Sponsors and Board Share Canonical, Civil Missions

May-June 2017


In 1999, the Sisters of the Holy Cross and the Sisters of Mercy of the Americas came together, assessed the past, examined the present and created a new future for Trinity Health. Their goal was to preserve Catholic health care; their mission was to ensure that the human right to health care become a social right as part of a national understanding of promoting and providing for the general welfare. Thanks to the work of those prescient and courageous women religious, Trinity Health now is governed by a "mirror board" — a group of persons who carry canonical and civil responsibilities both as sponsors of Catholic Health Ministries and as directors of Trinity Health's civil board.

The CHM journey from overseeing the mission to sharing the mission with directors on the Trinity Health board began when the congregations of the Sisters of the Holy Cross and the Sisters of Mercy of the Americas, Regional Community of Detroit (now West Midwest Community), first explored consolidation of their health systems and transfer of sponsorship to a canonical public juridic person. Just a year later, Holy Cross Health System and Mercy Health Services became Trinity Health. The Congregation for the Institutes of Consecrated Life and Societies of Apostolic Life approved CHM as a new PJP and allowed the transfer of health care assets from the two religious congregations.

From 2000 to 2009, the founding congregations held specific reserved powers: approval of the purpose and amendments to CHM statutes and bylaws, as well as the appointment and formation of CHM members. Growing concerns, however, about duplication of effort and CHM's uneven participation in the civil structure precipitated an evaluation in 2008-2009. As a result, the congregations determined that the members of CHM should be Trinity Health board members and that the members of the civil board should become CHM sponsors, thus creating a completely complementary model of governance. At the same time, the religious congregations supported CHM becoming a self-perpetuating PJP and assuming the rights and responsibilities previously exercised solely by the congregations.

In 2009, the Congregation for the Institutes of Consecrated Life and Societies of Apostolic Life approved the statute changes for the new structure, which became effective on Jan. 1, 2010. The decision to become a self-perpetuating PJP, in which appointment to the Trinity Health civil board is contingent upon membership in CHM, was a watershed moment in Trinity Health's governance. Although "working with the sisters" had been cited consistently as the most inspiring feature of serving on the Trinity Health board, few lay board members thought they could do the sisters' work. For the traditional board members, the sisters not only interpreted the church (the Holy See, canon law, PJPs, the Ethical and Religious Directives for Catholic Health Care Services, etc.), they communicated the Gospel — in both words and action. They viewed the sisters as the religious authority and the moral voice in board deliberations.

Now the sisters expected those serving on the board to assume the compelling responsibilities of the sisters' ministry.

"I weigh the significance of my responsibility by trying to imagine the discussion without the sisters and respond as I think they would," said Mary Catherine Karl, vice chair of the Trinity Health Board of Directors. "At the same time, I feel responsible for something much more important than your basic not-for-profit hospital board."

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Illustration from the St. John's Bible

As required by the CHM bylaws, all persons serving as members of the CHM/Trinity Health board participate in the sponsorship formation program

Being "formed" implies an incarnation of wisdom and values that transcends being "educated." Formation speaks to who we are, not just what we do or know.

Formation is where the CHM/Trinity Health board members learn the history of women religious who brought health care to neighborhoods and settlements where only they would venture. CHM/Trinity Health board members absorb instruction in canon law, alienation of property and stable patrimony. They engage in rich dialogue with sponsors and directors from other systems about what it means to be stewards of Earth or to care for the poor. Laypersons discover that the sisters were the first women to be health care and hospital leaders. The CHM/Trinity Health board laity gratefully accept the sisters' guidance and encouragement.

"As a non-Catholic, this understanding of Catholic social teachings resonated with my personal values," said Roberta Waite, EdD, co-chair of the board's People-Centered Care Committee. "Human dignity and social justice, enacted in a ministry of love, are the foundation for discernment in challenging decisions."

Learning to speak in a newly acquired Catholic lexicon facilitates the CHM/Trinity Health board's mission through a common language: "Stewardship," for example, stretches the understanding of finance to include how we use resources as well as how we accrue them. "Culture of encounter" shifts caregiving from a one-dimensional notion of patient experience to a spiritual dynamic, linking and impacting the caregiver as well as the cared-for. The complementary concepts of "subsidiarity" and "solidarity" frame board discussions about where function and accountability should rest in a health care system.

"To the extent that language matters and shapes conversation, learning to 'speak Catholic' continues to be an important part of our development," said James Bentley, PhD, chair of the board.

Referring to hospitals as "ministries" rolls off the tongues of board members and shapes expectations. But perhaps it is the subtle shift from decision-making to discernment that has been most transformative in Trinity Health governance.

"The discernment process and how it meshes business with the true mission reinforces our combined roles and honors our rich history," said David Southwell, who chairs the board's Stewardship Committee.

As a Catholic system, Trinity Health has a specified discernment procedure to ensure that the board's most consequential actions are consistent with Catholic teachings. But board members' dual responsibility has effectively moved deliberations from ordinary "pro and con" decision-making to a culture of discernment, in which faith and purpose prevail together. Instead of rushing into business decisions — whether about human resources, quality of care, investments, supply chain, capital improvements or executive recruitment — the "one head, two hats" culture of discernment has become the way to reach decisions.

"This congruent model of governance leads to a much broader, deeper and richer integration of the mission perspective directly into the operational reality and decision-making," said Richard J. Gilfillan, MD, CEO of Trinity Health. Mission sensibility infuses every aspect of the business, not just a carved-out set of issues."

As American health care has evolved into a complex, highly regulated, increasingly expensive and sometimes profitable enterprise, the "no margin, no mission" argument often is used to justify tough business decisions. Although bond ratings, payer contracts and beds filled and emptied necessarily get the CHM/Trinity Health board's attention, it is equally focused on employee engagement, culture of encounter, quality of care, patient safety and community obesity rates.

In a culture of discernment, margin and mission are simply different dimensions of the same phenomenon. What might be viewed as a mission goal — for example, a commitment to just compensation for all employees — also promotes a sustainable, engaged and qualified workforce that positively impacts margin.

At Trinity Health, starting with the purpose of Catholic health care just makes it easier to do the right thing. The goal is not to choose between mission and margin, but to search for solutions in which they are mutually reinforced — whether it's challenging investment recommendations, determining the future of a hospital or compensating employees.

Making space for personal and group reflection allows the CHM/Trinity Health board to think, plan and act in the long term and remain mission-focused.

Sr. Kathleen Popko, SP, PhD, co-chair of the People-Centered Care Committee, put it this way: "Dialogue and personal sharing in the meetings of both boards strengthen our commitment and cohesiveness and impact deliberations about typical business issues, as well as complex moral concerns."

"Having the same body of persons serving both boards is simply the natural evolution of the ministry called sponsorship," said Stanley Urban, immediate past chair of Catholic Health Ministries.

Since 2010, when the original founders challenged the board to become sponsors, Trinity Health has more than doubled in size and national presence. It acquired Loyola University Health System in Chicago in 2010 and, three years later, merged with Catholic Health East.

Although many of the CHM/Trinity board members started at different places, allegiance to the mission overrode personal preferences and brought them together around a single purpose. Today, it would be difficult, from the outside, to determine who is CHE and who is legacy Trinity Health, who is Catholic and who is not, and perhaps even to determine who are the laity and who are the women religious.

Not only are the CHM/Trinity Health board members true to the Catholic mission, they live it, are empowered by it and magnify it. They recruited a CEO who believes that Catholic health care offers a singular opportunity to demonstrate that the quest for accessible, affordable, high quality health care is achievable. In the spirit of the Gospel, CHM/Trinity Health modeled diversity at the system level to include directors of other faiths and beliefs. The compatibility of the people-centered care strategy and the healing ministry of Jesus is intentional — the product of a mission writ large.

CHM/Trinity Health reinforced its commitment to the poor by authorizing millions of dollars to create partnerships with local institutions that promote the health of struggling communities as well as treating disease in individuals. It expanded "employee engagement" to mean work with purpose and meaning, and conceptualized patient care as an outward and visible sign of inward and spiritual grace.

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Being mission-driven sponsors and pragmatic directors at the same time is not always easy — especially in a time of enormous complexity and turmoil. The twin goals of promoting health and reducing cost are obvious, but how to get there in a system typically designed and compensated to treat and manage sickness is less so. At the most recent CHM/Trinity Health board meeting, a formation session on the Catholic sensibility of common good helped the mirror board to reflect on a moral principle that must be applied to deliberations on growth, resources and sustainability.

Sponsorship is a journey — not a destination — and the system mission integration leaders of Trinity Health inspire and assure board members that formation is a never-ending process. They thoughtfully include germane readings and reflective discussion in regular meetings that continue to prepare and form members not only for a changing health care system, but to change the health care system as part of the shared commitment to promote and provide for the general welfare of people through the Catholic faith.

Larry Warren, PhD, who chairs the Human Resources Committee, said it this way: "As sponsors, we all have the privilege of being blessed with the responsibility of executing on the promises made by the founders … pretty cool stuff."

MELANIE DREHER, PhD, RN has been a member of CHM since 2010 and served as chair of Trinity Health from 2013-2016.

SR. LINDA WERTHMAN, RSM, PhD, has been a member of CHM since 2009 and became its chair in 2016.

The authors express deep gratitude to Sr. Catherine DeClercq, OP, who has shepherded Catholic Health Ministries from its initial idea through these 16 years of implementation and evolution. Her contributions are inestimable.



Within three years of the new structure, Catholic Health East and Trinity Health began conversations about a possible merger, a step completed in 2013. To date, nine religious congregations have given over canonical responsibilities to Catholic Health Ministries: 1) Franciscan Sisters of Alleghany, New York; the communities within the Institute of the Sisters of Mercy of the Americas; 2) Mid-Atlantic, 3) New York Pennsylvania West, 4) Northeast, 5) South Central and 6) West Midwest; 7) Sisters of Providence, Holyoke, Massachusetts; 8) Sisters of St. Joseph of St. Augustine, Florida, and 9) Sisters of the Holy Cross; as well as Hope Ministries, a public juridic person formed in 2000 within CHE.

Each of the new congregations was afforded the opportunity to maintain a relationship with CHM by appointing a member to provide counsel to CHM, ratify changes to the founding principles of CHM and Trinity Health, serve as a nonvoting member at nominating committee meetings, and submit names of persons to be considered for CHM membership.

Although CHM sponsors and Trinity Health directors are the same community of committed persons fulfilling both canonical and civil responsibilities, each entity is guided by its own bylaws and has a distinct leadership structure of officers that includes a chair and vice-chair. Catholic Health Ministries and the Trinity Health Board of Directors meet independently with distinct agendas, but they also convene four times a year at the same assembly.



Sponsors and Board Share Canonical Civil Missions

Copyright © 2017 by the Catholic Health Association of the United States

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