The Mother Keepwell Charter

A Constitution for a Federated Health Union

Preface: Why This Document Exists

This document serves two purposes at once.

First, it is a book: a clear articulation of the beliefs, ethics, and structural insights behind Keepwell Health Union. It explains why the current healthcare system behaves the way it does, why reform efforts so often fail, and why a different governance model is not only possible but necessary.

Second, it is a constitution: a binding charter that defines how Keepwell Health Union operates, governs itself, and replicates without losing its moral center. It is intended to be read by members, clinicians, employers, regulators, and future stewards of the system.

This document is written in plain language by design. Healthcare fails when its rules are too complex to be understood by the people they affect.

Part I — The Problem We Are Actually Solving

1. The Failure of Incentives

• How modern healthcare optimizes for cost containment rather than health
• Why good intentions collapse under misaligned incentives
• The difference between managing risk and delivering care

2. The Myth of Greed

• Why extraction emerges without villains
• How scale, complexity, and finance reshape institutions
• Why better people alone cannot fix bad systems

3. Why Language Matters

• Why “patient” implies passivity
• Why “member” implies stewardship and continuity
• How institutional language shapes behavior

Part II — The Core Beliefs of Keepwell Health Union

4. Health Is Stewardship, Not Transaction

• Health as a long-term shared asset
• Care as continuity rather than episodic intervention

5. Fiduciary Responsibility in Healthcare

• What fiduciary duty means outside finance
• Why advocacy must be structural, not optional
• Acting in the member’s best interest as a binding rule

6. Simplicity Is a Moral Choice

• Why complexity hides harm
• Why clarity protects members
• Designing systems people can understand

Part III — Mother Keepwell

7. Who Mother Keepwell Is (and Is Not)

• Mother Keepwell as a symbolic moral anchor
• Why she is not a founder, mascot, or authority
• What it means to act “in the spirit of Mother Keepwell”

8. The Role of Symbol in Durable Institutions

• Why long-lived institutions encode values symbolically
• How Mother Keepwell functions as cultural enforcement

Part IV — The Keepwell Model

9. Membership, Not Insurance

• What membership confers
• What it does not replace
• The role of catastrophic insurance

10. Direct Care and Care Coordination

• Primary care as the foundation
• Prevention, chronic care, and early intervention
• The role of care navigators and advocates

11. Bringing Care to Work

• On-site clinics and regular office hours
• Reducing friction and lost productivity
• Health as part of everyday life

Part V — Governance and Self-Regulation

12. Federated Structure

• Independent local unions
• Shared charter and standards
• Why federation beats centralization

13. The Chartering Authority

• Who may issue charters
• What chartering signifies
• Good standing, probation, and revocation

14. Outcome-Linked Leadership Compensation

• Why leadership pay must follow outcomes
• Portfolio metrics and guardrails
• Avoiding metric gaming

15. Closed-Loop Reinvestment

• How withheld compensation becomes reinvestment
• Repairing the system instead of punishing people
• Automatic correction as governance

Part VI — Financial Stewardship

16. Surplus Is Not Profit

Surplus within Keepwell Health Union is not profit in the commercial sense. It represents temporary excess of contributions over expenditures and is understood to belong to the members collectively. Surplus exists to stabilize care delivery, reduce future costs, and strengthen resilience against uncertainty.

No surplus may be distributed to private individuals, converted into equity, or used to incentivize extraction. All surplus must remain within the system and serve the mission.

17. Reserves, Stability, and Fee Reduction

Keepwell Health Union shall maintain operating and risk reserves sufficient to ensure continuity of care under adverse conditions. Reserves exist to smooth volatility, not to speculate or accumulate prestige.

Reserves may be held in conservative, low-risk instruments designed to preserve principal and liquidity. Interest or earnings generated by reserves shall be treated as program income and applied toward:

• Stabilizing or reducing member fees
• Expanding access to care
• Strengthening staffing capacity
• Reinforcing long-term resilience

18. Reserve-to-Risk Ratio Policy

Keepwell Health Union shall maintain a formal Reserve-to-Risk Ratio (RRR) policy governing the relationship between retained reserves and assumed financial risk.

1. Defined Risk Exposure

   • Risk exposure shall be calculated annually based on historical utilization, membership size, demographic mix, and actuarial projections.
   • Only risks that are predictable, bounded, and absorbable may be considered for internal assumption.

2. Minimum Reserve Thresholds

   • For any category of internally assumed risk, reserves must equal or exceed:

     • 125% of projected annual exposure for routine and predictable costs
     • 150%–200% for episodic or moderately volatile costs

   • Catastrophic and unbounded risks shall always require external coverage regardless of reserve size.

3. Liquidity Requirement

   • A minimum of 50% of required reserves must be held in liquid or near-liquid form to ensure rapid response.

4. Automatic Adjustment

   • If reserves fall below required thresholds, Keepwell shall automatically reduce assumed risk and increase external coverage without requiring discretionary approval.

19. Governance of Reinsurance and Risk Assumption

Keepwell Health Union recognizes reinsurance as a protective instrument, not a failure of autonomy.

1. Initial Posture

   • New or expanding unions shall begin with conservative reinsurance coverage protecting against all major inpatient and catastrophic events.

2. Graduated Risk Retention

   • Over time, Keepwell may assume responsibility for broader categories of cost only when supported by sufficient reserves, stable outcomes, and actuarial validation.

3. Prohibited Actions

   • Risk may not be expanded to improve short-term financial appearance
   • Risk may not be assumed to avoid reinsurance premiums absent adequate reserves
   • Risk may not be assumed if doing so threatens continuity of care

4. Independent Review

   • All changes to risk retention thresholds shall be reviewed by an independent committee including clinical, financial, and member representation.

20. The No‑Ego Rulebook for Risk Assumption

Risk assumption within Keepwell Health Union is governed by humility, not ambition.

1. Continuity First

   • The primary test of any risk decision is whether care can continue uninterrupted under worst‑case conditions.

2. Reversibility Is Required

   • All expansions of internal risk must be reversible without destabilizing operations.

3. Outcomes Over Optics

   • Decisions may not be justified by independence, prestige, or narrative appeal.

4. Bad Years Are Signals

   • Adverse outcomes trigger automatic retreat to safer risk postures and reinvestment in system repair.

5. No Heroics

   • No individual or board may authorize risk levels that depend on exceptional performance or luck.

6. Mother Keepwell Test

   • If a reasonable steward, acting solely for the long-term wellbeing of members, would decline the risk, it shall not be assumed.

Risk is not conquered. It is respected.

Part VII — Replication Without Corruption

19. Issuing New Charters

• Requirements for new clinics
• Adoption of the Charter
• Local autonomy within shared constraints

20. Growth as Responsibility, Not Expansion

• Why Keepwell does not pursue growth for its own sake
• When replication is appropriate

21. Guarding Against Drift

• What happens when standards slip
• How culture is preserved across locations

Part VIII — What This Is Not

22. What Keepwell Refuses to Become

• Not a startup
• Not an insurer
• Not a financial instrument

23. Common Misunderstandings

• Concierge medicine
• Wellness programs
• Cost shifting

Part IX — A Living Institution

24. Amendment and Evolution

• How this Charter may change
• What cannot be changed

25. Stewardship Across Generations

• Designing institutions that outlive founders
• The obligation to leave the system better than we found it

Closing: The Work of Keeping Well

Health systems rarely fail because people stop caring. They fail because the structures make care impossible to sustain.

This Charter exists to ensure that caring remains the easiest path—not the hardest.

In all decisions, this institution is guided by a simple expectation:

If Mother Keepwell were watching, would we say we kept faith?