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Minutes

DREXEL/MCP HAHNEMANN MERGER TRANSITION TEAM

Meeting No. 3
December 13, 2001

The meeting began at 5:10 p.m.

  1. Communication/Information/Trust. Multimedia/Web Support Specialist Michael Giamo gave a final demonstration of the website, which was approved by the Team. It will "go live" on Monday, December 17, at www.drexel.edu/admin/merger and be accessible by using a university password. Tobey Oxholm, Jackie Mancall, and President Papadakis just made presentations at the Drexel University Assembly, the special topic of which was the merger. Next week, Tobey will make a presentation of the website to the MCPHU Faculty (on December 18) and be meeting with the group of MCPHU Faculty who previously met with Accenture (on December 19).

  2. Old Business. No one has received any comments in response to the minutes, or any reactions to the Principles adopted at the last meeting. Comments are encouraged, and the Team welcomes any suggested refinements to the Principles.

  3. Academic Structure and Synergies. The Merger Transition Team has not identified academic structure, integration or synergies as topics that must be worked on by the Team in the first sixty days. Even so, the Team discussed whether it should start encouraging academic units to engage in introductory exercises (including social events) or planning for merger. It was decided that this was more appropriately left to the Deans of the various colleges and schools. The Team encourages the Deans to begin planning for such events.

  4. Issue No. 1: Structure of the New University. The Team continued its discussion, begun last week, of whether the School of Nursing and Health Professions and School of Public Health ought to be on the Drexel or medical school side of the legal "firewall" (that is, whether they should be left within the Philadelphia Health & Education Corporation legal entity). To some degree, this is a matter of the name: a "Drexel University of the Health Sciences" implies a separateness from the rest of "Drexel University" that the faculties of both schools do not want to have; indeed, each faculty has now issued a position paper in which they announce their preference for becoming a full part of Drexel University. The reason are several, and include the close working relationships and opportunities for greater collaboration with the eight colleges and schools of Drexel University than with the school of medicine. The Team considered the two position statements closely, and explored whether the goals of each could be met regardless of which corporate entity was their home. The School of Medicine is as interested as the other two schools in creating new opportunities for interdisciplinary research and entrepreneurial activities, visibility, and new courses and programs; and, in accordance with the Principles, no school should be penalized as a result of the merger. There should be academic unity, and equality of administrative services, regardless of any firewall.

The Drexel trustees are going to preserve the PHEC corporate structure to create a "firewall" between Drexel and the clinical practice group in case of a "catastrophic event" – e.g., medical malpractice that is uninsured, False Claims liability to the federal government, research misconduct (e.g., involving human trials). To that extent, the Nursing and Public Health schools have two reactions: on the one hand, they are not concerned because they do not anticipate any such event and the corporate form will not affect the academic relationships with the other Drexel schools and colleges, but on the other hand, why should they not be as protected from a catastrophic loss as the other Drexel schools and colleges? These issues are the same for the basic scientists within the School of Medicine: the "firewall" exists because of risks posed by the clinical faculty.

There is reason to believe that the Board of Trustees of the other corporate entity will necessarily spend most of its attention on the school of medicine, just as the PHEC Board does now; and in that process the two other schools have felt totally neglected.

Over the past three years, the two schools have through a reporting relationship to the Provost that has created both efficiencies and growth, and has been largely successful. If they remain within PHEC, however, their finances will be reviewed under one structure (the University of the Health Sciences) while their academic offerings will be governed by the other. Dividing academic and financial systems between two corporate structures would be a mistake: the budgeting and reporting systems must match so that there is consistency in program development and evaluation.

A practical effect of the two schools joining Drexel's legal entity would mean that their benefits would have to be equalized immediately. If all PHEC employees were to be given Drexel benefits, it would cost an additional $7 million per year at current rates. If just the Nursing and Public Health schools were to be transferred, the additional cost would be $793,600, of which $745,000 relates solely to the retirement program. Even if that could be afforded, the employees of the School of Medicine would not understand why Nursing and Public Health were receiving benefits from the merger that were not being made available to the school of medicine. At the same time, the university should be looking to encourage the long- term relationship of its hardest working and most productive employees; and one of the most significant differences between MCPHU and other academic medical schools is the retirement plan. The inequity across schools of medicine, nursing, and public health must also be addressed promptly.

The Team understands that the pro forma financial statements provided to the Drexel Trustees provide for benefits to be equalized over three years – that is, approximately $2.33 million increase per year. To achieve full equalization in the first year, an additional $4.66 million would have to be found in the first year, and an extra $2.33 million in the second year. Equalization is therefore a $7 million question. The Team decided to defer further consideration of this issue, pending further examination of the financial aspects of merger.

  1. Issue No. 2: Faculty Governance. The Team next decided to consider the issue of faculty governance. The report of the Task Force created in 1999 reports that there was unanimous agreement that there ought to be one Faculty Senate, with 18 senators appointed from MCPHU and 18 from Drexel; but the Team understands that there are reasons to doubt whether the Task Force was as unanimous as the report indicates. There is concern at Drexel that the admission of the medical school with such a large faculty would overwhelm the Senate; at the same time, there is no doubt that the clinical faculty members of the MCPHU Faculty Council are full and regular participants in the governance of that university. There is some doubt within the Drexel faculty that the Senate can absorb the MCPHU Faculty Council; but there is no reason to suppose that the Faculty Senate's abilities end at eight colleges and schools (as it exists at present) and could not handle just three more. While the idea of two separate and equal senates was considered, this solution violates several Principles, including encouraging a community of scholars and encouraging unity – one university and one faculty.

The Team then began to discuss alternative structures, including:

  • Giving proportional representation to the three MCPHU schools according to the algorithm currently in place;
  • Giving proportional representation to the schools of nursing and public health, but capping the number of representatives from the school of medicine to some number correlative to the College of Arts and Sciences;
  • Having a bi-cameral governance structure, allowing proportional representation in the "house" and equal representation in the "senate";
  • Structuring the senate like the Electoral College; and,
  • Carving out certain duties from the scope of Senate subcommittees where the functions were viewed as being "core" (e.g., curriculum, long range planning) and vesting them in some super- or university-wide committee

Each idea has its plusses and minuses.

The Team then discussed how best to examine these alternatives, and to come to some conclusion. After discussion, it was agreed that the Team should spend more time working on this issue before it created a sub-team to work further on it; and therefore decided to hold it over for discussion at the next meeting. Between then and now, Jackie Mancall and Donna Murasko will meet to see if they can come to some common understandings, or eliminate any of the identified alternatives. Others may be invited to the meeting if that would be helpful to them.

6. Issue No. 3: Student Governance. There was agreement that the issues
that had just been discussed with respect to Faculty Governance applied with equal force to
Student Governance. For that reason, between now and the next meeting, Justin Mathews and
Michael Neyman will meet to see if they can come to some common understandings. Others
may be invited to the meeting if that would be helpful to them.

7. Next Meeting. The team will next meet on December 20 at 5:00 p.m. in the
President's Conference Room, 19th Floor, New College Building, MCPHU.

The meeting was concluded at 7:50 p.m.

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