Can the State appoint a corporation, rather than a natural person, to serve as Superintendent of the Augusta Mental Health Institute?

Plain-English summary

Governor John R. McKernan asked AG James E. Tierney whether, under the law as it then stood, the State could appoint a corporation to serve as Superintendent of the Augusta Mental Health Institute (AMHI). Tierney's answer was no, absent new legislation. The existing statutory framework in 5 M.R.S.A. §§ 3202 and 1401 contemplates a natural person.

The textual analysis worked through two statutes. Section 3202(2) provides four alternative qualifications for the superintendent: "qualified psychiatrist," "qualified hospital administrator," "qualified psychologist," or "a person with a master's degree in social work, public administration or public health." Three of the four (psychiatrist, psychologist, master's-degree holder) can only be natural persons; corporations do not earn educational degrees or hold individual occupational licenses. The fourth, "qualified hospital administrator," could conceivably describe a corporate manager, but Tierney concluded that reading it that way would strain the language given its placement in a list whose other members must be natural persons.

Section 1401(1), which governs appointments to senior administrative positions in state mental institutions, reinforced the conclusion through its choice of pronouns: "To be eligible for appointment as a chief officer of a state institution, a person shall be experienced in the management of a particular type of institution to which he is to be assigned." The combination of "a person" and the personal pronoun "he" tells against reading the position as open to a corporation. Maine statutory drafting convention treats "person" expansively in some contexts (the standard Title 1 definition can include corporations) but the substantive context of personal qualifications and personal pronouns overrides the default.

Tierney's conclusion was practical: if the Governor wanted to appoint a corporation as AMHI Superintendent, the path was new legislation expressly authorizing that arrangement, with appropriate adjustments to the qualifications statute. He did not opine on whether such legislation would be wise or constitutional; he addressed only the question of authority under existing law.

Currency note

This opinion was issued in 1989. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Common questions

What was the Augusta Mental Health Institute (AMHI) in 1989?

AMHI was Maine's principal state psychiatric hospital, located in Augusta. By 1989 it had been the subject of substantial public criticism over patient care, conditions, and management. The question of whether the State could contract out management to a corporation was part of broader policy debate over how to address those problems.

Does "person" include corporations in Maine statutes?

Sometimes. The general definitional provision in Title 1 of the Maine Revised Statutes treats "person" as including corporations unless context indicates otherwise. The qualification "unless context indicates otherwise" is what drives the AMHI analysis. The substantive context (professional qualifications, personal pronouns, individual licensure references) signals that the Legislature was thinking of natural persons.

Could the State contract with a corporation to provide management services even if the corporation cannot be the Superintendent?

The opinion does not address this question directly. In practice, the State can contract for various services without appointing the contractor to a statutory office. The opinion forecloses only the formal appointment of a corporation to the statutory office of Superintendent; it leaves open the possibility of management contracts with the actual Superintendent being a natural person employed by or affiliated with the contracting corporation.

Did AMHI ever get a corporate Superintendent?

The opinion left that question for the Legislature. The legislative history after 1989 would determine whether the Legislature amended § 3202 to permit a corporate Superintendent. The opinion does not predict or evaluate any such future action.

Background and statutory framework

Maine's mental health institutions operate under Title 5 of the Maine Revised Statutes, with the Department of Mental Health and Mental Retardation as the parent agency. Section 3202 specifically governs state mental health institutes' Superintendent qualifications. Section 1401(1) covers appointment of chief administrative officers to state institutions more broadly. The two provisions work together, with § 1401 supplying the general appointment authority and § 3202 supplying institute-specific qualifications. Tierney's opinion reads both as contemplating natural persons. The opinion is a clean piece of statutory construction with limited but practical implications: if the State wanted to pursue a corporate management model for AMHI, it would have to go to the Legislature first.

Citations

• 5 M.R.S.A. § 3202 (qualifications for state mental health institute superintendent)
• 5 M.R.S.A. § 3202(1) (chief administrative officer designation)
• 5 M.R.S.A. § 3202(2) (superintendent qualifications)
• 5 M.R.S.A. § 1401(1) (chief administrative officer appointments)

Source

• Landing page: https://www.maine.gov/legis/lawlib/lldl/agops/agops.htm
• Original PDF: https://lldc.mainelegislature.org/Open/AG/Opinions/1989/ag_19890508.pdf

Original opinion text

Best-effort transcription from a scanned PDF. Minor errors may remain, the linked PDF is authoritative.

89-5

JAMES E. TIERNEY
ATTORNEY GENERAL

STATE OF MAINE
DEPARTMENT OF THE ATTORNEY GENERAL
STATE HOUSE STATION 6
AUGUSTA, MAINE 04333

May 8, 1989

Honorable John R. McKernan, Jr.
Governor, State of Maine
State House Station #1
Augusta, Maine 04333

Dear Governor McKernan:

I am writing in response to your request for advice from this Department whether, under the current state of the law, a corporation may be appointed Superintendent of the Augusta Mental Health Institute. For the reasons which follow, it is the Opinion of this Department that, absent legislative action, the Superintendent of the Institute must be a natural person, and therefore a corporation may not be appointed to that position.

The qualifications for appointment of Superintendent of AMHI are set forth at 5 M.R.S.A. § 3202:

1. Chief administrative officer. The chief administrative officer of each state mental health institute is called the superintendent.
2. Qualifications. To be eligible to be appointed superintendent, a person shall be a qualified psychiatrist, qualified hospital administrator, qualified psychologist or a person with a master's degree in social work, public administration or public health.

In addition, 5 M.R.S.A. § 1401(1), which governs appointments to various senior administrative positions in the mental institutions of the State, provides:

1. Appointment. The commissioner may appoint chief administrative officers of state institutions as necessary for the proper performance of the functions of the department.

A. To be eligible for appointment as a chief officer of a state institution, a person shall be experienced in the management of a particular type of institution to which he is to be assigned.

It is plain from the wording of these two provisions that the Legislature contemplated that a natural person would occupy the position of Superintendent of AMHI. Section 3202(2) provides that the Superintendent possess one of four possible qualifications, three of which involve the possession of educational degrees or occupational licenses, which it is impossible for a corporation to have. The fourth, that of "qualified hospital administrator," could conceivably be read to include a corporation, but since it is included as one item in a series the other members of which must necessarily be natural persons, it would strain the language of the provision excessively to find that the Legislature intended that the "hospital administrator" be anything other than a natural person. This conclusion is buttressed by section 1401, which, as quoted above, speaks of a chief administrative officer as being a "person ... experienced in the management of a particular type of institution to which he is to be assigned." (emphasis added). The use of a personal pronoun in this sentence also suggests that the Legislature did not intend that a corporation serve as a chief administrator officer in the Department of Mental Health and Mental Retardation. Consequently, this Department concludes that in order for a corporation to be appointed as Superintendent of AMHI, new legislation would have to be enacted expressly authorizing such action.

I hope the foregoing answers your question. Please feel free to reinquire if further clarification is necessary.

Sincerely,
JAMES E. TIERNEY
Attorney General

JET/ec

cc: Hon. Charles P. Pray; Hon. John L. Martin