WakeMed, Atrium leaders leave public in dark as they brief small groups of commissioners about proposed partnership

By Anne Blythe

Hours before several hundred people packed the pews of a southeast Raleigh church to air their concerns about a potential combination of WakeMed and Charlotte-based Atrium Health, the heads of the health care systems and their lawyers met privately with three Wake County commissioners.

WakeMed and Atrium leaders have been meeting with small groups of commissioners in private to share details of a controversial combining of forces.

The Wake board has scheduled a public hearing for Aug. 17.

That July 27 meeting was the first time any of the elected county board members had access to details of the working contract for what health system leaders are calling a “planned strategic combination.” The change would allow Atrium, the state’s largest health care provider, to have a heavy hand in oversight of WakeMed, an independent nonprofit 973-bed community-focused system with about 350,000 emergency visits a year.

Wake County board chairman Don Mial and commissioners Safiyah Jackson and Cheryl Stallings had an opportunity to see detailed documents and ask the lawyers questions about the proposal, Stallings told NC Health News later that day. One caveat, she said: They had to agree not to disclose specifics of what the health care systems had designated confidential proprietary information.

The four other county board members were not invited to the meeting that day. The short invitation list kept the number of commissioners in attendance below an official quorum — four of the seven commissioners — that would have triggered the state’s public notice requirements.

North Carolina’s open meetings law requires that all hearings, deliberations and voting of any unit of government — including county boards of commissioners — are conducted openly so the public can attend and observe official proceedings.

Commissioner Vickie Adamson was not on the exclusive list of board members who got to spend those hours with WakeMed President and CEO Donald Gintzig, Gene Woods, CEO of Atrium Health’s parent company Advocate, and the team of lawyers. 

Days before that, however, the three-term commissioner had been asked to attend the “Town Hall on the Future of WakeMed,” an event that evening at Saint Ambrose Episcopal Church organized by The Patients Union, a national organization that’s gaining a foothold in North Carolina.

The two meetings mirrored the broader community divide: Some key stakeholders were kept informed while others remained in the dark.

Divided pews

On one side of the southeast Raleigh church, WakeMed employees and advocates wearing red clothing that matched the hospital’s logo color and carrying signs that said “Building an Even Better WakeMed” and “Better Together For You — WakeMed-Atrum” filled rows of pews. On the other side of the aisle, people hungering for more information squeezed in together, many holding flyers that said: “When it comes to our healthcare, ‘trust us,’ isn’t enough. WakeMed and Atrium must release the actual terms before asking county commissioners and the people of Wake County to support this plan.”

There were tense moments as WakeMed advocates rose to give their pitch for the proposal. People with multiple questions pushed back, calling for the speakers to show them the deal. 

“If this is such a good deal, why is it done in the dark? Why can’t we see it?” asked Rob Stephens, the North Carolina organizing director for The Patients Union and a moderator of the event.

Toward the end of the town hall, Adamson spoke about members of the board who met with the health care system administrators and their counsel.

“I sent an email afterwards requesting that I be afforded a meeting like that and was told that it would not happen, and there was actually some nasty language used toward me,” Adamson said at the town hall.

She encouraged those in attendance to get copies of her email exchange with the commission board chairman through a public records request. NC Health News put in a request and is awaiting the information.

WakeMed has been an independent nonprofit entity since April 1997. Before that, it was Memorial Hospital of Wake County, a county-owned facility funded through a 1955 county bond and taxes. When it opened its doors on April 24, 1961, its mission was to provide high-quality, comprehensive health care to all community members, regardless of ability to pay.

For decades, WakeMed has been at the heart of the community, a trusted constant when families welcome new generations into the world or seek steadfast support during gut-wrenching times.

It was named the most socially responsible acute care hospital in North Carolina by the Lown Institute, an organization that “takes into account the full breadth of what hospitals do as care providers, employers, and community partners” as it assembles its rankings.

This proposed partnership between WakeMed and Atrium has thrown uncertainty into the mix during a pivotal and trying time in health care.

Adamson, one of four commissioners in the church audience that night, listened to speaker after speaker; their common message resonated with her. 

“What I heard is the fear: ‘Am I going to be able to get care, and is my family going to be able to get care?’” she said. “That was the voice of: ‘Am I going to be able to get my medical care, and am I going to be financially wiped out?’”

Adamson and the rest of the board had already delayed what initially had been scheduled as a quick vote on a proposal slipped into the May 4 consent agenda. Commissioners were asked to approve a change in the hospital’s articles of incorporation that would allow the combination to move forward.

After a public outcry, the commissioners agreed to delay any action for at least 90 days.

That 90-day mark passed Aug. 2.

Seeking public opinion

This week, Wake County Attorney Roger Askew posted an ad in the News and Observer legal and public notices section about a public hearing scheduled for Aug. 17 “to hear from the public on the proposed combination of WakeMed and Atrium Health.”

No vote is expected on the proposal that night, according to the legal notice. That would push the earliest possible consideration of the contract to Sept. 8, the board’s next meeting after the public hearing.

“I’m glad we’re doing the public hearing,” Adamson told NC Health News Thursday. “I want sunshine on this thing.”

Earlier this month, Adamson said WakeMed and Atrium were asking commissioners to make a monumental decision that would be felt beyond Wake County’s borders. 

“I do feel like this is the most consequential vote of my political career because it affects everybody,” she said.

The commissioner also said at the time that unless she had seen the contract she was being asked to sign off on, she would have a difficult time supporting the new partnership. 

“I told them if I can’t see the documents, I’m a ‘no’ because I can’t vote for anything I haven’t seen,” Adamson told NC Health News. “I wouldn’t vote for any other contract I can’t see.”

On Wednesday, Adamson finally got her chance to see the documents with fellow commissioners Susan Evans and Tara Waters, another group of three that fell short of triggering the state’s public meetings law. Woods, Gintzig and lawyers were there to answer questions as they had been nearly two weeks before.

Adamson declined to share any details about the contract or the meeting other than confirming that she was there.

Commissioners say they’ve also been offered an opportunity to tour Atrium facilities in Charlotte and in Winston-Salem at Wake Forest Baptist Health, where a different “strategic combination” took place in 2020.

‘Getting a jewel’

Although WakeMed hasn’t been a public entity since its transition to an independent nonprofit organization nearly 30 years ago, the county holds some real estate conversion rights that give the commissioners a vote in the matter.

WakeMed and Atrium have been denouncing descriptions of the proposal as an “Atrium takeover” or “transfer of power” since the plan became public. They insist there will be no outright sale or dissolution of WakeMed as a legal entity. They say WakeMed’s leadership, name and community-based status will be maintained. They also point out that eight of 14 of the hospital’s board of directors members will be appointed by Wake County officials.

Atrium, however, will have authority to remove county appointees  for “cause,” according to information previously released to the public.

The legal notice posted this week states that “Wake County will not and is not being asked to sell or convey any County property or assets as part of the proposal.”

Stephens, of The Patients Union, helped bring together speakers at several events in July to highlight the community significance of the proposed $2 billion deal that WakeMed’s board of directors already quietly agreed to this spring.

Although Stephens still has reservations about what will actually transpire between Atrium and WakeMed, he told NC Health News on Thursday that he’s glad there will be a public hearing.

“It’s definitely a far cry from the consent agenda,” Stephens said.

Still, he wonders what’s in the deal for the citizens of Wake County, and whether Atrium will end up getting a community hospital with great potential at far less than its worth.

As The Assembly reported, UNC Health sent an unsolicited $5 billion proposal to merge with WakeMed, more than double what Atrium has offered, shortly after the broad outline of the proposed “strategic combination” became public. Although WakeMed rejected that offer, UNC has not closed the door on negotiation.

Right now, though, WakeMed is sticking with Atrium, perplexing community organizers who are still fighting for more public disclosure.

“In our view, they’re getting a jewel of a hospital system for nothing,” Stephens said.

The post WakeMed, Atrium leaders leave public in dark as they brief small groups of commissioners about proposed partnership appeared first on North Carolina Health News.