Most hospitals cut beds and employees before they pare the number of trustees following a merger or reorganization.
Governance consultants and hospital executives involved in such restructurings agree that keeping board size the same makes little sense from an efficiency standpoint.
But from a practical standpoint, experts say it's very hard to jettison some trustees who may have served on boards for more than a decade and who may have donated or raised hundreds of thousands of dollars for the hospital.
"CEOs don't want to raise the issue. It's too explosive," said Charles Ewell, president of the Governance Institute, San Diego. "(But) when two 15-member boards merge into a 30-member board, it takes one meeting (for trustees) to understand they have too large a board."
Evidence that systems have trouble downsizing their governing boards has been found in recent governance surveys. The studies have revealed little change in the average of size of boards, despite hundreds of hospital mergers, affiliations and corporate restructurings.
A 1995 survey conducted by Witt/Kieffer, Ford, Hadelman & Lloyd, an Oak Brook, Ill.-based executive recruiting firm, showed that hospital boards have remained constant over the past three years, averaging about 17 members.
In a 1993 survey for the Governance Institute, not-for-profit boards averaged 18 members (Jan. 17, 1994, p. 34).
A 1994 institute survey found that system boards were smaller, averaging 13 members (April 3, 1995, p. 88).
The American Hospital Association, in its 1989 governance survey, said not-for-profit hospital boards averaged 18 members in 1985 and 17 in 1989. For-profit boards were typically smaller, averaging about 10 members in that four-year period. The AHA hasn't conducted a recent survey.
"The merged entity will do whatever it can to avoid reducing board size," said Dennis Pointer, a governance expert and professor of health services research and policy at San Diego State University. "It's usually accomplished over time through attrition as terms expire."
Pointer added, however, that some forward-thinking boards are beginning to downsize voluntarily after a merger.
In a restructuring now under way, Detroit Medical Center, a seven-hospital system, is reducing nearly 60 boards and committees to 18. Five of its seven hospital boards disbanded; two others will remain, but with reduced responsibilities.
A DMC spokeswoman said the system this month expects to complete its appointment process for the new governance structure, which will concentrate power in the hands of the system's corporate board. Eight advisory boards with clinical and regional purviews also have been established, along with 10 committees.
DMC surveyed its 240 trustees last October to help determine who will serve on the various boards and committees, the spokeswoman said.
Nineteen of the 240 trustees who served on the seven original hospital boards have voluntarily agreed not to serve in the system's new governance structure. Three others decided not to seek reappointment because the system couldn't accommodate their board preferences. The remaining trustees are expected to be appointed to either a board or a committee.
At Symmes Hospital in Arlington, Mass., Linda Roemer lost her hospital board seat in 1994 after the 109-bed hospital was acquired by a joint venture of Burlington, Mass.-based Lahey Clinic and Woburn, Mass.-based AdvantageHealth, an HMO. As part of the deal, the Symmes board dissolved, and Roemer and 20 other trustees resigned.
"We didn't have any choice," said Roemer, director of the graduate program of health administration at Simmons College, Boston. Roemer said that although Symmes returned to profitability after it came out of bankruptcy in 1990, "we knew there was no hope to go on our own. We directed our CEO to look for a (merger) partner."
Roemer said that a month before the hospital changed ownership the board went to a restaurant to have a party. "We wanted to celebrate what we did because it was a good thing," she said. "We laughed, cried and told stories."
Fourteen trustees of the former 21-member hospital board have since joined the board of Symmes Senior Services, a new support organization formed with leftover proceeds from the hospital's foundation, Roemer said.
"Hospitals are exciting places, especially with all the changes going on in healthcare today," she said. "But there are desperate needs elsewhere in the community. (Former) trustees need to get involved in some other healthcare activity."
Pointer said that as hospitals merge into regional integrated delivery systems, many hospital trustees find themselves with fewer fiduciary responsibilities. System boards take over those duties, he said.
Last year, 491-bed Holmes Regional Medical Center, Melbourne, Fla., merged with 128-bed Cape Canaveral Hospital, Cocoa Beach, Fla., and began to streamline its governance structure, said Jerry Senne, an executive with the new system who is overseeing the governance restructuring.
The hospitals formed a parent organization called Health First, which has three subsidiaries. They are a managed-care group, a medical group and an acute-care group, said Senne, who is president and CEO of Health First Health Plans, the managed-care subsidiary. It operates a new 5,000-enrollee HMO that became operational on Jan. 1.
Each hospital selected six trustees to represent it on the new 13-member system board, which now has final authority for many decisions. The 13th member is Michael Means, Health First's president and CEO.
The system board's reserved powers include final authority over all board appointments, hiring of the top executives of the system and subsidiaries, and approval of capital spending projects, budgets and strategic plans.
Health First's board now is reviewing a plan to consolidate the two existing hospital boards into a single acute-care subsidiary board, a step many governance experts say is becoming more common as merged hospitals seek to become more efficient.
Currently, a total of 30 trustees sit on the two hospital boards. A governance consultant has recommended streamlining and downsizing the acute-care subsidiary board to about half that size. No final decisions have been made on how to reduce the number of acute-care subsidiary board seats, Senne said.
The Health First board is considering such downsizing options as appointment of hospital trustees to serve on advisory committees and other subsidiary boards. In addition, some trustees may decide not to seek reappointment.
Thomas Matherlee, senior vice president at the Hunter Group, St. Petersburg, Fla., said that when trustees resign or are asked to step down, the chair of the system board should sit down and personally explain the situation.
"Too many times trustees get letters notifying them they won't be needed anymore," Matherlee said. "That creates unnecessary hard feelings."
Matherlee said most trustees are gracious and will step down for the greater good of the organization.
On the other hand, Pointer said, "there is a demotion in terms of influence. It's viewed (by some trustees) as a form of capital punishment. They are losing a job they enjoy."