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Hospital Governance, Process for Openness and Public Participation
Description 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. Discussions relating to strategic issues at the hospital and in the community provide an opportunity for increased understanding and valuable public input of and in the hospital's planning efforts.
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 the 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
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