by Max Brantley
We've learned several national organizations are concerned about the proposed combination of clinical services of UAMS and St. Vincent Infirmary, particularly based on what we reported earlier today about a potential model for governance.
They've sent a letter that says the combination could be unconstitutional if any governance is ceded to St. Vincent. The letter was put in motion, one of the signers said, by our report earlier today about internal UAMS memos that indicated a governance model of a blended organization might include a board controlled equally by officials of UAMS and St. Vincent.
The letter, from local activist Jo Ann Coleman; Louis Uttley, executive director of the MergerWatch Project; Kelli Garcia, senior counsel of the National Women's Law Center, and Jon O'Brien, president of Catholics for Choice, said in part:
We, the undersigned, are writing to express our concerns regarding the proposed affiliation between the University of Arkansas for Medical Sciences (“UAMS”) and St. Vincent Infirmary Medical Center d/b/a St. Vincent Health System (“St. Vincent”). Specifically, we are concerned that such an affiliation may (1) impermissibly transfer powers vested to the Board of Trustees to another body established as part of the affiliation, in violation of Amendment 33 of the Arkansas Constitution and (2) would allow a religious organization to control a public institution in violation of both the Establishment Clause of the United States Constitution and Article 2, § 24 of the Arkansas Constitution.
MergerWatch, Catholics for Choice and the National Women’s Law Center have provided assistance to people in communities across the nation where secular non-profit or public hospitals have considered partnerships with religiously-sponsored hospitals or health systems that restrict access to care based on doctrine. In so doing, we have examined dozens of hospital mergers, acquisitions and affiliations. We urge you to carefully review the proposed affiliation in light of these issues, delay any vote on the affiliation until after you have all of the relevant information and analysis and approve the affiliation only if there are no constitutional violations.
The letter was sent to the University of Arkansas Board of Trustees and lawyers for the UA and UAMS. The UA Board may decide as early as next month on whether to proceed with a UAMS/St. Vincent linkage. I've sought comments late today from UAMS, but it may be tomorrow before I can get something on both internal UAMS criticism of some of a consultant's finding in favor of a merger and on the potential legal problems cited in the letter.
UPDATE: A note tonight from Leslie Taylor, UAMS vice chancellor for communications:
Dave Miller’s first email was to his staff and was part of his effort to keep them informed, answer their questions and be transparent as we move through the exploration of a strategic affiliation with St. Vincent. The second email to Dr. Rahn was written by Dave at the chancellor’s request to provide Dave’s assessment of information regarding IT in the Deloitte report. The Deloitte report is still a working document and is marked as a draft. Dave and other UAMS leaders are simply doing their due diligence to evaluate and double check numbers and information in the report as we move through the process. Deloitte will work with us on any changes that need to be made in the report as this process evolves.
We didn’t receive a copy of Mrs. Coleman’s letter addressed to Mrs. Rogers until the end of the day. We have not had a chance to read it and so don’t have any comment. However, we’re still exploring a potential affiliation with St. Vincent and since we haven’t even determined whether to move forward on the affiliation, it would be premature to comment on a governance structure.
I do need to add that we have said all along that any affiliation if approved would preserve UAMS’ mission and status as a public institution and the scope of such an affiliation would be limited and would not include women’s or reproductive services.
Earlier today, the blog posted a memo from Vice Chancellor David Miller to IT employees in which he said no one at UAMS had been able to substantiate financial benefits projected in a study by the Deloitte consulting firm. He also talked about a potential governing board for the combined agency in which UAMS and St. Vincent officials would equally share governance of a new corporate entity. (UAMS officials have said repeatedly that St. Vincent would have no say over UAMS operations.)
We've gotten another memo this afternoon under the FOI from UAMS\.It was an e-mail March 22 from Miller to Rahn. It said St. Vincent's health information exchange holds "little to no" value to UAMS. It said numbers in the Deloitte report on the cost of a data system "....cannot be justified or calculated based on any information we have..." He commented, "It was clear to me they did not use any of our actual numbers that we supplied to them."