DOCTORS HOSPITAL, INC. Medical Staff Bylaws

3.1.11 FINAL VERSION; AS AMENDED 7.22.13; 10.20.16; 12.15.16 DOCTORS HOSPITAL, INC. Medical Staff Bylaws DMLEGALP-#47924-v4

Table of Contents Article I. MEDICAL STAFF MEMBERSHIP... 4 Section 1. Purpose... 4 Section 2. Nature of Medical Staff Membership... 4 Section 3. Qualifications for Staff Membership; Categories of Staff Membership... 4 Section 4. Nondiscrimination... 6 Section 5. Conditions and Duration of Appointment... 6 Section 6. Medical Staff Membership and Clinical Privileges... 6 Section 7. Responsibilities of Each Staff Member... 7 Section 8. Medical Staff Member Rights... 7 Section 9. Staff Dues... 8 Article II. OFFICERS, AT-LARGE MEC MEMBERS, DEPARTMENT CHAIRPERSONS, AND CLINICAL SERVICE CHIEFS... 8 Section 1. Officers of the Medical Staff... 8 Section 2. Qualifications of Officers, At-Large MEC Members, Department Chairpersons and Clinical Service Chiefs... 8 Section 3. Election of Officers, At-Large MEC Members and Department Chairpersons... 9 Section 4. Term of Office for Officers and At-Large MEC Members... 9 Section 5. Vacancies of Office by Officer or At-Large MEC Member... 10 Section 6. Duties of Officers... 10 Section 7. Removal and Resignation from Office... 10 Article III. MEDICAL STAFF ORGANIZATION... 11 Section 1. Organization of the Medical Staff... 11 Section 2. Term, Removal, and Resignation of Department Chair and Clinical Service Chiefs... 11 Section 3. Functions of Department Chair and Clinical Service Chiefs... 12 Section 4. Assignment to Department... 13 Article IV. COMMITTEES... 14 Section 1. Designation... 14 Section 2. Medical Executive Committee... 14 Section 3. Staff Functions... 15 Article V. MEDICAL STAFF MEETINGS... 15 Section 1. Annual Medical Staff Meetings... 15 Section 2. Special Meetings of the Medical Staff... 16 Section 3. Regular Meetings of Departments and Clinical Services... 16 Section 4. Special Meetings of Departments/Committees... 16 Section 5. Quorum... 16 Section 6. Attendance Requirements... 16 Section 7. Participation by the Chief Executive Officer... 16 Section 8. Robert s Rules of Order... 17 Section 9. Notice of Meetings... 17 Section 10. Action of Department, Clinical Service or Committee... 17 Section 11. Rights of Ex-Officio Members... 17 Section 12. Minutes... 17 Article VI. CONFLICT RESOLUTION... 17 Section 1. Conflict Resolution (Medical Staff and Board)... 17 DMLEGALP-#47924-v4

Section 2. Conflict resolution (Medical Staff and MEC)... 18 Article VII. REVIEW, REVISION, ADOPTION AND AMENDMENT... 19 Section 1. Medical Staff Responsibility... 19 Section 2. Methods of Adoption and Amendment of the Medical Staff Bylaws.... 19 Section 3. Methods of Adoption and Amendment to the Investigations, Corrective Action, Hearing and Appeal Manual; the Credentials Procedural Manual; the Organization and Functions Manual; the Definitions Manual; and the Rules & Regulations, as well as any Medical Staff rules, regulations and policies.... 20 Article VIII. BASIC STEPS AND DETAILS... 22 Article IX. MEDICAL HISTORY AND PHYSICAL EXAMINATIONS... 24 DMLEGALP-#47924-v4

Definitions: The capitalized terms used herein and in the Investigations, Corrective Action, Hearing and Appeal Manual; Credentials Procedure Manual; and Organization and Functions Manual are defined in the Definitions Manual. 3

ARTICLE I. MEDICAL STAFF MEMBERSHIP Section 1. Purpose The purpose of this Medical Staff is to bring together qualified Physicians, Dentists, Podiatrists and Psychologists who practice at Doctors Hospital in collaboration with the Hospital to strive for excellence by providing patient care and community health through patient advocacy, effective quality monitoring, credentialing and governance of the Medical Staff. Section 2. Nature of Medical Staff Membership Membership on the Medical Staff of Doctors Hospital is a privilege that shall be extended only to professionally competent Practitioners who continuously meet the qualifications, standards, and requirements set forth in these Bylaws and associated Manuals and Policies of the Medical Staff and Doctors Hospital. Section 3. Qualifications for Staff Membership; Categories of Staff Membership 3.1 The Active Staff Category 3.1.1 Qualifications: The Active Staff category is reserved for Practitioners who have served on the Medical Staff for at least two (2) years and complied with the minimum utilization criteria established by the Board in consultation with the MEC and enumerated in the Credentials Procedure Manual. Minimum utilization criteria may be waived for those Practitioners who document their efforts to support the Hospital s patient care mission to the satisfaction of the MEC and Board. In the event that an appointee to the Active Staff does not meet the qualifications for reappointment to the active category, and if such appointee is otherwise abiding by all Bylaws, Manuals, Rules and Regulations, and Policies of the Staff, the appointee may be appointed to the Associate category, if he/she meets the eligibility requirements for that category. 3.1.2 Prerogatives: Appointees to the Active Staff category may: (a) Exercise such Clinical Privileges as are granted by the Board. (b) May vote on all matters presented by the Medical Staff, and by any applicable Department, Clinical Service and committee to which the Staff Member is assigned. (c) In accordance with any qualifying criteria set forth elsewhere in these Bylaws and Manuals, an appointee to this category may serve as Department Chair, Clinical Service Chief, chairperson of any committee, a member of any committee, and hold any Medical Staff office. 3.1.3 Responsibilities: Appointees to the Active Staff category shall: (a) Contribute to the organizational and administrative affairs of the Medical Staff. (b) Actively participate in recognized functions of the Medical Staff including peer review and performance improvement, risk management, monitoring activities and in the discharge of other staff 4

functions as may be required. (c) Fulfill any meeting attendance requirements as established by the Bylaws, Manuals or by action of the MEC or Board. 3.2 The Associate Staff Category 3.2.1 Qualifications: The Associate Staff category is reserved for Practitioners who do not meet the eligibility requirements for the active category or choose not to pursue active status. Members of the Associate Staff Category must meet the minimum utilization requirements contained in the Credentials Procedure Manual. Minimum utilization criteria may be waived for those Practitioners who document their efforts to support the Hospital s patient care mission to the satisfaction of the MEC and Board. 3.2.2 Prerogatives: Appointees to the Associate Staff category may: (a) Exercise such Clinical Privileges as are granted by the Board. (b) Attend Medical Staff and Department and Clinical Service meetings of which he or she is an appointee and any Medical Staff or Hospital education programs. Associate Staff may not vote on general Medical Staff issues. They may vote at Department and Clinical Service, Medical Staff, and Hospital committees to which they are assigned. Associate Staff may not hold office. They may serve as a chairperson or a member, with vote, on Medical Staff committees. 3.2.3 Responsibilities: Appointees to the Associate Staff category shall: (a) Contribute to the organizational and administrative affairs of the Medical Staff. (b) Actively participate in recognized functions of the Staff appointment including peer review, performance improvement, risk management, monitoring activities (if required) and in discharging other Staff functions as may be required. (c) Fulfill all applicable Policies and Procedures of the Hospital and the Medical Staff. 3.3 The Affiliate Staff Category 3.3.1 Qualifications: The Affiliate Staff category is reserved for Practitioners who desire to be associated with, but do not intend to have, an inpatient practice. The primary purpose of the Affiliate Staff is to promote professional and educational opportunities, and to permit these individuals access to hospital services for their patients by referral to other members of the Medical Staff for admission and care. Individuals requesting appointment to the Affiliate Staff are exempt from certain eligibility criteria set forth in the Credentials Manual. 3.3.2 Prerogatives and Responsibilities: Members of the Affiliate Staff: (a) may attend meetings of the Medical Staff, and applicable clinical service (without vote); (b) have no committee responsibilities, but may agree to serve on a committee, if requested (with vote); (c) may not serve as an officer of the Medical Staff, or chief of a clinical service; (d) may attend educational programs for the Medical Staff; (e) may refer patients to other members of the Medical Staff for admission or care, but are expected to coordinate the transfer of patients to a member of the Medical Staff in such a way as to facilitate continuity of care; (f) may visit their patients when hospitalized and review their medical records, but may not write orders or actively participate in the provision or management of care to patients; (g) are permitted to use the Hospital's diagnostic facilities; (h) are not granted clinical privileges and may not admit or treat patients in the Hospital; (i) and may serve in other administrative capacities and roles as reasonably determined by the Medical Executive Committee. The grant of appointment as an 5

Affiliate Staff member is a courtesy which may be terminated by the Board without rights to the hearing or appeal procedures set forth in the Investigations, Corrective Action, Hearing & Appeal Manual. 3.4 The Emeritus Staff Category The Emeritus Staff category is restricted to those noteworthy individuals recommended by the MEC and approved by the Board. Appointees to the Emeritus Staff category shall consist of those Staff Members who have retired from Hospital practice, who are of outstanding reputation, and have provided distinguished service to the Hospital. Reappointment to this category is not necessary, as appointees are not eligible for Clinical Privileges. They may attend Medical Staff meetings (without vote), Department Meetings (without vote) and Clinical Service meetings (without vote), continuing medical education activities, and may be appointed to committees. They shall not be eligible to hold office. The grant of appointment as an Emeritus Staff member is a courtesy, is entirely discretionary, and may be terminated by the Board without rights to the hearing or appeal procedures set forth in the Investigations, Corrective Action, Hearing & Appeal Manual. Section 4. Nondiscrimination Doctors Hospital will not discriminate in granting staff appointment and/or Clinical Privileges on the basis of ancestry, race, gender, national origin, faith, or disability unrelated to the provision of patient care. Section 5. Conditions and Duration of Appointment The Board shall approve initial appointment and reappointment to the Medical Staff. The Board shall act on appointment and reappointment only after there has been a recommendation from the Medical Executive Committee (MEC). Appointments can be made to one or more Medical Staff Departments appropriate to the Applicant s areas of expertise and requested Privileges. Appointment and Reappointment to the Medical Staff shall be for no more than twenty-four (24) calendar months. Section 6. Medical Staff Membership and Clinical Privileges Requests for Medical Staff membership will be processed only when the potential Applicant meets the current minimum administrative criteria approved by the Hospital Board. Requested Clinical Privileges will be considered only when the request demonstrates compliance with threshold criteria recommended by the MEC and approved by the Board. In the event there is a request for a clinical privilege which there are no approved criteria, the Board, with input from the MEC and administration, will first determine if it will allow the clinical privilege to be practiced at the Hospital and, if so, direct the MEC to promptly develop privileging criteria by considering required licensure, relevant training or experience, current competence, and ability to perform the privileges requested. Once specific criteria for the privilege have been recommended by the MEC and approved by the Board, the request for the privilege will be evaluated. 6

Section 7. Responsibilities of Each Staff Member 7.1 Each Staff Member must abide by the Bylaws, Manuals, Rules and Regulations, and other policies, procedures, and plans of the Hospital and the Medical Staff, including but not limited to the Medical Staff and Hospital policies on professional conduct and behavior. 7.2 Each Staff Member must provide and coordinate appropriate, timely, and continuous care of his or her patients. A patient s general medical condition is managed and coordinated by a Staff Member who is a Physician; and there is a coordination of the care, treatment and services among the Staff Members involved in a patient s care, treatment services 7.3 Each Staff Member must participate in the on call coverage of the emergency department and other coverage programs, including consultations for inpatients, as determined by the MEC and/or the Board (with input from the Department Chair and Clinical Service Chief (if applicable) to ensure that patient care needs are fulfilled). 7.4 Each Staff Member must submit to an appropriate health evaluation as reasonably requested by the MEC, or as part of a post-treatment monitoring plan consistent with the provisions of the applicable Hospital and/or Medical Staff policies. 7.5 Each Staff Member must participate, if assigned, in peer review and performance improvement activities, other Medical Staff committees, and in discharging other Medical Staff functions as may be required. 7.6 Staff Members shall comply with the financial responsibility requirements that apply under Florida law to the practice of their profession. Section 8. Medical Staff Member Rights 8.1 Each Active Staff Member has the right to a meeting with the MEC in accordance with this Section 8.1. In the event such Practitioner is unable to resolve a difficulty working with his or her respective Department Chair or Clinical Service Chief, that Practitioner may, upon presentation of a written notice to the President of the Medical Staff at least two (2) weeks in advance of a regular meeting, meet with the MEC to discuss the issue. 8.2 Any Active Staff Member has the right to initiate a recall election of a Medical Staff Officer, Department Chair or Clinical Service Chief by following the procedure outlined in Article II, Section, 7 of these Bylaws, regarding removal and resignation from office. 8.3 Any Active Staff Member may call a special meeting of the Medical Staff pursuant to Article I, Section 8.3 and Article V, Section 2 of these Bylaws. Upon presentation of a petition signed by Thirty-Three and One-Third Percent (33 1/3%) of the Active Staff Members, the MEC shall schedule a special meeting of the Medical Staff for the specific purposes addressed by the petitioners. No business other than that detailed in the petition may be transacted. 8.4 Intentionally Omitted. 8.5 Any Staff Member may obtain a Department or Clinical Service meeting by presenting to the respective Department Chair or Clinical Service Chief a petition signed by Thirty-Three and One- Third Percent (33 1/3%) of the Active Staff Members of the respective Department or Clinical Service. 7

8.6 The above Sections 8.1-8.5 do not pertain to issues involving professional review actions, denial of requests for appointment or Clinical Privileges, or any other matter relating to individual membership or Clinical Privileges. Section 8.7 and the Investigations, Corrective Action, Hearing and Appeal Manual provide recourse in these matters. 8.7 Any Staff Member has a right to a hearing/appeal pursuant to the Investigations, Corrective Action, Hearing and Appeal Manual. Section 9. Staff Dues 9.1 Annual Medical Staff dues, if appropriate, shall be determined by the Board, after considering recommendation from the MEC. 9.2 Emeritus Staff Members will not be required to pay dues. ARTICLE II. OFFICERS, AT-LARGE MEC MEMBERS, DEPARTMENT CHAIRPERSONS, AND CLINICAL SERVICE CHIEFS Section 1. Officers of the Medical Staff 1.1 President of the Medical Staff 1.2 Vice President of the Medical Staff 1.3 Immediate Past President 1.4 Secretary of the Medical Staff Section 2. Qualifications of Officers, At-Large MEC Members, Department Chairpersons and Clinical Service Chiefs All Medical Staff Members of any discipline or specialty are eligible for membership on the Medical Executive Committee. Officers, At-Large MEC Members, Department Chairpersons and Clinical Service Chiefs must be: (1) Staff Members in good standing of the Active Staff Category; (2) have previously served in a significant Medical Staff capacity at the Hospital or other hospital, (i.e. Department Chair, Clinical Service Chief, Medical Staff Officer, Medical Staff committee chair) and indicate a willingness and ability to serve; and (3) have no pending adverse recommendations concerning Medical Staff appointment or Clinical Privileges. Officers and At-Large MEC Members may not simultaneously hold a position as a medical staff or corporate officer, department chair/service chief, or medical director at any hospital, home health agency, or health care system, not affiliated with Doctors Hospital. In addition, Officers and At-Large MEC Members may not be employed by, be an officer or director of or derive substantial income from a competitor of Doctors Hospital or its affiliates. Prior to accepting a nomination, Medical Staff Members must disclose any such financial or competitive interests to the Nominating Committee or make such disclosure to the Hospital CEO within seven (7) calendar days if it occurs during their term of office and inform the MEC. The Hospital Board may remove from office any Medical Staff Officer, Department Chairperson or At-Large MEC Member who fails to make such disclosure or whom it believes violates the requirements set forth in this Section 2. Noncompliance with these requirements will result in automatic removal of a Medical Staff Officer, Department Chairperson 8

or At-Large MEC Member, unless the Board determines that continuation in office will serve the interests of the Hospital. Section 3. Election of Officers, At-Large MEC Members and Department Chairpersons 3.1 Every other year, or as needed, the MEC shall appoint a Nominating Committee chaired by the Immediate Past President of the Medical Staff with two (2) other MEC Members and four (4) Staff Members who are not members of the MEC. The Chief Executive Officer of Doctors Hospital (or his/her designee) and the Medical Liaison Officer of Doctors Hospital shall be exofficio members of the committee without a vote. The Nominating Committee shall: (1) perform an eligibility screening for those individuals interested in serving as a Department Chairperson, Officer or At Large MEC member, and (2) offer a nominee for each Officer position (except for the Immediate Past President) and for the two (2) non-hospital based At-Large MEC members. Nominations must be announced, and the names of the nominees distributed to all members of the active Medical Staff at least thirty (30) calendar days prior to the election. 3.2 A petition signed by at least ten percent (10%) of the Active Staff may also make nominations. Such petition must be submitted to the Immediate Past President of the Medical Staff at least fourteen (14) calendar days prior to the election for placement on the ballot. The candidate nominated by petition must be confirmed by the Nominating Committee to meet the qualifications in Article II, Section 2 above. If confirmed by the Nominating Committee, the candidate will be placed on the election ballot. 3.3 Officers (except for the Immediate Past President) and the At-Large MEC Members shall be elected every other year with the results to be announced at the annual meeting of the Medical Staff. Only members of the Active Staff category shall be eligible to vote. The election will be by written or electronic ballot (as determined by the President of the Medical Staff and CEO). The new Officers (except for the Immediate Past President) and At-Large MEC Members will be those who receive a majority of the votes cast. 3.4 Prior to assuming office, and in order to serve, all Officers and At Large MEC Members of the Medical Staff must be approved by the Board. The Board may refuse confirmation where a candidate does not meet the requirements of office or is deemed unfit to serve. In the event that the Board fails to ratify the Medical Staff s selection of Officers and At Large MEC Members, the matter will be referred to the Joint Conference Committee for further consideration and recommendation (per Article VI of these Bylaws). If the Board does not approve a Medical Staff selection after a Joint Conference Committee meeting is held, the election of the Officer(s) and/or At Large MEC Member(s) who is not approved shall be null and void and the process of nominating and electing an Officer and/or At Large MEC Member for the position shall commence as set forth in Article II of these Bylaws. Section 4. Term of Office for Officers and At-Large MEC Members All Officers and At-Large MEC Members serve a term of two (2) years. Officers, including the Immediate Past President, shall take office upon written notification from the Hospital CEO of their confirmation by the Board. At-Large MEC Members shall commence their membership on the MEC upon written notification from the Hospital CEO of their confirmation by the Board. An Officer and At-Large MEC Member may be reelected to a position. 9

Section 5. Vacancies of Office by Officer or At-Large MEC Member The MEC shall fill vacancies of an Officer and an At-Large MEC Members during the Medical Staff year, except the office of the Medical Staff President. If there is a vacancy including, but not limited to, death, resignation, or removal, in the office of the Medical Staff President, the Vice President shall serve the remainder of the term. All appointments to fill vacancies are subject to Board approval pursuant to Section 3.4. Section 6. Duties of Officers 6.1 President of the Medical Staff The President of the Medical Staff shall serve as the chair of the MEC and will fulfill duties specified in the Organization and Functions Manual. 6.2 Vice President of the Medical Staff In the absence of the President of the Medical Staff, the Vice President of the Medical Staff shall assume all the duties and have the authority of the President of the Medical Staff. He or she shall perform such further duties to assist the President of the Medical Staff as the President of the Medical Staff may from time to time request. The Vice President of the Medical Staff will serve as a member of the Quality Improvement Committee. The Vice President is expected to succeed the President at the end of the President s term. 6.3 Immediate Past President To serve as a consultant to the President of the Medical Staff and the Vice President of the Medical Staff and to provide feedback to the Officers regarding their performance of assigned duties on an annual basis. The Immediate Past President will serve as a member of the Credentials Committee and chair the Nominating Committee of the Medical Staff. 6.4 Secretary The Secretary shall keep accurate and complete minutes of all meetings, call meetings on order of the President, and perform such other duties as ordinarily pertain to this office. The Secretary is expected to succeed the Vice President at the end of the Vice President s term. Section 7. Removal and Resignation from Office 7.1 The Medical Staff may remove from office any Officer or At-Large MEC Member by petition of twenty percent (20%) of the Active Staff Members and a subsequent two-thirds (2/3) affirmative vote of the Active Staff (either by written or electronic ballot, such method to be determined by the President of the Medical Staff and CEO) and approval by the MEC and Board. Automatic removal of an Officer or At-Large MEC Member shall be for failure to conduct those responsibilities assigned within these Bylaws, or other policies and procedures of the Medical Staff, or for conduct or statements damaging to the Hospital, its goals, or programs, or an automatic or summary suspension of Clinical Privileges. Such failures will be determined by the Hospital Board after consulting with the Joint Conference Committee, and shall be effective upon the Hospital Board's approval of the automatic removal. 7.2 Resignation: Any elected Officer of the Medical Staff or At-large MEC Member may resign, without remorse or recrimination, at any time by giving written notice. Such resignation takes effect on the date of receipt. The resignation letter shall be submitted to the CEO and/or the chairperson of the Board. Failure to maintain any and all of the qualifications for office listed in 10

Article II, Section 2 above, when determined to have occurred by the MEC in consultation with the Joint Conference Committee shall be considered an automatic resignation from office. ARTICLE III. MEDICAL STAFF ORGANIZATION Section 1. Organization of the Medical Staff 1.1 The Medical Staff of Doctors Hospital shall be organized as a departmentalized staff. The current departments organized by the Medical Staff and formally recognized by the MEC and Board are listed in the Organization and Functions Manual. Each Department shall have a chairperson with overall responsibility for the supervision and satisfactory discharge of assigned functions as listed in Section 3 below and the Organizations and Function Manual. 1.2 The MEC may also recognize any group of Practitioners who wish to organize themselves into a Clinical Service accountable to a Department as determined by the MEC ("Clinical Service"). The MEC, with approval of the Board, may designate new Clinical Services or dissolve current Clinical Services as it determines will best meet the Medical Staff functions of promoting performance improvement, patient safety, and effective credentialing and privileging. Any Clinical Service, if organized, shall not be required to hold regularly scheduled meetings, nor shall attendance be required. Clinical Services are completely optional, and are not responsible for fulfilling any primary functions of the Medical Staff. Clinical Services may perform the following activities: 1.2.1 Elect a Clinical Service Chief; 1.2.2 Continuing education/discussion of patient care; 1.2.3 Grand rounds; 1.2.4 Discussion of policies and procedures; 1.2.5 Discussion of equipment needs; 1.2.6 Development of recommendations for a department or the MEC; 1.2.7 Participation in the development of criteria for Clinical Privileges when requested by a department, the Credentials Committee or MEC; and 1.2.8 Discussion of a specific issue at the request of a department or the MEC. 1.3 No minutes or reports shall be required reflecting the activities of the Clinical Service. When a Clinical Service is making a formal recommendation a report shall be submitted to the appropriate Medical Staff department or other Medical Staff committee that may then forward such recommendation to the MEC, documenting the specific position of the Clinical Service. Section 2. Term, Removal, and Resignation of Department Chair and Clinical Service Chiefs 2.1 Department Chair and Clinical Service Chiefs shall serve a term of two (2) years commencing on January 1st and are eligible to serve successive terms. Department Chairs and Clinical Service 11

Chiefs must be members of the Active Staff with relevant Clinical Privileges and certified by an appropriate specialty board or have affirmatively established comparable competence through the privilege delineation process. Also, Department Chairs and Clinical Service Chiefs must satisfy the qualifications set forth in Article II, Section 2 of these Bylaws. The Hospital Board must confirm the election of each Department Chair and Clinical Service Chiefs. 2.2 Department Chairs and Clinical Service Chiefs will be elected by majority vote of the voting Active Staff members of the Department and Clinical Service respectively (whether by written or electronic ballot, as determined by the President of the Medical Staff and CEO), subject to ratification by the MEC and approval of the Board of Directors. 2.3 Department Chairs and Clinical Service Chiefs will be removed from office by the MEC upon receipt of a recommendation of the Department or Clinical Service respectively, or, in the absence of such recommendation, the MEC may act on its own if any of the following occurs: 2.3.1 The Department Chair or Clinical Service Chief ceases to be a Staff Member in good standing of the Medical Staff. 2.3.2 The Department Chair or Clinical Service Chief suffers a loss or significant limitation of practice privileges, or if any other good cause exists. 2.3.3 The Department Chair or Clinical Service Chief fails, in the opinion of the Department or Clinical Service respectively or the MEC, to demonstrate to the satisfaction of the Department or Clinical Service respectively, the MEC or Board that he or she is effectively carrying out the responsibilities of the position. 2.3.4 If removal is required, the MEC shall appoint a replacement for the remainder of such person s term. 2.4 Resignation: Any elected Department Chair and Clinical Service Chief may resign, without remorse or recrimination, at any time by giving written notice. Such resignation takes effect on the date of receipt. The resignation letter shall be submitted to the CEO and/or the chairperson of the Board. Failure to maintain any and all of the qualifications for office listed in Article II, Section 2 above, when determined to have occurred by the MEC in consultation with the Joint Conference Committee shall be considered an automatic resignation from office. Section 3. Functions of Department Chair and Clinical Service Chiefs 3.1 Department Chairs. The roles and responsibilities of the Department Chairs shall be as follows: a. To oversee all clinically-related activities of the Department; b. To oversee all administratively-related activities of the Department provided for by Doctors Hospital; c. To provide ongoing surveillance of the performance of all individuals in the Medical Staff Department who have been granted Clinical Privileges; d. To recommend to the Credentials Committee the criteria for requesting Clinical Privileges that are relevant to the care provided in the Medical Staff Department; 12

e. To recommend Clinical Privileges for each member of the Department and licensed independent practitioners; f. To assess and recommend to the MEC and Hospital administration, off-site sources for needed patient care services not provided by the Medical Staff Department or the Hospital; g. To monitor and evaluate the quality and appropriateness of patient care provided in the Medical Staff Department and to implement action following review and recommendations by the Performance Improvement Steering Council and Patient Safety Committee and/or the MEC; h. To integrate the Department into the primary functions of the Hospital; i. To coordinate and integrate interdepartmental and intradepartmental services and communication; j. To participate in the administration of the Department through cooperation with nursing services and Hospital administration in matters affecting patient care; k. To develop and implement Medical Staff and Hospital policies and procedures that guide and support the provision of patient care treatment and services; l. To recommend to the Hospital administration the sufficient numbers of qualified and competent persons to provide patient care treatment and services; m. To provide input to the Credentials Committee regarding the qualifications and competence of Allied Health Professionals and other professionals such as nurses, technicians, etc. which may require additional training for specific procedures; n. To provide continuous assessment and improvement of the quality of care, treatment and services; o. To maintain quality control programs as appropriate; p. To orient and continuously educate all persons in the Department; and q. To make recommendations to the MEC and the Hospital administrator for space and other resources needed by the Medical Staff department to provide patient care services. 3.2 Clinical Service Chiefs. Clinical Service Chiefs shall carry out the responsibilities assigned to them in the Organizations and Function Manual. Section 4. Assignment to Department The MEC, after consideration of the recommendations of the Credentials Committee, shall recommend Department assignments for all Staff Members in accordance with their qualifications. The Credentials Committee shall recommend Department assignments for all Staff Members in accordance with their qualifications. Each Staff Member will be assigned to one (1) primary Department. Clinical privileges are independent of Department assignment. 13

ARTICLE IV. COMMITTEES Section 1. Designation There shall be an MEC and such other standing and special committees as established by the MEC as set forth in the Organization and Functions Manual. Section 2. Medical Executive Committee 2.1 Composition: The MEC shall be a standing committee consisting of: the President of the Medical Staff; Vice President of the Medical Staff; Immediate Past President of the Medical Staff; the Secretary; the Chair of the Quality Improvement Committee; Surgery Department Chair; Medicine Department Chair; two (2) non-hospital based At-Large members (the At-Large MEC Members ); and four (4) hospital-based medical directors from the specialties of anesthesiology, pathology, radiology and emergency medicine (the Hospital-Based MEC Members ). The CEO shall be an ex-officio member with vote. The administrative vice president(s) and Medical Liaison Officer shall be ex-officio members without vote. No more than three (3) members of any one Medical Staff committee can be members of the MEC. The Chair of the Board or designee may attend meetings of the MEC and participate in discussions, but may not vote. The chairperson of the MEC will be the Medical Staff President. 2.2 DUTIES: The duties of the MEC shall be to: 2.2.1 Receive or act upon reports and recommendations concerning patient care quality and appropriateness reviews, evaluation and monitoring functions, and the discharge of their delegated administrative responsibilities; and recommend to the Board specific programs and systems to implement these functions; 2.2.2 Coordinate the implementation of policies adopted by the Board; 2.2.3 Submit recommendations to the Board concerning all matters relating to appointment, reappointment, staff category, Department assignments, Clinical Service assignments, Clinical Privileges, and corrective action; 2.2.4 Account to the Board and to the Medical Staff for the overall quality and efficiency of professional patient care services provided in the Hospital by individuals with Clinical Privileges and coordinate the participation of the Medical Staff in organizational performance improvement activities; 2.2.5 Take reasonable steps to ensure professional conduct, ethical conduct, and competent clinical performance on the part of Medical Staff Members (including but not limited to, collegial and educational efforts) and investigate related issues when warranted; 2.2.6 Make recommendations to the Board on medico-administrative and matters; 2.2.7 Keep the Medical Staff up-to-date concerning the licensure and accreditation status of the Hospital; 2.2.8 Participate in identifying community health needs and in setting Hospital goals and implementing programs, to meet those needs; 14

2.2.9 Represent and act on behalf of the Medical Staff, subject to such limitations as may be imposed by these Bylaws; 2.2.10 Formulate and recommend Medical Staff Rules and Regulations, policies, and procedures to the Board; 2.2.11 Request evaluations of Practitioners privileged through the Medical Staff process in instances in which there is question about an Applicant or Staff Member s ability to perform Clinical Privileges requested or currently granted; 2.2.12 Make recommendations concerning the structure of the Medical Staff, the mechanism by which Medical Staff membership or privileges may be terminated, and the mechanisms for fair hearing procedures; 2.2.13 Consult with administration on the quality, timeliness, and appropriateness of aspects of contracts for patient care services provided to the Hospital by entities outside the Hospital; and 2.2.14 Oversee any portion of the corporate compliance plan that pertains to the Medical Staff; 2.2.15 Oversee the process of analyzing and improving patient satisfaction; and 2.2.16 Monitor the quality of medical histories and physical examinations. Provided, however the required content and quality of medical and physical examinations, as well as the time frames required for completion, are set forth in Article IX of these Medical Staff Bylaws and the Medical Staff Rules and Regulations. 2.3 MEETINGS: The MEC shall meet at least nine (9) times per year and more often as needed to perform their assigned functions. Records of its proceedings and actions shall be maintained. Section 3. Staff Functions The MEC has the responsibility of performing those functions specified in the Organization and Functions Manual. ARTICLE V. MEDICAL STAFF MEETINGS Section 1. Annual Medical Staff Meetings 1.1 An annual meeting of the Medical Staff shall be held at a time determined by the MEC. Notice of the meeting shall be given to all Medical Staff members via appropriate media and posted conspicuously. More frequent general meetings may be held at the discretion of the Medical Staff president or MEC. 1.2 Except as otherwise specified in these Bylaws, the actions of a majority of the members present and voting at a meeting at which a quorum is present is the action of the group. Action may be taken without a meeting by presentation of the question to each member eligible to vote. Except as otherwise specified in these Bylaws, a vote shall be binding so long as the question that is voted on receives a majority of the votes cast. 15

Section 2. Special Meetings of the Medical Staff 2.1 The President of the Medical Staff may call a special meeting of the Medical Staff at any time in accordance with Article V, Section 2. The President of the Medical Staff shall designate the time, place, and purpose of any special meeting. Any Active Staff Member may call a special meeting of the Medical Staff consistent with Article I, Section 8.3 and Article V, Section 2.2. 2.2 Written or printed notice stating the time, place, and purposes of any special meeting of the Medical Staff shall be conspicuously posted and shall be sent to each Staff Member at least seven (7) calendar days before the date of such meeting. No business shall be transacted at any special meeting, except that stated in the notice of such meeting. Section 3. Regular Meetings of Departments and Clinical Services Departments and Clinical Services (if applicable) shall meet at least quarterly each calendar year in order to perform their functions as specified in the Organization and Functions Manual. Departments and Clinical Services may, by resolution, provide the time for holding regular meetings without notice other than such resolution. Departments and Clinical Services shall hold meetings as needed to carry out Department and Clinical Services business as specified in the Organization and Functions Manual. Section 4. Special Meetings of Departments/Committees A special meeting of any Department or committee may be called by the chairperson thereof or by the President of the Medical Staff. Section 5. Quorum 5.1 Medical Staff Meetings: Those Active Staff Members present and voting. When voting occurs by mail or electronic ballot, those voting members who return a ballot will constitute quorum. 5.2 Medical Executive Committee: The MEC may act upon Medical Staff Bylaws recommendations only when a quorum of at least nine (9) voting members are present. The MEC may act on all other matters when a quorum of at least seven (7) voting members are present. Section 6. Attendance Requirements 6.1 Members of the Medical Staff are expected to attend meetings of the Medical Staff. 6.1.1 MEC members are expected to attend at least fifty percent (50%) of the meetings held or assure the attendance of a designee authorized by the MEC. 6.1.2 Medical Staff Credentials Committee and Quality Improvement Committee: Members are expected to attend at least fifty percent (50%) of the meetings held. Section 7. Participation by the Chief Executive Officer The CEO or designee may attend any committee and Medical Staff meetings, including but not limited to Medical Staff Meetings, Department meetings and Clinical Service meetings. Other Hospital or system leadership or support staff may attend Medical Staff meetings at the invitation or authorization of the chair of such committee or of the CEO, unless otherwise specified in these Bylaws. 16

Section 8. Robert s Rules of Order Medical Staff, Department, Clinical Service and committee meetings shall be run in a manner determined by the individual who is the chair of the meeting. When parliamentary procedure is needed, as determined by the chair or evidenced by a majority vote of those attending the meeting, the latest edition of Robert s Rules of Order shall determine procedure. Section 9. Notice of Meetings Written notice stating the place, date, and hour of any meeting not held pursuant to resolution shall be delivered to each member of the Department or committee not less than seven (7) calendar days before the time of such meeting by the person or persons calling the meeting. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting. Section 10. Action of Department, Clinical Service or Committee The recommendation of a majority of its members present at a meeting at which a quorum is present shall be the action of a Department, Clinical Service or Committee. Such recommendation will then be forwarded to the MEC for final action. Section 11. Rights of Ex-Officio Members Except as otherwise provided in these Bylaws, persons serving as ex officio members of a committee shall have all rights and privileges of regular members thereof, except that they shall not vote or be counted in determining the existence of a quorum. Section 12. Minutes Minutes of each annual and special meeting of the Medical Staff, a Department, Clinical Service (if any), or committee shall be prepared and shall include a record of the vote taken on each matter. The Chairperson shall verify the minutes and copies thereof shall be submitted to the MEC or other designated committee. A file of the minutes of each meeting shall be maintained. ARTICLE VI. CONFLICT RESOLUTION Section 1. Conflict Resolution (Medical Staff and Board) Unless otherwise set forth in the Medical Staff Bylaws, the Investigations, Corrective Action, Hearing and Appeal Manual, Credentials Procedure Manual, Organization and Functions Manual, Definitions Manual, Rules and Regulations, or the Hospital Articles of Incorporation or Bylaws, the Medical Staff, in partnership with Doctors Hospital, establishes the following process for addressing conflicting recommendations made by the Board and the Medical Staff: 1.1 The Medical Staff, in partnership with the Board will make best efforts to address and resolve all conflicting recommendations in the best interests of patients, Doctors Hospital, the communities we serve, and the members of the Medical Staff. 17

1.2 When the Board plans to act or is considering acting in a manner contrary to a recommendation by the MEC, the Board (or a designated committee of the Board) shall seek to resolve the conflict through informal discussions with the Medical Staff Officers and the CEO. 1.3 If these informal discussions fail to resolve the conflict, the Medical Staff President or the chairperson of the Board may request initiation of a formal conflict resolution process. 1.4 The formal conflict resolution process will begin with a meeting of the Joint Conference Committee within thirty (30) days of the initiation of the formal conflict resolution process to address the conflict. 1.5 The Joint Conference Committee shall be comprised of an equal number of representatives of the MEC and the Board, and the CEO or designee. Membership shall be three Officers of the Medical Staff, the At-Large MEC Members, the chairperson of the Board, vice-chairperson of the Board, secretary of the Board and other designees of the Board, and the CEO or designee. 1.6 If the Joint Conference Committee cannot produce a resolution to the conflict acceptable to the MEC and the Board within thirty (30) days of this initial meeting, the MEC and the Board shall enter into mediation facilitated by an outside party. 1.7 The MEC and Board shall agree upon the selection of the third party mediator. 1.8 The MEC and Board shall make best efforts to collaborate together and with the third party mediator to resolve the conflict. The Board and the MEC shall each designate at least three (3) people to participate in the mediation. Any resolution arrived at during such meeting shall be subject to the approvals of the MEC and the Board which are set forth in the Medical Staff Bylaws, the Articles of Incorporation and Bylaws of the Hospital. 1.9 If, after ninety (90) days from the date of the initial request for mediation from an outside party, the MEC and Board cannot resolve the conflict in a manner agreeable to all parties, the Board shall have the authority to act unilaterally on the issue that gave rise to the conflict. 1.10 If the Board determines, in its sole discretion, that action must be taken related to a conflict in a shorter time period than that allowed through this conflict resolution process in order to address an issue of quality, patient safety, liability, regulatory compliance, legal compliance or other critical obligations of the hospital, the Board may take action which will remain in effect only until the conflict resolution process is completed. Actions taken which are not susceptible to change will not be changed. 1.11 In addition to the formal conflict resolution process herein described, the chairperson of the Board or the president of the Medical Staff may call for a meeting of the Joint Conference Committee at any time, and for any reason, in order to seek direct input from the Joint Conference Committee members, clarify any issue, or relay information directly to Medical Staff leaders, the Board or CEO. Section 2. Conflict resolution (Medical Staff and MEC) 2.1 When there is a conflict between the Medical Staff and the Medical Executive Committee with regard to: (a) proposed amendments to the Medical Staff Rules and Regulations, (b) a new policy proposed by the Medical Executive Committee, or (c) proposed amendments to an existing Policy that is under the authority of the Medical Executive Committee, a special meeting 18

of the Medical Staff will be called. The agenda for that meeting will be limited to attempting to resolve the differences that exist with respect to Medical Staff Rules and Regulations or policies. 2.2 If the differences cannot be resolved, the Medical Executive Committee will forward its recommendations, along with the proposed recommendations pertaining to the Medical Staff Rules and Regulations or policies offered by the voting members of the Medical Staff, to the Board for final action. 2.3 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. ARTICLE VII. REVIEW, REVISION, ADOPTION AND AMENDMENT Section 1. Medical Staff Responsibility 1.1 The Medical Staff shall have the responsibility to review, and recommend to the Board, amendments, as needed, to the Medical Staff Bylaws, policies, procedures, Rules and Regulations and such amendments shall be effective when approved by the Board. 1.2 The responsibility set forth in Article VII, Section 1.1 of these Bylaws, shall be exercised in good faith and in a reasonable, responsible and timely manner. This applies as well to the review, adoption, and amendment of the related rules, policies, and protocols developed to implement the various sections of these Bylaws and Manuals. Section 2. Methods of Adoption and Amendment of the Medical Staff Bylaws. a. Amendments to these Bylaws may be proposed by a petition signed by thirty-three and one third percent (33 1/3%) of the voting members of the Medical Staff, by the Bylaws Committee, or by the Medical Executive Committee. b. All 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 all proposed amendments (including amendments proposed by the voting members of the Medical Staff as set forth above) to the voting members of the Medical 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. c. The President of the Medical Staff, in consultation with the Chief Executive Officer, shall decide which of the following voting methods shall be used: (i) Present the proposed amendments to the voting members of the Medical Staff at any meeting, if notice of the meeting has been provided to the voting members of the Medical Staff at least fourteen (14) days prior to the meeting. The Medical Executive Committee may, in its discretion, provide a report on the proposed amendments either favorably or unfavorably. Such report by the Medical Executive Committee may be presented at the meeting and/or in the notice of the meeting. To be approved, the amendment must 19