A decision on whether Penobscot Bay Medical Center, the Knox Center for Long Term Care, Quarry Hill, Kno-Wal-Lin Home Care and Hospice, and the majority of the region’s physician offices will become part of the parent corporation of Maine Medical Center will be made Tuesday, Jan. 12.

The Pen Bay Healthcare incorporators are scheduled to meet Tuesday, Jan. 12 at 5:30 p.m. at Camden National Corporation’s Hanley Center in Rockport to vote on Pen Bay Healthcare becoming a full member of the MaineHealth system.

There are 280 incorporators who are eligible to vote on the merger proposal. The incorporators consist of residents of the region covered by Pen Bay Healthcare.

The boards of trustees of MaineHealth and Pen Bay Healthcare have voted for the merger.

The following is a summary of the proposed agreement between the two corporations. The details of the proposed agreement were provided following the votes of the trustees.

* Pen Bay Healthcare would become a subsidiary of MaineHealth.

* Pen Bay Healthcare would keep its own board and retain a large percentage of decision making.

* The Pen Bay Healthcare incorporators would hold an advisory role and no longer a decision-making role.

* Certain major decisions of Pen Bay Healthcare would need approval by the MaineHealth board. Those include adoption of annual and capital budgets; strategic plans; incurring any debt in excess of $500,000; a sale, purchase, lease, transfer or mortgage in excess of $500,000; adding or eliminating programs; hiring, firing or evaluation of the chief executive officer; and election of Pen Bay Healthcare board members.

* Pen Bay Healthcare would have one permanent member on the MaineHealth board. That board now consists of 15 members but would increase to 16 with the addition of Pen Bay Healthcare.

* No service offered locally could be discontinued unless initiated and approved by the Pen Bay Healthcare board.

* Pen Bay Healthcare and PBMC would have a regional role in Knox, Lincoln and Waldo counties because of their size, clinical specialization and central location.

* MaineHealth would assist in wellness efforts, chronic disease management, obesity prevention and treatment, and patient education in the Midcoast.

* Endowments would be owned by Pen Bay Healthcare.

* All fundraising would stay local.

* Pen Bay Healthcare could withdraw from the MaineHealth corporation within two years or after that if MaineHealth sold to a for-profit corporation, or if Maine Medical Center were no longer a member of MaineHealth.

* No layoffs are expected from the merger. Pen Bay Healthcare staff would retain seniority when moving within the MaineHealth system.

* MaineHealth would spend $3 million on Pen Bay Healthcare for electronic medical records and up to $50,000 for advanced teleconference capabilities between Pen Bay Healthcare and all MaineHealth entities.

* There would be savings due to efficiencies of scale.

Pen Bay Healthcare’s annual dues to MaineHealth would be $675,000 in the first year but Pen Bay Healthcare officials have said that cost would be more than offset by savings in employee benefits and legal and insurance costs.

MaineHealth is the parent corporation of Maine Medical Center in Portland. Other members of MaineHealth include Miles Memorial Hospital in Damariscotta and Waldo County General Hospital in Belfast.