Medical Staff Bylaws. A Medical Staff Document v11

Medical Staff Bylaws A Medical Staff Document 6822569v11

TABLE OF CONTENTS ARTICLE I NAME...6 ARTICLE II PURPOSES AND RESPONSIBILITIES...7 Page 2.1 Purposes....7 2.2 Responsibilities....7 ARTICLE III APPOINTMENT AND PRIVILEGING...9 3.1 Nature of Appointment and/or Privileges....9 3.2 Non-Discrimination....9 3.3 No Entitlement to Appointment and/or Privileges....9 3.4 Qualifications for Appointment and/or Privileges....10 3.5 Qualifications for Medical Staff Appointment without Privileges....13 3.6 Responsibilities of Appointment and/or Privileges....13 3.7 Responsibilities of Medical Staff Appointees without Privileges....14 3.8 Duration of Appointment and/or Privileges....14 3.9 Contract Practitioners/Advanced Practice Providers....14 3.10 Leave of Absence....15 ARTICLE IV MEDICAL STAFF CATEGORIES...17 4.1 Categories....17 ARTICLE V APPLICATION, APPOINTMENT, REAPPOINTMENT AND PRIVILEGING PROCEDURES...23 5.1 Application....23 5.2 Application Contents....23 5.3 Effect of Application....25 5.4 Applications for Medical Staff Appointment without Privileges....26 5.5 Burden of Producing Information....26 5.6 Processing an Initial Application for Appointment and/or Privileges....26 5.7 Process for Reappointment and/or Regrant of Privileges....30 5.8 Requests for Modification of Appointment Status and/or Privileges....32 5.9 Processing Applications for Medical Staff Appointments without Privileges...32 5.10 Resignations and Terminations....32 5.11 Impact of Final Adverse Decision, Resignation, Withdrawal, or Automatic Termination....33 ARTICLE VI DELINEATION OF CLINICAL PRIVILEGES...34 6.1 Exercise of Privileges....34 6.2 Basis for Privileges Determination....34 6822569v11 i

6.3 Requests for and Granting of Privileges....34 6.4 Recognition of a New Service, Procedure, or Technique....34 6.5 Amendment of Existing Privilege Sets....36 6.6 Clinical Privileges that Cross Specialty Lines....36 6.7 Dentists, Oral Surgeons, Podiatrists, Psychologists, Etc....37 6.8 Privileges without Medical Staff Appointment....38 6.9 Termination of Temporary, Locum Tenens, Disaster, Telemedicine, Code Coverage, Service Specific, or Moonlighting Privileges....43 6.10 Professional Practice Evaluation....43 6.11 Responsibilities of Practitioners who Supervise or Collaborate with Advanced Practice Providers....44 ARTICLE VII MEDICAL STAFF OFFICERS...46 7.1 Officers of the Medical Staff....46 7.2 Qualifications of Officers....46 7.3 Nomination and Election Process....46 7.4 Term of Office....48 7.5 Removal from Office....48 7.6 Vacancies in Office....49 7.7 Duties of Officers....49 ARTICLE VIII MEDICAL STAFF DEPARTMENTS & DIVISIONS...51 8.1 Current Departments....51 8.2 Creation and Dissolution of Departments...51 8.3 Evaluation of Departments...52 8.4 Functions of Departments...53 8.5 Assignment to Departments and Divisions...53 8.6 Department Chairs...54 8.7 Medical Staff Divisions...57 ARTICLE IX MEDICAL STAFF COMMITTEES...60 9.1 Peer Review Committees....60 9.2 Standing Medical Staff Committees....60 9.3 Function-Specific and Ad Hoc Committees...61 9.4 Medical Staff Executive Committee...62 9.5 Standing Medical Staff Committees...66 9.6 Special Conferences...71 ARTICLE X CORRECTIVE ACTION...72 10.1 Collegial Intervention...72 10.2 Corrective Action....72 10.3 Summary Suspension....75 10.4 Automatic Suspension....76 10.5 Automatic Termination....79 6822569v11 ii

10.6 Continuity of Patient Care....80 ARTICLE XI HEARING AND APPELLATE REVIEW PROCEDURE...82 11.1 Effect of Adverse Recommendation or Action....82 11.2 Recommendations or Actions of the MSEC or Board....82 11.3 Notice of Adverse Recommendation or Action; Right to Request Hearing; and Waiver....84 11.4 Hearing Requirements....84 11.5 Appointment of Hearing Panel or Hearing Officer....85 11.6 Hearing Procedure....86 11.7 Report of the Hearing Panel or Hearing Officer and Further Action....88 11.8 Initiation and Prerequisites of Appellate Review....90 11.9 Appellate Review Procedure....90 11.10 Final Decision of the Board....93 11.11 Notice of Final Board Decision....93 11.12 Reporting...93 11.13 General Provisions....93 ARTICLE XII CONFIDENTIALITY, REPORTING IMMUNITY AND RELEASES...95 12.1 Special Definitions....95 12.2 Authorizations and Conditions....95 12.3 Confidentiality of Information....95 12.4 Immunity from Liability....96 12.5 Activities and Information Covered....96 12.6 Releases...97 12.7 Cumulative Effect....97 ARTICLE XIII MEDICAL STAFF, COMMITTEE AND DEPARTMENT MEETINGS...98 13.1 Medical Staff Meetings....98 13.2 Department and Medical Staff Committee Meetings....98 13.3 Notice of Meetings....98 13.4 Quorum....98 13.5 Agenda....99 13.6 Minutes....99 13.7 Manner of Action....99 13.8 Action without a Meeting....100 13.9 Rules of Order....100 13.10 Voting Options....100 13.11 Attendance Requirements...100 13.12 Confidentiality....100 ARTICLE XIV GENERAL PROVISIONS...101 14.1 Internal Conflicts of Interest....101 14.2 Medical Staff Dues....102 6822569v11 iii

14.3 Medical History and Physical Examination Requirements....102 14.4 Indemnification....102 ARTICLE XV ADOPTION AND AMENDMENT...103 15.1 Medical Staff Authority and Responsibility....103 15.2 Medical Staff Action....103 15.3 Board Action Regarding Medical Staff Bylaws....103 15.4 Joint Conference Committee Action Regarding Medical Staff Bylaws....104 15.5 Technical Changes....104 15.6 Review....104 15.7 Distribution....104 15.8 Adoption and Amendment of Medical Staff Policies and Rules and Regulations....104 15.9 Board Action Regarding Medical Staff Policies and Rules & Regulations....105 15.10 Joint Conference Committee Action....105 15.11 Appointee Action....105 15.12 Conflict Between Documents....106 15.13 Medical Staff/MSEC Conflict Resolution....106 ARTICLE XVI CERTIFICATION OF ADOPTION & APPROVAL...107 6822569v11 iv

CHILDREN S HOSPITAL MEDICAL CENTER OF AKRON MEDICAL STAFF BYLAWS PREAMBLE WHEREAS, Children's Hospital Medical Center of Akron (the "Hospital") is a nonprofit corporation organized under the laws of the State of Ohio with the purpose of providing patient care, education, and research; and, WHEREAS, the Medical Staff is an integral part of the Hospital, appointed by the Board of Directors, and not a separate or independent organization. The Medical Staff derives its authority from the Board and will function in accordance with these Bylaws, as well as the Hospital Regulations, that have been adopted by the Board; and, WHEREAS, the Board of Directors recognizes that each Physician, Dentist, Podiatrist, Psychologist, and Advanced Practice Provider appointed to the Medical Staff and/or granted Privileges at the Hospital has responsibility for the exercise of professional judgment in the care and treatment of patients; and, WHEREAS, the Medical Staff, through its Department Chairs, committees and officers, will be responsible and accountable to the Board for the discharge of those duties and responsibilities delegated by the Board from time to time; and, WHEREAS, the Board of Directors, in accordance with legal and accreditation requirements, has delegated to the Medical Staff, through its Departments and committees and certain officers of the Medical Staff, the duties and responsibilities set forth in these Bylaws for supervising and monitoring the quality of care provided by Practitioners and Advanced Practice Providers in the Hospital and for making recommendations concerning applications for appointment, reappointment and Clinical Privileges; and, WHEREAS, neither the Hospital nor the Medical Staff intends that these Bylaws will constitute, or will be construed to create, a contract between any Practitioner or Advanced Practice Provider and the Hospital; and WHEREAS, the Medical Staff recognizes and accepts its role and responsibilities in the efforts of the Hospital to foster prevention, amelioration and cure of illness, disease and injury and to provide or assist in providing medical education and continuing medical education for Practitioners, Advanced Practice Providers, residents, interns, and medical students; THEREFORE, the Medical Staff, through its Medical Staff leaders and Departments, Divisions, and committees of the Medical Staff, is organized to provide a framework for selfgovernance in order to accomplish its required functions, including, but not limited to, accounting to the Board for the quality of care rendered in the Hospital. Hospital management will cooperate with and assist members of the Medical Staff in the accomplishment of this responsibility to the Hospital. 6822569v11

DEFINITIONS For purposes of these Medical Staff Bylaws, the following definitions shall apply: "Advanced Practice Provider" or "APP" means Advanced Practice Registered Nurses (APRNs) and Physician Assistants (PAs) who have applied for and/or been granted Medical Staff appointment and/or Privileges to practice at the Hospital in collaboration with or under the supervision of a Physician, Dentist, or Podiatrist, as applicable, with Medical Staff appointment and Privileges at the Hospital unless otherwise provided in these Bylaws. References to APPs in these Bylaws do not include Allied Health Professionals (other than APPs) who may be granted Privileges without a Medical Staff appointment (i.e. RNFAs, etc.). "Adverse" means a recommendation or action of the Medical Staff Executive Committee or Board that denies, limits, or otherwise restricts Medical Staff appointment and/or Privileges on the basis of quality of care or professional conduct or competence or as otherwise defined in the Medical Staff Bylaws. "Allied Health Professional" or "AHP" includes Registered Nurse First Assistants, and other allied health professionals (other than Advanced Practice Providers) who are granted Privileges to practice at the Hospital either independently, or in collaboration with or under the supervision of a Physician with Medical Staff appointment and Privileges at the Hospital. AHPs shall be governed by the Allied Health Professional Policy. "Applicant" means a Practitioner or Advanced Practice Provider who seeks Medical Staff appointment and/or Privileges at the Hospital or a change in his/her appointment and/or Privileges. "Appointee" means a Practitioner or Advanced Practice Provider who has been granted appointment to the Medical Staff. An Appointee must also have applied for and been granted Privileges unless the appointment is to a Medical Staff category without Privileges. Medical Staff Appointees shall have such Prerogatives and responsibilities as set forth in the Medical Staff category to which each is appointed. "Board of Directors" or "Board" means the Board of Directors of the Hospital or the Board s designee(s). "Bylaws" or "Medical Staff Bylaws" means the articles herein, and amendments thereto, that constitute the basic governing document of the Medical Staff. "Chief Executive Officer or CEO means the individual appointed by the Board to serve as the Board's representative in the overall administration of the Hospital. The CEO may, consistent with the authority granted to him/her by the Hospital s Regulations, appoint a representative to perform certain administrative duties identified in these Bylaws. Chief Medical Officer or CMO means the individual appointed by the Board to serve as the Medical Staff representative in the overall administration of the Hospital. 6822569v11 2

"Dentist" means a Doctor of Dental Surgery ( D.D.S. ) or Doctor of Dental Medicine ( D.M.D. ) who is currently licensed to practice dentistry in Ohio unless otherwise provided in these Bylaws. Department means a grouping of clinical services as provided for in these Medical Staff Bylaws. Departments may be further divided into clinical Divisions led by Division Directors. Department Chair means the qualified Appointee who has been appointed as the head of a Department by the Board. "Ex Officio" means service as an appointee to a body by virtue of an office or position held and, unless otherwise expressly provided, without voting rights. "Federal Healthcare Program" means Medicare, Medicaid, TriCare, or any other federal or state program providing healthcare benefits that is funded directly or indirectly by the United States government. "Good Standing" means that an Appointee, at the time the issue is raised, has met the attendance and Medical Staff/Department/Division/committee participation requirements during the previous Medical Staff Year; is not in arrears in dues payments; and has not received an automatic suspension or restriction of his/her appointment and/or Privileges in the previous twelve (12) months; provided, however, that if an Appointee has been automatically suspended in the previous twelve (12) months for failure to comply with the Hospital's/Medical Staff s policies or procedures regarding medical records and has subsequently taken appropriate corrective action, such automatic suspension shall not adversely affect the Appointee's Good Standing status. "Hospital" means the Children s Hospital Medical Center of Akron located in Akron, Ohio including the Hospital s provider-based locations. Joint Conference Committee means an ad hoc special-purpose Board committee consisting of equal members of Board members selected by the Board and Medical Staff Appointees selected by the MSEC. Should the Board revise the Hospital s Regulations to provide for a standing Joint Conference Committee then this definition will be deemed likewise automatically amended as well. "Medical Staff Executive Committee" or "MSEC" means the executive committee of the Medical Staff. "Medical Staff" means all of the Practitioners and APPs who are granted Medical Staff appointment. Medical Staff Policy or Policies means those Medical Staff policies approved by the MSEC and Board that serve to implement the Medical Staff Bylaws. "Medical Staff Year" means the period from July 1 to June 30. 6822569v11 3

"Patient Encounter" means a professional contact between a Practitioner or APP and a patient whether an admission, consultation, or diagnostic, operative, or invasive procedure at the Hospital. "Physician" means a Doctor of Medicine ( M.D. ) or Doctor of Osteopathic Medicine ( D.O. ) who is currently licensed to practice medicine in Ohio unless otherwise provided in these Bylaws. "Podiatrist" means a Doctor of Podiatric Medicine ( D.P.M ) who is currently licensed to practice podiatry in Ohio unless otherwise provided in these Bylaws. "Practitioner" means an appropriately licensed Physician, Dentist, Podiatrist, or Psychologist. The term Practitioner shall also include Optometrists, Clinical Scientists, and Clinical Pharm.Ds to the extent applicable. "Prerogative" means the right to participate, by virtue of Medical Staff category or otherwise, granted to an Appointee, and subject to the ultimate authority of the Board, the conditions and limitations imposed in these Bylaws, the Medical Staff Rules & Regulations, and other Hospital/Medical Staff policies. President of the Medical Staff or "Medical Staff President" means the qualified Appointee who serves as chief administrative officer of the Medical Staff. "Privileges" mean the permission granted to a Practitioner, Advanced Practice Provider, or Allied Health Professional, as applicable, to render specific diagnostic, therapeutic, medical, dental, podiatric, surgical, or psychological services within the Hospital as specifically delineated to him/her based upon the individual's professional license, experience, competence, ability and judgment. Professional Liability Insurance means professional liability insurance coverage of such kind, in such amount and underwritten by such insurers as required and approved by the Board. "Psychologist" means an individual with a Ph.D or with a Psy.D in clinical psychology who is currently licensed to practice psychology in Ohio unless otherwise provided by these Bylaws. Rules & Regulations means the rules and regulations of the Medical Staff, approved by the MSEC and Board, that govern the provision of care, treatment, and services to Hospital patients. Special Notice means written notification sent by certified mail, return receipt requested, or by personal delivery service with signed acknowledgement of receipt. 6822569v11 4

OTHER Authority of the Medical Staff: Subject to the authority and approval of the Board, the Medical Staff shall exercise such power as is reasonably necessary to discharge its responsibilities under these Bylaws and under the Regulations of the Hospital. Not a Contract: These Bylaws are not intended to and shall not create any contractual rights between the Hospital and any Practitioner or Advanced Practice Provider. Any and all contracts of association or employment shall control contractual and financial relationships between the Hospital and Practitioners or Advanced Practice Providers. Time Computation: In computing any period of time set forth in the Medical Staff governing documents, the date of the act from which the designated period of time begins to run shall not be included. The last day of the period shall be included unless it is a Saturday, Sunday, or legal holiday, in which event the period runs until the end of the next day which is not a Saturday, Sunday or legal holiday. When the period of time is less than seven (7) days, intermediate Saturdays, Sundays and legal holidays shall be excluded. Designation: Whenever an individual is authorized to perform a duty pursuant to the Medical Staff Bylaws, Policies, and/or Rules and Regulations by virtue of his/her position, then reference to such individual shall also include the individual s designee. 6822569v11 5

ARTICLE I NAME These Bylaws address The Medical Staff of the Children s Hospital Medical Center of Akron. 6822569v11 6

ARTICLE II PURPOSES AND RESPONSIBILITIES 2.1 Purposes. The purposes of the Medical Staff are: 2.1.1 To be accountable to the Board for the appropriateness of patient care services and the professional and ethical conduct of each Practitioner and Advanced Practice Provider appointed to the Medical Staff; to oversee the quality of patient care, treatment, and services provided by Practitioners and Advanced Practice Providers privileged through the Medical Staff process; and, to promote patient care at the Hospital that is consistent with generally recognized standards of care. 2.1.2 To be the formal organizational structure through which the benefits of Medical Staff appointment and/or Privileges may be obtained and the obligations of Medical Staff appointment and/or Privileges may be fulfilled. 2.1.3 To provide an appropriate and efficient forum for Practitioner and Advanced Practice Provider input to the Board and CEO on applicable administrative and medical issues. 2.2 Responsibilities. The Medical Staff's responsibilities shall be: 2.2.1 To participate in the Hospital s performance improvement/quality assessment, quality review, and utilization management programs, and to conduct activities required by the Hospital to assess, maintain, and improve the quality and efficiency of medical care in the Hospital by, without limitation: (d) (e) Evaluating Practitioner and Advanced Practice Provider performance through use of a valid measurement system as developed by the Hospital based upon clinically sound criteria. Monitoring critical patient care practices on an ongoing basis. Establishing criteria and evaluating Practitioner and Advanced Practice Provider credentials for appointment and reappointment to the Medical Staff, including Medical Staff category and Department/Division assignments, and for identifying the Privileges that are granted to Practitioners and Advanced Practice Providers in the Hospital. Initiating and pursuing corrective action with respect to Practitioners and Advanced Practice Providers when warranted. Identifying and advancing, in accordance with sound resource utilization practices, the appropriate use of Hospital resources available for meeting patients' medical, social, and emotional needs. 2.2.2 To assist in the development, delivery, and evaluation of continuing medical education and training programs. 6822569v11 7

2.2.3 To develop, maintain and enforce compliance with the Medical Staff Bylaws, Policies and Rules & Regulations that promote sound professional practices, organizational principles, and compliance with applicable law. 2.2.4 To participate in the Hospital's strategic planning activities, to assist in identifying community health needs, and to participate in developing and implementing appropriate policies and programs to meet those needs. 2.2.5 To fulfill the obligations and appropriately use the authority granted in these Medical Staff Bylaws in a timely manner through the use of Medical Staff officers, committees, and individuals and to account therefore to the Board. 6822569v11 8

ARTICLE III APPOINTMENT AND PRIVILEGING 3.1 Nature of Appointment and/or Privileges. Appointment to the Medical Staff is separate and distinct from a grant of Privileges. A Practitioner or Advanced Practice Provider may be granted Medical Staff appointment with Privileges; Medical Staff appointment without Privileges, or Privileges without an appointment. A Practitioner or Advanced Practice Provider who is granted appointment to the Medical Staff is entitled to such Prerogatives and is responsible for fulfilling such obligations as are set forth in these Bylaws and the Medical Staff category to which the Practitioner or Advanced Practice Provider is appointed. Medical Staff appointment shall confer only such Privileges, if any, as are granted. A Practitioner or Advanced Practice Provider who is granted Privileges is entitled to exercise such Privileges as are granted by the Board, or as otherwise provided for herein, and is responsible for fulfilling such obligations as set forth in these Bylaws and the applicable Privilege set. No person, including those with a contract or employment with the Hospital, may admit or provide any care, treatment, or services to patients in the Hospital unless he/she has been granted Privileges to do so in accordance with the procedures set forth in these Medical Staff Bylaws. 3.2 Non-Discrimination. No Applicant shall be denied appointment and/or Privileges on the basis of race, sex, age, creed, religion, color, national origin, sexual preference, or disability/handicap unrelated to his/her ability to fulfill patient care needs and required Medical Staff obligations or as otherwise prohibited by law. Further, no qualified Practitioner shall be denied appointment or Privileges based solely on whether he/she is certified to practice medicine, osteopathic medicine, or podiatry, or licensed to practice dentistry or psychology. 3.3 No Entitlement to Appointment and/or Privileges. 3.3.1 No Applicant shall be entitled to Medical Staff appointment and/or Privileges at the Hospital merely by virtue of the fact that he/she: (d) (e) Holds a certain degree or a valid license/certificate to practice in Ohio or any other state. Is certified by any clinical board. Is a member of any professional organization. Has previously had a Medical Staff appointment or Privileges in this Hospital, or is a current or former medical staff appointee, or holds or has held privileges in any other hospital or other health care facility. Contracts with or is employed by the Hospital. 6822569v11 9

3.4 Qualifications for Appointment and/or Privileges. 3.4.1 Unless otherwise provided in these Bylaws, every Applicant who applies for appointment and/or Privileges must demonstrate to the satisfaction of the Medical Staff and the Board at the time of application and initial appointment/privileging, and continuously thereafter, that he/she meets all of the following qualifications for appointment and/or Privileges and any other qualifications and requirements as set forth in these Medical Staff Bylaws, the Hospital s Regulations, or as otherwise hereinafter established by the Board. (d) Practitioners must hold a current, valid, unrestricted certificate/license issued by the State of Ohio or other appropriate credentials to practice their respective profession and meet the continuing education requirements for licensure as determined by the applicable State licensure board. Practitioners must have never had a license to practice revoked by any state licensing agency. Advanced Practice Providers must hold a current, valid, unrestricted certificate of authority/certificate to practice issued by the State of Ohio and meet the continuing education requirements for licensure as determined by the applicable State licensure board. Advanced Practice Providers must have never had a certificate of authority/certificate to practice revoked by any state licensing agency. Advanced Practice Providers must hold a current, valid Certificate to Prescribe if applicable. Practitioners and Advanced Practice Providers must hold, if appropriate, a current, valid Drug Enforcement Administration ( DEA ) registration. (e) Practitioners and Advanced Practice Providers must provide documentation of his/her professional education. (f) (g) Practitioners must provide, if applicable, documentation of successful completion of an approved residency in the specialty(ies) in which the Applicant seeks Privileges. Practitioners and Advanced Practice Providers shall also provide documentation of successful completion of other training programs, internships, and/or fellowships, as applicable. Practitioners must provide, if applicable, documentation of board eligibility or certification and maintenance of certification in his/her area(s) of practice at the Hospital by the appropriate specialty/subspecialty board(s) as set forth in the Board Certification Policy as such policy may be amended from time to time. (h) Practitioners and Advanced Practice Providers must provide documentation evidencing an ongoing ability to provide continuous patient care, treatment, and services consistent with acceptable standards 6822569v11 10

of practice and available resources including current experience, clinical results, and utilization practice patterns. (i) (j) (k) (l) (m) (n) (o) Practitioners and Advanced Practice Providers must have demonstrated an ability to work with and relate to others in a cooperative, professional manner that maintains and promotes an environment of quality and efficient patient care. Practitioners and Advanced Practice Providers must agree to fulfill, and fulfill, the obligations of Medical Staff appointment and/or Privileges as set forth in these Bylaws. Practitioners and Advanced Practice Providers must document and demonstrate an ability to exercise the Privileges requested safely and competently with or without reasonable accommodation. Practitioners and Advanced Practice Providers must be able to read and understand the English language, to communicate effectively and intelligibly in English (written and verbal), and be able to prepare medical record entries and other required documentation in a legible and professional manner. Practitioners and Advanced Practice Providers must have and maintain current, valid Professional Liability Insurance. Advanced Practice Providers must designate a Physician, Podiatrist or Dentist, as applicable, with Medical Staff appointment and Privileges at the Hospital to supervise or collaborate with the Advanced Practice Provider and must have a current, valid supervision agreement or standard care arrangement with his/her supervising or collaborating Physician or Podiatrist if required by Ohio law. Practitioners and Advanced Practice Providers must comply with the Hospital s conflict of interest policy, if any, as applicable. 3.4.2 In the case of initial applications for Medical Staff appointment and/or Privileges or applications for new Privileges during the course of an appointment/privilege period, the requested appointment/privileges must be compatible with any policies, plans, or objectives formulated by the Board concerning: The Hospital's patient care needs, including current and projected needs. The Hospital's ability to provide the facilities, equipment, personnel and financial resources that will be necessary if the application is approved. The Hospital's decision to contract exclusively for the provision of certain medical services with a Practitioner/Advanced Practice Provider or a 6822569v11 11

group of Practitioners/Advanced Practice Providers other than the affected Practitioner/Advanced Practice Provider. 3.4.3 A Practitioner or Advanced Practice Provider who does not satisfy one or more of the baseline criteria outlined above may request a waiver. (d) (e) (f) (g) (h) A request for waiver will be submitted to the Credentials Committee in writing for consideration. The Practitioner or Advanced Practice Provider who is requesting the waiver bears the burden of demonstrating that his/her qualifications are equivalent to, or exceed, the criterion in question; or, that there are other extraordinary circumstances that justify a waiver. In reviewing the request for a waiver, the Credentials Committee may consider the specific qualifications of the individual and/or other information supplied by the Practitioner or Advanced Practice Provider, input from the applicable Department Chair, and the best interests of the Hospital and the communities it serves. The Credentials Committee s recommendation will be forwarded to the MSEC. The MSEC will review the recommendation of the Credentials Committee and make a recommendation to the Board as to whether to grant or deny the request for waiver. A waiver may be granted at the sole discretion of the Board upon a recommendation of the MSEC, in extraordinary circumstances, based upon a determination that such waiver will serve the best interests of patient care. No Applicant is entitled to a waiver. Any recommendation to grant a waiver will include the basis for such. The granting of a waiver in a particular case is not intended to set a precedent for any other Applicant(s). Once a waiver is granted, it shall remain in effect from the time it is granted until resignation/termination of Medical Staff appointment/privileges. If the Practitioner or Advanced Practice Provider subsequently reapplies for appointment and/or Privileges, he/she must satisfy the then current baseline criteria or reapply for the waiver. An application for Medical Staff appointment and/or Privileges that does not satisfy baseline criteria, and for which the Applicant has requested a waiver, will not be processed until a waiver is granted by the Board. A determination by the Board that an Applicant is not entitled to a waiver (and, hence, fails to meet baseline criteria for Medical Staff appointment and/or Privileges) does not create any procedural due process rights nor does it create a reportable event for purposes of federal or state law. 6822569v11 12

3.5 Qualifications for Medical Staff Appointment without Privileges. Applicants for Medical Staff appointment without Privileges shall meet such qualifications as set forth in the applicable Medical Staff category and as otherwise recommended by the Medical Staff Executive Committee and approved by the Board. 3.6 Responsibilities of Appointment and/or Privileges. 3.6.1 Unless otherwise provided in these Bylaws, each Practitioner and Advanced Practice Provider granted an appointment and/or Privileges under these Bylaws must, as applicable: (d) (e) (f) (g) (h) (i) (j) Provide his/her patients with professional services consistent with the recognized standards of practice in the same or similar communities and the resources locally available. Comply with the Medical Staff Bylaws, Policies, and Rules & Regulations, the Hospital s Regulations and applicable standards, policies, and procedures, accreditation standards, and laws. Participate in Medical Staff, Department, Division, committee, and/or Hospital functions for which he/she is responsible. Complete medical records and other records in such manner and within the time period required by the Hospital for all patients he/she admits, or otherwise provides care for at the Hospital. Abide by generally recognized standards of medical and professional ethics. Satisfy the ongoing continuing education requirements, as applicable, established by the Medical Staff or as otherwise required to maintain licensure/certification. Abide by the terms of the Hospital's Notice of Privacy Practices prepared and distributed to Hospital patients as required by the federal patient privacy regulations. Abide by the terms of the Hospital s corporate responsibility program. Exercise the Prerogatives and satisfy obligations of the Medical Staff category to which he/she is assigned and the Department/Division of which he/she is a member. Cooperate and participate, as requested by the Medical Staff, in quality assurance activities and utilization review activities, whether related to oneself or others. 6822569v11 13

(k) (l) (m) (n) (o) (p) Work in a cooperative, professional and civil manner and refrain from any behavior or activity that is disruptive to Hospital operations. Cooperate in any relevant or required review of a Practitioner s or Advanced Practice Provider s (including his/her own) credentials, qualifications or compliance with these Bylaws; and refrain from directly or indirectly interfering, obstructing or hindering any such review, whether by threat of harm or liability, by withholding information, or by refusing to perform or participate in assigned responsibilities or otherwise. Assist with any Medical Staff approved education programs for students, interns and residents, if applicable. Comply with the Hospital s policy related to conflicts of interest, if any, as applicable. As a precondition to the exercise of Privileges, a Practitioner or Advanced Practice Provider must designate another Practitioner or Advanced Practice Provider with comparable Privileges who has agreed to provide back-up coverage for the Practitioner's or Advanced Practice Provider s patients in the event the Practitioner or Advanced Practice Provider is not available. Promptly notify Medical Staff Services if/when any of the information set forth in his/her current application for Medical Staff appointment and/or Privileges changes. 3.6.2 Failure to satisfy any of the aforementioned obligations may be grounds for corrective action or denial of reappointment/regrant of Privileges. 3.7 Responsibilities of Medical Staff Appointees without Privileges. Practitioners and Advanced Practice Providers granted Medical Staff appointment without Privileges shall fulfill such responsibilities as set forth in the applicable Medical Staff category and as otherwise recommended by the Medical Staff Executive Committee and approved by the Board. 3.8 Duration of Appointment and/or Privileges. Initial appointments and/or Privileges, modifications of Medical Staff appointment and/or Privileges, and reappointments/regrant of Privileges shall be for a period of not more than two (2) years. An appointment or grant of Privileges of less than two (2) years shall not be deemed Adverse for purposes of these Bylaws. 3.9 Contract Practitioners/Advanced Practice Providers. 3.9.1 A Practitioner or Advanced Practice Provider who is or who will be providing specified professional services pursuant to a contract with the Hospital (or for a 6822569v11 14

group holding a contract with the Hospital) must meet the same qualifications, shall be processed in the same manner, and must fulfill the same obligations of Medical Staff appointment and/or Privileges as any other Practitioner or Advanced Practice Provider. 3.9.2 The effect of the expiration or termination of the Practitioner s or APP s contract with the Hospital (or the expiration or termination of the Practitioner s or APP s association with the group holding the contract with the Hospital) upon a Practitioner s or Advanced Practice Provider s appointment and/or Privileges at the Hospital will be governed solely by the terms of the Practitioner s or Advanced Practice Provider s contract with the Hospital (or with the group holding the contract with the Hospital). 3.9.3 In the absence of language in the contract to the contrary, if an exclusive contract under which such Practitioner or Advanced Practice Provider is engaged is terminated or expires, or if the relationship of the Practitioner or Advanced Practice Provider with the entity that has the exclusive contractual relationship with the Hospital is terminated or expires, then the Practitioner s or Advanced Practice Provider s Medical Staff appointment and those Privileges covered by the exclusive contract shall also be terminated, and the procedural rights afforded by Article XI shall not apply; provided, however, that the Board in its sole discretion may waive this automatic termination result. 3.9.4 If the Hospital adopts a policy involving a closed Department/Division or an exclusive arrangement for a particular service(s), any Practitioner or Advanced Practice Provider who previously held Privileges to provide such service(s), but who is not a party to the exclusive contract/arrangement, may not provide such service(s) as of the effective date of the closure of the Department/Division or exclusive arrangement, irrespective of any remaining time on his/her appointment, reappointment and/or Privilege term. 3.10 Leave of Absence. 3.10.1 The Board, at its discretion, may, for good cause, grant Medical Staff Appointees a six-month leave of absence, renewable for an additional six months following specific request of the Appointee. Requests for a leave of absence will be made in writing to the President of the Medical Staff and will state the beginning and ending dates of the requested leave and the reason for such request (such as military duty, additional training, family matters, or personal health condition). A leave may be immediately granted by the President of the Medical Staff for a three-month period during which time the request will be considered by the MSEC which will submit its recommendation to the Board for approval. 3.10.2 Extensions to the leave of absence granted will be considered following written request to the Medical Staff President. Extensions will be granted by the Board only in extraordinary cases of hardship and where extension of a leave is found to be in the best interest of the Hospital. Appointees deployed into active military 6822569v11 15

service, however, may be granted an automatic extension of the leave of absence period by the Chief Executive Officer. 3.10.3 Notwithstanding 3.10.1 and 3.10.2, a leave of absence may not exceed the last date of the Appointee s current appointment/privilege period. 3.10.4 During a leave of absence, the Appointee is not entitled to exercise Privileges at the Hospital and has no appointment Prerogatives and responsibilities with the exception that he/she must continue to pay Medical Staff dues unless otherwise waived by the MSEC. Prior to a leave of absence being granted, the Appointee shall have made arrangements, acceptable to the MSEC and Board, for the care of his/her patients during the leave. 3.10.5 In order to qualify for reinstatement following a leave of absence, the Appointee must maintain Professional Liability Insurance coverage during the leave or purchase tail coverage for all periods during which the Appointee held Privileges. The Appointee shall provide information to demonstrate satisfaction of continuing Professional Liability Insurance coverage or tail coverage as required by this provision upon request for reinstatement. 3.10.6 The Appointee must submit to the MSEC, at least forty five (45) days prior to termination of the leave of absence, or at any earlier time, a written request for reinstatement as well as such additional information as is reasonably necessary to reflect that the Appointee is qualified for reinstatement, or as may otherwise be requested by the MSEC including, but not limited to: A Physician's report on the Appointee's ability to resume practice if the Appointee is returning from a medical leave of absence. A statement summarizing the educational activities undertaken by the Appointee if the leave of absence was for educational reasons. Proof of military status if the leave of absence was for military reasons. 3.10.7 Once the Appointee's request for reinstatement is deemed complete, the MSEC shall, at its next regular meeting, take action on the request in accordance with the procedure set forth in 5.7. 3.10.8 If an Appointee fails to request reinstatement upon the termination of a leave of absence, the MSEC shall make a recommendation to the Board as to how the failure to request reinstatement should be construed. If such failure is determined to be a voluntary resignation, it shall not give rise to any rights pursuant to Article XI of these Bylaws. 6822569v11 16

ARTICLE IV MEDICAL STAFF CATEGORIES 4.1 Categories. The Medical Staff shall be divided into the following categories: Active, Affiliate, Consulting Peer Review, and Emeritus. 4.1.1 Active Medical Staff Qualifications: An Active Medical Staff Appointee must: (i) (ii) Meet the basic qualifications for Medical Staff appointment and Privileges set forth in 3.4.1 unless otherwise recommended by the MEC and approved by the Board. Appointees to the active Medical Staff must demonstrate direct and active support for and participation in the mission of the Hospital. Such participation by the Practitioner or Advanced Practice Provider must include one (1) of the following activities: a) b) c) d) A minimum of five (5) Patient Encounters at the Hospital per appointment/privilege period. Serving on Medical Staff or Hospital committees that directly affect Medical Staff activity, performance improvement, patient care, graduate medical education, or promotion or management of the Hospital. Participating in Hospital sponsored research. Providing administrative or leadership services for the Hospital. If a Practitioner or Advanced Practice Provider who is granted active appointment and Privileges pursuant to (ii) above fails to meet the requirements for Patient Encounters during an appointment/privilege period, the Practitioner or Advanced Practice Provider will be transferred to another Medical Staff category for which he/she is eligible in the absence of a showing, satisfactory to the MSEC and Board, that this was due to unusual circumstances unlikely to occur in the next appointment/privilege period. (iii) Provide continuous care to his/her patients and comply, as applicable, with the On-Call Policy as such policy may be amended from time to time, or have alternative coverage. Prerogatives. An active Medical Staff Appointee may: (i) Exercise such Privileges as are granted. 6822569v11 17

(ii) Attend meetings of the Medical Staff and his/her Department/Division and vote on Medical Staff and Department/Division business. (iii) (iv) (v) (vi) (vii) Serve as a Medical Staff officer, subject to the qualifications set forth in 7.2, and/or Department Chair/Division Chief subject to the qualifications set forth in Article VIII. Serve, chair, and actively participate (including the right to vote) on committees at the request of the Medical Staff President. Attend social functions of the Medical Staff and of his/her Department/Division. Receive all publications, notifications, and communications of the Medical Staff. Participate in the educational programs of the Hospital. (viii) Change his/her Medical Staff category when desired and if eligible in accordance with the requirements set forth in these Bylaws. Responsibilities. An active Medical Staff Appointee shall: (i) Fulfill the basic responsibilities of Medical Staff appointment and Privileges set forth in 3.6.1 unless otherwise recommended by the MEC and approved by the Board. (ii) Retain responsibility within his/her area of professional competence for the daily care and supervision of each patient in the Hospital for whom he/she is providing care, treatment, or services. (iii) (iv) (v) (vi) Provide his/her patients with professional care of generally recognized and accepted levels of quality and efficiency. Maintain confidentiality of patient health information and abide by all related Hospital policies and procedures as well as applicable state and federal laws with respect to same. Complete in a timely and accurate manner medical and other required records. Actively participate in patient care reviews and other quality assurance/performance improvement activities required of the Hospital. 6822569v11 18

(vii) Participate in professional practice evaluation activities as assigned. (viii) Actively participate, as required, in inpatient and outpatient services and call schedules/rotation schedules assigned by the Medical Staff leadership. (ix) (x) Actively participate in graduate medical education. Promptly pay all Medical Staff dues and assessments. 4.1.2 Affiliate Medical Staff. Qualifications. An affiliate Medical Staff Appointee must: (i) (ii) Meet the basic qualifications for Medical Staff appointment set forth in 3.4.1 unless otherwise recommended by the MSEC and approved by the Board. Provide healthcare to patients in the community the Hospital serves. Prerogatives. An affiliate Medical Staff Appointee may: (i) (ii) (iii) (iv) (v) (vi) (vii) Serve on and/or chair, with the right to vote, Medical Staff committees except the Medical Staff Executive Committee, the Nominating Committee, and the Credentials Committee. Attend meetings of the Medical Staff without vote. Attend social functions of the Medical Staff. Participate in the educational programs of the Hospital. Receive publications of the Medical Staff. Visit his/her patients in the Hospital and review those patients medical records consistent with applicable Medical Staff/Hospital policies; provided, however, that the Appointee may not write orders or progress notes, make notations in the medical record, or otherwise participate in the provision of care or the management of patients at the Hospital. Change Medical Staff category when desired and if eligible in accordance with the requirements set forth in these Bylaws. Limitations. An affiliate Medical Staff Appointee may not: (i) Admit patients or exercise Clinical Privileges 6822569v11 19

(ii) (iii) Vote on Medical Staff, Department, or Division matters Hold Medical Staff office or serve as a Department Chair or Division Director. (d) Responsibilities. An Affiliate Medical Staff Appointee must: (i) (ii) Fulfill such responsibilities of Medical Staff appointment as recommended by the Medical Staff Executive Committee and approved by the Board. Promptly pay Medical Staff dues and assessments. 4.1.3 Consulting Peer Review Medical Staff. Qualifications. A consulting peer review Medical Staff Appointee must: (i) (ii) (iii) (iv) Practice either locally or in another city and/or state in which he/she has a valid license to practice. Demonstrate participation on the active medical staff at another accredited hospital requiring performance improvement/quality assessment activities similar to those of Hospital. Possess skills needed at the Hospital for a specific peer review project or for peer review consultation on an occasional basis when requested by Hospital administration, the Board, or a Medical Staff committee; or, possess skills needed at the Hospital in order to proctor a procedure either on-site or via telecommunication. For purposes of this provision reference to proctor does not include the granting or exercise of Privileges at the Hospital. Meet such other requirements, if any, as set forth in the Hospital s Peer Review/Professional Practice Evaluation Policy as such policy may be amended from time to time. Prerogatives. A consulting peer review Medical Staff Appointee may: (i) (ii) (iii) Review selected medical record components, organizational information, and peer review materials retained by the Hospital for the purpose of rendering an opinion on the quality of health care provided to patients at the Hospital or otherwise perform related peer review services as specifically requested. Not be granted Privileges at the Hospital. Be invited to attend Medical Staff, Department/Division or committee meetings as a guest. 6822569v11 20

Responsibilities. A consulting peer review Medical Staff Appointee shall: (i) Perform such duties as are set forth in the Peer Review/Professional Practice Evaluation Policy, as such policy may be amended from time to time, and as otherwise requested of him/her and which he/she agrees to perform. (ii) Not be charged Medical Staff dues. 4.1.4 Emeritus Medical Staff Qualifications. The emeritus Medical Staff shall: (i) (ii) (iii) (iv) Consist of Medical Staff Appointees who are recognized for outstanding or noteworthy contributions to the medical sciences or have a record of previous long-standing service to the Hospital. Medical Staff Appointees who have retired from active practice may be nominated for appointment to the emeritus Medical Staff. Appointment to this category shall be made by the Board upon recommendation of the MSEC based upon a nomination by an active Appointee with support from the applicable Department Chair. Appointment to the emeritus Medical Staff is a lifetime appointment unless terminated by the Board for just cause. Prerogatives. Emeritus Medical Staff Appointees may: (i) (ii) (iii) (iv) Serve on Medical Staff committees, with the right to vote, with the exception of the Medical Staff Executive Committee, Nominating Committee, and Credentials Committee. Attend meetings of the Medical Staff, without vote. Attend social functions of the Medical Staff. Participate in the educational programs of the Hospital. Limitations. An emeritus Medical Staff Appointee may not: (i) (ii) (iii) Admit patients or exercise Clinical Privileges Vote on Medical Staff, Department, or Division matters Be assigned to a Department or Division 6822569v11 21