Deborah Joyce Dowe The Muhlenberg Independents

Plainfield, NJ, 07062

January 15, 2015

Honorable Katherine R. Dupuis, P.J.S.C. c/o Clerk of the Superior Court New Annex Bldg, 1st Floor Elizabethtown Plaza, Elizabeth, NJ, 07207

Re: In the Matter of the Application of Muhlenberg Regional Medical Center and the Muhlenberg Foundation Docket No. C – 1077 – 14

Dear Judge Dupuis,

As a listed interested party in the pending Order to Show Cause, The Muhlenberg Independents have written multiple Attorney Generals to request a cy pres proceeding, since 2008.

We want a full accounting of the assets impacted by the closure of Muhlenberg Regional Medical Center (MRMC). I am objecting to the entry of the order on this Order to Show Cause, concerning the liquidation of the funds held by and on behalf of Muhlenberg and the Foundation at issue, and restating our request that all steps be taken to give deceased donors and the MRMC community the full protection of the law.

Admissions of wrongdoing in the administration of public assets, dedicated to the use of a disenfranchised and medically underserved population, cannot be dismissed as a “clerical error” by outsiders who have engineered a healthcare desert for the Plainfield community while taking all advantages and profitable resources for themselves.

There appear to be calculated reasons for the failure of the entity controlling Muhlenberg Regional Medical Center Board and the Muhlenberg Foundation Boards to perform their

fiduciary responsibilities and conduct a timely cy pres proceeding. Misinformation about a merger in 1997 and the closure in 2008 is unacceptable and should not be treated as insubstantial and not worthy of investigation in 2015.

Under what condition was the mission statement changed? It appears that Solaris Health Systems, the Muhlenberg Regional Medical Center and or the Muhlenberg Foundation did not notify the New Jersey Attorney General or the Surrogate Court of the hospital’s closing and seek direction(s) as to the disposition of its many assets. Original New Jersey Hospital Law and Muhlenberg Hospital, Plainfield, New Jersey1872New Jersey Legislature Session of 1872 - Chapter DXI -

"An Act to amend the charter of the City of Plainfield" "Article 14. And be it enacted,That it shall be lawful for the common council of said city to pass such ordinances or by-laws as to them shall seem meet and necessary for ...to enact health laws, and establish a board of health; to provide for the relief of the poor and for the establishment and maintenance of an alms house or a workhouse, and a city hospital, ..." approved April 4, 1872.

Muhlenberg Regional Medical Center Financial Statement Issued for the Year Ended December 31, 2010 documents the control and role of Solaris/JFK Healthcare Systems that is hidden in this legal filing.

Issue 1The closing of the Muhlenberg Regional Medical Center’s (MRMC) acute care hospital by Solaris Health Systems in August of 2008 violated the original Articles of Incorporation, which clearly state that the sole purpose of the organization was “to provide a hospital for the residents of Plainfield, New Jersey.” The MRMC Federal Tax Return 990 for the year 2010 now changes the mission statement which reads:

“Muhlenberg Regional Center is committed to excellence in providing quality and compassionate healthcare services to diverse communities.”

Muhlenberg was started 131 years ago after a train accident, beginning a tradition of bequests and endowments long before government was expected to provide for charity care. Residents upheld a long tradition of leaving bequests and endowments they expected to compensate for charity care.

The Muhlenberg takeover exposes a fatal flaw in the protection given to endowments after the benefactor’s death. For-profit tactics of mergers, acquisitions and liquidations are being applied to public assets deserving of stewardship and have spread and redefined the practices of a new generation of profiteers. utilizing the barely scrutinized and rarely regulated structures of

non-profit corporations, the plundering of old richly endowed facilities, like Muhlenberg Hospital, is turning into a tragic loss of history and multiple generations of philanthropy. We must honor the sacrifice of people who made provisions to care for the poor and disenfranchised or return those assets to the appropriate heirs.

JFK/Solaris was in existence at the time donors chose to leave their money to a Plainfield Hospital with a stated mission and history of serving the needy. Changing the mission statement of the hospital indicates the abandonment of this mission, as do the actions that were taken. There are people who would not have donated this money if they knew that it would not benefit the African-American Community. The Lapsley Medical School Scholarships are just one example of the significant funds donated to the hospital after the civil unrest of 1969. Life- threatening racial disparities in health care and the number of African-American physicians were negatively impacted by discriminatory practices, admitted by the AMA in 2006, Plainfield’s medical scholarships were given to recipients who did not meet the residency and financial restrictions. The needs of Plainfield and its minority population were once again sacrificed to benefit the people in control. These are not mistakes and not just moral failings; they are clear violations of the law.

In spite of New Jersey having the worse racial disparity statistics for Infant mortality, JFK/Solaris declined Muhlenberg’s role of delivering 900 births a year, in support of the Neighborhood Health Center. The plan for MRMC’s pregnant women to give birth at Trinitas, the farthest point away in Union County, is at best suspect. Is it significant that all of the other closer hospitals were located in predominately white communities. Also rejected were addiction services and psych beds that no other hospital was willing to take over. A review of donor intent in all of the wills is necessary to determine the funds that should go to Trinitas.

The tone and scope of the plaintiff’s presentation does not reflect the significance and true value of the resources impacted by this action. Closing the hospital contributed to the loss of 1000 jobs, doctor’s offices, pharmacies, labs and support services and businesses. The importance of this institution was understood regionally. 13 Municipalities in three counties passed resolutions urging the State of New Jersey to reconsider the decision to close Muhlenberg Regional Medical Center. Citizens, impacted by the closure of MRMC continue to oppose the devastating loss to our community.

The millions of dollars in donated funds to these nonprofit corporations are a direct expression of the pride and trust placed in a hospital people expected to exist in perpetuity. This pride and community spirit is what led to the fund of money that this action is here seeking to liquidate.

In spite of continuing to hold fund raisers in the Muhlenberg name, the loss in annual donations is just one part of substantial value that was not transferred, just destroyed.

Significant portions of this money were donated to assist and atone for conditions unique to the African-American community. This community is not represented in the membership or priorities of the entity seeking free rein over the future use of these funds. This action seeks to neutralize any process of holding them accountable. Some of these funds were reparations for the large number of biracial children that were never claimed and supported by their wealthy fathers.

Thousands of Plainfield residents and celebrities were born in Muhlenberg Hospital. Many more owe their lives to the conveniently located treatment they received there. The actual wills need to be examined to acknowledge the complexity of donor intent that goes beyond vague generalizations about health and maintaining a location.

The concept of Certificate of Need was redefined from the Need of the public to have Access to Care and local control of philanthropic resources, to the financial need of a deeply indebted hospital to use heavily endowed Muhlenberg Nonprofit Corporations to finance medical services for a different demographic in a different county.

We reject the assertion that no one else is willing or able to provide medical services in Plainfield. Control of our assets has enabled outside entities to establish a medical monopoly that is negatively impacting the health of a disenfranchised minority community. Reports of failed efforts to find a buyer were not transparent, conflicted with accounts from potential buyers, and they hid the existence of a 152.9 million dollar debt that may have been the actual motive for the closure.

Who is bringing this action before the court? These are the same people that made the decision to shut down Muhlenberg. They are not from Plainfield, they are not acting in the best interests of the community and they are clearly not acting in accordance with the original charitable purposes of the gifts made to support this civic institution.

Are there legally constituted boards taking votes at meetings and approving these actions? There are serious questions about who has made these decisions that are demonstrably not in the best interests of the community. Negligence and questionable financial transactions have destroyed instead of transferring Muhlenberg’s value and capacity to care. Before more damage is done to this community by outside interests, the status of the organizations and the boards that are alleged to be making these alleged “independent” decisions needs to be proven:

Muhlenberg Regional Medical Center

Muhlenberg Foundation

Anthony Yelenscis Community Hospital

Solaris/JFK Healthcare System

Neighborhood Health Center

JFK /Muhlenberg Dorothy Snyder Nursing School

he basis for the argument before the Court is the 2009 “Uniform Prudent Management of Institutional Funds Act,” hereafter referred to as the “Funds Act.”

On July 29, 2008, the NJ Department of Health issued a Certificate of Need authorizing the closure of Muhlenberg Regional Medical Center as an acute care facility with certain conditions.

On March 9, 2009 the New Jersey Legislature adopted the “uniform Prudent Management of Institutional Funds Act.”

The Funds Act specifies: “This act shall apply to institutional funds existing on or established after the effective date of this act.” The claims by MRMC and the Muhlenberg Foundation in the Verified Complaint in Action of Declaratory Judgment of Modification of Restrictions on Institutional Funds and Modification of Trusts Maintained by the Third Party Trustees are that the institutional funds subject to the restriction have a total value of less than $250,000; and more than 20 years has elapsed since the funds were established.

Questions:

1. The creation of the funds in question may be older than 20 years, but were monies deposited in any of those funds after the cutoff date of 1994 or 1995? If so, then the fund accounts were still active within the past 20 years, and thus a ruling must be made as to whether those fund accounts should or should not be included in this cy pres proceeding, such as the William Augustus Muhlenberg Fund, which “has been untouched since 2005.” (Certification of Mark Haggerty, page 9, fund 3025.)

2. When does the clock begin or end on the fund account? At the establishment of the fund account or at the last deposit into the fund account? This is a question that the Court must decide in order to provide clarity to the Public.

3. The case law cited by the Acting Attorney General and Applicants’ Attorney are cases that were heard under the old Funds Act and not the new 2009 Funds Act so are those cases cited applicable under the 2009 Funds Act?

4. Some of the funds listed in the Certification of mark Haggerty are more than the $250,000 threshold, so why are those fund accounts included in this cy pres proceeding?

5. Why the time lapse for this cy pres proceeding? Why wasn’t this done at the time of the 2008 closure of MRMC?

6. How will this current cy pres proceeding impact other funds held by MRMC, the Muhlenberg Foundation and/or Third Party Trustees that are not currently itemized or listed?

There appear to be numerous conflicts of interest and failures to follow the law. I would like more time to make an argument worthy of these concerns. The level of misrepresentation may constitute fraud and warrant further proof by the organizations seeking to liquidate the donations, scholarships and real estate value of this civil institution.

On behalf of the public interest, I reserve the right to further address previously and currently submitted documentation and to add and submit any document, if any documentary evidence should become known after the time of the submission of this response.

cc: Frank R CieslaGiordano, Halloran and CieslaOffice of the Attorney General, Attention: Jay GanzmanVernita E. Sias-Hill, Esq.Corporation CounselCity of PlainfieldKelli ChristainsenPNC Wealth Management Nancy PiwowarThe Muhlenberg Research Group