UNOS Member Update
Dear UNOS Member Representatives,
As part of the annual Members Meeting, we’re asking you to to ratify the recent decisions of your UNOS Board. First, though, we wanted to share background information regarding these decisions and reassure you that the services UNOS provides to you as part of your UNOS membership will not change as a result of this vote, and your participation in the OPTN does not change as a result of this vote.
Voting will open Feb. 8 at 12 p.m. ET and close Feb. 22 at 1 p.m. ET
As you’re likely aware, HRSA announced in March 2023 their intent to move to a multi-vendor model for future OPTN contracts. This is a change that our CEO strongly supports, as does the rest of the leadership team at UNOS. Because the UNOS and OPTN Boards consist of the same directors, the UNOS Board took action to separate the boards – removing any conflicts that might arise by having multiple vendors participate in the OPTN – and enable UNOS to have new governance structure with an independent set of directors.
The UNOS Board voted, with an effective date of March 30, 2024 (the day after the current OPTN contract with UNOS expires), to eliminate the overlap of the OPTN and UNOS boards. The current UNOS Board of Directors has approved modifications to the UNOS bylaws, including a slate of 7 UNOS Board of Directors – independent and separate from any director on the OPTN Board.
The UNOS Board also voted for members of UNOS to be changed from voting to non-voting status in the bylaws to allow the future UNOS Board of Directors to select their successors, as is common practice for mission-based non-profit governance. This change of voting status does not impact the services provided to your institution as UNOS members nor does it have any impact on your membership and participation in the OPTN. It also does not change your voting status for OPTN matters.
- Remove conflicts of interests between the currently overlapping boards of the OPTN and UNOS; and
- Bring UNOS into a standard non-profit governance model.
Interactive Q&A sessions
- Jan. 25, 2024 from 11 a.m. – 12 p.m. ET
- Feb. 7, 2024 from 4 – 5 p.m. ET
Materials for review
Voting
- Voting will open Feb. 8 at 12 p.m. ET and close Feb. 22 at 1 p.m. ET
- A link to the election portal will be sent to you from [email protected] on Feb. 8, 2024 at 12 p.m. ET.
- If you do not receive the email, it may have gone into your SPAM/JUNK MAIL filter. Look for a message from [email protected].
Questions
- Please direct technical questions or issues regarding the online portal to Votenet at 866-984-3125.
- If you have any additional questions please contact [email protected].
Thanks for your attention to this matter. These changes are important to ensure UNOS can continue to support the transplant community while being mindful of HRSA’s goals for OPTN modernization.
Ryan Ehrensberger, Ph.D.
Chief Strategy Officer, UNOS
Ryan Ehrensberger of UNOS explains the board action we’re asking you to take.
Questions & answers
What am I voting on in February?
- amending the UNOS Bylaws to change the governance structure of UNOS and select a new slate of Board members to govern UNOS effective on March 30, 2024, separate and independent of the OPTN Board of Directors; and
- changing the voting status of UNOS membership to allow the new UNOS Board to select their successors, as is typical in non-profit governance.
Why the separation of OPTN and UNOS Boards?
HRSA is moving to a multi-vendor model for the OPTN and has advised UNOS and the community that going forward, the OPTN Board and the contractor(s) (currently UNOS) Board will need to be separate.
Why move UNOS members from voting to non-voting status?
These changes align future UNOS governing structure with more traditional non-profit governance structures and allow the UNOS Board of Directors to be self-perpetuating. Today, because the UNOS and OPTN Boards are the same, your institution votes on the selection of individuals to serve as members of both Boards. This move to non-voting status only impacts the selection of future UNOS Board of Directors and will not impact your institution’s ability to continue voting for Board Directors for the OPTN.
What services will change for UNOS members?
How will this impact my OPTN membership?
This vote will not impact your institution’s membership in the OPTN. You will remain a member of the OPTN and continue to participate in the OPTN the same way you have in the past. This vote is solely related to the governance structure of the non-profit UNOS and in no way affects your membership in the OPTN.
Who will be the new UNOS Board members?
What will the relationship be between the UNOS and the OPTN boards?
The two boards will be distinct and independent with no overlap. This is necessary to avoid conflicts of interest and aligns with HRSA’s vision for the OPTN.
Will this change impact patients and organ allocation?
No. This change in UNOS governance structure will not impact the match run, nor will it impact, change or alter in any way organ allocation policy. Those critical elements of the transplant system will remain under the direction of the OPTN Board of Directors with oversight from HRSA.
What happens if Members do not ratify the Board vote?
HRSA has made clear that as it implements a multi-vendor model for the OPTN, that Board must be separate and independent from the Board for any OPTN contractor. Therefore, the UNOS Board made the decision – inline with HRSA’s goals of increased accountability, transparency, good governance and strengthening public trust in the system – to create a new governance structure for UNOS and avoid any conflicts and complications.
What priorities will the new UNOS Board have?
The same priorities as the current Board has: to direct and oversee the strategic direction and performance of UNOS.
The purpose of the new configuration of the UNOS Board is to remove the conflicts of interest inherent with any overlap with the OPTN Board.