Some time ago, Bishop Libasci requested my opinion on the pending acquisition of Catholic Medical Center by Dartmouth Hitchcock Health. Today, I am releasing the letter I sent to Bishop Libasci regarding the matter. As it has been submitted to the Office of the Attorney General as public comment on the acquisition, it is now public record. Bishop Libasci was told I would be submitting the letter to the AG’s office and invited to discuss the contents prior to public release. In short, this proposal is no better than the one I vigorously opposed from the pages of the Manchester Express some 12 years ago. CMC will be taken over by an entity that is not only not Catholic, but one that has shown sustained animus to the Catholic ethic in healthcare. CMC will clearly be subordinate to the larger organization and will not have a free hand to operate as it sees fit. The details are below.
October 5, 2021
The Most Reverend Peter A. Libasci
Bishop of Manchester
c/o Diocese of Manchester
153 Ash St. Delivered in Hand
Manchester, NH 03104
RE: Acquisition of CMC by Dartmouth Hitchcock Health
Your Excellency:
Before the business at hand, allow me to share that while we always pray for you and our priests, my family and I are especially praying for you and all our priests in light of the recent news. Truth and healing are the focus of our prayers, as is protection and restoration of the innocent.
As to the matter at hand, I specifically chose the word “acquisition” because, in reviewing the documents, that is functionally the outcome of this proposal. For all the explanations given, I see little difference between this transaction and the one ten years ago. I also read, with great disbelief, the assertions that, culturally, CMC and DHH are much the same.
Appended to this letter is a series of links demonstrating that DHH is extreme, very extreme on the matter of abortion. While I appreciate the effort to separate CMC from anything “objectionable” to Catholic moral teaching, there is no separating CMC from the corporate entity that not only holds, but also aggressively advocates extreme pro-abortion views. Moreover, they train their doctors in these procedures on a breathtaking scale, one that, as I understand it, has residents doing a year of their training at CMC. By allowing doctors trained to do abortions to serve a year of residency at CMC, CMC is facilitating the work they ultimately will do. This is material cooperation with an intrinsic evil and morally unacceptable.
It is also worth noting that any space shared by the two organizations, such as the Notre Dame Pavilion, are not bound by the Ethical and Religious Directives of the Catholic Church. CMC can no more wash its hands of what DHH does in any “affiliated space” than can Pontius Pilot.
Given DHH’s constant advocacy before the legislature on matters of Life and health care that are directly opposed to Catholic moral teaching, the best that can be hoped for is CMC’s participation to advocate the Catholic point of view. Ultimately, this means the organization might have two points of view before the legislature, making one question how both can be held by the same organization, an organization which clearly establishes DHH as the primary and overriding superior partner, as was the case in the prior attempt to “affiliate with” or otherwise seize control of CMC.
In reflecting upon this arrangement, I remembered a line from the movie The Scarlet and the Black about the Nazi’s painting a white line on the roads encircling the Vatican, presumably to keep the Gestapo out of Vatican City. The response was that the line was a warning to Vatican City, especially Monseigneur O’Flaherty, to stay within the lines. Expect Dartmouth to require CMC to stay within its policy lines.
As evidence of this subjugation of CMC in the corporate arrangement, I simply refer you to the document itself which holds as follows:
- DHH remains the sole corporate member of itself and becomes the sole corporate member of Monadnock Community Hospital (MCH) and Huggins Hospital (HH), currently owned by GraniteOne Health (GOH).
- DHH becomes a full and equal co-member with CMCHS of CMC and all of CMCHS’ subsidiaries.
- GraniteOne Health is terminated
Ownership and control of every entity in the system is locked in by how the document structures the new DHHGO board as well as the board and leadership of every subsidiary in the organization. From the document:
- Of the newly created 15 member DHHGO board, 2 will be ex-officio members from DHH, 7 will be named by the DHH board, 1 will be an ex-officio member from GOH and 5 will be named by the GOH board. Of 15 members, 9 will be from DHH and 6 will be from GOH. This “combination” puts DHH in a superior position on the governing board.
- Curiously, the document requires any member of the DHHGO board who is also a trustee of CMC or CMCHS to object to any decision “regarding the implementation or continuation of any procedures that are not consistent with Catholic moral teaching and the ERDs”. In other words, their objection will be noted for the record but DHH’s numerical advantage on the DHHGO board will all but ensure the objected to position will prevail. On a functional and practical level, this makes CMC complicit in the objectionable works of DHHGO.
- The governing structure also enables, if not requires, DHH to exercise its numerical majority to influence the makeup of the DHHGO system board. Since all nominees to the system board must be elected by the system board, including those representing GOH, one has to concede the strong possibility exists that DHH’s representatives will only vote for those who are sympathetic to its desires.
- With respect to the board’s governing what are currently GOH holdings, CMC, CMCHS, HH and MCH, Dartmouth will directly and indirectly determine the membership of the boards:
- The System Board must approve the number of people who will serve on each board, including ex-officio positions and will directly appoint 1/3 of the trustees of HH and MCH.
- “Up to one-third (1/3) of the Member Boards of CMC and each of the CMCHS Subsidiaries will be nominated by the System Board and appointed by CMCHS and the Bishop.”
- “The remaining two-thirds (2/3) of the Member Boards will be comprised of ex- officio positions and individuals nominated by the Member Boards and approved under the System Board Reserved Powers…The Member Board Nominees of HH and MCH will be elected by the D-HH GO acting through the System Board, and the Member Board Nominees of CMC will be appointed by CMCHS.”
- The Member Leadership Council provides similar numerical advantages to DHH at the expense of current GOH holdings. Given its role in financial planning, budgeting, operations, clinical matters and governance, this is not to be overlooked, despite its “advisory” role.
- The System Board “will hold certain powers reserved to it as the corporate member of HH and MCH and will share certain powers reserved to it with the co-Member, CMCHS, with respect to CMC and the CMCHS Subsidiaries only, so that the System Board can serve as the coordinator and steward of the System…”
- This section goes on to demonstrate that HH and MCH will no longer be independent entities but will be entirely under the control of DHH.
- The document provides the System Board will have approval authority over the following regarding CMC and CMCHS Subsidiaries.
- Nominees to the CMC and CMCHS Subsidiaries Boards of Trustees. (The System Board can veto nominees and require new nominees be presented.)
- Operating and Capital Budgets
- Indebtedness
- Disposition of Assets
- Auditing Firm
- Clinical Service or Programs
- Academic and Research matters
- Exercise of CMC and CMCHS Subsidiary Reserved Powers
- Strategic Plans
- Key Strategic Relationships
- Merger/Change of Control; Divestiture
- Bankruptcy; Closure; Dissolution.
- The document also provides the System Board with the “right” to initiate certain actions by CMC and the CMCHS Subsidiaries, including:
- Removal of Member Board Trustees “if the System Board determines, in its reasonable good faith discretion, that such removal is in the best interests of the System.”
- “the system Board will retain sole authority to evaluate and compensate the President and Chief Executive Officer of CMC and any President and Chief Executive Officer of a CMCHS Subsidiary.”
- “The system Board also may initiate the hiring or termination of the CMC CEO or any CMCHS Subsidiary CEO, which hiring or termination must be approved by CMCHS, which approval will not be withheld unless the proposed removal would jeopardize adherence by the CMC Board of the CMCHS Subsidiary Board, as applicable, with Catholic moral teaching, the ERDs and Cannon Law.” (Why or how would such a personnel decision be explicitly subject to these exceptions?)
- CMC and CMCHS Subsidiaries are required, “in the best interest of the System” to participate in System-wide strategies, delivery networks, products and other similar initiatives consistent with the System strategic plans, subject to the ERDs and Cannon Law. (Reminder, the System Board’s make up heavily favors the DHH point of view, having an insurmountable numerical majority.)
- Participation in System Programs and Initiatives
- Changes in Clinical Services
- In summary, there’s very little that CMC/CMCHS can do to stop DHH from making substantial changes to their offerings or operations, underscoring the point that this is an acquisition, not a combination of equals.
There appears to be a very concerning conflict regarding the ability of CMC/CMCHS to stop DHH even when the ERDs, Cannon Law or Catholic Moral Teaching is involved. Section 3.4.3 states:
“In addition to the powers reserved to CMCHS as described in Section 3.4.2. above, CMCHS will continue to have the sole authority to approve any proposed change to the philosophy, objectives or purposes of CMC and its subsidiaries or of the CMCHS Subsidiaries and their subsidiaries, and any change to its ethical religious standards. No action that could impact CMC’s name or the Catholic identify of, or compliance with Catholic moral teaching, the ERDS and Cannon Law by, CMC and the CMCHS Subsidiaries may be taken without the prior approval of CMCHS.
Section 3.4.2 (b)(v) states as follows:
“The System Board also will give the CMC Board and the CMCHS Subsidiary Board, as applicable, an opportunity to address the proposed change and to provide any additional information, and will consider input from the CMC Board or any CMCHS Subsidiary Board, as applicable, in good faith. After completion of the evaluation process and and consistent with Section 5.3.3 below, CMC and the CMCHS Subsidiary Boards agree to implement the clinical changes required by the System Board in accordance with a mutually-agreed upon schedule.”
Section 5.3.3 pertains to Continuation of Services. Those that may be impacted by the ERDs, Catholic moral teaching or Cannon Law appear to be off the table. However, Services, such as the New England Heart and Vascular Institute, appear to be at risk. Section 5.3.3(b) says the NEHVI can’t be relocated, reduced or eliminated “without the prior approval of the CMC Board, in its discretion.” With 1/3 of the CMC board appointed directly by the System Board, the remaining 2/3rds of the membership subject to approval by the System Board and the System Board’s ability to remove board members “if the System Board determines, in its reasonable good faith discretion, that such removal is in the best interests of the System” it’s not hard to envision a scenario where it, or other vital core services, could be removed from CMC.
Summary and Conclusion
As with prior “affiliation” attempts, the governing structure of the current proposal simply creates DHH as the hegemonic power of the combined entity. By virtue of its numerical superiority on the System Board, its substantial direct representation on all subsidiary boards and its approval of all other members of all subsidiary boards, the governing structure demonstrates this is an acquisition of Granite One Health by Dartmouth Hitchcock Health. It’s a take-over of one system by another.
Such operational and financial integration of CMC/CMCHS into a system where it cannot stop or prevent practices that are abhorrent to Catholic moral teaching, the ERDs or Cannon Law makes it complicit in those practices regardless of whether or not they happen within the four walls of CMC/CMCHS. As an integrated subsidiary, they will contribute to the overall financial and operational wellbeing of the greater entity, thus enabling unacceptable practices.
CMC becomes part of a larger organization that has repeatedly demonstrated its opposition, if not hostility, to the very essence of Catholic healthcare on the essential questions of Life: Abortion, euthanasia and what constitutes ethical treatment in a variety of cases. Culturally, these organizations are as different as the governing arrangement is lopsided.
The “protections” of CMC/CMCHS’ catholicly confine its mission to those locations and prevent them from being adopted elsewhere in the system. This is hardly in keeping with Catholic teaching and, again, reminds me of Msgr. O’Flaherty’s observation of the Nazis painting a line around the Vatican to advise it where not to go. Moreover, the governing structure, as explained herein using the document itself, gives DHH, via the System Board, tremendous leverage over CMC/CMCHS in meaningful ways, including, but not limited to, budgets and operations. CMC/CMCHS can do nothing without the System Board’s approval. They don’t even have the ability to hire their own President/CEO.
The ethical analysis provided as part of this process is flawed. If CMC/CMCHS is knowingly part of a system that advocates and provides for morally unacceptable services and knows it will be outvoted on every issue that is contrary to Catholic moral teaching, the ERDs or Cannon Law, how can one say it is a morally acceptable combination when its participation and the governing structure is designed to advance the cause and financial wel being of the parent organization? Saying “it won’t happen within these four walls” is a cop out, especially given what the document won’t allow those four walls to protect against The governing structure establishes the primacy of the operational, financial and clinical wellbeing of the integrated system. Therefore, CMC/CMCHS will be DIRECTLY involved in supporting practices that are abhorrent to Catholic moral teaching, the ERDs and Cannon Law. It simply looks like the National Catholic Bioethics Center did little more than provide the cover its paymasters were looking for to proceed with this acquisition.
The governing structure also seems to violate the provisions of the CMC “Special” Board actions of February 9, 1999, taken after the failed acquisition of CMC by the Elliot Hospital via Optima Health, which reads in part:
Any affiliation should attempt to preserve the local control over the management and governance structure for CMC in the Greater Manchester community…The governance model to be adopted for any future affiliation, to the extent possible, must enable CMC to operate independently and consistently with its mission in a concrete and not simply in a theoretical way. Accordingly, CMC and any affiliated institution should retain separate and independent hospital governing boards with the charge of maintaining the institution’s identity and charitable mission. In addition to the establishment of independent boards, each institution must be represented on a day to day level by a hands on management team which reports directly to the respective hospital board. Each management team should oversee the services delivered at the respective hospital site, with a chief executive officer hired by the hospital board and responsible for directing the management team charged with delivering clinical services at the respective hospital.
It would appear as if the governing structure, where the System Board directly appoints 1/3 of CMC’s board, must approve the other 2/3rds of the members and has direct authority to hire and fire the CMC/CMCHS CEOs, violates these provisions. I have appended this document for your review.
Bishop Libasci, it appears as if you are the third consecutive bishop to be deceived by those who would either surrender or take by deception Catholic Medical Center. I urge you to withdraw your support for this acquisition for the reasons listed above, among many others, which I would be happy to discuss.
Thank you for asking my opinion. Please forgive the delay in presenting it to you.
Very truly yours,
Richard H. Girard
Appendix A:
Read about it at https://www.vnews.com/Upper-Valley-health-care-professionals-protest-abortion-ban-40980320
The Ryan Residency abortion training program is offered at Dartmouth Hitchcock as documented here: https://gme.dartmouth-hitchcock.org/obgyn/program_highlights.html
The Ryan Residency training program trains ob/gyn students in all types of abortion including late term abortion. It also teaches pro-abortion political advocacy.
Here is a capture of the Ryan Residency curriculum from 2017: https://web.archive.org/web/20170226044317/http://ryanprogram.org/sites/default/files/Ryan%20Program%20Milestones.pdf
The Ryan Residency training program is based out of the University of California San Francisco which has been performing horrific fetal tissue research, including creating humanized mice as documented here: https://www.cnsnews.com/news/article/terence-p-jeffrey/hhs-extends-contract-make-humanized-mice-aborted-baby-parts-another
There is a Ryan Residency training program at University of Pittsburgh. David Daleiden recently released a video about ghoulish experiments being performed on late-term aborted babies at the University of Pittsburgh. Watch it at https://youtu.be/c-JUzqswKZs.
Several Dartmouth-Hitchock staff testified against the 24-week abortion ban bill and the born alive bill this year. Watch their testimony here: https://youtu.be/8OrVRBWNENo
https://leavenfortheloaf.com/senate-born-alive-hearing-february-4
Excellent analysis by Mr. Girard. Bishop Libasci needs to halt this atrocity immediately.
Thank you!
Great analysis and excellent points raised by Mr. Girard. We can’t lose our institutions that set standards for Catholic Healthcare to systems that promote the culture of death. Bishop Libasci must intervene and stop this train in it’s tracks.
Thank you!