Community unrest about the management of T.J. Samson Community Hospital that began a few years ago has culminated in a lawsuit seeking to instate a new board of trustees.
Early paperwork incorporating the hospital called for a board of trustees to be elected by “stockholders” – anyone who contributed more than $25 to the establishment of the hospital. The heirs of those original 1926 shareholders were disenfranchised by a change in the articles of incorporation in 1968, according to the lawsuit, filed Thursday in Barren Circuit Court by Bowling Green attorney Alan Simpson.
“Such action has effectively insulated it from accountability to the community and has breached its promise to those citizens upon whom it had relied for its every existence by subscribing to its stock and providing the financing for its construction,” the suit states.
T.J. Samson attorney Jeff Herbert said the lawsuit is baseless and without merit, noting that the selection of the governing board has never been challenged since the hospital was formed or even after the 1968 change.
“Any attempt to assume the board of directorship by these individuals is wreckless and unwarranted and constitutes an attempt to impede the progress of a great medical facility and organization,” Herbert told the Daily News this morning.
More recent actions than the 1968 change might have raised the hackles of some in the community. A 2011 amendment to the articles of incorporation said that T.J. Samson Community Hospital would have one corporate member, T.J. Regional Health, which would act and vote through its board of directors. About the same time, the for-profit T.J. Health Partners was formed and is believed to be a subsidiary of T.J. Regional Health, the lawsuit contends.
The Health Partners organization has been purchasing doctors’ practices in Barren County, which was a bone of contention at a September public meeting.
“It’s never been our intention to absorb all the doctors into T.J. Health Partners,” Tony Sudduth, chief operating and financial officer for the hospital, said at the meeting.
Sudduth said it’s difficult to operate a medical practice in a changing health care environment. Sudduth at the time predicted that more doctors would want to become hospital employees, so they could focus on practicing medicine without the headaches of operating a practice.
At the time, hospital CEO Bill Kindred said T.J. Samson was behind the curve in hiring physicians. He estimated that 50 percent of hospitals have “relationships” with physicians.
“This is nothing new,” he said.
In Warren County, several physician practices have become a part of nonprofit Commonwealth Health Corp., most recently Western Kentucky Diagnostic Imaging. But the partners in that business actually chose not to stay with the business – they went instead to Graves-Gilbert Clinic. Greenview Regional Hospital, a for-profit hospital, also has multiple staff physicians.
Glasgow City Councilman Wendell H. Honeycutt didn’t go to that 2012 Glasgow community meeting, but his grandfather, for whom he is named, was one of the original stockholders. Honeycutt was one of the people voting May 25, as the original articles of incorporation prescribed, to select a board of trustees. He was elected to the board, which also includes D.T. Froedge, Randall Curry, Dewayne Hatcher, Lyon Hutcherson and Curtis Peil.
The lawsuit seeks to instate those “true” trustees rather than the board that is operating the hospital now.
“The board decided going forward to elect themselves rather than have stockholders elect them,” Honeycutt said. “I don’t think that’s right. I don’t agree personally with the way they are running their Health Partners. If doctors don’t join, they are driving them out of town.
“Everything we do, we will do gently,” Honeycutt said in response to a question about what would happen if a judge agrees with the lawsuit, which asks for a judge’s declaration rather than a jury trial. “I would like to eventually see Health Partners sold back to the doctors’ practices if they are interested in buying them and then leasing them office space. I don’t think it’s good to have it all monopolized. Anything we do would be slow and gradual change because we don’t want to hurt the medical community. I believe the way they are operating now does have a negative impact.”
The lawsuit wants the court to recognize the new trustees because the hospital’s current board of directors have “made themselves self perpetuating and non-accountable to the community after relying on these citizens and their ancestors for their very existence.”
Herbert said he will respond appropriately to the lawsuit, seeking its dismissal.
“And we are considering other remedies the hospital might have against those who are attempting to interfere with the operation of the hospital and its continual providing of the highest quality of medical care as is partially evidenced by the construction and opening of the new Pavilion in Glasgow, which is a marvelous facility, both functionaly and architecturally,” he said. “We have no doubt that the current board of directors is duly constituted and is the board of directors of T.J. Samson Community Hospital.”