August 20, 2020

QUESTION:        Do quorum requirements apply when a Medical Staff committee or department takes action via “ballot” rather than by holding a meeting?  Our Bylaws language authorizes us to take action by email, written, and electronic balloting, which our committees have been relying on more often in light of the COVID crisis.

We are hoping to hold our annual meeting this September via Zoom meeting and, for the sake of keeping that meeting as short and efficient as possible, move all action on Bylaws and policy amendments out of the meeting, to be conducted instead by electronic ballot.  Before we do that, we want to make sure we aren’t going to have to receive a majority reply in order to satisfy our quorum.  I don’t think we could achieve a majority response.


ANSWER:          For the most part, the way a Medical Staff provides notice of its meeting, the quorum requirements that apply, and its procedures for voting on matters are all entirely within its discretion.  So, the best answer about whether quorum requirements apply to votes taken by ballot is:  Check your Bylaws and other governance documents. 

It’s common for Medical Staff Bylaws to include language addressing how meetings are held, whether members can participate in meetings via telephone or electronic connection, what constitutes a quorum, and the number of votes necessary to pass a particular action.  Sometimes, when such provisions have been updated piece meal over the years to address action without a meeting (such as by ballot voting), the connection may not have been made about whether the quorum requirements (traditionally defined as a certain percent of members present at a meeting) apply to votes taken by ballot.

If, after consulting the Bylaws, you find that your documents solve the problem — great!  But, if not, maybe you can use the upcoming meeting as an opportunity to revise your quorum/meeting provisions to specifically address the matter.  One option for solving your dilemma would be to make “Quorum” a defined term within all of your Medical Staff documents.  Consider the following definition as a starting point:

“QUORUM” means, unless specifically stated otherwise, those Medical Staff Members with the prerogative to vote and who are either (a) the voting members Present (but not fewer than two members) at any regular or special meeting of the Medical Staff, department, division, committee, or other body, or (b) the voting members of the Medical Staff or any department, division, committee, or other body, as applicable, who return a response to a vote presented via mail, facsimile, e-mail, hand delivery, website posting, or telephone.  Exceptions to this general definition of Quorum (e.g. those members Present or returning a vote) exists as follows:

(a)        for meetings and votes of the Medical Executive Committee, the Credentials Committee, and the Committee on Professional Enhancement, where the Presence (or return of a response, in the case of voting via mail, facsimile, e-mail, hand delivery, website posting, or telephone) of at least __% of the voting committee members will constitute a Quorum; and

(b)        for amendments to the Medical Staff Bylaws that are presented to the Medical Staff via mail, facsimile, e-mail, hand delivery, website posting, or telephone (which require __% of the voting members of the Medical Staff to return a response in order to satisfy the Quorum requirement).

December 20, 2018

QUESTION:        What we’d like to get as a present this year is a way to find strong, interested and effective department chairs and other Medical Staff leaders.  Any ideas?  Thanks – Virginia.

ANSWER:            Yes Virginia, there is a Santa Claus – in other words, yes, we have a few ideas.  Let’s start unwrapping the present.

In many hospitals, it has been traditional to rotate the department chair among those in the department so that everyone gets his or her turn, which does not always make for strong, interested, and effective leaders.  However, not every physician has an aptitude for, or interest in, a medical staff leadership position.  In order to solve this dilemma, a hospital should consider developing stronger qualifications for serving in medical staff leadership roles, including officers as well as department chairs, and to provide for compensation for these individuals.  Another solution could be to determine whether there are too many departments and, if so, consider consolidating departments.  By having fewer positions to fill, the hospital will then have a larger pool of qualified individuals who want to serve.

All of this said, one of the biggest changes that we have seen in medical staff leadership in the recent past is to eliminate the use of “ad hoc” nomination committees for identifying medical staff leaders – whether the leaders be officers, department chairs, or committee chairs — and moving toward a standing committee dedicated to leadership development and succession planning that meets throughout the year.  Having a standing committee in place allows the leadership to take a more comprehensive look at the medical staff, identify new members who might make good leaders in the future, and give them time for training, education, and development.

For more on this, and other topics, please join Linda Haddad and Nick Calabrese for the first Grand Rounds Audio Conference of 2019Six New Year’s Resolutions Every Medical Staff Needs to Make.

May 24, 2018

QUESTION:        A physician new to our staff has taken it upon himself to personally “investigate” potential patient safety issues; he says that the medical staff committees are “useless.”  He is not a member of any peer review committee.  What can we do?

ANSWER:            He should be counseled and advised (in writing) of proper channels for expressing his concerns.  He should be asked to provide specifics so the matters can be reviewed.  It is reasonable for hospital and medical staff leaders to develop a statement of expectations, which can be placed into the bylaws, credentials or peer review policy, or adopted separately, requiring that all medical staff members and privileged practitioners cooperate constructively in the peer review, patient safety and performance improvement processes. Careful procedures must be followed, to track any state peer review protection statutory requirements.  It is also a fundamental principle of professionalism and respect that any practitioner who has concerns about hospital policies or other practitioners’ performance should take those concerns through appropriate channels. Otherwise, the practitioner raising these concerns could open himself or herself up to defamation claims by other practitioners whose care or practice he or she has criticized.

The peer review process depends on the willingness of all privileged practitioners to cooperate constructively. Having this responsibility set forth clearly in writing can be very helpful in the event a practitioner continues to act out inappropriately, and thus place the organization and medical staff leaders at risk. In the event an adverse action is necessary, it is best to have a solid written record that leadership reached out to the physician and provided specific directives as to avenues for presenting quality and safety concerns.  If the practitioner persists after the counseling and written follow-up, he or she could be placed on a performance improvement plan or conditional continued appointment. That way, if this practitioner decides to sue, it will be easier to defend the claim because he or she will have brought about the action by his or her own conduct.  You should, however, look into all the issues the practitioner has raised, through appropriate mechanisms.