CHILLICOTHE, Ohio — Adena Health System is the largest health provider in southern Ohio, covering multiple counties with more than 120 beds and six locations, with four hospitals. The beginnings of the hospital date back to the early 1800s in Ross County, and while it pays its CEO millions of dollars a year to oversee operations and bolsters nearly a billion dollars in assets, the hospital is labeled a not-for-profit. By its own charter and bylaws, Adena Health System is governed by a 15-member Board of Trustees. There is one representative from each of the nine churches that founded Adena back in 1895 with a mission to provide healthcare for the community. There are also four members-at-large and two members of the hospital medical staff. Together, they choose a CEO who runs the day-to-day operations and serves as the board’s president.
The board’s responsibility was put best in an open letter by the members themselves, which was released earlier this month.
“Adena is not a publicly traded company beholden to shareholders and their demand for profits. Adena doesn’t report to individuals working in skyscrapers miles and miles away,” the letter read. “Adena is held accountable by the people next to you and me, the people you see walking around town or in the stands at your high school sports event. A group of 15 people from our community governs the strategic direction of our region’s only independent hospital system. In fact, eight of us on the board of trustees represent the churches that formed Adena in 1895.”
It went on to say, “when concerns are raised in the community about Adena, the board of trustees, on behalf of the community, reviews those matters. For more than a year, anonymous individuals on social media have made numerous claims about Adena and its business practices, which are inaccurate, at best, and false, at worst.”
However, under a newly-proposed plan that was discussed in a board meeting on Thursday, the way the hospital is governed could change.
A draft of a proposed plan that the Guardian received from a source closely connected to the board shows that a single person would essentially be at the helm of the decisions. In the outline released to the news outlet this week, the source provided the paperwork with the promise of confidentiality from the Guardian out of fear of retaliation and retribution. When asked why they were releasing the outline to the news media, the source said, “The staff and the community deserve to know what certain people are trying to do. For lack of better terms, a certain small group is trying to turn the hospital into a dictatorship masked as a non-profit, to bolter millions more in revenue in order to line their own pockets with hefty bonuses, or in the grand master scheme: a golden parachute for themselves when the hospital sells.”
It was not immediately made clear to the Guardian who put forth the new plan, or how it was received by the board on Thursday, however, the proposal — if adopted — would change the way the hospital is governed and does business.
The memo if adopted, which was titled, “Proposed Changes to System Governance” would replace the current “Community Hospital Governance” structure being used today with a “System Governance” model. What that means is best explained in the memo, itself.
Under the plan, it would, “Keep [the] current community hospital structure for [the hospital system] which is not in place today.” In addition, it would, “hire a president for [the health system] to be a direct connection to the Chillicothe community and [health] board.” As for the churches that oversee the hospital now, they would stay involved, but their voices would be weakened and their powers would become less with a single person speaking and voting for them.
“Community Church Corporate members will continue to provide representatives from their congregations to fill board seats at [the health system].[Hospital] board members will continue to participate as voting members on …. committees such as Finance, HR, Audit, Physician Compensation etc., as exists today. Members will provide recommendations to [the new] system board.”
The new plan says the hospital’s Chief Executive Officer, who is currently Jeff Graham, would be the director and would have a vote in all decisions, similar to what the makeup is today, and would oversee the new board. The memo did not go into detail on how the other board members would be chosen.
“A corporate pastor member from the original ….. structure will be selected to be the representative for all of the [churches] and will serve as a voting member on [the new board]. The [church member] selected will follow the same term limits as all trustees.” All fiduciary responsibilities would reside with the new board, according to the memo.
While the memo, itself, was very convoluted, one pastor who oversees a position on the board said he could not make “heads or tails” of the new proposal but the writing on the wall was clear.
“It’s basically a lot of legal jargon that sounds like a bunch of hocus pocus to get the current board members to rubber stamp and give more power to the current CEO. If this goes forward, it will fundamentally change what the hospital’s true mission was, forever, with no going back. It may remain a non-profit, but we can see where this train is headed and it’s being driven by a conductor who has only one stop in mind: the bank.”
The Guardian reached out to an Adena spokesman for clarification and comment on the proposed changes.
Jason Gilham, who is a spokesman for the organization, simply said, “We will not be providing response. Thanks.” [sic]
