APCForum, February 2022, Vol. 24 No. 1
The board has been reading and reviewing all the correspondence it has received from members, non-members, past board members, and stakeholders in the field of spiritual care since we announced our decision to cease merger talks with ACPE. We have received many letters of support for our decision, and some are upset with the decision to end the merger talks while others are seeking more information about why the board made this decision and why a deciding vote was not passed along to the members.
Business decisions, especially of this magnitude, can be difficult to understand. We have been trying to explain this decision without breaking agreements of confidentiality that were agreed to at the beginning of these discussions over four years ago and remain in place today. We respect our long collaboration with ACPE and plan on continuing that collaboration now and in the future.
The board’s decision was based on our responsibility to act in the best interest of APC. After more than 45 hours of joint meetings between APC and ACPE representatives and considerable due diligence research, the board decided a merger with ACPE was not in the best interest of APC.
Most mergers or acquisitions take place, because one of the organizations is in trouble or they have a collective goal that they are seeking to achieve, a goal that cannot be reached on their own. When it comes to APC and ACPE that is not the case. Both organizations are healthy and strong, and there is nothing that we could only do as one organization that we cannot work on together, cooperatively but as separate organizations.
On the advice of counsel, we reviewed the legal responsibility we have as board members, to carry out the full duty of care and fiduciary responsibilities assigned to us by law when making decisions as a board. As such, the board is expected to put the same care, thought and diligence into making a decision for the organization as they would for their own personal matters. A decision to dissolve requires extensive consideration of the board.
With this distinction explained and because the board could not identify a single compelling reason or goal that APC could not continue to pursue as an independent organization, the board made the decision to indefinitely suspend merger negotiations with ACPE.
Could the board have voted to let the APC membership vote to dissolve and merge with ACPE? Illinois law states the board must first vote if the merger is in the best interest of APC and its members. If the vote were yes, then members would have had opportunity to vote.
Additionally, five years ago when these merger talks started there were five strategic partners involved. When others left the conversation for reasons of their own, the conversation was transformed from merger talks to one of acquisition. APC would dissolve and its assets would be transferred to ACPE. Only BCCI would remain.
There has been a lot of talk about “the profession” when discussing the merger. I ask you as chaplains, what profession are we responsible for as members of the Association of Professional Chaplains? The field of spiritual care is far and wide, and we are blessed to be a part of it, but not all chaplains are educators, not all chaplains work in the field of healthcare. There is a profession that APC works for, and it is chaplaincy. We continue to believe that ACPE has the best clinical pastoral education for our certified chaplains, but CPE does not define what a chaplain is or does. The board is proud of our members and the work we continue to do. APC is proud of the profession of chaplaincy, and we are proud to continue to serve it.
The board is currently working on APC’s next strategic plan, and we have several exciting changes coming later this year. APC has been continuing to work on revisions to the website and a new certification application process. Once these new systems are up, we expect to bring additional enhancements online for maintenance of certification and requests for verifying certification status. We are excited to begin a new chapter of APC and we continue to work with ACPE and all our strategic partners, just as we have done in years past. We know that many still feel the pain of disappointment but sometimes moving forward is the next step to healing.
We ask that you humbly accept our delay in responding as a matter of balancing our head and hearts in these matters during these challenging times. The goal is to speak clearly, factually, and precisely within our functional boundaries as a board. We acknowledge that our internal process has made it seem we are insensitive. Please charge it to our heads, not our hearts. Our on-going plan is to share a series of communications in the APC Forum and other communications, providing further insight into our process of ending talks of acquisition.
Rev. Dr. Jeffery T. Garland DMin Eds BCC-PCHAC is a chaplain the VNA Health Group Barnabas Health Home and Hospice & Palliative Care Center in West Orange, New Jersey. He serves as President of the APC Board and may be contacted at firstname.lastname@example.org.