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Revising bylaws

Compliance Monitor, January 12, 2007

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Q: Before we begin to revise our medical staff bylaws, are there any legal issues we should consider?

A: Medical staff bylaws have legal implications for physicians and hospitals. They are, in essence, another set of legal requirements (although they are created by the medical staff itself, not by the legislatures, agencies or judges). If these governing documents are not followed meticulously, or if they contain ambiguous or sloppy language, they can lead to disputes that may turn into lawsuits.

In about half of the states, courts have interpreted the medical staff bylaws as a contract between physicians and the hospital. In these states, physicians can use breach-of-contract arguments to seek injunctions against hospitals that deviate from their bylaws. In other states, although courts have not found that the medical staff bylaws to be an enforceable contract in and of themselves, they have found the procedures provided within the bylaws to be judicially enforceable.

The Joint Commission has long held that bylaws must be the product of mutual agreement between the hospital governing board and its medical staff-neither can unilaterally amend the bylaws and remain in compliance with the commission's standards. However, this has not stopped parties from arguing about what should be in the bylaws or from debating the process for amending and adopting bylaws.

To avoid ambiguity, bylaws should contain sections that set forth the qualifications for membership, conditions and duration of appointment (no longer than two years), the categories of the medical staff, medical staff officers, dues, medical staff structure, meetings, and committees. Definitions usually are outlined in the beginning of the document.

Thanks to Anne Roberts, CPCS, CPMSM and director of medical staff services at Children's Medical Center in Dallas, TX, for answering this question.

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