Frequently Asked Questions
Probate Court and New Hampshire Supreme Court Filings - posted June 21, 2010
Questions related to the filing of the amended documents - posted Jan. 22, 2010
Reasons for the affiliation
Details of the affiliation process
Community support and involvement
Governance structure
Financial implications
Decision-making process
Impact on ethical and religious directives
How this is different from Optima
Share your comments
Questions Related to Probate and Supreme Court Filings - June 21, 2010
Q: What filings were made on June 21st in regard to the proposed affiliation?
A: Dartmouth-Hitchcock Health and CMC Healthcare System made two filings on June 21, 2010 with regard to their proposed affiliation and the report by the New Hampshire Attorney General issued on May 21st.
- A Petition in the Hillsborough County Probate Court responding to the Attorney General’s request that Dartmouth-Hitchcock Health and Catholic Medical Center seek that Court’s approval for the proposed affiliation.
- A New Hampshire Supreme Court filing appealing the Attorney General’s objections of May 21st and asking for the objections to be reversed. This filing is being made today to meet a Supreme Court deadline for appeals and will be suspended during the Probate Court proceedings.
Q: Why are you filing in both the Probate Court and in the New Hampshire Supreme Court?
A:The Probate Court filing is our legal path to respond to the Attorney General’s request that Dartmouth-Hitchcock Health and Catholic Medical Center seek that Court’s approval for the proposed affiliation. Our filing with the Supreme Court was made today to meet a deadline for appeals; it ensures that we have the right of appeal pending the outcome of the Probate Court proceedings. The Supreme Court process will be suspended, however, until the Probate Court issues its ruling.
Q: Now that these filings have taken place, what are the next steps as they relate to approval processes?
A: In addition to the Probate Court proceedings, approvals are outstanding and required from the Internal Revenue Service, the Federal Trade Commission and the New Hampshire Consumer Protection and Antitrust Bureau, as well as final approval from the Bishop of Manchester. Both of our respective organizations have sought to answer every question openly and transparently throughout the regulatory process to date, and we will continue to do so as we move through the next stages of the process.
Questions Related to the Filing of the Amended Documents - Jan. 22, 2010
Q: Can you give specific examples of where the affiliation documents were amended?
A: Some specific changes that are a result of this process relate to patient choice, CMC mission/identity, ERDs, financial concerns, and avoiding mistakes of Optima. A group of joint trustees from both organizations reviewed and evaluated the community input and feedback and made considerate and meaningful edits to the documents for final approval by both boards. See a full compilation of Responses to Concerns Raised During Public Input Period. Examples include but are not limited to:
- Patient Choice Prevails: [N]othing in this Agreement will be construed to restrict or prevent any DHC Provider from honoring the choice of any patient regarding the receipt of health care services at facilities or from providers not affiliated with CMCHS or the Manchester System Members. (Exhibit A, Amendments to DHC-Manchester Services Agreement, (d))
- CMC Mission/Identity: CMC will remain a Catholic hospital and the care provided to patients within CMC will be consistent with the requirements of the ERDs. (First Amendment, page 2, 1(a), addition to Section 2.5)
- Ethical and Religious Directives: The Roman Catholic Bishop of Manchester, New Hampshire, or in the event of the death, retirement, resignation or incapacity of the person who holds the office of the Roman Catholic Bishop of Manchester, New Hampshire, the duly-appointed Diocesan Administrator until such time as a successor has been duly-installed or the Bishop is able to resume his duties. (Change to definition of the "Bishop" in the Definitions section of the Original Agreement).
The Parties acknowledge and agree that, consistent with the ERDs, CMC and other health care providers within the Manchester System will honor and abide by any legally-valid advance directives of its patients.” (First Amendment, page 4, 5., Section 3.9.6) - Financial concerns: If the DHH Board does not approve any annual or revised operating or capital budgets, the entire such budget will be returned for reconsideration and resubmission by the CMCHS Board. It is the Parties' understanding that the DHH Board will not have a "line item veto" over any annual or revised operating or capital budgets of CMCHS." (First Amendment, page 4, 4(b), Section 3.9.2.2)
- Avoiding mistakes of Optima: Both Catholic Medical Center and Dartmouth-Hitchcock remain committed to avoiding mistakes of the past. For more than eight months we have been in communication with multiple federal and state regulatory agencies, keeping them briefed and updated as to our steps and progress. We held three community forums, created a joint website for all the documents to be posted and commented on by the public and embarked on an extensive speakers’ bureau to ensure all interested persons had an opportunity to provide input and feedback. We have sought guidance and input from attorneys, canon lawyers, ethicists and the community-at-large. Additionally, we keep the Office of the Bishop of Manchester informed. For more information, see the FAQ How is this different than Optima?
Q: Have the Bishop’s reserved powers been impacted?
A: Yes, the Parties have agreed that the Bishop will have the reserved power to approve the appointment and removal of all CMCHS trustees (not just CMC-affiliated Trustees on the CMCHS Board) concurrent with DHH’s reserved powers. In addition, the Parties have agreed to clarify and strengthen the Bishop's ability to enforce his rights as a third party beneficiary of the Affiliation Agreement, with CMCHS agreeing to indemnify him if he has to enforce his rights.
Q: Within both organizations who was responsible for the review of the final proposed affiliation documents and what was their process?
A: A working group of joint trustees and senior management from DHH and CMCHS reviewed and considered the community input. They also consulted with professionals who provided advice regarding the proposed changes, recommended specific language and evaluated the documents in the context of the proposed changes. Amendments to the originally filed affiliation documents were then adopted by the respective Boards and filed with the Attorney General’s office on Thursday, January 21, 2010.
Q:What was your process for capturing the community input?
A: Representative Trustees and Board members from both organizations attended each community forum. Additionally, representatives from the Diocese were in attendance. All community forums were videotaped and summary transcripts were prepared and provided to every Trustee or Board member. Members of the communication and legal teams reviewed and watched each DVD to capture the salient points of the community forums. Website comments were captured and categorized as well. A summary of concerns raised by the public was then created that identifies the concern, the section of the Affiliation Agreement or the Amended and Restated Professional Services Agreement which pertains to the concern, and the parties’ response as to how the concern is addressed (see Responses to Concerns Raised During Public Input Period.)
Q: At the third community forum, a canon lawyer testified that CMC was in violation of canon law? Was he correct?
A: CMC has consulted with a canon attorney and verified that CMC is compliant with all canon law relevant to the hospital.
Q: What is the status of 4th ethicist opinion that has been spoken of that will be released to the public?
A: Catholic Medical Center hired an ethicist to conduct an independent review of the proposed affiliation documents in their amended format. This review is being included in the package to the Attorney General’s office, Director of Charitable Trust and is now available to the public through this website on the Moral Analysis page. Additionally, printed copies are available by referring to the Affiliation Document Postings and Placement which lists locations these documents are available for public viewing.
Q: How have the missions of either or both organizations been changed through this process and through the amended documents?
A: No changes have been made to either organization’s mission. Both organizations believe that through collaboration and increased integration they can further their existing charitable missions for the betterment of the community-at-large.
Q: How do the amended documents address the concerns of those who believe that the ERDs will be violated?
A: At all times, Catholic Medical Center and its subsidiaries abide by the Ethical and Religious Directives set by the United States Conference of Catholic Bishops. This will not change. Some examples where language was strengthened are:
"The Parties acknowledge and agree that, consistent with the ERDs, CMC and other health care providers within the Manchester System will honor and abide by any legally-valid advance directives of its patients." (First Amendment, page 4, 5., Section 3.9.6)
Language has been added to expand the definition of the "Bishop" to include a Diocesan Administrator who is appointed to act on behalf of the Bishop when the Bishop is unable to perform his duties, has retired or is deceased: The Roman Catholic Bishop of Manchester, New Hampshire, or in the event of the death, retirement, resignation or incapacity of the person who holds the office of the Roman Catholic Bishop of Manchester, New Hampshire, the duly-appointed Diocesan Administrator until such time as a successor has been duly-installed or the Bishop is able to resume his duties." (Change to definition of the "Bishop" in the Definitions section of the Original Agreement)
Q: What is the Office of the Bishop of Manchester’s role in the oversight of the ERDs?
A: It is the role and responsibility of the Office of the Bishop of Manchester to have oversight of the ERDs and their compliance. The Office of the Bishop is represented by a Bishop’s delegate who sits on the Board. Additionally, other members of the clergy and Diocesan Administrative staff sit on key committees of the hospital including mission integration and effectiveness and ethics. It is the role and responsibility of the President and CEO of CMC to be responsive and cooperative to the Office of the Bishop upon request.
Q: What is the process if an ERD is violated?
A: Providers practicing at CMC sign documentation that clearly states that violating the ERDs could result in a loss of privileges at CMC. If an ERD were reported to be violated there would be a thorough and swift review conducted by the Chief Medical Officer at CMC who would bring his or her findings to CMC's President and CEO who would subsequently report it to the Office of the Bishop. A number of disciplinary actions are available under such circumstances.
Q: How do you address the critics who say this deal is really just a takeover and CMC loses control?
A: Under the Affiliation Agreement, DHH will have limited reserved powers, many of which will be shared with the Bishop. CMCHS will have local-decision making authority and oversight of its clinical and administrative services. For example, Section 1.5 of the proposed Affiliation Agreement clearly outlines the need and importance of local decision-making. "The Parties envision that both the Manchester System and the Regional System will be dynamic networks rather than static, hierarchical structures. Because the missions of the Manchester System, the Regional System and their respective Provider Organizations focus on the provision of necessary and beneficial health care services to their communities, it is expected that most clinical and strategic planning initiatives and decisions will originate at the "local" level from the Provider Organizations which deliver the health care and have the most direct interaction with patients and community members. CMCHS, through the exercise of its reserved approval powers, will be responsible for assuring that these initiatives and decisions, and the activities of all Manchester Provider Organizations generally, are consistent with the broad goals and parameters established for the Manchester System."
Q: How do the amended documents address the concern that the affiliation will limit the scope of services that Dartmouth-Hitchcock provides?
A: Services currently performed by Dartmouth-Hitchcock Manchester physicians will continue to be provided. The vast majority of these services are consistent with the ERDs and will be included under the affiliation. Services that are not consistent with the ERDs will not be part of the affiliation.
Q: Isn't this all just about creating a billing opportunity which will increase the costs to the average consumer?
A: No. We believe that through better coordination and increased integration we can reduce the rate of cost growth over time. On the effective date, the parties will honor their current payor contracts.
Q: How will the current assets of both organizations be protected?
A: This relationship is governed exclusively by the Affiliation Agreement. Under the Affiliation Agreement, at no time, can CMC funds be used for anything contrary to the ERDs. Under the proposed documents, DHH does not have the unilateral power to exact contributions from CMCHS or to direct CMC to contribute to the system. Rather it may request such contribution if certain financial parameters are met, but the decision to grant the request will rest with the CMCHS Board which will continue to operate under a continuing fiduciary duty to act in the best interests of CMCHS. The Agreement will also make clear that the DHH Board will not have a "line item veto" over any annual or revised operating or capital budgets of CMCHS. Section 3.9.6 states, "Most of the significant clinical and other programmatic initiatives and development in Manchester will be identified by CMCHS management and its Board (or by the Manchester System Members. [D]HH will respect CMCHS's need to assure its continued authenticity as a Catholic healthcare system and provider through programs and services which are deemed to be 'mission critical'."
Q: Will there be a consolidation of work force if an agreement is approved?
A: No reduction in work force is anticipated as a result of the Affiliation. In fact, as both organizations work together to expand appropriate services in the community, there is an opportunity for new jobs to be created. Also, there will be no shift in employment base for either organization. Persons currently employed by CMCHS will continue to be employed by CMCHS and persons currently employed by Dartmouth-Hitchcock Clinic will continue to be employed by Dartmouth-Hitchcock Clinic.
Reasons for the Affiliation
Q: Over the past five years, Catholic Medical Center (CMC) and Dartmouth-Hitchcock Clinic have collaborated on several specific successful and efficient integrated healthcare patient services. How is this partnership different?
A: Most recently, in February 2008, Dartmouth-Hitchcock’s Norris Cotton Cancer Center at CMC opened, providing expanded chemotherapy and specialty cancer care to patients in southern New Hampshire. This follows more than five years of previous efforts principally with Dartmouth-Hitchcock Manchester that saw a contractual exchange of provider support in the areas of maternity services, cardiology, expanded primary care, pulmonary medicine, and 24/7 hospitalist coverage. All of these efforts have strengthened the collective ability to provide increased access and care options to the greater Manchester community.
The proposed affiliation creates an opportunity to enhance access to high quality patient care for the greater Manchester community. The benefits of such an affiliation include:
- An increased ability to address the primary care needs of the surrounding communities, including indigent care delivery
- The ability to expand and grow specialty care services, including bringing tertiary (sub-specialty) level care from Dartmouth-Hitchcock Clinic to Manchester
- Improved coordination of care across outpatient and inpatient settings
- The ability to recruit and retain hard to find sub-specialists
Details of the Affiliation Process
Q: What is the difference between filing a Letter of Intent and an Affiliation Agreement?
A: The Letter of Intent was a formal yet non-binding document that allowed both organizations to enter into a period of analysis and negotiation that was the basis for the terms set forth in the Affiliation Agreement. An Affiliation Agreement is a binding legal document filed with the state’s Attorney General’s Office as well as federal regulatory bodies that outlines the specifics of how the proposed affiliation would be managed and governed. It also reviews the charitable missions of both organizations to ensure both remain intact and relevant to the communities they serve. Upon receipt of regulatory approvals and the final approval of the parties’ boards and the Bishop, the transactions described in the Affiliation Agreement will be completed.
Q: What was the decision-making process that went into finalizing the proposed Affiliation Agreement?
A: Seven guiding principles have influenced the provisions of the proposed affiliation agreement. They are:
- Commitment to health care needs of the community
- Commitment to high quality, cost effective and efficient services through integration
- Furtherance of each organization’s charitable mission
- Promotion of collaborative and open relationships
- Adherence to the Ethical and Religious Directives for Catholic Health Care Services (ERDs)
- Compliance with applicable charitable and tax-exempt requirements
- Underlying principles of good health, access to health care, joint participation and the inherent worth and dignity of all people.
Leaders from both CMC Healthcare System and Dartmouth-Hitchcock Health that include senior management and representation of each Board and legal counsel have worked over the last several months to create an Affiliation Agreement that reflects the mission of both organizations using the guiding principles described above.
Q: What is the desired outcome? And when will there be a communication?
A: The desired outcome is to create an integrated healthcare delivery system that maximizes Manchester-based resources aimed at increasing access to enhanced quality patient care for the greater Manchester community. In order to accomplish this objective as fully as possible, the integration of CMC Healthcare System and its subsidiaries into a broader regional healthcare delivery system with Dartmouth-Hitchcock Health is part of this proposal.
A priority is to communicate our collective process and proposed outcomes to the community and key stakeholders, particularly those with a direct impact on patient care in Manchester, and to evaluate public comment regarding the proposed Affiliation.
Q: What if, during the due diligence process, either party withdraws their interest, what would happen?
A: Each organization will enter into the next phase of the process in good faith and with a mutual commitment to fulfilling the transaction, if possible. This commitment is based on open, transparent and frequent communication as well as the shared goal of creating an integrated healthcare delivery system that maximizes Manchester-based resources and increases access to enhanced quality patient care for the greater Manchester community. If due diligence reveals an insurmountable hurdle to completing the approval process, the Affiliation Agreement would terminate and the parties would continue their current activities unaffected.
Community support and involvement
Q: How have you engaged members of the community (including legislative, secular or non-secular) to help them understand the concept of this relationship?
A: Since announcing the proposed affiliation publically, representatives from Catholic Medical Center and Dartmouth-Hitchcock have held meetings with business organizations and leaders to provide them with an overview of the proposal, with several community members speaking out supportively on behalf of this proposed affiliation. In addition to the three community forums held during the public comment period, we continue to reach out to the community and will make ourselves available to meet with the community during this process.
Governance Structure
Q: How does the proposed structure work?
A: The structure involves the creation of the Manchester System and its integration into the Regional System. Under the proposed Manchester System (made up of CMCHS, CMC and CMCHS’ affiliate, Alliance Health Services), CMCHS will enter into an amended professional services agreement with Dartmouth-Hitchcock Clinic Manchester multi-specialty group physicians practicing at the DHC Wellington Road facility. The professional services agreement will be entered into with DHC through CMCHS’ affiliate, Alliance Health Services (AHS). The arrangement will also include a lease of the DHC facilities on Wellington Road as well as the lease of the professional services of the multi-specialty practice group of Dartmouth-Hitchcock Clinic Manchester. The Manchester System will at all times operate in a manner consistent with the charitable missions of both parties, including compliance with the Ethical and Religious Directives for Catholic Health Care Services (ERDs) and none of them will be required to take any action which may impair or jeopardize its tax-exempt or public charity status under federal income tax or charitable status under state law.
The Manchester System will integrate into the Regional System by having CMC Healthcare System affiliate directly with Dartmouth-Hitchcock Health, where DHH will become the sole member of CMCHS with limited reserved powers, some of which will be shared with the Bishop of Manchester, who will retain his current reserved powers over CMCHS.
Q: As part of the proposed structure, will CMC retain its current non-profit and charitable status?
A: Yes. Catholic Medical Center remains a non-profit, acute care community hospital with an “open-staff” and thus the Affiliation Agreement respects its ability to maintain multiple relationships including those with both employed physicians and private practice. Furthermore, any clinical and strategic planning initiatives and decisions will originate at a local level. Both organizations agree that decision-making and planning needs to be done at the local level where there is direct experience and interaction with the patient and community base that can be positively impacted.
Q: As part of the proposed structure, will DHC retain its current non-profit and charitable status?
A: Yes. DHC will remain an independent non-profit medical practice group organization. Most of the services of its Manchester-based physicians will be leased to the Manchester System through an amended professional services agreement with AHS. The articles of agreement and bylaws of AHS will be amended to reflect that AHS will be a multi-specialty group practice-oriented organization, and the parties contemplate requesting an IRS ruling that the Affiliation will not adversely affect the tax-exempt status of any of the parties, including DHC.
Q: How does the proposed Affiliation Agreement impact the articles of agreement and bylaws of CMC?
A: There will be minor changes to CMC’s articles of agreement or bylaws required by the Affiliation Agreement. Consequently, CMC will retain its Catholic identity and its non-profit status as an acute care community hospital. It will continue to be governed by a community-based Board. CMCHS, the parent company of CMC, will continue to serve as a public juridic person of diocesan right under canon law of the Roman Catholic Church and the Bishop will continue to retain certain reserved powers over CMCHS.
Q: Do you anticipate any filings with the Justice Department or Federal Trade Commission, to comply with national anti-trust laws such as the Hart-Scott-Rodino Antitrust Improvements Act?
A: Yes, these filings are a part of the regulatory approval process.
Q: As an outcome of the proposed Affiliation Agreement, what will happen to the charitable assets of CMC? How are these preserved and protected?
A: CMC’s assets will remain dedicated to benefit the community as defined by the charitable trust laws of the state of New Hampshire.
Q: Will each organization maintain its own identity? Or will there be a consolidation?
A: Under the proposed Affiliation Agreement, CMC and Dartmouth-Hitchcock Manchester will retain their respective identities: CMC as a community-based Catholic hospital and Dartmouth-Hitchcock Clinic Manchester as a not-for-profit large multispecialty group physician practice.
Q: Will either organization’s charitable mission be impacted?
A: Under the Affiliation Agreement, no party will be required to take any action which is materially inconsistent with its respective charitable mission. Fundamental to both organizations is the ability to serve and advance the healthcare needs of our respective communities through education, research and improvement of clinical practice. For CMCHS, the ability to continue to operate as a Catholic institution and abide by the ERDs as part of its charitable mission is respected and reserved under the Affiliation Agreement. For DHH, the Affiliation Agreement will not impair or restrict the manner in which the Dartmouth-Hitchcock Clinic physicians currently practice medicine in the Manchester and Bedford facilities.
Based on the experience of several past successful yet discrete collaborations over the past five years, representatives of both CMCHS and DHH believe that their shared experiences and respective corporate cultures will allow them greater ability to better serve the health care needs of the community while preserving their charitable missions. For instance, in 2005, Dartmouth-Hitchcock’s Norris Cotton Cancer opened at Dartmouth-Hitchcock Manchester to patients in Southern New Hampshire. In 2008, due to space constraints and the expansion of the cancer program, the Cancer Center moved into a state-of-the-art facility with hospital based services, at the Notre Dame Pavilion at CMC. And in 2006, cardiologists from the New England Heart Institute began providing cardiology support to both the Dartmouth-Hitchcock Manchester and Nashua sites.
Q: If CMC and Dartmouth-Hitchcock Manchester offer the same services, will there be a consolidation?
A: It is not the intention of the parties to consolidate existing clinical services. This arrangement will be about expanding and growing access to primary and specialty physician services in Manchester in conjunction with a first-class community hospital at CMC.
Q: What, if any, services will be expanded as a result of this partnership?
A: CMC and Dartmouth-Hitchcock Manchester will continue to identify and create programs and services to improve access to care, including the evaluation of primary, specialty and tertiary (sub-specialty) level care in order to more effectively impact the health of greater Manchester.
New specialty services that may be part of the affiliation agreement include, for instance, additional oncology services, neurology and transplant surgery services.
Q: Will Dartmouth-Hitchcock Manchester patients have a choice of where to seek hospitalized care?
A: Yes. Patients will always have a choice in their provider options.
Q: Will existing providers of either organization become employed by the other organization?
A: No. All CMC- or DH Manchester-employed physicians will continue to be employed under their respective organization’s identity and brand.
Q: How will the Board of Directors be selected and what percentage will each organization have on the Board?
A: The Catholic Medical Center Board of Directors will continue to be a community-based board appointed with the approval of the Bishop of Manchester and CMCHS. Under the Affiliation Agreement, the Board of CMCHS, as the Manchester System integrator, will consist of 60 percent CMC-affiliated members whose appointment will be approved by the Bishop of Manchester and 40 percent Dartmouth-Hitchcock Clinic-affiliated members, all of whom will be approved by Dartmouth-Hitchcock Health. At all times, the majority of the CMCHS Board will be comprised of CMC-affiliated members.
Q: Will residents from Dartmouth-Hitchcock Medical Center come to CMC to practice?
A: This is to be determined. There are currently medical students that rotate into the clinical practice of Dartmouth-Hitchcock Clinic Manchester. There may be discussions regarding the potential of establishing a teaching/academic component at CMC in the future but, in the near term, there are no plans to establish residents at CMC.
financial implications
Q: Is CMC buying out Dartmouth-Hitchcock Clinic?
A: No.
Q: Is Dartmouth-Hitchcock Clinic buying out CMC?
A: No.
Q: Dartmouth-Hitchcock Clinic operates on a fiscal year that starts October 1. CMC operates on a fiscal year calendar that starts July 1. Will the fiscal year calendar now change?
A: This is to be determined.
Q: Are there predicted financial savings to any kind of affiliation if approved?
A: During the next phase of the due diligence process, a potential for cost savings may be identified, but this is not a driving force behind the decision to pursue this relationship. The primary goal is to create an integrated healthcare delivery system that maximizes Manchester-based resources aimed at increasing access to enhanced quality patient care for the greater Manchester community.
Q: Will this result in a work force reduction?
A: No. There will be no reduction in work force. In fact, as both organizations work together to expand appropriate services in the community, there is an opportunity for new jobs to be created. Also, there will be no shift in employment base for either organization. Persons currently employed by CMC will continue to be employed by CMC and persons currently employed by Dartmouth-Hitchcock Clinic will continue to be employed by Dartmouth-Hitchcock Clinic.
Q: What makes this delivery system (business model) a financially solid arrangement?
A: There is a national trend of greater alignment between physician practices and community-based hospitals. Together, Dartmouth-Hitchcock Manchester and Catholic Medical Center are the largest providers of Medicaid, Medicare and charitable care in the state. They share a common vision and deep commitment to expand access to care—including specialty and sub-specialty care—to local communities where there is an unmet need, particularly to the poor and under-insured.
Q: What is the existing national/regional/local healthcare landscape, and are there any contributing factors that influence this relationship?
A: The two organizations share similar charitable missions to enhance the health status of individuals in the communities we respectfully serve to advance health care through education, research and the improvement of clinical practice.
The proposed affiliation takes a unique approach to carefully organize services and measure effectiveness to deliver the best care possible, without redundancy and waste. This approach is at the heart of the national healthcare debate and is an important next step in the respective organizations' combined efforts to improve convenient access to high-quality care in the region and to address unmet health needs throughout greater Manchester.
Q: What is the anticipated position of the insurance providers and other payors?
A: It is anticipated that through the proposed integrated delivery system, health care provided for people in New Hampshire will be maintained in New Hampshire and over time should reduce the need for citizens to have to seek care elsewhere in the region. Patients will not have to rely on out-of-state providers for clinical expertise for treatments such as robotics or oncology. We believe that insurance providers paying for services of New Hampshire residents will prefer the concept of in-state medical care.
Q: Who will have the oversight and management of the financial decisions?
A: The oversight and management for financial decisions will lie primarily with each organization’s governing boards and management teams but will be overseen and coordinated by CMCHS as the Manchester System integrator.
decision-making process
Q: How will decision-making, within each organization, be impacted?
A: Any clinical and strategic planning initiatives and decisions will originate at a local level. Both organizations agree that decision-making and planning needs to be done at the local level where there is direct experience and interaction with the patient and community base that can be positively impacted.
Q: Do these discussions include Dartmouth-Hitchcock Clinic practices in Concord, Nashua, and/or Keene?
A: The Dartmouth-Hitchcock Clinic practices in Concord, Nashua and Keene will not be made part of the Manchester System, but they will be included in the regional delivery system currently integrated by Dartmouth-Hitchcock Health.
Q: By announcing the Affiliation Agreement, is it business as usual or will items such as equipment purchases be entered into jointly?
A: Until an Affiliation Agreement is approved by state and federal authorities, and then the respective Boards and approving authorities and subsequently executed, it is business as usual. Both organizations remain committed to making access to high-quality patient care for the greater Manchester community a priority.
Impact on Ethical and Religious Directives
Q: What are CMCHS’ policies with regard to those issues that fall under the ethical tenets of the Catholic Church regarding hospital operations (e.g., terminations of pregnancy, scope of the policy as it relates to victims of rape or persons suffering extra uterine pregnancies, family planning counseling and elective sterilization procedures)?
A: Both a review of canon law and compliance with the Ethical and Religious Directives of the Roman Catholic Church are important parts of understanding the full relationship between both organizations. CMCHS and its affiliates will continue to comply with the canon law and the Ethical and Religious Directives of the Roman Catholic Church.
Q: Does Dartmouth-Hitchcock Manchester perform abortion services?
A: Pregnancy terminations are not performed at Dartmouth-Hitchcock’s Manchester and Bedford facilities in accordance with a long-standing practice. Clinical discussions about other procedures will continue to be made in the best interest of the patient, based on the unique medical needs of each patient’s case, and under a shared decision-making model that makes patients full partners in their healthcare decisions.
Q: What is the status of the review by the Bishop of Manchester?
A: The Affiliation Agreement will be reviewed and approved by the Bishop of Manchester. He has provided CMCHS with conditional approval to proceed with filing to the Attorney General’s Office.
How This Is different from Optima
Q: When CMC and Elliot joined to form Optima, several service lines were relocated to the Elliot Hospital campus. Will services performed at CMC be relocated to the Dartmouth-Hitchcock Clinic Wellington Road facility or to Lebanon?
A: No.
Q: Isn’t this just another Optima labeled a different way?
A: No. The Affiliation is an effort to more effectively coordinate hospital and physician services to the benefit of the community. Optima was a two-hospital merger in the same community.
This proposed affiliation is very different from the 1994 merger that created Optima Health. With anticipated broad support from the community, both institutions will retain their respective identities and any arrangement will focus on expanding access to specialty services, not duplicating existing services.
Some of the differences are the following:
- The Proposal is a “Holding Company Affiliation,” Not a Merger: Optima involved the dissolution of two hospital holding companies (Elliot Health Systems and Fidelity Health Alliance) and the creation of one merged holding company (Optima Health). The current CMCHS and DHH agreement will involve an affiliation through (a) a lease arrangement with shared governance in Manchester and (b) limited reserved powers held by DHH and shared with the Bishop at the regional level.
- No "Mirror Boards:" Following the Optima merger, the articles of agreement and bylaws of each CMC and Elliot were amended by substituting the Optima Board as the Board of Directors/Trustees for each CMC and Elliot. In effect, the same handful of citizens served as the fiduciaries of all three entities: Optima, CMC and Elliot. The governing boards of the entities involved in the Affiliation (CMCHS, DHH, CMC, MHMH and DHC) will all have distinct members on their respective Boards, allowing for the exercise of independent judgment and the discharge of their fiduciary duties of loyalty to their respective organizations. Any amendments to the articles and bylaws of CMCHS will require the approval of the Bishop as well as DHH, and a majority of the CMCHS Board will always be CMC-affiliated members whose election will be approved by the Bishop and DHH.
- Bishop Has Reserved Powers: Under Optima, the Bishop had no civil legal authority. Under the status quo and under the Affiliation, the Bishop has significant reserved powers of approval over a number of material decisions and actions undertaken by the CMCHS Board and the Manchester System. In addition, the Bishop retains a meaningful role in assuring compliance by CMCHS with the Ethical and Religious Directives for Catholic Health Care Services (ERDs).
- No Change in Charitable Mission: In its Optima Report, the Attorney General found that Optima effectively terminated "CMC's historical charitable mission as an acute care religious hospital by the removal of all acute care services from CMC and the conversion of CMC to a psychiatric and rehabilitation facility." Under the Affiliation, there will be no change in the charitable mission of any entity, and any such change to CMCHS, CMC or their affiliates would require the approval of the Bishop in addition to the CMCHS Board before applying to the Probate Court in order to deviate from the original mission.
- Local Decision-Making Retained: Optima effectively transferred pro-active decision-making authority to a centralized, regional company, Optima Healthcare, through a joint operating agreement. Under the Affiliation, decision-making will remain local subject only to certain enumerated limited reserved approval authority at the regional level to be exercised by DHH, and most concurrently with the Bishop.
- Optima Used Catholic Assets to Violate the ERDs: Optima misappropriated Catholic assets by consolidating certain CMC clinical services, such as maternity services, on the Elliot campus and used these consolidated assets to perform abortions and other procedures in violation of the ERDs. As a public juridic person of diocesan right, CMCHS is required to comply with the ERDs as well as canon law, subject to the review of the Bishop. All Catholic organizations within the Affiliation will be required to comply with the ERDs and canon law, and no Catholic assets can be used or deployed outside of the Manchester System unless approved by the CMCHS Board.
- Optima Failed to Involve the Public in Implementing Its Re-Organizational Proposals: In its Optima Report, the Attorney General faulted Optima for implementing proposals which altered the fundamental character and mission of CMC and misappropriating its charitable assets without involving the community and/or the Director of Charitable Trusts in its decision-making. CMCHS and DHH will seek regulatory approval of the Affiliation Agreement by the Director of Charitable Trusts under RSA 7:19-b, which requires his review and approval following public review and comment. Public review and comment will be solicited and considered through posting the Affiliation on the Internet and holding community forums in Manchester and Lebanon before the proposed Affiliation is finalized and implemented.
- Optima Officials Did Not Conduct Sufficient Ethical Due Diligence Prior to Consummating the Merger: In its Optima Report, the Attorney General faulted Optima for failing "to address the complex ethical issues raised by the merger of a religious and a secular hospital forthrightly, publicly and on the basis of accurate information regarding practices at both hospitals has led to the apparent compromise of the charitable identities and missions of both institutions. . ." Specifically, the Attorney General found: "Optima has not provided this office with documents or evidence which indicate that the historical applicability of the Ethical Directives at CMC was ever actively considered by its constituent boards in connection with the consolidation of acute care services at a single site. Indeed, this issue appears to have gone unaddressed until the 1996 controversy regarding the availability of certain abortion procedures at Elliot Hospital led to promulgation of a controversial policy regarding religious principles and abortion procedures." The Parties to this Affiliation Agreement have conducted a comprehensive evaluation of the ethical and religious issues impinged upon by the proposed Affiliation, and will continue to do so during the due diligence phase prior to consummating the Affiliation.
Share Your Comments
Q: How do I provide comments about the proposed affiliation?
A: Although the formal period of soliciting public input has come to an end, we continue to value your input regarding this proposed affiliation and we still welcome all comments and feedback. We ask you to submit any comments or questions in writing to either:
Raymond J. Bonito, Executive Vice President, Catholic Medical Center, 100 McGregor Street, Manchester, NH 03102, or
Jodi Stewart, Dartmouth-Hitchcock Manchester, 100 Hitchcock Way, Manchester, NH 03104
Please reference Details of the Affiliation Process for more information about the next steps in this process.
