Meister v. Avera Marshall — July 2016 (Summary)

UNILATERAL AMENDMENT OF MEDICAL STAFF BYLAWS

Meister v. Avera Marshall
No. A15-1982 (Minn. Ct. App. July 25, 2016)

The Court of Appeals of Minnesota affirmed the district court’s summary judgment determination that the board of a medical center could unilaterally amend and repeal the medical staff bylaws.

The medical staff, medical executive committee, and doctors practicing at the medical center (collectively, the “doctors”) sought a declaratory judgment that the board of the medical center could not unilaterally amend and repeal the medical staff bylaws.  The doctors argued that under the medical staff bylaws (which were determined to be a contract by the Minnesota Supreme Court), a two-thirds vote from the medical staff was necessary before the board could adopt, amend, or repeal the medical staff bylaws. The hospital contended that the doctors’ two-thirds vote requirement only applied to amendments proposed by the medical staff.  Since the changes to the bylaws were proposed by the board, not the medical staff, the two-thirds vote requirement was inapplicable.  The court of appeals noted a provision in the bylaws which stated that “the medical staff is subject to the ultimate authority of the board.”  Under state contract law, the court was required to interpret the bylaws “in such a way as to give meaning to all of its provisions.” Accordingly, the court concluded that the two-thirds vote requirement only applied to revisions to the bylaws proposed by the medical staff since the board retained ultimate authority over the medical staff.  The court also cited state law which requires the business and affairs of a corporation to be “managed by or under the direction of a board of directors” and which indicates that the medical staff “shall be called upon to advise regarding professional problems and policies.”  Per the court, “[t]hese authorities support [the medical center’s] ability to unilaterally amend the medical staff bylaws.”