Sample Bylaws

Sample Regional Quality Group Bylaws

I. Mission Statement

The Name of Regional Quality Group (GROUP) is a voluntary, cooperative group of clinicians, hospital administrators, and research personnel organized to improve the care of patients with vascular disease. By collecting and exchanging information, the group strives to continuously improve the quality, safety, effectiveness and cost of vascular healthcare.

II. Membership

Hospitals or physician groups that participate in the Society for Vascular Patient Safety Organization (SVS PSO) are eligible for membership in GROUP if they are located within (specify region). A majority vote of the GROUP Executive Committee is required to approve GROUP membership for new hospitals or physician groups that are then termed “Members.” Clinicians, hospital administrators, and research personnel who participate in GROUP are termed “Participants.” They are required to follow the policies and procedures established by GROUP (see Section VII). If hospitals act as the contracting entity with GROUP (see III.), any physicians who perform vascular procedures in that hospital may participate in GROUP.

III. Contracts

The GROUP is an unincorporated association of Members that contract with the Society for Vascular Surgery® Patient Safety Organization (SVS PSO) for quality improvement services. SVS PSO is a Patient Safety Organization, as defined by The Patient Safety and Quality Improvement Act of 2005 (PSQIA), implemented to protect the confidentiality of all data analyses and resulting patient safety work product. GROUP regional activities, including semiannual meetings, administrative activity and regional data analyses, are funded by GROUP Members through an annual fee established by the Executive Committee. Each GROUP Member must contract with the (Name of Agent) which acts as the fiduciary agent for GROUP to receive these payments.

IV. Committees and Staff
  1. Executive Committee (EC):

    The GROUP Executive Committee (EC) consists of one representative appointed by each GROUP Member, as well as a Medical Director, all of whom are voting members. The EC conducts the business of the GROUP and makes all decisions on behalf of the GROUP, including oversight of budgets, contracts, publications, relationships with outside parties, requests for membership, and the general direction of the association. The EC oversees the interaction of GROUP with the FEDUCIARY AGENT, including costs and contractual details for GROUP Member participation. The EC may designate other committees as necessary to conduct the business of GROUP.

    The EC may meet in person, or by conference call or email. Meetings may be called by the Medical Director, or at the request of any other two members of the EC. A quorum of the EC consists of representatives of at least two-thirds of the GROUP Members, which is necessary to conduct business. A majority vote of the members present at a meeting at which a quorum exists is required to pass resolutions. In the event that an EC member cannot attend a meeting, the GROUP Member may designate an alternate, who shall have full voting rights. Minutes of the Executive Committee meetings are distributed electronically or via the GROUP website to all Members and Participants of the GROUP.

  2. Quality Committee (QC):

    The GROUP Quality Committee (QC) consists of GROUP Participants, including a Chair, appointed by the Medical Director with approval of the EC. The term of membership and number of members is determined by the EC. The mission of the QC is to oversee quality improvement efforts in GROUP. This includes the development of specific quality improvement projects for approval by the EC; organizing quality presentations at the GROUP semi-annual meetings; developing practice guidelines, care plans, and other clinical aids; revising data collection forms and reports; and reviewing regional data to identify areas for quality improvement. The EC shall appoint a member of the GROUP QC to represent GROUP on the SVS PSO Quality Committee.

  3. Research Advisory Committee (RAC):

    The Research Advisory Committee (RAC) consists of GROUP Participants, including a Chair, appointed by the Medical Director with approval of the EC. Members of the RAC will have interest and expertise in the design, conduct, interpretation, and presentation of analytic projects involving data collected by GROUP. The term of membership and number of members is determined by the EC. The mission of the RAC is to facilitate the conduct of quality improvement research by GROUP Participants. The RAC will review research proposals from GROUP Participants that request GROUP non-identifiable regional datasets that are derived from the SVS PSO. The RAC will work with researchers to ensure that proposed research projects are novel, central to the GROUP mission, have an appropriate analytic plan, are correctly interpreted, and are properly presented and published. At least one RAC member will serve as an author on every research product generated by GROUP Participants, and it will be the responsibility of the RAC member(s) to ensure that the researchers act appropriately within the RAC’s policies and procedures. The RAC will make recommendations to the EC as to whether each research project should be approved.

  4. Staff:

    a) The Medical Director is a phyician selected by a majority vote of the EC to a three year renewable term. The Medical Director chairs the EC, prepares the agenda for GROUP meetings, prepares an annual budget and is responsible for the overall operations of the GROUP between meetings of the EC.

    b) Staff Members may be hired by the EC to meet organizational and analytical needs of GROUP, or such services may be contracted from an outside entity. Staff members are selected by the Medical Director with approval by the EC. Their percentage effort and associated salary are set by the EC, consistent with the annual budget. [Add staff members or examples if desired].

VI. Shared Data Ownership

Each GROUP Member owns the clinical data that it submits to the SVS PSO, and is entitled to specify and control the use of its data as set forth in its contract with the SVS PSO. Thus, any GROUP use of non-identifiable data submitted by Members for purposes other than the quality improvement functions performed by GROUP, such as health services research, shall require the prior consent of the Member, requested and recorded by the SVS PSO for each instance.

VII. Policies

The following principles guide the function of the GROUP and must be adhered to by all Members and Participants:

  1. All activities of the GROUP must be consistent with the mission statement. All data reports that compare physicians or hospitals must be anonymous, as specified in the PSQIA. All Participants in the GROUP agree to follow the rules of the PSQIA regarding confidentiality of this information.
  2. Each physician Participant must submit data for all consecutive procedures for the procedure types that they elect to enter through the SVS PSO, and must agree to submit billing data as specified by the SVS PSO on a periodic basis to allow an audit to ensure accurate and complete data entry.
  3. Each hospital Member agrees to submit billing data as specified by the SVS PSO on a periodic basis to allow an audit to ensure accurate and complete data entry.
  4. Each Member and Participant must submit complete data forms using a web-based system approved by the SVS PSO, including follow-up data at one year, or other time points established by the GROUP.
  5. Each Member and Participant agrees that comparative data can never be used for competitive marketing. Thus, benchmarking reports that compares hospitals or physicians can never be published, consistent with the PSQIA.
  6. Each Member and Participant must agree to follow all provisions of the PSQIA to prevent the disclosure of any patient identifiable information, as well as any hospital or physician identifiable information. Further, each Member and Participant must agree to follow all regulations contained within the Hospital Insurance Portability and Accountability Act (HIPAA).
  7. Failure to adhere to these policies may result in loss of membership in GROUP for a hospital or physician group, if so determined by a majority vote of the EC.
VIII. Research

Proposals for health services research projects using shared, non-identifiable GROUP regional data may be made by any GROUP Participant, and shall be considered by the EC after review by the RAC. If approved by the Executive Committee such projects may proceed. All GROUP Members conducting such research must agree to abide by all GROUP confidentiality rules, all HIPAA regulations, and all PSQIA regulations that are relevant to protecting the privacy of both patients and the member hospitals and physicians, none of whom shall be identified in any publication. All resulting publications and presentations shall be authored by the specific participating researchers from the GROUP and carry the author byline “on behalf of GROUP and the Principal Investigator of such research projects must sign a statement that attests to these agreements.

VIII. Amendments

Bylaws may be amended by a vote of two-thirds of the full membership of the EC provided that such amendments are circulated electronically at least 30 days prior to their consideration.