QUESTION: Our Medical Staff Bylaws state that once a quorum has been achieved at a meeting, business may continue and all actions taken will be binding. I presume this means that the Committee can take action even if, during the course of the meeting, members depart or recuse themselves (and leave the meeting).
Recently, we had a quorum for an MEC meeting where three of our 10 members were absent (in other words, we had seven of 10 members present, which was sufficient to satisfy our quorum requirement of 50%). Three additional members of the Committee recused themselves when a particular physician matter came up for consideration, citing previous involvement in the matter (two of the three physicians who recused themselves had filed complaints against the physician; the other was heavily involved in prior collegial efforts with the physician and practices in the same specialty as an economic competitor). After the recusals, we had only four of 10 voting members present to consider the matter.
There was disagreement within the remaining members about whether it would be appropriate to proceed — particularly given that serious action (such as a suspension) was being contemplated. If the Bylaws say the Committee can “go ahead” even when participation drops below a quorum, is there any problem?
ANSWER: Medical Staff Bylaws (and related documents) serve a very important role of setting guidelines and rules for the conduct of Medical Staff leadership activities and clarifying rights and responsibilities of Medical Staff members. To that end, it is important to follow the documents whenever possible. In your case, you did a good job of following the “rules,” established by your Bylaws. When your meeting was convened, you ensured that you had satisfied the quorum requirement. Thus, as per the terms of the Bylaws, the MEC was free to proceed in conducting any of the activities that are within its duties (including considering matters of physician peer review and professional review action).
Whether it is a good idea to proceed in a situation such as that which you described is a different matter than whether it is allowed. And the answer is, “it depends.”
In hospitals that have smaller Medical Staffs and fewer leaders, it can sometimes be difficult to achieve high quorum requirements for meetings. So, many such Medical Staffs choose to have low quorum requirements (e.g., “whoever is present” or 10%) and meetings are regularly conducted with few people present. This allows the Medical Staff leadership to get things done, even though only a few people might be actively participating in leadership activities. In larger hospitals with (presumably) more resources, some Medical Staffs choose more substantial quorum requirements, particularly for Committees that are deemed to have more substantial and important duties – such as the Credentials Committee, Peer Review Committee, and MEC.
While larger quorums can serve some purposes (e.g., giving assurances to Medical Staff members that policy decisions will not be made by individuals, but, instead, by more diverse bodies), they also can have downsides. Larger quorums can be difficult to achieve – even in larger organizations – if the culture is such that only a small number of individuals are invested in leadership, rather than purely focusing on clinical duties. Furthermore, even when practitioners are active in leadership, there are times (such as the situation you described) when the circumstances at hand make it difficult to obtain and sustain a significant quorum.
We encourage Hospital and Medical Staff leaders to thoughtfully consider conflict of interest recusal requirements (for example, when drafting PPE policies) that reflect the organization’s culture and resources. After all, in some organizations, if all who were “involved at a prior level” were required to recuse themselves from any additional consideration of the matter, nearly all members of the MEC might be conflicted out each time a physician conduct matter came before the Committee (since so many of the leaders on the MEC serve as department chairs and officers who handle collegial matters before they ever get to the MEC level).
Further, even when the Bylaws and policies of the organization state that it is acceptable to proceed, we encourage Hospital and Medical Staff leaders to weigh the pros and cons, benefits and risks. In the situation you described, though the MEC was free to proceed and take action with respect to the peer review matter before it, the MEC might have increased the appearance of fairness by withholding action on the matter until a greater number of MEC members could be present. After all, although three members were recused and could not participate at this meeting or any future meeting, you described that three members were also absent. Presuming they were able to attend a future meeting to act on this matter, then the MEC would be able to have seven of 10 members making the decision, instead of just four of 10. Technically required? No. But whenever something as serious as an adverse professional review action is being considered, it makes sense to try to have the determination made by a larger body of individuals, where practical. It helps if you end up in a Medical Staff hearing (more witnesses to rely on!). It helps to give the practitioner who is the subject of the action the sense that this is not a personal matter – but rather a matter agreed on by a wide spread of his or her colleagues.
What if the matter is urgent and action cannot wait? What if patient safety is clearly at risk? What if you are never able to get more than seven people to attend MEC meetings? Or the three absent individuals almost never attend? Those are all things that would have to be considered. In some situations, it may make sense to proceed with only four of the 10 members present and voting.
But remember, just because the Bylaws say you can does not always mean that you should.