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County, Vidant nix future UNC board picks

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The new Cancer Center at Vidant Medical Center. (Juliette Cooke/The Daily Reflector)

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By Ginger Livingston
The Daily Reflector

Friday, May 10, 2019

The UNC Board of Governors will no longer be involved in the selections of trustees for Vidant Medical Center’s governing board following action by Pitt County Board of Commissioners.

Commissioners last month unanimously approved five changes to the hospital’s articles of incorporation that give it and the hospital’s Board of Trustees control over who is appointed to that body.

The county had shared the duties with the UNC system’s governing body since the mid-1970s, when Vidant, then Pitt County Memorial Hospital, became the teaching hospital linked to East Carolina University’s Brody School of Medicine.

Board of Governor’s Chairman Harry Smith, a Pitt County resident, said the board was unaware Vidant and the county were making a change. He was not notified until April 24, two days after the commissioners approved the revisions.

“We would have welcomed a conversation about governance. I think it’s a fair conversation to have,” Smith said. “From our side, we are a bit stunned and shocked by the action of Mike Waldrum. To do this in the dark, I don’t think governing boards on that level should operate that way.

“I think the reason we weren’t engaged in the conversation is, if we would have been able to give the board, the commissioners the facts then they would not have supported this action,” Smith said.

Commissioners voted on the revisions on April 22 as part of their consent agenda, which allows them to vote on items without a staff presentation or discussion.

The amendments were brought to the board based on a verbal request from Waldrum, chief executive of the hospital’s parent company, Vidant Health, to Commissioner Beth Ward, the Board of Commissioners chairwoman, said Janis Gallagher, Pitt County attorney. Mary Beth Johnston, Vidant’s attorney, supplied the written amendments, Gallagher said.

The Board of Trustees oversees the finances, management, quality and compliance of Vidant Medical Center along with setting the facility’s strategic direction and mission. The hospital also advocate for the region’s health.

Under the new rules, the hospital’s board of trustees will consist of 20 members. Eleven, or 55 percent of the members, will be appointed by the Board of Commissioners. The remaining nine, or 45 percent, will be appointed by the Board of Trustees and selected from a slate of candidates nominated by the Board of Directors of University Health Systems of Eastern Carolina, now known as Vidant Health. Of the nine members, two will live outside Pitt County and two shall be “leadership positions” at East Carolina University. Among the commissioners’ appointees must be a doctor who lives in Pitt County and who is an active member of the hospital’s medical staff.

The Pitt County Board of Commissioners has the majority of appointments because the county owned the hospital but turned its governance over to the not-for-profit in 1998.

The change strips the UNC Board of Governors of any role in selecting the hospital’s governing board.

Amended articles of incorporation filed with the Secretary of State’s office on Feb. 10, 1976, are the first to give UNC’s governing body a role in selecting the hospital’s trustees. At that time, the hospital board had 35 seats and the UNC board nominated 14 members, with the county commissioners giving final approval.

Waldrum declined an interview request but provided a written comment. It did not address why the change was requested.

“The Vidant Medical Center board is responsible for making important health care decisions on behalf of the people of eastern North Carolina,” he said. “Importantly, every member of the Pitt County commissioners, Vidant Medical Center board and the Vidant Health Board agreed to change how we appoint board members through the appropriate and formal process.”

Waldrum’s statement said the new structure strengthens its relationship with ECU by ensuring two members must be leaders at the university.

Smith said while he doesn’t know why Waldrum pursued the change in the governance structure, but it followed a dispute that arose over several upcoming appointments the Board was Governors was suppose to make.

Smith said Vidant recommended several individuals.

“We communicated with them and told them we had people we were looking at that were outside of their picks,” Smith said. “We were in the process of looking at the skillsets that we felt like we needed, because those are our picks and our picks are to protect the Brody School of Medicine.”

Smith said Vidant was “putting a lot of pressure on to get the picks they wanted.”

“From my personal perspective, he was concerned about us making picks that were not the picks he personally wanted,” Smith said. “I could be wrong about that, but I am not the only one who feels that way. But I could be wrong about that. At the end of the day those are our picks and that’s why we have them.”

The existing UNC appointees will remain on the board until their terms expire.

“We are confident these decisions are in the best interest of the communities we are proud to serve and support our mission to improve the health and well-being of eastern North Carolina,” Waldrum’s statement said. “We are confident the Pitt County commissioners and the Vidant Medical Center board will appoint the right people who care deeply about this region.”

Contact Ginger Livingston at glivingston@reflector.com or 252-329-9570.

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