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Hospital Governance, Process for Openness and Public ParticipationDescription of Hospital Governance
Northwestern Medical Center is the result of a merger the St. Albans Hospital and the Kerbs Memorial Hospital in 1977. With the somewhat contentious nature of the merger within the community, it was decided that the governance of the hospital should feature a broad-based Board of Directors elected by an even broader-based Board of Incorporators.
The NMC Incorporators
The NMC Bylaws, which refer to NMC Incorporators as “members of the corporation” and to NMC Board Members as “Corporation Directors”, state:
“The Corporation shall have a maximum of one hundred fifty (150) members. Members shall be elected for indefinite terms except that at least every two years the Membership shall be polled to determine which members continue to have an interest in maintaining their membership. Members may be removed for lack of attendance at meetings as described below.”
“Members shall be elected at the annual meeting of the Corporation’s members by plurality vote from slates of candidates nominated by the nominating committee. Other candidates for membership may be nominated from the floor at the annual meeting. Effective as of November, 1989, any person whose term as a Corporation Director has expired, shall automatically become a member of the Corporation if that person consents to become a member.”
The Incorporators meet twice a year (in May and November) to elect members of the NMC Board of Directors (typically done in November) and approve changes to the hospital bylaws. Their meetings typically feature educational sessions, presentations from the NMC Board, Auxiliary, Medical Staff, and Leadership, and discussions of topics related to the hospital and its role in the community.
The NMC Board of Incorporators is made up of residents from nearly every town in Franklin County and Grand Isle County. The full list of members appears in the NMC Annual Report, which is available upon request through either the NMC Administrative Office or the NMC Community Services Office. The following are currently officers of the Incorporators:
- Edward J. Tyler, III, Chair
- Joan Wilson, Vice-Chair
- Helen Soule, Secretary
The NMC Board of Directors
The NMC Bylaws state:
“The Board of Directors shall consist of twelve (12) persons, with a maximum of three (3) members of the Medical Staff, one of whom shall be the President of the Medical Staff who shall serve except as provided for in Sections 11 and 12 of Article II.”
“The Board of Directors should include a broad representation of the community served by the hospital and should be selected for their interest and ability to participate effectively in fulfilling the required responsibilities. All members of the Board of Directors shall actively participate in the program of orientation and continuing education.”
“The directors shall be elected by a majority vote at any meeting of the members duly warned for that purpose. Directors shall be nominated and elected in the manner provided in Article 1, Section 1 hereof, except that a majority vote shall be required for the election of Directors.”
“All terms of office shall be three (3) years except the term of office of the remaining twelfth director who shall be the President of the Medical Staff serving as an ex officio director as provided in Section 1 of this article. Directors having served three (3) full consecutive terms shall not be eligible for re-election to directorship for a period of at least one year.”
“The Board of Directors shall have control and management of the affairs and business of the corporation. The act of a majority present at a meeting, except as otherwise provided by law or the Articles of the Association, shall be the act of the Board, provided a quorum is present. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper, not in consistent with law or these bylaws.”
The NMC Board meets as a full Board on a monthly basis, typically the first Wednesday of every month at 5:30pm. The Board does a great deal of work through its committee structure, which includes: the Finance Committee, the Personnel Committee, the Planning Committee, the Community & Government Relations Committee, and the Building Committee. The Board also has seats on the Hospital Wide Quality Assurance Committee of the Medical Staff. These committees typically meet either once a month or once every-other month.
As residents of our service area and active members of our community, the NMC Board is very available to the public. NMC offers a variety of formats for public input and access to the Hospital Board and Leadership Team (as outlined below). Individuals or groups with a specific desire to speak with the Board should contact NMC using teh contact information below.
Current NMC Board Members are:
- John Casavant, of St. Albans (President)
- Judy Ashley-McLaughlin, of St. Albans (Vice President)
- Harold "Butch" Hebert, of St. Albans (Treasurer)
- Peter Rath, of St. Albans (Secretary)
- Nick Hadden, of Fairfax (Past President)
- John Edwards, of Swanton
- John Hango, of Enosburg Falls
- Michelle Lawrence, of South Hero
- Greg Mruk, of Alburg
- Albert Perry, of Richford
- Frank Zsoldos, MD, of St. Albans
- Steve Payne, MD, of St. Albans (President of Medical Staff)
Hospital Governance Contact Information:
For more information on Hospital Governance, please contact:
Helen Soule
NMC Administrative Assistant to the CEO & CFO
NMC, PO Box 1370, St. Albans, VT 05478
Telephone: (802) 524-1054
Fax (802) 524-1088
hsoule@nmcinc.org
Summary of Process for Openness and Public Participation
In keeping with the formal organizational values of Relationships and Community-based services, NMC strives to provide multiple opportunities for public input regarding the hospital’s current services and our plans for the future. The goal is to foster discussion with community members relating to the health of the community, needs in the community, hospital services, and opportunities for improvement within our hospital and our local health care system.
NMC uses a variety of strategies to formally and informally engage the community in our strategic planning efforts, decision making, and efforts to improve the health of our community:
- A variety of survey processes for both patients, members of the general public, and community leaders (historically including written surveys, telephone surveys, focus groups, personal interviews, etc);
- Community presentations, events, and discussions on hospital plans and activities, community needs and priorities, and health care topics;
- Personal contact facilitated through direct community involvement by hospital Staff, Board, and Medical Staff as volunteer members of local Boards, initiatives, and organizations;
- Personal contact facilitated through the geographic distribution of NMC Board Members and hospital staff.
NMC also engages the community in our efforts by welcoming their active participation in the hosptial, through:
- Service as an NMC Volunteer (108 active volunteers in 2006, contributing 19,037 hours).
- Service as an NMC Auxilian (321 members in 2006);
- Service as an NMC Incorporator (129 members in 2006);
- Service as an NMC Staff Member (553 employees in 2006);
- Service as an NMC Physician (71 Active/Associate staff in 2006).
- Service as an NMC Board Member (12 members in 2006).
NMC also engages the community through our role in a wide variety of community partnerships and initiatives. We take great pride in the community involvement by our staff as individuals as well as the formal involvement of NMC as an organization. While we do not maintain a comprehensive list of our involvement, the following is a sampling of the broader groups in which NMC participates within our community as an organization:
- The Franklin Grand Isle Community Partnership;
- The Franklin Grand Isle United Way (as a partner, not a member agency);
- The Center For Health & Wellness;
- The Champlain Valley Area Health Education Center;
- EMS District 1;
- The Franklin Grand Isle Work Force Investment Board;
- The Franklin County Industrial Development Corporation;
- The Franklin County Regional Chamber of Commerce;
- The Grand Isle County Chamber of Commerce.
Public Participation Contact Information:
For more information on public participation, please contact:
Jonathan Billings
Director of Planning & Community Services
NMC, PO Box 1370, St. Albans, VT 05478
Telephone: (802) 524-1044
Fax (802) 524-1291
jbillings@nmcinc.org
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