Proposed Medical Staff Bylaws (Attachment No.

1) - Page 1 of 46

Mission Hospital

MEDICAL STAFF
BYLAWS

[Date of Approval]

R&S 3220039_1
 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 2 of 46

MEDICAL STAFF BYLAWS

TABLE OF CONTENTS
PAGE

1. NAME, PURPOSES AND RESPONSIBILITIES ..................................................................................... 1

1.A. NAME .................................................................................................................................. 1
1.B. PURPOSES AND RESPONSIBILITIES...................................................................................... 1
1.C. POWERS AND RESPONSIBILITIES OF THE BOARD OF TRUSTEES ......................................... 2
2. GENERAL .......................................................................................................................................... 4
2.A. GENERAL TERMS ................................................................................................................. 4
2.B. MEDICAL STAFF DUES ......................................................................................................... 4
2.C. ORGANIZED HEALTH CARE ARRANGEMENT ....................................................................... 4
3. CATEGORIES OF THE MEDICAL STAFF ............................................................................................. 5
3.A. ACTIVE STAFF ...................................................................................................................... 5
3.A.1. Eligibility ................................................................................................................. 5
3.A.2. Prerogatives ........................................................................................................... 6
3.A.3. Responsibilities ...................................................................................................... 6
3.B. ASSOCIATE STAFF ................................................................................................................ 7
3.B.1. Eligibility ................................................................................................................ 7
3.B.2. Prerogatives and Responsibilities .......................................................................... 7
3.C. AMBULATORY STAFF........................................................................................................... 8
3.C.1. Qualifications ......................................................................................................... 8
3.C.2. Prerogatives and Responsibilities .......................................................................... 8
3.D. HONORARY RECOGNITION ................................................................................................. 9
3.D.1. Qualifications ......................................................................................................... 9
3.D.2. Prerogatives and Responsibilities .......................................................................... 9
3.E. ADVANCED PRACTICE PROFESSIONALS .............................................................................. 9
3.E.1. Qualifications ......................................................................................................... 9
3.E.2. Prerogatives and Responsibilities ........................................................................ 10
4. OFFICERS ........................................................................................................................................ 11
4.A. DESIGNATION.................................................................................................................... 11
4.B. ELIGIBILITY CRITERIA ......................................................................................................... 11
4.C. DUTIES............................................................................................................................... 12
4.C.1. Chief of Staff ........................................................................................................ 12
4.C.2. Vice Chief of Staff/Secretary-Treasurer ............................................................... 12
4.C.3. Immediate Past Chief of Staff .............................................................................. 13
4.D. NOMINATION AND ELECTION PROCESS ........................................................................... 13
4.D.1. Nominating Process ............................................................................................. 13
4.D.2. Election ................................................................................................................ 13
4.E. TERM OF OFFICE, VACANCIES AND REMOVAL ................................................................. 14
4.E.1. Term of Office ...................................................................................................... 14
4.E.2. Vacancies ............................................................................................................. 14
4.E.3. Removal ............................................................................................................... 15
4.E.4. Resignation .......................................................................................................... 15
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5. CLINICAL DEPARTMENTS............................................................................................................... 17
5.A. ORGANIZATION ................................................................................................................. 17
5.A.1. Organization of Departments and Divisions ........................................................ 17
5.A.2. Assignment to Departments ................................................................................ 17
5.A.3. Functions of Departments ................................................................................... 17
5.B. DEPARTMENT CHAIRPERSONS AND VICE CHAIRPERSONS ............................................... 19
5.B.1. Qualifications ....................................................................................................... 19
5.B.2. Selection and Term of Department Chairpersons
and Vice Chairpersons ......................................................................................... 19
5.B.3. Duties of Department Chairpersons .................................................................... 20
5.B.4. Removal of Department Chairpersons and Vice Chairpersons ........................... 21
5.C. DIVISIONS .......................................................................................................................... 22
5.C.1. Qualifications, Selection, and Removal of Division Leads ................................... 22
5.C.2. Duties of Division Lead......................................................................................... 22
5.C.3. Functions of Divisions .......................................................................................... 23
6. MEDICAL STAFF COMMITTEES ...................................................................................................... 24
6.A. GENERAL ........................................................................................................................... 24
6.A.1. Appointment ........................................................................................................ 24
6.A.2. Meetings, Reports, and Recommendations ........................................................ 25
6.B. MEDICAL EXECUTIVE COMMITTEE ................................................................................... 25
6.B.1. Composition ......................................................................................................... 25
6.B.2. Duties ................................................................................................................... 25
6.B.3. Meetings .............................................................................................................. 27
6.C. CREATION OF STANDING COMMITTEES AND
SPECIAL TASK FORCES ....................................................................................................... 28
7. MEETINGS ...................................................................................................................................... 29
7.A. GENERAL ........................................................................................................................... 29
7.A.1. Meetings .............................................................................................................. 29
7.A.2. Regular Meetings ................................................................................................. 29
7.A.3. Special Meetings .................................................................................................. 29
7.B. PROVISIONS COMMON TO ALL MEETINGS....................................................................... 30
7.B.1. Prerogatives of the Presiding Officer ................................................................... 30
7.B.2. Notice ................................................................................................................... 30
7.B.3. Quorum and Voting ............................................................................................. 30
7.B.4. Minutes ................................................................................................................ 31
7.B.5. Confidentiality...................................................................................................... 31
7.C. ATTENDANCE/PRESENCE REQUIREMENTS ....................................................................... 32
7.C.1. Regular and Special Meetings .............................................................................. 32
8. BASIC STEPS FOR CREDENTIALING AND PEER REVIEW ................................................................ 33
8.A. QUALIFICATIONS FOR INITIAL OR RENEWED MEDICAL STAFF
MEMBERSHIP AND CLINICAL PRIVILEGES ......................................................................... 33
8.B. INITIAL PROCESS FOR CREDENTIALING AND PRIVILEGING ............................................... 33
8.C. PROCESS FOR CREDENTIALING AND PRIVILEGING ........................................................... 33
8.D. INDICATIONS AND PROCESS FOR AUTOMATIC
RELINQUISHMENT OF MEMBERSHIP AND/OR PRIVILEGES .............................................. 34
8.E. INDICATIONS AND PROCESS FOR
PRECAUTIONARY SUSPENSION OR RESTRICTION ............................................................. 35
8.F. INDICATIONS AND PROCESS FOR
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PROFESSIONAL REVIEW ACTIONS ..................................................................................... 35

8.G. HEARING AND APPEAL PROCESS ...................................................................................... 35
9. AMENDMENTS............................................................................................................................... 37
9.A. MEDICAL STAFF BYLAWS .................................................................................................. 37
9.B. OTHER MEDICAL STAFF DOCUMENTS .............................................................................. 38
9.C. CONFLICT MANAGEMENT PROCESS ................................................................................. 39
9.C.1. Conflicts Between the Medical Staff and
Medical Executive Committee ........................................................................... 39
9.C.2. Conflicts Between the Medical Executive Committee
and Board of Trustees ........................................................................................ 40
10. HISTORY AND PHYSICAL ................................................................................................................ 41
11. ADOPTION ..................................................................................................................................... 43
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ARTICLE 1
NAME, PURPOSES AND RESPONSIBILITIES

1.A. NAME

The name of the Medical Staff shall be the “Mission Hospital Medical Staff.”

1.B. PURPOSES AND RESPONSIBILITIES

The purposes and responsibilities of the Medical Staff are:

(1) to provide a formal organizational structure through which the Medical Staff shall carry
out its responsibilities and govern the professional activities of its Members and other
Practitioners and to provide mechanisms for accountability of the Medical Staff to the
Board of Trustees. These Bylaws, the Credentials Policy, and the Organization Manual
shall reflect the current organization and functions of the Medical Staff;1

(2) to provide patients with the quality of care that is commensurate with acceptable
standards and available resources;

(3) to collaborate with the Hospital in providing for the uniform performance of patient care
processes throughout the Hospital;2

(4) to serve as a primary means for accountability to the Board of Trustees concerning
professional performance of Practitioners and others with Clinical Privileges authorized
to practice at the Hospital with regard to the quality and appropriateness of health care.
This shall be provided through the Hospital Committees and Medical Staff Committees,
as described herein and in the Medical Staff Organization Manual, and through the
Medical Staff Leaders, Administrative Leadership, and other agents/representatives of
the Committees, all of whom implement and participate in the activities related to
evaluating the quality of, cost of, or necessity for health care services, including provider
credentialing, quality assessment, performance improvement, risk management, case
management, utilization review and resource management, and other Hospital and
Medical Staff initiatives to measure and improve performance, pursuant to N.C. Gen. Stat.
§§ 90-21.22A and 131E-76 et seq.,3

(5) to provide mechanisms for recommending to the Board of Trustees the grant of initial
and renewed Medical Staff Membership to qualified Practitioners, and making
recommendations regarding Clinical Privileges for qualified and competent Practitioners;

(6) to provide education that will assist in maintaining patient care standards and encourage
continuous advancement in professional knowledge and skills;

1
MS.01.01.01; LD.01.05.01; 42 C.F.R. §482.22(b)(1); 42 C.F.R. §482.22(c)(3); 42 C.F.R. §482.12(a)(3)
2
LD.04.03.07
3
MS.01.01.01; LD.01.05.01; 42 C.F.R. §482.22(b)(1); 42 C.F.R. §482.22(c)(3)

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(7) to adopt Rules and Regulations for the proper functioning of the Medical Staff, and the
integration and coordination of the Medical Staff with the functions of the Hospital;

(8) to provide a means for communication with regard to issues of mutual concern to the
Medical Staff, Administrative Leadership, and Board of Trustees;4

(9) to participate in identifying community health needs and establishing appropriate

institutional goals;5

(10) to assist the Board of Trustees by conducting Professional Review Activity through
Hospital Committees and Medical Staff Committees, which includes, without limitation,
participation in Professional Practice Evaluation, Focused Professional Practice
Evaluation, Ongoing Professional Practice Evaluation, credentialing, and other activities
related to the functions of Medical Review Committees under North Carolina law,
including quality assessment, performance improvement, and peer review;6

(11) to pursue corrective actions with respect to Practitioners, including participation on the
Investigation, hearing, and appeals processes set forth in the Medical Staff Credentials
Policy, when warranted;

(12) to monitor and enforce compliance with the Medical Staff Governance Documents,
including these Bylaws, and Hospital policies; and

(13) to maintain compliance of the Medical Staff with regard to applicable accreditation
requirements and applicable Federal, State, and local laws and regulations.7

1.C. POWERS AND RESPONSIBILITIES OF THE BOARD OF TRUSTEES

(1) The Hospital is owned and operated by MH Mission Hospital, LLLP (the “Company”). The
Company’s general partner, MH Master, LLC (“MHM”) retains all authority and control
over the business, policies, operations, and assets of the Hospital via MHM’s Board of
Directors. MHM’s Board of Directors is elected by the MHM’s members. The MHM Board
of Directors retains ultimate responsibility for the Hospital’s compliance with all
applicable Federal, State, and local laws and regulations.8 The MHM Board of Directors
has delegated certain duties to the Company’s officers and to the Board of Trustees. The
rights and duties delegated to the Board of Trustees, acting in its capacity as the
authorized agent of the Company and as the governing body of the Hospital, are
described in these Bylaws, the Credentials Policy, the Organization Manual, the Medical
Staff Rules and Regulations, and other Medical Staff policies.9

4
MS.01.01.01; LD.03.04.01
5
LD.02.01.01; LD.04.03.01
6
42 C.F.R. §482.12(a)(5); MS.05.01.01; MS.08.01.01; MS.08.01.03; MS.09.01.01
7
LD.04.01.01
8
42 C.F.R. §482.11; 42 C.F.R. §482.12; LD.04.01.01
9
LD.01.01.01

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(2) The MHM Board of Directors has appointed the Board of Trustees to assist and advise the
Chief Executive Officer, the Company, the MHM Board of Directors, and the Medical Staff.
The primary function of the Board of Trustees shall be to assure that the Hospital and its
Medical Staff provide quality medical care that meets the needs of the community. For
this purpose, the MHM Board of Directors has delegated to the Board of Trustees the
authority to receive and evaluate periodic reports from the Medical Staff and its Leaders,
to make decisions in compliance with the Company’s policies regarding Medical Staff
Membership and the granting of Clinical Privileges, to oversee Professional Review
Activity, including Professional Practice Evaluation, quality assurance, credentialing,
performance improvement, utilization review, risk management, and similar matters
regarding the provision of quality patient care at the Hospital, and to establish policies
regarding such matters.10 All officers, Medical Staff Members, Advanced Practice
Professionals, Hospital employees, non-employees who provide patient care under an
approved scope of practice, and other agents of the Hospital are subject to the control
and direction of, and removal by, the Board of Trustees, which at all times retains
authority to rescind any delegation of authority11. All Practitioners are subject to
termination or modification of their Medical Staff Membership and/or Clinical Privileges
by the Board of Trustees, based on factors deemed relevant by the Board of Trustees.
Actions taken by the Board of Trustees are expected to substantially comply with the
Medical Staff Governance Documents, subject to the Board of Trustee’s retained right to
rescind any delegation of authority and with the understanding that strict compliance is
not required.

(3) In a manner mutually agreeable to the Company and the Board of Trustees, the Board of
Trustees shall report any matters of concern to the Company. Any such matters that are
within the scope of duties of the Board of Trustees, but exceed the scope of their
authority, such as issues related to financial management, can be referred back to the
Company and the MHM Board of Directors.

(4) The Board of Directors, through its officers and the CEO, retains authority for the
Hospital’s business decisions, adherence to HCA Ethics and Compliance Policies, and
financial management, including long-range and short-range planning and budgeting, but
may request the advice of the Board of Trustees on such matters. The Board of Directors
expressly reserves the right to amend, modify, rescind, clarify, or terminate at any time
and without Notice any delegation of authority given to the Board of Trustees and, if
deemed necessary by the Board of Directors, to overrule decisions made by the Board of
Trustees.

10
LD.01.03.01; 42 C.F.R. §482.12(a)
11
10A NCAC 13B .3502(a)(4)

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ARTICLE 2
GENERAL

2.A. GENERAL TERMS

All of the terms set forth in Article 1 (“GENERAL”) of the Medical Staff Credentials Policy apply to
this Policy, including all provisions addressing:

(1) Definitions (for Capitalized terms used in this Policy);

(2) Headings and Footnotes;
(3) Delegation of Administrative and Medical Staff Leadership Functions;
(4) Confidentiality and Peer Review Protection;
(5) Substantial Compliance; and
(6) Indemnification of Practitioners.

2.B. MEDICAL STAFF DUES

(1) Medical Staff dues will be as recommended by the Medical Executive Committee and may
vary by category.

(2) Dues will be payable annually upon request. Failure to pay dues will result in ineligibility
for continued Membership and Clinical Privileges.

(3) Signatories to the Hospital’s Medical Staff account will be the Chief of Staff and Vice Chief
of Staff/Secretary-Treasurer.

2.C. ORGANIZED HEALTH CARE ARRANGEMENT

The Hospital, all Members of the Medical Staff, and other Practitioners shall be considered
members of, and shall participate in, the Hospital’s Organized Health Care Arrangement (“OHCA”)
formed for the purpose of implementing and complying with the Standards for Privacy of
Individually Identifiable Health Information promulgated by the U.S. Department of Health and
Human Services pursuant to the Administrative Simplification provisions of HIPAA. An OHCA is a
clinically integrated care setting in which individuals typically receive health care from more than
one health care provider. An OHCA allows the Hospital to share information with the Practitioners
and the Practitioners’ offices for purposes of payment and practice operations. The patient will
receive one Notice of Privacy Practices during the Hospital’s registration or admissions process,
which shall include information about the Organized Health Care Arrangement with the Medical
Staff, Physicians, Advanced Practice Professionals with Clinical Privileges or practice prerogatives,
and non-employees who provide patient care under an approved scope of practice. All
Practitioners and non-employees with an approved scope of practice agree to comply with the
Hospital’s policies as adopted from time to time regarding the use and disclosure of individually
identifiable health information (“IIHI”) and protected health information (“PHI”), as those terms
are defined by HIPAA or as any similar terms are defined by more stringent state law (collectively,
“IIHI/PHI”).12

12
45 C.F.R. §164.500

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ARTICLE 3
CATEGORIES OF THE MEDICAL STAFF

Only those individuals who satisfy the threshold eligibility criteria and other qualifications and conditions
for Medical Staff Membership, as set forth in the Credentials Policy, are eligible to apply for Membership
in one of the categories listed below. Only those individuals who have been granted Medical Staff
Membership by the Board become Members of the Medical Staff and are eligible to be assigned to a
Medical Staff category. Except as specifically stated herein, with respect to a particular category of
Medical Staff Membership, all Members of the Medical Staff, in any category, must continuously satisfy
the threshold eligibility criteria, and other qualifications and requirements for Membership in the Medical
Staff, as set forth in the Medical Staff Credentials Policy. Failure to do so may result in automatic
relinquishment of Medical Staff Membership and/or Clinical Privileges and/or a determination that the
individual is ineligible to apply for renewal of Membership or Clinical Privileges.

At the time of renewal of Membership, an individual who does not satisfy the requirements for the
Medical Staff category to which he or she was assigned during the prior term of Membership may be
automatically transferred to another staff category that best reflects his or her relationship to the Medical
Staff and the Hospital, if applicable. Transfer to a different Medical Staff category is not a Professional
Review Action and does not give rise to hearing and appeal rights pursuant to these Bylaws or the Medical
Staff Credentials Policy.

As set forth in the Medical Staff Governance Documents, certain types of Clinical Privileges (e.g. temporary
privileges, telemedicine privileges, disaster privileges, Clinical Privileges for Advanced Practice
Professionals) may be granted to Practitioners even if they do not apply to become Members of the
Medical Staff. Further, after consulting with the MEC, the Board may determine that Clinical Privileges
without Medical Staff Membership may be granted to an individual or group or to applicants/Practitioners
within a particular specialty or service, in order to satisfy an operational or community need.

3.A. ACTIVE STAFF

3.A.1. Eligibility:

The Active Staff will consist of Members of the Medical Staff who demonstrate a commitment to
fulfilling Medical Staff functions during the current or previous term of Medical Staff Membership.
To be eligible for assignment to the Active Staff category, an individual must satisfy all of the
following eligibility criteria.

(a) All Active Staff Members must, unless granted a waiver from the threshold criteria related
to on-call responsibilities (through the process for waivers set forth in the Medical Staff
Credentials Policy), agree to, and fulfill, all responsibilities regarding emergency call
(which may include serving on the Emergency Department on-call roster, as well as
responsibility for accepting consult requests and-or unassigned patient care while on call)
for the specialty/specialties in which they have been granted Clinical Privileges;

(b) In addition, Active Staff Members must be Present for at least two general Medical Staff
meetings each year or, alternatively, be Present for one general Medical Staff meeting

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per year (two per Membership cycle) AND complete at least one of the additional
functions listed below (which may be chosen by the Medical Staff Member):

(1) serving as a Medical Staff officer, department chairperson or division lead;

(2) membership on the Board of Trustees;

(3) Medical Staff Committee chairperson;

(4) Medical Staff Committee member;

(5) serving as a proctor to a practitioner under focused Professional Practice

Evaluation;

(6) serving as a Physician advisor or peer reviewer;

(7) serving on a Hospital Committee or team/task group; or

(8) serving as the Medical Director of a Hospital department.

3.A.2. Prerogatives:

Active Staff Members may:

(1) vote in general and special meetings of the Medical Staff and applicable department,
division, and committee meetings; and

(2) hold office, serve on Medical Staff Committees, and serve as department chairperson,
division lead, and committee chairperson.

3.A.3. Responsibilities:

Active Staff Members must assume all the responsibilities of the Active Staff, including:

(1) serving on committees, as requested;

(2) participating in Professional Review Activity, including the Professional Practice

Evaluation and performance improvement processes;

(3) accepting inpatient consultations, when requested; and

(4) serving on the Emergency Department on-call roster for the specialty/specialties in which
they have been granted Clinical Privileges;.

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3.B. ASSOCIATE STAFF

3.B.1. Eligibility:

The Associate Staff shall consist of Members of the Medical Staff who:

(1) are newly appointed to Medical Staff Membership and have not yet met the qualifications
for Active Staff Membership; or

(2) are not actively involved in Medical Staff affairs and not major contributors to the
fulfillment of Medical Staff functions due to practicing primarily at another hospital or
being in a specialty that has a primarily office-based practice;

(3) wish to remain affiliated with the Hospital for consultation, call coverage, referral of
patients or other patient care purposes; and

(4) agree to, and fulfill, all responsibilities regarding emergency call (which may include
serving on the Emergency Department on-call roster, as well as responsibility for
accepting consult requests and-or unassigned patient care while on call) for the
specialty/specialties in which they have been granted Clinical Privileges;

3.B.2. Prerogatives and Responsibilities:

Associate Staff Members:

(1) may be Present for meetings of the Medical Staff and applicable department and division
meetings (without vote) and applicable committee meetings (with vote);

(2) may not hold office or serve as a department chairperson, division lead, or committee
chairperson, unless waived by the Medical Executive Committee and Board;

(3) must cooperate in Professional Review Activity, including the Professional Practice
Evaluation and performance improvement processes; and

(4) may request advancement to the Active Staff category if the Medical Staff activities
required for Active Staff status are completed at any time within a term of Medical Staff
Membership.

(5) unless granted a waiver from the threshold criteria related to on-call responsibilities
(through the process for waivers set forth in the Medical Staff Credentials Policy), must
agree to, and fulfill, all responsibilities regarding emergency call (which may include
serving on the Emergency Department on-call roster, as well as responsibility for
accepting consult requests and-or unassigned patient care while on call) for the
specialty/specialties in which they have been granted Clinical Privileges;

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3.C. AMBULATORY STAFF

3.C.1. Qualifications:

The Ambulatory Staff will consist of Members of the Medical Staff who:

(1) desire to have Medical Staff Membership to satisfy a criterion for participation in a
managed care panel or to pursue professional and educational opportunities, including
continuing medical education, available at the Hospital;

(2) do not intend to establish a clinical practice at this Hospital, are not seeking and will not
be granted Clinical Privileges, and are not subject to Focused Professional Practice
Evaluation and Ongoing Professional Practice Evaluation; and

(3) satisfy the qualifications for Medical Staff Membership set forth in the Credentials Policy,
but are exempt from the qualifications pertaining to Clinical Privileges, such as response
time requirements, coverage, emergency call, clinical activity, DEA registration, and state
controlled substance licenses.

3.C.2. Prerogatives and Responsibilities:

Ambulatory Staff Members:

(1) may be Present for meetings of the Medical Staff and applicable departments and
divisions (without vote);

(2) may serve on committees (with vote);

(3) may not hold office or serve as department chairperson, division lead, or committee
chairperson;

(4) may be Present for educational activities sponsored by the Medical Staff and the Hospital;

(5) may refer patients to Members of the Medical Staff for admission and care;

(6) are encouraged to communicate directly with Active Staff Members about the care of any
patients referred, as well as to visit any such patients and record a courtesy progress note
in the medical record containing relevant information from the patient’s outpatient care;

(7) may review the medical records and test results (via paper or electronic access) for any
patients who are referred;

(8) may perform preoperative history and physical examinations in the office and have those
reports entered into the Hospital’s medical records;

(9) are not granted inpatient or outpatient Clinical Privileges and, therefore, may not admit
patients, attend patients, write orders for inpatients, perform consultations, assist in

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 13 of 46

surgery, or otherwise participate in the management of clinical care to patients at the

Hospital;

(10) may refer patients to the Hospital’s diagnostic facilities and order such tests; and

(11) must pay any fees, dues, and assessments associated with Medical Staff Membership or
the submission of an Application.

3.D. HONORARY RECOGNITION

3.D.1. Qualifications:

(1) Honorary Recognition may be granted to former Members of the Medical Staff who:

(a) have a record of previous long-standing service to the Hospital and have retired
from the active practice of medicine; or

(b) are recognized for outstanding or noteworthy contributions to the medical

sciences.

Individuals who have been granted Honorary Recognition are not Members of the
Medical Staff and are not granted Clinical Privileges, and, therefore, do not need to satisfy
any of the threshold eligibility criteria associated with Membership and Privileges and will
not be subject to Focused Professional Practice Evaluation or Ongoing Professional
Practice Evaluation.

(2) Once an individual is granted Honorary Recognition, that status is ongoing. Honorary
Recognition may be terminated by the Board, with no right to a hearing or appeal.

3.D.2. Prerogatives and Responsibilities:

Individuals who are granted Honorary Recognition may be Present for educational and social
functions of the Hospital and its Medical Staff.

3.E. ADVANCED PRACTICE PROFESSIONALS

3.E.1. Qualifications:

Advanced Practice Professionals are those Practitioners who are listed in Appendix A to the
Credentials Policy. Advanced Practice Professionals are not Medical Staff Members, but are
granted Clinical Privileges and permission to practice at the Hospital under a defined degree of
direction from a Supervising/Collaborating Physician.

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3.E.2. Prerogatives and Responsibilities:

Advanced Practice Professionals:

(1) may be Present for, and participate in, Medical Staff, department, and division meetings
(without vote);

(2) may not hold office or serve as department chairperson, division lead, or committee
chairperson;

(3) may be invited to serve on committees (without vote); and

(4) must cooperate in Professional Review Activity, including the Professional Practice
Evaluation and performance improvement processes.

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ARTICLE 4
OFFICERS

4.A. DESIGNATION

The Medical Staff will have the following officers:

(1) Chief of Staff;

(2) Vice Chief of Staff/Secretary-Treasurer/Chair of Credentials;

(3) Immediate Past Chief of Staff.

4.B. ELIGIBILITY CRITERIA

Only those Members of the Medical Staff who satisfy the following criteria initially and
continuously will be eligible to serve as an officer of the Medical Staff (unless an exception is
recommended by the Medical Executive Committee and approved by the Board).13

They must:

(1) have served on the Active Staff for at least five years or have previous experience as a
Medical Staff leader in another facility;

(2) have no pending adverse recommendations concerning Medical Staff Membership or

Clinical Privileges and be a Member in Good Standing;

(3) not be under investigation by any state or federal agency regarding clinical competence
or professional conduct;

(4) not presently be serving as a Medical Staff officer, board member, or department
chairperson at any other hospital and will not so serve during their terms of office;

(5) be willing to faithfully discharge the duties and responsibilities of the position;

(6) have experience in a leadership position or other involvement in performance

improvement functions for at least two years;

(7) participate in Medical Staff Leadership training as determined by the Medical Executive
Committee;

(8) have demonstrated an ability to work well with others; and

(9) not have a financial relationship (i.e., an ownership or investment interest) with an entity,
other than an Affiliated Entity, that competes with the Hospital. This does not apply to

13
MS.01.01.01; §482.22(b)(3)

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 16 of 46

services provided within a Practitioner’s office and billed under the same provider
number used by the Practitioner.

4.C. DUTIES14

4.C.1. Chief of Staff:

The Chief of Staff will:

(1) act in coordination and cooperation with the Chief Medical Officer, the Chief Executive
Officer, and the Board in matters of mutual concern involving the care of patients in the
Hospital;

(2) represent and communicate the views, policies and needs, and report on the activities, of
the Medical Staff to the Chief Executive Officer, Chief Medical Officer, and the Board;

(3) call, preside at, and be responsible for the agenda of meetings of the Medical Staff and
the Medical Executive Committee;

(4) promote adherence to the Bylaws, policies, manuals, and Rules and Regulations of the
Medical Staff and to the policies and procedures of the Hospital;

(5) appoint ad hoc committees to: (1) assist in the development of Hospital policies and
procedures; and (2) to provide a forum for consideration of plans of future growth or
change in the Hospital organization, and for discussion of problems that arise in the
operation of the Hospital. If the Chief of Staff deems appropriate and necessary, or
specifically requested by the Board of Trustees, the Chief of Staff will prepare a written
record of the proceedings and recommendations of the ad hoc committees and send it to
the Board of Trustees and to the Medical Staff;

(6) perform functions authorized in these Bylaws and other applicable policies, manuals, and
the Rules and Regulations, including collegial intervention in the Credentials Policy, and
as may be assigned by the Medical Executive Committee or Board of Trustees; and

(7) act as a representative of the Medical Staff to the public as well as to other healthcare
providers, other organizations, and regulatory or accrediting agencies in external,
professional, and public relations.

4.C.2. Vice Chief of Staff/Secretary-Treasurer:

The Vice Chief of Staff/Secretary-Treasurer of the Medical Staff will:

(1) assume the duties of the Chief of Staff and act with full authority as Chief of Staff in his/her
absence;

14
MS.01.01.01

Page | 12
 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 17 of 46

(2) perform other duties as are assigned by the Chief of Staff or the Medical Executive
Committee;

(3) automatically succeed the Chief of Staff at the conclusion of the Chief of Staff’s term
(unless the Chief of Staff is reelected) or sooner should the office become vacated for any
reason during the Chief of Staff’s term of office; and

(4) Oversee the collection of and accounting for any Medical Staff funds and make
disbursements authorized by the Medical Executive Committee.

4.C.3. Immediate Past Chief of Staff:

The Immediate Past Chief of Staff will:

(1) serve as an advisor to other Medical Staff Leaders; and

(2) perform other duties as are assigned by the Chief of Staff or the Medical Executive
Committee.

4.D. NOMINATION AND ELECTION PROCESS

4.D.1. Nominating Process:

(1) Not less than ninety (90) Days prior to the end of the Medical Staff Year, the Medical Staff
Leadership Development and Nominating Committee will prepare a slate of nominees for
each Medical Staff office and for any at-large member of the Medical Executive
Committee that will be vacant. Notice of the nominees will be provided to the Medical
Staff at least sixty (60) Days prior to the end of the Medical Staff Year.

(2) Additional nominations may be submitted in writing by a petition signed by at least 10%
of the voting Members of the Medical Staff, along with receipt of a signed statement of
willingness to serve by the nominee. The petition must be presented to the Chairperson
of the Medical Staff Leadership Development and Nominating Committee at least forty-
five (45) Days prior to the end of the Medical Staff Year.

(3) In order for a nominee to be placed on the ballot, the candidate must be willing to serve
and must, in the judgment of the Medical Staff Leadership Development and Nominating
Committee, satisfy the qualifications in Section 4.B of these Bylaws.

4.D.2. Election:

(1) The election process shall occur via electronic voting using a secure system. The ballot
shall be sent out electronically to all Active Staff Members at their e-mail address of
record at least thirty (30) Days prior to the end of the Medical Staff Year. Active Staff
Members shall have seven (7) Days to submit their votes.

(2) At least 25% of the Active Staff Members must participate in the voting.

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 18 of 46

(3) The candidates receiving a majority of the votes cast will be elected, subject to
confirmation by the Board of Trustees.

(4) If no candidate receives a simple majority vote on the first ballot, a run-off election will
be held promptly between the two candidates receiving the highest number of votes. If
a tie results, a Quorum of Medical Executive Committee members shall vote by secret
ballot at its next meeting or a special meeting called for that purpose and at which a
Quorum of the Medical Executive Committee members are present.

4.E. TERM OF OFFICE, VACANCIES AND REMOVAL

4.E.1. Term of Office:

(1) Officers will assume office on the first day of the Medical Staff Year.

(2) Medical Staff officers will serve an initial two-year term and may be reelected for up to
one additional two-year term with the exception of the Chair of the Professional
Evaluation Committee (“PEC”). The terms of office for the PEC Chair are outlined in the
Organization Manual.

(3) At-large members of the Medical Executive Committee will serve a two-year term and
may be re-elected to serve additional two-year terms.

4.E.2. Vacancies:

(1) If there is a vacancy in the office of Chief of Staff, the Vice Chief of Staff/Secretary will
serve until the end of the unexpired term of the Chief of Staff.

(2) If there is a vacancy in the office of Vice Chief of Staff/Secretary, the Medical Executive
Committee will appoint an individual, who satisfies the qualifications set forth in Section
4.B of these Bylaws, to the office until a special election can be held. The appointment
will be effective upon approval by the Board of Trustees.

(3) If there is a vacancy in the position of an at-large member of the Medical Executive
Committee, the Medical Executive Committee will appoint an individual, who satisfies the
qualifications set forth in Section 4.B of these Bylaws, to the position until a special
election can be held. The appointment will be effective upon approval by the Board of
Trustees.

(4) In the temporary or permanent absence of both the Chief of Staff and the Vice Chief of
Staff/Secretary, the Medical Executive Committee will appoint another member
possessing the qualifications who shall assume all the duties and responsibilities and have
the authority of the Chief of Staff until such time as a new Chief of Staff and Vice Chief of
Staff/Secretary are elected.

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 19 of 46

(5) In the temporary or permanent absence of all officers, the Board of Trustees shall appoint
interim officers to fill these positions and an election shall be conducted within ninety
(90) Days. The Medical Staff Leadership Development and Nominating Committee shall
convene as soon as possible to nominate candidates to fill the unexpired terms of office.
Following the nomination of candidates, the Medical Staff shall hold a special meeting to
conduct elections for these offices, using the election procedures described in these
Bylaws.

4.E.3. Removal:

(1) Removal of an elected officer or an at-large member of the Medical Executive Committee
may be effectuated by a two-thirds vote of the Medical Staff, a majority vote of the
Medical Executive Committee or by a majority vote of the Board of Trustees for:15

(a) failure to comply with or enforce applicable Hospital policies, these Bylaws, the
Credentials Policy, the Organization Manual, other Medical Staff policies, or the
Rules and Regulations;

(b) failure to perform the duties of the position held;

(c) conduct detrimental to the interests of the Medical Staff or the Hospital;

(d) an infirmity that renders the individual incapable of fulfilling the duties of that
office; or

(e) failure to continue to satisfy any of the criteria in Section 4.B of these Bylaws.

(2) Prior to scheduling a meeting to consider removal, a representative from the Medical
Staff, Medical Executive Committee, or the Board will meet with and inform the individual
of the reasons for the proposed removal proceedings.

(3) The individual will be given at least ten (10) Days’ Special Notice of the date of the meeting
at which removal is to be considered. The individual will be afforded an opportunity to
address the Medical Executive Committee, the Active Staff, or the Board, as applicable,
prior to a vote on removal.

(4) Removal will be effective when approved by the Board of Trustees.

4.E.4. Resignation:

Any Medical Staff officer or an at-large member of the Medical Executive Committee may resign
at any time by giving Notice to the Medical Executive Committee and the acceptance of such
resignation shall not be necessary to make it effective.

15
MS.01.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 20 of 46

ARTICLE 5
CLINICAL DEPARTMENTS

5.A. ORGANIZATION

5.A.1. Organization of Departments and Divisions:

(1) The Medical Staff may be organized into the clinical departments and divisions as listed
and described in the Medical Staff Organization Manual.16

(2) Subject to the approval of the Board, the Medical Executive Committee may create or
eliminate departments, create or eliminate divisions within departments, or otherwise
reorganize the department structure.

5.A.2. Assignment to Departments:

(1) At the time of initial Medical Staff Membership or the granting of initial Clinical Privileges,
each Practitioner will be assigned to a clinical department and may be assigned to a
division. Assignment to a particular department or division does not preclude a
Practitioner from seeking and being granted Clinical Privileges typically associated with
another department or division.

(2) A Practitioner may request a change in department or division assignment to reflect a

change in the Practitioner’s clinical practice.

5.A.3. Functions of Departments:

The departments shall perform the following functions:

(1) serve as a forum for the exchange of clinical information regarding services provided by
department members;

(2) provide recommendations to the department chairperson and/or the Medical Executive
Committee with regard to the development of clinical practice guidelines related to care
and services provided by department members;

(3) provide recommendations to the department chairperson regarding professional criteria

for Clinical Privileges designed to assure the Medical Staff and Board of Trustees that
patients shall receive quality care.17 The recommendations shall include:

(a) criteria for granting, withdrawing, and modifying Clinical Privileges;18 and

16
MS.01.01.01; LD.04.01.05
17
MS.01.01.01
18
42 C.F.R. §482.22(c)(6)

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 21 of 46

(b) a procedure for applying these criteria to individuals requesting Clinical

Privileges;19

(4) ensure that Practitioners provide appropriate and medically necessary care to patients of
the Hospital;20

(5) ensure that the same level of quality of patient care is provided by all Practitioners within
the department and across departments:21

(a) by establishing uniform patient care processes;22

(b) by establishing similar clinical privileging criteria for similar Clinical Privileges;23
and

(c) by using similar indicators in performance improvement activities;24

(6) provide recommendations to the department chairperson and/or the Medical Executive
Committee with regard to issues related to standards of practice and/or clinical
competence;

(7) ensure effective mechanisms for the Supervision of Advanced Practice Professionals and
other Practitioners, as required;

(8) provide information and/or recommendations to the department chairperson with

regard to the criteria for granting Clinical Privileges within the department;

(9) ensure that Practitioners within the department who admit patients have Clinical
Privileges to do so;25 and that all Practitioners within the department only provide services
within the scope of Clinical Privileges granted;26

(10) provide information and/or recommendations to the department chairperson and/or the
Medical Executive Committee with regard to Medical Staff policies;

(11) provide recommendations to the department chairperson and/or the Medical Executive
Committee with regard to ensuring appropriate call coverage by department members;

(12) perform Ongoing Professional Practice Evaluation, initial Focused Professional Practice
Evaluation, Focused Professional Practice Evaluation related to identified indicators (as

19
42 C.F.R. §482.22(c)(6)
20
MS.03.01.01
21
MS.01.01.01
22
LD.04.03.07
23
MS.01.01.01
24
MS.01.01.01
25
MS.03.01.01
26
MS.08.01.03

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 22 of 46

set forth in the Medical Staff PPE Policy), and other Professional Review Activity and
quality assessment activities relative to the performance of Practitioners in the
department and report such activities to the Medical Executive Committee on a regular
basis;

(13) provide leadership for activities related to patient safety, including proactive risk
assessments, root cause analysis in response to an unanticipated adverse event,
addressing patient safety alerts, and implementing procedures to comply with patient
safety goals;27

(14) receive reports regarding Hospital performance improvement results that are applicable
to the performance of the department and its members, and integrate the department's
performance improvement activities with that of the Hospital by taking a leadership and
participatory role in such activities, as outlined in the Hospital Performance Improvement
Plan; and

(15) recommend medical educational programs to meet the needs of department members,
based on the scope of services provided by the department, changes in medical practice
or technology, and the results of departmental performance improvement activities.28

5.B. DEPARTMENT CHAIRPERSONS AND VICE CHAIRPERSONS

5.B.1. Qualifications:

Each department chairperson, vice chairperson and division lead will:

(1) be an Active Staff Member;

(2) be certified by an appropriate specialty board or possess comparable competence, as

determined through the credentialing and privileging process; and

(3) satisfy the eligibility criteria in Section 4.B.

5.B.2. Selection and Term of Department Chairpersons and Vice Chairpersons:29

(1) Except as otherwise provided by contract, when there is a vacancy in a department

chairperson position, or a new department is created, the department will provide a slate
of names of physicians willing to serve and the Medical Executive Committee will
determine eligibility of candidates for election by the department. The recommendation
of the Medical Executive Committee will be presented to the department for vote. The
election of a chairperson by the department will be forwarded to the Board of Trustees
for final action.

27 MS.03.01.01; 42 C.F.R. §482.22

28
MS.12.01.01
29
MS.01.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 23 of 46

(2) Except as may otherwise be provided by contract, a department chairperson will serve a
term of two years and may succeed himself or herself for additional terms.

(3) Each department chairperson may recommend the appointment of a vice chairperson.
These recommendations will be reviewed by the Medical Executive Committee and will
be forwarded to the Board of Trustees for final action.

5.B.3. Duties of Department Chairpersons:30

Each department chairperson is responsible for the following functions, either individually or in
collaboration with Hospital personnel:

(1) all clinically-related activities of the department;31

(2) all administratively-related activities of the department, unless otherwise provided for by
the Hospital;32

(3) continuing surveillance of the professional performance of Practitioners in the

department, including performing Ongoing and Focused Professional Practice
Evaluations;33

(4) recommending criteria for Clinical Privileges that are relevant to the care provided in the
department;34

(5) evaluating requests for Clinical Privileges for each member of the department;35

(6) assessing and recommending off-site sources for needed patient care, treatment, and
services not provided by the department or the Hospital;36

(7) the integration of the department into the primary functions of the Hospital;37

(8) the coordination and integration of inter-department and intra-department services;38

(9) the development and implementation of policies and procedures that advance quality
and that guide and support the provision of care, treatment, and services;39

30
MS.01.01.01; LD.04.01.05
31
MS.01.01.01; MS.06.01.07; LD.04.01.05
32
MS.01.01.01; LD.04.01.05
33
MS.01.01.01; LD.04.01.05
34
MS.01.01.01; MS.06.01.07; LD.04.01.05
35
MS.01.01.01; MS.06.01.07; LD.04.01.05
36
MS.01.01.01; LD.04.03.01; LD.04.03.09
37
MS.01.01.01; LD.04.01.05; LD.03.06.01
38
MS.01.01.01; LD.04.01.05; LD.03.06.01
39
MS.01.01.01; LD.04.01.05; LD.03.06.01; LD.04.01.07

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 24 of 46

(10) recommendations for a sufficient number of qualified and competent persons to provide
care, treatment, and services;40

(11) determination of the qualifications and competence of department personnel who are
not licensed independent practitioners and who provide patient care, treatment, and
services;41

(12) continuous assessment and improvement of the quality of care, treatment, and services
provided42

(13) maintenance of quality monitoring programs, as appropriate;43

(14) the orientation and continuing education of persons in the department;44

(15) recommendations for space and other resources needed by the department;45

(16) performing functions authorized in the Credentials Policy, including collegial intervention
efforts;

(17) presiding at all department meetings;

(18) serving as an ex officio member of all departmental committees, if any, without vote,
unless specifically stated otherwise in these Bylaws or the Rules and Regulations;

(19) serving as a member of the Medical Executive Committee and being accountable to the
Medical Executive Committee with regard to the activities and functioning of the
department; and

(20) appointing and removing one or more department vice chairpersons as deemed
necessary, appointing division leads, subject to approval of the Medical Executive
Committee, and appointing members to serve on department committees, if any.

5.B.4. Removal of Department Chairpersons and Vice Chairpersons:46

(1) Removal of a department chairperson or vice chairperson may be effectuated by a two-

thirds vote of the department, as applicable, or a majority vote of the Medical Executive
Committee, or by the Board of Trustees for:

(a) failure to comply with the Bylaws or applicable policies, manuals, or the Rules and
Regulations;

40
MS.01.01.01; LD.04.01.05; LD.03.06.01
41
MS.01.01.01; LD.04.01.05; LD.03.06.01; LD.04.01.07
42
MS.01.01.01; LD.04.01.05; LD.03.06.01
43
MS.01.01.01; LD.04.01.05; LD.03.06.01
44
MS.01.01.01; LD.03.06.01
45
MS.01.01.01; LD.04.01.05; LD.03.06.01; LD.04.01.11
46
MS.01.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 25 of 46

(b) failure to perform the duties of the position held;

(c) conduct detrimental to the interests of the Medical Staff or the Hospital;

(d) an infirmity that renders the individual incapable of fulfilling the duties of that
office;

(e) failure to continue to satisfy any of the criteria in Section 4.B of these Bylaws;

(f) failure to adhere to professional ethics; or

(g) failure to support the compliance of the Hospital and the Medical Staff with
applicable federal and state laws and regulations, and the standards or other
requirements of any regulatory or accrediting agency having jurisdiction over the
Hospital or any of its services.

(2) Prior to scheduling a meeting to consider removal, a representative from the department,
Medical Executive Committee, or Board of Trustees will meet with and inform the
individual of the reasons for the proposed removal proceedings.

(3) The individual will be given at least ten (10) Days’ Special Notice of the date of the meeting
at which removal is to be considered. The individual will be afforded an opportunity to
address the department or division, as applicable, the Medical Executive Committee, or
the Board of Trustees, as applicable, prior to a vote on removal.

(4) Removal will be effective when approved by the Board of Trustees.

5.C. DIVISIONS

5.C.1. Qualifications, Selection, and Removal of Division Leads:47

(1) The relevant department chairperson may appoint qualified individuals to serve as lead
of each division, subject to the approval of the Medical Executive Committee and the
Chief Executive Officer.

(2) Division leads must meet the same qualifications as department chairpersons.

(3) If requested by two-thirds of the Members assigned to a division, the department

chairperson will evaluate the performance of a division lead to determine whether the
division lead should be removed from office.

5.C.2. Duties of Division Lead:

47
MS.01.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 26 of 46

The division lead will carry out the duties requested by the department chairperson. These duties
may include:

(1) review and reporting on Applications for initial Medical Staff Membership and Clinical
Privileges, including interviewing Applicants;

(2) review and reporting on Applications for renewal of Medical Staff Membership and
Clinical Privileges;

(3) evaluation of Practitioners in order to confirm competence;

(4) participation in the development of criteria for Clinical Privileges within the division;

(5) review and reporting on the professional performance of Practitioners practicing within
the division; and

(6) support the department chairperson in making recommendations regarding the

coordination of division activities, as well as the Hospital resources necessary for the
division to function effectively.

5.C.3. Functions of Divisions:

(1) Divisions may perform any of the following activities:

(a) continuing education;

(b) discussion of policy;

(c) discussion of equipment needs;

(d) development of recommendations to the department chairperson or the Medical

Executive Committee;

(e) participation in the development of criteria for Clinical Privileges (when

requested by the department chairperson); and

(f) discussion of a specific issue (related to credentialing, Professional Practice

Evaluation, and/or performance improvement), at the special request of a
department chairperson or the Medical Executive Committee.

(2) No minutes or reports will be required reflecting the activities of a division, except when
a division is making a formal recommendation to a department, department chairperson,
Credentials Committee, or Medical Executive Committee.

(3) Divisions are not required to hold regularly scheduled meetings.

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 27 of 46

ARTICLE 6
MEDICAL STAFF COMMITTEES

6.A. GENERAL

6.A.1. Appointment:

(1) This Article and the Medical Staff Organization Manual outline the committees of the
Medical Staff that carry out Ongoing and Focused Professional Practice Evaluations and
other performance improvement functions that are delegated to the Medical Staff by the
Board of Trustees and contain a description of the committees’ composition, duties, and
reporting requirements.

(2) Except as otherwise provided by these Bylaws or the Medical Staff Organization Manual,
within three months prior to the end of each Medical Staff Year, the Chief of Staff, in
consultation with the Medical Executive Committee, will appoint the members and the
chairperson of each Medical Staff Committee when such positions are due to be vacated
at the start of the next Medical Staff Year. Committee chairpersons must satisfy the
criteria in Section 4.B of these Bylaws. The Chief of Staff, in consultation with the Medical
Executive Committee, may appoint Physicians and other health care professionals who
are not Members of the Medical Staff to be members of a standing committee of the
Medical Staff upon determination that the committee’s functions and operations
necessitate the expertise. The Chief of Staff will also recommend Medical Staff
representatives to Hospital committees.

(3) The Chief Executive Officer will make appointments of administrative staff to Medical
Staff Committees. Administrative staff will serve on Medical Staff Committees without
the right to vote.

(4) Chairpersons and members of standing committees will be appointed for an initial term
of two years, but may be reappointed for additional terms.

(5) Chairpersons and members of standing committees may be removed and vacancies filled
at the discretion of the individual currently in the office or position that initially appointed
them.

(6) The Chief of Staff will be an ex officio member, with vote, on all Medical Staff Committees.

(7) The Chief Medical Officer and Chief Executive Officer will be ex officio48 members, without
vote, on all Medical Staff Committees.

(8) Any Board member may be Present for, and informally participate in, without vote, any
meeting (including any executive or closed session) of the Medical Staff or the Medical
Staff Committees, departments, or divisions.

48
MS.02.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 28 of 46

6.A.2. Meetings, Reports, and Recommendations:

Except as otherwise provided, committees will meet, as necessary, to accomplish their functions,
and will maintain a permanent record of their findings, proceedings, and actions. Committees
will make timely written reports to the Medical Executive Committee.

6.B. MEDICAL EXECUTIVE COMMITTEE

6.B.1. Composition:

(1) The Medical Executive Committee will include the following individuals, the majority of
whom shall be Physicians actively practicing at the Hospital:49

(a) the Chief of Staff;

(b) the Vice Chief of Staff/Secretary-Treasurer;

(c) the Immediate Past Chief of Staff;

(d) the clinical department chairpersons;

(e) Chairperson of the Credentials Committee, ex officio, without vote;

(f) Chairperson of the Professional Evaluation Committee, ex officio, without vote;

and

(g) Chief Executive Officer50 and the Chief Medical Officer, ex officio, without vote.

(2) No Active Staff Member is ineligible for membership on the Medical Executive Committee
solely because of his/her professional discipline, specialty, employment by an Affiliated
Entity, or practice as a Hospital-based Physician.51

(3) The Chief of Staff will serve as chairperson of the Medical Executive Committee, with vote.

(4) Other individuals may be invited to Medical Executive Committee meetings as guests,
without vote.

6.B.2. Duties:

The Medical Executive Committee is delegated the primary authority over activities related to the
Medical Staff, including Professional Review Activity and performance improvement activities.
This authority may be removed or modified by amending the Medical Staff Governance
Documents, as applicable. The Medical Executive Committee is responsible for the following:

49
MS.01.01.01; C.F.R. §482.22(b)(2); MS.02.01.01
50
MS.02.01.01, EP 2 requires the CEO to attend all meetings of the Medical Executive Committee
51
MS.02.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 29 of 46

(1) acting on behalf of the Medical Staff in the intervals between Medical Staff meetings (the
officers are empowered to act in urgent situations between Medical Executive Committee
meetings);52

(2) recommending directly to the Board on at least the following:53

(a) the Medical Staff’s structure;

(b) the mechanism used to review credentials and to delineate individual Clinical
Privileges;

(c) Applicants for initial and renewed Medical Staff Membership;

(d) delineation of Clinical Privileges for each eligible individual;

(e) participation of the Medical Staff in Hospital performance improvement activities

and the quality of professional services being provided by the Medical Staff;

(f) the mechanism by which Medical Staff Membership may be terminated;

(g) hearing procedures; and

(h) reports and recommendations from Medical Staff Committees, departments, and
other groups, as appropriate;

(3) consulting with Administrative Leadership on quality-related aspects of contracts for

patient care services;

(4) providing oversight and guidance with respect to continuing medical education activities;

(5) reviewing or delegating the review of quality indicators to facilitate uniformity regarding
patient care services;

(6) providing leadership in activities related to patient safety;

(7) providing oversight in the process of analyzing and improving patient satisfaction, patient
engagement, and patient-centered care;

(8) ensuring that, at least every three years, the Bylaws and applicable policies are reviewed
and, if necessary, updated;

(9) providing and promoting effective liaison among the Medical Staff, Administrative
Leadership, and the Board;

52
MS.02.01.01
53
MS.02.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 30 of 46

(10) recommending clinical services, if any, to be provided by telemedicine;

(11) reviewing and approving all standing orders and clinical protocols for consistency with
nationally recognized standards, evidence-based guidelines, and clinical appropriateness
criteria;

(12) implementing policies of the Medical Staff not otherwise the responsibilities of the
Medical Staff;

(13) coordinating the activities and general policies of the departments;

(14) reviewing periodically all information of Practitioners, including, but not limited to,
Focused Professional Practice Evaluation data, Ongoing Professional Practice Evaluation
data, peer review information and credentialing data, and, as a result of such reviews,
making recommendations for renewal of, and modification to, Medical Staff Membership
and Clinical Privileges;

(15) organizing the Medical Staff’s quality assessment/performance improvement activities,

including the review of the safety, effectiveness, patient-centeredness, equitability,
efficiency, and timeliness54 of medical and surgical care and establishing mechanisms
designated to conduct, evaluate, and revise such activities;55

(16) collaborating with other leaders in Hospital planning;

(17) making recommendations to the Chief Executive Officer on matters of a

medico-administrative nature when requested;

(18) ensuring that the Medical Staff is kept abreast of the accreditation program and informed
of the accreditation status of the Hospital;

(19) reporting at each general Medical Staff meeting; and

(20) performing any other functions as are assigned to it by these Bylaws, the Credentials
Policy, the Organization Manual, the Rules and Regulations, or other applicable Hospital
or Medical Staff policies.

6.B.3. Meetings:

54
INSTITUTE OF MEDICINE (US) COMM. ON QUALITY OF HEALTH CARE IN AM., CROSSING THE QUALITY CHASM: A NEW HEALTH
SYSTEM FOR THE 21ST CENTURY, Washington, DC: National Academies Press (US); Improving the 21st-Century Health
Care System (2001), https://perma.cc/4WP2-XW5V.
55
MS.01.01.01; MS.02.01.01; MS.05.01.01; MS.05.01.03; MS.10.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 31 of 46

The Medical Executive Committee will meet at least monthly and more often if necessary to fulfill
its responsibilities, maintain a permanent record of its proceedings and actions, and report the
activities of the Medical Staff and the Medical Executive Committee to the Board of Trustees.56

6.C. CREATION OF STANDING COMMITTEES AND SPECIAL TASK FORCES

(1) In accordance with the amendment provisions in the Medical Staff Organization Manual,
the Medical Executive Committee may, by resolution and upon approval of the Board and
without amendment of these Bylaws, establish additional committees to perform one or
more staff functions. The Medical Executive Committee may also dissolve or rearrange
committee structure, duties, or composition as needed to better accomplish Medical Staff
functions.

(2) Any function required to be performed by these Bylaws, the Credentials Policy, the
Organization Manual, the Rules and Regulations, or other Medical Staff policy, which is
not assigned to an individual, a standing committee, or a special task force will be
performed by the Medical Executive Committee.

(3) Special task forces or ad hoc committees will be created and their members and
chairpersons will be appointed by the Chief of Staff and the Medical Executive Committee.
Such task forces or ad hoc committees will confine their activities to the purpose for which
they were appointed and will report to the Medical Executive Committee.

56
MS.02.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 32 of 46

ARTICLE 7
MEETINGS

7.A. GENERAL

7.A.1. Meetings:

(1) Except as provided in these Bylaws or the Medical Staff Organization Manual, each
department is recommended to meet quarterly or as needed to perform its designated
functions, and each division and committee will meet as often as needed to perform their
designated functions.

(2) The presiding officer has the discretion to allow members of the Medical Staff (for a
general or special Medical Staff meeting), a department, division, or a committee that is
meeting in person to participate in the meeting via telephone or videoconference. All
such individuals shall count as being Present for purposes of calculating the Quorum and
for voting. As an alternative to an in-person meeting, at the discretion of the Presiding
Officer, meetings of the Medical Staff, a department, a division, or a Medical Staff
Committee may be conducted entirely by telephone or videoconference or, alternatively,
the members may be presented with a question by mail, facsimile, e-mail, hand delivery,
secure Intranet posting, or telephone, with voting members’ votes returned to the
Presiding Officer by the method designated in the notice.
.
7.A.2. Regular Meetings:

(1) The Chief of Staff (for the Medical Staff as a whole), the chairperson of each department,
the director of each division, and the chairperson of each committee will schedule regular
meetings of their respective committees/bodies for the Medical Staff Year.

7.A.3. Special Meetings:

(1) A special meeting of the Medical Staff may be called by the Chief of Staff, a majority of
the Medical Executive Committee, the Chief Executive Officer, the Chairperson of the
Board, or by a petition signed by at least 10% of the voting Members of the Medical Staff.

(2) A special meeting of any department, division, or committee may be called by the Chief
of Staff, the relevant department or committee chairperson, division lead, or by a petition
signed by at least 10% of the voting members of the department, division, or committee
but in no event fewer than two members.

(3) No business will be transacted at any special meeting except that stated in the meeting
Notice.

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 33 of 46

7.B. PROVISIONS COMMON TO ALL MEETINGS

7.B.1. Prerogatives of the Presiding Officer:

(1) The Presiding Officer of each meeting is responsible for setting the agenda for any regular
or special meeting of the Medical Staff, department, division, or committee.

(2) The Presiding Officer has the discretion to conduct any meeting by telephone conference
or videoconference.

(3) The Presiding Officer shall have the authority to rule definitively on all matters of
procedure. While Robert’s Rules of Order may be used for reference, in the discretion of
the Presiding Officer, it shall not be binding. Rather, specific provisions of these Bylaws
and Medical Staff, department, division, or committee custom shall prevail at all meetings
and elections.

7.B.2. Notice:

(1) Medical Staff Members will either be provided with notice of regular meetings of the
Medical Staff and regular meetings of departments, divisions, and committees or be
alerted to the scheduling of those meetings through a posting placed in a designated
location at least seven (7), but not more than thirty-one (31), Days in advance of the
meeting.

(2) When a special meeting of the Medical Staff, department, division, or committee is called,
the notice period will be seventy-two (72) hours. In such cases, posting may not be the
sole mechanism for providing notice.

(3) Notices will state the date, time, and place of the meetings.

(4) The Presence of any individual at any meeting will constitute a waiver of that individual’s
notice of the meeting.

7.B.3. Quorum and Voting:

(1) For any regular or special meeting of the Medical Staff, department, division, or
committee, those voting members Present (but not fewer than two members) will
constitute a Quorum. For action by ballot, those voting members who return a response
will constitute a Quorum. Exceptions to these general rules are as follows:

(a) for meetings of the Medical Executive Committee, the Credentials Committee,
and the Professional Evaluation Committee, the Presence of at least 50% of the
voting committee members (for a meeting) or the participation by the return of
a response (for ballot) will constitute a Quorum; and

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 34 of 46

(b) for any amendments to these Medical Staff Bylaws, the Presence of at least 10%
of the voting committee members (for a meeting) or the participation by the
return of a response (for ballot) will constitute a Quorum.)

(2) Once a Quorum is established, the business of the meeting may continue and actions
taken will be binding.

(3) Recommendations and actions taken by the Medical Staff, departments, divisions, and
committees will ideally be by consensus. In the event it is necessary to vote on an issue,
that issue will be determined by a majority of the voting members.

(4) As an alternative to a formal meeting, the voting members of the Medical Staff or a
department, division, or committee may also be presented with an issue by mail,
facsimile, e-mail, hand-delivery, or telephone, and their votes returned to the Presiding
Officer by the method designated in the notice. Except for amendments to these Bylaws
and actions by the Medical Executive Committee, the Credentials Committee, and the
Professional Evaluation Committee (as noted in (a)), a Quorum for purposes of these
votes will be the number of responses returned to the Presiding Officer by the date
indicated. The issue will be determined by a majority of the responses returned.

(5) Any individual who, by virtue of position, is Present for a meeting in more than one
capacity shall be entitled to only one vote.

(6) There shall be no proxy voting.

7.B.4. Minutes:

(1) Minutes of Medical Staff, department, division, and committee meetings will be prepared
and signed by the Presiding Officer.

(2) Minutes will include a record of the Presence of members, the vote taken on each matter,
and the recommendations made.

(3) Minutes of meetings of the Medical Staff, departments and, where applicable, divisions,
will be forwarded to the Medical Executive Committee and a copy will be provided to the
Chief Executive Officer.

(4) The Board will be kept apprised of and act on the recommendations of the Medical Staff.

(5) A permanent file of the minutes of meetings will be maintained by the Hospital.

7.B.5. Confidentiality:

(1) Medical Staff business conducted by committees, departments, and divisions is

considered confidential and proprietary and should be treated as such.

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 35 of 46

(2) Practitioners who have access to, or are the subject of, information related to any
Professional Review Activity must maintain the confidentiality of the information and
must confirm their agreement to maintain confidentiality and privilege of such
information, in writing, if requested by any Medical Staff Committee, Medical Staff
Leader, or Hospital Leader.

(3) All documents that include information concerning Professional Review Activity, and any
information contained in or derived from these documents, and any information derived
from participation in any Professional Review Activity (such as personal knowledge of
comments made by a member of a Medical Staff Committee at a committee meeting)
must not be disclosed to any individual not involved in Professional Review Activity,
except as authorized by applicable Medical Staff Bylaws or Hospital or Medical Staff
policy.

(4) Breach of confidentiality will be addressed as set forth in the Medical Staff Credentials
Policy and other relevant Hospital and Medical Staff policy.

7.C. ATTENDANCE/PRESENCE REQUIREMENTS

7.C.1. Regular and Special Meetings:

(1) Members of the Medical Staff are encouraged to be Present for all Medical Staff and all
applicable department, division, and committee meetings.

(2) At a minimum, each Active Staff Member is required to be Present at 25% of the
applicable department and committee meetings each year. It is not necessary to prepare
excuses for missed meetings because excuses will not be considered when compliance
with this requirement is reviewed. Failure to meet the requirement for meeting Presence
will result in the Member’s automatic relinquishment of voting rights for the ensuing
Medical Staff Year, unless a waiver of the relinquishment is granted by the Medical
Executive Committee.

(3) Members of the Medical Executive Committee, the Credentials Committee, the
Leadership Council, and the Professional Evaluation Committee are required to be
Present for at least 50% of the regular meetings. Failure to be Present for the required
number of meetings may result in the Member being removed from the committee by
the Chief of Staff.

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 36 of 46

ARTICLE 8
BASIC STEPS FOR CREDENTIALING AND PEER REVIEW

The details associated with the following basic steps are contained in the Credentials Policy in a
more expansive form.

8.A. QUALIFICATIONS FOR INITIAL OR RENEWED MEDICAL STAFF MEMBERSHIP

AND CLINICAL PRIVILEGES57

To be eligible to apply for initial or renewed Medical Staff Membership or Clinical Privileges, an
individual must submit, as applicable, a Request for Consideration (“RFC”) Recredentialing
Request for Consideration (“RRFC”), or Request for Increased, New Clinical Privileges, or Changes
in Prescriptive Authority (“RFINCP”), or other request for Clinical Privileges and/or Application
form and, through the RFC/RRFC/RFINCP and Application processes, demonstrate continuous
satisfaction of all threshold criteria for Membership and Clinical Privileges, as well as all other
factors for consideration outlined in the Medical Staff Credentials Policy and other Hospital and
Medical Staff policies, including appropriate education, training, experience, current clinical
competence, professional conduct, licensure, and ability to safely and competently perform the
Clinical Privileges requested.

8.B. INITIAL PROCESS FOR CREDENTIALING AND PRIVILEGING

Once The Credentialing Processing Center has forwarded an RFC/RRFC/RFINCP or other request
for Clinical Privileges to the Medical Staff Office, it will begin processing the RFC/RRFC/RFINCP or
other request for Clinical Privileges as an Application. As a preliminary step, the Medical Staff
Office will review the Application to make sure that all questions have been answered and that
the applicant satisfies all threshold eligibility criteria set forth in the Credentials Policy.

8.C. PROCESS FOR CREDENTIALING AND PRIVILEGING58

(1) Complete Applications for Membership and Clinical Privileges will be transmitted to the
applicable department chairperson or division lead, who will review the Applicant’s
education, training, and experience and prepare a written report stating whether the
Applicant meets all qualifications.

(2) The Credentials Committee will review the chairperson’s report and make a
recommendation. The recommendation of the Credentials Committee will be forwarded
to the Medical Executive Committee for review and recommendation.

(3) The Medical Executive Committee may accept the recommendation of the Credentials
Committee, or refer the Application back to the Credentials Committee for further review
or specific questions, or state specific reasons for disagreement with the
recommendation of the Credentials Committee. If the recommendation of the Medical
Executive Committee entitles the individual to request a hearing, the Chief Executive
Officer will send Notice of the recommendation and the hearing rights available under

57
MS.01.01.01
58
MS.01.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 37 of 46

the Medical Staff Bylaws documents. If the recommendation of the Medical Executive
Committee does not entitle the individual to request a hearing, the recommendation will
be forwarded to the Board for final action.

(4) When the Hospital Emergency Operations Plan has been implemented, the CEO or Chief
of Staff may use a modified credentialing process to grant disaster privileges after
verification of the volunteer’s identity and professional license.

(5) When an important patient care need exists or when an Applicant has made an initial
Application for the Clinical Privileges that is awaiting review by the MEC and Board, the
CEO may use a modified credentialing process to grant temporary Clinical Privileges, for
a period not to exceed one hundred and twenty (120) Days, to certain qualified
individuals.

8.D. INDICATIONS AND PROCESS FOR AUTOMATIC RELINQUISHMENT OF MEMBERSHIP AND/OR

PRIVILEGES59

(1) Membership and/or Clinical Privileges may be automatically relinquished if a Practitioner:

(a) fails to do any of the following:

(i) timely complete medical records;

(ii) satisfy threshold eligibility criteria;

(iii) complete and comply with educational or training requirements;

(iv) provide requested information;

(v) attend (in the formal specified by the individual or body scheduling the
meeting) a mandatory meeting requested by the Medical Staff Leaders
or Hospital Administrative Leadership; or

(vi) comply with a request for fitness for practice evaluation or clinical
competency evaluation;

(b) is arrested, charged, indicted, convicted, or pleads guilty or no contest pertaining

to any felony, or to any misdemeanor involving (i) controlled substances;
(ii) illegal drugs; (iii) Medicare, Medicaid, or other federal or state governmental
or private third-party payer fraud or program abuse; (iv) violence; (v) sexual
misconduct; (vi) moral turpitude; or (vii) child or elder abuse; or

(c) makes a misstatement or omission on an Application.

59
MS.01.01.01

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 Proposed Medical Staff Bylaws (Attachment No. 1) - Page 38 of 46

(2) Automatic relinquishment will take effect immediately and will continue until the matter
is resolved and the individual is reinstated, if applicable.

8.E. INDICATIONS AND PROCESS FOR PRECAUTIONARY SUSPENSION OR RESTRICTION60

(1) Whenever failure to take action may result in imminent danger to the health and/or
safety of any individual, the Chief Executive Officer, the Chief of Staff, the chairperson of
the relevant clinical department, the Chief Medical Officer, the Medical Executive
Committee, or the Board chairperson is authorized to immediately suspend or restrict all
or any portion of a Practitioner’s Clinical Privileges pending an Investigation.

(2) A precautionary suspension or Restriction is effective immediately and will remain in

effect unless it is modified by the Chief Executive Officer or the Medical Executive
Committee.

(3) The Practitioner will be provided a brief written description of the reason(s) for the
precautionary suspension or Restriction.

(4) The Medical Executive Committee will review the reasons for the suspension or
Restriction within a reasonable time under the circumstances, not to exceed fourteen (14)
Days.

(5) As part of this review, the Practitioner will be given an opportunity to meet with the
Medical Executive Committee.

8.F. INDICATIONS AND PROCESS FOR PROFESSIONAL REVIEW ACTIONS61

Following an Investigation, the Medical Executive Committee may recommend suspension,

Restriction, or revocation of Membership or Clinical Privileges, based on concerns about
(a) clinical competence or practice; (b) violation of ethical standards or the Bylaws, policies,
manuals, and Rules and Regulations of the Hospital or the Medical Staff; (c) conduct that is
considered lower than the standards of the Hospital or disruptive to the orderly operation of the
Hospital or its Medical Staff; (d) ability to perform, with or without reasonable accommodation,
the essential functions of Medical Staff Membership or Clinical Privileges; or (e) the Practitioner’s
qualifications for Membership and Clinical Privileges.

8.G. HEARING AND APPEAL PROCESS62

The details associated with the hearing and appeals processes are contained in the Credentials
Policy.

(1) The hearing will begin no sooner than thirty (30) Days after the Notice of the hearing,
unless an earlier date is agreed upon by the parties.

60
MS.01.01.01
61
MS.01.01.01
62
MS.01.01.01

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Proposed Medical Staff Bylaws (Attachment No. 1) - Page 39 of 46

(2) The hearing may be conducted by a Hearing Panel, which will consist of at least three
members, or, in the alternative, may be conducted by a Hearing Officer.

(3) The hearing process will be conducted in an informal manner; formal rules of evidence or
procedure will not apply.

(4) A stenographic reporter will be present to make a record of the hearing.

(5) Both sides will have the following rights, subject to reasonable limits determined by the
Presiding Officer: (a) to call and examine witnesses, to the extent they are available and
willing to testify; (b) to introduce exhibits; (c) to cross-examine any witness; (d) to have
representation by counsel who may call, examine, and cross-examine witnesses or
present the case; (e) to submit a written statement at the close of the hearing; and (f) to
submit proposed findings, conclusions, and recommendations to the Hearing Panel.

(6) The personal presence of the affected Practitioner is mandatory. If the Practitioner who
requested the hearing does not testify, he or she may be called and questioned.

(7) The Hearing Panel (or Hearing Officer) may question witnesses, request the presence of
additional witnesses, and/or request documentary evidence.

(8) The affected Practitioner and the Medical Executive Committee may each request an
appeal of the recommendations of the Hearing Panel (or Hearing Officer) to the Board.

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ARTICLE 9
AMENDMENTS

9.A. MEDICAL STAFF BYLAWS

(1) Amendments to these Bylaws may be proposed by a petition signed by 25% of the voting
Members of the Medical Staff, by the Bylaws Committee, or by the Medical Executive
Committee.

(2) Proposed amendments must be reviewed by the Medical Executive Committee prior to a
vote by the Medical Staff. The Medical Executive Committee will provide Notice of
proposed amendments, including amendments proposed by the voting Members of the
Medical Staff as set forth above, to the voting staff. The Medical Executive Committee
may also report on any proposed amendments, either favorably or unfavorably, at the
next regular meeting of the Medical Staff or at a special meeting called for such purpose.63

(3) The proposed amendments may be voted upon at any meeting if Notice has been
provided at least thirty (30) Days prior to the meeting. To be adopted, the amendment
must receive a majority of the votes cast by the voting staff at the meeting.64

(4) In the alternative, the Medical Executive Committee may present any proposed
amendments to the voting staff by written or electronic ballot, returned to the Medical
Staff Office by the date indicated by the Medical Executive Committee. Along with the
proposed amendments, the Medical Executive Committee may, in its discretion, provide
a written report on them, either favorably or unfavorably. To be adopted, an amendment
must receive a majority of the votes cast.

(5) The Medical Executive Committee will have the power to adopt any amendments to these
Bylaws that are needed because of reorganization, renumbering, or punctuation, spelling
or other errors of grammar or expression.

(6) Amendments will be effective only after approval by the Board of Trustees.

(7) If the Board of Trustees has determined not to accept a recommendation submitted to it
by the Medical Executive Committee or the Medical Staff, the Medical Executive
Committee may request a conference between the officers of the Board and the officers
of the Medical Staff. Such conference will be for the purpose of further communicating
the Board’s rationale for its contemplated action and permitting the officers of the
Medical Staff to discuss the rationale for the recommendation. Such a conference will be
scheduled by the Chief Executive Officer within two weeks after receipt of a request.65

(8) Neither the Medical Executive Committee, the Medical Staff, nor the Board can
unilaterally amend these Bylaws.66

63
MS.01.01.01
64
MS.01.01.01
65
MS.01.01.01; LD.02.04.01
66
MS.01.01.03; 10A NC ADC 13B.3705(c)

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(9) The Medical Executive Committee, in combination with the Chief Executive Officer or
Board, may waive any provision of these Medical Staff Bylaws during an “emergency
circumstance.” For purposes of this Section only, an emergency circumstance is defined
as “a situation of urgency that justifies immediate action and when there is not sufficient
time to follow the applicable provisions and procedures of the Medical Staff Bylaws.”
Examples of emergency circumstances include immediate threats to the life or health of
an individual or the public, a natural disaster, or a judicial or regulatory order. The
duration of the waiver will be for so long as the emergency circumstance exists.67

9.B. OTHER MEDICAL STAFF DOCUMENTS

(1) In addition to the Medical Staff Bylaws, there will be policies, procedures, and Rules and
Regulations that are applicable to Practitioners. Those policies, procedures and Rules and
Regulations shall be considered an integral part of the Medical Staff Bylaws, but shall be
amended in accordance with this Section.

(2) An amendment to the Credentials Policy, the Organization Manual, or the Rules and
Regulations may be made by a majority vote of the members of the Medical Executive
Committee present and voting at any meeting of that committee where a Quorum exists.
Notice of any proposed amendments to these documents will be provided to each voting
Member of the Medical Staff at least thirty (30) Days prior to the vote by the Medical
Executive Committee. Any voting Member may submit written comments on the
amendments to the Medical Executive Committee.68

(3) Other policies of the Medical Staff may be adopted and amended by a majority vote of
the Medical Executive Committee. No prior Notice is required.

(4) Amendments to the Credentials Policy, the Organization Manual, the Rules and
Regulations, or any other Medical Staff policy may also be proposed by a petition signed
by at least 25% of the voting Members of the Medical Staff. Notice of any such proposed
amendment to these documents will be provided to the Medical Executive Committee at
least thirty (30) Days prior to being voted on by the Medical Staff. Any such proposed
amendments will be reviewed by the Medical Executive Committee, which may comment
on the amendment before it is forwarded to the Medical Staff for vote.69

(5) The Medical Executive Committee and the Board will have the power to provisionally
adopt urgent amendments to the Rules and Regulations that are needed in order to
comply with a law or regulation, without providing prior Notice of the proposed
amendments to the Medical Staff. Notice of provisionally adopted amendments will be
provided to each Member of the Medical Staff as soon as possible. The Medical Staff will
have thirty (30) Days to review and provide comments on the provisional amendments to
the Medical Executive Committee. If there is no conflict between the Medical Staff and

67
10A NC ADC 13B.3705(d)
68
MS.01.01.01
69
MS.01.01.01

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the Medical Executive Committee, the provisional amendments will stand. If there is
conflict over the provisional amendments, the process for resolving conflicts set forth
below will be implemented.70

(6) Adoption of and changes to the Credentials Policy, the Organization Manual, the Rules
and Regulations, and other Medical Staff policies will become effective only when
approved by the Board of Trustees.

(7) Amendments to Medical Staff policies are to be distributed or otherwise made available
to Practitioners in a timely and effective manner.71

9.C. CONFLICT MANAGEMENT PROCESS72

9.C.1. Conflicts Between the Medical Staff and Medical Executive Committee:

(1) When there is a conflict between the Medical Staff and the Medical Executive Committee,
supported by a petition signed by 25% of the voting staff, with regard to:

(a) a new Medical Staff Rule and Regulation proposed by the Medical Executive
Committee or an amendment to an existing Rule and Regulation; or

(b) a new Medical Staff policy proposed by the Medical Executive Committee or an
amendment to an existing policy,

a special meeting of the Medical Staff to discuss the conflict will be called. The agenda
for that meeting will be limited to attempting to resolve the differences that exist with
respect to the Rules and Regulations or policy at issue.

(2) If the differences cannot be resolved at the meeting, the Chief of Staff or the dissenting
Members of the Medical Staff may request that the matter be referred to a Joint
Conference Committee within thirty (30) Days. The Joint Conference Committee shall
consist of:

(a) three officers of the Medical Staff;

(b) three voting Members of the Medical Staff who signed the petition;

(c) the chairperson of the Board of Trustees; and

(d) the Chief Executive Officer and Chief Medical Officer.

(3) If the matter cannot be resolved by the Joint Conference Committee, the
recommendations of the Medical Staff and Medical Executive Committee will be
forwarded to the Board for final action.

70
MS.01.01.01
71
MS.01.01.01
72
MS.01.01.01

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(4) This conflict management Section is limited to the matters noted above. It is not to be
used to address any other issue, including, but not limited to, professional review actions
concerning individual Members of the Medical Staff.

(7) Nothing in this Section is intended to prevent individual Medical Staff Members from
communicating positions or concerns related to the adoption of, or amendments to, the
Medical Staff Rules and Regulations or other Medical Staff policies directly to the Board
of Trustees. Communication from Medical Staff Members to the Board of Trustees will
be directed through the Chief Executive Officer, who will forward the request for
communication to the Board Chairperson. The Chief Executive Officer will also provide
notification to the Medical Executive Committee by informing the Chief of Staff of such
exchanges. The Board Chairperson will determine the manner and method of the Board’s
response to the Medical Staff Member(s).

9.C.2. Conflicts Between the Medical Executive Committee and Board of Trustees:

(1) When there is a conflict between the Medical Executive Committee and the Board of
Trustees with regard to:

(a) a new Medical Staff Rule and Regulation proposed by the Medical Executive
Committee or an existing Rule or Regulation; or

(b) a new Medical Staff policy proposed by the Medical Executive Committee or an
amendment to an existing policy,

either a member of the Board of Trustees or the Medical Executive Committee may
submit a written request to the Chairman of the Board that the matter be referred to a
Joint Conference Committee.

(2) The Joint Conference Committee shall consist of:

(a) three officers of the Medical Staff;

(b) one other Medical Executive Committee member;

(c) the chairperson, vice chairperson, and secretary of the Board of Trustees or other
designees of the Board of Trustees; and

(d) the Chief Executive Officer and Chief Medical Officer.

(3) If the Joint Conference Committee does not reach a resolution within thirty (30) Days, the
Board of Trustees shall take final action on the matter.

(4) This conflict management Section is limited to the matters noted above.

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ARTICLE 10
HISTORY AND PHYSICAL73

(1) Timing of the History and Physical Examination

(a) A complete medical history and physical examination must be performed and
documented in the patient’s medical record within 24 hours after admission or
registration (but in all cases prior to surgery or an invasive procedure requiring
anesthesia services). The history and physical examination must be performed by
a Practitioner who has been granted Clinical Privileges by the Hospital to perform
histories and physicals.

(b) If a medical history and physical examination has been completed within the
thirty (30)-Day period prior to admission or registration, a durable, legible copy
of this report may be used in the patient’s medical record, if the history and
physical examination was performed by a Physician, oral maxillofacial surgeon,
physician assistant, or advanced practice registered nurse. In such cases, within
24 hours after admission/registration or prior to surgery/invasive procedure,
whichever comes first, the patient must be reassessed by a Practitioner who has
been granted Clinical Privileges by the Hospital to perform histories and physicals.
The purpose of this assessment is to identify any changes subsequent to the
original examination. The Practitioner must update the history and physical
examination to reflect any changes in the patient’s condition since the date of the
original history and physical or state that there have been no changes in the
patient’s condition.

(c) When the history and physical examination is not performed or recorded in the
medical record before a surgical, diagnostic, operative or invasive procedure, the
operation or procedure will be canceled unless the attending Physician states in
writing that an emergency situation exists. If it is an emergency situation and a
history and physical has been dictated but has not been transcribed, there will be
a statement to that effect in the patient’s chart, with an admission note by the
attending Physician. The admission note must be documented immediately prior
to surgery (same day as surgery) and will include, at a minimum, an assessment
of the patient’s heart rate, respiratory rate and blood pressure.

(2) Scope of the History and Physical Examination

The scope of the medical history and physical examination will include, as applicable:

(a) patient identification;

(b) chief complaint;

73
MS.01.01.01; 42 C.F.R.§482.22(c)(5)

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Proposed Medical Staff Bylaws (Attachment No. 1) - Page 45 of 46

(c) history of present illness;

(d) review of systems, to include at a minimum:

 cardiovascular;
 respiratory;
 gastrointestinal;
 neuromusculoskeletal; and
 skin;

(e) personal medical history, including medications and allergies;

(f) family medical history;

(g) social history, including any abuse or neglect;

(h) physical examination, to include pertinent findings in those organ systems

relevant to the presenting illness and to co-existing diagnoses;

(i) data reviewed;

(j) assessments, including problem list;

(k) plan of treatment;

(l) if applicable, signs of abuse, neglect, addiction or emotional/behavioral disorder,

which will be specifically documented in the physical examination, and any need
for restraint or seclusion will be documented in the plan of treatment; and

(m) in the case of a pediatric patient: (i) developmental age; (ii) length or height;
(iii) weight; (iv) head circumference (if appropriate); and (v) immunization status.

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Proposed Medical Staff Bylaws (Attachment No. 1) - Page 46 of 46

ARTICLE 11
ADOPTION

These Bylaws are adopted and made effective upon approval of the Board, superseding and
replacing any previous Medical Staff Bylaws, and any inconsistent provisions of the Rules and
Regulations, Medical Staff policies or manuals or Hospital policies pertaining to the subject matter
contained herein.

Adopted by the Medical Staff:

[DATE]

Approved by the Board of Trustees:

[DATE]

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