900. Administration and Organization
900.975 Spring Conference
Statement of Purpose
It shall be the purpose of the CMS Spring Conference to:
- Create unity among physicians, a larger voice for the profession, increased involvement and a greater overall impact on the health of Colorado.
- Attract new faces to CMS, with specific outreach to employed physicians, less active members and non-members so as to achieve greater diversity among the attendees and a welcoming atmosphere.
- Build new relationships, develop and learn new ideas in order to address the critical issues facing physicians.
- Place an emphasis on broadening the view of attendees by bringing in outside experts and an equal emphasis on relevant policy matters.
(BOD-1, AM 2012; Reaffirmed, BOD-1, AM 2014)
900.977 Policy Manual
The Colorado Medical Society Policy Manual will be reviewed every three to five years to determine those policies that are no longer pertinent and incorporate like policies into one policy. Such changes will be brought to the House of Delegates for review and approval.
(RES-12, AM 2003; Reaffirmed, BOD-1, AM 2014)
900.978 Investment Guidelines
(Motion of the Board, March 1994 • Amended July 2002, May 2003; Sunset, BOD-1, AM 2014)
900.980 Funding Requests from Outside Entities
(Motion of the Board, March 2000; Sunset, BOD-1, AM 2014)
900.983 Participation in the Provider Coalition
(Motion of the Board, February 1995; Sunset, BOD-1, AM 2014)
900.984 Conduct of Representatives of the Colorado Medical Society
Any individual who is publicly representing the Colorado Medical Society (CMS) will present only established CMS policy.
(RES-32, IM 1994; Reaffirmed, BOD-1, AM 2014)
900.985 Use of Dues Monies
(Motion of the Board, September 1980, Motion of the Board, May 1993; Sunset, BOD-1, AM 2014)
900.986 Requests for Money, Time or Endorsements
(Motion of the Board, September 1982, Motion of the Board, November 1992; Sunset, BOD-1, AM 2014)
900.987 Gender Neutrality
All official speakers and presentations by and for the members and general public should be devoid of all references of physicians as being of the male gender only.
(RES-44, AM 1992; Reaffirmed, BOD-1, AM 2014)
900.989 Guidelines for Financial Contributions, Co-Sponsorships and/or Endorsements
(RES-1, AM 1991; Sunset, BOD-1, AM 2014)
900.990 Relationship with the University of Colorado School of Medicine
(RES-1, AM 1991; Sunset, BOD-1, AM 2014)
900.992 Antitrust Guidelines
Statement of Policy
It is the policy of the Colorado Medical Society (CMS) and its members to comply strictly with all laws applicable to the Medical Society’s activities. The Board emphasizes the ongoing commitment of the Medical Society and its members to full compliance with federal and state antitrust laws. This statement is being distributed to all officers, Board members, council and committee chairs, and council and committee members as a reminder of that commitment and as a general guide for our activities and meetings.
Responsibility for Antitrust Compliance
The Medical Society’s programs have been carefully designed and reviewed to insure their conformity with antitrust standards. An equivalent responsibility for antitrust compliance is yours. The Society depends on your good judgment to avoid all discussions and activities which may involve improper subject matter or improper procedures or an appearance of improper activity. Society staff members work conscientiously to avoid subject matter discussion which may have unintended implications, and counsel for the Society will provide guidance with regard to these matters. It is important for you to realize, however, that the competitive significance of a particular conduct or communication probably is most evident to you who are directly involved in medicine. For this reason you have an important and individual responsibility for assisting antitrust compliance in Society activities. Moreover, it must be clearly understood that no officer, director, or any other CMS member, whether acting in his or her individual capacity or as a committee or council member, or in any other way, is authorized to propose or to carry out in behalf of Colorado Medical Society any program, agreement, or any other activity in violation of state or federal antitrust laws.
Antitrust Statutes
The most important antitrust statutes relating to the activities of a professional association or society are the Sherman Act and the Federal Trade Commission Act. Both of these prohibit contracts, combinations, and conspiracies between two or more persons in restraint of trade. The Supreme Court has ruled that not every contract or combination in restraint of trade is a violation. Only those which unreasonably restrain trade are unlawful. To determine what is “unreasonable”, the courts will look at the surrounding circumstances and the conduct in question, and may consider benefits to the general public from the program as compared with the anti-competitive effect of that activity. This is the “rule of reason”. However, certain types of conduct have been held to be so inherently or nakedly anti-competitive that such activities are “per se” violations of the law, and further proof is unnecessary. Such per se violations include:
- Price fixing agreements.
- Agreements to refuse to deal with certain third parties (boycotts).
- Agreements to allocate markets or to limit production.
- Tie-in sales, which require the customer to buy an unwanted product or service in order to obtain the desired item.
Since a professional association, by its very nature, brings competitors together to carry out its programs, the potential for collusion exists. Because of that potential, the enforcement agencies are watching professional organizations, especially in the medical profession, very carefully.
For antitrust purposes the term “agreement” is very broadly applied. It includes oral or written, formal or informal, express or implied agreements. An unlawful agreement has been inferred from circumstantial evidence, such as the words and conduct of the parties and their course of dealing.
Section 5 of the Federal Trade Commission Act prohibits “unfair methods of competition in or affecting commerce, and unfair or deceptive acts or practices in or affecting commerce.” Unlike the Sherman Act, the Federal Trade Commission Act reaches anti-competitive acts committed by single persons or companies, whether or not there is any agreement or “combination”; like the Sherman Act, it also covers joint actions. There are Colorado statutes which closely parallel the federal law.
Antitrust Problem Areas of Activity
- Price fixing.
- Agreements to divide customers (patients or groups of patients).
- Membership restrictions.
- Standardization or stabilization of fees or charges.
- Peer review activity.
Avoidance of Antitrust Problems
In the absence of specific legal advice on a matter, you should follow the guidelines which are set forth below, which are designed to avoid even the appearance of questionable activity:
Topics of Discussions to be Avoided:
- Do not discuss your own or other physicians’ current or future fees or expenses or any other financial matters which could affect fees.
- Do not discuss possible increases or decreases in fees.
- Do not take part in any discussion of what should be considered a fair level of income from practice.
- Do not make any public statements about your own fees or the fees of competitors, or about any other matters which could affect fees, at Medical Society functions.
- Do not discuss what you or other physicians plan to do in a particular geographic area or market, or with particular patients or with third party payers.
- Do not discuss your intention to refuse to deal with an HMO, a PPO, or any other third party payer or with any group or class of patients.
- Do not encourage any other physicians to refuse to deal.
- Do not disclose to any other person, at meetings or otherwise, information which may be sensitive competitively.
- If you are present at any group where any such discussion as mentioned above takes place, and if you are unable to prevent such a discussion taking place, then remove yourself from the meeting.
- If reasonably possible, avoid performances of peer review of the services of a competitor, and, if not reasonably avoidable, take careful precautions.
Meeting Procedures:
To avoid the appearance of questionable activity, as well as to guard against any inadvertent illegal conduct, all Society meetings, including committee, council, or section meetings, and including any meetings which are not legally constituted because of absence of a quorum, should be conducted in accordance with the following procedures:
- Meetings should not be held unless there are proper items of substance to be discussed which justify a proper meeting.
- In advance of every meeting, a notice of the meeting with an agenda should be sent to each member of the group; and the agenda should be specific. Broad topics, such as “Marketing Practices” which might look suspicious from an antitrust standpoint should be avoided.
- The discussion at the meeting should be limited to agenda items. Subjects not included on the agenda should not be considered.
- If a member brings up for discussion a subject of doubtful legality, that person should be advised that the subject is not a proper one for discussion. This would primarily be the responsibility of legal counsel for the Society. If a member has any reservation concerning the remarks or the nature of discussion at a Society meeting, those reservations should be expressed; and if the discussion is not terminated or satisfactorily resolved, that member should leave the meeting.
- Accurate minutes of each meeting should be prepared, and if reasonably possible, sent to the chair and the other members of the group prior to the next meeting.
- Secret or “rump sessions” should be strictly avoided. It is desirable that a CMS staff member attend all meetings.
- No recommendations or actions should be taken with regard to antitrust sensitive subjects, without the advice of the Society legal counsel.
Conclusion
Compliance with these guidelines is intended not only to avoid antitrust violations, but also any behavior which could be so construed. However, it should be understood that the antitrust laws are complex and far-reaching, and that this statement is not a complete summary of the law. It is intended only to highlight and emphasize certain basic precautions designed to avoid antitrust problems. You must therefore seek the guidance of either the Society staff, its legal counsel, or your own attorney if antitrust questions arise. If you would like further information concerning the Medical Society’s antitrust compliance procedures, please contact the CMS staff.
(Motion of the Board, April 1987; Reaffirmed, BOD-1, AM 2014)
900.998 Member Representatives
When openings arise on boards or committees of regulatory agencies and other relevant entities, the Colorado Medical Society will provide the names of interested, qualified members, along with other relevant information, to the appropriate body for consideration.
(RES-14, AM 1980; Reaffirmed, BOD-1, AM 2014)