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Bylaws Best Practices for Today

Joseph D. Cooper, MD, for HealthLeaders Media, June 18, 2009

Are your medical staff bylaws a help or a hindrance? If they resemble dusty archaeological documents, you can be sure they are hindering your medical staff's ability to function effectively while staying compliant.

Many medical staff bylaws were written in the distant past and are only occasionally dusted off and modified, either to accommodate a new accreditation requirement or to address a current controversy involving the medical staff. Individuals who participated in crafting bylaws language are often highly invested in the resulting document and sometimes resist attempts to modernize it. Thus, many medical staffs are organized and function much as they have for decades, despite the dramatic changes that have occurred in healthcare.

Today, the healthcare industry and society in general demand more of the medical staff than ever before, yet physicians have less time than ever to devote to medical staff activities. The challenge is to create an effective and efficient medical staff structure that burdens physicians as little as possible.

To accomplish this, physician leaders in hospitals nationwide are redesigning the way they tackle self-governance, credentialing, peer review, communication, and medical staff administration. As they do, they must revise their bylaws to reflect the changes they initiate because bylaws serve as a blueprint and a road map for the medical staff's exercise of the powers delegated to it by the governing board.

The Greeley Company cannot provide a model set of bylaws because each document must mirror the uniqueness of the medical staff for which it is written, but it can provide some helpful pearls. The saying "form follows function" applies here. Once a medical staff decides how it wants to function, it can incorporate appropriate changes into its medical staff bylaws.

When written well, bylaws and associated policies are user-friendly documents that:

  • Clearly define the purpose of the medical staff
  • Establish effective and efficient medical staff structures and processes
  • Recognize and protect physicians' rights to self-governance and due process
  • Promote good citizenship by specifying the obligations and duties of the medical staff
  • Enhance quality of care through excellent credentialing and performance improvement processes
  • Achieve excellent provider performance by setting unequivocal expectations for clinical care and professional behavior
  • Clearly delineate the investigation and fair hearing processes

Despite hospitals' best attempts, medical staff bylaws are rarely user-friendly documents. Physicians new to a medical staff are often required to sign a statement that they have read and agree to abide by the bylaws and associated medical staff manuals and policies. However, few physicians have the time or motivation to weed through the numerous pages of cumbersome language that often characterize these documents.

Hospitals spend significant sums of money, devote countless hours of physicians' time, and employ numerous attorneys and consultants in an attempt to perfect, refine, and improve their bylaws. Still, bylaws are often overrun with complex terms, definitions, and jargon that have little to do with the provision of quality patient care. For many physicians and medical staff leaders, the word "bylaws" is equivalent to "bureaucracy."

Medical staff bylaws also have legal implications for physicians and hospitals. If the medical staff does not follow governing documents meticulously, or if the documents contain ambiguous or sloppy language, disputes can eventually turn into lawsuits. When bylaws are poorly constructed, they can impede cooperation and disrupt the smooth coexistence of the hospital and medical staff. One benefit of well-written bylaws—like any good contract or compact—is that they provide clear guidance to all parties that must operate in compliance with them. In addition, carefully thought-out and drafted medical staff bylaws help organizations create an environment in which physician-hospital collaboration can be successfully maintained.

Undertaking a bylaws review
The importance of medical staff bylaws should compel every hospital and its medical staff leaders to ensure that bylaws are adequate, accurate, and compliant with applicable requirements. The medical staff should conduct a thorough review of these documents periodically to determine whether they:

  • Accurately reflect the medical staff's structures and processes
  • Incorporate recognized best practices for medical staff functioning and structure
  • Are organized into a user-friendly and flexible set of documents
  • Adequately address potential future conflicts
  • Comply with regulatory standards

Keep in mind that your organization should review the bylaws annually and whenever a regulatory body introduces a new standard or makes changes to an existing standard to ensure compliance. However, the medical staff can conduct a stem-to-stern assessment less frequently. For example, some medical staffs automatically conduct a comprehensive bylaws document review every three to five years. Others undertake this task only when they redesign, the medical staff structure and processes to ensure that they perform efficiently and effectively.

A general rule of thumb is to not allow more than three to five years to pass between rigorous assessments. Unfortunately, too many medical staffs neglect to commit to this time frame. Every year, the number of pages in the document grows as new additions are layered on top of old and often unnecessary provisions. During a casual read-through of the bylaws, one is likely to identify medical staff "fixes" that were added to address problems that last surfaced ages ago.

The result is an unwieldy and ossified document that hinders the effectiveness of a modern medical staff in a rapidly evolving healthcare environment. If this describes your bylaws, it may be time to consider a comprehensive review and potential top-to-bottom overhaul.

Responsibility for the bylaws review
A designated medical staff professional should keep the medical executive committee (MEC) up to date on changes to regulations and standards that might affect the bylaws. Some medical staffs have a standing bylaws committee, and this group can vet suggestions for appropriate bylaws revisions. However, medical staff leadership (with the endorsement of the MEC) can and should make the decision to undertake a thorough review of the medical staff's governing documents. Keep in mind that this activity will inevitably be tinged with organizational politics and should be carefully planned.

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