The University of Nebraska Board of Regents announces it has replaced the "Nebraska Medicine" Board of Directors over actions involving the deal in which the Regents bought the Clarkson Regional Health Services' stake in "Nebraska Medicine." The transaction gives the Board of Regents full control over "Nebraska Medicine." The Regents have installed an interim board and issued the following statement Thursday morning:
"Nebraska Medicine was created in 2016 by the University of Nebraska and Clarkson Regional Health Services as a 501(c)(3) not for profit public serving academic medical center. The purpose of Nebraska Medicine has always been to benefit the health of individuals and communities under the governance of both the University and Clarkson Regional Health Services, performing functions on behalf of its two members.
Nonprofit corporations are governed by Articles of Incorporation, which are essentially the Constitution of a corporation. The Articles of Incorporation for Nebraska Medicine state that it is to “support and operate for the benefit of” its members, meaning both the University of Nebraska and Clarkson.
The University of Nebraska Board of Regents and Clarkson Regional Health Services Board have serious concerns about recent actions and behavior by the Nebraska Medicine Board of Directors, including actions that have threatened critically important mission driven strategic initiatives. These actions are currently under investigation by the State of Nebraska Attorney General. In addition, in an extraordinary action the Nebraska Medicine Board has filed legal action against its two owners.
Because of these actions, consistent with Nebraska law and current Nebraska Medicine governance requirements, the University of Nebraska Board of Regents and Clarkson Regional Health Services in their capacity as the two owners and responsible members of Nebraska Medicine, have elected to reconstitute their Board of Directors. To formalize this action, today the University of Nebraska Board of Regents and Clarkson Regional Health Services Board have filed articles of incorporation amendments with the Nebraska Secretary of State, and these amendments have been accepted by the Secretary’s office. Effective immediately, the members of the Board of Directors of Nebraska Medicine will be:
VOTING MEMBERS:
- Dele Davies, MD, Interim Chancellor of the University of Nebraska Medical Center
- William Lydiatt, MD, CEO, Clarkson Regional Health Services
- Stephanie Moline, Current Board Member of Clarkson Regional Health Services
- Jeffrey Gold, MD, President, University of Nebraska System
EX OFFICIO MEMBERS:
- Dean, College of Medicine, University of Nebraska Medical Center
- Chief of Staff of The Nebraska Medical Center medical staff
-Chief Nursing Officer, Nebraska Medicine
- Chair of Surgery of the College of Medicine of the University of Nebraska Medical Center
It is important to note that this board is an interim “representative” Board comprised of seasoned health care executives, six physicians and leading community members. As stated previously, Nebraska Medicine will have its own physician led board and governance structure once this transaction is closed. This future governance structure is consistent with past practice with Nebraska Medicine and carefully defined nationally accepted best practices.
The decision to reconstitute the Nebraska Medicine Board was made following a careful review of current circumstances, Nebraska Medicine’s governing documents and applicable law. While it was the original intent of both the University Board of Regents and the Clarkson Regional Health Services Board to complete their transformative transaction without making any changes to former Nebraska Medicine’s Board, they have since determined that this action was necessary to protect the organization’s reputation, stability, and future, and to ensure it can continue to fulfill its charitable mission effectively long into the future. The newly formed interim Board will assume the governance oversight of Nebraska Medicine, while the management will continue to lead day-to-day operations of the truly world class academic medical center. The University and Clarkson have confidence in the leadership team and the excellent staff’s ability to continue to provide the same high-quality care that patients of Nebraska Medicine have come to expect."
(Picture from University of Nebraska)