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Board Meeting Minutes


American Academy of Emergency Medicine
Minutes of Board of Directors Meeting
Lake Buena Vista, Florida
May 16, 2004

IN ATTENDANCE: A. Antoine Kazzi, MD; Joseph Wood, MD, JD; Tom Scaletta, MD; William Durkin, Jr., MD; Robert McNamara, MD; Howard Blumstein, MD; James Li, MD; Raymond Roberge, MD; Kevin Rodgers, MD; Richard Shih, MD; Larry Weiss, MD; Jesse Pines, MD. Absent: Tracy Boykin, MD; Anthony DeMond, MD; Ghazala Sharieff, MD. Guests: Tobey Williams, MD. Staff: Kay Whalen, Beth Wilson.

President's Report

Dr. Kazzi began by thanking the Board for their hard work the previous day at the strategic planning session. He also thanked Dr. Wood and staff for their support of his presidency.

Dr. Kazzi had just returned from an emergency medicine meeting in Argentina. During this trip he had worked to form additional alliances with international emergency medicine societies.

One of AAEM's recent initiatives is to energize the committees to produce programs and position statements that will be valuable to our members.

Dr. Kazzi also reported that the Executive Committee had met with EMRA the previous day. One of the issues discussed was the letter from the toxicology society that referenced the possible anti-trust ramifications of typing membership in one organization to membership in another.

Also outlined were the possible options for AAEM to expand its international initiatives. Since IFEM does not allow more than one member from each country, AAEM cannot join this federation at this time. Dr. Kazzi moved and Dr. Pines seconded that AAEM explore the possibility of establishing an international foundation. MOTION PASSED UNANIMOUSLY.

Dr. Kazzi, Dr. Wood and Ms. Whalen will prepare background materials regarding establishing an international foundation.

The Board also discussed the fact that several physicians have asked AAEM to change its stance that requires ABEM or AOBEM certification to be eligible for full voting membership. After discussion, the Board reaffirmed this commitment to ABEM/AOBEM certification.

Approval of April 1, 2004 Minutes

The Board then reviewed the minutes of the past meeting that had been included in the agenda materials. Dr. McNamara moved and Dr. Scaletta seconded that the April 1, 2004 minutes be approved. MOTION PASSED UNANIMOUSLY.

Treasurer's Report

Dr. Durkin reported that the 2003 audit was not yet available. Therefore, the April 30, 2004 financial statements presented were in draft form. However, AAEM is in sound financial health.

Dr. Durkin also reminded the Board that the AAEM treasurer is responsible for the disbursement of AAEM state chapter funds. He asked if individual chapters should be responsible for their own finances. Dr. McNamara suggested that an administrative fee be charged for those chapters that use the national office. Dr. Kazzi will appoint a small working group to review the relationship between AAEM and its state chapters.

Next, the Board discussed the request from the Written Board Review Committee for funds to publish a syllabus. Dr. Blumstein moved and Dr. Wood seconded that the Board approve the request of $12,575 to publish a book for the Written Board Review Course. MOTION PASSED UNANIMOUSLY.

Membership Report

Ms. Whalen reported that paid full voting membership is 6.9% ahead of last year's pace.

Bylaws Change

Dr. Kazzi the asked the Board to consider a minor bylaws change. Dr. Scaletta moved and Dr. Durkin seconded that Section 4.7 Honorary International Membership be amended to read:

An honorary international membership is available to presidents of international societies. Honorary international members shall have no right to vote.

Application to become an Honorary International Member shall be made to the Board of Directors for its consideration and shall be approved by the affirmative vote of at least two-thirds of the Board Members present and voting.

Benefits of Honorary International Membership will be determined by the Board.

MOTION PASSED UNANIMOUSLY.

Position Statement Review

Dr. Weiss then presented the position statements that he felt needed to be reviewed by the Board.

Dr. Wood moved and Dr. McNamara seconded that the AAEM position statement entitled "Duty to Inform Emergency Physicians of the Intention to Bid for Their Emergency Department Group Contract" be rescinded. MOTION PASSED UNANIMOUSLY.

The Board then discussed the next position statement. Dr. McNamara moved and Dr. Durkin seconded that the statement entitled "Certificate of Compliance on Fairness in the Workplace" be amended as presented in the agenda materials. Therefore, the position statement would read:

Certificate of Compliance with the AAEM Policy Statements on Fairness in the Workplace

I confirm/certify that all of the following are true:

1) With the provisional period not to exceed one year, our physician group provides our emergency physicians access to predefined due process.

2) Our physician group, or its controlling entity, has a predefined mechanism that regularly and automatically provides all our emergency physicians the detail of their own professional charges and collections. This information shall be automatically provided to the physician on a quarterly basis.

3) Our physician group provides our emergency physicians: a) a predefined and reasonable pathway to full partnership that does not exceed three years, b) the review process and criteria used to grant full partnership, c) a predefined entry and exit policy, and d) the exact distribution of all shares held in the group. For the purpose of this certificate, a full partner is defined as an equal shareholder with equal voting status.

4) Our physician group, or its controlling entity, has a predefined mechanism that regularly and automatically provides all full partners: a) the total charges and collections for the group, and b) the distribution of all group income including all management and operational expenses including coding/billing/collecting, professional liability insurance, non-physician employee salaries, and physician administrative stipends. This information shall be automatically provided to the partners on a quarterly basis.

5) Our physician group provides our emergency physicians with the details of our governance process including the method of electing leaders and new partners, appointing medical directors and administrators and revising the bylaws.

6) Our physician group does not impose post contractual restrictive covenants (i.e., non-compete clauses).

7) Physicians, or physician-extenders working under the direct supervision of physicians, make all clinical decisions in our practice. Our physicians have a primary fiduciary responsibility to their patients, not to a corporate entity or shareholders.

8) In order to ensure compliance by the group, all full partners in the group eligible for AAEM membership will maintain such membership. As AAEM members, they will be subject to its bylaws including the code of ethics, and any available sanctions therein.

Physician groups in compliance with this AAEM certification statement may advertise their compliance and use it in their promotional materials. Such groups will automatically qualify for the AAEM job bank or display booths at AAEM conferences.  

All AAEM members are entitled to request and obtain a certified copy of this original certificate from AAEM. The failure of an emergency physician group to comply with their certificate may result in charges and sanctions.

Any changes in business practices that negate the above attestation will result in prompt notification to AAEM.

MOTION PASSED UNANIMOUSLY.

Then Dr. Blumstein moved and Dr. Durkin seconded that the position statement entitled "Position Statement on Unions in Emergency Medicine" be modified to read as follows:

Position Statement on Unions in Emergency Medicine

AAEM recognizes the right of employee emergency physicians to organize into collective bargaining units under the auspices of the National Labor Relations Board. AAEM acknowledges the presence of certain practice issues, such as economic exploitation and termination without cause, that may prompt the formation of unions in emergency medicine. We support AAEM members who form unions to improve patient care and their work environments. However, AAEM believes emergency physicians should preferably seek ownership of their practice by pursuing relief through existing laws and regulations including those prohibiting fee-splitting and, where applicable, the corporate practice of medicine. AAEM will provide assistance to emergency physicians who seek such ownership.

MOTION PASSED UNANIMOUSLY.

Dr. Kazzi moved and Dr. Scaletta seconded that the "Joint Task Force Resolution" be approved as re-drafted. Dr. Durkin moved and Dr. McNamara seconded that the last line be modified to read ". . . in emergency medicine and his/her patients." MOTION PASSED UNANIMOUSLY. A vote was then taken on the original motion which would have the statement now read:

Joint Task Force Resolution

Whereas, many emergency physicians would prefer that the emergency medicine professional societies work closely together for the betterment of emergency medicine; and

Whereas, the American Academy of Emergency Medicine has clearly laid out a Vision Statement to advocate for the rights of emergency physicians and the welfare of emergency department patients, therefore be it

RESOLVED, that the American Academy of Emergency Medicine offer to participate in a joint task force with the American College of Emergency Physicians regarding the future of emergency medicine; and be it further

RESOLVED, that the representatives of the American Academy of Emergency Medicine in such a task force be bound by the American Academy of Emergency Medicine Vision Statement: Blueprint for Securing Emergency Medicine's Future, the AAEM Mission Statement and the CAL/ACEP Emergency Physicians Bill of Rights; and be it further

RESOLVED, that the American Academy of Emergency Medicine will be open to all possibilities that will secure the future welfare of the individual specialist in emergency medicine and his/her patients.

MOTION PASSED UNANIMOUSLY.

Dr. Durkin moved and Dr, McNamara seconded that the "AAEM Contract Guidelines for Emergency Physicians" be amended as follows:

AAEM Contract Guidelines for Emergency Physicians

The American Academy of Emergency Medicine sets forth these guidelines to advocate for the contractual rights of its members in creating and evaluating employment contracts. These guidelines form the basic component of what AAEM considers to be a fair and equitable arrangement for its members. These guidelines are not comprehensive and do not substitute for professional legal assistance regarding employment contracts. AAEM believes the following principles are essential components of a fair and equitable contract:

  1. Emergency physicians should be entitled to full due process as accorded other members of the hospital medical staff. Any restriction or termination of clinical privileges of the emergency physician should be accompanied by the opportunity for a fair hearing through the medical staff. Termination with cause is proper, termination without cause is not. The criteria for termination with cause should be clearly delineated in the contract.
  2. Emergency physicians should not be subject to restrictive covenants, non-compete clauses, or other contractual clauses which would prevent them from continuing to practice at or within a certain distance of the site of their employment. This is in the best interest of the community served by the emergency physician.
  3. Emergency physicians should have full access to the books of account. Despite assignment, the individual physician can be held responsible for inaccurate billings and should have the opportunity to review billings made in the physician's name. In order to prevent exploitation and to avoid unwitting involvement in fee-splitting, emergency physicians should also have the opportunity to review remittances made on their behalf. The above is supported by HCFA policy and statements.
  4. In group practice, each member of the group should receive income that is relatively proportionate to the service rendered to the group. Payment for administrative, educational, and other essential activities is proper. Differential pay for undesirable shifts such as nights, weekends, and holidays is proper, as are pay formulas with a productivity and quality component, providing these are agreeable to the members of the group.
  5. In group practice, each full time emergency physician should have an equal say in matters affecting the group.
  6. Liability coverage, including payment of the "tail" if appropriate, should be clearly stated in the contract.
  7. The contract with the hospital should not contain clauses referring to participation with hospital-aligned MCOs/HMOs at discounted fee schedules negotiated without approval of the emergency physician group.
  8. Emergency physicians certified by the American Board of Emergency Medicine or the American Osteopathic Board of Emergency Medicine should not be required to obtain various "merit badges" such as ATLS, ACLS, and PALS.

MOTION PASSED UNANIMOUSLY.

The Board then discussed the description of AAEM Services that is listed on the AAEM website.

Dr. Rodgers moved and Dr. Blumstein seconded that the statement describing AAEM Services be removed from the website and discussed by the Executive Committee. MOTION PASSED UNANIMOUSLY.

Dr. Roberge moved and Dr. Scaletta seconded that the AAEM Vision Statement be modified to read:

AAEM Vision Statement
Blueprint for Securing Emergency Medicine's Future

Preamble

Recent declarations in support of the practice rights of emergency physicians are a welcome affirmation of the AAEM Mission statement. The Academy, however, believes such talk falls short of the mark. Specifically, emergency medicine must realize that the widespread lack of due process, the standard use of restrictive covenants, and routinely closed books are the symptoms and not the disease. Instead, the cancer in our specialty is our lack of control of our practice. High quality patient care will be enhanced by arrangements in which emergency physicians control their practice.

Vision Statement

The welfare of our patients and the brightest future for emergency medicine depend on restoring control of our practice to emergency physicians.

The Principles

Our motto is "for patients, by physicians." We therefore dedicate the Academy's efforts to the principles listed below. We invite other emergency medicine societies and individual emergency physicians to take up this cause.

  1. The ideal practice situation in emergency medicine affords each physician an equitable ownership stake in the practice. Such ownership entails substantive responsibility to the practice beyond clinical services.

  2. Emergency physicians should have control over their professional fees, as federal statutes and regulations assign liability to physicians and other providers for improper billing for their services.

  3. The role of emergency medicine management companies should be to help physicians manage their practice. The practice should be owned by and controlled by the physicians and not by a management company.

  4. Emergency medicine state and national professional societies should actively encourage enforcement of existing corporate practice of medicine statutes, and should seek such legislation in other states.

  5. Consistent with federal statutes and professional ethical guidelines, emergency medicine state and national professional societies should condemn and actively oppose forced fee-splitting whereby the emergency physicians are required to give up more than fair market value of their fees in return for the right to practice in an emergency department. Physicians who force other physicians into such activities should be reported to state medical boards for review.

  6. Specialty organizations commit an ethical breach when they accept financial support from medical corporations that do not adhere to the above ethical guidelines. Specialty organizations should cleanse themselves of the influence of medical corporations not adherent to the above principles, by not accepting financial support from these organizations including award sponsorship, research sponsorship, exhibit and advertising fees.

MOTION PASSED UNANIMOUSLY.

Malpractice Insurance Update

Dr. Williams then reported on a malpractice insurance product that will be available to board certified emergency physicians and democratic groups. The Board felt that AAEM members should be made aware of this product.

AAEM/EuSEM Agreement

Dr. Kazzi reported on his negotiations with EuSEM to begin preparations for the 3rd Mediterranean Congress. He also presented a proposed agreement with EuSEM for this Congress. Dr. Kazzi moved and Dr. McNamara seconded that AAEM enter into this proposed agreement with EuSEM. After much discussion, Dr. Blumstein moved and Dr. Wood seconded that the question be called. MOTION PASSED UNANIMOUSLY. THE ORIGINAL MOTION THEN PASSED 9-0-3.

Government Affairs and Military Chapter

The Board then discussed the possibility of waiving dues for those serving in dangerous war zones. Dr. Durkin moved and Dr. Li seconded that membership dues for those serving in military war zones be waived for one year. These members will not receive the Journal of Emergency Medicine. MOTION PASSED UNANIMOUSLY.

Speakers Bureau Proposal

The Board then briefly discussed the Education Committee proposal for an AAEM Speakers Bureau. Dr. McNamara moved and Dr. Scaletta seconded that AAEM establish a Speakers Bureau. MOTION PASSED UNANIMOUSLY.

Proposed Business Course

Dr. Scaletta then outlined a proposal for a business course to be held in the fall. Based on discussions, the budget will be reworked. Dr. Kazzi moved and Dr. McNamara seconded that the Executive Committee be empowered to approve a Business Course in the fall of 2004. MOTION PASSED UNANIMOUSLY.

Proposed Conference Call and Fall Meeting Schedule

The Board then reviewed the schedule of proposed conference calls. Next, the Board discussed the best venue for the fall Board meeting. Dr. Kazzi moved and Dr. McNamara seconded that the Executive Committee determine the date and location (Chicago or Dallas) of the fall Board meeting. Dr. Scaletta moved and Dr. Blumstein seconded that San Francisco also be considered. MOTION PASSED 11-1. ORIGINAL MOTION PASSED 10-2.

There being no further business, Dr. Blumstein moved and Dr. Li seconded that the meeting be adjourned.

Respectfully submitted,

Kay Whalen
Executive Director