Definitions, names, and preambles

Many medical staffs begin their bylaws with a list of definitions for terms used throughout the bylaws, the name of the organization, a preamble, and a statement of purpose and authority. Is all this necessary? The simple answer is, “No, these items are not required.” But, to elaborate, let’s take a closer look at each.

• Definitions: Other than defining an investigation, a lengthy list of definitions can almost always be pared down and made more user-friendly. The average physician has little to no interest in the definition of an “appointee” or “CEO.” Bylaws committees should refrain from creating a long and immaterial list of definitions. Your legal counsel may be uncomfortable trimming and/or eliminating this section, so if it must be included, design it in a way that doesn’t give the manual an immediate bureaucratic feel. For example, consider putting it at the end of the document as opposed to the beginning.
• Name of the organization: Some medical staffs insist there should be a separate article in the bylaws with the name of the organization. There is no requirement for this, and many medical staffs are perfectly comfortable putting the organization’s name on the cover sheet of the manual.
• Preamble: The preamble is largely a function of tradition, is not required, and generally adds little value to the document. Furthermore, it provides no legal protections and usually does not establish any duty or responsibility that is not also outlined elsewhere. If a preamble is still desired, eliminate excess verbiage and customize it to the particular purpose for which the bylaws were established. However, if you intend to customize the preamble, consider adopting a best practice of defining medical staff purpose and authority with a couple of simple declarative sentences, as outlined below.

Consider replacing all of the sections above with the following simple statements of medical staff purpose and authority:

• Purpose: The purpose of this medical staff is to organize the activities of physicians and other clinical practitioners who practice at ABC Hospital to carry out, in conformity with these bylaws, the functions delegated to the medical staff by the hospital board.
• Authority: Subject to the authority and approval of the board, the medical staff will exercise such power as reasonably necessary to discharge its responsibilities under these bylaws and the corporate bylaws of the hospital.