Southcentral Foundation v. Alaska Native Tribal Health Consortium, 091420 FED9, 18-35868

Docket Nº:18-35868
Opinion Judge:MURGUIA, Circuit Judge
Party Name:Southcentral Foundation, Plaintiff-Appellant, v. Alaska Native Tribal Health Consortium, Defendant-Appellee.
Attorney:William D. Temko (argued), Munger Tolles & Olson LLP, Los Angeles, California; Nicholas D. Fram, Munger Tolles & Olson LLP, San Francisco, California; Louisiana W. Cutler and Shane K. Kanady, Dorsey & Whitney LLC, Anchorage, Alaska; for Plaintiff-Appellant. James E. Torgerson (argued), Stoel Rive...
Judge Panel:Before: Ronald M. Gould, Carlos T. Bea, and Mary H. Murguia, Circuit Judges.
Case Date:September 14, 2020
Court:United States Courts of Appeals, Court of Appeals for the Ninth Circuit
 
FREE EXCERPT

Southcentral Foundation, Plaintiff-Appellant,

v.

Alaska Native Tribal Health Consortium, Defendant-Appellee.

No. 18-35868

United States Court of Appeals, Ninth Circuit

September 14, 2020

Argued and Submitted June 3, 2020 Seattle, Washington

Appeal from the United States District Court for the District of Alaska Timothy M. Burgess, Chief District Judge, Presiding

William D. Temko (argued), Munger Tolles & Olson LLP, Los Angeles, California; Nicholas D. Fram, Munger Tolles & Olson LLP, San Francisco, California; Louisiana W. Cutler and Shane K. Kanady, Dorsey & Whitney LLC, Anchorage, Alaska; for Plaintiff-Appellant.

James E. Torgerson (argued), Stoel Rives LLP, Anchorage, Alaska; Brad S. Daniels and Rachel C. Lee, Stoel Rives LLP, Portland, Oregon; for Defendant-Appellee.

Before: Ronald M. Gould, Carlos T. Bea, and Mary H. Murguia, Circuit Judges.

SUMMARY

[*]

Tribal Health Services/Constitutional Standing

The panel reversed the district court's dismissal for lack of standing of a tribal health organization's action seeking declaratory relief regarding alleged violations of a federal law concerning the provision of health services to Alaska Natives.

The Alaska Native Tribal Health Consortium ("ANTHC") is an intertribal consortium created by Congress pursuant to Section 325 of the Department of the Interior and Related Agencies Appropriations Act of 1998 to provide certain statewide health services at the Alaska Native Medical Center in Anchorage. Plaintiff Southcentral Foundation ("SCF"), a nonprofit regional tribal health organization, is a member of ANTHC. SCF sued ANTHC for alleged violations of Section 325 in (1) forming an Executive Committee and delegating to it the full authority of the ANTHC Board of Directors; and (2) erecting informational barriers in a Code of Conduct and Disclosure Policy.

The panel held that SCF alleged an injury in fact sufficient to confer Article III standing by alleging infringement of its governance and participation rights under Section 325, as well as deprivation of its ability to exercise its governance rights intelligently and effectively. The panel reversed and remanded for further proceedings.

OPINION

MURGUIA, Circuit Judge

This case asks us to determine whether a tribal health organization has alleged an injury in fact sufficient to confer Article III standing to challenge alleged violations of a federal law concerning the provision of health services to Alaska Natives.

The Alaska Native Tribal Health Consortium ("ANTHC") is an intertribal consortium specifically created by Congress pursuant to Section 325 of the Department of the Interior and Related Agencies Appropriation Act of 1998, Pub. L. No. 105-83, 111 Stat. 1543, to provide certain statewide health services at the Alaska Native Medical Center in Anchorage, Alaska. Southcentral Foundation ("SCF")-a nonprofit regional tribal health organization that provides health care programs and services to over 65, 000 Alaska Natives-is a member of the intertribal consortium.

SCF appeals the district court's dismissal of its complaint against ANTHC for alleged violations of Section 325. We have jurisdiction under 28 U.S.C. § 1291, and we reverse.

I. Background of Section 325

Until the 1970s, the federal government administered health care programs and provided health services directly to Alaska Natives and American Indians through the Indian Health Service ("IHS"), an agency within the Department of Health and Human Services ("DHHS"). Thereafter, federal policy shifted towards empowering tribes and tribal organizations to manage and operate federal programs offered for the benefit of Alaska Natives and American Indians. See 25 U.S.C. § 5301. With that goal in mind, Congress passed the Indian Self-Determination and Education Assistance Act of 1975 ("ISDEAA") to promote a "meaningful Indian self-determination policy which will permit an orderly transition from the Federal domination of programs for, and services to, Indians to effective and meaningful participation by the Indian people in the planning, conduct, and administration of those programs and services." Id. § 5302. In other words, the ISDEAA provides Indian tribes with the authority, discretion, and funds to administer programs that the federal government would otherwise provide.

In the mid-1990s, IHS began constructing a new Alaska Native Medical Center ("ANMC") building in Anchorage to serve Alaska Natives around the state. IHS planned to transfer control of the ANMC to Alaska tribal entities, but over 200 Alaska tribes and tribal organizations could not agree on a management structure. To break the deadlock, Congress enacted Section 325 in 1997, which created an intertribal consortium "to provide all statewide health services provided by the [IHS] of the [DHHS] through the Alaska Native Medical Center." Pub. L. No. 105-83, § 325, 111 Stat. 1543, 1597 (1997). Section 325 outlines the formation and governance of the consortium in the following key terms: (a) Notwithstanding any other provision of law, and except as provided in this section, [thirteen regional tribal health organizations, including Southcentral Foundation] . . . are authorized to form a consortium (hereinafter "the Consortium") to enter into contracts, compacts, or funding agreements . . . to provide all statewide health services provided by the [IHS] through the [ANMC] Office. Each specified "regional health entity" shall maintain that status for purposes of participating in the Consortium only so long as it operates a regional health program for the [IHS] under Public Law 93-638 (25 U.S.C. 450 et seq.), as amended.

(b) The Consortium shall be governed by a 15-member Board of Directors, which shall be composed of one representative of each regional health entity listed in subsection (a) above, and two additional persons who shall represent Indian tribes, as defined in 25 U.S.C. 450b(e), and sub-regional tribal organizations which operate health programs not affiliated with the regional health entities listed above and Indian tribes not receiving health services from any tribal, regional or sub-regional health provider. Each member of the Board of Directors shall be entitled to cast one vote. Decisions of the Board of Directors shall be made by consensus whenever possible, and by majority vote in the event that no consensus can be reached.

Id., 111 Stat. at 1597-98 (emphases added).

ANTHC was established as the statutorily-authorized Consortium to provide statewide health services under Section 325 shortly after its enactment. ANTHC's Board of Directors (the "Board") held its first meeting in January 1998 and concurrently adopted its original bylaws (the "Bylaws").

II. Factual Background

Many of the following facts are alleged in SCF's complaint, which we presume to be true on this appeal. See Mont. Shooting Sports Ass'n v. Holder, 727 F.3d 975, 979 (9th Cir. 2013).

A. ANTHC's Executive Committee

In November 2014, the chair and president of ANTHC's Board of Directors, Andy Teuber, sent an email to the Board stating that it would consider certain amendments to the Bylaws at the Board's meeting in December 2014.

At the meeting, the Board-by a thirteen-to-two vote and over the objection of SCF's representative on the Board- adopted an amendment proposed by Teuber that resulted in the creation of a five-member "Executive Committee" of the Board. The Executive Committee was to be comprised of the Chair of the Board, and two or more additional Directors appointed by the Chair. The Executive Committee was authorized to "exercise the authority of the Board of Directors in the management of the Consortium," subject to a few narrow exceptions. Importantly, actions taken by the newly created Executive Committee were not subject to ratification by the full Board. Furthermore, the Executive Committee's authority was not limited to acting between Board meetings or in emergency situations.

At the December 2014 meeting, Teuber also proposed an evaluation of the compensation paid to the Directors, which included the development of a plan to increase their compensation retroactive to incorporation, despite the fact that between 1999 and 2011 the Articles of Incorporation did not permit Directors to receive compensation for their service on the Board. Notably, this proposal followed a settlement between ANTHC and IHS in June 2014, wherein IHS provided ANTHC a one-time payment of $153 million because of failures to pay certain contract obligations.

Shortly thereafter, the Executive Committee met for the first time. Neither SCF's primary Director, nor its alternate, were members of the Executive Committee. The Executive Committee approved lucrative employment contracts for two senior executives of ANTHC-Teuber and CEO Roald Helgesen. Notably, Teuber's base salary increased from $110, 000 to $730, 000.

Meanwhile, SCF's designated Director was not informed that the Executive Committee had even met until Teuber summarized the results of the meeting in an email in February 2015. Although the email disclosed the execution of new contracts for Teuber and Helgesen, it did not disclose the terms of the contracts, including the compensation amount.

Then, in April 2015, the Board held a special meeting during which it ratified the actions taken by the Executive Committee in December 2014. According to SCF, by this time Teuber's and Helgesen's new contracts had already been...

To continue reading

FREE SIGN UP