Bylaw amendments: Who can recommend it, what are the voting requirements?

Under MS.01.01.01, medical staffs would not want any individual to force a proposed bylaws amendment through the voting process. In the past, any individual could propose an amendment, which was then vetted by a bylaws committee or the MEC. Under MS.01.01 this vetting process can be used, but is no longer necessary. Rather, the medical staff can define when there is sufficient support for an amendment to go forward. The number should not be so low that only a handful of members can force a vote, thus causing a log jam of potential amendments. Conversely, the number should not be so high as to prohibit any medical-staff generated amendment proposal from going forward. The Greeley Company recommends that 25% - 50% of the medical staff sign a petition before an amendment can go through the voting process.

Most medical staffs have traditionally held bylaws amendment votes at general or special medical staff meetings. Because many physicians fail to attend meetings, and therefore fail to meet quorum requirements, many medical staffs have moved to a mail ballot approach.

Requiring a simple majority (50% plus one), two-thirds, or three-quarters affirmative vote are traditional options. Some medical staffs now use a mail or electronic ballot that lists the proposed changes and states that a staff member who does not return the ballot within the required time frame is presumed to have cast an affirmative vote. The premise is that if you fail to vote, you have indicated trust in your elected leaders to make proper decisions. An alternative is to state that no action is required to vote yes and that the ballot need only be returned if the medical staff member wishes to vote no. Although positive affirmation of a vote is preferable, voting members may not vote for various reasons, and voting quorums or thresholds may not be achieved.

Some medical staffs have found the passive method of voting to work well. Consider the comment cards at a restaurant. If the meal is good and meets your expectations, you are not likely to fill out a comment card. However, if you are displeased with a meal, then you are more likely to fill out the card. When it comes to medical staffs, those who are displeased with an amendment are more likely to vote than those who are either pleased or apathetic.

Many permutations can be drafted into the bylaws, but when choosing an approach, it is wise to consider the downside of gridlock when it comes to passing needed bylaws changes.

This excerpt is from The Greeley Guide to Medical Staff Bylaws by Mary J. Hoppa, MD, MBA; and Joseph D. Cooper, MD.