Sherman Health | SHBylaws

(a) These Medical Staff Bylaws and the subordinate Policy Manual are adopted and made effective upon approval of the Medical Staff and the Board, superseding and replacing any and all previous Medical Staff Bylaws, and henceforth all activities and actions of the Hospital, Medical Staff and of each individual exercising Clinical Privileges at the Hospital shall be taken under and pursuant to the requirements of these Bylaws and the Policy Manual. The provisions of these Bylaws and the Policy Manual shall only apply to actions initiated after their effective date.

(b) The present rules and regulations of the Medical Staff are hereby placed into effect insofar as they are consistent with these Bylaws and Policy Manual, until such time as they are amended and readopted in accordance with the terms of these Bylaws, such time not to exceed two (2) years.

Adopted by the Medical Staff on:

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(Date)

Approved by the Board on:

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(Date)

PREAMBLE

The Hospital and Medical Staff acknowledge that they must work together to assure that patient care within the Hospital meets all relevant standards and to maintain and improve the quality of medical care delivered in the Hospital.� The Hospital acknowledges the special expertise of the Medical Staff in those areas where medical judgment and the evaluation of medical competence are involved.� The Medical Staff acknowledges that it bears responsibility for monitoring, evaluating and improving the quality of the clinical services provided by Members and APP (Adjunct Professional Personnel) in the Hospital, which responsibility must be exercised in conjunction with the Board’s ultimate responsibility for quality of care in the Hospital and consistent with the Hospital's legal fiduciary obligations to the community it serves.� Recognizing that the best interests of their patients are protected by concerted efforts and harmonious relationships between the Medical Staff, its individual Members and the Hospital, the Medical Practitioners practicing at Sherman Hospital hereby organize themselves as the Medical Staff of the Hospital in conformity with these Bylaws.

ARTICLE I

GENERAL PROVISIONS

Section 1. Definitions. The following definitions shall apply to terms used in these Bylaws and the Policy Manual. Amendments to this Section, which can only be made pursuant to Article XXIV of these Bylaws, shall automatically apply to the Policy Manual.

"Adjunct Professional Personnel (APP)" means those Health Care Professionals who are not Members of the Medical Staff but who provide clinical services (for which Clinical Privileges are granted), clinical management (to extend the Clinical Privileges of a Member) or hospital services (excluding Clinical Services for which Members are privileged) in the Hospital and who may provide independent professional recommendations regarding patient care. Persons granted APP status shall not be considered Medical Staff Members (as that term is defined in this Section). APPs are divided into three (3) categories:

"Independent APP". This Category consists of APPs who provide clinical services to patients by expressing independent judgment at the order and under the general supervision of a Member in accordance with the Bylaws and the Adjunct Professional Personnel Policy contained in the Policy Manual attached hereto and incorporated by reference.
"Dependent APP". This category consists of those APPs who provide clinical management to patients pursuant to a documented relationship with an employing or sponsoring Member or Members by performing a portion of the Member's or Members’ professional responsibilities to patients in the Hospital under the direct supervision of their employing or sponsoring Member or Members, all in accordance with the Bylaws and the Adjunct Professional Personnel Policy contained in the Policy Manual attached hereto and incorporated by reference.
"Hospital APP". This category consists of those APPs who provide hospital services to patients in the Hospital pursuant to a contract or employment relationship with the Hospital.

"Adverse Action" shall mean an action limiting, reducing, suspending, restricting, or revoking Medical Staff Membership or Clinical Privileges.
"Adverse Decision" shall mean a decision denying or not renewing Medical Staff Membership or Clinical Privileges.
“All Reasons” shall mean each of the defaults, failures, deficiencies or conditions determined to be present by the Medical Executive Committee, Board or Hearing Committee when an Adverse Action or Adverse Decision is recommended or imposed, and the general grounds or findings of fact relied upon for the conclusions reached, including all reasons based on the quality of medical care or any other basis, including economic factors.� The term “All Reasons” shall not be interpreted to require a recitation of each fact relied upon by the decision making body or a detailed exposition of the supporting rationale for the decision but such general detail as may be necessary for the affected Provider or, if applicable, the Medical Executive Committee, to properly evaluate the facts and opinions relied upon by the decision maker and to effectively prosecute a hearing or appeal.
"Associated With" means an applicant who is a bona fide current or prospective employee, independent contractor, partner or co-owner in the medical practice of a current Member for which all medical services to be rendered by the applicant for Hospital patients are billed by the current Member's medical practice.
"Board" or "Board of Directors" means the Local Governing Board of Sherman Hospital, which has responsibility for the operation of the Hospital, or other institution where indicated.
"Chief Executive Officer" means the individual appointed by the Board to act on its behalf in the management of the Hospital or his designee.
"Clinical Privileges" means the permission granted to a Practitioner to render specific diagnostic, therapeutic, medical, surgical, podiatric or dental patient care and treatment services ("Clinical Services") in the Hospital.
“Clinical Services” means specific diagnostic and therapeutic medical, dental or podiatric patient care and treatment services for which Clinical Privileges are normally granted.
"Dentist" means an individual who has a doctor of dental surgery degree who is duly licensed to practice dentistry in the State of Illinois.
"Department" shall mean the Clinical and/or Hospital Departments of the Medical Staff as delineated in Article XXI.
"Department Chiefs" shall mean those parties elected or appointed to preside over a Department as provided in Article XXI.
"Economic Factor" shall mean any information or reasons for Adverse Decisions or Adverse Actions unrelated to quality of care or professional competency.
"Employed Practitioner" means a practitioner who is compensated and issued an applicable W-2 form for Clinical Services to patients by an employer under whom the professional fees for those services are billed.
"Ex Officio" means service as a member of a body by virtue of an office or position held and, unless otherwise expressly provided, means without voting rights.
"Fair Hearing" shall mean the procedural rights of applicants and Members under the Fair Hearing Plan set forth in Article XIV.
"Hospital" means Sherman Hospital and, depending on the context, includes both the physical building and the licensed not-for-profit entity which owns and operates the facility including, without limitation, such entity's administrators, employees, agents and assigns.
"Hospital Affiliate" means any parent, subsidiary or affiliate of the Hospital or any joint venture or other business entity in which the Hospital may have a controlling equity or ownership interest.
"Medical Staff" means the Medical Staff Organization the structure of which is defined by these Bylaws and which includes all Members collectively.
"Medical Staff Representative" means any and all Medical Staff officers, Clinical Department Chiefs and Medical Executive Committee members at large.
"Medical Staff Year" shall mean that period commencing on the first day of July of each year and ending on the thirtieth day of June in the following year.
"Member" means any Practitioner who has been granted Medical Staff membership and Clinical Privileges.
"Non-restrictive Actions" shall mean minor disciplinary measures such as issuing a warning to a Member, imposing a probationary period with retrospective review but without special requirements of prior or concurrent consultation and direct supervision, issuing a formal letter of reprimand or other similar actions which do not restrict a Member's right to exercise Clinical Privileges independently.
"Oral and Maxillofacial Surgeon" means an individual who has a doctor of dental surgery degree, has completed a residency in oral and maxillofacial surgery and is state licensed as a Dental Specialist in Oral and Maxillofacial Surgery.
"Pertinent Information" shall mean all written information utilized or reviewed in the decision making process relating to the initial grant or renewal of a Member's Medical Staff membership or Clinical Privileges or to summary suspensions, administrative suspensions or Adverse Actions, or Adverse Decisions, whether threatened or imposed, except the phrase "pertinent information" shall not include credentialing information on other Practitioners, Hospital or corporate business plans, any information obtained or generated which is privileged or confidential as attorney-client privilege, physician-patient privilege, or which is privileged or confidential under any applicable state or federal law, rule or regulation.
"Physician" shall be interpreted to include doctors of medicine ("M.D.s"), doctors of osteopathy ("D.O.s") and Oral and Maxillofacial Surgeons.
"Podiatrist" shall be interpreted to mean a doctor of podiatric medicine (“D.P.M.”).
"Policy Manual" means the manual adopted with these Bylaws and approved by the Medical Executive Committee and Board describing certain Hospital policies affecting the Medical Staff.
"Practitioner" means a duly licensed Physician, Dentist or Podiatrist.
"Prerogatives" means the rights granted, by virtue of Staff category or otherwise, to a Member or APP to perform, manage, supervise, assist or otherwise provide clinical services in the Hospital and to participate in Medical Staff Self-government, which rights are exercisable subject to the conditions imposed by these Bylaws and in other Hospital and Medical Staff policies.
"President" means the Physician elected as President of the Medical Staff pursuant to Article XVII.
“Professional Affairs Committee” is a subcommittee of the Board of Directors.� The membership of this committee is determined by the Board and may include Medical Staff Members.� The members of this committee are appointed by the Board for terms determined by the Board.
“Proximate Service Area" means the geographical area described as that portion of the Elgin Township north of the Illinois Central railroad tracks and that portion of the Dundee Township south of Illinois Route 72.
"Self-government" means the duty of the Members, officers, committees and Departments of the Medical Staff to initiate and carry out the functions assumed by the Medical Staff, to govern their own representative and organizational affairs, and to fulfill the obligations provided for in these Bylaws and by law.
“VPMA” means the individual appointed as Vice President for Medical Affairs or equivalent position of professional liaison between the Hospital Administration and the Medical Staff, such individual preferred to possess both medical knowledge and administrative ability.

Section 2. Delineation of Duties. Under these Bylaws and in accordance with applicable state and federal law, the Medical Staff shall be responsible for: i) reviewing, analyzing and evaluating the quality of patient care within the Hospital, ii) determining appropriate standards of care, including, without limitation, appropriate tests required on all admissions and the Hospital formulary, iii) quality improvement activities in the Hospital, iv) Self-government, and v) safeguarding the professional autonomy of all Members.� Members and those Practitioners with temporary privileges granted as provided hereunder shall be responsible for: i) providing all medical, podiatric and dental care to patients in the Hospital, ii) assuring the ethical treatment of their patients, and iii) securing continuity of care.� The Board shall be responsible for the overall maintenance, operation and administration of the Hospital facilities as well as ultimate responsibility for the quality of care and for providing such allied professionals, technicians and other support staff as appropriate for the effective and ethical delivery of quality medical care to patients in the Hospital.� The Hospital shall not furnish nor directly provide Clinical Services, or otherwise exercise professional medical judgment, which duties may only be performed by Members who are duly licensed by the State of Illinois and who are granted credentials in accordance with the procedures established in these Bylaws.� Inpatients and outpatients may only be admitted to the Hospital by a Member with admitting privileges and must remain under the professional care of a Member until discharged.� Patients admitted by a non-Physician Practitioner shall be under the care of both the Physician Member and the non-Physician Practitioner Member.� The non-Physician Practitioner Member shall be responsible for all care within the limits of the privileges granted to them while the Physician Member shall be responsible for all aspects of general medical care.� All persons performing clinical services in the Hospital must either be Members or be generally supervised by a Member.� The Hospital and Medical Staff shall work cooperatively to evaluate credentials of applicants for Medical Staff membership and clinical privileges.

Section 3. Fair Assignment of Duties to Members. The assignment of administrative duties, responsibility for the care of unassigned, uninsured or underinsured Hospital patients, emergency call within each Department and other compulsory duties shall be assigned amongst the Members in a reasonable and equitable manner. Emergency call for the Practitioners in each Department may be made compulsory in the rules adopted for each Department; provided, however, emergency call for Members fifty five (55) years of age or older may be declined at the discretion of the Member without penalty or prejudice.

Section 4. Delivery of Medical Care. Each Member shall be allowed to employ his or her skills as a fiduciary for his or her patients and neither the Hospital nor the Medical Staff shall interfere with or restrict a Member's exercise of independent medical judgment in the diagnosis, treatment or referral of patients unless such independent medical judgment is not consistent with applicable law and regulations, the standards imposed in these Bylaws or the standard of care in the medical community as determined by the Board and the Medical Staff in accordance with these Bylaws.

Section 5. Professional Judgments�. The Medical Staff and the Hospital recognize that the formation of Hospital policy may at times require the expert advice of its Medical Staff.� The Medical Executive Committee has the right to participate with the Hospital in policymaking activities related to the delivery of clinical care and professional medical care in the Hospital.� Without limiting the scope of the foregoing, the Hospital will specifically provide the Medical Staff with information and solicit feedback from the Medical Staff regarding the Hospital’s strategic planning goals, financial goals, and capital and operational budget items which impact patient care.� Further, the Hospital shall solicit the reasoned opinion of its Medical Staff before adopting Hospital operational policies which may impact the quality of patient care in the Hospital, or the exercise of Prerogatives under these Bylaws.� The Board of Directors shall give great weight to the professional opinions and recommendations of the Medical Executive Committee in matters regarding Self-government or regarding the exercise of professional medical judgment in the evaluation of the medical care provided by Members of the Medical Staff, including matters relating to the quality of care provided and the utilization of facilities, tests, therapies, or medications.� If the Board of Directors does not follow the Medical Executive Committee’s recommendations regarding matters of general policy such as Self-government, quality of care, or utilization, the Medical Executive Committee may request that the above-specified general policy matters be referred to an individual who is a qualified specialist in the subject under consideration with such individual providing a recommendation to the Professional Affairs Committee.� The cost of the qualified specialist, who will be mutually agreed upon by the Medical Executive Committee and the Board, shall be shared equally by the Medical Executive Committee and the Board of Directors. Upon receipt of the recommendation, the Professional Affairs Committee shall make a decision in the matter.� The Hospital and Medical Executive Committee shall cooperate regarding the development and implementation of policies related to delivery of clinical care and professional medical care in the Hospital.

Section 6. Self Government. The Hospital shall not interfere with the Medical Staff's process of Self-government under these Bylaws.

Section 7. Construction.

Time Frames. The time periods specified within these Bylaws are intended to be guidelines for action. An action shall not be invalidated solely because a party did not strictly comply with specified time periods.

Pronouns and Plurals. Words used in these Bylaws shall be read as the masculine or feminine gender, and as the singular or plural, as the content requires.

Captions. The captions and headings supplied in these Bylaws are for convenience only and are not intended to limit or define the scope or effect of any provision of these Bylaws.

Interpretation. If any provision in these Bylaws requires judicial interpretation, the judicial body interpreting or construing such provision shall not apply the assumption that the terms hereof shall be more strictly construed against the one who either itself or through its agents prepares the same. The Hospital, Board, Medical Staff and Members hereby agree that they and their agents have participated in preparation of these Bylaws equally.

Preamble. The Preamble shall be considered an integral part of these Bylaws.

Abide By Bylaws. The Hospital, including its Board of Directors, and the Medical Staff, as an integral part of the Hospital, agree to abide by the provisions contained in these Bylaws when performing activities affected by these Bylaws.

Relationship Created. Nothing contained in these Bylaws shall be deemed or construed to create the relationship of principal and agent or of partnership or of joint venture or of any other business association between the Hospital and the Medical Staff, and neither the Hospital's payment of administrative compensation to the Medical Staff nor any other acts of the Hospital and its Medical Staff shall be deemed to create any relationship between the Hospital and the Medical Staff other than the relationship of independent advisor, the duties of each for providing patient care being separate and distinct.

Exercise of Discretion. Whenever the Hospital, Medical Staff or Medical Staff Member has the right to exercise discretion in the interpretation, performance or administration of these Bylaws, such discretion must be exercised fairly, reasonably and in good faith.� Reasonableness shall be determined under a reasonably prudent business person standard.

Severability. If any provision of these Bylaws, or the application of such provision to any person or circumstance, shall be held invalid by any court, governmental agency or regulatory body, the remainder of these Bylaws, or the application of such provisions to persons or circumstances other than those to which it is held invalid, shall not be affected thereby and shall remain in full force and effect. To the extent permitted by applicable law, the parties hereto hereby waive any provision of law that renders any provision hereof prohibitive or unenforceable in any respect.

Successors. The Hospital's and Medical Staffs adoption of these Medical Staff Bylaws, and each Member's acceptance of Clinical Privileges and Prerogatives, shall be binding upon and inure to the benefit of the parties and their legal representatives, successors and assigns.

Waiver. No waiver of any provision of these Bylaws shall be valid except in specific instances when agreed to by each party affected by the waiver, provided, however, notwithstanding the above, a Member may waive or have his rights waived under the Fair Hearing Plan at Article XIV of these Bylaws if the Hospital has granted an exclusive contract to provide a particular service at the Hospital, and an exclusive contract signed either individually or by a representative of the group contains a waiver of rights under the Fair Hearing Plan at Article XIV and/or rights under 210 ILCS 85/10.4(b) 2A-H.

Section 8. Disputes.

A. Dispute Resolution.� Disagreements between the Medical Staff and the Hospital involving the proper interpretation of these Bylaws shall be referred to the Joint Conference Committee in accordance with the procedures established in Article XIII.

B. Remedies.�� After the exhaustion of all administrative procedures set forth herein and upon the failure of all efforts to resolve a matter in a fair, reasonable and amicable manner, the Hospital, Medical Staff or any individual Member may file a suit in equity to enjoin the others, and all persons associated with them, from any breach of these Bylaws as well as any other remedies available in law or equity.

C. Recovery of Costs.� If any action at law or equity, including an action for declaratory judgment, is brought to enforce or interpret the terms, covenants or provisions of these Bylaws, the prevailing party in such litigation shall be entitled to recover reasonable attorney fees from the other party, which fees may be set by the Court in the trial or appeal of such action or may be enforced by a separate action brought for that purpose and which fees shall be in addition to any other relief which may be awarded.

ARTICLE II

CATEGORIES OF THE MEDICAL STAFF

All appointments to the Medical Staff shall be as approved by the Board upon recommendation of the Medical Executive Committee and shall be to one of the following categories listed as Sections in this Article. All Members shall be assigned by the Medical Executive Committee to a specific Department, but may be eligible for Clinical Privileges in other Departments as applied for and approved pursuant to these Bylaws. All initial Clinical Privileges for new appointees and existing Members shall be provisional for a period of twelve (12) months from the date of appointment as provided in Article VII Section 1. Continuance of appointment after the provisional period shall be conditioned on an evaluation of the factors set forth in Article IV of these Bylaws.

Section 1. Attending Staff.

Qualifications. The Attending Staff shall consist of Practitioners who regularly provide Clinical Services in attendance to patients at the Hospital. Candidates for the Attending Staff must have served on the Associate Attending Staff for at least one (1) year prior to becoming eligible for advancement to the Attending Staff. The homes and offices of Attending Staff appointees shall be located close enough to the Hospital, as determined in the rules of the Medical Staff, to fulfill their responsibilities to the Hospital and the Medical Staff and to provide, either personally or through another qualified Member, timely and continuous care for their patients in the Hospital.
Prerogatives. Appointees to the Attending Staff shall be entitled to vote on all Medical Staff, assigned Department or assigned committee matters, to hold office, to serve on Medical Staff committees, and to serve as Chiefs of Departments and chairpersons of committees except as may be provided to the contrary in Article XVII and Article XXV of these Bylaws. Voting rights and eligibility to serve as a Medical Staff representative are subject to attendance requirements as provided for in Article XX Section 2. Attending Staff appointees may admit patients without limitation except as may be otherwise provided in the Medical Staff Rules and Regulations and Hospital admission policies, and may exercise such Clinical Privileges as may be granted under Article VII of these Bylaws.
Obligations. Each appointee to the Attending Staff, by accepting appointment, shall agree to assume all of the following functions and responsibilities, where appropriate and when required by these Bylaws or assigned by the Medical Executive Committee: 1) to contribute to the organizational and administrative affairs of the Medical Staff, including service on Medical Staff and Department committees, and to faithfully perform the duties of any office or position to which elected or appointed, 2) to provide care for unassigned patients, 3) to provide specialty emergency coverage, 4) to provide consultation to other Members consistent with delineated Clinical Privileges, 5) to participate in teaching assignments and educational programs offered by the Medical Staff, 6) to participate in performance improvement and monitoring activities, including the evaluation of provisional appointees, 7) to attend Medical Staff and Department meetings as provided in Article XX Section 2, and 8) to fulfill such other Medical Staff functions as may be reasonably required by the Medical Executive Committee and the Board.
Advancement. Appointees to the Attending Staff may submit a written request to their assigned Department Chief for consideration of transfer to any other Staff Category at any time. Denial of the request shall not be considered an Adverse Action or Adverse Decision and shall not entitle the affected Member rights under the Fair Hearing Plan.

Section 2. Associate Attending Staff.

Qualifications. The Associate Attending Staff shall consist of Practitioners who regularly provide Clinical Services in attendance to patients at the Hospital. Associate Attending Staff appointees must have completed at least one (1) year of satisfactory performance on the Associate Staff. The homes and offices of Associate Attending Staff appointees shall be located close enough to the Hospital, as determined in the rules of the Medical Staff, to fulfill their responsibilities to the Hospital and the Medical Staff and to provide, either personally or through another qualified Member, timely and continuous care for their patients in the Hospital.
Prerogatives. Associate Attending Staff appointees may admit patients without limitation except as may be otherwise provided in the Medical Staff Rules and Regulations and Hospital admission policies, may exercise such Clinical Privileges as may be granted under Article VII of these Bylaws, and may vote on all matters presented at meetings of the committees to which they have been appointed. Associate Attending Staff appointees are not eligible to be Medical Staff Representatives and shall not have the right to vote at Department or Medical Staff meetings.
Obligations. Appointees to the Associate Attending Staff, by accepting appointment, shall agree to assume the same functions and responsibilities as appointees to the Attending Staff and may be required to assist in the Medical Executive Committee's evaluation of Associate Staff appointees and shall participate in such peer review activities of their own conduct as the Medical Executive Committee or its designee may require in order to evaluate their performance. Appointees to the Associate Attending Staff shall attend regular and special meetings of the Medical Staff and the Department and committees of which they are a member as provided in Article XX Section 2.
Advancement. Appointees to the Associate Attending Staff may submit a written request to their assigned Department Chief for consideration of advancement to the Attending Staff after serving at least one (1) year on the Associate Attending Staff, or of transfer to any other Staff Category at any time. Failure to change Staff Category shall not be considered an Adverse Action or Adverse Decision and shall not entitle the affected Member rights under the Fair Hearing Plan.

Section 3. Associate Staff.

Qualifications. The Associate Staff shall consist of those Practitioners who have received initial appointment to the Medical Staff pursuant to the provisions of Article V and who have not been initially appointed to another medical staff category. The homes and offices of Associate Staff appointees shall be located close enough to the Hospital, as determined in the rules of the Medical Staff, to fulfill their responsibilities to the Hospital and the Medical Staff and to provide, either personally or through another qualified Member, timely and continuous care for their patients in the Hospital.
Prerogatives. Associate Staff appointees may admit patients without limitation except as may be otherwise provided in the Medical Staff Rules and Regulations and Hospital admission policies, and may exercise such Clinical Privileges as may be granted under Article VII of these Bylaws. Associate Staff appointees shall not be entitled to vote at any Medical Staff or Departmental meetings. They may serve as voting members on Medical Staff committees but shall not be eligible to be a Medical Staff Representative.
Obligations. Appointees to the Associate Staff, by accepting appointment, shall agree to assume the same functions and responsibilities as appointees to the Attending Staff and shall participate in such peer review activities of their own conduct as the Medical Executive Committee or its designee may require in order to evaluate their performance. Appointees to the Associate Staff shall attend regular and special meetings of the Medical Staff and the Department and committees of which they are a member as provided in Article XX Section 2.
Advancement. Appointees to the Associate Staff will be considered for advancement to the Associate Attending Staff or may submit a written request to their assigned Department Chief for consideration of transfer to the General Courtesy Staff after serving not less than one (1) year on the Associate Staff.

Section 4. General Courtesy Staff.

Qualifications. The General Courtesy Staff shall consist of Members who wish to provide Clinical Services in attendance to a limited number of patents in the Hospital. A person shall be eligible for appointment to the General Courtesy Staff only after satisfactorily serving as an Associate Staff appointee for a minimum of one (1) year.
Prerogatives. Members of the General Courtesy Staff shall be permitted to admit or attend only twenty four (24) patients during a calendar year. A group practice of Practitioners with more than one member on the General Courtesy Staff shall be considered as one Member and shall be allowed twenty four (24) admissions/consultations per year for that group. General Courtesy Staff appointees shall not be entitled to vote at Medical Staff, Departmental or committee meetings and may not serve as a Medical Staff Representative. If the General Courtesy Staff appointee wishes to admit or attend more than twenty four (24) patients a year, he must apply through his assigned Department for transfer back to the Staff Category from which he last transferred to the General Courtesy Staff.
Obligations. General Courtesy Staff appointees shall be responsible to provide emergency coverage at the request of their respective Department. Such consultations, when requested, shall not be counted against the twenty four (24) patient restriction imposed by these Bylaws. General Courtesy Staff appointees shall also satisfy the mandatory appearance requirements for peer review meetings set forth in Article XX Section 2.
Advancement. General Courtesy Staff appointees may submit a written request to their assigned Department Chief for consideration of transfer back to the Staff Category from which they last transferred to the General Courtesy Staff at any time. Failure to change Staff Category shall not be considered an Adverse Action or Adverse Decision and shall not entitle the affected Member rights under the Fair Hearing Plan.

Section 5. Consulting Staff.

Qualifications. The Consulting Staff shall consist of certified specialists who have distinguished themselves as authorities in their areas of specialization who can assist on a special project or provide services to the Hospital or Medical Staff which are not otherwise offered by current Members. Appointment may be made directly to the Consulting Staff category without going through Associate and Associate Attending Staff categories.
Prerogatives. Consulting Staff appointees shall have all the rights and privileges of Medical Staff membership insofar as their specialties are concerned except they may not vote on any Medical Staff, Department or committee matter, serve as a Medical Staff Representative or admit patients.
Obligations. Consulting Staff appointees shall not be required to take emergency call, however, they must meet the basic responsibilities of all Members provided in these Bylaws and satisfy the mandatory appearance requirements for peer review meetings set forth in Article XX Section 2.
Advancement. Consulting Staff appointees desiring to change their Medical Staff category must meet the requirements of the new category and must submit an application for change in Medical Staff category for review by the Department, Credentials Committee, Medical Executive Committee and Board of Directors.

Section 6. Honorary Staff.

Qualifications. The Honorary Staff shall consist of Members who have retired from Hospital practice or Practitioners with outstanding professional obtainment.
Prerogatives. Honorary Staff appointees may attend Medical Staff and Department meetings and any Hospital education programs. Honorary Staff appointees may not admit patients or provide clinical services within the Hospital. Honorary Staff appointees are not eligible to vote or serve as a Medical Staff Representative.
Obligations. Honorary Staff appointees have no specific obligations under these Bylaws.
Advancement. Honorary Staff appointees desiring to change their Medical Staff category must meet the requirements of the new category and must submit an application for change in Medical Staff category for review by the Department, Credentials Committee, Medical Executive Committee and Board of Directors.

Section 7. Part-Time Hospital Based Staff.

Qualifications. The Part-Time Hospital Based Staff shall consist of those appointees to Hospital Departments working less than an average of thirty two (32) hours per week at the Hospital. Part-Time Hospital Based Staff may be appointed directly to this category without first being appointed to the Associate Staff category. If an appointee to this category, during a term of appointment, exceeds the aforementioned work hour limit, the individual must apply for transfer to the Associate Staff category to continue Medical Staff membership.
Prerogatives. Appointees to the Part-Time Hospital Based Staff may serve without vote on Medical Staff committees but they are not eligible to serve as a Medical Staff representative or to vote at Departmental or Medical Staff meetings and they may not admit patients.
Obligations. Each appointee to the Part-Time Hospital Based staff Category is encouraged to attend general and special Medical Staff meetings and Departmental meetings but are not required to do so except to satisfy the mandatory appearance requirements for peer review meetings set forth in Article XX Section 2.
Advancement. Part-Time Hospital Based Staff appointees desiring to change their Medical Staff category must meet the requirements of the new category and must submit an application for change in Medical Staff category for review by the Department, Credentials Committee, Medical Executive Committee and Board of Directors.

Section 8. Distance Staff

A. Qualifications. The Distance Staff shall consist of Practitioners who regularly provide Clinical Services to patients at the Hospital from a distance through a suitable form of interactive communication. Appointment may be made directly to the Distance Staff category without going through Associate and Associate Attending Staff categories.

B. Prerogatives. Appointees to the Distance Staff may serve without vote on Medical Staff committees provided that they may elect to participate in said meetings from a distance through a suitable form of interactive communication. They are not eligible to serve as a Medical Staff representative or to vote at Departmental or Medical Staff meetings, and they may not admit patients.

C. Obligations. Distance Staff appointees shall be responsible to provide emergency coverage at the request of their respective Department and shall satisfy the mandatory appearance requirements for peer review meetings set forth in Article XX Section 2, provided that they may elect to provide said coverage and satisfy said appearance requirements from a distance through a suitable form of interactive communication.

D. Advancement. Distance Staff appointees desiring to change their Medical Staff category must meet the requirements of the new category and must submit an application for change in Medical Staff category for review by the Department, Credentials Committee, Medical Executive Committee and Board of Directors.

ARTICLE III

ADJUNCT PROFESSIONAL PERSONNEL

Section 1. Eligibility. Only those specialties of APP for whose skills the Board of Directors and the Medical Executive Committee, pursuant to the Adjunct Professional Personnel Policy in the Policy Manual has determined a demonstrated need shall be eligible to provide patient care services in the Hospital. Persons granted APP status shall not be considered Members.

Section 2. Three Categories. APP shall be divided into three (3) categories: Independent APP, Dependent APP, and Hospital APP.

Section 3. Departmental Qualifications. Where appropriate, the Medical Executive Committee may establish particular qualifications required for a specific specialty of APP, provided that such qualifications are not arbitrary or contrary to applicable law, and the Department to which the APP is assigned may develop, implement and enforce quality control criteria.

Section 4. Independent APP.

Qualifications. Independent APP shall consist of:

Individuals with an advanced degree in Psychology from an accredited college or university who are certified and licensed to practice by the State of Illinois.

Prerogatives. Independent APP may provide patient care services within the limits of their qualifications as provided for in this Section 4 and the clinical privileges granted to them in accordance with the credentialing and privileging process detailed in this Section 4. The Fair Hearing Plan provided for in Article XIV of these Bylaws shall apply to Independent APP as it would to any other applicant or Member. If asked, they may serve on appropriate committees of the Medical Staff with vote if allowed by the terms of their committee appointment.
Obligations. Independent APP shall:

Exercise independent judgment in their areas of competence, provided that a Member shall have the ultimate responsibility for patient care;
Participate directly in the care of patients under the general supervision or direction of a Member;
Record reports and write notes on patient records in accordance with Hospital policy and write orders for treatment to the extent established in the Rules and Regulations of the Medical Staff, provided that such orders are within the scope of licensure, certification or other legal credential;
Not admit or discharge patients at the Hospital;
Such individuals may be invited to attend certain Medical Staff meetings and may, as a condition of continued privileges, be required to attend meetings involving the clinical review of patient care in which they participated; and
Maintain professional liability insurance in accordance with the Member requirements of Article IV of these Bylaws. Certification of coverage must be provided prior to the granting of APP privileges, and coverage must be maintained throughout the Independent APP's tenure at the Hospital.

Supervisor Responsibility. While a Member may supervise the general care being provided a particular patient by an Independent APP, the Independent APP assumes full responsibility and is fully accountable for the clinical services he or she renders.
Application, Credentialing and Privileging. Applications of Independent APP shall be reviewed as any applications for membership and Clinical Privileges are reviewed under Articles IV, V, VI and VII of these Bylaws.
Department Assignment. The Medical Executive Committee shall assign Independent APP to a clinical Department appropriate to their professional training.
Performance Improvement. The quality of clinical services provided by Independent APP shall be reviewed as part of the performance improvement program of the Medical Staff and Hospital.

Section 5. Dependent APP.

Qualifications. Dependent APP shall possess such training, experience and licensure as may be provided by Rule, pursuant to the Adjunct Professional Personnel Policy contained in the Policy Manual, or required by law. Each Dependent APP must be employed by, sponsored by, or have a collaborative agreement with a physician Member of the Medical Staff who assumes full responsibility and is fully accountable for the Clinical Management (described herein) rendered by the Dependent APP. The collaborative agreement shall, at a minimum, contain such terms and conditions as required by law and as the Medical Executive Committee may establish by rule.
Application. The employing, sponsoring or collaborative Member and the Dependent APP shall jointly make application for Dependent APP status, which shall be processed and reviewed in accordance with the procedures and criteria set forth in the Adjunct Professional Personnel Policy in the Policy Manual. While the employing, sponsoring or collaborative Member must hold clinical privileges, the Dependent APP is not granted privileges by the Medical Staff.
Description of Clinical Management. Dependent APP may only serve to extend the existing privileges as an agent of their employer, sponsor, or collaborative physician Member within the scope of their training, experience and licensure, and consistent with and rules established by the Medical Executive Committee upon recommendation of the applicable Departments and Divisions.
Prerogatives. A Dependent APP may:

Provide specified clinical management services as an agent and under the direct authority of his or her Medical Staff employer, sponsor or collaborative physician member within the scope of the Dependent APP's license, certificate or other legal credential.
Not admit patients; and
Exercise such other Prerogatives as shall be accorded any specific of APP as may be approved by the Medical Executive Committee.

Employer, Sponsor, or Collaborative Physician Responsibility. The employer, sponsor, or collaborative physician of the Dependent APP shall assume full responsibility and be fully accountable for the conduct of such individual within the Hospital. It is also the responsibility of the employer, sponsor, or collaborative physician of the Dependent APP to acquaint said individual with these Bylaws and the applicable Rules and Regulations of the Medical Staff and with the Hospital personnel with whom said individual will be working at the Hospital. Said employer, sponsor, or collaborative physician shall furnish evidence of professional liability insurance coverage for such individual in the same manner as described in Article IV Section 5 of these Bylaws.
Department Assignment. The Dependent APP shall be assigned to the Department of which his employer, sponsor, or collaborative physician is a member.
Termination of Duties. The clinical duties and responsibilities and APP status of the Dependent APP within the Hospital shall automatically terminate if: i) the employment, sponsorship or collaborative agreement of the Dependent APP is terminated, or ii) if the Medical Staff membership of the employer, sponsor or collaborative physician Member is terminated for any reason, or iii) if the employer's, sponsor's, or collaborative physician's Clinical Privileges are curtailed to the extent that the professional services of said individual within the Hospital are no longer permissible to assist the employer, sponsor, or collaborative physician. The Dependent APP is not granted privileges by the Medical Staff and no additional hearing or review rights under these Bylaws shall apply.� However, the terminated APP shall be granted an audience with the Chief and appropriate subcommittee of his Department if requested.

Section 6. Hospital APP.

Qualifications. To provide specific hospital services, Hospital APP shall be under contract or have an employment relationship with the Hospital for the provision of said hospital services and have such training, experience, licensure, and supervision provided by Rule pursuant to state and federal law and the Adjunct Professional Personnel Policy contained in the Policy Manual. Hospital APP shall not be eligible to provide clinical services for which members are ordinarily privileged.
Specialties of Hospital APP. The permissible specialties of Hospital APP and the patient care functions which may be performed by each specialty of Hospital APP shall be as agreed by the Hospital, the Medical Executive Committee and the applicable Departments and Divisions.
Applications. Applications by individuals for Hospital APP status need not be reviewed or approved by the Medical Staff. The Hospital APP is not granted privileges by the Medical Staff and no additional hearing or review rights under these Bylaws shall apply.
Hospital Responsibility. Hospital APPs act as agents of the Hospital and the Hospital shall assume full responsibility and be fully accountable for the conduct of Hospital APPs within the Hospital. It is also the responsibility of the Hospital to acquaint said individual with any applicable policies, rules and regulations.
Obligations. Hospital APPs shall participate in medical performances improvement activities as may be required by the Medical Executive Committee.

Section 7. Removal Procedures and Status. The Hospital may, upon recommendation of the Medical Executive Committee, suspend or terminate any or all of the privileges or functions of any APP, without recourse on the part of the APP or others to the review or hearing and appeal process of these Bylaws, except as provided in subparagraphs 7(A), 7(B) and 7(C) below.

Independent APP. Independent APP's are subject to Summary Suspension (Article X), Administrative Suspension (Article XI), Corrective Action (Article XII), Fair Hearing (Article XIV) and Informal Proceedings (Article XV) as would any physician Member.
Dependent APP. The Dependent APP's are not granted privileges by the Medical Staff and only serve to extend the existing privileges of their employer, sponsor, or collaborative physician Member. The employer, sponsor, or collaborative physician Member of a Dependent APP may terminate the relationship with the Dependent APP without involvement of the Hospital or Medical Staff. The Dependent APP shall have no additional rights to hearing or review under these Bylaws. After Informal Proceedings as provided for in Article XV, the Hospital may terminate the status of a Dependent APP.� Except for automatic termination as provided for in Section 5 of this Article III, said termination shall be considered a corrective action against the employer, sponsor, or collaborative physician Member.
Hospital APP. The Hospital may at its sole discretion solicit the recommendation of the Medical Executive Committee or the President in the case of a summary suspension before it restricts, suspends or terminates a Hospital APP.� Hospital APP are not granted privileges by the Medical Staff and shall have no additional rights to hearing or review under these Bylaws, such rights, if any, exclusively arising under the Hospital's employment manual or policies and any contract the Hospital APP may have with the Hospital.

ARTICLE IV

APPOINTMENT TO THE MEDICAL STAFF

Section 1. General Principles for Appointment or Reappointment.

Qualifications. Appointment and reappointment to the Medical Staff is a privilege which shall be extended only to professionally competent individuals who continuously meet the qualifications, standards and requirements set forth in these Bylaws. All individuals providing Clinical Services in the Hospital, unless excepted by specific provisions of these Bylaws, must first have been appointed to the Medical Staff.
Confidentiality. All processes described in this Article shall be subject to the confidentiality and peer review provisions set forth in Article XV Sections 2 and 3 of these Bylaws.
Economic Criteria. Except for membership or privileges exercised exclusively under a contract or employment relationship with the Hospital, the denial, restriction or termination of Medical Staff Membership or Clinical Privileges based on economic criteria unrelated to clinical qualifications, professional competen�cy, or quality of care is prohib�ited; provided, however, that such prohibition shall not apply if the Medical Executive Committee recommends and the Board concurs, based upon an objective standard, that the Practitioner has demonstrated a consistent pattern of medically inappropriate utilization of Hospital services and facilities and has failed to appropriately modify his or her utilization pattern following reasonable notice.
Participation in Specific Programs. Except pursuant to a contract with the Hospital, Medical Staff Membership and Clinical Privileges shall not be conditioned on a Practitioner's participation or non-participa�tion in provider contracts with a third party payer or in any Hospital sponsored health care or managed care plans or programs.

Section 2. Specific Criteria for Appointment or Reappointment. Only Practitioners who satisfy each of the following threshold conditions shall be qualified for appointment or reappointment to the Medical Staff:

License. Are currently licensed to practice in Illinois;
Location. Are or will be located close enough to the Hospital, in accordance with the rules reasonably established and uniformly applied by the appropriate Department to provide timely care for their patients;
Insurance. Possess current, valid professional liability insurance coverage in such form and in amounts as specified in Section 5 of this Article IV;
Board Certification. Members who are granted initial membership on the Medical Staff any time after December 31, 1999 must satisfy the following professional certification criteria to qualify for appointment and/or reappointment.� The goal of this Certification requirement is to help insure that specialized privileges are exercised within the Hospital by Members with acceptable specialty training and education (post doctoral residency).� To that end, applicants for appointment or reappointment must either have board certification or have recently completed an accredited post doctoral residency that leads to board certification.� The scope of practice and body of knowledge represented by a Specialty Board Certificate shall be determined by the Board upon recommendation of the Medical Executive Committee, and shall reflect the Specialty Board's stated training and educational requirements for that Certificate and the highest standard of specialty care that is practical within the community.� Pursuant to Article VII Section 1, Applicants may request only those specialized privileges that are reflected by a Board Certificate that they have been issued or for which they have fulfilled the training and educational requirements.

Physicians are required to have a current valid and unexpired (or expired for less than three years) General Specialty and/or Subspecialty Certificate issued by one or more of the following Specialty Boards:

a Member Board of the American Board of Medical Specialties;
an Osteopathic Specialty Board approved by the American Osteopathic Association Bureau of Osteopathic Specialists;
the American Board of Oral and Maxillofacial Surgery;

or are required to have fulfilled within the five (5) years immediately prior to application for appointment or reappointment said Specialty Board's training and educational requirements for said Certificate, unless such time requirement is extended by the Board upon recommendation of the Medical Executive Committee for those applicants who practice in medical specialties where there are specific practice prerequisites for admissibility to board examination or such Certificate requirement is waived by the Board upon recommendation of the Medical Executive Committee after considering the specific competence, training, and experience of the individual in question.

Podiatrists are required to have a current valid and unexpired (or expired for less than three years) Certificate issued by the American Board of Podiatric Surgery, or are required to have fulfilled within the five (5) years immediately prior to application for appointment or reappointment said Specialty Board's training and educational requirements for said Certificate, unless such time requirement is extended by the Board upon recommendation of the Medical Executive Committee for those applicants who practice in medical specialties where there are specific practice prerequisites for admissibility to board examination or such Certificate requirement is waived by the Board upon recommendation of the Medical Executive Committee after considering the specific competence, training, and experience of the individual in question.
Dentists are encouraged to achieve nationwide certification but are required only to have a current valid and unexpired Dentist License issued by the Illinois Department of Financial and Professional Regulation.

Abilities. Can document and attest to their:

background, experience, training and demonstrated competence, and
professional conduct including their physical and mental health and emotional stability in accordance with the procedures provided in Article V Section 5, all as may relate to the Clinical Privileges and Medical Staff responsibilities requested;

Absence of Negative Information. For whom no reliable evidence has been discovered which would tend to indicate that they have not:

adhered to the ethics of their profession.
demonstrated their ability to work harmoniously with others sufficiently to convince the Medical Executive Committee and the Hospital that all patients treated by them at the Hospital will receive quality care and that the Hospital and the Medical Staff will be able to operate in an orderly manner.

Section 3. No Entitlement to Appointment or Reappointment. No individual shall be entitled to appointment or reappointment to the Medical Staff or to the exercise of particular Clinical Privileges in the Hospital merely by virtue of the fact that such individual:

Meets any of the criteria in Section 2 of this Article IV,
Is licensed to practice a profession in this or any other state,
Is a member of any particular professional organization,
Has had in the past, or currently has, medical staff appointment or privileges at any other hospital or health care facility,
Resides or practices in the geographic service area of the Hospital, or
Is a party to a contract with or is employed by another Member or the Hospital or Hospital Affiliate, or other business entity in which one of the foregoing has an ownership interest or contractual relationship.

Section 4. Non-Discrimination Policy. No individual shall be denied appointment or reappointment on the basis of race, creed, color, national origin, religion or gender.

Section 5. General Obligations Assumed by Members. As a condition of appointment, reappointment and the exercise of Clinical Privileges and Prerogatives, each Member shall assume such reasonable duties and responsibilities as may be agreed upon by the Medical Staff and the Board including, without limitation, the following specific obligations:

Continuity of Care. Each Member shall agree to provide appropriate continuous care and supervision to all patients within the Hospital for whom he or she has responsibility.
Committee Assignments and Administrative Duties. Each Member shall agree to accept committee assignments and such other reasonable duties and responsibilities as shall be assigned.
Compliance with Law.� Each member shall agree to comply with all applicable federal, state and local laws, rules and regulations.
Delegation of Responsibilities. Each Member shall agree to refrain from delegating responsibility for diagnoses or care of hospitalized patients to any individual who is not credentialed and privileged to undertake this responsibility or who is not adequately supervised.
Patient Disclosure. Each Member shall agree to refrain from deceiving patients as to the identity of an operating surgeon or any other individual providing treatment or services.
Consultation. Each Member shall agree to seek consultation whenever appropriate.
Debarment. Each Member shall agree to promptly notify the Chief Executive Officer, or a designee, and the President, of any change in eligibility for participation in Medicare or Medicaid, including any sanctions imposed by the federal Department of Health and Human Services.
Ethical Precepts. Each Member shall agree to abide by generally recognized ethical principles applicable to the Member's profession.
Bylaws Controlling. Each Member shall agree that these Bylaws contain the sole and exclusive rights and procedures for resolving conflict concerning these Bylaws between and among the Member, the Hospital or the Medical Staff (other than contractual conflicts) including, without limitation, an Adverse Decision or Adverse Action against a Member.
Monitoring and Evaluation Activities. Each Member shall agree to participate in the monitoring and evaluation activities of the Departments.
Validation Data. Each Member shall agree to provide, upon request, reasonable outside information or to use the Hospital and its facilities sufficiently to allow the Medical Executive Committee, through assessment by appropriate Medical Staff committees and Department Chiefs, to evaluate in a continuous manner, the current competence of the Member.
Duty to Update. Should any material information provided in the Member's application for appointment or reappointment change during the term of appointment, the Member shall provide within forty-five days information about such change to the Medical Executive Committee sufficient for the Medical Executive Committee's review and assessment.� Notice of professional licensure revocation, federal drug enforcement license revocation, Medicare and Medicaid sanctions, limitation or loss of hospital privileges, any lapse in professional liability coverage required by the Hospital, or conviction of a felony shall be provided within five business days of the Member’s notice.
Medical Records. Each Member shall agree to complete in a timely manner the medical and other required records for all patients as required by the Medical Staff Bylaws, Rules and Regulations, and applicable policies in the Policy Manual.
Continuing Medical Education. Each Member shall agree to participate in continuing education programs for the benefit of the Member and for the benefit of other professionals and Hospital personnel.
Congeniality. Members shall be expected to relate in a positive and professional manner to other health care professionals, and to cooperate and work collegially with the Medical Staff leadership and Hospital management and personnel so as to improve and promote, and not to adversely affect, patient care.
Dues. Each Member shall agree to pay to the Medical Staff all Medical Staff dues as may be assessed by the Medical Executive Committee from time to time. Medical Staff dues shall be assessed in a reasonable and equitable fashion and may be based upon Medical Staff category.
Malpractice Insurance.

Each Member and any individual granted Clinical Privileges or the right to provide services in the Hospital (collectively, “Provider”) shall maintain in force professional liability insurance in an amount not less than the minimum amount as may be determined by the Board of Directors after consultation with the Medical Executive Committee.
In the event a Provider procures insurance coverage which is not on an “occurrence basis,” the Provider shall at all times, including, without limitation, after the expiration or termination of the Provider’s membership for any reason, maintain insurance coverage for any professional liability directly or indirectly resulting from professional acts or omissions arising, in whole or in part, in connection with the Provider’s exercise of Prerogatives or otherwise related to his or her rendering of medical services to patients in the Hospital.� Such continuing coverage may be maintained by: (a) keeping the claims made policy in full force and effect, (b) procuring a subsequent policy which provides for a retroactive date of coverage equal to the date when the Provider first began providing services at Hospital, (c) procuring an extended reporting endorsement (tail) applicable to the entire period the Provider exercised Prerogatives, or, (d) such other method acceptable to Hospital.
Provider shall provide Hospital with a certificate of insurance issued by the insurance carrier or its agent evidencing that all insurance coverage or extended reporting endorsement (tail) required by the Bylaws are in effect. Provider shall provide Hospital ten (10) days prior written notice of cancellation, non-renewal or changes in levels of coverage of such insurance.
Provider shall fully indemnify and hold harmless Hospital from any and all liability, loss or damage, including costs of defense and/or settlements, which the Hospital may suffer as a result of claims, demands, costs or judgments against it arising from Provider’s failure to maintain professional liability insurance as required in this Subparagraph Q.

Section 6. Agreements and Acknowledgments by All Applicants. As a condition to consideration of a Practitioner's application, each applicant for Medical Staff appointment or reappointment shall specifically agree and covenant to the Medical Staff and Hospital as follows:

Abide by Bylaws. Each applicant shall agree to abide by these Bylaws as they are in force at the time of application in all matters relating to consideration of the application without regard to whether or not appointment to the Medical Staff and/or Clinical Privileges are granted;
Acknowledgment of Receipt of Bylaws and Other Policies. Each applicant shall acknowledge that he or she has received and had an opportunity to read a copy of the Bylaws of the Hospital, these Bylaws and the Rules and Regulations of the Medical Staff and the Policy Manual as are in force at the time of application and that he or she understands the rights, duties and procedures provided therein;
Duty to Update. Each applicant shall agree to provide to the Credentials Committee, with or without request, and, as it occurs while the application is being considered, new or updated information that is pertinent to any question on the application form (for purposes of this duty to update, "pertinent" shall mean information that is clearly relevant);
Personal Interviews. Each applicant shall agree to appear for personal interviews in regard to the application if requested;
Misrepresentations, Misstatements and Omissions. Each applicant shall acknowledge that he or she understands that any material misrepresentation or misstatement in, or omission from the application, whether intentional or not, may constitute grounds for immediate rejection of the application and denial of Medical Staff appointment and Clinical Privileges or, in the event that an appointment has been granted prior to the discovery of such material misrepresentation, misstatement or omission, such discovery may result in summary dismissal from the Medical Staff.
Release of Information. Each applicant shall agree on forms required by the Hospital to authorize the release of all information necessary for an evaluation of the individual's qualifications for initial appointment, reappointment, and/or Clinical Privileges;
Validation Data. Each applicant shall agree on forms required by the Hospital to provide sufficient outside information to allow the Medical Executive Committee and Hospital, through assessment by appropriate Medical Staff committees and Department Chiefs, to evaluate the current competence of the applicant;
Exclusive Remedy. Each applicant shall agree that the hearing and appeal procedures set forth in the Bylaws shall be the sole and exclusive remedy with respect to any Adverse Decision taken on the application;
Covenant Not to Sue. Each applicant shall agree not to sue the Hospital, its officers or directors, or the Medical Staff, or any individual Member or anyone acting in good faith and without malice by or on behalf of the Hospital and its Medical Staff for any matter relating to or arising out of an application for Medical Staff appointment or reappointment, or for Clinical Privileges, or relating to the evaluation of the applicant's qualifications on any matter related to appointment, reappointment or Clinical Privileges;
Immunity. Each applicant shall agree to extend immunity to the fullest extent allowed by law to the Hospital, the Medical Staff and all individuals acting in good faith and without malice by or for the Hospital and/or its Medical Staff for all matters relating to appointment, reappointment and Clinical Privileges or the individual's qualifications for the same.

Section 7. Burden of Providing Information.

Burden on Applicant. The applicant shall have the burden of producing information deemed adequate by the Hospital and Medical Executive Committee for a proper evaluation of competence, character, ethics and other qualifications, and for resolving any doubts about such qualifications.
Notice of Deficiencies. The Hospital shall advise the applicant of any deficiencies in the application and identify any additional issues which require supplementary information or documentation in order for the Medical Executive Committee and the Hospital to complete their consideration of applicant's application.
Verification. The applicant shall have the burden of providing evidence that all the statements made and information given on the application are true and correct.
Completion of Application. Until the applicant has provided all information requested by the Hospital or the Medical Staff, the application for appointment may be deemed incomplete and may not be processed.

Section 8. Authorization to Obtain or Disclose Information. The following statements, which shall be included on the application form and which form a part of these Bylaws, are express conditions to appointment and are applicable to all Medical Staff applicants, Members, and others having or seeking Clinical Privileges at the Hospital. By applying for appointment, reappointment or Clinical Privileges, the applicant or Member expressly accepts these conditions, whether or not appointment or Clinical Privileges are granted. This acceptance also applies during the time of any appointment or reappointment.

Immunity. To the fullest extent permitted by law, applicants and Member will release from any and all liability, and extend immunity to the Hospital and other Members participating in the application review process or performance improvement process, their authorized representatives and other participating or contributing third parties, with respect to any acts, communications or documents, recommendations or disclosures involving the applicant or Member and arising out of the following acts if made in good faith and without malice, whether the same occurred at this Hospital or any other health care facility:

applications for appointment or Clinical Privileges, including temporary Clinical Privileges;
evaluations concerning reappointment or changes in Clinical Privileges;
proceedings for suspension or reduction of Clinical Privileges or for revocation of Medical Staff appointment or any other disciplinary sanction;
summary suspension;
automatic suspension;
hearings and appellate reviews;
medical care evaluations;
utilization reviews;
other activities relating to the quality of patient care or professional conduct;
matters or inquiries concerning the applicant's or Member's professional qualifications, credentials, clinical competence, character, current mental or emotional stability, physical condition, ethics or behavior related to patient care, the exercise of Clinical Privileges or professional conduct; and/or
any other matter that might directly or indirectly relate to the applicant's or Member's competence, to patient care, or to the orderly operation of this or any other hospital or health care facility.

Authorization to Obtain Information. The applicant and Member shall specifically authorize the Hospital, Medical Staff and their authorized representatives to consult with any third party who may have information bearing on the individual's professional qualifications, credentials, clinical competence, character, mental or emotional stability, physical condition, ethics, behavior, or any other matter reasonably having a bearing on the applicant's or Member's satisfaction of the criteria for initial and continued appointment to the Medical Staff. This authorization shall further cover the right to inspect or obtain any and all communications, reports, records, statements, documents, recommendations or disclosures of said third parties that may be relevant to such questions. The applicant and Member shall also specifically authorize said third parties to release said information to the Hospital, Medical Staff and their authorized representatives upon request.
Authorization to Disclose Information. The applicant and Member shall specifically authorize the Hospital, Medical Staff and their authorized representatives to release such information to other hospitals, health care facilities and their agents, who solicit such information with the applicant's or Member's consent for the purpose of evaluating the applicant's or Member's professional qualifications pursuant to a request for appointment and/or Clinical Privileges.

Section 9. Standards for Deliberations on Applications. All actions on applications must be taken in the reasonable belief that the action was in furtherance of quality health care.

Section 10. Reapplication after Adverse Decision. A Practitioner seeking appointment or reappointment who has received a final Adverse Decision, a Practitioner who has had his/her appointment terminated by virtue of an Adverse Action, and a Member whose Clinical Privileges have been reduced or restricted shall not be eligible to reapply for Medical Staff membership or the denied or reduced Clinical Privileges, whichever is applicable, for a period of three (3) years from the date of the final Adverse Decision or Adverse Action unless the Board, based upon the recommendation by the Medical Executive Committee, provided for a longer period at the time the Adverse Decision was made or the Adverse Action taken. Any such reapplication shall be processed as an initial application, and the applicant shall submit such additional information as the Department, Credentials Committee, Medical Executive Committee or the Board may require to demonstrate that the basis for the earlier Adverse Decision no longer exists.

ARTICLE V

INITIAL APPLICATION

Section 1. Pre-Application Procedure for Initial Applicants.

Request for Application. All requests for initial applications for Medical Staff membership shall be in writing on a form prescribed by the Medical Executive Committee and approved by the Board of Directors (Request for Application). A Request for Application shall be submitted on the specified form. After review, if the Request for Application form deemed complete, the Chief Executive Officer shall determine whether or not an application for appointment shall be provided to the applicant in accordance with Subsection (B) of this Section 1.
Pre-Application Process.

All requests for initial application to the Medical Staff shall be forwarded to the Medical Staff Office and then given to the Chief Executive Officer for review.
Upon written request from a potential applicant, the Chief Executive Officer shall supply the Request for Application to be completed by the potential applicant.
The Request for Application Form shall, at a minimum, request information regarding the name, home address, office address, medical specialty of the potential applicant, medical school attended, year of graduation, post graduate training, board certification, if any. In addition, the form may request information regarding the extent that the Hospital may be utilized by the potential applicant, the reason for selecting the Hospital and the Elgin area as the site for his or her future practice, the current medical staff appointment or institutions in which the applicant holds appointment, copies of current licensure, curriculum vitae, DEA license, proof of professional liability insurance coverage and proof of post-graduate residency training, board certification and current health status.
In order to be provided an application for appointment, a potential applicant must meet the minimum requirements provided for in Article IV and not be subject to the "inability to accommodate" provision described in sub-paragraph v of this Subsection B.
The Chief Executive Officer or designee may advise a potential applicant desiring to make an application for appointment that the Department, specialty or category of privileges desired by the applicant has been closed by the Board of Directors, that those privileges are the subject of an exclusive contract or the Hospital cannot accommodate the privileges desired by the potential applicant because of lack of facilities or personnel. One or more of these reasons shall be known as the Hospital’s "inability to accommodate".
Potential applicants who meet the prerequisites described above and for whom there are no "inability to accommodate" concerns may be provided an Application for Appointment.
If the potential applicant fails to meet the prerequisites described above or any of the "inability to accommodate" provisions apply, the Chief Executive Officer may advise the potential applicant the Hospital will not provide an application to the individual. Such refusal should not give rise to any right of hearing or appeal under the Fair Hearing Plan.
The specific requisites under the Request for Application shall not be related to clinical competency issues. Clinical issues are to be addressed during the credentialing and privileging process by the appropriate medical staff committees.
Any material misstatement in or omission from the Request for Application constitutes cause for refusing to send an application for appointment, denial of appointment or summary dismissal from the medical staff.

Section 2. Application for Initial Appointment and Clinical Privileges.

Applications. Applications for initial appointment to the Medical Staff shall be in writing and shall be submitted on forms approved by the Board upon recommendation of the Medical Executive Committee. These forms shall be obtained from the office of the Chief Executive Officer or a designee after the individual has successfully completed the pre-application process.
Required Information. The application shall contain a request for specific Clinical Privileges desired by the applicant and shall require detailed information concerning the applicant's professional qualifications including:

the names and complete addresses of at least three (3) Practitioners, as appropriate, who have had extensive and recent experience in observing and working with the applicant and who can provide adequate information pertaining to the applicant's present professional competence and character. These references may not be from individuals associated or about to be associated with the applicant in professional practice or personally related to the applicant. At least two (2) reference shall be from the same specialty area as the applicant;
the names and complete addresses of the Chiefs or chairpersons of each Department of any and all hospitals or other institutions at which the applicant has worked or trained. If the number of hospitals the applicant has worked in is great or if a number of years have passed since the applicant worked at a particular hospital, that may be taken into consideration in the appointment process;
information as to whether the applicant's medical staff appointment or Clinical Privileges have ever been surrendered voluntarily while his or her professional competence or conduct is under investigation or have otherwise been involuntarily withdrawn, denied, revoked, suspended, subjected to probationary or other conditions, reduced or not renewed at any other hospital or health care facility;
information as to whether the applicant has ever withdrawn his/her application for appointment, reappointment or Clinical Privileges, or resigned from a medical staff before final decision by a hospital's or health care facility's governing board;
information as to whether the applicant's license to practice any profession in any state, or Drug Enforcement Administration license is or has ever been relinquished voluntarily, suspended, modified, terminated, restricted or is currently being challenged. (The submitted application shall include a list or copy of all the applicant's current licenses to practice, as well as copies of Drug Enforcement Administration license, medical, dental or podiatric school diploma, and certificates from all post graduate training programs completed);
information regarding denial, revocation, suspension or probation of membership or fellowship in local, state or national professional organizations, specialty board classification or faculty membership at any medical or other professional school;
information as to whether the applicant has currently in force professional liability insurance coverage, the name of the insurance company and the amount and classification of such coverage, and whether said insurance coverage covers the Clinical Privileges the applicant or Member seeks to exercise at the Hospital;
a consent to the release of information from the applicant's present and past professional liability insurance carriers;
information concerning any litigation against the applicant concerning his or her professional competence, ethics, or actions, specifically setting forth the following information concerning pending claims, final judgments or settlements: (a) the substance of the allegations, (b) the findings, (c) the ultimate disposition, and (d) any additional information concerning such proceedings or actions as the applicant may choose to include or the Department, Credentials Committee, Medical Executive Committee or the Board may deem appropriate and request;
information concerning any professional misconduct proceedings and any malpractice actions involving the applicant in Illinois or any other state, whether such proceedings are closed or still pending;
information concerning the suspension or termination for any period of time of the applicant's right or privilege to participate in Medicare, Medicaid, any other government sponsored program, and information as to whether there are any investigations or actions pending which could result in such suspension or termination of such rights and privileges;
information as to whether the applicant has ever settled with the court, pled nolo contendere, pled guilty, or was convicted of a felony or criminal offense involving moral turpitude or immoral conduct, with details about such instance;
a complete chronological listing of the applicant's professional and educational appointments, employment and positions;
information on the citizenship and/or visa status of the applicant;
two(2) good quality three inch by five inch (3x5) photographs framing the uncovered face, head and neck of the applicant suitable for state or federal photo-identification.
the applicant's signature; and
such other information related to eligibility criteria for the Medical Staff Category and Clinical Privileges requested as the Department, Credentials Committee, Medical Executive Committee or Board may require.

Evaluation of Malpractice Claims. The history of malpractice verdicts and the settlement of malpractice claims, as well as pending claims, will be evaluated as a criterion for appointment, reappointment and the granting of Clinical Privileges. However, the mere presence of verdicts, settlements or claims shall not, in and of themselves, be sufficient to deny appointment or granting of particular Clinical Privileges. The evaluation shall consider the extent to which verdicts, settlements or claims evidence a pattern of care that raises questions concerning the individual's clinical competence, and whether a particular verdict, settlement or claim in and of itself, represents such deviation from standard medical practice as to raise overall questions regarding the applicant's clinical competence, skill in particular clinical service, or general behavior.

Section 3. Application Procedure for Initial Applicants.

Collection of Information. The application for Medical Staff appointment shall be submitted by the applicant to the Chief Executive Officer or a designee. It must be accompanied by payment of such processing fees as shall be determined from time to time by the Hospital or the Medical Executive Committee. A request for information regarding the applicant shall be submitted to the National Practitioner Data Bank as well as the Illinois Department of Financial and Professional Regulation. The Hospital may also request information regarding any debarment or other sanction relating to Medicare, Medicaid or other government program imposed against the applicant by the Department of Health and Human Services. After reviewing the application to determine that all questions have been answered, and after reviewing all references and other information or materials deemed pertinent, and after verifying the information provided in the application with the primary sources, the Medical Staff Office shall transmit the complete application and all supporting materials to the Credentials Committee. Falsification, withholding or omission of material information may be grounds for disciplinary action, including revocation of Clinical Privileges and Medical Staff membership.
Completion of Application. An application shall be deemed to be complete when all questions on the application form have been answered, all supporting documentation has been supplied and all information verified. An application shall become incomplete if the need arises anytime during the evaluation for new, additional or clarifying information which is relevant and material to consideration of the application. Any application that continues to be incomplete ninety (90) days after the applicant has been notified of the additional information required shall be deemed to be withdrawn. It is the responsibility of the applicant to provide a complete application, including adequate responses from references. An incomplete application may not be processed.
Publication. The Chief Executive Officer or a designee shall post or circulate the name and photograph of the applicant so that each Member may have an opportunity to submit to the Credentials Committee, in writing, information bearing on the applicant's qualifications for Medical Staff appointment or Clinical Privileges. In addition, any current Member shall have the right to appear in person before the Credentials Committee or the applicable Departmental body to discuss in private and in confidence any concerns the Member may have about the applicant.

Section 4. Credentials Committee Review.

Initiation. Upon receipt of the application, the Credentials Committee and the applicable Department shall, as soon as practical, undertake its review.
Function. The applicable Department is to formulate a recommendation for the Credentials Committee as to whether to grant or deny the applicant's privilege requests. The Credentials Committees is to formulate a recommendation for the Medical Executive Committee as to whether to grant or deny the application.
Investigation. The Credentials Committee may request, and the applicant shall provide, further information or documentation considered relevant and material by the Credentials Committee to assess the background and the qualifications of the applicant.� All initial applicants must attend an in-person interview and present two forms of identification including a State or Federal photo-identification (such as a driver's license or a passport) satisfactory to the Hospital Administration. The interview and discussion of any aspect of the applicant's application, qualifications, or requested Clinical Privileges shall be conducted by the Credentials Committee and may be attended by the Department Chief and his designees or may be conducted by the Department at the discretion of the Credentials Committee.
Outside Advisors. The Credentials Committee may use the expertise of the Department Chief, or any member of the Department, or an outside consultant if additional information is required to properly evaluate the applicant's qualifications.
Criteria Considered. The Credentials Committee shall examine evidence of the applicant's character, professional competence, qualifications, prior behavior and ethical standing and shall determine, through information contained in references given by the applicant and from other sources available to the committee, whether the applicant has satisfied all of the necessary qualifications for appointment and for the Clinical Privileges requested. The Credentials Committee may take into consideration any and all information coming to its attention in arriving at its determination.� The Credentials Committee shall consider any eligibility criteria established or required by the Department and the recommendation of the Department to determine whether the applicant is eligible to apply for and qualified to perform the requested Clinical Privileges with sound judgment and technical skill. The Credentials Committee may not consider privilege requests for which the applicant is ineligible.
Findings and Report. After completion of its review, the Credentials Committee shall submit the recommendation of the Department as well as its own findings as to whether or not the applicant meets the qualifications and standards of eligibility for membership on the Medical Staff and granting of requested Clinical Privileges, as well as any conditions and limitations thereon, to the Medical Executive Committee for its consideration. The report shall be in writing and shall state the specific reasons for the findings and recommendations. Any dissenting views shall also be reduced to writing, be supported by specific reasons, and be attached to the majority report. No adverse finding or recommendation by the Credentials Committee or Department shall in or of itself give rise to any other rights to hearing or appeal set forth in these Bylaws.
Time Frame. If the recommendation of the Credentials Committee is delayed longer than sixty (60) days, the Chairman of the Credentials Committee shall send a letter to the applicant, with a copy to the Medical Executive Committee and Chief Executive Officer, explaining the reasons for the delay.

Section 5. Consideration of Health Status.

Health and Physical Information Questionnaire. If the Credentials Committee's recommendation is to grant Medical Staff membership and Clinical Privileges, before that recommendation is sent to the Medical Executive Committee, the applicant shall complete a health and physical information questionnaire. The form shall be as approved by the Medical Staff and shall be furnished to the applicant by the President or a designee.
Review of Health and Physical Information Questionnaire. The Credentials Committee shall review the completed health and physical information questionnaire and conduct its own investigation if needed to determine if the applicant has any physical or mental condition which would interfere with or impede the safe and competent exercise of requested Clinical Privileges. If, in the opinion of the Credentials Committee, the applicant has such condition, the Credentials Committee together with the Hospital shall consider whether accommodation to the condition is reasonable or possible so as to allow the applicant to safely and competently exercise the requested Clinical Privileges.
Report on Health and Physical Information Questionnaire. The Credentials Committee shall report its findings to the Medical Executive Committee, which report shall include, if appropriate, recommendations as to possible accommodations and as to the terms and conditions under which the applicant may safely and competently exercise the requested Clinical Privileges. No otherwise qualified applicant shall be denied Staff Membership or Clinical Privileges based upon a disability, as defined by law, unless the applicant cannot safely and competently exercise the requested Clinical Privileges after reasonable accommodation.

Section 6. Medical Executive Committee Decision.

Consideration of Reports. At its next regular meeting after receipt of the written findings and recommendation of the Credentials Committee, the Medical Executive Committee shall:

Make its decision in the matter, which shall be forwarded to the Board along with the recommendations and reports of all other committees involved; or
Refer the matter back to the Credentials Committee and/or Department for further consideration and preparation of responses to specific questions raised by the Medical Executive Committee prior to its final recommendation.

Adverse Finding. No adverse finding or recommendation by the Medical Executive Committee shall in or of itself give rise to any rights to a hearing or appeal set forth in these Bylaws until after the Board has acted on the Application.

Section 7. Board of Directors Decision.

Board Consideration of Medical Executive Committee Recommendation. At its next regular meeting after receipt of the written findings and recommendation of the Medical Executive Committee, the Board shall:

Make its decision in the matter; or
Refer the matter back to the Medical Executive Committee for further consideration and preparation of responses to specific questions raised by the Board prior to its final decision.

Board Confirmation of Medical Executive Committee Favorable Recommendation.� If the Board agrees with the Medical Executive Committee's favorable recommendation notice of the decision shall be given to the applicant and to the Medical Executive Committee.
Board Disagreement with Medical Executive Committee Favorable Recommendation.� If the Board rejects a favorable recommendation of the Medical Executive Committee and refuses to appoint, it shall provide written notice to the applicant by certified mail, return receipt requested, explaining All Reasons for its Adverse Decision. The notice shall also advise of the right to request a hearing before the Joint Conference Committee pursuant to Article XIII of these Bylaws.� If the applicant does not request a hearing before the Joint Conference Committee in a timely fashion, the Medical Executive Committee shall have the right to request the matter be reviewed by the Joint Conference Committee in a timely fashion providing a recommendation to the Board who shall then make a final decision.
Board Disagreement with Medical Executive Committee Adverse Decision. If the Board rejects an Adverse Decision of the Medical Executive Committee and decides to appoint, the matter shall be referred to the Joint Conference Committee for recommendation.
Board Confirmation of Medical Executive Committee Adverse Decision. If the Medical Executive Committee and Board agree upon an Adverse Decision, the Chief Executive Officer shall promptly notify the applicant in writing by certified mail, return receipt requested, of the Adverse Decision. The notice shall specify all reasons for the Adverse Decision and advise of the right to request a Fair Hearing pursuant to Article XIV of these Bylaws.

Section 8. Provisional Status.

Mandatory Imposition. All initial appointments to the Medical Staff, regardless of the category to which the appointment is made, and all Clinical Privileges granted the initial appointee shall be provisional for a period of twelve (12) months from the date of the appointment unless otherwise extended by the Board of Directors pursuant to a recommendation of the Medical Executive Committee and applicable Department. No provisional appointment shall be extended longer than twenty-four (24) months.
Evaluation. During this provisional period the provisional appointee shall be evaluated by the Department Chiefs of the Departments in which he or she has Clinical Privileges, and by the relevant committees of the Medical Staff and the Hospital as to the individual's clinical competence, general behavior and conduct in the Hospital.
Criteria for Evaluation. Continued appointment and/or Clinical Privileges after the provisional period shall be conditioned on an evaluation of the factors set forth in Article VI Section 2.
Modification. Provisional Clinical Privileges may be modified to reflect clinical competence at the end of the provisional period or sooner if warranted.

Section 9. Demonstration of Competence.

Effect of Provisional Status. During the provisional period, a provisional appointee must continually demonstrate that he or she possesses all of the qualifications for the Medical Staff category and Clinical Privileges granted, may exercise only the Prerogatives of appointees in the appointed Medical Staff category, and must fulfill all of the obligations attendant to his or her Medical Staff category.
Supervision. Each provisional appointee must arrange, or cooperate in the arrangement of, the required number and types of cases to be reviewed by the Department, as required by the respective Departments in which they exercise Clinical Privileges.

Section 10. Ineligibility for Continued Medical Staff Membership.

Grounds for a Finding of Ineligibility. Failure of the provisional appointee to admit, treat or attend to a sufficient number of patients during the provisional period to permit observation and assessment of his or her skills, or failure of the provisional appointee to fulfill all requirements of appointment relating to meeting attendance, completion of medical records, and/or cooperation with monitoring conditions as outlined in the Bylaws or Medical Staff Rules, may render the provisional appointee ineligible for continued appointment and Clinical Privileges or may be grounds for extending the provisional period for another twelve (12) months at the discretion of the Board upon recommendation of the Medical Executive Committee, unless the failure to meet such requirements is based upon good cause.
Expiration of Medical Staff Membership. In the absence of good cause, the appointment and all Clinical Privileges shall expire at the end of the provisional period. After one (1) year of the date the provisional Clinical Privileges expire, the individual may be permitted to reapply for initial appointment in accordance with these Bylaws.
Notice of Ineligibility. A Member who has been rendered ineligible for continued appointment and Clinical Privileges shall be given written notice thereof which notice shall include a statement of the ineligible provisional appointee's hearing and appeal rights under Article XIV, the Fair Hearing Plan, of these Bylaws. Such notice shall contain an explanation of all reasons for any Adverse Decision.
Suspension of Clinical Privileges During Fair Hearing. A provisional appointee who has been rendered ineligible may not exercise Medical Staff Prerogatives or Clinical Privileges during the pendency of a hearing under the Fair Hearing Plan.

Section 11. Time Requirements for Promotion. The time requirements stated in the Bylaws for promotion from Associate to Associate Attending to Attending Staff may be extended as to specific applicants by the Board upon recommendation of the Medical Executive Committee.

ARTICLE VI

REAPPOINTMENT

Section 1. Application.

Frequency. Reappointment beyond the initial appointment period will be done every two (2) years.
Notice of Expiration of Appointment. On or before six (6) months prior to the date of expiration of a Member's appointment, the Department Chief shall notify the Member in writing of the date of expiration and shall provide the Member with a reappointment form. Unless submitted, a Member of the Medical Staff shall be sent a certified letter approximately ninety (90) days prior to the date of expiration of appointment notifying the Member of the requirement to submit an application for reappointment. Failure to submit an application for reappointment within thirty (30) days of the date of expiration of a Member's appointment will result in the automatic voluntary expiration of the Member's appointment and Clinical Privileges at the end of the Member’s current appointment.
Required Information. The Member shall furnish in writing:

Complete information to update his file on relevant items in the reappointment form approved by the Medical Executive Committee. With this information, the Member shall include payment of the reapplication fee. The requirement for the payment of a reapplication fee shall not apply to Part-Time Hospital-Based Members or Members with twenty (20) years of consecutive Membership who have reached the age of sixty five (65) years.
Evidence confirming the settlement of any monetary fines levied upon the Member pursuant to provisions of these Bylaws, its subordinate Policy Manual, or applicable Rules and Regulations approved by the Medical Executive Committee.
Evidence confirming the good standing of the Member's license to practice in Illinois and Drug Enforcement Administration registration.
A specific request for the Clinical Privileges sought on reappointment, with any basis for changes.
Any requests for changes in Staff category or Department assignments.
Evidence of current professional liability insurance coverage, consistent with the requirements provided in Article IV Section 5.
Information regarding any pending or completed Drug Enforcement Administration action or National Practitioner Data Bank reports or any pending or completed action involving denial, revocation, suspension, reduction, probation or non-renewal of any of the following: a) licensure or certification to practice any profession in any state or country; b) membership or fellowship in local, state or national professional organizations; c) faculty membership at any medical or other professional school; or d) specialty or sub-specialty board certification/eligibility.
Information regarding voluntary surrender while under investigation or involuntary termination of professional licensure, Drug Enforcement Agency controlled substance license or medical staff membership or voluntary surrender while under investigation or involuntary limitation, reduction or loss of Clinical Privileges at another hospital.
Disclosure of pending or final outcome of malpractice claims or professional liability actions, if any.
Information as to whether the applicant has ever settled with the court, pled nolo contendere, pled guilty, or was convicted of a felony or criminal offense involving moral turpitude or immoral conduct, with details about such instance.

Outside Sources. The Hospital shall contact the National Practitioner Data Bank and the Illinois Department of Financial and Professional Regulation for information on the applicant and may contact other entities for pertinent information including the Department of Health and Human Services to determine the existence of any Medicare or Medicaid debarment proceedings or any other actions which may have been taken against the applicant for reappointment.
Term of Reappointment. Reappointment, if granted, shall be for a period of not more than two (2) years, with reappointments staggered in a manner established by the Medical Staff Office.

Section 2. Factors to be Considered.

Eligibility. To be eligible to apply for renewal of Medical Staff Membership and Clinical Privileges an individual must demonstrate sufficient experience at this Hospital or at other health care facilities to enable the Department Chief to assess the applicant's clinical competence.
Criteria. Reappointment of an individual currently appointed to the Medical Staff shall be based upon such Member's:

completed reappointment application;
patient care at the Hospital during the previous appointment term. In the event the Department, the Department through its Chief, or the Committees involved in the reappointment process determine that it would be beneficial to consider activity and data from other hospitals, the Member shall be advised and asked to obtain such information.� The various groups involved in the reappointment process may consider similar data and activities from other hospitals that are considered for Members at this Hospital.� It is the practitioner’s responsibility to cooperate in securing any information requested from other hospitals in order to process the application for reappointment.
ethical behavior, clinical competence and clinical judgment in the treatment of patients;
attendance at Medical Staff, Departmental and committee meetings, and participation in Medical Staff duties;
compliance with these Bylaws, the Policy Manual, the Rules and Regulations of the Medical Staff, and the policies of the Hospital including but not limited to medical record delinquency and meeting attendance policies;
behavior at the Hospital, including cooperation with Medical Staff and Hospital personnel as it relates to patient care and the orderly operation of the Hospital;
current physical, mental and emotional health status as they relate to the Member's ability to safely perform, with reasonable accommodation, the Clinical Privileges requested and the Member's Medical Staff responsibilities to be undertaken if the application is granted;
satisfactory completion of such continuing education requirements as may be imposed by law, the Medical Executive Committee or applicable accreditation agencies;
current professional liability insurance status and pending malpractice claims, lawsuits, judgments or settlements;
current licensure, including currently pending challenges to any medical or professional license or registration;
voluntary surrender while under investigation or involuntary termination of medical staff appointment or voluntary or involuntary limitation, reduction, or loss of Clinical Privileges at another hospital; and
relevant findings from the Medical Staffs performance improvement activities;

Section 3. Department Chief Verification of Information.

Verification. The Department Chief, through the Medical Staff Office, shall verify the information provided for above and shall notify the Member of any informational inadequacies or verification problems.
Providing Verification. The reapplying Member shall have sixty (60) days from receipt of notice from the Medical Staff Office to respond to inadequacies or verification problems. The reapplying Member has the burden of producing reasonable information and resolving any reasonable doubts about the data submitted with the application.
Failure to Verify. Failure, without good cause, to so furnish any of the required information which is requested in good faith may be deemed a voluntary non-renewal of Membership from the Medical Staff and may result in automatic expiration of membership at the end of the Member's current term. Falsification or omission of material information may be grounds for disciplinary action including revocation of Clinical Privileges and Medical Staff membership.

Section 4. Department Chief Collection of Information from Internal Sources. The Department Chief utilizing the resources of the Medical Staff Office shall collect for each Member's credentials file all the relevant information regarding the individual's professional and collegial activities, performance and professional conduct in this Hospital. Such information includes, without limitation, information relating to the factors to be considered in Section 2 of this Article VI.

Section 5. Department Chief Presentation of Completed Application. When all material information has been verified and the Department Chief has reviewed and assembled all relevant information, he or she shall present the completed application and information to the Department for its review and recommendation.

Section 6. Departmental Review.

Initiation of Review. Upon receipt of an application deemed complete by the Department Chief, the Department in which the Member is seeking reappointment shall, as soon as practical, undertake its review of the application for reappointment. The Department may conduct its review through a Steering Committee.
Investigation. The Department or Steering Committee may request, and the Member shall provide, any further information or documentation considered relevant and material by the Department or Steering Committee to assess the qualifications of the Member. The Department or Steering Committee may, at its discretion, conduct its own interview of the Member and may take into consideration any and all information coming to its attention.
Report. Following its investigation and review, the Department or Steering Committee shall prepare a report setting forth its findings as to whether or not the Member meets the qualifications and standards for reappointment to the Medical Staff and its recommendations regarding admitting and Clinical Privileges, as well as any conditions and limitations thereon. The report shall be in writing, shall state the specific reasons for the findings and recommendations, and shall include a record of the votes cast. No adverse findings or recommendations by the Department or Steering Committee shall give rise to any rights to a hearing or appeal set forth in these Bylaws.
Department or Steering Committee Adverse Recommendation. If a Department’s or Steering Committee’s recommendations are adverse to the Member, a quorum must be present and votes recorded. Any dissenting views shall be reduced to writing, be supported by specific reasons, and be attached to the majority report.� The Department or Steering Committee report will be forwarded to the Medical Executive Committee for its recommendation.� No adverse findings or recommendations by the Department or Steering Committee shall give rise to any rights to a hearing or appeal set forth in these Bylaws.
Department or Steering Committee Positive Recommendation. If the Department’s or Steering Committee’s report is positive the Department’s or Steering Committee's report shall be forwarded to the Medical Executive Committee for action.
Confidentiality of Steering Committee Report. If the Department has conducted its review through a Steering Committee, no action or recommendation of any Departmental Steering Committee in connection with evaluating the professional performance or any other acts by a Member that may have an adverse effect upon the Member's Medical Staff appointment or Clinical Privileges may be discussed in a Department meeting unless so requested by the involved Member. In such case, attendance at the Department meeting shall be limited to Department members.

Section 7. Medical Executive Committee Review.

Consideration of Reports. At its next regular meeting after receipt of the findings and recommendations of the applicable Departments, the Medical Executive Committee shall:

Make its decision in the matter which shall be forwarded to the Board along with the recommendations and reports of all other committees and Departments involved; or
Refer the matter back to the Department for further consideration and preparation of responses to specific questions raised by the Medical Executive Committee prior to its final recommendation.

Adverse Finding. No adverse findings or decisions by the Medical Executive Committee shall give rise to any rights to a hearing or appeal set forth in these Bylaws until acted upon by the Board.

Section 8. Board Action.

Time Frame for Decision. At its next regular meeting after receipt of the decision of the Medical Executive Committee, the Board shall make its decision.
Contrary Board Decision. If the Board votes to grant reappointment and Clinical Privileges contrary to an Adverse Decision by the Medical Executive Committee, the Medical Executive Committee shall have the right to request that the Joint Conference Committee make a recommendation to the Board prior to the Board rendering its final decision. If that right is not exercised within thirty (30) days of notice of the Board's decision, the action of the Board shall be final. If the Board makes an Adverse Decision contrary to the Medical Executive Committee's positive recommendation, it shall provide written notice to the Member by certified mail, return receipt requested, specifying All Reasons for its decision. The notice shall also advise of the right to request a hearing before the Joint Conference Committee pursuant to Article XIII of these Bylaws.
Concurrence by the Board. If the Board agrees with the Medical Executive Committee’s recommendation to grant the Medical Staff membership and Clinical Privileges requested, the membership and Clinical Privileges granted will be effective upon notice of the same by the Chief Executive Officer to the applicant. If the Board and the Medical Executive Committee agree on an Adverse Decision, the applicant will have the right to a Fair Hearing as provided in Article XIV of these Bylaws before the Adverse Decision becomes final.
Notice. The Board through the Chief Executive Officer shall notify the Member of the decision of the Board. If the Board agrees with the Medical Executive Committee’s recommendation for an Adverse Decision, the affected Member shall be promptly given written notice of the Adverse Decision, which notice shall explain All Reasons for the Adverse Decision.
Fair Hearing Rights. The rights under the Fair Hearing Plan do not become effective unless the Board makes an Adverse Decision with respect to reappointment or Clinical Privileges requested.

Section 9. Time Periods for Processing. Processing of a timely and complete application including Board action shall be completed by the appointment expiration date.

ARTICLE VII

CLINICAL PRIVILEGES

Section 1. General.

Privileges Distinct. Medical Staff appointment or reappointment as such shall not confer any Clinical Privileges or right to admit or practice at the Hospital. Each individual who has been appointed to the Medical Staff shall be entitled to exercise only those Clinical Privileges specifically granted by the Board after recommendation by the Medical Executive Committee.
Provisional Status. All grants of initial, increased or reinstated Clinical Privileges for new Members and existing Members shall be provisional for an initial period of twelve (12) months. During the provisional period, the individual shall be evaluated by the Department Chief of the Departments in which the individual has Clinical Privileges and by the relevant committees of the Medical Staff and the Hospital as to the individual's clinical competence, general behavior and conduct in the Hospital in reference to the provisional Clinical Privileges. Continuance of Privileges after the provisional period shall be conditioned on an evaluation of the factors set forth in Article VI Section 2 of these Bylaws. Provisional Clinical Privileges shall be adjusted to reflect clinical competence at the end of the provisional period, or sooner if warranted.
Duties. The granting of Clinical Privileges shall carry with it acceptance of the obligations accompanying such privileges as established by the Medical Executive Committee and the Board, including emergency service and other rotational obligations established to fulfill the Hospital's responsibilities under the Emergency Medical Treatment and Active Labor Act and/or other applicable requirements or standards.
Criteria for Granting Clinical Privileges. The Clinical Privileges recommended to the Board shall be based upon consideration of the following:

the individual's education, training, experience, current competence and judgment, references, and health status, after reasonable accommodation, as it may relate to Clinical Privileges requested and Medical Staff responsibilities;
the scope of practice and body of knowledge represented by the Board Certificate(s) the Applicant cites to satisfy the Certification Requirement specified in Article IV Section 2;
the individual's ability to meet all current criteria for the requested Clinical Privileges;
professional liability insurance coverage in accordance with these Bylaws;
the Hospital's available resources and personnel;
any information concerning professional review actions at another hospital including, without limitation, involuntary termination of medical staff appointment, voluntary surrender of medical staff appointment while under investigation, or the relinquishment, limitation, reduction, or loss of Clinical Privileges if imposed involuntarily, or voluntarily while under investigation, for quality of care issues; and
other relevant information, including a written report and findings by the Department Chief of each of the Departments in which such Clinical Privileges are sought.

Burden. The individual shall have the burden of establishing his or her qualifications for and competence to exercise the Clinical Privileges requested.

Section 2. Clinical Privileges for Non-Physician Practitioners.

Scope. The scope and extent of surgical procedures that a non-Physician Practitioner may perform in the Hospital shall be delineated and recommended in the same manner as other Clinical Privileges.
General Supervision. Surgical procedures performed by a non-Physician Practitioner shall be under the overall supervision of the Chief of the Department of Surgery.
Patient Care Supervision. A medical history and physical examination of the patient shall be made and recorded by a Physician Member of the Medical Staff before treatment, and a designated Physician Member shall be responsible for the medical care of the patient throughout the period of hospitalization.
Responsibilities. The non-Physician Practitioner shall be responsible for his or her specialty care of the patient, including the specialty specific history and physical examination as well as all appropriate elements of the patient's record.
Powers. Non-Physician Practitioners may write orders within the scope of their license and in compliance with the Medical Staff Rules and Regulations, Hospital policies and these Medical Staff Bylaws.

Section 3. Voluntary Relinquishment of Clinical Privileges.

Procedure. A Member who desires to voluntarily relinquish any of the Clinical Privileges granted at any time during the appointment period may submit a written request to the President specifying the clinical privilege(s) to be relinquished.
Effective Date. A Member's request to relinquish Clinical Privileges shall not be effective until the Member has made adequate provision for the continued care of his or her hospitalized patients. Said relinquishment shall also not be effective if the Member is the subject of an investigation under the corrective action process of Article XII of these Bylaws. If such an investigation is pending, the President shall promptly provide the Member with written notice of the same, and the Member's relinquishment of Clinical Privileges shall be held in abeyance until the conclusion of the investigation or final Adverse Action or the Member's written election to relinquish his or her Clinical Privileges immediately despite the pending investigation. A Member shall not be required to exercise such Clinical Privileges while an investigation and/or Fair Hearing are pending. The attempt to relinquish Clinical Privileges shall not be deemed to waive any rights under the Fair Hearing provisions of Article XIV.
Reconsideration. Once a Member has voluntarily relinquished any Clinical Privileges, such Clinical Privileges may be restored only through the application process for Clinical Privileges provided for in Article V.
Exclusion. The procedure set forth in this Section shall not apply to situations where the Member has voluntarily relinquished Clinical Privileges pursuant to other provisions of these Medical Staff Bylaws, Rules and Regulations, or Policy Manual.

Section 4. Temporary Clinical Privileges for Initial Applicants. After a favorable recommendation by the Credentials Committee, Medical Executive Committee and Chief Executive Officer, which shall include verification of licensure, Drug Enforcement Agency certification, competence, character, ethical standing and professional liability coverage, an initial applicant for Medical Staff membership and Members who are applying for expanded Clinical Privileges may be granted temporary Clinical Privileges pending final action by the Board. Temporary Clinical Privileges shall not be for more than 120 days.

Section 5. Temporary Clinical Privileges for Non-Applicants. Upon the written concurrence of the Chief of the Clinical Department where the Clinical Privileges will be exercised, the President and the Chief Executive Officer may grant temporary Clinical Privileges for:

Care of Specific Patients. Upon receipt of a written request for specific temporary Clinical Privileges, an appropriately licensed practitioner who is not an applicant for membership may be granted temporary Clinical Privileges for the care of one or more specific patients, and shall be restricted to not more than four (4) instances in any twelve (12) month period. Such privileges shall be granted and exercised in accordance with the conditions specified in Section 5 of this Article VII.
Locum Tenens. Upon receipt of a written request for specific temporary privileges, an appropriately licensed Practitioner of documented competence may serve in locum tenens for a Member without applying for membership on the Medical Staff and may be granted temporary Clinical Privileges for an initial period of thirty (30) days, providing all of his credentials have first been approved by the Department Chief, President, and the Chief Executive Officer. Such privileges shall be limited to treatment of the patients of the Member for whom he is serving in locum tenens, and shall be exercised in accordance with the conditions specified in Section 5 of this Article VII. Locum tenens Clinical Privileges will only be available when there is no substitute available on the Medical Staff.
Isolated Privileges for Purposes of Unadvised Transfer. The medical director or designee of a health insurer wishing to transfer an insured patient to another health care facility, if a licensed physician, may be granted temporary Isolated Privileges for the sole purpose of ordering the transfer once he or she has assumed complete responsibility for the medical care of said patient.

Section 6. Conditions on the Exercise of Temporary Clinical Privileges. Special requirements of supervision and reporting may be imposed by the Department Chief concerned on any individual granted temporary Clinical Privileges. Temporary privileges shall be immediately terminated by the Chief Executive Officer or a designee upon notice of any failure by the individual to comply with such special conditions.

Section 7. Termination of Temporary Clinical Privileges.

Withdrawal. The Chief Executive Officer may, at any time with the concurrence of the President, the Credentials Committee Chairman or the Department Chief responsible for the individual's supervision, withdraw temporary Clinical Privileges. Withdrawn temporary Clinical Privileges shall be terminated when the individual's inpatients are discharged from the Hospital.
Immediate Termination. Where it is determined that the care or safety of such patients would be endangered by continued treatment by the individual granted temporary privileges, a termination of temporary Clinical Privileges may be imposed by the Chief Executive Officer with the concurrence of the appropriate Department Chief or the President, and such termination shall be immediately effective. The appropriate Department Chief or the President shall assign responsibility for the care of such terminated Practitioner's patients to other willing Members who are acceptable to the patient until the patient is discharged from the Hospital.
Criteria. The granting of any temporary admitting and Clinical Privileges is a courtesy on the part of the Hospital and any or all may be terminated if a clinical question or concern has been raised.
Fair Hearing Rights. Neither the denial nor termination of such privileges shall entitle the individual concerned to any of the procedural rights provided in the Fair Hearing provisions of these Bylaws unless the denial or termination would result in a report to the National Practitioner Data Bank.
Automatic Termination and Modification. Temporary Clinical Privileges for applicants shall be automatically terminated at such time as the Department, Credentials Committee, Medical Executive Committee or Board of Directors recommends to not appoint the applicant to the Medical Staff. Similarly, temporary Clinical Privileges shall be automatically modified to conform with subsequent recommendations of appropriate committees.

Section 8. Emergency Clinical Privileges.

Definition. For the purpose of this section, an "emergency" is defined as the condition which could result in serious or permanent harm to a patient(s) and in which any delay in administering treatment would add to that harm or danger.
Granting. In an emergency, any Practitioner may be permitted by the President or the Chief Executive Officer to exercise necessary and appropriate Clinical Privileges regardless of that individual's Medical Staff membership or Department status but only to the extent permitted by his or her license.
Termination. When the emergency situation no longer exists, the emergency Clinical Privileges will terminate. The President shall assign any patient remaining in the Hospital to a willing Member with appropriate Clinical Privileges who is acceptable to the patient.
Disaster Emergency Privileges. Upon initiation of the Hospital Emergency Incident Plan, if the Hospital Medical Staff is unable to handle immediate patient needs the President or the Chief Executive Officer may grant emergency privileges to a Non-Applicant Practitioner upon presentation of a current license to practice and a valid picture ID issued by a state, federal, or acceptable regulatory agency. Verification of the credentials of a non-staff Practitioner will begin as soon as the immediate situation is under control and will be in accordance with the granting of Temporary Clinical Privileges for Non-Applicants as outlined in Section 6 of this Article VII. The activities of non-staff practitioners granted emergency privileges under this Section will be under the authority and management of the VPMA who will issue temporary identification materials to the non-staff practitioners.

Section 9. Expansion of Clinical Privileges. Requests to expand Clinical Privileges shall be acted upon at the time of appointment or reappointment to the Medical Staff, at the time of the grant or re-grant of APP status, or at any other time upon special application by the Practitioner or APP. Any additional privileges granted shall be for a period concurrent with that of the practitioner's appointment to the Medical Staff or the grant of APP status. Requests for additional Clinical Privileges shall be evaluated by the Department in the same manner as the initial request for Clinical Privileges, and the recommendation of the Department shall be forwarded to the Medical Executive Committee for recommendation to the Board of Directors. If the Board of Directors does not grant the Member the additional Clinical Privileges requested, he or she may seek a hearing and appeal as provided in Article XIV of these Bylaws.

ARTICLE VIII

CONTRACTS FOR CLINICAL SERVICES

Section 1. Authority to Enter Into Exclusive Contracts. Subject to the applicable provisions of these Bylaws and its subordinate Policy Manual, the Hospital may from time to time enter into exclusive contracts with individual practitioners or APPs, medical professional partnerships or medical professional corporations for the performance of Clinical Services in the Hospital which involve the exercise of Clinical Privileges in accordance with the Exclusive Contracts Policy in the Policy Manual. The Hospital may not enter into such exclusive contracts with groups of such entities including but not limited to independent practice associations and physician hospital organizations. All Practitioners and APPs performing clinical services at the Hospital pursuant to such exclusive contracts shall be subject to the provisions of these Bylaws and the Policy Manual and shall be required to obtain and maintain Medical Staff appointment and/or Clinical Privileges in accordance with these Bylaws before they may exercise Clinical Privileges.

Section 2. Authority to Enter Into Non-exclusive Contracts. Subject to the applicable provisions of these Bylaws and its subordinate Policy Manual, the Hospital may from time to time enter into non-exclusive contractual relationships with individual practitioners or APPs, medical professional partnerships or medical professional corporations for the performance of Clinical Services in the Hospital. All Practitioners and APPs performing clinical services at the Hospital pursuant to such non-exclusive contracts shall be subject to the provisions of these Bylaws and the Policy Manual and shall be required to obtain and maintain Medical Staff appointment and/or Clinical Privileges in accordance with these Bylaws before they may exercise Clinical Privileges.

Section 3. Clinical Competency for Physicians with Hospital Contracts. If a question arises concerning clinical competence that may affect the Medical Staff appointment or Clinical Privileges of a Member or APP providing Clinical Services under a contract or employment relationship with the Hospital, that question shall be processed in the same manner as would pertain to any other Member or APP unless the Rights provided in these Bylaws have been contractually waived by the Member or APP. If a modification of Clinical Privileges or appointment occurs that is sufficient to prevent the individual from performing his contractual duties, the contract shall automatically terminate.

Section 4. Expiration or Termination of Privileges and Staff Appointment. Clinical Privileges or Medical Staff appointments granted to Practitioners and APP privileges granted to APPs in connection with any contract between the Hospital and such Practitioners or APPs or their respective employers or contractors shall be granted only to the extent necessary to carry out their obligations under the Hospital contract and shall be valid only so long as the Hospital contract remains valid, all such privileges and appointments automatically expiring at the time the underlying contract expires or terminates.� In the event that a partnership, corporation or other entity which has an exclusive contract with the Hospital terminates the employment or retention of any Practitioner or APP during the term of its exclusive contract, the Clinical Privileges and Medical Staff appointment of such Practitioner or the APP privileges of such APP shall automatically terminate simultaneously with the termination of his or her employment or retention.� The automatic termination of Clinical Privileges and Medical Staff appointment under this Section shall not entitle the Practitioner to any hearing or appeal under these Bylaws unless there is a specific provision to the contrary in the underlying contract with the Hospital.� In the event that only a portion of the individual's Clinical Privileges is covered by the contract, only that portion shall be affected by the expiration or termination of the contract or employment.

Section 5. Contract Terms Controlling. The specific terms of a contract involving a Member or APP and the Hospital shall in all cases be controlling between the parties to such agreements to the extent that they may limit the Medical Staff rights, Clinical Privileges or Prerogatives of the parties, but not to the extent that they may limit the duties or obligations of the parties to the Medical Staff under the provisions of these Bylaws.

ARTICLE IX

LEAVE OF ABSENCE OR RESIGNATION

Section 1. Procedure for Leave of Absence.

Leave Requirement. Members may not absent themselves from their duties to the Medical Staff for more than six months without a leave of absence being first obtained.
Requests for Leave. Requests for leaves of absence shall be made to the Medical Executive Committee and shall state the beginning and ending dates of the requested leave. Requests for a leave of absence must be for a definitely stated period of time generally not to exceed one (1) year.
Granting of Leave. The Board of Directors, with the advice of the Medical Executive Committee, may grant a leave of absence.� No leave shall be effective unless and until the Member has satisfactorily completed all required Hospital medical records and charts and provision has been made for the continued care of the Member's hospitalized patients.
Extensions. A leave of absence may be extended twice upon request of a Member, but in no event may a leave of absence, including any extensions, exceed three (3) years.
Failure to Obtain Leave. Absences longer than the leave granted shall constitute voluntary resignation of Medical Staff appointment and Clinical Privileges unless an exception is recommended by the Medical Executive Committee and approved by the Board.

Section 2. Conclusion of Leave. At the conclusion of the leave of absence, the individual may be reinstated, upon filing a written statement summarizing the professional activities undertaken during the leave of absence.� The individual shall also provide such other information as may be requested by the Medical Executive Committee at that time.� If the leave of absence was for medical reasons, then the Member must submit a statement from his or her attending physician indicating that the Member is physically and/or mentally capable of resuming a hospital practice and exercising the Clinical Privileges requested and identifying any reasonable accommodations which may be required.� The Medical Executive Committee may submit the request for reinstatement to the Department Chief or Credentials Committee for review and recommendation.� The Department Chief may solicit a recommendation from the Department or the Steering Committee of the Department.� These recommendations will be forwarded to the Medical Executive Committee for consideration and the Board for action.� The Member may not exercise admitting privileges, Clinical Privileges or any Prerogatives until reinstatement is recommended by the Medical Executive Committee and granted by the Board.

Section 3. Board Action and Right to Hearing and Appeal.� In acting upon the request for reinstatement, the Board may, with the advice of the Medical Executive Committee, approve reinstatement to the same Medical Staff category and may limit or modify the Clinical Privileges to be extended to the individual upon reinstatement.� If the Board limits or modifies the Member's Clinical Privileges, reinstates the Member to a different Medical Staff category or fails to reinstate the affected Member, the Member shall be entitled to all of the rights in the Fair Hearing Plan set forth in Article XIV of these Bylaws.

Section 4. Resignation.

Submission. Any Member who wishes to resign from the Medical Staff must submit a resignation in writing to the President and Chief Executive Officer.
Effective Date. No notice of resignation shall be effective unless and until all obligations, including delinquent medical records or charts, have been satisfactorily completed. A resignation shall also not be effective if the Member is the subject of an investigation under Article XII Section 2 of these Bylaws. If such an investigation is pending, the President shall promptly provide the Member with written notice of the same, and the Member's resignation shall be held in abeyance until the conclusion of the investigation or final Adverse Action or the Member's written election to resign immediately despite the pending investigation. A Member shall not be required to admit or treat patients at the Hospital while an investigation or Fair Hearing is pending. The attempt to resign shall not be deemed a waiver of any rights under the Fair Hearing provisions of Article XIV.
Reapplication. A Member who has resigned from the Medical Staff shall be ineligible to reapply for Medical Staff Membership for one (1) year from the effective date of the resignation unless the requirement is waived in the sole discretion of the Board upon recommendation of the Medical Executive Committee.

ARTICLE X

SUMMARY SUSPENSION

Section 1. Causes. Whenever a Member's conduct constitutes an immediate danger to the public, including identifiable patients, visitors, Hospital employees or Medical Staff, a committee consisting of the Chief Executive Officer or his designee, the President of the Medical Staff or his designee and the Chief of the applicable Department or his designee, shall have the authority to summarily suspend the Medical Staff membership, and/or all or any portion of the Clinical Privileges of such Member. In order for the committee to invoke the Summary Suspension, all three (3) committee members or their designees must cast an affirmative vote. The committee members may meet or act at a distance and without prior notice.

Section 2. Effective Upon Imposition. Such summary suspension shall become effective immediately upon imposition, and the Chief Executive Officer shall promptly give notice of the suspension to the Member. In the event of any such suspension, the Member's patients then in the Hospital, whose treatment by such Member is terminated by the summary suspension, shall be assigned to another Member with appropriate Clinical Privileges as may be designated by the suspended Member or, in the absence of such designation, shall be assigned by the Department Chief to another willing Member who is acceptable to the patient.

Section 3. Medical Executive Committee Action. Within five (5) days of the imposition of summary suspension, the matter shall be brought before the Medical Executive Committee. The Medical Executive Committee, after inviting the affected Member to appear, shall review and consider the causal grounds for the summary suspension and modify, continue or terminate the terms of the suspension. The Medical Executive Committee's decision to terminate the suspension for lack of sufficient causal grounds shall cause the summary suspension to be void ab-initio and the immediate reinstatement of the Member's Clinical Privileges. Unless the Medical Executive Committee immediately terminates the suspension, the resulting Adverse Action will give the Member a right to a hearing as provided in Article XII Section 4 and under the Fair Hearing Plan as provided in Article XIV. If an expedited hearing is timely requested, the hearing shall be commenced within fifteen (15) days of the imposition of the summary suspension and completed without delay. In order to implement this expedited hearing, the Member shall be given prompt written notice of the Medical Executive Committee's action and shall have three (3) days following actual receipt of the notice of the Medical Executive Committee's action in which to request a hearing. If the affected Practitioner desires more time to prepare than contemplated under this expedited hearing procedure, the affected Practitioner may waive the right to an expedited hearing, whereupon the original time frames in the Fair Hearing Plan shall apply to the affected Practitioner's request for a hearing. With the exception of the time frame for Medical Executive Committee action and Practitioner notice, all other provisions of the Fair Hearing Plan (Article XIV) shall apply.

ARTICLE XI

AUTOMATIC ADMINISTRATIVE SUSPENSION AND REVOCATION

Section 1. Removal of Privileges��Under the following circumstances, automatic suspension, consisting of suspension of admitting privileges and the ability to schedule elective surgical cases as well as other limitations on Clinical Privileges as described below, shall be imposed for the period of time until the Member either meets the applicable requirements or the automatic suspension is terminated.

Medical or Professional License. Whenever a Member’s medical or professional license to practice his or her profession in the State of Illinois is revoked or suspended, his or her Medical Staff membership and Clinical Privileges shall immediately and automatically be revoked unless and until such license revocation is reversed on appeal or reconsideration.� Whenever a Member’s medical or professional license is placed on probation by the applicable licensing authority, the Medical Executive Committee will consider the terms of the probation and formulate a recommendation to the Board for its consideration and action.�
Drug Enforcement Agency (DEA) Number Revocation. Whenever a Member’s DEA number is revoked, the Member shall immediately and automatically be divested at least of the right to prescribe medications covered by the DEA number.� Whenever a Member’s DEA number is suspended or placed on probation, the Member shall be divested at least of the right to prescribe medications covered by the DEA number, effective upon, and for at least, the term of the suspension or probation.
Failure to Meet Mandatory Appearance Requirement. When a Member having actual notice fails to appear before a body of the Medical Staff at which his attendance was mandatory, he or she may be automatically suspended by the Medical Executive Committee until such time as the Member makes the required appearance or the suspension is lifted.
Failure to Maintain Professional Liability Insurance. Failure to maintain professional liability insurance as required under these Bylaws may result in immediate loss of Clinical Privileges including caring for patients already in the Hospital for the period of time until such Member meets the requirement. A Member not demonstrating professional liability insurance or its equivalent as required under these Bylaws within six (6) months of the imposition of the automatic suspension shall be deemed to have voluntarily resigned from the Medical Staff.
Failure to Maintain Eligibility for Medicare and Medicaid Program.� Whenever a Member’s eligibility to participate in the Medicare/Medicaid program is suspended, placed on probation, or revoked, he or she immediately and automatically shall cease to exercise, and waive the right provided for in the Medical Staff Bill of Rights to exercise, Clinical Privileges in the care and treatment of Medicare/Medicaid beneficiaries, effective upon and for at least the duration of the suspension, probation or revocation. Failure to comply with this provision shall cause the immediate and automatic suspension of the Member’s Clinical Privileges until such time as the Medicare/Medicaid suspension, probation, or revocation has been rescinded, or the Member has demonstrated with evidence satisfactory to both the Hospital and the Medical Executive Committee that the Member is willing and able to comply with this provision.

Section 2. Recidivism. If a Member is suspended three (3) or more times during any one of the Member's Medical Staff Appointment Terms, the Member shall automatically be demoted one Medical Staff Category as provided in Section 3 of this Article XI, and shall not be eligible for advancement until the end of the Member's following Medical Staff Appointment Term.

Section 3. Demotion. Demotions shall be imposed as follows: from Attending to Associate Attending; from Associate Attending to Associate; and from Associate or any other Medical Staff Category to complete termination of Medical Staff membership and Clinical Privileges.

Section 4. Fair Hearing Rights. The Member's right to a Fair Hearing as described in Article XIV shall apply to suspensions imposed under this Article; however, the automatic suspension shall remain in effect while the Fair Hearing process is pending. Any requested hearing must be commenced within fifteen (15) days and completed without delay.

ARTICLE XII

CORRECTIVE ACTION

Section 1. Initiation of Corrective Action.

General Grounds. Corrective action may be initiated when a Member of the Medical Staff engages in professional conduct, either within or outside the Hospital, which is or is reasonably likely to be detrimental to the quality of patient care or safety or to be disruptive to or interfere with the Hospital’s operations.
Complaints. All requests for corrective action other than summary suspension or automatic suspension must be in writing, submitted to the President, and supported by reference to the specific activities or conduct which constitute the grounds for the request. Corrective action may be requested by:

any officer of the Medical Staff;
the Chief of the Department in which the Member holds appointment or exercises Clinical Privileges;
the Chief Executive Officer or designee;
the Board of Directors, acting as a group, or by the Chairman of the Board.

Consideration of Complaints. The President shall engage the Member, the complainant and other appropriate persons in Informal Proceedings as provided for in Article XV Section 1 and deemed protected in Article XV Section 3. Failure of such proceedings to eliminate the need for Corrective Action shall cause the President to place the request on the agenda of the Medical Executive Committee for consideration and promptly notify the Chief Executive Officer.

Section 2. Review of Complaints. The Medical Executive Committee may either act on the request for corrective action or direct that a review concerning the grounds for the action be undertaken. The Medical Executive Committee may conduct such a review itself or may assign this task to a Medical Staff officer, Department Chief, a Departmental committee or ad hoc committee. Hospital administration may participate in the review, and such participation may include utilization of consultants. This review process is not a "hearing" as that term is used in these Bylaws. If possible, it shall include a consultation with the Member involved and with the individual or group making the request and with other individuals who may have knowledge of the events involved or who have been asked to serve as consultants. If the review is performed by an individual or group other than the Medical Executive Committee, that individual or group shall forward a written report of the review to the Medical Executive Committee as soon as it is practical after the assignment to investigate has been made. The Medical Executive Committee, in its sole discretion, at any time, may terminate this review process. Nothing contained herein is intended to restrict the right of the Board, Chief Executive Officer or Medical Staff to undertake reasonable, limited informal inquiries without a request for corrective action if probable cause exists for review. Nothing herein contained shall be deemed to limit established peer review activities of the Medical Staff. Independent reviews and investigations may be conducted and may serve as the basis for a complaint or corrective action.

Section 3. Member's Rights During a Review. During a review of a complaint made pursuant to Section 1 of this Article, the Member shall have the following rights:

To prompt notice of the allegations;
To discuss the facts relating to the incident with the party conducting the review as soon as possible after the review has been initiated;
To examine the record of the review when it is completed;
To comment in writing on the review record;

Section 4. Actions on Complaints.

Adverse Action. If the Medical Executive Committee elects to impose an Adverse Action, the matter shall be referred to the Board for its review. If the Board concurs with the Adverse Action, the Member shall have the right to a Fair Hearing under Article XIV of these Bylaws. If the Board disagrees with the Adverse Action, or if the Board initiates an Adverse Action under Paragraph D of this Section, the matter shall be referred to the Joint Conference Committee as provided in Article XIII.
Precautionary Suspension of Privileges During Fair Hearing. If the Medical Executive Committee and Board agree to the Adverse Action and a Fair Hearing is requested, a Member shall not have the right to admit patients or exercise Clinical Privileges contrary to the terms of the Adverse Action imposed while the Fair Hearing is pending.� The Adverse Action shall not be considered final until exhaustion of the Fair Hearing and appeal rights provided in Article XIII or Article XIV.� If the completed Fair Hearing process results in the rejection of the Adverse Action, the precautionary suspension shall be considered void ab-initio and no Adverse Action shall be deemed to have been imposed.
Denial or Non-Restrictive Action. Action taken by the Medical Executive Committee rejecting the request for corrective action or taking a Non-restrictive Action shall not be considered Adverse Actions and shall not give rise to the Fair Hearing procedures set forth in Article XIV of these Bylaws. Such actions shall, however, be reported in writing to the Board of Directors.
Board Initiated Adverse Action. If the Board decides that an Adverse Action is warranted despite the decision or lack of decision of the Medical Executive Committee, after the Board has given the Medical Executive Committee an opportunity to examine the matter, the Board may take Adverse Action if it reasonably believes such action to be in the best interest of the Hospital. A Member who has such Board initiated Adverse Action taken against him shall be entitled, upon request, to a hearing by the Joint Conference Committee as provided for in Article XIII. The Joint Conference Committee hearing shall replace the right to a hearing in front of an Ad Hoc Committee as provided for in Article XIII Section 4.
Preservation of Rights. Although Non-restrictive Actions shall not on their own give rise to a right to a hearing, a Member shall have the right to challenge all such actions during a Fair Hearing if such actions are cited to justify an Adverse Action. Non-restrictive Actions shall not be considered evidence if the event that led to the Non-restrictive Action occurred more than five (5) years prior to the commencement of the hearing on an Adverse Action.

Section 5. Exclusive Procedure. The procedures set forth in Articles X, XI, XII, XIII and XIV of these Bylaws for review of complaints and taking corrective actions against Members shall be the exclusive method for the Medical Executive Committee, Chief Executive Officer or Board to discipline any Member for any perceived infraction of Medical Staff or Hospital rules, regulations, policies or Bylaws.

ARTICLE XIII

JOINT CONFERENCE COMMITTEE

Section 1. Purpose. The purpose of the Joint Conference Committee is to act as the hearing body in instances when the Board of Directors takes Adverse Action or makes an Adverse Decision contrary to the recommendations of the Medical Executive Committee, to explore the reasons for conflicts between the Medical Staff and the Board of Directors and to resolve conflicts in a reasonable, fair and amicable manner. Matters of conflict may be referred to the Joint Conference Committee by the Board of Directors or the Medical Executive Committee or where provided for in these Bylaws. The Joint Conference Committee shall make recommendations to the Board of Directors, such recommendations considered equally with those of the Medical Executive Committee.

Section 2. Composition. The Joint Conference Committee shall consist of eight members: four from the Medical Staff and four from the Board of Directors. The President of the Medical Staff and three (3) members of the Medical Executive Committee, selected by the Medical Executive Committee, shall represent the Medical Staff on the Joint Conference Committee. The Chairman of the Board, two (2) additional Board members selected by the Board, and the Chief Executive Officer shall represent the Hospital on the Joint Conference Committee. The chairmanship of the Joint Conference Committee shall alternate every calendar year between a Board representative in even years and a Medical Staff representative in odd years.

Section 3. Voting. The vote of the majority, including at least two committee members representing the Medical Staff and two committee members representing the Hospital, shall be required for all Joint Conference Committee recommendations. The chairman of the Joint Conference Committee shall be permitted to vote on all matters.� Joint Conference Committee votes that do not conform to the provisions of this Section shall be reported as Deadlocked Without Recommendation unless the Joint Conference Committee is executing a hearing on an Adverse Action, for which such vote shall be reported as Deadlocked Recommend Against Adverse Action.

Section 4. Hearings on Adverse Actions. If the Board of Directors takes an Adverse Action or makes an Adverse Decision despite the decision or lack of decision of the Medical Executive Committee, the Member shall be entitled, upon request, to a hearing by the Joint Conference Committee. The Joint Conference Committee hearing shall replace the right to a hearing in front of an Ad Hoc Hearing Committee under Article XIV.

Section 5. Hearing Rights and Procedures. The Member shall have the following hearing rights in a Joint Conference Committee hearing:

Notice. The Member shall be advised in writing, return receipt requested, of his rights to request a hearing before the Joint Conference Committee.
Hearing Request. The Member shall have thirty (30) days from receipt of notice to request the hearing.
Special Qualifications for Hearings Panel. No Member who is in direct economic competition with the Member being tried shall serve on the Joint Conference Committee while it is conducting a hearing unless it is otherwise impossible to select an impartial panel. In the event a Member on the Joint Conference Committee is disqualified, a replacement will be appointed by the appropriate body as provided in Section 2 of this Article for purposes of conducting the hearing only.
Challenges. The affected Member shall be entitled to a reasonable opportunity to challenge any member of the Joint Conference Committee hearing the matter based on standards of reasonableness and fair play. Challenges to any Joint Conference Committee Medical Staff representative shall be ruled on by the President, and challenges to any Joint Conference Committee Board representative shall be ruled on by the Chairman of the Board.
Rights and Procedure. The hearing shall be conducted in accordance with the provisions of Article XIV, including notice rights and procedural rights, with the exception that the Hearing Committee shall be the Joint Conference Committee rather than the Ad Hoc Hearing Committee.
Joint Conference Committee Recommendation. The Joint Conference Committee shall report its findings and recommendation to the Board of Directors.
Board Action. Within sixty (60) days after receipt of the report, the Board shall consider the report and affirm, modify or reverse its previous action in the matter. If the Board's action remains adverse, the affected Member shall receive written notice of the Adverse Decision including an explanation of the reason including all reasons based on the quality of medical care or other basis including economic factors. Upon an adverse decision, the affected, Member may exercise the right to an appellate review. The right to an appellate review and the appellate review process shall be as specified in Article XIV Section 8 of these Bylaws. The Appellate Review Committee shall report to the Board and the Board shall affirm, modify or reverse its previous action.

ARTICLE XIV

FAIR HEARING PLAN

Section 1. Right to Hearing and Appellate Review.

Situations Giving Rise to Fair Hearing Rights. Applicants and Members shall have the right to a Fair Hearing under this Article in the following situations:

an initial applicant will have a right to a Fair Hearing if the Medical Executive Committee and Board make an Adverse Decision on Medical Staff Membership or Clinical Privileges;
a Member applying for reappointment will have a right to a Fair Hearing if the Medical Executive Committee and Board make an Adverse Decision on Medical Staff Membership or Clinical Privileges; and
a Member subject to an Adverse Action agreed to by the Medical Executive Committee and Board shall have a right to a Fair Hearing.
if the Board takes Adverse Action or makes an Adverse Decision despite the decision or lack of decision of the Medical Executive Committee, the Member shall be entitled to a hearing by the Joint Conference Committee. If so requested, the Joint Conference Committee hearing shall be conducted in accordance with the provisions of this Article, except that the Joint Conference Committee shall replace the right to a hearing of an Ad Hoc Hearing Committee.

Procedural Safeguards. All hearings and appellate reviews of Adverse Decisions and Adverse Actions shall be conducted in accordance with the procedural safeguards set forth in this Article unless otherwise stated in these Bylaws to assure that the affected Practitioner is accorded all rights to which he is entitled by law and these Bylaws.
Effect of Adverse Decision or Adverse Action. Adverse Actions and Adverse Decisions shall not be deemed final or reportable until the matter is finally resolved as provided hereunder or the affected Practitioner waives his or her rights under this Fair Hearing Plan.

Section 2. Notices.

Notice of Adverse Decision or Adverse Action. The Chief Executive Officer shall be responsible for giving prompt written notice by certified mail, return receipt requested, of an Adverse Decision or Adverse Action to any affected Practitioner who is entitled to a Fair Hearing or to an appellate review.
Contents of Notice. The notice of Adverse Decision or Adverse Action shall contain an explanation of the reasons for an Adverse Decision or Adverse Action, including all reasons based on the quality of care, Economic Factors or any other basis. The notice of Adverse Decision or Adverse Action shall further inform the affected Member, unless otherwise stated in these Bylaws, of his or her rights under this Article, including the specific rights set forth in the Section 3 of this Article, and warning that failure to request a hearing or an appellate review within thirty (30) days of actual receipt of the notice shall constitute a waiver of his or her right to same.

Section 3. Practitioner Rights. Each Practitioner subject to an Adverse Decision or Adverse Action shall have the following rights:

The right to a hearing or to an appellate review pursuant this Fair Hearing Plan;
The right to request a hearing or an appellate review anytime within the (30) days following the date of actual receipt of such Adverse Decision or Adverse Action and, in the event a precautionary suspension or summary suspension has been imposed or provisional Clinical Privileges terminated, the right to request within three (3) business days an expedited hearing to be held within fifteen (15) days of the suspension or termination of the Member’s Clinical Privileges;
The right to be notified at least thirty (30) days in advance of the date, time and place set for the hearing or appellate review and the right to be notified at least five (5) days in advance of the date, time and place of an expedited hearing;
The right to review and receive copies of all Pertinent Information in the Medical Staff's or Hospital's possession with respect to the Adverse Decision or Adverse Action in sufficient time prior to the hearing date to prepare a defense;
The obligation to mutually exchange lists of witnesses expected to testify at the hearing.
The right to receive copies of the hearing record and report as soon as practicable following the issuance of the written report and recommendation in order to prepare an appeal;
The right to submit a written statement on his or her behalf as part of the hearing or appellate procedure;
The right to a bill of particulars setting forth in concise language the acts or omissions with which the Practitioner is charged, a list of specific or representative charts being questioned, and/or other reasons or subject matter that were considered in making the Adverse Decision or Adverse Action;
The right to have an attorney present at the hearing. The role of the attorney should be limited to an advisory capacity only unless expanded by the Ad Hoc Hearing Committee or the Joint Conference Committee as provided in Section 7 of this Article;
The right to present witnesses and other evidence at the hearing on the Adverse Decision or Adverse Action;
The right to cross-examine witnesses.

Other than as provided above, Practitioners shall not be entitled to pre-hearing discovery. By participating in a Fair Hearing or exercising rights under this Fair Hearing Plan, each participant agrees that all Pertinent Information and hearing proceedings and hearing committee decisions shall be maintained as confidential and shall not be disclosed outside the hearing or appeal process except as required by law.

Section 4. Request for Hearing.

Time Allowed. The Practitioner shall have thirty (30) days from the date of actual receipt of the notice of Adverse Decision or Adverse Action, unless a longer response time is permitted elsewhere in these Bylaws, to request a hearing or an appellate review to which he is entitled under this Fair Hearing Plan.� In the event a precautionary suspension or summary suspension has been imposed or provisional Clinical Privileges terminated, the Practitioner shall have three (3) business days to request an expedited hearing to be held within fifteen (15) days of the suspension or termination of the Practitioner’s Clinical Privileges.
Failure to Request. Failure to request a hearing or appellate review within the allotted time shall be deemed a waiver of the right to such hearing or appellate review to which he or she might otherwise have been entitled in the matter. The Adverse Decision or Adverse Action shall thereupon become and remain effective against the Practitioner. The Chief Executive Officer shall promptly notify the affected Practitioner of the effective date of the Adverse Decision or Adverse Action by certified mail, return receipt requested.
Request. The affected Practitioner must notify the Chief Executive Officer by personal delivery or certified or registered mail, return receipt requested, of his or her intention to request a hearing under this Fair Hearing Plan. Failure to do so will constitute a waiver of the right to a hearing.

Section 5. Notice of Commencement of Hearing.

Time Frames. Within ten (10) days after receipt of a request for hearing from a Practitioner entitled to the same, the Medical Executive Committee shall schedule and arrange for such a hearing and shall, through the Chief Executive Officer, notify the Practitioner of the time, place, and date so scheduled, by certified mail, return receipt requested. The hearing date shall not be less than thirty (30) days from the date of notice, nor more than forty (40) days from the date of the request unless the parties agree to a different date.� Within five (5) business days after receipt of a request for expedited hearing from a Practitioner entitled to the same, the Medical Executive Committee shall schedule and arrange for such a hearing and shall, through the Chief Executive Officer, notify the Practitioner of the time, place, and date so scheduled, by certified mail, return receipt requested. The hearing date shall not be less than five (5) days from the date of notice, nor more than fifteen (15) days from the date of the suspension or termination of Clinical Privileges.
Contents of Notice. The notice of hearing shall state in concise language, the acts or omissions with which the Practitioner is charged, list the specific or representative charts being questioned, and/or other reasons or subject matter that were considered in reaching the Adverse Decision or deciding to impose the Adverse Action. The notice shall contain a proposed list of witnesses as known at that time, but which may be modified, who will give testimony or present evidence at the hearing on behalf of the Medical Executive Committee or the Board. The notice shall also provide, if known, the names of the Hearing Committee members.

Section 6. Hearing Committee.

Composition and Qualifications. The hearing shall be conducted by an "Ad Hoc Hearing Committee" ("Hearing Committee") of not less than five (5) Members appointed by the President with the approval of the Medical Executive Committee subject to the approval of the members of the committee by the Chairman of the Board. One of the Members so appointed shall be designated as chairman. No Member who has actively participated in the consideration of the adverse recommendation or decision shall be appointed a member of this Hearing Committee unless it is otherwise impossible to select a representative group. No Member who is in direct economic competition with the Practitioner shall be appointed to the Hearing Committee.
Qualification Challenges. The affected Practitioner shall be entitled to a reasonable opportunity to challenge any Hearing Committee member based on their failure to meet the criteria set forth herein and on standards of reasonableness and fair play. Challenges to any Hearing Committee member shall be ruled on by the body that appointed the Hearing Committee member.
Power. The Hearing Committee shall have the authority to:

Establish the time, place, manner, and procedure for conducting the hearing, consistent with these Bylaws;
Clarify and narrow the issues;
Hold a preliminary meeting with the parties for the purpose of clarifying issues, establishing procedures, or otherwise aiding the Hearing Committee;
Rule on the admissibility of evidence and determine the weight to be accorded to evidence which is admitted;
Request other Members or outside experts to examine the questions within their respective specialties and report to the Hearing Committee their opinions and the basis for those opinions;
Conduct a hearing, consider and receive evidence, deliberate and determine the facts underlying the Adverse Decision or Adverse Action and decide what recommendation is appropriate;
Take such other actions as will facilitate its business.

Section 7. Conduct of Hearing.

Principles. The hearing shall be conducted according to the following principles:

No evidence shall be offered to the Hearing Committee by either party or by individuals called upon for information by the Committee itself without both the affected Member and the Medical Executive Committee or Board of Directors representative having the opportunity to be present, to question the witness, to respond, and to rebut the evidence. The affected Practitioner shall have the right, subject to approval of the chairman as to relevance and reasonable need, to request with advance notice the attendance at the hearing of any Member, APP, or any Hospital employee or agent. The Hospital will cooperate with this process.
The affected Practitioner shall have the right to inspect and receive copies of Pertinent Information or other evidence upon which the proposed Adverse Decision or Adverse Action is based. The affected practitioner shall also have the right to receive a copy of all documents reasonably determined by the Hearing Committee to be relevant to the proposed Adverse Decision or Adverse Action, including all documents and evidence considered by the Medical Executive Committee and/or Board in determining to proceed with the Adverse Decision or Adverse Action, the relevant portions/minutes of committee or departmental meetings in which the Adverse Decision or Adverse Action was discussed, and any exculpatory evidence in the possession of the Hospital and Medical Staff which the Hospital and Medical Staff reasonably know to be exculpatory. The right to inspect and receive copies of Pertinent Information does not extend to confidential information referring solely to individually identifiable Members other than the affected Practitioner.
Either party shall have the opportunity to request that a matter be officially noticed or to refute the notice of matters by evidence. The chairman shall have the discretion to take official notice of any matters, either technical or scientific, related to the issues under consideration. Participants in the hearing shall be informed of the matters which the chairman intends to officially notice, and they shall be noted in the record of the hearing.
The affected Member shall be entitled to be accompanied at the hearing by a Member in good standing or by a member of any local professional society in which the affected Member maintains membership. The role of the individual accompanying the affected Member shall be advisory only unless the Hearing Committee in its sole discretion expands that role. Both the Medical Executive Committee and/or the Board of Directors, whichever initiated the Adverse Decision or Adverse Action, and the affected Member shall have the right to have an attorney at law present at the hearing in an advisory capacity only. The role of legal counsel may be expanded at the sole discretion of the chairman of the Hearing Committee. The party desiring an expanded role shall make such request in writing to the chairman ten (10) days in advance of the hearing. This request shall describe the desired scope of the attorney's role. If the chairman permits such expanded role, the other party must be given notice at least seven (7) days in advance of the hearing. In the event of an expedited hearing process, the request for an expanded role of an attorney shall be made as soon as possible and the chairman shall advise both parties of his or her decision on the expanded role as soon as possible.� If the role of legal counsel is expanded for either party, the opposing party shall be afforded the same opportunity. Legal Counsel shall abide by such procedural rules as are adopted by the Committee.
The hearing shall not be conducted according to the rules of law relating to the examination of witnesses or presentation of evidence. The hearing shall be conducted in a fair and objective manner under rules adopted by the Hearing Committee prior to the date of the hearing. The rules so adopted shall be provided to all parties in advance of the hearing. The rules shall cover such issues as submission of evidence, presentation of witnesses, order of proceedings, making of opening or closing statements, questioning of the affected Practitioner by panel members, open versus closed hearings, times when witnesses may be present, and authorization of the chairman of the Hearing Committee to make rulings. Any evidence shall be admitted if it is the sort of evidence upon which responsible persons are accustomed to rely in the conduct of serious affairs. Hearsay evidence shall not be excluded simply because it constitutes hearsay.
The Medical Staff or Board of Directors shall have the initial burden to prove that the Adverse Action or Adverse Decision is warranted and the scope of the sanction appropriate. The burden shall then shift to the affected Member to challenge the Adverse Decision or Adverse Action by showing that the grounds involved lack an evidentiary basis or that such Adverse Decision or Adverse Action is arbitrary or unreasonable or contrary to these Bylaws. The Hearing Committee shall undertake a de-novo review of the facts and reach is own conclusion as to whether the Adverse Action or Adverse Decision was justified based upon the evidence presented.
Members of the Hearing Committee are actively encouraged to take a participatory role in the proceedings as permitted by the chairman to question witnesses, to call upon witnesses for information within their possession, to direct the submission of additional evidence and documentation, to question the Medical Executive Committee or Board of Directors representative and the affected Member, and to see that the record contains all information which the Committee considers necessary in order to reach a decision.
Once a hearing has been requested, the Hearing Committee shall be bound by the statement of grounds on which the Adverse Decision or Adverse Action of the Medical Executive Committee and/or Board of Directors was based. The Hearing Committee may not base its decision, wholly or in part, upon the resolution of issues not originally considered or listed by the body who initiated the Adverse Decision or Adverse Action. Notwithstanding the above, the Medical Executive Committee or the Board of Directors may modify the statement of grounds if new information not previously known is discovered or occurs provided the affected party is given sufficient advance notice of the new information to prepare a defense.

Parties. The parties to the hearing shall be the affected Member and the Medical Executive Committee or Board of Directors, whichever initiated the Adverse Decision or Adverse Action. The Medical Executive Committee or Board of Directors shall designate one or more of its members to represent its position before the Hearing Committee or shall designate an individual active in the investigation to represent its position.
Failure to Appear. Failure without good cause of the affected Member who requested the hearing to appear and proceed at the hearing shall constitute voluntary acceptance of the action or recommendation of the Medical Executive Committee or decision of the Board. Failure without good cause of the Medical Executive Committee or Board of Directors representative or designee to appear and proceed at such a hearing shall constitute a withdrawal of the proposed Adverse Decision or Adverse Action recommendation/decision involved.
Obligation to Testify. If the affected Practitioner does not testify in his/her own behalf, he/she may be called and examined as if under cross-examination.
Record. The Hearing Committee shall maintain a record of the evidentiary portion of the proceeding, which may be by a court reporter, tape recording, or printed form of accurate minutes. If either party desires a court reporter, the request shall be submitted in writing to the Chief Executive Officer not less than three (3) days prior to the commencement of the evidentiary portion of the proceedings. If the Hearing Committee elects not to retain a court reporter to transcribe the proceedings, either party may bring a court reporter to the hearing at its own cost. A transcript of the hearing shall be made available to either party upon payment of the cost for the same.
Attorneys. The Hearing Committee may be assisted by counsel. The Hearing Committee's counsel may also give advice to the representative of the Medical Executive Committee or the representative of the Board of Directors, whichever is prosecuting the action. If the Hearing Committee wants an attorney at law to serve as hearing officer charged with conducting the hearing, such attorney may not concurrently counsel the representative of the Medical Executive Committee or the Board of Directors, whichever is prosecuting the action.� The Hearing Committee’s counsel shall be selected by the Hospital with the concurrence of the Hearing Committee.� The fees and costs of such counsel shall be paid by the Hospital.
Recesses. The Hearing Committee may, on the call of its chairman or the hearing officer, if any, recess the hearing and reconvene the same for the convenience of the participants or for the purpose of obtaining new or additional evidence or consultation.
Executive Sessions. The Committee may, on the call of its chairman or the hearing officer, if any, recess the hearing and convene an executive session of only the members of the Hearing Committee and their counsel outside the presence of the parties. The Committee shall conduct its deliberations outside the presence of the parties. Meetings of the Committee outside the presence of the parties and Committee deliberations of any kind shall not be recorded.
Hearing Committee Member Attendance. A majority of the hearing panel must be present throughout the hearing and deliberations. If a panel member is present for more than eighty percent (80%) of the proceedings, he or she shall be permitted to participate in the deliberations and the decision upon review of the record. Objections to hearing panel attendance must be made prior to the beginning of the Hearing Committee's deliberations or the objection is irrevocably waived. If an objection is raised, the chair may recall any witness to allow the absent Hearing Committee member to directly observe the demeanor and testimony of witnesses whose testimony was missed. The disqualification of any Hearing Committee member because of absences shall not invalidate the hearing or the Hearing Committee's decision provided the decision is reached by a majority of a quorum of the Hearing Committee's members.
Time to Complete. The hearing must be completed with due diligence, but in no event shall continuances be granted during the pendency of the hearing which would delay the conclusion of the presentation of the evidence beyond thirty (30) days of the start of the hearing without the agreement of the parties.
Delay in Providing Information. The failure of one party to provide the other party access to Pertinent Information at least fifteen (15) days prior to the hearing, or five (5) days prior to an expedited hearing, shall constitute good cause for the other party to request a continu�ance of the hearing until compliance has been effectuat�ed.
Written Memoranda. Each party shall, prior to, during or within seven (7) days of the conclusion of the hearing, be entitled to submit memoranda concerning any issue of law or fact, and such memoranda shall become part of the hearing record.� The Hearing Committee may require one or both parties to prepare and submit to the Hearing Committee written statements on specific issues, prior to, during, or after, the hearing.� At the conclusion of the hearing, the parties shall each have the right to submit a post-hearing memoran�dum.
Right to Specific Findings. Upon the written request of the affected Practitioner, the Medical Executive Committee or the Board, the Hearing Committee shall make specific findings concerning the nature of each basis for the Adverse Decision or Adverse Action.
Written Recommendation. Within fourteen (14) days after final adjournment of the hearing, the Hearing Committee shall make a written report of its findings and recommendations on each of the issues presented, with a clear statement of All Reasons for its final decision, and forward the same, together with the hearing record and all other documentation, to the Medical Executive Committee and affected Practitioner.� The Medical Executive Committee shall submit a report to the Board after consideration of the Hearing Committee report.
Board Action. The Board shall consider the written recommendation of the Hearing Committee and any post-hearing memoranda submitted by either party. The matter shall be handled as follows based upon the action taken by the Board:

If the Board agrees with the recommendation of the Hearing Committee which is favorable to the Practitioner, the Adverse Decision or Adverse Action shall not be imposed and the matter shall be closed.
If the Board agrees with the recommendation of the Hearing Committee which is adverse to the Practitioner, the Practitioner shall have the appeal rights provided in Section 8 of this Article.
If the Board disagrees with the recommendation of the Hearing Committee which is favorable to the Practitioner, the matter shall be referred to the Joint Conference Committee for recommendation to the Board except where the Hearing Committee was the Joint Conference Committee. If the Board's decision remains adverse to the Practitioner, the Practitioner shall have the appeal rights provided in Section 8 of this Article. If the Board's decision becomes favorable to the Practitioner, the Adverse Decision or Adverse Action shall not be imposed and the matter shall be closed.
If the Board disagrees with the recommendation of the Hearing Committee which is adverse to the Practitioner, the matter shall be referred to the Joint Conference Committee for recommendation to the Board except where the Hearing Committee was the Joint Conference Committee. If the Board's decision becomes adverse to the Practitioner, the Practitioner shall have the appeal rights provided in Section 8 of this Article XIV.� If the Board’s decision remains favorable to the Practitioner, the Adverse Decision or Adverse Action shall not be imposed and the matter shall be closed.

Notice of Decision. The Chief Executive Officer shall promptly send the Practitioner notices informing him of each action taken under this Section as they are taken. If the Board's decision is adverse to the Practitioner, the notice shall inform the Practitioner of his or her right to request an appellate review by a committee of the Board as provided in Section 8 of this Article XIV.

Section 8. Appeal to the Board.

Notice of Appeal. An affected Practitioner receiving notice of an Adverse Decision or Adverse Action made or adhered to after a hearing, as above provided, has ten (10) days from the receipt of such notice to request an appellate review. The request for an appellate review shall be submitted to the Board in writing, and delivered through the Chief Executive Officer by certified mail, return receipt requested. Such notice may request that the appellate review be held only on the record on which the Adverse Decision or Adverse Action is based, as supported by the Practitioner's written statement provided for below, or may also request that oral argument be permitted as part of the appellate review.
Waiver. If such appellate review is not requested within ten (10) days, the affected Practitioner shall be deemed to have waived his rights to the same, and to have accepted such Adverse Decision or Adverse Action. The Adverse Decision or Adverse Action shall become effective immediately.
Time Frames and Notice. Within ten (10) days after receipt of such notice of request for appellate review, the Board committee shall schedule a date for such review, including a time and place for oral argument if such has been requested, and shall, through the Chief Executive Officer, by written notice sent by certified mail, return receipt requested, notify the affected Practitioner of the same. The date of the appellate review shall not be less than twenty (20) days, nor more than forty (40) days, from the date of receipt of the notice of request for appellate review, except that when the Practitioner requesting the review is under a suspension which is then in effect, such review shall be scheduled as soon as the arrangements for it may reasonably be made, but not more than twenty one (21) days from the date of receipt of such notice of request for appeal.
Composition and Qualifications of Appellate Review Committee. The appellate review shall be conducted by a duly appointed Appellate Review Committee of the Board of not less than five (5) members, none of whom shall be in direct economic competition with the affected Practitioner. One fifth (1/5) of the Committee members shall be appointed from the Attending Medical Staff. Members of the Appellate Review Committee shall not have sat on any medical staff committee that has made a recommendation on the Adverse Decision or Adverse Action under consideration.
Access to Hearing Record. The affected Practitioner, or his or her representative, shall have access to the report and record (and transcription, if any) of the Hearing Committee and all other material favorable or unfavorable, that were considered by the Hearing Committee in making its adverse recommendation against him or her, and shall be allowed to make copies of the same at his or her own expense.
Submission of Written Statements. The affected Practitioner shall have ten (10) days from receipt of the notice of the appeal schedule to submit a written statement on his own behalf in which those factual and procedural matters with which he disagrees and his reasons for such disagreement shall be specified. This written statement may cover any matters raised at any step in the proceeding to which the appeal is related. Legal counsel may assist in its preparation. The affected Practitioner shall submit such written statement to the Board through the Chief Executive Officer by certified mail, return receipt requested, at least ten (10) days prior to the scheduled date for the appellate review, but in no event shall the Practitioner be given less than fourteen (14) days from the date the hearing record was made available to submit his or her written statement. A copy of the Practitioner's written statement shall be provided to the Medical Executive Committee or Board representative that prosecuted the action at the hearing. A similar statement may be submitted by the Medical Executive Committee or Board representative, and if submitted, the Chief Executive Officer shall provide a copy thereof to the Practitioner at least ten (10) days prior to the date of such appellate review by certified mail, return receipt requested. Each party shall be entitled to submit a statement in reply to the statement submitted by the other, but the length of the reply shall not exceed ten (10) standard pages without approval of the Appellate Review Committee.
Scope of Review. The Appellate Review Committee shall act as an appellate body. It shall review the record created in the proceedings, and shall consider the written statements submitted pursuant to subparagraph (F) of this Section 8, for the purpose of determining whether the Adverse Decision or Adverse Action against the affected Practitioner was justified and was not arbitrary or capricious.
Oral Argument. If oral argument is requested as part of the review procedure, the affected Practitioner shall be present at such appellate review, shall be permitted to speak against the Adverse Decision or Adverse Action, and shall answer questions put to him by any member of the Appellate Review Committee. The Medical Executive Committee or the Board, whichever is appropriate, shall also be represented by an individual who shall be permitted to speak in favor of the Adverse Decision or Adverse Action and who shall answer questions put to him by any member of the Appellate Review Committee.
Matters Considered. New or additional matters not raised during the original hearing or in the Hearing Committee report, nor otherwise reflected in the record, shall only be introduced at the appellate review if the matter could not have been discovered through the exercise of due diligence or if to refuse admission would work a substantial injustice to the parties, and the Appellate Review Committee shall, in its sole discretion, determine whether such new matters shall be accepted.
Decision. The Appellate Review Committee shall, within twenty one (21) days after the adjournment date of the appellate review, either:

make a report recommending that the Board affirm or reverse its prior decision, or
refer the matter back to the Hearing Committee or the Board for further review and recommendation. Such referral may include a request that the Hearing Committee or the Board arrange for a further hearing to resolve disputed issues. The Hearing Committee or the Board shall complete their supplemental review and recommendation within thirty (30) days of the request. Within thirty (30) days after receipt of such supplemental recommendation, the Appellate Review Committee shall make its recommendation to the Board as above provided.

Right to Complete Appellate Process. The appellate review shall not be concluded until all of the procedural steps in this Section 8 have been completed or waived.
Board Subcommittee. Where permitted by the Hospital Bylaws, all actions required herein of the Board may be taken by a committee of the Board duly authorized to act.

Section 9. Final Decision by the Board.

Within (30) days after the conclusion of the appellate review, the Board shall make its final decision in the matter and shall send notice thereof to the Medical Executive Committee, and, through the Chief Executive Officer, to the affected Practitioner by certified mail, return receipt requested. The notice shall provide the affected Practitioner with a written explanation of All Reasons for an Adverse Decisions or Adverse Actions.

Section 10. One Evidentiary Hearing. Notwithstanding any other provision of these Bylaws, no Practitioner shall be entitled as a right to more than one evidentiary hearing and one appellate review on any matter which shall have been the subject of an Adverse Decision or Adverse Action by the Medical Executive Committee, or by the Board, or by a duly authorized Committee of the Board, or by both.

Section 11. Notice Regarding Economic Factors and Reporting.

Postponement of Implementation. If the Adverse Decision or Adverse Action was based substantially on Economic Factors, the affected Practitioner shall be given the notice contemplated in Section 9 of this Article XIV at least fifteen (15) days before implementation of the Adverse Decision or Adverse Action and after the Practitioner has exhausted all administrative procedures under the Bylaws.
Additional Notice. Notice of Adverse Decisions or Adverse Actions based substantially on Economic Factors shall be reported by the Chief Executive Officer to the Hospital Licensing Board before the decision takes effect.

Section 12. Exclusive Contract Impacting Member's Privileges.

Granting Exclusive Contracts. Subject to Article XXV, the Medical Staff Bill of Rights, the granting of exclusive contracts shall be done in accordance with the policy on exclusive contracts contained in the Policy Manual which is incorporated by the reference to the Bylaws.
Hearing Rights. In accordance with the policy on exclusive contracts in the Policy Manual, if the Hospital exercises its option to enter into an exclusive contract and the contract results in the total or partial termination of privileges of a current Medical Staff Member, the Hospital, except in emergency or urgent situations involving a change of contractors, must provide the affected Medical Staff Member ninety (90) days prior written notice of the effect on his or her medical staff membership or privileges. The affected Medical Staff Member shall have twenty one (21) days after the date he/she receives notification to request a hearing in writing. The request for the hearing must be made in writing and submitted to the Chief Executive Officer. Notwithstanding the provisions of the Fair Hearing Plan, if a hearing has been requested, the requested hearing shall be commenced and completed with a report and recommendation to the affected Medical Staff Member, Board of Directors and Medical Staff within thirty (30) days after the date of the Medical Staff Member's request. With the exception of the expedited time frame, unless otherwise waived, the Fair Hearing shall be completed in accordance with the Fair Hearing Plan.

ARTICLE XV

INFORMAL PROCEEDINGS, CONFIDENTIALITY, PEER REVIEW AND RECORD COMPLETION

Section 1. Informal Proceedings. Nothing in these Medical Staff Bylaws shall preclude collegial or informal efforts to address questions or concerns relating to an individual's practice and conduct at the Hospital. This provision specifically encourages voluntary structuring of Clinical Privileges to achieve a clinical practice mutually acceptable to the individual, the relevant Medical Staff Departments, the Medical Executive Committee, and the Board. Any such proceedings are deemed protected by provisions of Section 3 of this Article.

Section 2. Confidentiality and Reporting.

Confidential Information and Materials. Actions taken and recommendations made pursuant to the Bylaws shall be treated as confidential in accordance with applicable legal requirements and such policies regarding confidentiality as may be adopted by the Medical Executive Committee and the Board. All documents, applications, records and other information collected or generated in connection with and/or as a result of professional review activities shall be confidential and shall not be disclosed for any purpose except as provided by law or these Bylaws.
Confidentiality Covenant. Each individual or committee member participating in such review activities shall agree to make no disclosures of any such information except as authorized, in writing, by the Chief Executive Officer or by legal counsel to the Hospital, or as required by subpoena after the Hospital has been given notice and opportunity to object to the disclosure.� Notwithstanding the foregoing, reports of actions taken pursuant to these Bylaws shall be made by the Chief Executive Officer to such governmental agencies or other entities as may be required by law.
Sanction for Breach. Any intentional breach of confidentiality by an individual or committee member may result in a professional review action, and/or may result in application to a court of law for injunctive relief.

Section 3. Peer Review Protection. All minutes, reports, recommendations, communications, application forms, and actions made or taken pursuant to any part of these Bylaws are deemed to be covered by the provisions of 735 ILCS 5/8-2001, 735 ILCS 5/8-2002, 210 ILCS 85/10.2, 225 ILCS 60/5 or the corresponding provisions of any subsequent federal or state statute providing protection to peer review or related activities. Furthermore, the committees and/or panels charged with making reports, findings, recommendations or investigations pursuant to any part of these Bylaws shall be considered to be acting on behalf of the Hospital and its Board when engaged in such professional review activities and thus shall be deemed to be "professional review bodies" as that term is defined in the Health Care Quality Improvement Act of 1986.

Section 4. Incomplete Records. Medical Records will be completed in a timely fashion.� The Medical Executive Committee will develop a Medical Record Completion Policy.� It will be reviewed on an as needed basis.� Nothing in the Policy shall preclude the use of a fining system.

ARTICLE XVI

INDEMNIFICATION FOR ADMINISTRATIVE DUTIES

Section 1. Indemnity and Hold Harmless. In consideration of Members acting as an Officer, Department Chief or Assistant Department Chief, or as a Medical Staff or Hospital committee Member or other members appointed by the Hospital or the Medical Executive Committee to perform administrative duties, the Hospital shall indemnify and hold harmless any Member who is or becomes a party or is threatened to be made a party in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she performs or performed duties as an officer, Department Chief, Assistant Chief, committee member or was appointed by the Hospital to perform administrative duties. Such indemnification includes, without limitation, indemnification against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Member in connection with the defense or settlement of such action, suit or proceeding.

Section 2. Exceptions to Indemnification. No indemnification shall be provided for intentional acts of a criminal nature or of a nature that would be deemed willful misconduct or gross negligence, nor shall indemnification be provided for acts of simple negligence unless the person to be indemnified acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Hospital. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did or did not act in good faith or in a manner reasonably believed to be in or not opposed to the best interest of the Hospital, and with respect to any criminal action or proceeding, that such person had or did not have reasonable cause to believe that his or her conduct was unlawful. Notwithstanding the foregoing, indemnification may be provided if the court in which an action or suit is brought shall determine upon application that in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 3. Professional Liability. Notwithstanding anything herein to the contrary, officers, Department Chiefs, committee members and other Members performing administrative duties shall be personally and fully liable and accountable, and no indemnification shall be provided, for any negligent or wrongful act or misconduct committed by him or her in connection with patient treatment and other professional services which he or she may personally perform or supervise.

Section 4. Reimbursement Determination. Any indemnification under this Section 4 (unless ordered by a court) shall be made only as authorized in the specific case upon a determination by the Board that indemnification is proper under the standards set forth herein.

Section 5. Non-exclusive Right. The indemnification provided by this Article XVI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement or otherwise, both as to actions taken in an official capacity and as to actions taken in another capacity while holding such office, and shall continue as to a person who has ceased to be an officer, Department Chief, Assistant Department Chief or as a Medical Staff or Hospital committee member or otherwise performed administrative services, and shall inure to the benefit of the heirs, executors and administrators of such indemnified person.

ARTICLE XVII

MEDICAL STAFF REPRESENTATIVES

Section 1. Qualifications of Representatives. Only those Members of the Attending Staff who satisfy each of the following criteria shall be eligible to serve as Medical Staff Representatives:

Good Standing. Medical Staff Representatives must be and remain Voting Members in good standing at all times during their term of office. Failure to maintain such status shall immediately create a vacancy in the office involved.
No Pending Professional Review Actions. Medical Staff Representatives may not have Adverse Decisions or Adverse Actions pending against their Medical Staff Membership or Clinical Privileges.
Medical Staff Participation. Medical Staff Representatives must have constructively participated in Medical Staff affairs, including peer review activities.
Committee Participation. Medical Staff Representatives must have actively served on at least two (2) Medical Staff committees.
Loyalty. Medical Staff Representatives must be willing to discharge faithfully the duties and responsibilities of the position to which they are elected or appointed representing the Medical Staff's general best interest.
Knowledge. Medical Staff Representatives must be knowledgeable concerning the duties of their position.
Skills. Medical Staff Representatives must possess written and oral communication skills.
Amiability. Medical Staff Representatives must possess and have demonstrated ability for harmonious interpersonal relationships.
Hospital Involvement. Medical Staff Representatives must have demonstrated a commitment to and utilization of the Hospital.
Business or Facility Conflict. During their term, Medical Staff Representatives may not serve as a Board member or corporate officer of another health care institution, or any independent physician organization, physician hospital organization or other managed care organization. Medical Staff Representatives may not serve in comparable positions for a medical or professional staff at another hospital or ambulatory surgical center during their term. Failure to refrain from accepting any such positions shall immediately create a vacancy in the office involved.

Each Medical Staff Representatives must possess the above qualifications when nominated or appointed and maintain such qualifications during his or her term.

Section 2. President of the Medical Staff. The President shall:

Act as the chief medical officer of the Hospital, in coordination with the Chief Executive Officer in matters of mutual concern involving the Hospital;
Call, preside at and be responsible for the agenda of all general meetings of the Medical Staff;
Appoint committee chairmen and members, in accordance with the provisions of these Bylaws, to all standing and special Medical Staff committees except the Medical Executive Committee;
Serve as Chairman of the Medical Executive Committee;
Serve as ex officio member, without vote, on all Medical Staff committees other than the Medical Executive Committee;
Attend Board of Directors meetings as an ex officio member with vote; report on the activities of the Medical Staff to the Board and to the Chief Executive Officer; and represent the views, policies, needs and grievances of the Medical Staff;
Promote the best interests of the Medical Staff and protect and defend the Medical Staff in the press, with the community and before licensing and accrediting agencies;
Provide day-to-day liaison on medical matters with the Chief Executive Officer and the Board;
Receive and interpret the plans and policies of the Board to the Medical Staff and report to the Board on the performance and maintenance of quality with respect to the delegated responsibility of the Medical Staff to provide medical care;
Be responsible for the enforcement of these Bylaws and the Rules and Regulations and the implementation of sanctions where they are indicated.

Section 3. Vice President of the Medical Staff. The Vice President shall:

Assume all the duties and have the authority of the President in the event of the President's temporary inability to perform due to illness, absence from the community or unavailability for any other reason;
Serve on the Medical Executive Committee;
Automatically succeed the President, should the office of President become vacated for any reason during the President's term of office;
Perform such duties as are assigned by the President;
Be allowed to attend Board of Directors meetings with voice, but not vote.

Section 4. Secretary-Treasurer. The Secretary-Treasurer shall:

Serve on the Medical Executive Committee;
Automatically succeed the Vice President, should the office of Vice President become vacated for any reason during the Vice President's term of office;
Cause to be kept accurate and complete minutes of all Medical Executive Committee and Medical Staff meetings;
Call Medical Staff meetings on order of the President and record attendance;
Attend to all correspondence and perform such other duties as ordinarily pertain to the office of Secretary;
Notify all officers of the Medical Staff of their election and notify all Chairpersons and members of Medical Staff committees of their appointment and the purpose for which the committee was appointed;
Send notices of all meetings before the appointed time, stating in the notices the nature of the business for which the meeting was called;
Collect Medical Staff dues and make disbursements authorized by the Medical Executive Committee or its designee;
Keep correct and complete books and records on Medical Staff funds.
Attend Board of Directors meetings with voice, but not vote.

Section 5. Immediate Past President. The Immediate Past President shall:

Serve with vote on the Medical Executive Committee;
Attend Board of Directors meetings as an ex officio member with vote; represent and promote the views and decisions of the Medical Staff and Medical Executive Committee, including minority opinions and views, to the Board and Chief Executive Officer on matters of Hospital policy, planning, operations, governance, and relationships with external licensing or accrediting bodies;
Together with the President, conduct an orientation meeting for the new officers, Medical Executive Committee members, Department Chiefs and members of the Board of Directors;
Assist on a continuing basis in the governance of the Medical Staff so as to maintain continuity of management;
Assist in the enforcement of these Bylaws and the Medical Staff Rules and Regulations;
Perform such additional or special duties as shall be assigned by the President, the Medical Executive Committee or the Board.

Section 6. Election of Officers. The officers of the Medical Staff are the President, the Vice President and the Secretary-Treasurer.

Qualifications. In addition to the general qualifications set forth in Section 1 of this Article, each officer must satisfy the qualifications for Medical Executive Committee membership provided in Article XXII Section 4, must have been a Member on the Attending Staff for a period of at least five (5) years at the time of nomination, must remain a Voting Member on the Attending Staff in good standing during the term of office, must be assigned to a Clinical Department, and must willingly and faithfully discharge the duties of the office held. Officers must be recognized for their high level of clinical competence.
Term of Office and Succession Method.� The term of office for the Medical Staff Officers shall be for two (2) years, commencing at the Annual Staff Meeting at which the Officers are inaugurated.� No President shall serve for more than thirty-six (36) consecutive months nor more than two (2) full terms as President of the Medical Staff.� The Vice President shall succeed the President and Secretary-Treasurer shall succeed the Vice President.� If the President chooses to serve for only one (1) year, he or she shall notify the Medical Executive Committee in sufficient time to allow election of a new Secretary-Treasurer at the next Annual Staff Meeting of the Medical Staff.�
Nominations. The Nominating Committee must prepare a list of recommended nominee(s) for the office of Secretary-Treasurer.� The nomination list shall be posted at least thirty (30) days prior to the Quarterly Medical Staff meeting preceding the Annual Staff Meeting at which time additional nominations from the floor shall be accepted. �The Medical Staff Officers shall be elected from amongst these nominees. Those nominated must be qualified and agree to have their name placed in nomination and to serve if elected.
Disclosures. All nominees must file with the VPMA a statement of economic interest listing all health care providers on which the nominee serves as an officer or director or in which the nominee has a financial relationship as an owner or from which the nominee receives incentive based compensation.
Voting. The Secretary-Treasurer shall be elected at the Annual Staff Meeting of the Medical Staff.� Proxy votes will not be accepted.� The official ballot shall designate in writing the nominees who are offered.� Voting shall be by secret ballot and election shall be by majority vote.� A candidate who receives a majority vote of those Members eligible to vote and present at the meeting at the time the vote is taken shall be elected.� When there are three (3) or more nominees for an office and no candidate receives a majority vote, the name of the nominee receiving the fewest votes will be omitted from each successive ballot until a majority vote is obtained by one (1) nominee.
Tellers. Four (4) Members named by the President may serve as tellers.� The procedure to be followed in the counting of the ballots shall be determined by the tellers.
Inauguration. The President will be inaugurated after the vote at the Annual Staff Meeting.

Section 7. Removal of Officers.

Removal For Cause.� Failure to maintain the Business or Facility Conflict qualification set forth in Section 1 of this Article XVII shall result in automatic and immediate removal from office. Failure to maintain other qualifications set forth in Section 1 of this Article XVII or failure to discharge the duties of office set forth in Sections 2, 3, 4 and 5 of this Article XVII shall create a vacancy in the office involved upon a majority vote by secret ballot of the Members eligible and qualified to vote for Medical Staff officers, such vote being taken at a special Medical Staff meeting called for that purpose. The issues involved shall be set forth in the agenda and the officer shall be afforded the opportunity to speak prior to the taking of any vote on such removal.
Removal for Incapacity.� The Medical Executive Committee, by a three fourths vote, may remove any Medical Staff officer if the officer is suffering from a physical or mental infirmity that renders the individual incapable of fulfilling the duties of that office even after reasonable accommodation.
Removal Without Cause.� A Medical Staff officer may be removed from office without cause if the Medical Executive Committee, by a two thirds vote, no longer believes the officer has the confidence of the Medical Staff. Notice of the Medical Executive Committee meeting at which such action shall be discussed must be given in writing to such officer at least ten (10) days prior to the date of the meeting. If approved by a two thirds vote of the Medical Executive Committee, the removal of a Medical Staff officer must be ratified by a two thirds vote by secret ballot of the Members eligible and qualified to vote for Medical Staff officers, such vote being taken at a special meeting called for that purpose. The issues involved shall be set forth in the agenda and the officer shall be afforded the opportunity to speak prior to the taking of any vote on such removal.

Section 8. Vacancies in Office. If there is a vacancy in the office of the President or the Vice President, the successor to that office shall assume the duties and authority of the office for the remainder of the unexpired term. If there is a vacancy in the office of the Secretary-Treasurer prior to the expiration of his term, the nomination and election process for Secretary-Treasurer may commence as soon as is practicable. If there is a vacancy in any other office, the Medical Executive Committee shall appoint a Member possessing the qualifications set forth in Section 6 of this Article XVII to serve for only the remainder of the unexpired term.

Section 9. Relationship of the Board of Directors and Officers.

Board of Directors. The Board is the Governing Body of the Hospital and is responsible for formulation of the policies governing the operation of the Hospital.
Chief Executive Officer. The Chief Executive Officer is the primary representative of the Board and is responsible to it for carrying out the above policies. The Chief Executive Officer of the Hospital or his designee(s) will be an ex officio member of all standing committees of the Medical Staff and on such other committees as the chairman of the committee may request participation, excluding in all cases the Nominating Committee. The Chief Executive Officer shall have the responsibility to advise the President and Medical Executive Committee of Hospital and Hospital Affiliate activities, policies, objectives and concerns relating to the delivery of health care services within the Hospital.
Medical Staff Representation on Board. The President and Immediate Past President will serve as members of the Board of Directors with voting privileges.� The President, who will also be a member of the Executive Committee of the Board, will be responsible for keeping the Board advised regarding significant activities of the Medical Staff, including changes in policy and procedures and implementation of new clinical services.
President and Immediate Past President Fiduciary Duties.� The President and Immediate Past President, in their capacity as members of the Board of Directors, will have a fiduciary duty to the Hospital and shall not disclose any confidential or proprietary information of the Hospital acquired in the performance of their responsibilities as members of the Board.� This fiduciary duty, however, will at all times be qualified in that the President and Immediate Past President are to represent the interests of the Medical Staff in Board determinations of Hospital administration and policy.� The Hospital acknowledges that the primary fiduciary duty of the President and Immediate Past President shall be to the Medical Staff, and the Hospital irrevocably waives the potential conflict.� The President and Immediate Past President may participate in ventures that are competitive with the business of the Hospital.� The President and Immediate Past President shall further have no obligation to present to the Hospital business opportunities which may be competitive with or in the same line of business as the Hospital or any Hospital Affiliate unless the opportunity became known to the President or Immediate Past President in their capacity as members of the Board.� The President and Immediate Past President shall, nevertheless, abstain from any vote on a matter in which they may have a perceived conflict of interest and may be excused from that portion of a meeting of the Board of Directors in which proprietary or confidential information relating to a competing business venture is discussed.

Section 10. Compensation for Medical Staff Representatives. Medical Staff officers, Department Chiefs and committee chairs may be paid compensation from Medical Staff funds for performing the duties of their office. The Medical Executive Committee shall determine which positions shall receive compensation and shall establish performance standards and other factors to be utilized in determining the amount of compensation, if any, to be paid to the various Medical Staff Representatives. All performance standards and factors must be reviewed and ratified every six (6) months for compensation to be paid over the succeeding six (6) months. No Medical Staff Representative shall be given a commitment for any specific level of compensation for a period of more than six (6) months.

Section 11. Records, Contracts, Loans, Checks and Deposits.

Records. All Members shall have the right to examine and copy, at his or her own expense, in person or by agent, at any reasonable time or times, the Medical Staff's books, records of account, minutes, and other documents and contracts on file with the Medical Staff but only for a proper purpose and only consistent with the privacy and confidentiality provisions of applicable law regarding the privileged nature of Minutes of Medical Staff committees. In order to exercise this right, a Member must make written demand upon the Secretary-Treasurer stating with particularity the records sought to be examined and the purpose thereof.
Contracts. The Medical Executive Committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Medical Staff, and such authority may be general or confined to specific instances.
Loans. No loans shall be contracted on behalf of the Medical Staff and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Medical Executive Committee. Such authority may be general or confined to specific instances.
Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Medical Staff shall be requested in writing by at least two Medical Staff Officers.
Deposits. All funds of the Medical Staff shall be deposited from time to time to the credit of the Medical Staff in such banks, trust companies or other depositaries as the Medical Executive Committee may approve.

ARTICLE XVIII

MEETINGS OF THE MEDICAL STAFF

Section 1. Annual Staff Meeting. The last regular Medical Staff meeting before the end of the Medical Staff Year shall be the Annual Staff Meeting at which officers and any members at large of the Medical Executive Committee for the ensuing year shall be elected and the Medical Staff officers inaugurated.

Section 2. Regular Staff Meetings. The Medical Staff shall hold quarterly meetings on dates set at the beginning of the Medical Staff Year by the President, for the purpose of reviewing and evaluating Departmental and committee reports and recommendations, and to act on any other matters placed on the agenda by the President. One of these meetings shall be the Annual Staff Meeting.

Section 3. Special Staff Meetings. Special meetings of the Medical Staff may be called at any time by the President, a majority of the Medical Executive Committee, or a petition signed by not less than fifteen percent (15%) of the Attending Staff.

Section 4. Balloting by Mail. In the event that it is necessary for the Medical Staff to act on a question without being able to meet, the Attending Staff may be presented with the question by mail and their votes returned to the President by mail. Such a vote shall be valid so long as the question is voted on by a majority of the Medical Staff eligible to vote. The closing date for voting by mail shall not be greater than thirty (30) days after the mailing of the ballots.

Section 5. Record Date. The record date for determining eligibility to vote shall be the date of the meeting or mailing of the ballots depending on the voting method used.

Section 6. Quorum. The presence in person of one half (1/2) of the Membership eligible to vote is required to constitute a quorum of the Medical Staff. Business may be conducted without a quorum, but in no event with less than twenty percent (20%) of the voting members, unless or until there is a Call For Quorum by any Member, said call always being in order. Business conducted without a quorum shall be subject to Motion To Reconsider, such motion allowed by any voting member regardless of prior vote, at the next regular or special Medical Staff meeting where a quorum is present.

Section 7. Proxies��In matters requiring the proportional vote of all the Medical Staff Members entitled to vote, Members may vote by proxy and the proxies held at the meeting shall be counted towards establishing a quorum. Each Member entitled to vote on the matter may authorize another Member entitled to vote to act for him or her by proxy at such meeting, but no such proxy shall be valid beyond the specific votes for which it is given. Such proxy must be in writing and executed by the Member and shall be effective upon authentication by the Secretary-Treasurer and delivery by the person acting in his or her stead at the Medical Staff meeting.

Section 8. Agenda. The agenda at any regular or special Medical Staff meeting and its conduct shall be set by the President except as provided to the contrary in these Bylaws. A copy of the Agenda for any quarterly Medical Staff meeting shall be posted so Members may have advance notice of the meeting and agenda. A copy of the Agenda for any special Medical Staff meeting shall be mailed to all Members at least five (5) business days in advance of the meeting. The Medical Staff may act on any matter brought before the Medical Staff at a regular meeting but may only act on items listed on the Agenda at special meetings.

ARTICLE XIX

DEPARTMENT AND COMMITTEE MEETINGS

Section 1. Department Meetings. Members of each Department shall meet as a Department at least quarterly (but may meet more often if so desired) at a time set by the Department Chief to review and evaluate the clinical work of the Department, to consider the findings of ongoing quality assessment, monitoring and evaluation activities, and to discuss any other matters concerning the Department. The agenda for the meeting and its general conduct shall be set by the Department Chief. Each Department shall maintain a permanent record of its findings, proceedings and actions, and shall make a written report thereof, after each meeting, to the Medical Executive Committee and the Chief Executive Officer.

Section 2. Committee Meetings. All committees shall meet at least quarterly, unless otherwise specified, at a time set by the chairman of the committee. The agenda for the meeting and its general conduct shall be set by the chairman. Each committee shall maintain a permanent record of its findings, proceedings and actions, and shall make a report thereof, after each meeting to the Medical Executive Committee and the Chief Executive Officer.

Section 3. Special Department and Committee Meetings. A special meeting of any Department or committee may be called by or at the request of the appropriate Chief or chairman, the President of the Medical Staff or by a petition signed by not less than fifteen percent (15%) of the voting members of the Department or committee.

Section 4. Quorum. The presence of a majority of the total membership of the Department or committee eligible to vote at any regular or special meeting, but in no event less than two (2) members, shall constitute a quorum. Business may be conducted without a quorum, but in no event with less than three (2) voting members, unless or until there is a Call For Quorum by any attendee, said call always being in order. Business conducted without a quorum shall be subject to Motion To Reconsider, such motion allowed by any voting member regardless of prior vote, at the next regular or special Department or committee meeting where a quorum is present.

ARTICLE XX

PROVISIONS COMMON TO ALL MEETINGS

Section 1. Notice of Meetings. Notice of all meetings of the Medical Staff and regular meetings of Departments and committees shall be posted on the Medical Staff bulletin board and delivered to each Member at his or her Medical Staff mailbox or by mail at least ten (10) days in advance of any regular meeting and at least five (5) working days in advance of any special meeting. Such notice shall state the date, time and place of the meeting. When mailed, the notice shall be deemed delivered when deposited, postage prepaid, in the United States mail addressed to each Member at his/her address as it appears on the records of the Hospital. Members may elect to have notices delivered via e-mail by furnishing a valid e-mail address for that purpose to the Medical Staff. Such posting and mailing shall be deemed to constitute actual notice to the persons concerned. The attendance of any individual at any meeting shall constitute a waiver of that individual's notice of said meeting.

Section 2. Attendance Requirements.

General Attendance Requirements. Each Attending, Associate Attending and Associate Staff appointee shall be required to attend in person at least fifty percent (50%) of all regular Medical Staff and Departmental meetings and twenty five percent (25%) of applicable regular committee meetings in each Medical Staff Year, with a minimum of two Department meetings each Medical Staff Year. Members are encouraged to attend all regular meetings.
Sanction for Neglecting Meeting Requirements. Failure to meet the foregoing attendance requirements will cause an Attending Member to lose all voting rights and eligibility to serve as a Medical Staff Representative until such time as the attendance requirements are fulfilled and may constitute grounds to demote a Member to the next lower category of the Medical Staff as provided in Article XI Section 3.� Individual attendance may be tabulated over the twelve (12) months immediately prior to any meeting.
Mandatory Attendance. Any individual whose clinical work is scheduled for special discussion at a Departmental meeting or committee meeting of a Department shall be notified that his/her attendance is mandatory. The Department Chief shall give the individual advance written notice of the time and place of the meeting at which attendance is expected. If the individual makes a timely request for postponement, supported by an adequate showing that the absence will be unavoidable, the discussion may be postponed by the Department Chief (or by the Medical Executive Committee if the Department Chief is the individual involved) until not later than the next regularly scheduled meeting. Otherwise, the pertinent clinical information shall be presented and discussed as scheduled.
Special Conference Attendance. Whenever a special conference is scheduled to discuss an apparent or suspected deviation from standard clinical practice involving any Member, the appropriate Department Chief shall notify the individual that the he or she is required to attend a special conference to consider the matter. The conference shall be held with the Department Chief and/or a committee of the Medical Staff. The notice to the Member regarding this conference shall be given by certified mail, return receipt requested, at least five (5) business days prior to the conference and shall inform the Member that attendance at the conference is mandatory.
Sanction for Absence from Mandatory Meeting. The failure of any Member to attend a meeting or conference to which notice was given that attendance was mandatory shall be reported to the Medical Executive Committee. Unless excused by the Medical Executive Committee upon showing of good cause, such failure may constitute voluntary relinquishment of all or such portion of the Member's admitting privileges as the Medical Executive Committee may direct. Such failure may also result in the Automatic Suspension of the Member under Article XI of these Bylaws. Such relinquishment shall remain in effect until the Member makes the required appearance or the suspension is lifted, whichever is earlier.
Attendance by Members of Other Staff Categories. Persons appointed to all Staff Categories are encouraged to attend meetings.

Section 3. Rules of Order. Wherever they do not conflict with these Bylaws, the currently revised Robert's Rules of Order shall govern all meetings.

Section 4. Voting. Any individual who, by virtue of position, attends a meeting in more than one (1) capacity shall be entitled to only one (1) vote. The affirmative vote of a majority of attendees entitled to vote at any properly called meeting shall constitute the act of the body unless otherwise provided for in these Bylaws.

Section 5. Conflicts of Interest.

Inquiry. As a matter of procedure, the chairperson of each committee may inquire, prior to any discussion of a matter involving another Member, whether any member has any conflict of interest or bias. The existence of a potential conflict of interest or bias on the part of any committee member may be called to the attention of the chairman by any committee member with knowledge of the matter.� Challenges to any Committee Member based on a potential conflict of interest or bias shall be ruled on by the Committee Chairman.� A challenge to the Committee Chairman based on a potential conflict of interest or bias shall be ruled on by the President.
Abstention. In any instance where a Medical Staff Representative or member of any Medical Staff committee has or reasonably could be perceived to have a conflict of interest or to be biased in any matter involving another Member that comes before such individual, Department or committee, or in any instance where any such individual or such Department or committee member brought the complaint against that Member, such individual or committee member shall not participate in the voting on the matter, and may be excused from any meeting during that time, although that individual or committee member may be asked, and may answer, any questions concerning the matter before leaving. The fact that the Medical Staff Representative or committee member practices the same specialty as the Member being discussed shall not by itself create a conflict of interest requiring abstention. In the event a quorum of the committee cannot be maintained because of conflicts of interest, the President shall appoint additional Members to such committee for the limited purpose of voting on those matters which caused the failure to maintain a quorum. Medical Staff Representatives and committee members shall not be eligible to vote on matters relating individually to their own Medical Staff membership or Clinical Privileges.
Delegation. A Department Chief shall have a duty to delegate review of applications for appointment, reappointment or Clinical Privileges, or other questions that may arise to a Vice Chief or other member of the Department, if the Department Chief has a conflict of interest with the individual under review, or could be reasonably perceived to be biased.

Section 6. Minutes. Minutes of each meeting shall be prepared and shall include a record of the attendance of members, the recommendations made and the votes taken on each matter. Subject to approval, the minutes shall be signed by the presiding officer and copies thereof shall be promptly forwarded to the Medical Executive Committee and, at the same time, to the Chief Executive Officer and certain committees as specified elsewhere in these Bylaws. A permanent file of the minutes of each meeting shall be maintained by the Hospital.

ARTICLE XXI

DEPARTMENTS

Section 1. List of Departments. The Medical Staff shall be divided into two types of departments; Clinical Departments and Hospital Departments.

A. Clinical Departments. The following Clinical Departments are established. Additional Clinical Departments, as required from time to time, may be established by the Board upon recommendation of the Medical Executive Committee and Amendment of this Section.

i. Dentistry

ii. Family Practice

iii. Medicine

iv. Obstetrics and Gynecology

v. Pediatrics

vi. Surgery

B. Hospital Departments. Hospital Departments shall be comprised of Practitioners who share a common specialty or subspecialty as defined by the Board Certificate(s) cited by said Practitioners to satisfy the Certification Requirement specified in Article IV Section 2, and who provide Clinical Services under an exclusive contract or employment relationship with the Hospital.� Hospital Departments, as required from time to time, may be established by the Board upon recommendation of the Medical Executive Committee.� A list of Hospital Departments that reflects the current practice in the Hospital shall be included in the Policy Manual.

C. Divisions. Various Departments may be divided into Divisions which generally shall be professionally recognized specialty or subspecialty fields. In order for a Division to exist, there shall be a significant number of Practitioners actively engaged primarily in that area and available to participate in accomplishing functions assigned to the Division by the Department. The level of clinical activity in a Division must be substantial enough to warrant imposing a responsibility on the Division to accomplish functions on a routine basis and divisional meetings may replace departmental meetings at the election of the Department. The above criteria, and such others as may be deemed appropriate, shall be used to determine whether to establish or abolish Divisions. The Medical Executive Committee may recommend establishing or abolishing a Division upon recommendation of the Department or on its own initiative. The Medical Executive Committee's recommendation to establish or abolish a Division shall be transmitted to the Board of Directors for approval.

Section 2. Establishing Criteria for Granting Privileges and Evaluating Care. Each Department shall develop written criteria for the assignment of Clinical Privileges within the Department and each of its Divisions. �These criteria shall be effective when approved by the Medical Executive Committee and the Board. �Criteria for Clinical Privileges within the scope of practice and body of knowledge represented by a Specialty Board Certificate, as determined by the Board, shall be based upon applicable Board Certification criteria provided for in Article IV Section 2.� Clinical Privileges shall be based upon said criteria as well as demonstrated competence, training and experience within the specialties covered by the Department.

Monitoring and Evaluating. Each Department shall monitor and evaluate medical care on a retrospective, concurrent and prospective basis and all major clinical activities of the Department. This monitoring and evaluation must at least include:

The identification and collection of information about important aspects of patient care provided in the Department;
The identification of the indicators used to monitor the quality and appropriateness of the important aspects of care; and
Evaluation of the quality and appropriateness of care.

Establishing Criteria to Evaluate Quality of Care. Each Department shall recommend, subject to approval and adoption by the Medical Executive Committee and Board, objective criteria that reflect current knowledge and clinical experience which shall be used by each Department or by the Hospital's quality improvement program to monitor and evaluate patient care. When important problems in patient care and clinical performance or opportunities to improve care are identified, each Department or Division shall document the actions taken and evaluate the effectiveness of such actions. Each Department shall review, analyze and evaluate clinical practice and establish criteria for review to promote quality assurance as it relates to patient care.
Departmental Sub-Committees. Each Department may establish such sub-committees necessary to review, analyze and evaluate clinical practice and establish criteria for review to promote improvement of clinical performance and medical care in the specialty areas.
Hospital Department Functions. Upon decision of the Board, recommendation of the Medical Executive Committee or election of the Hospital Department, the credentialing, privileging and medical care evaluation functions of a Hospital Department with limited personnel or unavoidable conflicts of interest may be delegated to a Clinical Department and/or other consultants independent of the Hospital Department Members.

Section 3. Clinical Department Chiefs.

Term. The Chief of a Clinical Department will assume office effective July 1, and will hold office for one (1) year or until he is succeeded by the Assistant Chief.� Notwithstanding the foregoing, a Clinical Department may increase the term of office for its current Chief from one year to two years upon the majority vote of the Attending Members in the Department.
Assistant Chiefs. The Assistant Chief is the Department Chief Elect and shall succeed the Department Chief in office. The Assistant Chief shall assume all the duties and have the authority of the Department Chief in the event of the Department Chief's temporary inability to perform due to illness, absence from the community or unavailability for any other reason. The Assistant Chief of each Clinical Department will be elected at the last regular Clinical Department meeting preceding the expiration of the current Department Chief's term. The Assistant Chief shall assume office effective July 1 and will hold office until advanced to Department Chief. Should the office of Department Chief become vacated for any reason, the Assistant Chief shall serve as Chief for the remainder of the Medical Staff Year before starting his term and electing a new Assistant Chief.
Qualifications. Each Chief and Assistant Chief of a Clinical Department must:

satisfy the qualifications for Medical Staff Representatives set forth in Article XVII Section 1;
be a voting Member in good standing on the Attending Staff of his Department for at least two (2) years;
remain so throughout his or her term of office;
have appropriate certification by a specialty board;
be recognized for his or her clinical ability;
willingly and faithfully discharge the functions of the office;
work with the officers of the Staff, the Chief Executive Officer and the Board;
have demonstrated a commitment to and utilization of the Hospital.

Department Nominating Committee. The Clinical Department Nominating Committee shall consist of the immediate past Clinical Department Chief, the current Clinical Department Chief, the CEO or his designee as an ex officio member but with vote, and two (2) Members of the Clinical Department nominated from the floor at the regular departmental meeting, that is two meetings prior to the annual departmental meeting.� The Clinical Department Nominating Committee shall select and post the name of its recommended nominee for Assistant Chief at least thirty (30) days before the regular departmental meeting which immediately precedes the annual departmental meeting.� The name of the nominee shall be presented to the Clinical Department at the regular departmental meeting, which immediately precedes the annual departmental meeting, at which time additional nominations from the floor shall be accepted.� The Assistant Chief shall be elected from amongst the nominees, by written ballot, at the annual departmental meeting.
Removal. Removal of a Clinical Department Chief or Assistant Chief during a term of office may be effected at a special meeting called for that purpose by a two thirds (2/3) vote, taken by secret ballot, of all voting Members of the Clinical Department and the approval of the Clinical Department's action by a majority of the Medical Executive Committee. The Clinical Department Chief or Assistant Chief shall have the right to appear at the special meeting and speak against the proposal prior to the taking of any vote on removal. Failure to perform the duties of the position held in a timely and appropriate manner as provided in these Bylaws and failure to continuously satisfy the qualifications of the position are the permissible bases for removal. Removal of a Clinical Department Chief or Assistant Chief shall not be considered an Adverse Action or Adverse Decision and shall not entitle the affected Member rights under the Fair Hearing Plan.

Section 4. Hospital Department Chiefs.

The Chief of each Hospital Department shall be an appointee to the Medical Staff who possess the qualifications set forth in Article IV of these Bylaws.

The chiefs of the Hospital Departments, who sometimes may be called Medical Director's pursuant to contracts with the Hospital shall be appointed by the Board, after seeking and taking into account the recommendation of the Medical Executive Committee. Chiefs of Hospital Departments will hold office at the pleasure of the Board. Their Medical Staff status will be determined in accordance with the provisions of these Bylaws but such status may be limited by their contract with the Hospital.

Section 5. Functions of Department Chiefs. Each Department Chief shall:

Be responsible for administrative activities within the Department;
Be responsible for all clinically related activities of the Department;
Be an ex officio, non-voting member of the Medical Executive Committee;
Recommend Clinical Privileges for each member of the Department;
Recommend sufficient number of qualified and competent individuals to provide care/clinical services after consulting with appropriate committees;
Recommend to the Medical Staff the criteria for Clinical Privileges in the Department;
Assist the Hospital, in accordance with the provisions of these Bylaws, with respect to the granting of locum tenens privileges within the Department, and with the evaluation of requests for temporary privileges;
Be responsible for enforcement within the Department of the Hospital policies and Bylaws and the Medical Staff Bylaws, policies, Rules and Regulations;
Be responsible for implementation within the Department of actions taken by the Board and the Medical Executive Committee;
Be responsible for the establishment and implementation of any teaching, education and research programs in the Department;
Report and recommend to Hospital management when necessary with respect to matters affecting patient care in the Department, including personnel, supplies, special regulations, standing orders and techniques;
Participate with the Hospital management in the preparation of annual reports and such budget planning pertaining to the Department as may be required by the Chief Executive Officer or the Board, upon recommendation by the Medical Executive Committee, and delegate to the Assistant Chief of the Department such duties as appropriate;
Be responsible personally or through delegation for:

integrating the Department into the organization's primary functions;
coordinating and integrating inter-Departmental and intra-Departmental services;
developing and implementing policies and procedures that guide and support the provision of services;
determining the qualifications and evaluating the competence of Department personnel who provide patient care services;
continuously assessing and improving the delivery of care and services provided, including the professional performance of all individuals in the department who have delineated clinical privileges;
maintaining quality control programs, as appropriate;
orienting and providing in-service training and continuing education of all persons in the Department;
recommending space and other resources needed by the Department;
participating in the selection of sources for needed services not provided by the Department or the organization; and
representing and promoting the views and decisions of the Department, including minority opinions and views, to the Medical Executive Committee on matters relevant to the Department.

ARTICLE XXII

COMMITTEES AND FUNCTIONS

Section 1. Medical Staff Committee Functions. In its role of providing quality patient care, the Medical Staff has multiple functions that it must discharge. Each function should be discharged by the method the Medical Executive Committee deems most effective under the circumstances. The Medical Executive Committee may make provision for the effective performance of the Medical Staff functions specified below, and for such other functions as the Medical Executive Committee shall reasonably require, by delegation to standing committees or to special committees of the Medical Staff created by the Medical Executive Committee. These functions include but are not limited to the following:

To evaluate and establish professional and ethical standards involving members of the Medical Staff.
Coordinate the care provided by Practitioners with the care provided by the nursing and support services and with the activities of other patient care and administrative services.
Conduct, coordinate, and review Quality assessment and monitoring activities, including surgical care, tissue, blood usage, pharmacy and therapeutics, infection control, patient care evaluation and documentation, drug usage reviews, mortality and morbidity and utilization management activities.
Conduct and coordinate the analysis of unexpected occurrences in the delivery of patient care.
Monitor and evaluate care provided in, and develop clinical policy for, special care areas such as intensive or coronary care units, patient care support services such as respiratory therapy, physical medicine, anesthesia, emergency, outpatient home care and ambulatory care services.
Plan for and respond to fire and other disasters, Hospital growth and development, and the provision of services required to meet the needs of the community.
Provide continuing education opportunities responsive to performance improvement, findings, new state of the art developments, and other perceived needs.
Develop and review policies and practices on, and maintain surveillance over, the completeness, timeliness and clinical pertinence of patient medical and related records.
Investigate and develop, monitor and enforce policies and procedures for controlling Hospital acquired infections.
Conduct and monitor radiation safety throughout the Hospital.
Supervise the Hospital's professional library services.
Direct Medical Staff organizational activities, including Medical Staff Bylaws regular review and Medical Staff Officer and committee assignments, working cooperatively and communicating effectively with the Board of Directors and Hospital administration regarding matters within the purview of the Medical Staff
Review and maintain the Medical Staff related aspects of accreditation and other required licenses and certificates.
Conduct, coordinate and act on credentials investigations and recommendations regarding Medical Staff membership, grants of clinical privileges, corrective action, and specified services for Allied Professional Personnel.
Develop appropriate ceremonial activities for the Medical Staff.
Assist impaired physicians.

Section 2. Delegation. The President, with the approval of the Medical Executive Committee, shall assign these functions and delineate the reporting relationship. Such Medical Staff functions may be assigned to a standing or special Medical Staff committee, an interdisciplinary Hospital committee, a Department or Department Chief, a Division or its Chief, a designated individual, or any other person or group of persons as the Medical Executive Committee shall determine to be the most effective method of discharging the functions; provided, however, the following shall be standing committees; Medical Executive, Credentials, and Nominating.

Section 3. Committee Appointments, Reporting, Removals, and Vacancies.

Appointments. All committee members, except those for whom elections or appointments are provided for elsewhere in these Bylaws, shall be appointed by the President as soon as reasonably possible after the President's inauguration and shall serve for a term of one (1) year from the first day of the President's term or until a successor has been appointed; unless otherwise removed.
Reporting. All committees and each Medical Staff entity responsible for an assigned function shall report in a timely fashion to the Medical Executive Committee as required by the Medical Executive Committee.
Removal and Vacancies. A Medical Staff committee member appointed by the President may be removed by the President. Vacancies of any Medical Staff committees shall be filled in the same manner in which original appointments to such committees are made.
Ex Officio Appointments. Committee members designated as ex officio members shall serve with voice but without vote unless otherwise specified herein.

Section 4. Medical Executive Committee.

Composition.

The President shall be chairman of the Medical Executive Committee.
The Medical Executive Committee shall consist of the Officers of the Medical Staff, the most recent past President, nine (9) members elected At Large from the Attending Staff, the Chief of each Clinical and Hospital Based Department and the Chief Executive Officer or his designee. The Department Chiefs and the Chief Executive Officer shall be ex officio members, without vote. A Medical Staff Officer may not serve concurrently as another voting member of the Medical Executive Committee. The election of a Medical Executive Committee At Large member to a Medical Staff Office shall create a vacancy on the Medical Executive Committee.
Medical Executive Committee Officers and At Large members must meet the requirements of Article XVII Section 1, satisfy the other qualifications for Medical Executive Committee membership provided in this Section, be assigned to a Clinical Department, be on the Attending Staff and have demonstrated a commitment to and utilization of the Hospital.� Medical Executive Committee Officers and At Large Members may not have any contract or employment relationship for Clinical Services with, or serve as compensated committee members or in comparable positions for, another hospital, medical or professional staff, or ambulatory medical/surgical center.� Failure to refrain from accepting such positions shall result in automatic removal of the involved member and create an immediate vacancy on the Medical Executive Committee.
Three (3) new at large Medical Executive Committee members shall be elected at the Annual Staff Meeting, each to serve a three (3) year term. Members at large shall not be eligible for a second consecutive term, but may again be eligible to serve after at least one year has elapsed.
The Nominating Committee must prepare a list of recommended nominees for the Medical Executive Committee Members at large and post them at least thirty (30) days prior to the Quarterly Medical Staff meeting preceding the Annual Staff Meeting at which time additional nominations from the floor shall be accepted. Those nominated must agree to have their name placed in nomination and to serve if elected.
The Medical Executive Committee Members at large shall be elected from amongst these nominees by secret ballot and majority vote. The three (3) candidates who receive a majority vote of those Members eligible to vote and present at the meeting at the time the vote is taken shall be elected. When there are four (4) or more nominees and three (3) candidates do not receive a majority vote on the ballot, the name of the nominee receiving the fewest votes will be omitted from each successive ballot until a majority vote is obtained by three (3) nominees.
The Chairman of the Board or his designee may attend meetings of the Medical Executive Committee and participate in its discussions, but without vote.
A vacancy amongst the Medical Executive Committee Members at large shall be immediately referred to the Nominating Committee for resolution as provided for in Section 6 of this Article XXII.

Duties. The duties of the Medical Executive Committee shall be:

to govern, direct and coordinate the Medical Staff organization and its various functions.
to represent and to act on behalf of the Medical Staff in all matters, without requirement of subsequent approval by the Staff, subject only to any limitations imposed by these Bylaws and the Policy Manuals.
to coordinate the activities and general policies of the various Departments.
to receive and to act upon those committee reports as specified in these Bylaws, and to make recommendations concerning them to the Chief Executive Officer and the Board.
to determine and implement policies that affect the Medical Staff.
to serve as a liaison among the Medical Staff, the Chief Executive Officer and the Board.
to keep the Medical Staff abreast of applicable accreditation and regulatory requirements affecting the Hospital.
to enforce Medical Staff rules in the best interest of patient care with regard to persons who hold appointment to the Medical Staff.
to act on situations involving questions of the clinical competence, patient care and treatment, case management, or inappropriate behavior of any Member.
to be responsible to the Board for the implementation of the Hospital's performance improvement plan as it affects the Medical Staff.
to review the Medical Staff Bylaws, Policy Manual, Rules and Regulations, and associated documents of the Medical Staff regularly and recommend such changes as may be necessary or desirable.
to review all information available regarding the performance and clinical competence of persons who hold appointments to the Medical Staff and as a result of such review to make recommendations for reappointments or changes in Clinical Privileges.
to review the credentials of all applicants and to advise the Board on all appointments to the Medical Staff, on assignments to Departments, and on the delineation of Clinical Privileges.
to be responsible for the Medical Staff memberships' compliance with the bylaws, Rules and Regulations and Policy Manual.

Meetings Reports and Recommendations. The Medical Executive Committee shall meet at least once each month or more often if necessary to transact pending business. The Secretary will maintain reports of all meetings, which reports shall include the minutes of the various committees and Departments of the Medical Staff. Copies of all minutes and reports of the Medical Executive Committee shall be transmitted to the Chief Executive Officer routinely as prepared. Decisions of the Medical Executive Committee shall be transmitted to the Board with a copy to the Chief Executive Officer. The President shall be available to meet with the Board or its applicable committee on all decisions and recommendations that the Medical Executive Committee may make. Actions, decisions or recommendations contrary to those of the Board may be referred to the Joint Conference Committee as provided for in Article XIII Section 1.

Section 5. Credentials Committee.

Composition.

Chairman. The Chairman of the Credentials Committee shall be appointed by the President and approved by the Medical Executive Committee for an initial term of three (3) years. The chairman may be reappointed by the action of the President and Medical Executive Committee for a total of two (2) consecutive terms. In order to be eligible for appointment as the Chairman of the Credentials Committee, a Member must have been an Attending Staff appointee for at least ten (10) years and preferably served as an elected Medical Staff Representative.
Members. Three (3) members shall be appointed from each Clinical Department. All members shall be Physicians who have been Attending Staff appointees for at least five (5) years. One third (1/3) of the members of this committee shall be appointed by the President each year. Each member may serve a three (3) year term. In addition, one (1) non-Physician Board member may be appointed by the Chairman of the Board of Directors to serve on this Committee.

Duties. The duties of the Credentials Committee shall be:

to review the credentials of all applicants for initial Medical Staff appointment, to make investigations of and interview such applicants as may be necessary, and to make a written report of its findings and recommendations;
to review the credentials of all applicants for initial Independent or Dependant APP status, to make investigations of and interview such applicants as may be necessary, and to make a written report of its findings and recommendations.

Meetings. The Credentials Committee shall meet as necessary to accomplish its duties, shall maintain a permanent record of its proceedings and actions, and shall report its recommendations to the Medical Executive Committee, the Chief Executive Officer and the Board.

Section 6. Nominating Committee.

Composition. The Nominating Committee will consist of seven (7) members as follows:

The three (3) most recent past Presidents with the senior President acting as the committee chairman.
Three (3) elected members nominated at large from the floor at the Quarterly Medical Staff meeting preceding the Annual Staff Meeting, and elected at the Annual Staff Meeting. They will serve for one (1) year.
The CEO or his designee as an ex officio member but with vote.

Function. At least one (1) month prior to the Quarterly Medical Staff meeting preceding the Annual Staff Meeting, the Nominating Committee will select and post nominees for the Medical Staff Officers pursuant to Article XVII Section 6, and Medical Executive Committee members At Large pursuant to Section 4 of this Article XXII.
Vacancy on the Medical Executive Committee. If a vacancy amongst the Medical Executive Committee At Large members occurs after the Annual Staff Meeting, the Nominating Committee will post its nominee(s) for that vacancy at least one (1) month prior to the nearest possible Quarterly Medical Staff meeting during at which time additional nominees shall be accepted from the floor and a Medical Executive Committee member At Large will be elected by a majority vote as provided for in Section 4 of this Article XXII.
Meetings. The Nominating Committee shall meet annually or as necessary to accomplish its duties and shall maintain a permanent record of its proceeding and action and shall report thereon to the Medical Executive Committee.

ARTICLE XXIII

RULES AND REGULATIONS OF THE MEDICAL STAFF

Section 1. Content. Medical Staff Rules and Regulations, as may be necessary to implement more specifically the general principles of conduct found in these Bylaws, shall be adopted in accordance with this Article. The Rules and Regulations shall establish the standards of practice and conduct that are to be required of each Practitioner exercising Clinical Privileges in the Hospital. They shall address both Medical Staff organizational and operational activities and quality and competency guidelines. The Rules and Regulations shall act as an aid to evaluating a Practitioner's performance.

Section 2. Adoption. The Medical Staff shall adopt such Rules and Regulations as may be necessary to implement more specifically the general principles found within these Bylaws. Such rules and regulations may be adopted, amended or repealed without previous notice at any regular Medical Staff meeting at which a quorum is present, or with notice at any special Medical Staff meeting, by a two thirds (2/3) majority vote of those present and eligible to vote. Rules and Regulations shall become effective when approved by the Board.

Section 3. Department Rules and Regulations. Subject to the approval of the Medical Executive Committee, each Department shall formulate its own rules and regulations for the conduct of its affairs and discharge of its responsibilities. Such rules and regulations shall not be inconsistent with these Bylaws, the general Rules and Regulations of the Medical Staff, and the policies of the Hospital.

Section 4. Policy Manual and Hospital Policies. Policies with a significant effect on the Medical Staff, and approved by both the Medical Executive Committee and the Board, are contained in the Policy Manual. Other Hospital policies involved with the governance of the Hospital shall apply to all Medical Staff and Member activities in the Hospital provided that, if there are concerns with such other policies, the Medical Executive Committee may request, and the Professional Affairs Committee shall thereafter be required to review, the policy in question. If the Professional Affairs Committee determines the policy should be modified, the Hospital shall recommend modifications for the policy in question. Notwithstanding the above, the Medical Executive Committee may not require the Professional Affairs Committee to review and/or modify any policy required by federal, state or local law.

Section 5. Forms. Application forms and any other prescribed forms required by these Bylaws for use in connection with Medical Staff appointment, reappointment, delineation of Clinical Privileges, corrective action, notices, recommendations, reports, and other matters shall be in such form as may be agreed by the Medical Executive Committee and the Board in conformation with applicable state and federal laws.

ARTICLE XXIV

ADOPTION AND AMENDMENT OF BYLAWS

Section 1. Effect Upon Adoption. These Bylaws, together with the appended Rules and Regulations and subordinate Policy Manual, may be adopted at any regular or special meeting of the Medical Staff and, upon acceptance by the Board shall become effective, and shall constitute a repeal of all prior Bylaws, Rules and Regulations and Policies. Each Member shall abide by the Hospital and Medical Staff Bylaws, Rules and Regulations and Policy Manual as adopted and as may be amended from time to time as provided hereunder.

Section 2. Review. These Bylaws, Rules and Regulations and Policy Manual shall be reviewed by, or by a subcommittee of, the Medical Executive Committee regularly and revised when timely and appropriate.

Section 3. Amendment. These Bylaws may be amended at any regular or special meeting of the Medical Staff, provided that proposed amendments have been previously presented and discussed at a regular or special meeting of the Medical Staff held at least thirty (30) days but not more than one hundred and twenty (120) days prior to the Medical Staff meeting at which the amendment will be voted upon.

Section 4. Proposal and Vote. A Bylaws amendment may be proposed by the Medical Executive Committee or the Hospital Board, or proposed in writing by at least twenty percent (20%) of the Attending Staff. In the latter case, the Medical Executive Committee must approve the proposed amendment. If approved by the Medical Executive Committee, the proposed amendment shall be presented to the Medical Staff at its regular meeting or at a special meeting called for such purpose. If not approved by the Medical Executive Committee, a petition signed by at least thirty three percent (33%) of the Members eligible to vote will cause the proposed amendment to be brought to the Medical Staff at its next regular meeting or at a special meeting called for such purpose.

Section 5. Publication. Copies of any proposed amendment to the Bylaws must be published and made available at least four (4) days prior to the Medical Staff meeting at which it is first introduced.

Section 6. Balloting. At the Medical Staff meeting at which the proposed amendment will be voted upon, the proposed amendment will again be open for discussion and if voted upon, Members eligible to vote shall be given a written ballot for them to indicate whether they will vote yes or no on the proposed amendment.

Section 7. Adoption. To be adopted, a proposed amendment shall require a majority vote of all Members of the Medical Staff with a right to cast a vote. Such amendment shall become effective upon acceptance by the Board.

Section 8. Policy Manual Adoption and Amendment. Upon adoption by the Medical Staff, Medical Executive Committee and the Board of Directors, a Policy Manual consistent with these Bylaws will be incorporated by reference, and become a subordinate part of these Medical Staff Bylaws. Once adopted, amendments to the Policy Manual may be approved by either the Medical Executive Committee or the Medical Staff, in either case by a majority vote of all Members eligible to cast a vote. Such amendment shall become effective upon acceptance by the Board.

ARTICLE XXV

MEDICAL STAFF BILL OF RIGHTS

Section 1. Parties Bound. These Bylaws constitute a binding agreement between the Medical Staff, its Members and the Hospital's Board of Directors and Administration. None of these parties shall change, ignore, circumvent or act in a manner contrary to the provisions of these Bylaws without the consent of the other parties.� All activities of the parties pursuant to these Bylaws must also conform to applicable state and federal law.

Section 2. Right to Practice. Each Member with Clinical Privileges has the right to exercise those privileges independently in the care and treatment of any individual with whom said Member has established a doctor-patient relationship. Therefore, neither the Hospital nor the Medical Staff shall take any Adverse Action or otherwise retaliate against physicians for advocating medically appropriate treatment for patients, as determined by the Medical Staff in accordance with these Bylaws. Medical Staff Membership shall not be jeopardized nor shall said right to exercise independent Clinical Privileges be infringed except for conduct, either within or outside the Hospital, which is or is reasonably believed to be detrimental to the quality of patient care or safety or disruptive to the Hospital's operations.

Section 3. Contracts to Practice Medicine. Before the Hospital or any Hospital Affiliate may enter into any contract or employment relationship for Physician or Independent APP Clinical Services within the Hospital's Proximate Service Area which have been provided in said area during the previous twelve months by any Member of a Clinical Department with Clinical Privileges for said Clinical Services, the Hospital must solicit the recommendation of the Medical Executive Committee. Subsequent action contrary to a Medical Executive Committee recommendation shall require a two thirds (2/3) majority vote of all Board Members eligible to vote. No individual shall be entitled to Medical Staff Membership or Clinical Privileges merely by virtue of the fact that such individual is party to such a contract or employment relationship. Any Member party to any contract, excluding provider panel relationships, or employment relationship for Physician or Independent APP Clinical Services with the Hospital or any Hospital Affiliate shall not be eligible to serve as a Medical Staff Representative. Physician recruitment incentives consistent with this section may be allowed in accordance with the Policy Manual.

Section 4. Voluntary Relinquishment and Surrender. Voluntary relinquishment of any Medical Staff Membership or Clinical Privileges shall not of itself jeopardize any individual's remaining Medical Staff Membership or Clinical Privileges. Voluntary relinquishment of Medical Staff Membership or Clinical Privileges may not be unreasonably denied and shall be considered "surrender" only after an Adverse Action or adverse Decision has been recommended by the Medical Executive Committee.

Section 5. Freedom of Information. Each Member of the Medical Staff may not be denied the disclosure of any and all files, records or documents of a professional or personal nature pertaining to said Member in the possession of or available to the Hospital Board of Director or Administration or the Medical Staff and shall receive prompt notification, upon them becoming aware, of the entry of any negative or derogatory information into said files, records or documents. Said Member may review all information in such files, records or documents and append responses when desired. Except as provided by law, release of any information contained in such files, records or documents shall require the signed consent of said Member.

Section 6. Right to Question. Each Member of the Attending Staff has the right to challenge any rule, regulation, policy, recommendation or action, except an Adverse Action against a Member, approved by the Medical Executive Committee through a supporting petition signed by fifteen percent (15%) of the Attending Staff Members. Upon receipt of such a petition, the Medical Staff President shall place it on the agenda of the next regular Medical Executive Committee meeting and invite the representative(s) of the petitioning Members to discuss the issue or schedule a special meeting of the Medical Executive Committee to discuss the issue with the representative(s) of the petitioning Members.

Section 7. Freedom of Assembly. Each Member of the Attending Staff may attend and observe at any meeting of the Medical Executive Committee, except for executive sessions. Any Members may address the Medical Executive Committee at one of its regular meetings for the purpose of discussing a specific issue, provided a written request to be placed on the agenda counter-signed by four (4) members of the Medical Executive Committee is submitted to the President at least one (1) week in advance of such meeting. Each Member of the Attending Staff may call a special meeting of the Medical Staff or said Member's Department through a proposed agenda signed by fifteen percent (15%) of the Attending Medical Staff Members or Attending Staff Department Members respectively, submitted to the Medical Staff President or Department Chairman respectively. Special meetings shall require five (5) days written notice, shall be deemed held only if a quorum has been established and shall adhere to the proposed agenda.

Section 8. Power of the Medical Staff. Each Member of the Attending Staff may review the minutes of any and all standing committees redacting only those portions which must remain confidential to preserve the legal protection of peer review activities afforded the Hospital and Medical Staff by applicable law. Actions, resolutions or recommendations of the Medical Staff passed by a two thirds (2/3) majority vote of all Members with a right to vote shall supersede contrary actions, resolutions or recommendations of the Medical Executive Committee provided the actions, resolutions or recommendations are properly challenged by a petition signed by fifteen percent (15%) of Members with a right to vote within two (2) weeks of the publication of the Medical Executive Committee's said actions, resolutions or recommendations. To the extent they are consistent with these Bylaws and other existing obligations of the Medical Staff, the Medical Executive Committee and Medical Staff officers shall observe, enforce and be bound by policies and directives approved by a majority of Members with a right to vote.

Section 9. Power of Departments. Actions, resolutions or recommendations of a Department shall constitute duly seconded motions at the next regular meeting of the Medical Executive Committee.

Section 10. Authority of This Article. The provisions of this Article, Medical Staff Bill of Rights, are controlling to conflicting policies, rules and regulations, and other provisions of these Bylaws except those other Bylaws provisions that specifically cite their exception to this Article.

End

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