"Doubt is not a pleasant condition, but certainty is absurd."
—Voltaire
This week's blog is an update on the current progress toward Systemness within the Conemaugh Health System.
Last January, the combined boards of the various Conemaugh Health System entities assembled at The Mountain View Inn in Latrobe to analyze where they believed they were as a health system and to determine where they would like to be as a system in the future. There was overall unanimous consensus among the 100 plus board members present that they wanted to function as a System.
At that meeting, systemness was described to the group on a scale from 1 to 5 with our current relationship within the System being a 1.5 and UPMC's full control model at a five.
Keep in mind that the current members of the System include: Meyersdale and Miners Medical Centers, the Conemaugh Health Foundation, Conemaugh Health Initiatives, Good Samaritan, Memorial Medical Center, and Windber Medical Center (WMC).
The group generally agreed that they would like to be somewhere between a 2.5 and a 3 re: control and co-operation. During the next seven months, the Chairs of the various boards met to design the new System and to prepare the Bylaws for that new System.
From Wikepedia:
In a business situation, bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation. Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties.
Bylaws generally can be amended by an organization's Board of Directors.
In WMC's case, that board vote is a requirement. Our bylaws cannot change without the board's approval.
After about 90 hours of meetings, the group of Chairs reported out at a meeting on September 15th. Once again, the general consensus of the results of that meeting was that efforts toward systemness should continue. There were those present who expressed their concerns regarding the amount of control being proposed by the bylaws that were being formed.
On Wednesday night of this past week, the Windber Medical Center Board of Directors met to consider the newly designed bylaws. The result of that meeting was a decision by the WMC board that the current bylaws as presented by the committee were too restrictive and took too much power away from the Windber Medical Center Board. Consequently, it was the unanimous consensus of the WMC Board that there should be additional discussions with the leadership of the System to determine if there was a less controlling model that could be implemented for the System.
On the weekend of January 26th, the combined boards will reconvene at The Mountain View Inn to determine how they would or would not like to move forward. If WMC's board decides to accept the by-laws, our medical center will be a strategic partner within the Conemaugh Health System. As President of Windber Medical Center, I will report to Scott Becker, President of the System, and we will do combined, system wide strategic planning.
If our board determines that the current bylaws are too restrictive and they decide that they do not want to accept these changes, WMC will become a non-strategic partner of the System. We will participate in system decisions re: clinical planning, only if both organizations decide that it would be in the best interest of both groups and, although WMC will still belong to the system, we will be a non-strategic partner. In essence, we would be competitors, although, according to the leadership, we will be friendly competitors. In this scenario, I will continue to report to the WMC board, and that board will be responsible for approving WMC's strategic plans. Neither choice is without risk.
So, at this point, as the story continues to unfold, just know that whatever the outcome, it is the board's desire, focus and intention to assure that they choose the best possible outcome for you and for the people of Windber.
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