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; \- rIIE GEORGE WASIIINGTON UNIVERSITY Washington, DC UINUTES OF THE REGUTAR UEETING Otr Tf,E FACULTY SENATE HELD ON iTANUARY 17, L997, IN TEE UORRIS ROOU, rHIRD tr'LOOB, ITARVIN CENTER fhe meeting was called to order by President Trachteuberg at 2aLS p.D. Present: President Tracbtenberg, Vice President [ehman, Registrar Selinskyr Parliarnentaria! trelleri Deans Fowler, Frieder, Sutre1I, Keimowitzi Professors Agnew, Boswell, Captain, Castleberry, E1gart, criffith, Gupta, Harrald, Earringtoa, ilobnston, Irudlow, Peroni, Robinsour Sealer Silbarr Slaby, Smitb, 8olomon, Vontress, llirtz, yezet, and Youens Absent: Deans caress, Friedenthal, aDd uarding; Professors Brewer, Kahn, Xinnel, and Pelzman APPROVAI, OF TBE }TTNUTES The uinutes of the regUlar neeting of December 13, 1996, were approved as previously distributed. \- INTRODU TION OF RESOI,UTTONS No resolutions were introduced. REPORT ON FACULTY CONFIJICT Of fNTEREST POLICy By PROFESSOR ROBERI iT. EARRINGEON. CITATR. SPECTAIJ FACUI.,TY COUUI:TTEE ON CONFLICI! OF TNTEREST POLTCY professor Earrington reported that tbe Conmittee has met and decided by conseDsus that the conflict of laterest Policy adopted by the Benate in 1990 (Resolution 89/6) shou1C continue as tbe connittee found Do reasoD not to accept tbat aa tbe policy. Eowever, b€ said, the Counittee did recognize that the resolution called for each school to establish neehanigns to inpleuent this poJ.icy in a ranDer appropriate to each echool should there be Lonplaiats or allegations regarding aDy coaflicts of Lnterest by facutty members in a particular school. Prof,essor Earrington sal.d that Professor Pelzman had agreed to look into the schoolsr inplenentation procedures, aud be reported tbat, with the exception of the Scboo1 of Engiueeriog, there appeared to be Do rritten procedures ia tbe other schools for impleneating tbie policy. Drofessor Barrington said that tbe Conmittee will neet to review tbe implemeutation policy of tbe Schoo1 of Eagineeriog, possibly using it as a model, and prepare a draft documeut in time for tbe \-. Board of frustees, ueeting in February. the draft document, 1 Faculty Senate l.teeting, iranuary L7 , L997 Page 2 of course, would bave to be examined by the Senate and by tbe scbools because the question will be whether or not the schools will want to inplement their orn particular requiremeDts. president Trachtenberg said that, if the Connittee could provide the Board sith a draft document that they caD resPond to, he tbought that that yould be very useful. EB then asked Professor Earrington whetber he thought the institution would be best senred by having numerous implenentation devices or by just having a single device. The President said that it seemed to hin that tbe institution night be better off rith a single set of procedures which, shen used rith some consistency and experieuce, develop as mcommon larrr for iastance. Professor Earrington replied tbat should a faculty nember be found to be grossly iu conflict, then the overiding docuneut yould be the Paculty Code, as far as the ultinate process is concerned. fbe President pointed out that it was not nerely tbe outcome of procedureg he yas coDcerned ul.tb, but also the entry level procedures tbat have to be perbaps developed in a conmoD for:mat. Professor Earrington agreed that obviously across school lineg one vould need soDe gort of compreheasive documeut, but he noted tbat eacb school uight have a slightly different attitude towards uhat constitutes conflict of interest. Professor firtz pointed out that tbere bae been a dosunent uuder deliberation by the working group for aome tine that sould seem to cut across all schools, but tbere yere a couple of fairly serious problems that c.rne out of that uuified document. Ee said that tbe working group was iu tbe Procesa of clarifying those problems rhen the group decided to go uith the individual gcbools instead. Professor llirtz said that be bae not seeu tbe Eagiueering gchool model, but he would have reseryatious about tbe different schools operating oD the Engineering School uodel. Ee suggested that another course of action night be taken shicb sould be to tailor the uaified document that the Conmittee uas working oD although be did uot believe there uas unaniuous agreemeDt by tbe Couuittee that it vould sant to go in that directioa. Tbe President remarked tbat at least thie subject can be discussed by tbe Conmittee, and Professor Earringtoa said tbat be thougbt the Presidentrs suggestion of interaction with the Board was aa excellent one. At this point the President asked if tbere uero any obJections to takiag up a Briefiag otl the 8a1e of the lospital ea the next item of business not stated oD the distrl,buted agenda. DIo objections uere Eade. (The Senate noved to the Blliott Boou for the slide presentation. ) Faculty Eenate Meeting, alanuary 17, L997 Page 3 BRIETING ON SALE OF HOSPITAL Ronald c. fillis, Assistant to the President for coDgressional and Federal Relations, presented a brief overrriew of tbe Partner- sbip between The caorge Wasbington University and OrNda/TeDet. Noting that tbe University bas been looking for quite a while for an infusion of capital to stabilize tbe hospital facility, be said that we do have a letter of intention betseen GW and its partuer tbat Ls sigued, and we hope to move through tbe process very shortly. Ee described his respousibility as rorking sitb the political commuaity at the federal side and the city side to asgure that all of tbe people in tbe coumunity uuderstand exactly wbat tbe inpact will be wheu tbe university joins with its partner in contiuuing to have a fuII medical presence in Foggy Botton. E€ said that tbose things which are critical to this coumunity are the level of unconpeusated care tbat is to be continually delivered, a stabilization of jobs, and an infusion of capital that will allor tbe Eospital to pay taxes. M!. ltillls poiuted out that re attempted to join witb a local nonprofit partuer, but we could not aliga ourselves when it came to the academic mission and bos that would be carried out. ![hey also bad planned to dornsize tbe facility, turniag it into sbat uould be basically a conmuDity tlpe hospital, only acute care, uot a tertiary care center, and to Dove all of tbe patients to auother part of the conmunity. That would have \- decimated bealth care in the Wasbiugtou dowatowD area, he said. By compariaon, tbe OrNda/Tenet group bave joined with otber medical uaiversities aad otber university systems aad they are very, very competent at rhat they do. llbe OrNda EealtbCorp aud l[eaet Eealtb8ystem are egpected to finalize tbeir merger this nonth aad cf aad Teaet will thea sign a partuersbip agreement and aD appllcatioa for a Certificate of lteed which the District of Colunbia must issue. Current legislation does aot require tbe University to go back to tbe city Council and allows for the Uaiversity to receive its certificate of Need witbin a fixed tine period. This legislation, he erplained, yas crafted witb I'te6lantic, which is the otber naJor healtb care provider in the District. Dl!. fillis said that the slideg to be sbortr to the Eeaate today would tell the story of this partnersbip aad vould be the first tiue it has been sbowu outside of the tledical Center. Ruth ilordan, DLrector of lrtedical Center Public Relationsl thea presented sJ'ides wbich highltghted iaforuation about the ctr Eospital and its partnership witb orNda/Tenet. In concluding her presentation, Dle. ilordan said tbe partaersbip is good for tbe universityrs enployees, physiciaas, and students because it guarantees to keep the Eospital in Foggy Bottou, aad orNda/'ltenet are leaders in iategrated health care, sbicb is essentl.al La todayrs bealth care business. the then distributed a f,act sheet wbich contained questions and answers about tbe Gf/orNdar/ Tenet v Partnership, together vith the ilanuary 1997 issue of Progress 1 Faculty Senate l'teetiug, ilanuary 17, L997 Page 'l featuring au article entitled rrEospital Partnership Takes Essential Conpfetion.tl (Tbe flct sheet entitled rrThe Proposed Steps Tosardl Plrtnershiptt is attached' ew/-otxila/Tenet ) Professor Captain asked if there is a plan to reduce the uospital staff bedause most mergers seem to result in downsizing' I{s. ilordan that the paitnersUip is conmitted to keeping substantiall"y.p aiil"la current enployees' President Trachtenberg said that if any poiats are to be taken i;;" iui" i"p".""tta{ion, they ge the followiag: (1) i}' away alternative uras to close tUe Uo-spital, 12) the partlership csotundtienunetss, t(o3 )s-e"n"r/Le tihrseo aoc ajodebms ica raen dp rreesseearrrrcehd ,u (is{)s iocnh aorfi tyfa ccaurlety , i?}D1q continue; and (5) the uospital becomes a Dc taxpayer' Tle presideut noted tbat the r"iretentations uade in the partnersll'p contract witb iUJ Universit! are beiug bactred by a company llth annual reveDuea-or $g billion, and the uuiversity tbougbt tbat tbey sould be able to live up to tbe terms of the contract' professor perotri asked sbat the level of uDcoEPeasatsd care ig at GIt compared to GeorgetowD, for example, aad. the President replied tf,at we give ionewhat more uDcomPensated care tbau Georgetown, probabl-y because of the locatiou of our Eospital Dear tbe I'tetro subway line. Professor silber said that he did not understand bow the Eospital yould make ,on.y since it l'ag golDg to be providing the srn-eU loesvpeitt aofG- ua"cnoyn pensated care and payil9 tares as a for- vile President reiagold explained that ii"fit brXda/fenet could do a better job of ruuniug the Eospital because they bave access to iuforuatioi and support systems tbat we Ao not bave accesg to. professor criffith Baid that he understood tbe isgue rith respect to actually obtaiuiag the use permit ig tbat there are a third more hospital beds in the area tUaa caD be filled' If, a certificate ofieea is obtai1ed, be asked if it uere likely to b9 couditionea on aorusizing-w tehien gEoolds-p ital becauget hoaf tt heth oev euranuivPePrlsy-it9yf beds. vice President respouded p,rrri.ry alaouDced that our bed aumber woul6 be one-balf of the 500 i.a", aid that ue will be doiug s9n€ dowasizing of tb-e Eospital but i"t-ir""i"g it. professor crilfith inquired about tbe tine fraue iato the iavestuent, and vice President "i"i-tp-""-t-t"in.pgi-ft.uae- -Siauoa-tn irtbrioeu .i nitial iuvestmeat uould go into tl" a;t i_t is created, aad hov it is speat Lg ;;;E"";;-bip- -6ependeat upo"n"- otuol" plan shich is basically a 6-12 uonthgr "apital pIan. \- Faculty Senate Meeting, January 17, L99? Page 5 Professor Birtz said tbat, with tbe changing face of health care today, he tbought the administration has put together a narnelous package tbat will serive us in good stead at the momeut. Eowever, hL wondered vhat woulb happen if renet decided to nerge rith another partner or in fact allowed itself to be taken over which could lead to the dissolution of the partnership with the Uaiversity as it currently exists, and he asked if there rere terminology iu the partuership contract about successors. Vl,ce President Katz replied that the partnership agreement apecifLea that we have eertain powers vithin the partnership and that tbere Ls tetriaology regarding successora in tbe contract. Professor Eolomon aslced how the University will absorb the loss of reveaue it now derives from the Eospital for perforuiug a variety of services. Tbe President responded that tbe University has been earning overhead from tbe Eospital of about $5 nillion a year tbat is related to expeaditures. gom€ of those expeaditurea sill terminate yith the cbauge iu the arraagement. For example, ue will be able to realize sone saviug in tbe area of PersoDnel aad Eunaa Resourees for tbe Eospital beeause Tenat will assune that respousibility. But the University uill bave to compensate for tba loss of this revenue phased in over a number of years uith hopefully alternate sources of income. \- (fhe Senate returned to the l.lorris Room for tbe renaiader of the neeting.) GENERAIJ BU8TNE88 I. REPORT OF TEE EXECUTIVE COI{I{ITTEE ![he report of the Executive Conmittee by Prof,essor Boavell, Chair, Ls eaclosed. II. TNTERTU REPORTS OF EENATE 8TA}{DING COI,TUTIIEES Professor criffith, chair of the Conmittee oD Appointnert, Salary aad Promotion Policies, inforued the Eenate that a joint subcon[ittee was forued of ueuberg of his Connittee and tbe Conmittee o! Professioaal Ethics aad Academic Freedou to coasider, at the request of Vice President Lehman, a proposal to establish an Iustitute for computatioaal Studies. Ihe proposed Iastitute rould operate betveea tbe schools and uould be a degree-granting unit that would bave uot oaly researcb, but instructional conpoDetrts, as welI. Ee said that tbis is a ver:y complex proposal because it doeg not fit our current institutional atructures and that there ar€ maDy problems to be resolved before it can go fomard. Tbe subconnittee is working very hard or it and bopes to be able to have a report for the Senate fairly soon. \, Faculty Seuate l*Ieeting, January 17, L997 Page 5 In the absence of Professor Pelzman, Chair of the Conmittee on Fiscal Planniug aDd Budgeting, Professor criffith, a member of tbat Conmittee, said tbat be would like to report on some matterg related to tbe slide presentation on the sale of the Eospital. For the record, he said that Vice President an6 Treasurer Katz has pronised tbe Connittee that we will have on the Senaterq ageula for february an outline of the way in which the University will be responding to tbe inpact oD the Universityrs budget of the ritldrasal of the nillion support palment fron the Eospital, the $5 fiseal probleus created by the enrollment drop in tbe graduate student population, plus the budgetary inplications of rbat aeens to be the utter necessity of noving fomard into a uore modern era on teleconmunications on the sarnpus. Professor Griffitb noted tbat Vice president Katz bas indicated that he will lay this all out for the Senate in a very clear and cogent way. BRTEtr ETATEUENTS (AND OUESTIONSI professor Yezer asked whether tbe press rumors tbat tbe University nay be negotiating to buy a radio station was true, and President Trichtenberg replied that the reports uere highly overheated and largely inaccurate. Tbe uost that cau be said, be explained, is that re have made au inguiry about the radio station, but that that inquiry itself Yas quite explicit in pointiag out that no offer could be uade rithout consultatiou with appropriate campus constitueacies. OD anotber matter, Professor yezer said tbat be reeeived a memoraDdtrn discussing Eappy Ney Year with f,indors r95 aDd that cIRc was planniug to convert IBU conpatible computers in our student labs from Bindowg 3.11 to Wiadows r95 duriDg the summer L99?, vhich would affect all of tbe faculty. Ee said tbat it geemed to hin that not Dany faculty bave a box oD their desk whicb will rutl f,iudows .95r and he thought that there ie a discounect between f,aculty couputing aDA our plans for adninistrative comPutiDg. Besause this cbange will go across faculty and gcbools, be thought a level playiug ground yould have faculty vith sufficient accesg to tbe forld tride [eb aud sufficient conputing power oa theLr desks to run f,indoss r95. Professor Yezer recomneDded that arr aPPropriate faculty conmittee should look iuto thig uatter. fbe President said tlat be agreed tbat someoDe sbould look into tbie natter aad report back to hin aud Professor Yezer. Vice Presideat Le[nan poiated out that we have an Informatioa Tecbuology Adviso-ry council iUicU Uas five eubcoumittees. The three vhich are probably mogt relevant to tbis uatter and include faculty representatioD ott tbeu are: Iastructional Sechnology, Technologry, aad Research. Rather thau toru aaother comuittee, he tbought it vould be worthwhile to become iuvolved in rhat is already uudemay. Profesaor eriffith pointed out tbat the faculty do not bave any idea of rhere ue aro la tbe planniag stage, aad asked when tbe faculty are going to eee Faculty Seuate Meeting, January 1?, L99t Page 7 some relief beeause they are really at a serious disadvantage. Vice President lJehmaa sa-i d tbat he could not give the precise tinetable, but ouce the plaa is fiualLzed, tUe adninistratiou wiII be able to answer the questions as to shat it is we will have to do finaucially ia order to nake tbis al1 happen. Professor Gupta noted tbat a number of toruhouses on the corner of 23rd and G Streets were razed last reek, and he asked if the university owrrs this property atr6, if so, were there aay plans foT deveroping it. president Trachtenberg replied thlt- tbe university does ora the property, but tbere aie uo plans to bulrd anytbing there in the Dear future, except peruapJ for a graver plot. President Trachtenberg tben made the forrowing two pointa: (1) ID addition to followiug up on the fiscal inplications of tbe drop iu graduate enrollmeut, I hope the faculty wil1 also raat to york rith Viae President Lehman into 1ooking at the academic inplications. To uhat exteat ie tbis generic to the iudustrl, does tbis reflect on GII in terms of tbe degrees ue are ofeering or-tUe vay ye are offering then, and is tbis a temporary or a pernanent decliae, aad if it is a peruaaent \- decliae, wbat ateps do r€ ueed to taka to acconmodate to tbat? In tbe sbort teru, ue are anticipatiag a sligbt bulge in uudergraduate eurollmeatg to try to eompeDaate soue of the lost r€velue, but if re are nakiag a major ghift in tbe direction of the iastitution, then I think we ought to do ao cousciously, and not like a balloon tbat has a fiager poked iato it coning out at aone other pol.nt. (21 fe bad aoue exerciseg ia budgatary restraint in the adninistration aad one of the accommoda- tions that I made to taf,e sone pressure off falter Bortz waa to give up the rpresideDtrs Reportrtr ao tbat tbere will aot be a apecific Presideatra Report published thie year. Now the silver liaing iu this bit of uetauEholy news is tbat nert year, being ny 10th year as presideut, I an boping to do a somerbat Eore compreheusive report to take a 1ook at rhat bae beea accouplished over the decade. lad one of the things I would like to have in the report is soue meation of everl oae of our faculty. is you kaow, there are various reports tbat are cl.rculated and in past Presideatrs Reports re list the v name Faculty Senate l,leeting, iranuary L7 , L997 Page 8 of faculty Yho, for instance, have published a book, or ieceived a particular honor or a prize for a distinguisbed lecture or sonething they have done that se can poiat to with pride. xle are regularly getting about 30* of the faculty in thig endeavor, but there is Do reasoD tby se cannot Uet sometbing presumably from everybody about what they have acconplisbed over the course of a year that tbey feel good about, and we ought to identifY that and cite it. AD.TOURNUENf UpoD notion made and secouded, President Trachtenberg adjourned the meeting at 3s45 p.trl. I M J,1_ ru selinsky Brian Secretary 1 The Proposed GW/OrNda /Tenet partnership Preserving and Enhancing a Valued Medical Center Assuring Continuitv of Care in Downtown DC Why the Partnership? Like other academic medical centers, the GW Hospital faces a turbulent operating environment. Faced by such factors as reduced reimbursement, technological advances that encourage outpatient -- rather than in-hospital -- treatment, and changing patient needs. hospitals increasinsly must look to partnerships that bring the efficiencies and resources necessary to continue their mission. Such pressures. expected to continue and intensify in the future. prompted GW to explore all available options for assuring and enhancing its ability to sustain its mission of medical care, research and teaching; while maintaining state-of-the-art clinical facilities in downtown District of columbia and preserving the jobs of its employees. Progressive Partnership The George Washington University (GW) and OrNda HealthCorp (OrNda) have signed a letter of intent to create a partnership that will ensure continuity and enhancement of the GW Hospital in Foggy Bottom. This assures continuation of vital services, including the emergency room and trauma center, that the hospital historically has provided to the \- District of Columbia and the greater metropolitan area. Ownership - Board of Directors Under the agreement OrNda and GW will each be owners of the hospital, forming a limited partnership agreement. A partnership board will be established with equal representation from GW and OrNda. Certain reserve powers are retained by the Universitv in order to assure GW's stewardship of the academic mission of the clinical faculty. The partnership board will create a hospital board of trustees which will include physicians and community representatives. This hospital board of trustees will be responsible for maintaining GW Hospital's accreditation and quality assurance; it will advise the partnership board and perform other functions common to hospital boards of trustees. still the Gw Medical center The hospital is part of the broader GW Medical Center, composed of the School of Medicine and Health Sciences; the School of Public Health and Health Services, the GW Medical Faculty Associates and the GW Health Plan. While each of these medical center components is strengthened by emerging plans for the GW Hospital, their governance and operations are not otherwise directly affected by the proposed GWOrNda partnership. \, d Why OrNda? The search for an appropriate partner for the GW Hospital rvas a long and thouglrtful one. AII potential options, both non-profit and investor-owned, rvere explored. Five of the largest not- for-profit hospitals in this resion were approached and onll,one responded rvith a prolosal. Unfortunately, this proposal rvould have resulted in closing the hospital and rvas seriously lacking in commitment to hospital employees and GW's academic programs. The four largest investor-owned svstems also rvere approached. Of these. three responded with proposals, allof whiclr would have retained the GW Hospital in Foggy Bottom and continued its community service and academic programs. Of these proposals, the OrNda proposal made the greatest financial commitment to restoring the hospital's patient care facilities and the stroltgest commitment to our academic mission. Good for Patients. the community-Employees. Physicians and students The partnership: o guarantees GW's ability to continue and enhance the medical center's teaching and research mission on the Foggy Bottom campus; o sustains modern and up-to-date facilities for GW in Fo-egy Bottom at the center of the District of Columbia, facilitating access for patients, physicians, faculty and students alike. Will provide additional employment as it reconstructs the GW hospital's clinical facilities 1 downtown; continues GW's unrivaled tradition of outstanding emergency and trauma care for residents, local businesses and commuters, Congress, the federal and District of Columbia governments, the diplomatic community, and visitors: allows GW and its facultv to continue a tradition of caring for the city's uninsured and underinsured citizens. sustaining its notable history of uncompensated care, as wellas its assistance for clinics and community programs that serve the poor and underserved such as Clinica del Pueblo. Health Care for the Homeless, The Whitman-Walker Clinic and Zacchaeus Clinic; provides jobs for substantially all of the more than 1.600 emplolzees -- nearly 40 percent of whom are District of Columbia residents , with compensation and benefits consistent with the local market; assuring that the GW hospital remains one of the largest employers in the District of Columbia. transitions the GW hospitalto a District of Columbia taxpayer, adding to the city's tax base through the payment of sales, excise, and property tax at a particularly critical time in the city's history; suarantees continuation and growth of outstanding centers of excellence for the treatment of cancer, AIDS and HlV-related illnesses, women's health, and high risk births, as well as the Neurological Institute, the Center for Cardiovascular Diseases, and the internationally- recognized Ronald Reagan Institute for Emergency Medicine. )