CMA Creates Governance Guidance

For New Physician Organizations, Including ACOs and IPAs

Are you being asked to join an accountable care organization (ACO), independent practice association (IPA), or other new organization? If so, governance will be a critical issue for you to consider as a fair and efficient governance structure is essential to the success of any organization.

CMA has produced a new medical-legal document that discusses the numerous, complex challenges that owners face in governing “physician organizations.”

Such organizations come in many forms and include not only entities that provide medical care, such as medical groups or IPAs, but also health-related entities that provide nonmedical services in which nonphysicians may also hold ownership interests, such as management service organizations.

Regardless of the type of organization, physicians, in conjunction with their legal counsel, need to address how the organization will be controlled and whether appropriate safeguards are in place to ensure that the board of directors fairly represents the organization and its purpose.

To help physicians in this process, CMA has created medical-legal document #0239, “Governance Issues for Physician Organizations.” This document includes sample provisions that are illustrative of the language that is typically used in governance documents, such as bylaws. It defines the three different types of governance roles, paying particular attention to the powers of the board of directors and the relationship between the board and the shareholders.

CMA medical-legal document #0239 as well as the rest of the medical-legal library (formerly known as CMA On-Call), is available free to members in CMA’s online resource library at (http://www.cmanet.org/resource-library/detail?item=governance-issues-for-physician-organizations).