"The Members of Munson Healthcare shall consist of: (1) not more than 200 persons of whom at least two-thirds shall be residents of Grand Traverse, Leelanau, Benzie, Kalkaska and Antrim counties of the state of Michigan; and (2) those directors/trustees of Munson Healthcare and its hospital subsidiaries who are not otherwise members of Munson Healthcare," merger documents state.

The members were each given one vote on the 2004 internal merger and voted again in 2009 on a simple rewording of the articles of incorporation, state records show.

The current membership consists of 173 community residents and 137 directors and trustees of Munson Healthcare, its foundation board, and all of its affiliated hospital boards. There is no pay or benefits from Munson for serving as a corporate member.

The Munson Healthcare Board of Directors nominates the new members each year, who then are elected by a simple voice vote at the annual meeting. Griner said in 20 years he can't recall one "nay" vote.

"These are the thinkers and doers in the community who have shown an interest in the hospital," Griner said. "The people there are the community's leaders, that's the way it's always been done at Munson."

Munson officials define the corporate membership role as more varied than the legal documents indicate. Members attend hospital education programs and recently began attending weekly briefings about the proposed merger.

"We define it as sort of our eyes and ears and it certainly contributed to the board's decision to slow things down and get a second opinion on the merger," Shirilla said.

Jim Maitland, a Grand Traverse County road commissioner and corporate member, said he doesn't mind discussing the merger with the public.

"Ask me a question and I'll tell you what I think," he said.

While some public officials such as Maitland freely acknowledge their membership role, others hold back, hospital officials said prior to Thursday's meeting.

Tom McIntyre, Munson Healthcare board chairman, said Munson's corporate members were invited to stand at a recent Rotary Club luncheon in Traverse City. Most of the members did, but some stayed seated.

McIntyre was not available for comment Friday, nor were any other Munson Healthcare board members, a hospital spokeswoman said.

T. Michael Jackson, a former Traverse City commissioner and current corporate member, said he's urging his fellow corporate members not to opt out.

"I think when you're put in a position of public trust and have this responsibility, I think you should be known," Jackson said.

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