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The ruling in the closed-door arbitration authorizes a transferd of control ofExempla -- or in the terminology of nonprofit Exempla's legak structure. But it says Sisters of Charity cannot pay Communitu First forits stake. "The Exempla bylaw permit and authorize either member of Exemplwa to transfer its membership to the other if both members unless the transfer isfor value," Friday'z arbitration ruling by William Meyer of ( in PDF format.) All sidex in the dispute said over the weekend they are reviewing their "next steps" in light of the ruling.
The arbitratioj stemmed from Exempla's board lawsuity to block the sale, saying it would diverf proceeds away from their intendedsmedical purpose. Exempla has also objected to placing two Exemplza hospital that have established medicakl policies ona non-sectarian basis under Sisters of Charity, a Romanh Catholic organization. Sisters of Charitg and Community First jointlg founded Exempla in 1997 to own Lutheran Medical Center in Wheat Ridge and Good Samaritan Medical Center in which are the focus ofthe dispute. (Exemplw also operates Saint Joseph Hospitalin Denver, whichj is owned by the Sisters of Charitty and has traditionally operater as a Catholic hospital.
) Sisters of Charithy and Community First usually describe themselves as or "members" of Exempla in legal documents. Arvada-based Communitgy First was founded in 1975 as the Lutheran MedicalCenter Foundation, the fundraisintg arm of that hospital. It has now become a generap philanthropic organization and support agencyfor nonprofits, and is seekinvg to exit its hospital-ownership role. The $311 milliom buyout price was to have supported its charitable In separate statements overthe Exempla's CEO focused on the fact that the arbitratord had barred sale of Community First's share of Exempla; Communitg First and the Sisters of Charityg noted that the arbitrator is allowing a transfer.
the arbitrator ... ruled that our sponsors cannog complete their member transfer agreement as Exempla CEO Jeff Selberg wrote in a letter toemployees Saturday. ( .) "Thew arbitrator ruled [Community First] cannot receive payment for transferring its membershipto [Sisters of Charity]," Selberg wrote. Sisters of Charity and Community First issued a joint statemen t Saturday sayingthey "are reviewing the arbitrator’ws decision to permit the transfer of theirt memberships. According to the the bylaws governingExempla Inc. allow [Sisters of and [Community First] to transfer their memberships.
In lighty of the arbitrator’s stipulation that no valu e can be assigned tothe transfer, the leadershilp of both organizations is working diligently to determine next steps. "Thes sponsors remain united in their view that the membershipl transfer is necessary to maintain the vitalitgy of Exempla hospitals and suppor t critical services in the broader Denve rmetropolitan community," the joint statement adds. If the transactiojn is completed, the Sisterx of Charity would require Lutheran and Good Samarita n to adhere to Catholic medical directived that prohibit sterilization contraceptive servicesand end-of-life decisionsd such as the removal of feedinf tubes.
The arbitrator's ruling does not appear to bar such a medica l policy change at thetwo "Exempla has not established that the charitable purposesd and specific objectives of Exemplsa would prohibit the application of the Catholic doctrin ... at [Lutheran and Good Samaritan] as a resultt of such transfer," the ruling says. Early last year, Exempla’ss board of directors sued to block the previouslt announced deal that would make the Sisters of Charit the sole sponsorof Exempla’s hospitals, with the Sisters agreeinf to pay Community First $311 million. A Denver District Court judgs later ordered Exempla and its sponsors to seek arbitration inthe case.
Exempla said it did not want arbitration because the repercussions from the transfee will affect the publicand "shoul be addressed in a courtroom, not behincd closed doors." But Denver Districtt Court Judge William Robbins said in a court orderd issued on June 25, that both state and federall policy strongly favor arbitration in such He granted the Sisters of Charity's motion to compep arbitration. The private arbitrationb was delayed several months becauswe the sides in the dispute coulde not agree onan arbitrator. It began this spring.
In his lettet Saturday, Exempla's Selberg said that "whiler we disagreed on significant issues, I believe the intention of allparties was, and still is, to meet the needs of our patients, hospitals and clinics. We look forward to identifying next steps withour sponsors."
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