BENNINGTON — The boards of United Counseling Service of Bennington County and Health Care and Rehabilitation Services of Windham and Windsor Counties are considering a formal agreement in which HCRS would acquire the local mental health and disability care organization.
Speaking during a joint interview this week, officials from the two agencies said they expect their boards to make a decision on whether to move forward toward an acquisition within the next three to four months.
Separate votes by each nonprofit organization’s board would be required before details of the acquisition are discussed in detail and eventually finalized.
The two organizations have been working cooperatively since the spring, with HCRS acting in a management oversight role.
State designation
That oversight arrangement came as UCS was struggling with the possible loss of its status as a state-designated agency to provide services for developmentally disabled clients, which is required for UCS to receive Medicaid reimbursements for care provided.
Following a 2023 complaint to the state Department of Disabilities, Aging and Independent Living involving UCS programs, and a subsequent investigation by the state Attorney General’s Office, a settlement with the state was announced in March.
Attorney General Charity Clark said the probe “found at least 10 cases of ongoing service and supervision failures that caused serious and preventable risks to both those service recipients and to members of the public in contact with those individuals.”
UCS agreed in the settlement to “implement dramatic organizational reforms, including appointing an external oversight monitor, hiring a new director of quality to take over day-to-day management of the division, and publicly report substantive corrections for up to three years.”
The state previously had noted a high staff turnover rate at UCS and other issues.
Acquisition considered
What is now being considered is a formal acquisition of UCS by HCRS, which would require a positive vote by both boards to move forward, officials said during an interview Wednesday.
If the decision is to move ahead with an acquisition by HCRS, they said, the management structure and other details of a formal arrangement would have to be worked through and agreed upon.
Asked about a possible acquisition, UCS board President Robert W. Thompson said, “We are entertaining the possibility.”
UCS board member and treasurer Stephanie Mulligan said the boards of both nonprofit organizations have separately “passed resolutions to explore the possibility of an acquisition through a due diligence process.”
“We are in the process of exploring an acquisition, not a merger,” said UCS interim Chief Administrative Officer and HCRS Chief Executive Officer Anne Bilodeau.
Generally speaking, Bilodeau said, discussions around a possible acquisition take about three or four months. The exploration process began in earnest in late July.
Evaluation process
During this period, organization officials and board members will “evaluate the possibility [of an acquisition] a little more seriously,” Bilodeau said. “We then would take the information from the due diligence, and both boards would have the opportunity to have it presented, and the boards would then vote to move ahead or not move ahead.”
She added, “Then it would take four to six months after that for the legal paperwork at the federal and state level to get to the point of a formal legal acquisition.”
Asked what might be expected to change at UCS if an acquisition occurs, Bilodeau said, “I can tell you that HCRS is committed to the services at UCS remaining deeply local. That is incredibly important to us.”
She noted that HCRS already oversees programs in two counties [Windham and Windsor], adding, “We care greatly about services remaining local and resources remaining local … It is about remaining deeply loyal to the community and the clients and community members who rely on these services.”
Head Start
The organizations provide similar services and have similar funding models, Bilodeau said.
One difference is that UCS operates a federal Head Start program for preschool children, she said, but HCRS has members of its senior leadership team who have extensive experience with the Head Start program.
With an acquisition, services would be expected to remain the same at UCS, Bilodeau said, except that UCS intends to hire a number of new employees.
“Right now we have about a 24 percent [staff] vacancy rate. We need people,” she said. “We have a lot of recruiting efforts happening right now … So we are hoping to grow the staff.”
State Department of Disabilities, Aging and Independent Living and state Department of Mental Health officials will be fully involved in discussions about a possible acquisition, Bilodeau said, and agency officials have met with both boards.
Interim management
Currently, Bilodeau said, the central role of HCRS is to provide oversight of UCS programs.
She is the interim chief administrative officer at UCS and the chief executive officer of HCRS. Sarah Truckle is interim deputy administrative officer at UCS and handles those duties on a day-to-day basis, Bilodeau said.
Other members of the HCRS leadership staff assist with the UCS oversight, both on-site at times and remotely.
Designation status
Mulligan said the state designation status for UCS is now “provisional with intent to designate,” which is an upgrade by the state from “provisional status with no intent to designate,” with that change coming in June.
The current focus, officials said, is to get UCS back to a non-provisional status.
Thompson said the state will review the UCS status again in December.
“From the board level,” he said, “I think we’ve really made sure that we had appropriate protocols in place for public safety clients and other operational matters that we were having difficulties with.”