History of the Hospital Merger

Events leading up to June 16 Vote on Merger by Local Council of Women

In 2006, Bloomington Hospital (BH) bought 85 acres of land at the intersection of Rts. 37 and 46. From Herald-Times articles on the purchase, it was unclear what the hospital would use the land for other than future expansion. Since then, the site has been variously referred to as the "North" or "New" campus. Hospital officials are quoted in HT articles as saying variously that a facilities use master plan would be forthcoming at the end of 2006 and then by spring 2008.

In early 2007, the BH began discussions about a merger with Clarian Health System (http://www.clarian.org/). These discussions were carried on in secret until November, 2007, when information was released to the HT (11-7-07). A week later, Bloomington Mayor Mark Kruzan wrote to the HT that he suspected that the merger, which would give the hospital access to $70 million, would lead to moving the hospital to the site outside Bloomington. Such a move, which would no doubt be followed by the relocation of many supporting doctors' offices and other businesses out to the new location, hurting Bloomington's economy.

In an article on 12-11-07, the HT noted that in order for the merger to take place, the Local Council of Women, a community organization that had built the current hospital and still played a crucial role in seeing that it remained a hospital that met the needs of our community, would have to revise its bylaws to permit the hospital to turn the hospital over to Clarian.

Only one public meeting was held on this issue. It was advertised in the HT on Sunday, May 11,2008, and took place the following evening. Attendance was low (75, including the 10 LCW board members plus several representatives of the hospital and its board, no doubt partly because of the scant publicity and because the only topic listed was the merger, not the move to a new location (HT 5-18-08).

Public interest was picking up, however. In March, 2008, LCW membership had shrunk to only 60 people due to a failure on the part of the organization to recruit new members or engage existing ones. It no longer held regular meetings, as it had in the past. No newsletter or phone number was published. After the November announcement about merger talks, LCW membership more than doubled, to 165, by May 18. Still, the May 18 HT article did not mention the link between the merger and the move. It did announce, however, that the LCW would meet to vote on the change of its bylaws on June 16.

Bloomington City Council President Susan Sandberg got wind of the possible link between the merger and move at a town-gown meeting on the Indiana University-Bloomington campus. She immediately invited the hospital, its board, and the LCW board to send a representative to speak with the Council at its June 4 meeting. Hospital CEO Mark Moore tried to put off the meeting until after the June 16 vote, but the Council insisted on June 4.

I attended the June 4 Council meeting and came away from the three-hour discussion believing that the hospital had not seriously considered staying at the current hospital site in Bloomington or the consequences of moving outside Bloomington. When hospital representatives understood how much opposition a move might provoke, they started making claims that a decision had not been made. Yet on June 11, Hospital board member Lea Jaffe wrote in an email, "There are several reasons it was felt that the current location could not serve future long term needs."

The City Council requested a 60-day delay of the LCW meeting in order for there to be more public education and discussion. This request was denied. The HT coverage of the Council meeting was the first to emphasize the possible move of the hospital, and people began to join the LCW in droves. Bloomington Hospital encouraged its employees to join, even collected membership applications and dues from them.

According the report of one LCW board member, the hospital and some LCW officers went into high gear to contain what might be heated debate at the meeting. BH hired a firm to audit the vote and an armed guard to make sure people wouldn't act up. Meeting rules were drawn up such that only hospital officials and LCW president Susan Wier would have access to microphones until after the vote. Others were to submit questions on small index cards which would be screened. Only questions about the merger were to be entertained. A packet of information was sent to members by the hospital (not the LCW) and the hospital inserted promotional materials into it that had not been authorized by the LCW board. These materials bore the logo of both the hospital and the LCW.

With membership rising to 167, the meeting was moved to the Bloomington Convention Center. Hospital employees identifying themselves as LCW members called LCW members to inform them of the change of venue, but they also asked them how they intended to vote, offered to have someone from the hospital call them, and informed them that the meeting would have nothing to do with the hospital moving.

The June 16 LCW Meeting and Vote

Members of the LCW board only learned of the meeting rules just prior to the event, and approved them as people were arriving at the Convention Center. As members arrived, it soon became apparent that a large number worked for the hospital. In all, 552 people attended. 368 were needed approve the bylaws change.

During the meeting, a local attorney objected to the lack of discussion and pointed out that LCW bylaws guarantee members the right to discuss issues they are voting on. He was overruled by the hospital attorney and counsel hired by LCW.

There followed a long infomercial by LCW president Wier, hospital CEO Moore, and the heads of the hospital foundation and board of directors. Contrary to the expressed wishes of the LCW board, voting began before even questions were entertained. At the conclusion of the Q & A period, most people got up and voted at the back of the room, then left. There were 403 Yes votes, 149 No.

Events Following the Meeting

A few days after the June 16 meeting, LCW board member Chris Holly, who was deeply troubled by the way the meeting had been conducted, released a report detailing LCW and Bloomington Hospital actions up to and during the meeting. He alerted the LCW board that he was doing so.

On July 28, LCW president Susan Weir emailed board members that they would hold a special meeting on July 10, 2008 at 4:00 p.m. at First American Trust, 2599 W. Vernal Pike, Bloomington, IN. The purpose of the meeting, she said, is:

"To review board member's, Mr. Chris Holly, recent actions before, at, and
after the June 16, 2008 membership meeting to determine if such actions
constitute grounds for a vote of "no confidence," written LCW board
reprimand, immediate removal as a LCW board member, or "for cause" pursuant
to LCW bylaws and specifically Section 5.9 of the LCW bylaws, or other legal
grounds, and if Mr. Holly should be immediately be removed from the LCW
Board, sanctioned pursuant to LCW Bylaws, or if further sanction should be
sought legally or professionally."

Mr. Holly is a law student who will be taking the bar exam this summer. Ms. Weir seems to imply that the board may seek to sanction him in such a way that he would be prevented from being admitted to the Indiana bar.