MILLS-PENINSULA MEDICAL CENTER

PROFESSIONAL STAFF BYLAWS

* * * * * * * * * * * * * * * * * * * *

APPROVED

MILLS-PENINSULA MEDICAL CENTER

BOARD OF DIRECTORS

ON JANUARY 18, 2017

KIM S. ERLICH, M.D. _______________________________

CHIEF OF STAFF

JANET A. WAGNER ___________________________________

CHIEF EXECUTIVE OFFICER

i

TABLE OF CONTENTS

TABLE OF CONTENTS .............................................................................................................................................. I

ARTICLE 1. PURPOSES AND TERMS ......................................................................................................................... 1

1.1 PURPOSES OF THE BYLAWS .......................................................................................................................... 1 1.2 PROFESSIONAL STAFF’S PURPOSES ............................................................................................................. 1 1.3 PROFESSIONAL STAFF’S RIGHTS AND RESPONSIBILITIES ........................................................................ 2 1.4 PROFESSIONAL STAFF’S RIGHT OF SELF-GOVERNANCE ............................................................................ 3 1.5 DEFINITIONS .................................................................................................................................................. 4 1.6 NAME ............................................................................................................................................................... 6

ARTICLE 2. MEMBERSHIP ......................................................................................................................................... 6

2.1 NATURE OF MEMBERSHIP ............................................................................................................................ 6 2.2 QUALIFICATIONS FOR MEMBERSHIP ........................................................................................................... 6 2.3 EFFECT OF OTHER AFFILIATIONS ................................................................................................................ 9 2.4 NONDISCRIMINATION ................................................................................................................................. 10 2.5 BASIC RESPONSIBILITIES OF PROFESSIONAL STAFF MEMBERSHIP ...................................................... 10

ARTICLE 3. CATEGORIES OF MEMBERSHIP .......................................................................................................... 12

3.1 CATEGORIES OF PROFESSIONAL STAFF MEMBERSHIP ............................................................................ 13 3.2 RESPONSIBILITIES AND PREROGATIVES .................................................................................................. 15 3.3 LIMITATION OF PREROGATIVES ................................................................................................................ 16 3.4 GENERAL EXCEPTIONS TO PREROGATIVES .............................................................................................. 16 3.5 MODIFICATION OF MEMBERSHIP .............................................................................................................. 16

ARTICLE 4. APPOINTMENT AND REAPPOINTMENT ............................................................................................ 16

4.1 GENERAL ....................................................................................................................................................... 16 4.2 BURDEN OF PRODUCING INFORMATION; COMPLETE APPLICATION ..................................................... 17 4.3 APPOINTMENT AUTHORITY ....................................................................................................................... 19 4.4 DURATION OF APPOINTMENT AND REAPPOINTMENT ........................................................................... 19 4.5 APPLICATION FOR INITIAL APPOINTMENT] ............................................................................................. 19 4.6 REAPPOINTMENTS AND REQUESTS FOR MODIFICATIONS OF STAFF STATUS OR PRIVILEGES .......... 26 4.7 LEAVE OF ABSENCE ..................................................................................................................................... 28 4.8 RESIGNATION ............................................................................................................................................... 29

ARTICLE 5. CLINICAL PRIVILEGES ......................................................................................................................... 29

5.1 EXERCISE OF PRIVILEGES............................................................................................................................ 29 5.2 CRITERIA FOR GENERAL COMPETENCIES ................................................................................................. 30 5.3 DEVELOPMENT OF CRITERIA FOR CLINICAL PRIVILEGES ....................................................................... 30 5.4 DELINEATION OF PRIVILEGES IN GENERAL .............................................................................................. 30 5.5 ONGOING PROFESSIONAL PRACTICE EVALUATION (OPPE) .................................................................... 31 5.6 FOCUSED PROFESSIONAL PRACTICE EVALUATION (FPPE) ..................................................................... 31 5.7 PROCTORING ................................................................................................................................................ 32 5.8 CONDITIONS FOR PRIVILEGES OF LIMITED LICENSE PRACTITIONERS ................................................. 33 5.9 TEMPORARY CLINICAL PRIVILEGES .......................................................................................................... 34 5.10 EMERGENCY PRIVILEGES ............................................................................................................................ 38 5.11 MODIFICATION OF CLINICAL PRIVILEGES ................................................................................................. 38 5.12 LAPSE OF APPLICATION .............................................................................................................................. 38 5.13 ALLIED HEALTH PROFESSIONALS .............................................................................................................. 39

ARTICLE 6. CORRECTIVE ACTION .......................................................................................................................... 39

6.1 ROUTINE MONITORING AND CRITERIA FOR INITIATION OF AN INVESTIGATION ................................ 39

ii

6.2 INVESTIGATION ........................................................................................................................................... 39 6.3 INITIATION ................................................................................................................................................... 40 6.4 EXECUTIVE COMMITTEE ACTION ............................................................................................................... 40 6.5 SUBSEQUENT ACTION ................................................................................................................................. 41 6.6 INITIATION BY BOARD OF DIRECTORS ...................................................................................................... 41 6.7 SUMMARY RESTRICTION OR SUSPENSION ................................................................................................ 42 6.8 AUTOMATIC SUSPENSION OR LIMITATION ............................................................................................... 43 6.9 PSEC DELIBERATION FOLLOWING AUTOMATIC SUSPENSION OR LIMITATION ................................... 47 6.10 PRACTITIONER OBLIGATIONS .................................................................................................................... 47

ARTICLE 7. HEARINGS AND APPELLATE REVIEWS .............................................................................................. 47

7.1 GENERAL PROVISIONS................................................................................................................................. 47 7.2 GROUNDS FOR HEARING ............................................................................................................................. 49 7.3 REQUESTS FOR HEARING ............................................................................................................................ 49 7.4 HEARING PROCEDURE ................................................................................................................................. 50 7.5 DISCOVERY ................................................................................................................................................... 53 7.6 MISCELLANEOUS PROCEDURAL MATTERS ............................................................................................... 55 7.7 APPEAL .......................................................................................................................................................... 58 7.8 RIGHT TO ONE HEARING ............................................................................................................................. 60 7.9 EXCEPTION TO HEARING RIGHTS ............................................................................................................... 60

ARTICLE 8. OFFICERS .............................................................................................................................................. 61

8.1 OFFICERS OF THE PROFESSIONAL STAFF .................................................................................................. 61 8.2 QUALIFICATIONS OF OFFICERS .................................................................................................................. 61 8.3 ELECTION OF OFFICERS .............................................................................................................................. 61 8.4 NOMINATIONS .............................................................................................................................................. 61 8.5 TERM OF OFFICE .......................................................................................................................................... 61 8.6 VACANCIES IN OFFICE ................................................................................................................................. 62 8.7 DUTIES OF OFFICERS ................................................................................................................................... 62 8.8 REMOVAL FROM OFFICE ............................................................................................................................. 63

ARTICLE 9. CLINICAL DEPARTMENTS/SECTIONS ................................................................................................ 63

9.1 CLINICAL DEPARTMENTS/SECTIONS ........................................................................................................ 63 9.2 CHAIR AND VICE CHAIR OF DEPARTMENTS .............................................................................................. 64 9.3 QUALIFICATIONS AND FUNCTIONS OF DEPARTMENT CHAIRS ............................................................... 65 9.4 FUNCTIONS OF DEPARTMENTS .................................................................................................................. 66 9.5 FUNCTIONS OF SECTIONS ........................................................................................................................... 67

ARTICLE 10. COMMITTEES ..................................................................................................................................... 67

10.1 GENERAL ....................................................................................................................................................... 67 10.2 STANDING COMMITTEES ............................................................................................................................ 68 10.3 COMMITTEE FOR RESOLVING CONFLICTS ................................................................................................ 81 10.4 SPECIAL COMMITTEES ................................................................................................................................ 82 10.5 VOTING IN PROFESSIONAL STAFF COMMITTEES ..................................................................................... 82 10.6 STATUS OF COMMITTEE PARTICIPANTS ................................................................................................... 83

ARTICLE 11. PROFESSIONAL STAFF MEETINGS ................................................................................................... 83

11.1 MEETINGS ..................................................................................................................................................... 83 11.2 COMMITTEE AND DEPARTMENT MEETINGS ............................................................................................ 84 11.3 QUORUM ....................................................................................................................................................... 84 11.4 VOTING AND MANNER OF ACTION ............................................................................................................. 84 11.5 MINUTES ....................................................................................................................................................... 85 11.6 MEETING ATTENDANCE .............................................................................................................................. 85

iii

11.7 EXECUTIVE SESSION .................................................................................................................................... 85

ARTICLE 12. CONFIDENTIALITY, IMMUNITY AND RELEASES ............................................................................. 85

12.1 AUTHORIZATION AND CONDITIONS .......................................................................................................... 85 12.2 CONFIDENTIALITY OF INFORMATION ....................................................................................................... 85 12.3 IMMUNITY FROM LIABILITY ....................................................................................................................... 86 12.4 ACTIVITIES AND INFORMATION COVERED ............................................................................................... 87 12.5 RELEASES ...................................................................................................................................................... 88 12.6 INDEMNIFICATION ...................................................................................................................................... 88 12.7 CUMULATIVE EFFECT .................................................................................................................................. 88

ARTICLE 13. GENERAL PROVISIONS ...................................................................................................................... 88

13.1 RULES AND REGULATIONS, POLICIES .............................................................................................................. 88 13.2 DUES OR ASSESSMENTS .............................................................................................................................. 92 13.3 PROFESSIONAL STAFF LEGAL COUNSEL .................................................................................................... 92 13.4 AUTHORITY TO ACT ..................................................................................................................................... 93 13.5 DIVISION OF FEES ......................................................................................................................................... 93 13.6 PROFESSIONAL STAFF CREDENTIALS FILES ............................................................................................. 93 13.7 PROFESSIONAL STAFF ROLE IN EXCLUSIVE CONTRACTING ................................................................... 94 13.8 OFF-SITE SOURCES ....................................................................................................................................... 94 13.9 REQUIREMENTS FOR HISTORIES AND PHYSICALS ................................................................................... 94 13.10 CONFLICT MANAGEMENT ........................................................................................................................... 94

ARTICLE 14. ADOPTION AND AMENDMENT OF BYLAWS .................................................................................... 96

14.1 PROCEDURE .................................................................................................................................................. 96 14.2 ACTION ON BYLAW CHANGE ....................................................................................................................... 96 14.3 APPROVAL .................................................................................................................................................... 96 14.4 AMENDMENTS BY PETITION ...................................................................................................................... 96 14.5 TECHNICAL AND EDITORIAL AMENDMENTS ............................................................................................ 98 14.6 EXCLUSIVITY ................................................................................................................................................ 98 14.7 SUCCESSOR IN INTEREST/AFFILIATIONS ................................................................................................. 98 14.8 CONSTRUCTION OF TERMS AND HEADINGS ............................................................................................. 98

1

MILLS-PENINSULA MEDICAL CENTER

PROFESSIONAL STAFF BYLAWS

ARTICLE 1. PURPOSES AND TERMS

1.1 PURPOSES OF THE BYLAWS

Sutter Bay Hospitals, a non-profit corporation certified by the Office of the Secretary of State of the State of California, operates Mills-Peninsula Medical Center, an acute care general hospital (Hospital), headquartered at 1501 Trousdale Drive, Burlingame, CA 94010.

Both the Board of Directors of this Hospital and the Members of the Professional Staff recognize and agree to the need for an organized Professional Staff responsible for the quality of medical care provided to the patients subject to the overall authority and responsibility of the Board of Directors of the Hospital, and that the best interests of every patient of the Hospital are protected by the concerted efforts of the Board of Directors and a self-governing Professional Staff.

These Bylaws are adopted in order to provide for the organization of the Professional Staff at the Hospital Services and to provide a framework for self-governance in order to permit the Professional Staff to discharge its responsibilities in matters involving the quality of medical care, to govern the orderly resolution of issues and the conduct of Professional Staff functions supportive of those purposes, and to account to the Board of Directors for the effective performance of Professional Staff responsibilities. These Bylaws provide the professional and legal structure for Professional Staff operations, organized Professional Staff relations with the Board of Directors, and relations with applicants to and Members of the Professional Staff. Pursuant to the provisions of Article 8 of the Mills-Peninsula Hospital Bylaws, and Title 22, California Administrative Code, Section 70703, as well as applicable laws, rules and regulations, the Professional Staff practicing at the Hospital hereby organize themselves in conformity with and adopt the following Bylaws, Rules and Regulations. All such Bylaws, Rules and Regulations shall be approved by the Board of Directors of the Hospital prior to becoming effective.

1.2 PROFESSIONAL STAFF’S PURPOSES

The Professional Staff’s purposes shall include, but are not limited to, the following:

1.2.1 to assure that all patients treated in any of the facilities under the Professional Staff’s jurisdiction receive high-quality care;

1.2.2 to assume a leadership role in Hospital performance improvement activities to improve quality of care, treatment, services and patient safety;

2

1.2.3 to organize, prioritize and support Hospital sponsored continuing education, other professional education and community health education and support services;

1.2.4 to initiate, develop and maintain Bylaws and Rules and Regulations establishing self-governance for the Professional Staff with respect to the professional work performed in the Hospital and establishing processes for the Professional Staff to carry out its responsibilities for the professional work performed at the Hospital, outpatient programs and facilities, and any skilled nursing or sub-acute facilities on the Hospital license, including periodic meetings of the Professional Staff to review and analyze at regular intervals their clinical experience based on the review of patient medical records; and

1.2.5 to provide a means for the Professional Staff, Board of Directors, and Administration to discuss issues of mutual concern.

1.3 PROFESSIONAL STAFF’S RIGHTS AND RESPONSIBILITIES

The Professional Staff’s rights and responsibilities shall include, but are not limited to, the following:

1.3.1 to provide quality patient care;

1.3.2 to account to the Board of Directors for the quality of patient care provided by all Members authorized to practice in the Hospital through the following measures:

(a) review and evaluation of the quality of patient care provided through valid and reliable patient care evaluation procedures;

(b) an organizational structure and mechanisms that allow on- going monitoring of patient care practices;

(c) a credentials program, including mechanisms of appointment, reappointment and the granting of Clinical Privileges to be exercised or specified services to be performed with the verified credentials and current demonstrated performance of the Professional Staff applicant or Member;

(d) a continuing education program based at least in part on needs demonstrated through quality assurance activities and

(e) a utilization management program to provide for the appropriate use of all medical services.

3

1.3.3 to recommend to the Board of Directors action with respect to appointments, reappointments, staff category and Department and/or Section assignments, Clinical Privileges and corrective action; to recommend to the Board of Directors for the establishment, maintenance, continuing improvement and enforcement of professional standards related to the delivery of health care within the Hospital;

1.3.4 to account to the Board of Directors for the quality of patient care through regular reports and recommendations concerning the implementation, operation and results of the quality review and evaluation activities;

1.3.5 to initiate and pursue corrective action with respect to Members where warranted;

1.3.6 to provide a framework for cooperation with other community health facilities and/or educational institutions or efforts;

1.3.7 to develop, administer and recommend amendments to and in compliance with these Bylaws, the Rules and Regulations of the Professional Staff and with Hospital policies and procedures; and

1.3.8 to exercise the authority granted by these bylaws in order to fulfill the foregoing responsibilities.

1.4 PROFESSIONAL STAFF’S RIGHT OF SELF-GOVERNANCE

The Professional Staff’s right of self-governance shall include, but not be limited to, all of the following:

1.4.1 establishing the criteria and standards for Professional Staff membership and Privileges, and enforcing those criteria and standards;

1.4.2 establishing in the Bylaws and Rules and Regulations, the clinical criteria and standards to oversee and manage quality improvement, utilization review and other Professional Staff activities including, but not limited to, periodic meetings of the Professional Staff and its committees and review and analysis of patient medical records;

1.4.3 selecting and removing Professional Staff Officers;

1.4.4 assessing Professional Staff dues and utilizing the Professional Staff dues as appropriate for the purposes of the Professional Staff;

1.4.5 the ability to retain and be represented by independent legal counsel at the expense of the Professional Staff; and

4

1.4.6 initiating, developing and adopting Professional Staff Bylaws, Rules and Regulations, and amendments thereto, subject to the approval of the Board of Directors, which approval shall not be unreasonably withheld.

1.5 DEFINITIONS

1.5.1 ALLIED HEALTH PROFESSIONAL or AHP means an individual other than a licensed physician, dentist, oral surgeon, podiatrist or clinical psychologist, who exercises independent judgment within the areas of his or her professional competence and the limits established by the Board, the Professional Staff and the applicable state practice acts. AHPs are not eligible for Professional Staff membership.

1.5.2 BOARD OF DIRECTORS (Board) means the Governing Body of the Hospital.

1.5.3 CEO means the Chief Executive Officer of the Hospital.

1.5.4 CNE means the Chief Nursing Executive of the Hospital.

1.5.5 CHIEF OF STAFF (COS) means the chief elected officer of the Professional Staff.

1.5.6 CLINICAL PRIVILEGES or PRIVILEGES means the permission granted to Professional Staff Members or AHPs to provide specific patient care services.

1.5.7 CORE PRIVILEGES means those procedures or other services as defined by the relevant Department that anyone trained in a specialty area would be expected to be qualified to perform.

1.5.8 DATE OF RECEIPT of any notice or other communication shall be deemed to be the date such notice or communication was delivered personally to the required addressee or, if sent by mail, 72 hours after being deposited, postage pre-paid, in the United States Mail.

1.5.9 GOOD STANDING means a Professional Staff Member is in good standing when, at the time of the assessment of standing his or her membership and/or Privileges are not voluntarily or involuntarily limited, restricted, suspended or otherwise encumbered for medical disciplinary cause or reason.

1.5.10 HOSPITAL means Mills-Peninsula Medical Center; to include in-patient and outpatient Hospital based clinical services.

1.5.11 INVESTIGATION means a process specifically instigated by the PSEC pursuant to these Bylaws to review and evaluate a concern or complaint against a Member of the Professional Staff pursuant to the process described in Article 6, Section 6.2. The term “investigation” does not include routine

5

credentialing and peer review activities of departments or committees of the Professional Staff, including ongoing professional practice evaluation or focused professional practice evaluation, the activities of the Professional Staff Assistance Committee, or preliminary deliberations or inquiries of the PSEC or its representatives to determine whether to order an Investigation.

1.5.12 The JOINT COMMISSION (TJC), means a national healthcare accrediting organization, formerly known as The Joint Commission on Accreditation of Health Care Organizations.

1.5.13 LIMITED LICENSE PRACTITIONERS means dentists, oral surgeons, podiatrists and clinical psychologists.

1.5.14 MEMBER means any Practitioner who has been appointed to the Professional Staff.

1.5.15 NOTICE means a written communication delivered personally to the addressee or sent by United States Postal Service, first-class, postage pre-paid, addressed to the addressee at the last address as it appears in the official records of the Professional Staff or Hospital.

1.5.16 PARTIES (as used in Article 7) mean the Practitioner who requested the hearing or appellate review and the body or bodies upon whose adverse action a hearing or appellate review request is predicated.

1.5.17 PHYSICIAN means an individual with a MD or DO degree or the equivalent degree (i.e., foreign) as recognized by the Medical Board of California or the Board of Osteopathic Examiners, who is licensed by either the Medical Board of California or the Board of Osteopathic Examiners.

1.5.18 PRACTITIONER means a duly licensed physician, dentist, oral surgeon, podiatrist or clinical psychologist, holding a current license to practice within the scope of his or her license.

1.5.19 PROFESSIONAL STAFF means those Practitioners who have been granted recognition as Members of the Professional Staff pursuant to the terms of these Bylaws.

1.5.20 PROFESSIONAL STAFF YEAR means the period from July 1st through June 30th.

1.5.21 PSEC means the PROFESSIONAL STAFF EXECUTIVE COMMITTEE.

1.5.22 SPECIAL NOTICE means written notification sent by certified or registered mail, return receipt requested, or by any other means of delivery (e.g., Federal Express or personal delivery) whereby delivery of the written notification may be confirmed by a third party.

6

1.5.23 SPECIAL PRIVILEGES means Clinical Privileges that require special training and skills, and are not included in Core Privileges.

1.5.24 TELEMEDICINE is the practice of health care delivery, diagnosis, consultation, treatment, transfer of medical data, and education using interactive audio, video or data communications. Neither a telephone communication nor an electronic e-mail message between a health care practitioner and a patient constitutes “telemedicine” for the purposes of these Bylaws.

1.6 NAME

The name of this organization is the Professional Staff of Mills-Peninsula Medical Center.

ARTICLE 2. MEMBERSHIP

2.1 NATURE OF MEMBERSHIP

No physician, dentist, oral surgeon, podiatrist or clinical psychologist, including those in a medical administrative position by virtue of a contract with the Hospital, shall admit or provide medical or health-related services to patients in the Hospital unless the practitioner is a Member of the Professional Staff or has been granted temporary privileges in accordance with the procedures set forth in these Bylaws. Appointment to the Professional Staff shall confer only such Clinical Privileges as have been granted in accordance with these Bylaws.

2.2 QUALIFICATIONS FOR MEMBERSHIP

2.2.1 GENERAL QUALIFICATIONS

Only Practitioners who satisfy the following criteria shall be deemed to possess basic qualifications for membership in the Professional Staff, except for the honorary staff category in which case these criteria shall only apply as deemed individually applicable by the PSEC.

(a) document their (1) current licensure, (2) adequate experience, education, and training, (3) current professional competence to care for patients, (4) good judgment, and (5) current adequate physical and mental health status, so as to demonstrate to the satisfaction of the Professional Staff that they are professionally competent and that patients treated by them can reasonably expect to receive quality medical care;

(b) are determined (1) to adhere to the ethics of their respective professions, (2) to be able to work cooperatively with others so as not to adversely affect the ability of the treatment team to provide quality patient care, (3) to keep as confidential, all information or records received in the physician-patient relationship, and (4) to be willing to

7

participate in and properly discharge those responsibilities determined by the Professional Staff, including peer review and proctoring;

(c) maintain in force professional liability insurance, with an insurer acceptable to the PSEC and the Board of Directors in not less than the minimum amounts, as jointly determined by the Board and PSEC. The PSEC, for good cause shown, may waive this requirement with regard to such Member as long as such waiver is not granted or withheld on an arbitrary, discriminatory or capricious basis, and if the waiver is approved by the Board. In determining whether an individual exception is appropriate, the following facts may be considered:

(1) whether the Member has applied for the requisite insurance;

(2) whether the Member has been refused insurance, and if so, the reasons for such refusal; and

(3) whether insurance is reasonably available to the Member, and if not, the reasons for its unavailability.

(d) must not be excluded from participating in Medicare, Medicaid or any other federal health care program when such exclusion has been imposed by government enforcement authorities, or accepted by the Practitioner, as a sanction for unlawful conduct.

(e) except for Practitioners exercising Telemedicine Privileges, document compliance with any infectious disease screening requirements determined by the PSEC and Board.

2.2.2 PARTICULAR QUALIFICATIONS

(a) Physicians:

An applicant for physician membership in the Professional Staff, except for the honorary staff, must hold a MD or DO degree or equivalent and a valid and unsuspended certificate to practice medicine issued by the Medical Board of California or the Board of Osteopathic Examiners of the State of California. For the purpose of this section, “or equivalent” shall mean any degree (i.e., foreign) recognized by the Medical Board of California or the Board of Osteopathic Examiners.

(b) Limited License Practitioners:

(1) Dentists and Oral Surgeons. An applicant for dental or oral surgery membership in the Professional staff, except for the honorary staff, must hold a DDS or equivalent degree and a valid and

8

unsuspended certificate to practice dentistry issued by the Board of Dental Examiners of California.

(2) Podiatrists. An applicant for podiatric membership in the Professional Staff, except for the honorary staff, must hold a DPM degree and a valid and unsuspended certificate to practice podiatry issued by the Medical Board of California.

(3) Clinical Psychologists. An applicant for clinical psychologist membership in the Professional Staff, except for the honorary staff, must hold a doctoral degree in psychology (Ph.D., Psy.D. or equivalent) and a valid and unsuspended license to practice psychology issued by the California Board of Psychology

(c) Board Certification

(1) Practitioners who wish to attain and continue to hold Professional staff membership must achieve initial certification in their primary area of practice at the Hospital by the appropriate specialty/subspecialty board of the American Board of Medical Specialties (ABMS), the American Osteopathic Association (AOA), Royal College of Physicians and Surgeons of Canada, the American Board of Oral and Maxillofacial Surgery, the American Board of Podiatric Surgery, or the College of Family Physicians of Canada, as applicable. This provision does not apply to dentists, for whom specialty board certification is not available. Those who are not board certified at the time of application but have completed their residency or fellowship training within the preceding five (5) years shall be eligible to apply for Professional Staff membership. However, in order to retain clinical privileges, if approved, they must achieve board certification in their primary area of practice within five (5) years from the date of appointment to the Professional Staff. After achieving initial certification, practitioners are not required to maintain certification as a condition of attaining or retaining membership or privileges, except as otherwise provided in department-specific Rules, Regulations, or Policies

(2) An individual who does not meet the above requirements may request a waiver. The individual requesting the waiver bears the burden of showing that:

(i) it would not be reasonable to require him or her to become board certified; and

(ii) based on his or her qualifications, experience and demonstrated competence, he or she can be relied upon to provide care of the same quality and sophistication that is

9

expected of those who have achieved initial board certification in the same specialty. Demonstration of this competence shall include, but not be limited to, a Focused Professional Performance Evaluation by the Department

(3) A request for a waiver must be submitted in writing to the PSEC, and be accompanied by a written statement and relevant documentation in support of it. Additionally the Department must put a plan in place to ensure that any other requirements for privileges in the Department (e.g., continuing education, the substance of Maintenance of Certification, etc.) continue to be met, and this plan must accompany the request for waiver. The PSEC shall consider the request and make a recommendation to the Board. The PSEC may give the practitioner an opportunity to make an oral presentation and respond to questions before formulating its recommendation. The denial of a waiver shall not entitle the practitioner to a hearing under Article 7 of these Bylaws.

(4) A waiver as described in (2) and (3) above is not required of an individual who was eligible for board certification at the time he or she joined the Professional Staff but did not achieve board certification within 5 years of appointment, if he or she requests a change to Affiliate Staff category (no clinical privileges) and is otherwise eligible for continued membership.

2.2.3 AUTHORITY TO CHANGE STANDARDS AND CRITERIA

A Practitioner who does not meet these particular qualifications is ineligible to apply for Professional staff membership, and the application shall not be accepted for review. If it is determined during the processing that an applicant does not meet all of the basic qualifications, the review of the application shall be discontinued. An applicant who does not meet the basic standards is not entitled to the procedural rights set forth in these Bylaws.

2.3 EFFECT OF OTHER AFFILIATIONS

No person shall be entitled to membership in the Professional Staff, assignment to a particular staff category, or the granting or renewal of any particular Clinical Privilege merely because that person:

2.3.1 holds a certain degree,

2.3.2 is licensed to practice in this or in any other state,

2.3.3 is a member of any particular professional organization,

2.3.4 is certified by any particular specialty board,

10

2.3.5 has held in the past, or presently holds, staff membership or privileges at this Hospital or any another health care facility

2.3.6 resides in the geographic service area of the Hospital; or

2.3.7 requires a hospital affiliation in order to participate on health plan provider panels, to obtain medical malpractice insurance, or to pursue other personal business interests unrelated to the treatment of patients at the Hospital and the furtherance of the Hospital’s programs and services.

Except in the case of an exclusive contract as to which the PSEC has made a recommendation under Article 13 Section 13.7 of these Bylaws, Professional Staff membership or Clinical Privileges shall not be conditioned or determined on the basis of an individual’s participation or non-participation in a particular medical group, IPA, PPO, PHO, Hospital-sponsored foundation, or other organization or in contracts with a third party which contracts with this Hospital

A revocation, suspension, restriction, or other disciplinary or corrective action by any state licensing authority, professional organization, certification board or health care facility regarding a Practitioner’s license, certificate, membership or Clinical Privileges, whether contested or voluntarily accepted, shall constitute grounds for an unfavorable credentialing or peer review action by this Professional Staff. The Professional Staff shall consider the nature and gravity of the charges or allegations and the resulting disciplinary or corrective action, but shall not be obligated to conduct evidentiary proceedings regarding events that occurred elsewhere.

2.4 NONDISCRIMINATION

No aspect of Professional Staff membership or particular Clinical Privileges shall be denied on the basis of sex, race, age, creed, color, national origin, sexual preference/orientation or physical or mental impairment that does not pose a threat to the quality of patient care.

2.5 BASIC RESPONSIBILITIES OF PROFESSIONAL STAFF MEMBERSHIP

Except for the Honorary staff, each Member of the Professional Staff and each Practitioner granted Clinical Privileges shall:

2.5.1 provide patients with efficient and high quality care meeting the professional standards of the Professional Staff of this Hospital;

2.5.2 abide by the Professional Staff Bylaws, Rules and Regulations, and policies as well as applicable Hospital policies reasonably requested by the CEO to ensure the safety of patients, visitors and staff and efficient Hospital operations;

2.5.3 discharge in a responsible and cooperative manner such reasonable responsibilities and assignments imposed upon the Member by virtue of

11

Professional Staff membership, category, assignment, election, or otherwise, including committee assignments and peer review activities, including proctoring and quality assurance and utilization review activities;

2.5.4 prepare and complete in timely fashion medical records for all the patients to whom the Member provides care in the Hospital. Assure the completion of a physical examination and medical history on all patients, no more than thirty (30) days before or 24 hours after admission, and prior to any procedure requiring anesthesia;

2.5.5 abide by the lawful ethical principles of the Member's professional associations;

2.5.6 aid in Professional Staff approved educational programs;

2.5.7 comply with the Professional Staff code of conduct;

2.5.8 make appropriate arrangements for coverage of that Member's patients as determined by the PSEC, refrain from delegating the responsibility for diagnosis or care of hospitalized patients to any practitioner who lacks the qualifications or privileges to undertake this responsibility, and seek appropriate consultations when indicated;

2.5.9 refuse to engage in improper inducements for patient referral;

2.5.10 participate in continuing education programs as determined by the Professional staff;

2.5.11 participate in such emergency service coverage or consultation panels as may be determined by the PSEC or other appropriate committees or officials of the Professional Staff;

2.5.12 discharge such other Professional Staff obligations as may be established from time to time by the Professional Staff or PSEC;

2.5.13 protect and preserve the confidentiality of patient health or payment information, including compliance with applicable confidentiality laws and with the confidentiality policies and rules of the Hospital and Professional Staff concerning the use and disclosure of patient health information and records;

2.5.14 provide information to and/or testify on behalf of the Professional Staff or an accused practitioner regarding any matter under an investigation pursuant to Article 6, Section 6.2, and those which are the subject of a hearing pursuant to Article 7;

12

2.5.15 report to his/her Department Chairperson any extended illness, disability, absence, or mental or physical condition which will prevent him/her from participating in Hospital practice and/ or Professional Staff business or could compromise the Member’s ability to perform the functions associated with his/her Clinical Privileges in a safe and effective manner;

2.5.16 report to the Chief of Staff promptly any formal action taken by government authorities to exclude the Member from participating in Medicare, Medicaid, or any other federal health care program as a sanction for unlawful conduct;

2.5.17 report to the Chief of Staff: (1) any action reducing, suspending, or revoking his/her Clinical Privileges, for medical disciplinary cause or reason, that is taken or recommended by the PSEC at another hospital or by a comparable body at an outpatient clinic or facility, (2) any termination, reduction or suspension, for medical disciplinary cause or reason, of his/her status as a contracted provider for a managed care organization, or (3) the initiation of proceedings by a licensing agency or the DEA to suspend, revoke, restrict or place on probation a license or DEA certificate;

2.5.18 upon request, provide information from his or her office records or from outside sources as necessary to facilitate the care, or review of the care, of specific patients;

2.5.19 be expected to attend Department and/or Section meetings;

2.5.20 attend meetings of a Professional Staff peer review committee at which the Member’s practice or conduct is scheduled for discussion, if the Member’s attendance has been requested;

2.5.21 provide the Professional Staff Office with a complete and current mailing address and accept Certified Mail from the Professional Staff;

2.5.22 continuously meet the qualifications for membership as set forth in these Bylaws.

A Member may be required to demonstrate continuing satisfaction of any of the requirements of these Bylaws upon the reasonable request of the PSEC, which may include submission to medical examination to confirm or assess the member’s physical and/or psychological health.

ARTICLE 3. CATEGORIES OF MEMBERSHIP

This Article allocates organizational responsibilities and prerogatives among members of the Professional Staff, based on their interests in and commitments to the Hospital as exhibited by the extent of their clinical practice activities and participation in Professional Staff affairs. (Determination of clinical privileges is addressed in Article V). For purposes of these provisions:

13

“Clinical Practice Activities” shall mean admissions, consultations (including hospital- based physician consults), procedures (inpatient or outpatient), interpretations of diagnostic tests, submission of pre-operative history and physical examination reports or other patient care activities through the exercise of clinical privileges at the Hospital.

“Participation in Professional Staff Affairs” shall mean involvement in Professional Staff committee activities, performance of peer review functions such as proctoring and reviewing cases upon request, attendance at Professional Staff meetings, and other activities that contribute to the overall strength of the Professional Staff organization and enhance its ability to fulfill its purposes as contemplated by these Bylaws.

All Professional Staff members, regardless of Category, must possess the Basic Qualifications for Membership and discharge the Basic Responsibilities of Membership described in Article 2 of these Bylaws, as applicable, and meet such other specific requirements as may be imposed by the Professional Staff through its authorized committees and representatives.

3.1 CATEGORIES OF PROFESSIONAL STAFF MEMBERSHIP

3.1.1 PROVISIONAL STAFF

These are Practitioners who are new to the Professional Staff and are under assessment for advancement to the Active Staff or Courtesy Staff. Provisional Staff membership shall be for a period of not less than one (1) year and not more than two (2) years. A practitioner who does not meet the Professional Staff’s standards for advancement to one of the above Categories within the allotted time shall be recommended for either reassignment to the Affiliate Staff, with no clinical privileges, or termination from the Professional Staff.

Responsibilities and prerogatives of the Provisional Staff are outlined in Article 3, Section 3.2.

(a) Observation/Proctorship of Provisional Staff Members

Each Provisional Staff Member shall undergo a period of observation by designated proctors as described in Article 5, Section 5.3. The observation shall be to evaluate the Member's (1) proficiency in the exercise of Clinical Privileges initially granted and (2) overall eligibility for continued staff membership and advancement within staff categories. The PSEC shall oversee the establishment of the general and departmental specific proctorship policies as well as the frequency and format of observation deemed appropriate in order to adequately evaluate Provisional Staff Members. Methods of proctorship include, but are not limited to, concurrent or retrospective chart review, mandatory consultation, and/or direct observation. Appropriate records shall be maintained by the Professional Staff Office.

(b) Failure To Complete Proctoring for Special Privileges

The failure to complete proctoring for any Special (i.e., as distinguished from Core Privileges) Privilege shall not, of itself, preclude advancement from Provisional Staff.

14

If advancement is approved prior to completion of proctoring, the proctoring will continue for the Special Privileges. The Special Privileges may be voluntarily relinquished or terminated if proctoring is not completed thereafter within a reasonable time as established by the Department with the approval of the PSEC.

3.1.2 ACTIVE STAFF

Practitioners of the Active Staff will have at least twenty-four (24) Clinical Practice Activities per calendar year. The Active Staff member is expected to attend a minimum of 50% of department meetings and 50% of Professional Staff meetings and participate in peer review if requested. An exception to the requirement for at least 24 CPA’s may be made for practitioners who can attest to (1) having an outpatient practice in which they provided care to at least 100 patients during the previous two years and (2) provide evidence via their signed name on attendance sheets and/or inclusion of their name in meeting minutes that they have attended at least 50% of their department meetings during the past 2 years.

Responsibilities and prerogatives of Active Staff are outlined in Article 3, Section 3.2.

3.1.3 COURTESY STAFF

Practitioners who desire a general affiliation, including admitting privileges, with fewer than twenty-four (24) Clinical Practice Activities per calendar year. While participation in Professional Staff Affairs is encouraged, there is no requirement for involvement.

Responsibilities and prerogatives of the Courtesy Staff are outlined in Article 3, Section 3.2.

3.1.4 HONORARY STAFF

Practitioners who no longer actively practice at the Hospital but who are deemed worthy of special recognition for their outstanding reputations, noteworthy contributions to the health and medical sciences, or previous long-standing service to the Hospital.

Responsibilities and prerogatives of the Honorary Staff are outlined in Article 3, Section 3.2.

3.1.5 AFFILIATE STAFF

Practitioners who do not hold any clinical privileges but wish to participate in the Professional Staff’s educational and collegial activities.

Responsibilities and Prerogatives of the Affiliate Staff are outlined in Article 3, Section 3.2.

15

3.1.6 TELEMEDICINE AFFILIATE STAFF

Practitioners who meet the basic and particular qualifications for Professional Staff membership and who provide diagnostic or treatment services to Hospital patients via Telemedicine devices.

Responsibilities and prerogatives of the Telemedicine Affiliate Staff are outlined in Article 3, Section 3.2.

3.2 RESPONSIBILITIES AND PREROGATIVES

Provisional Active Courtesy Telemedicine Honorary/

Affiliate

Hold Professionastaff Office?

l No Yes No No No

Vote on Professionalstaff GovernanceMatters? *

No Yes No No No

Vote on Department/section Policies and Leaders?

No Yes No No No

Vote on Department/section Policies and Leaders?

No

Yes No No No

Hold ConsultingPrivileges?

Yes Yes Yes Yes No

Hold Clinical Privileges

Yes Yes Yes Yes No

Serve on Professionastaff Committees?

l

Serve as Chair of

Professional Committees?

Yes

No

Yes

Yes

Yes

No

Yes

No

Yes

No Attend CME and Social Functions? Yes Yes Yes Yes Yes Pay Dues? Yes Yes Yes Yes No-Honorary

Yes-Affiliate

16

3.3 LIMITATION OF PREROGATIVES

The prerogatives set forth under each membership category are general in nature and may be subject to limitation by special conditions attached to a particular membership, by other sections of these Bylaws and by the Professional Staff Rules and Regulations.

3.4 GENERAL EXCEPTIONS TO PREROGATIVES

Regardless of the category of membership in the Professional Staff, limited license Members:

3.4.1 shall only have the right to vote on matters within the scope of their licensure. In the event of a dispute over voting rights, that issue shall be determined by the chair of the meeting, subject to final decision by the PSEC; and

3.4.2 shall exercise Clinical Privileges only within the scope of their licensure and as set forth in Article 5, Section 5.4.

3.5 MODIFICATION OF MEMBERSHIP

On its own initiative, upon recommendation from a Department Chair, pursuant to a request by a Member under Article 4, Section 4.6.1(b), or upon direction of the Board as set forth in Article 6, Section 6.7 the PSEC may recommend a change in the Professional Staff category of a Member consistent with the requirements of the Bylaws. Unless the change has been requested by the practitioner, the PSEC shall afford the practitioner an opportunity to comment either in writing or in person before its recommendation is finalized and forwarded to the Board of Directors. There shall be no right to a Hearing under Article 7 except as expressly provided therein or required by law.

ARTICLE 4. APPOINTMENT AND REAPPOINTMENT

4.1 GENERAL

Except as otherwise specified herein, no person (including persons engaged by the Hospital in administratively responsible positions and persons using Telemedicine to prescribe, render a diagnosis or otherwise provide clinical treatment to a patient) shall exercise Clinical Privileges in the Hospital unless and until that person applies for and receives appointment to the Professional staff or is granted temporary privileges as set forth in these Bylaws, or, with respect to AHPs, has been granted Privileges under applicable Professional Staff policies. By applying to the Professional Staff for appointment or reappointment (or, in the case of Members of the Honorary Staff, by accepting an appointment to that category), the applicant acknowledges responsibility to first review these Bylaws and Professional Staff Rules and Regulations and policies, and agrees that throughout any period of membership that person will comply with the responsibilities of Professional Staff membership and with the Bylaws, Rules and Regulations and policies of the Professional Staff as they exist and as they may be modified from time to time. Appointment to the Professional Staff shall confer on the appointee only such Clinical Privileges as have been granted in accordance with these

17

Bylaws.

4.2 BURDEN OF PRODUCING INFORMATION; COMPLETE APPLICATION

4.2.1 In connection with all applications for appointment, reappointment, advancement, or transfer, the applicant shall have the burden of producing information for an adequate evaluation of the applicant's qualifications and suitability for the Clinical Privileges and Staff category requested, of resolving any reasonable doubts about these matters, and of satisfying requests for information. The applicant's failure to sustain this burden shall be grounds for denial of the application. This burden may include submission to a medical or psychological examination, at the applicant's expense, if deemed appropriate by the PSEC, which may select the examining physician. The provision of information containing material misrepresentations and/or omissions shall constitute grounds for denial of the application.

4.2.2 In order for the PSEC to make a recommendation to the Board of Directors concerning an applicant for appointment or reappointment to the Professional Staff or additional Clinical Privileges, the Credentials Committee must have in its possession adequate information for a conscientious evaluation of the applicant’s training, experience and background as measured against the unique professional standards of this Hospital. Accordingly, the Credentials Committee will not take action on an application that is not “complete.” A complete application is one which provides responsive information to each inquiry on the application form and provides supplementary information necessary to enable the Professional Staff to make a sound recommendation regarding the application. Unresolved disciplinary action or malpractice litigation or the inability to verify information may render the application incomplete.

(a) An application for appointment, reappointment or new Clinical Privileges shall be deemed “incomplete” for purposes of subparagraph “3)” below, unless and until:

(1) the applicant submits a written application, using the prescribed form, in which all of the requisite information is provided. All entries and attachments must be legible, understandable and substantively responsive on every point of inquiry;

(2) the applicant responds to all further requests from the Professional Staff, through its authorized representatives, for clarifying information or the submission of supplementary materials. This may include, but not necessarily be limited to, submission to a medical or psychiatric evaluation, at the applicant’s expense, if deemed appropriate by the PSEC to resolve questions about the

18

applicant’s fitness to perform the physical and/or mental functions associated with requested Clinical Privileges or to determine reasonable accommodations. If the requested items or information or materials, such as reports or memoranda, are in the exclusive possession of another person or entity, the applicant shall take such measures as are necessary to obtain them or to arrange for them to be submitted to the Professional Staff directly by the source; and

(3) the applicant has assisted as necessary in the solicitation of written evaluations from those listed by the applicant as references or other potential sources of relevant information.

(b) An application for new or additional Privileges by a Member of the Professional Staff in Good Standing, shall not be complete unless and until:

(1) the applicant submits a written request for the Privileges, supported by a complete description of the applicant’s training, experience and other relevant qualifications, with documentation as appropriate.

(2) the applicant responds to any requests for additional information and materials as described above.

(c) An application that is determined to be incomplete shall not qualify for a credentialing recommendation by any Professional Staff official or committee or by the Board of Directors, regardless of any assessment or determination that may have been made as to its completeness at an earlier stage in the process. Should the applicant fail to make the application complete after being given a reasonable opportunity to do so, the credentialing process may be terminated at the discretion of the PSEC, after giving the applicant an opportunity to be heard, either in writing or at a meeting, as determined by the PSEC. Termination of the credentialing process under this provision shall not entitle the applicant to any hearing or appeal under Article 7.

(d) Until notice is received from the Board of Directors regarding final action on an application for appointment, reappointment or new Clinical Privileges, the applicant shall be responsible for keeping the application current and complete by informing the Professional Staff, in writing, of any material change in the information provided or of any new information that might reasonably have an effect on the applicant’s candidacy, including the filing of any malpractice claim against the applicant or any of the information specified in Article 2, Sections 2.5.15-17. Failure to meet this responsibility will be grounds

19

for denial of the application, nullification of an approval if granted, and/or immediate termination of Professional Staff membership.

4.3 APPOINTMENT AUTHORITY

Appointments, denials and revocations of appointments to the Professional Staff shall be made as set forth in these Bylaws, but only after there has been a recommendation from the PSEC.

4.4 DURATION OF APPOINTMENT AND REAPPOINTMENT

Except as otherwise provided in these Bylaws, initial appointments to the Professional Staff shall be for a period not to exceed two years. Reappointments shall be for a period not to exceed two years. Appointment or reappointment for a period of less than two years shall neither be considered corrective action nor entitle an applicant or Member to hearing rights under Article 7.

4.5 APPLICATION FOR INITIAL APPOINTMENT]

4.5.1 APPLICATION FORM

An application form shall be approved by the PSEC. The form shall require detailed information which shall include, but not be limited to, information concerning:

(a) the applicant's qualifications, including, but not limited to, professional training and experience, current licensure (verified at the time of initial granting, renewal and revision of Privileges, and at the time of license expiration), current DEA registration, board certification, training (as required for specific Privileges), and continuing medical education information related to the Clinical Privileges to be exercised by the applicant;

(b) peer references familiar (either through direct observation or through close working relationships) with the applicant's professional competence in the care of patients in the Hospital and ethical character;

(c) current government issued photograph (e.g., passport, driver’s license, military identification) sufficient to verify that the applicant requesting approval is the same individual identified in the application and credentialing documents;

(d) verified plans to provide continuous coverage for the applicant’s patients, subject to the approval of the PSEC; written clarification of any lapses in time in training or work experience;

(e) requests for membership categories and Clinical Privileges;

20

(f) the existence and circumstances of any professional liability complaint, claim or other cause of action that has been lodged against the Practitioner, and the status or outcome of each such matter, including all final judgments and/or settlements involving the Practitioner;

(g) the existence and circumstances of any past or pending professional disciplinary action or investigation involving the Practitioner including the status or outcome of each such matter;

(h) any voluntary or involuntary termination or denial of Professional staff membership or voluntary or involuntary limitation, suspension, reduction, relinquishment, or other loss of clinical privileges at any other Hospital or health care facility;

(i) any prior or pending government agency or third party proceeding or litigation challenging or sanctioning the Practitioner's admission, treatment, discharge, billing, collection, or utilization practices, including but not limited to Medicare and Medicaid fraud and abuse proceedings, convictions, and or settlements, and the status or outcome of each such matter;

(j) any prior or pending challenge to any licensure or registration, or the voluntary or involuntary relinquishment of any such licensure or registration and the status or outcome of each such matter;

(k) information as to any current or pending sanctions affecting participation in any Federal Health Care Program or any action which might cause the Practitioner to become an Ineligible Person, as well as any sanctions from a professional review organization; and

(l) information as to whether the applicant has ever been formally charged with a crime other than a minor traffic offense;

(m) current physical and mental health status; including evidence of a current tuberculosis examination performed within the previous six (6) months, and any other screening or vaccination records required by the PSEC;

(n) professional liability coverage, covering the Clinical Privileges that the Practitioner is seeking; and signed releases and authorizations necessary to complete a criminal background check, if requested by the PSEC and Board.

Each application for initial appointment to the Professional Staff shall be in writing, submitted on the prescribed form with all provisions completed (or accompanied by an explanation of why answers are unavailable), dated and signed by the applicant.

21

Any significant misrepresentation or omission of information provided on the application form or temporary privilege request form or during the application process shall be grounds for immediate denial, termination, revocation and/or suspension of the applicant's Professional Staff membership and/or Clinical Privileges. When an applicant requests an application form, that person shall be given a copy of these Bylaws, the Professional Staff Rules and Regulations, and, as deemed appropriate by the PSEC, copies or summaries of any other applicable Professional Staff policies relating to clinical practice in the Hospital, or have electronic access to these items. Each Professional Staff application shall be a confidential peer review document of the Professional Staff.

4.5.2 EFFECT OF APPLICATION

In addition to any other provisions of these Bylaws, by applying for appointment to the Professional Staff each applicant:

(a) signifies the willingness to appear for interviews in regard to the application;

(b) authorizes consultation with others who have been associated with the applicant and who may have information bearing on the applicant's competence, qualifications and performance, and authorizes such individuals and organizations to candidly provide all such information. The applicant agrees to execute any releases necessary to obtain such information;

(c) consents to inspection of any and all records and documents that may be material to an evaluation of the applicant's qualifications and ability to carry out the Clinical Privileges requested, and authorizes all individuals and organizations in custody of such records and documents to permit such inspection and copying;

(d) certifies that he or she will report to the PSEC any changes in the information submitted on the application form which may occur after submission of the application but before final action by the Board of Directors;

(e) releases from any liability, to the fullest extent permitted by law, the Hospital and all other persons and organizations for their acts performed in connection with investigating and evaluating the applicant;

(f) releases from any liability, to the fullest extent permitted by law, all individuals and organizations who provide information regarding the applicant, including otherwise confidential information;

22

(g) consents to the disclosure to other Hospitals, medical associations, licensing boards, health care service plans, managed care organizations and other similar organizations as authorized by law, any information regarding the applicant's professional or ethical standing that the Hospital or Professional Staff may have, and releases the Professional Staff and Hospital from liability for so doing to the fullest extent permitted by law;

(h) consents to undergo and release the results of any medical, psychiatric or psychological examination by a practitioner acceptable to the PSEC, at the applicant’s expense, if deemed necessary by the PSEC;

(i) acknowledges responsibility for timely dues payment;

(j) pledges to provide for continuous quality of care for patients, to seek consultation whenever necessary, and to refrain from delegating patient care responsibility to nonqualified or inadequately supervised Practitioners;

(k) pledges to maintain an ethical practice, including refraining from illegal inducements for patient referrals;

(l) pledges to be bound by the Professional Staff Bylaws, Rules and Regulations, and policies;

(m) agrees to fully cooperate with all Professional Staff peer review and/or Quality Assurance processes including providing all information as requested and appearing for interviews if requested; and

(n) agrees to execute the releases and/or authorizations necessary for the Professional Staff to conduct, or cause to be conducted, a criminal background check.

4.5.3 VERIFICATION OF INFORMATION

The applicant shall deliver a completely filled-in, signed, and dated application and supporting documents to the Credentials Coordinator and an advance payment of Professional Staff dues. The Credentialing Office shall expeditiously seek to collect or verify the references, licensure status, and other evidence submitted in support of the application. The Credentials Coordinator shall query the Medical Board of California and the National Practitioner Data Bank (NPDB) regarding the applicant or Member. The applicant shall be notified of any problems in obtaining the information required, and it shall be the applicant's obligation to obtain any reasonably requested information. Whenever feasible, the applicant’s specific relevant training and current competence shall also be verified, in writing, with the primary source. When collection and verification of all information is accomplished so that the application may be considered complete, it shall be transmitted to the Credentials Committee and

23

the appropriate Department Chair. No final action on an application may be taken until receipt of the NPDB report.

4.5.4 DEPARTMENT CHAIR REVIEW

As soon as practicable, the Department Chair shall evaluate the application and other materials and shall transmit to the Credentials Committee a recommendation as to appointment If appointment is recommended, the membership category, Clinical Privileges to be granted, proctoring recommendations if not specifically covered by Professional Staff policies and procedures, and any special conditions to be attached to the appointment. The Department Chair may also recommend that the PSEC defer action on the application.

4.5.5 PROFESSIONAL STAFF EXECUTIVE COMMITTEE ACTION

Upon receiving the completed application and supporting documents, within 60 days, the Credentials Committee shall review the application with Department Chair reports and other supporting documentation. The Credentials Committee may request additional information or return the matter for further investigation, and/or may conduct a personal interview with the applicant at the Credentials Committee's discretion. This information will be transmitted to the PSEC which shall evaluate all matters deemed relevant to a recommendation, including information concerning the applicant's provision of services within the scope of Privileges granted, and the applicant's participation in relevant continuing education and shall transmit a written report and recommendation as to appointment and, as to membership category, Clinical Privileges to be granted, and any special conditions to be attached. The reasons for each recommendation shall be stated. The PSEC may also defer action on the application and shall state its reasons for doing so to the applicant and Department Chair.

4.5.6 EFFECT OF PROFESSIONAL STAFF EXECUTIVE COMMITTEE ACTION

(a) If the PSEC recommends appointment and the granting of all requested Privileges, the recommendation shall be promptly forwarded to the Board or, in cases eligible for expedited processing, to the applicable committee duly appointed by the Board to handle expedited applications.

(b) If the PSEC recommends denial of appointment for reasons related to the applicant's professional competence or conduct, the Board and the applicant shall be promptly informed by written notice and the applicant shall be entitled to the procedural rights provided in Article 7.

(c) If the PSEC recommends appointment, but recommends denial or limitation of one or more requested Privileges based on the applicant's professional competence or conduct, the Board and the applicant shall be promptly informed by written notice and the applicant shall be

24

entitled to the procedural rights provided in Article 7 with respect to the portion of the recommendation which is unfavorable. The remainder of the recommendation shall be transmitted to the Board for action.

(d) If the PSEC recommends denial of appointment or denial or limitation of a requested Privilege for reasons other than the applicant's professional competence or conduct, the Board and the applicant shall be promptly informed by written notice, but the procedural rights provided in Article 7 shall not apply, although the applicant may be given the opportunity to be heard by the PSEC or a subcommittee thereof.

4.5.7 ACTION ON THE APPLICATION

The Board or, in cases eligible for expedited processing, the duly appointed committee of the Board, may accept the recommendation of the PSEC or may refer the application back to the PSEC for further consideration, stating the purpose for such referral and setting a reasonable time limit for making a subsequent recommendation. The following procedures shall apply with respect to action on the application:

If the PSEC issues a favorable recommendation, the Board or its duly appointed committee in cases eligible for expedited processing, shall give great weight to this recommendation.

(a) If the Board concurs with the recommendation of the PSEC, that recommendation shall be affirmed as the final action of the Hospital.

(b) If the Board has concerns about the PSEC’s recommendation, it shall refer the matter back to the PSEC for further consideration, stating the reasons and purpose for such referral. The PSEC shall be given a reasonable opportunity to respond, and a process may be agreed upon to discuss the issues or conduct further credentialing or investigative activities before action is taken by the Board. If the PSEC reaffirms its favorable recommendation and the Board declines to accept it, and the action under consideration by the Board is of a type that gives rise to hearing rights under Article 7, the Board’s decision shall remain tentative pending further developments consistent with that Article.

If the PSEC recommends denial of appointment or denial or limitation of any requested privilege and the applicant waives his or her procedural rights, the recommendations of the PSEC shall be forwarded to the Board for final action. The Board shall give great weight to the PSEC’s recommendation. If the Board has concerns about the PSEC’s recommendation, it shall refer the matter back to the PSEC for further consideration, stating the reasons and purpose for such referral. The PSEC shall be given a reasonable opportunity to respond, and a process may be agreed upon to discuss the issues or conduct further credentialing or investigative activities before action is taken by the Board. If the PSEC reaffirms its unfavorable recommendation

25

and the Board declines to accept it, the Board’s favorable decision shall be the final action of the Hospital.

(c) If the applicant is entitled to and requests a hearing following the adverse PSEC recommendation pursuant to Article 4, Section 4.5-7 or an adverse Board tentative final action pursuant to this Article 4, Section 4.5-8, the Board shall take final action only after the applicant has exhausted or waived the procedural rights as provided in these Bylaws.

(d) To expedite initial appointment, reappointment, renewal or modification of Clinical Privileges, the Board may delegate the authority to render those decisions to a subcommittee of the Board consisting of at least two Board members. Any individual being considered for Professional Staff membership or delineated Clinical Privileges is subject to the criteria set forth in Articles 4 and 5 of the Professional Staff Bylaws, as well as any other sections relating to appointment, reappointment, renewal or modification of Clinical Privileges, and applicable Joint Commission standards. Delegation of Authority does not pertain to applications for temporary appointments and Privileges that have been granted by the CEO.

Positive decisions by the Board subcommittee will be reported to the next regularly scheduled Board meeting for ratification. Negative decisions of the subcommittee shall be referred back to the PSEC for further evaluation.

Expedited processing is not available if:

(1) the applicant or Member submits an incomplete application;

(2) the PSEC’s recommendation is adverse in any respect;

(3) there is a current challenge or a previously successful challenge to the applicant’s licensure or registration;

(4) the applicant has received an involuntary termination of Professional staff membership or an involuntary limitation, reduction, denial, or loss of some or all Privileges at another organization;

(5) there is an unusual pattern, or an excessive number, of professional liability actions that resulted in a final judgment against the applicant.

4.5.8 NOTICE OF FINAL DECISION

(a) Notice of the final decision shall be given to the COS, the PSEC, the appropriate Department Chairs, the applicant, and the CEO.

26

(b) A decision and notice to appoint or reappoint shall include, if applicable: (1) the staff category and Department to which the applicant is appointed; (2) the Clinical Privileges granted; and (3) any special conditions attached to the appointment.

4.5.9 REAPPLICATION AFTER ADVERSE APPOINTMENT DECISION

An applicant who has received a final adverse decision regarding appointment shall not be eligible to reapply to the Professional Staff for a period of 2 (two) years. As used in this subsection, final decision means the final decision of the Board of Directors or the decision of a reviewing trial or appellate court, whichever occurs last. Any such reapplication shall be processed as an initial application, and the applicant shall submit such additional information as may be required to demonstrate that the basis for the earlier adverse action no longer exists.

4.5.10 TIMELY PROCESSING OF APPLICATIONS

Applications for staff appointments shall be considered in a timely manner by all persons and committees required by these Bylaws to act thereon. While special or unusual circumstances may constitute good cause and warrant exceptions, the following maximum time periods provide a guideline for routine processing of applications:

(a) Evaluation, review, and verification of application and all supporting documents by the Professional Staff Office: Within 45 days from receipt of all necessary documentation;

(b) Review and recommendation by Department Chairs: Within 45 days after receipt of all necessary documentation from the Professional staff Office;

(c) Review and recommendation by the PSEC: Within 45 days after receipt of all necessary documentation and Department Chair’s recommendations; and

(d) Final action: Within 180 days after receipt of all necessary documentation by the Professional Staff Office.

The time periods specified herein are to assist the Professional staff in accomplishing its credentialing tasks in a timely fashion; they shall not be deemed to create any right for any applicant to have his or her application processed within such periods.

4.6 REAPPOINTMENTS AND REQUESTS FOR MODIFICATIONS OF STAFF STATUS OR PRIVILEGES

4.6.1 APPLICATION

27

(a) At least 120 days prior to the expiration date of the current staff appointment (except for temporary appointments), a reapplication form approved by the PSEC shall be mailed or delivered to the Member. At least 90 days prior to the expiration date, each Member shall submit to the PSEC the completed application form for renewal of appointment, and for renewal or modification of Clinical Privileges. If an application for reappointment is not received within this time period, written notice shall be promptly sent to the applicant advising that the application has not been received. The reapplication form shall include all information necessary to update and evaluate the qualifications of the applicant including, but not limited to, the matters set forth in Article 4, Section 4.5.1, as well as other relevant matters. Upon receipt of the application, the information shall be processed as set forth commencing at Article 4, Section 4.5.3.

(b) A Member who seeks a change in Professional staff status or modification of Clinical Privileges may submit such a request at any time in writing, except that such application may not be filed within 6 (six) months of the time a similar request has been denied.

4.6.2 EFFECT OF APPLICATION

The effect of an application for reappointment or modification of Staff status or Privileges is the same as that set forth in Article 4, Section 4.5.2.

4.6.3 STANDARDS AND PROCEDURE FOR REVIEW

When a Staff Member submits the first application for reappointment, and every two years thereafter, or when the Member submits an application for modification of Staff status or Clinical Privileges, the Member shall be subject to an in-depth review generally following the procedures set forth in Article 4, Sections 4.5.3 through 4.4.10. All requests for expansion or addition of Clinical Privileges will be processed in the same manner as requests for initial Privileges.

4.6.4 EXPIRATION OF APPOINTMENT: TIMELY REAPPOINTMENT APPLICATIONS

If it appears that an application for reappointment will not be fully processed by the expiration date of the Member’s appointment for reasons other than the applicant’s failure to return documents or otherwise cooperate in a timely fashion in the reappointment process, processing of the Member’s application will continue, notwithstanding the expiration of the Member’s term of appointment. A Member whose term of appointment has expired under these circumstances may be granted a time-limited reappointment, which shall not create a vested right in continued membership. The member shall continue to be subject to the reappointment process as described in these Bylaws.

28

4.6.5 FAILURE TO FILE REAPPOINTMENT APPLICATION

Failure without good cause to timely file a completed application for reappointment shall result in the automatic expiration of the Member's Professional Staff membership and clinical privileges at the end of the current staff appointment. In the event membership terminates for the reasons set forth herein, the procedures set forth in Article 7 shall not apply.

4.6.6 REAPPLICATION AFTER ADVERSE REAPPOINTMENT DECISION

An applicant who has received a final adverse decision regarding reappointment shall not be eligible to reapply to the Professional staff for a period of two (2) years following the final decision. As used in this subsection, final decision means the final decision of the Board of Directors or the decision of a reviewing trial or appellate court, whichever occurs last. Any such reapplication shall be processed as an initial application, and the applicant shall submit such additional information as may be required to demonstrate that the basis for the earlier adverse action no longer exists.

4.7 LEAVE OF ABSENCE

4.7.1 LEAVE STATUS

At the discretion of the PSEC, a Member may obtain a voluntary leave of absence from the staff upon submitting a written request to the PSEC stating the reason for the requested leave of absence and the approximate period of leave desired, which may not exceed 2 (two) years. During the period of the leave, the Member shall not exercise Clinical Privileges at the Hospital, and membership rights and responsibilities shall be inactive, including the obligation to pay dues. Before any voluntary leave of absence may begin, all medical records must be completed.

4.7.2 TERMINATION OF LEAVE

At least 30 days prior to the termination of the leave of absence, the Member may request reinstatement of Privileges by submitting a written notice to that effect to the PSEC. The Staff Member shall submit a summary of relevant activities during the leave, unless the PSEC waives the requirement. If the leave of absence was for medical reasons, the request for reinstatement must be supported by evidence that the Member is fit to perform all of the functions associated with the Member’s Clinical Privileges. The PSEC shall make a recommendation concerning the reinstatement of the Member's Privileges and prerogatives, and the procedure provided in Article 4, Sections 4.1 through 4.5.8 shall be followed. Proctoring may be required at the discretion of the PSEC or Department Chair. If the Member’s appointment expired during the time that he/she was on leave of absence, the Member must submit a completed application for reappointment prior to reinstatement. Assuming favorable action on the appointment application, the Member shall be assigned to the reappointment cycle which existed prior to the leave of absence.

29

4.7.3 FAILURE TO REQUEST REINSTATEMENT

If a request for reinstatement has not been submitted at least 30 days prior to the scheduled expiration of a leave of absence, the Member will be sent a reminder. If a request for reinstatement still has not been submitted at least 15 days prior to the scheduled expiration of the leave of absence, the Member shall be deemed to have resigned from the Professional staff and relinquished his or her clinical privileges as of the expiration date. A Member who is deemed to have resigned under this provision may seek reinstatement at any a time pursuant to provisions of these Bylaws for initial applicants. However, the PSEC shall have the discretion to modify or waive specific credentialing or proctoring requirements that would ordinarily pertain to initial applicants, upon a determination that such requirements would be unjust or would not serve a productive purpose.

4.7.4 MEDICAL LEAVE OF ABSENCE

The PSEC shall determine the circumstances under which a particular Member shall be granted and return from a leave of absence for the purpose of obtaining treatment for a medical condition or disability.

4.7.5 MILITARY LEAVE OF ABSENCE

Requests for leave of absence to fulfill military service obligations shall be granted upon notice and review by the PSEC. Reactivation of membership and clinical privileges previously held shall be granted, notwithstanding the provisions of Sections 4.7-2 and 4.7-3, but may be granted subject to monitoring and/or proctoring, or other conditions, as determined by the PSEC.

4.8 RESIGNATION

Any Member can resign Professional staff membership and Clinical Privileges by notifying the Professional Staff in writing. Unless otherwise determined by the PSEC, a resignation shall be accepted upon receipt. The PSEC may, in its discretion, condition acceptance of a resignation upon completion of staff duties or responsibilities, including completion of medical records.

ARTICLE 5. CLINICAL PRIVILEGES

5.1 EXERCISE OF PRIVILEGES

Except as otherwise provided in these Bylaws, a Member or AHP providing clinical services at this Hospital shall be entitled to exercise only those Clinical Privileges specifically granted. Said Privileges and services must be Hospital specific, within the scope of any license, certificate or other legal credential authorizing practice in this state and consistent with any restrictions thereon, and shall be subject to the rules and regulations of the Department and the authority of the appropriate committee and the Professional Staff. Clinical Privileges may be granted, continued, modified or terminated by the Board of Directors only upon

30

consultation with the Professional Staff, only for reasons directly related to quality of patient care or other provisions of the Professional Staff Bylaws, and only following the procedures outlined in these Bylaws.

5.2 CRITERIA FOR GENERAL COMPETENCIES

The Professional Staff shall, in addition to criteria for Privileges, also develop areas of “general competencies” by which all Hospital Practitioners shall be measured for current proficiency. Each Department shall define how to measure these general competencies as applicable to that Department and use them to monitor and assess each Practitioner’s current proficiencies on an ongoing basis. Examples of general competencies that the Professional Staff may establish include, but are not limited to, patient care, medical/clinical knowledge, practice- based learning and improvement, interpersonal and communication skills, professionalism, and systems based practice.

5.3 DEVELOPMENT OF CRITERIA FOR CLINICAL PRIVILEGES

Subject to the approval of the PSEC and the Board of Directors, each Department will be responsible for developing criteria for proctorship and for granting Clinical Privileges. The criteria shall be designed to facilitate uniform quality patient care, treatment and services. At the discretion of the Department Chair, affected categories of Allied Health Professionals shall participate in developing the criteria for Privileges to be exercised by Allied Health Professionals. Each Department’s approved criteria for proctorship and for granting Privileges shall be included in the rules for that Department.

5.4 DELINEATION OF PRIVILEGES IN GENERAL

5.4.1 REQUESTS

Each application for appointment and reappointment to the Professional Staff must contain a request for the specific Clinical Privileges desired by the applicant, whether they are new or being renewed. A request by a Member for a modification of Clinical Privileges may be made at any time, but such requests must be supported by documentation of training and/or experience supportive of the request. The Professional Staff Office shall query the National Practitioner Data Bank whenever the Practitioner seeks to expand Privileges or add new Privileges.

5.4.2 BASIS FOR PRIVILEGES DETERMINATION

The Professional Staff shall make an objective, evidence based decision with regard to each request for Privileges. Requests for Clinical Privileges shall be evaluated on the basis of the Member's education, training, experience, and current demonstrated professional competence and judgment; applicant specific information regarding applicant’s clinical performance at the Hospital, comparisons made to aggregate information (when available) about performance, judgment, clinical or technical skills, morbidity and mortality; current health status as relevant to the privileges involved, the documented results of patient care and other quality review and

31

monitoring which the PSEC deems appropriate, and performance of a sufficient number of procedures to develop and maintain the Practitioner’s skill and knowledge and compliance with specific criteria applicable to the Privileges. Requested Privileges should be assessed individually to determine the Hospital’s needs and ability to support the applicant with respect to the requested Privileges. Privilege determinations may also be based on pertinent information concerning clinical performance obtained from other sources, especially other institutions and health care settings where a member exercises Clinical Privileges. The decision to grant or deny a Privilege and/or to renew an existing Privilege shall also be based on peer recommendations addressing the applicant’s: (i) medical/clinical knowledge; (ii) technical and clinical skills; (iii) clinical judgment; (iv) interpersonal skills; (v) communication skills; (vi) professionalism and (vii) health status. When considering a request from a Practitioner who practices Telemedicine, credentialing information from another Joint Commission accredited organization may be used so long as the decision to delineate Privileges is made at the hospital receiving the Telemedicine services.

Information regarding each Practitioner’s scope of Privileges shall be updated as changes in Clinical Privileges for each Practitioner are made. In the event Privileges have been used so infrequently as to make it difficult or unreliable to assess current competence, renewal of Privileges may also be conditioned upon additional proctoring as deemed necessary by the PSEC.

5.5 ONGOING PROFESSIONAL PRACTICE EVALUATION (OPPE)

Each Practitioner exercising Clinical Privileges shall be monitored and evaluated on a regular basis to identify professional practice trends that have an impact on the quality of patient care and safety. The Professional Staff shall be responsible for establishing the format of these OPPEs. These s shall be factored into the decision to maintain, revise or terminate existing Privileges. The Professional Staff shall take additional actions, as necessary and in accordance with these Bylaws, to address issues identified through OPPE activities. Each Department shall recommend the criteria used in the OPPEs, subject to the approval of the PSEC. OPPE activities include, but are not limited to, chart review, proctoring or other form of direct observation, and discussion with other caregivers involved in the care of the patient.

5.6 FOCUSED PROFESSIONAL PRACTICE EVALUATION (FPPE)

The Professional Staff is responsible for developing a focused professional practice evaluation (FPPE) process that will be used to evaluate a Practitioner’s competence in performing specific Privileges or performance of other responsibilities of Professional Staff membership. The Professional Staff shall define the circumstances giving rise to FPPE; the methods used to conduct the focused evaluation; the duration of the evaluation period, including criteria for extensions of the evaluation period; and how the information gathered during the evaluation period will be utilized. FPPE methods include, but are not limited to: chart review (concurrent or retrospective), proctoring or other form of direct observation; external review; and/or discussion with other caregivers involved in the care of the patient.

32

An FPPE by itself shall not constitute an investigation and shall not constitute a restriction of Privileges or grounds for any formal hearing or appeal rights as described in Article 7 of these Bylaws.

5.7 PROCTORING

5.7.1 GENERAL PROVISIONS

Except as otherwise determined by the PSEC, all initial appointees to the Professional Staff, Professional Staff Members who have insufficient activity from which to assess current competence, as determined by the Professional Staff, and all Members granted new Clinical Privileges shall be subject to a period of proctoring. Proctoring may also be implemented whenever the PSEC determines that additional information is needed to assess a Practitioner’s performance. Each appointee or recipient of new Clinical Privileges shall be assigned to the appropriate Department, where performance on an appropriate number of cases as established by the PSEC, shall be observed by the Department Chair(s) or his or her designee, during the period of proctoring specified in the individual Departmental policies, to determine suitability to continue to exercise the Clinical Privileges granted. The Member shall remain subject to such proctoring until the PSEC has been furnished with a recommendation from the Department Chair(s) to discontinue proctoring. A recommendation to discontinue proctoring must include the following statements: that the applicant meets all of the qualifications for unsupervised practice in the Hospital, that the applicant has discharged all of the responsibilities of Professional Staff membership, and that the applicant has not exceeded or abused the prerogatives of the category to which the appointment was made.

5.7.2 FAILURE TO OBTAIN PROCTORING

Any initial appointee who fails within the time of Provisional membership to complete the proctoring required, or any Member exercising new Clinical Privileges or undergoing proctoring for infrequently performed procedures who fails to complete the required proctoring within the time allowed by the PSEC, shall be deemed to have relinquished the membership or privileges involved, and he or she shall not be afforded the procedural rights provided in Article 7. However, the PSEC has the discretion to extend the time for completing proctoring requirements. The inability to obtain such an extension shall not give rise to procedural rights described in Article 7. Any Practitioner whose membership or Privileges are relinquished pursuant to this section may not reapply for membership ,to the Professional Staff, or reapply for the relinquished privilege, for one year, unless the PSEC makes an exception for good cause.

5.7.3 PROFESSIONAL STAFF ADVANCEMENT

The failure to obtain proctoring for any Special Clinical Privileges (as distinguished from Core Privileges) shall not, of itself, preclude advancement in Professional Staff category of any Member. If such advancement is granted absent completion of

33

proctoring on Special Privileges, proctorship on the Special Privileges procedures shall continue for the specified time period or number of cases. The Special Privileges may be voluntarily relinquished or terminated if proctoring is not completed thereafter within a reasonable time as established by the Department with the approval of the PSEC.

5.7.4 CONFIDENTIALITY/IMPARTIALITY

To maintain confidentiality and to ensure the unbiased performance of Privilege review functions, Members participating in the credentialing and proctoring process shall limit their discussion of the matters involved to the formal avenues provided in these Bylaws for processing applications for Privileges.

5.8 CONDITIONS FOR PRIVILEGES OF LIMITED LICENSE PRACTITIONERS

5.8.1 ADMISSIONS

(a) Except as provided by subdivision b), when dentists and oral surgeons, podiatrists, and clinical psychologists who are Members of the Professional Staff admit patients, a physician Member of the Professional Staff with admitting and attending privileges must conduct or directly supervise the admitting history and physical examination (except the portion related to dentistry, podiatry or clinical psychology), and assume responsibility for the care of the patient's medical problems present at the time of admission, or which may arise during hospitalization, which are outside of the limited license practitioner's lawful scope of practice.

(b) Oral and maxillofacial surgeons who have successfully completed a postgraduate program in oral and maxillofacial surgery accredited by a nationally recognized accrediting body approved by the U.S. Office of Education and who have been determined by the Professional Staff to be competent to do so, may perform a history and physical examination and determine the ability of their patient to undergo surgical procedures the oral and maxillofacial surgeon proposes to perform. Completion of a history and physical by a qualified oral and maxillofacial surgeon under this subsection b) shall satisfy the appraisal portion of the requirements of Article 5, Section 5.8.3 below. For patients with existing medical conditions or abnormal findings beyond the surgical indications, a physician Member of the Professional Staff must conduct or directly supervise the admitting history and physical examination, except the portion related to oral and maxillofacial surgery, and assume responsibility for the care of the patient's medical problems present at the time of admission, or which may arise during hospitalization, which are outside of the oral and maxillofacial surgeon's lawful scope of practice.

34

5.8.2 SURGERY

Surgical procedures performed by dentists, oral surgeons and podiatrists, shall be under the overall supervision of the Department Chair of Surgery or the Chair’s designee.

5.8.3 MEDICAL APPRAISAL

All patients admitted for care in a Hospital by a dentist, oral and maxillofacial surgeon, podiatrist, or clinical psychologist shall receive the same basic medical appraisal as patients admitted to other services, and the dentists or oral and maxillofacial surgeons, podiatrists, and clinical psychologists shall seek consultation with a physician Member to determine the patient's medical status and need for medical evaluation whenever the patient's clinical status indicates the presence of a medical problem. Where a dispute exists regarding proposed treatment between a physician Member and a limited license practitioner based upon medical or surgical factors outside of the scope of licensure of the limited license practitioner, the treatment will be suspended insofar as possible while the dispute is resolved by the appropriate Department Chair with concurrence of the COS, as warranted.

5.9 TEMPORARY CLINICAL PRIVILEGES

5.9.1 CIRCUMSTANCES

Temporary Privileges may be granted after appropriate application in the following circumstances:

(a) to fulfill an important patient care need that cannot be otherwise addressed

(b) when an applicant with a complete and clean application is awaiting review and approval of the PSEC and the Board. An application is complete and clean if all primary source verification is complete and all hospital verifications have been received, as described below, and no concerns have been identified.

5.9.2 LOCUM TENENS

Locum tenens Privileges may be granted, provided that the procedures described in 5.9-3 have been completed. Such Privilege shall be provided for a period not to exceed 90 (ninety) days in a twelve-month period, unless the PSEC recommends a longer additional period for good cause.

5.9.3 APPLICATION AND REVIEW

(a) In the first circumstance, temporary Privileges can be granted on a case-by-case basis when there is an important patient care need that

35

mandates an immediate authorization to practice, for a limited time, while the full credentials information is verified and approved. In this circumstance, temporary Privileges may be granted by the CEO or designee upon recommendation of the COS, provided there is verification of current licensure and current competence.

(b) In the second circumstance, temporary Privileges may be granted when the new applicant for Professional Staff membership or Privileges is waiting for a review and recommendation by the PSEC and approval by the Board. Upon receipt of a completed application and supporting documentation from a physician, dentist, podiatrist, or clinical psychologist authorized to practice in California, the CEO or designee may grant temporary Privileges for a limited period of time, not to exceed 120 days, upon recommendation of the COS, to an applicant who appears to have qualifications, ability and judgment, consistent with Article 2, Section 2.21, provided:

(1) There is verification of:

(i) current licensure, relevant training or experience, current competence, ability to perform the Privileges requested, and other criteria required by these Bylaws; and

(ii) b) results of the NPDB query have been obtained and evaluated, and

(2) The applicant has:

(i) a complete application;

(ii) no current, pending, or previously successful challenges to licensure or registration;

(iii) not been subject to involuntary limitation, reduction, denial, or loss of clinical privileges or membership at any health facility.

5.9.4 GENERAL CONDITIONS

(a) If granted temporary Privileges, the applicant shall act under the supervision of the Department Chair(s) to which the applicant has been assigned, and shall ensure that each such Department Chair or his/her designee, is kept closely informed as to the applicant's activities within the Hospital.

(b) Temporary Privileges shall automatically terminate at the end of the designated period, unless earlier terminated or suspended under

36

these Bylaws or unless affirmatively renewed following the procedure set forth in Article 5, Section 5.9.2 or 5.1.3.

(c) Requirements for proctoring and monitoring, including but not limited to those in Article 4, Section 5.7, shall be imposed on such terms as may be appropriate under the circumstances upon any member granted temporary Privileges by the COS after consultation with the Department Chair or his/her designee.

(d) Temporary Privileges may at any time be suspended or terminated as provided under these Bylaws. In such cases, the appropriate Department Chair or, in the Department Chair’s absence, the COS shall assign a Member to assume responsibility for the care of such Member's patient(s). The wishes of the patient shall be considered in the choice of a replacement Member.

(e) All persons requesting or receiving temporary Privileges shall be bound by the Bylaws and Rules and Regulations of the Professional Staff.

5.9.5 DISASTER PRIVILEGES

(a) In a case of a disaster in which the emergency management plan has been activated and the Hospital is unable to handle the immediate patient needs, the COS, or in the absence of the COS, the Vice-Chief, may grant specialty specific and time limited disaster Privileges to physicians and other licensed independent practitioners who volunteer their services during a disaster but who are not Members of the Professional Staff. In the absence of the COS and Vice-Chief and Department Chair(s), the Emergency Department Physician on duty, the Chief Executive Officer or the CEO’s designee, or the Chief Medical Executive of the Hospital may grant the Privileges of this subsection. The granting of Privileges under this subsection shall be on a case-by-case basis at the sole discretion of the individual authorized to grant such Privileges.

(b) As soon as practicable and the immediate situation is under control, unless the Practitioner’s disaster Privileges have already terminated, the Professional Staff shall seek to collect and verify information concerning the background, education and training of each Practitioner granted disaster Privileges. Primary Source verification of licensure should be completed within seventy-two (72) hours from the time the Practitioner presents to the organization. If this cannot be accomplished, due to extraordinary circumstances, and the Hospital wishes to continue to utilize the Practitioner’s services, the Hospital shall document all of the following:

37

(1) the reasons it could not be accomplished within that timeframe;

(2) evidence of the Practitioner’s demonstrated ability to continue to provide adequate care, treatment and services; and

(3) evidence of the Hospital’s attempt to perform the primary source verification as soon as possible.

(c) Each Practitioner who holds disaster Privileges for more than seventy-two (72) hours shall then be asked to complete a temporary Privileges application, which shall be processed as described in these Bylaws sections applicable to Temporary Privileges.

(1) The process shall meet the following requirements:

(i) The Professional Staff identifies in writing the individual(s) responsible for granting disaster Privileges.

(ii) The Professional Staff manages the activities of individuals who receive disaster Privileges as described in these provisions

(iii) The Professional Staff addresses the verification process as a high priority. The Professional Staff has a mechanism to ensure that the verification process of the credentials and Privileges of individuals who receive disaster Privileges begins as soon as the immediate situation is under control. This Privileges process follows the process established under the Professional Staff bylaws for granting temporary Privileges to fulfill an important patient care need.

(d) The Chief Executive Officer or COS or his or her designee(s) may grant disaster Privileges only after the Practitioner has presented a valid photo identification issued by a state or federal government agency (driver’s license, passport, etc.), and any of the following:

(1) A current picture identification card from a health care organization that clearly identifies professional designation

(2) A current license to practice

(3) Primary source verification of licensure

(4) Identification indicating that the individual is a member of a Disaster Medical Assistance Team (DMAT), the Medical Reserve Corps (MRC), the Emergency System for Advance Registration of Volunteer

38

Health Professionals (ESAR-VHP), or other recognized state or federal response organization or group

(5) Identification indicating that the individual has been granted authority by a government entity to provide patient care, treatment, or services in disaster circumstances

(6) Confirmation by a licensed independent practitioner currently privileged by the hospital or by a staff member with personal knowledge of the volunteer’s ability to act as a licensed independent practitioner during a disaster.

When feasible, the Practitioner shall be paired with a currently credentialed Professional Staff Member and will act only under the direct supervision of the Professional Staff Member. A name tag will identify the Practitioner as holding temporary disaster Privileges.

5.10 EMERGENCY PRIVILEGES

In the case of an emergency, any Member of the Professional Staff, to the degree permitted by the scope of the applicant’s license and regardless of Department, Staff status, or Clinical Privileges, shall be permitted to do everything reasonably possible to save the life of a patient or to save a patient from serious harm. The Member shall make every reasonable effort to communicate promptly with the appropriate Department Chair concerning the need for emergency care and assistance by Members of the Professional Staff with appropriate Clinical Privileges, and once the emergency has passed or assistance has been made available, shall defer to the Department Chair with respect to further care of the patient at the Hospital.

5.11 MODIFICATION OF CLINICAL PRIVILEGES

The PSEC may recommend a change in the Clinical Privileges of a Member. The PSEC may also recommend that the granting of additional Privileges to a current Member be made subject to monitoring in accordance with procedures similar to those outlined in Article 5, Section 5.7.1. All requests for expansion or addition of Clinical Privileges shall be processed in the same manner as requests for initial Clinical Privileges.

5.12 LAPSE OF APPLICATION

If a Member requesting a modification of Clinical Privileges fails to furnish in a timely fashion the information reasonably necessary to evaluate the request, the application shall automatically lapse, and the applicant shall not be entitled to a hearing as set forth in Article 4, Section 4.2.2(c).

39

5.13 ALLIED HEALTH PROFESSIONALS

Issues related to the privileging and credentialing of Allied Health Professionals eligible to practice at the Hospital are addressed in another instrument.

ARTICLE 6. CORRECTIVE ACTION

6.1 ROUTINE MONITORING AND CRITERIA FOR INITIATION OF AN INVESTIGATION

The Departments and other Professional Staff committees are responsible for carrying out delegated peer review and quality assessment functions. They may counsel, educate, issue letters of warning or censure, or initiate retrospective or concurrent monitoring (so long as the practitioner is only required to provide reasonable notice of admission and procedures) in the course of carrying out those delegated peer review functions without initiating an investigation or formal corrective action. Comments, suggestions, and warnings may be issued orally or in writing. Informal actions, monitoring or counseling shall be documented in Professional Staff minutes or Professional Staff reports. PSEC approval is not required for such actions. Such routine peer review and quality assessment functions shall not constitute an investigation and shall not constitute a restriction of Privileges or grounds for any formal hearing or appeal rights as described in Article 7 of these Bylaws.

Any person may provide information to the Professional Staff about the conduct, performance or competence of a Professional Staff Member. The COS, a Department Chair, the PSEC or the Hospital CEO may request an investigation of or action against a Member whenever reliable information indicates a Member may have exhibited acts, demeanor, or conduct reasonably likely to be 1) detrimental to patient safety or to the delivery of quality patient care within the hospital; 2) unethical, unprofessional or illegal; 3) contrary to the Professional Staff Bylaws, Rules and Regulations, or Professional Staff and Hospital administrative policy; 4) below applicable professional standards or the standards of the Professional Staff; or 5) disruptive of Professional Staff or hospital operations and the delivery of patient care.

6.2 INVESTIGATION

An investigation under these Bylaws (“Investigation”) means a process specifically initiated by the PSEC, or by the COS on its behalf, based upon information indicating that a Member has exhibited acts, demeanor or conduct as described above in Article 6, Section 6.1. An Investigation does not include the usual activities of Departments or other committees of the Professional Staff, including the usual quality assessment and improvement activities undertaken by the Professional Staff in compliance with the licensing and certification requirements for health facilities set forth in Title 22 of the California Code of Regulations, the activities of the Professional Staff Assistance Committee, or preliminary deliberations or inquiries of the PSEC or its representatives to determine whether to order an Investigation.

40

6.3 INITIATION

A request for action or for an Investigation under the auspices of the PSEC must be supported by reference to specific activities or conduct alleged. The PSEC shall determine how to proceed. The COS may act on behalf of the PSEC to initiate an Investigation, subject to subsequent review and approval by that Committee. In addition, the COS or any other Professional Staff official may, instead of initiating an Investigation, initiate or conduct such reviews as may be appropriate to his or her responsibilities under the Professional Staff’s Bylaws, Rules and Regulations, or Policies.

If the PSEC concludes an Investigation is warranted, it may conduct the investigation itself, or may assign the task to an appropriate Professional Staff official, Department, or standing or Ad Hoc Committee of the Professional Staff. The PSEC may in its discretion appoint members of Administration and practitioners who are not members of the Professional Staff for the purpose of assisting a standing or Ad Hoc Committee conducting an Investigation. The Member shall, at an appropriate time, be notified that an Investigation is being conducted and shall be given an opportunity to provide information in a manner deemed appropriate by the investigator or investigating body. The individual or body investigating the matter may, but is not obligated to, conduct interviews with persons involved; however, such Investigation shall not constitute a “hearing”, nor shall the procedural rules with respect to hearings or appeals apply. At the conclusion of the Investigation a written summary of the findings and recommendation(s) shall be forwarded to the PSEC. Despite the status of any Investigation, at all times the PSEC shall have the authority and discretion to take whatever action may be warranted by the circumstances, including summary suspension, termination of the Investigative process, or other action.

6.4 EXECUTIVE COMMITTEE ACTION

As soon as practicable after the conclusion of the Investigation, the PSEC shall take action which may include but is not limited to:

6.4.1 determining no corrective action be taken and, if the PSEC determines there was no credible evidence for the complaint in the first instance, removing any adverse information from the Member’s credentials file;

6.4.2 deferring action for a reasonable time where circumstances warrant;

6.4.3 issuing letters of admonition, censure, reprimand, or warning (“Letter of Reprimand”). In the event a Letter of Reprimand is issued, the affected Member may make a written response which shall be placed in the Member’s file. Nothing herein shall be deemed to preclude a Department Chair, committee chair, or the PSEC from issuing informal written or oral warnings outside of the mechanism for issuance of a Letter of Reprimand as described in these Bylaws;

6.4.4 recommending the imposition of terms of probation or special limitation upon continued Professional Staff membership or exercise of Clinical

41

Privileges, including requirements for co-admission, mandatory consultation or monitoring;

6.4.5 recommending reduction, modification, suspension or revocation of Clinical Privileges;

6.4.6 imposing a suspension or restriction of Clinical Privileges and/or Professional Staff membership for a duration of fourteen (14) days or less, after giving the Member an opportunity to be heard by the PSEC;

6.4.7 summarily suspending or restricting Professional Staff membership and/or Clinical Privileges; and

6.4.8 taking other actions deemed appropriate under the circumstances.

6.5 SUBSEQUENT ACTION

The PSEC’s action or recommendation following an investigation as described herein shall be presented to the Board of Directors at its next regularly scheduled meeting.

6.5.1 If the PSEC has imposed or recommended corrective action as to which the affected practitioner may request a hearing, the Board of Directors may be advised of the action and hearing request but shall take no action on the matter until the practitioner has either waived or exhausted his or her hearing rights.

6.5.2 If the practitioner invokes his or her hearing and appeal rights, the Board of Directors shall proceed as described in Article 7.

6.5.3 If the PSEC recommends that no corrective action be taken or has taken or recommended corrective action as to which the practitioner either has no rights of hearing or appeal, or has waived such rights, and the Board of Directors questions or disagrees with the action of the PSEC, the matter may be remanded back to the PSEC for further consideration. If the decision of the Board of Directors is to take corrective action more severe than the action of the PSEC, the practitioner shall be given an opportunity for a hearing before the Board of Directors or a committee thereof. The procedures governing the hearing shall be determined by the Board of Directors, in accordance with the Member’s rights under California law. The decision following the hearing shall be the final decision of the Hospital.

6.6 INITIATION BY BOARD OF DIRECTORS

If the PSEC decides not to conduct an Investigation or otherwise initiate corrective action proceedings as set forth above, the Board of Directors may concur with the PSEC’s decision, or, if the Board of Directors reasonably determines the PSEC’s decision to be contrary to the weight of the evidence presented, the Board of Directors may consult with the COS and

42

thereafter direct the PSEC to conduct an investigation or otherwise initiate corrective action proceedings. In the event the PSEC fails to take action in response to a directive from the Board of Directors, the Board of Directors may, after written notification to the PSEC, conduct an investigation or otherwise initiate corrective action proceedings on its own initiative. Any such proceedings shall afford the Member the rights to which he or she is entitled under California law. The decision following such proceedings shall be the final decision of the Hospital.

6.7 SUMMARY RESTRICTION OR SUSPENSION

6.7.1 CRITERIA FOR INITIATION

(a) A Member’s Clinical Privileges may be summarily suspended or restricted when it is believed that the failure to take such action may result in an imminent danger to the health or safety of any individual, including current or future hospital patients. Such suspensions may be imposed as an interim or precautionary measure for the protection of patients and in the absence of complete information so long as prompt steps are taken to gather information and to determine whether the suspension should be continued or discontinued, or if other less restrictive action is appropriate.

(b) The following persons are authorized to impose a summary suspension or restriction: The COS; the PSEC, or the Department Chair in which the Member holds Privileges. Unless otherwise stated, such summary restriction or suspension shall become effective immediately upon imposition, and the person or body responsible shall promptly give written confirmation to the member, the Board of Directors, the PSEC and the Hospital CEO.

(c) When none of the persons listed above is available to impose a summary suspension or restriction, the Board of Directors or its designee may take such action if the Board or its designee believes that a failure to do so would be likely to result in an imminent danger to the health or safety of any individual, including current or future hospital patients. Prior to exercising this authority, the Board of Directors must make a reasonable attempt to contact the COS. Summary action by the Board of Directors which has not been ratified by the COS within two (2) working days, excluding weekends and holidays, after the suspension shall terminate automatically without prejudice to further summary action as warranted by the circumstances.

(d) The summary restriction or suspension may be limited in duration and shall remain in effect for the period and/or subject to the terms stated, or, if none, until resolved as set forth herein. Unless otherwise

43

indicated by the terms of the summary restriction or suspension, the Member’s patients shall be promptly assigned to another member by the Department Chair or by the COS, considering, where feasible, the wishes of the patient in the choice of a substitute member.

(e) Unless an Investigation of the suspended practitioner is already underway at the time the summary suspension or restriction is imposed, that action shall automatically constitute a request for Investigation or action pursuant to this Article. If the PSEC imposed the summary suspension or restriction on its own initiative, it shall determine what, if any, Investigation and further actions are warranted.

6.7.2 WRITTEN NOTICE OF SUMMARY ACTION

As soon as possible after imposition of a summary suspension or restriction, the affected Professional Staff Member shall be provided with written notice of such action. This initial written notice shall include a statement of the reasons why summary action was deemed necessary.

6.7.3 PSEC ACTION

Within twelve (12) days after such summary restriction or suspension has been imposed, a meeting of the PSEC shall be convened to review and consider the action. The Member shall attend and make a statement concerning the issues under the Investigation, on such terms and conditions as the PSEC may impose, although in no event shall any meeting of the PSEC, with or without the Member, constitute a “hearing” within the meaning of Article 7, nor shall any procedural rules apply. The PSEC shall determine whether the summary restriction or suspension should be continued and may modify, continue or terminate the summary restriction or suspension, but in any event it shall furnish the Member with notice of its decision within two working days of the meeting.

6.7.4 PROCEDURAL RIGHTS

If the summary restriction or suspension is not lifted, the Member shall be entitled to hearing rights to the extent provided under Article 7.

6.8 AUTOMATIC SUSPENSION OR LIMITATION

In the following instances, the Member’s Privileges or membership may be suspended or limited as described below. A practitioner whose membership and/or Privileges have been suspended or limited pursuant to the provisions of this Section shall not be entitled to procedural rights afforded under Article 7. However, the Member may be given an opportunity to be heard by the PSEC related solely to the question whether grounds exist for the special action as described above; the PSEC shall reverse any action that was based on a material mistake of fact as to the existence of the grounds for such special action and the

44

record of the action shall be expunged. Additional actions taken by the PSEC on a discretionary basis shall be subject to hearing rights to the extent provided by Article 7.

6.8.1 LICENSURE

Whenever a Member’s license or other legal credential authorizing practice in this state:

(a) is revoked or suspended, Professional Staff membership and Clinical Privileges shall be automatically revoked or suspended, as applicable, as of the date such action becomes effective and throughout its term.

(b) is limited or restricted by the applicable licensing or certifying authority, any Clinical Privileges which the Member has been granted at the hospital which are within the scope of said limitation or restriction shall be automatically limited or restricted in a similar manner, as of the date such action becomes effective and throughout its term.

(c) is placed on probation or made subject to restrictions by the applicable licensing or certifying authority, his or her membership status and Clinical Privileges shall automatically become subject to the same terms and conditions of the probation or restrictions as of the date such action becomes effective and throughout its term.

(d) lapses, expires or is not renewed by the applicable licensing or certifying authority, any Clinical Privileges which the Member has been granted at the hospital shall be automatically suspended as of the date such expiration of licensure becomes effective. Failure to reinstate such license or other legal credential within thirty (30) days of such lapse or expiration shall result in automatic termination of Professional Staff membership and Clinical Privileges.

6.8.2 CONTROLLED SUBSTANCES

Whenever a Member’s DEA certificate:

(a) expires, is revoked, limited, or suspended, the Member shall automatically and correspondingly be divested of the right to prescribe medications covered by the certificate, as of the date such action becomes effective and throughout its term.

(b) is subject to probation or conditions, the Member’s right to prescribe such medications shall automatically become subject to the same terms of probation or conditions, as of the date such action becomes effective and throughout its term.

45

6.8.3 MEDICAL RECORDS

(a) Members of the Professional Staff are required to complete medical records in a timely manner and in accordance with standards established by the Professional Staff in the Rules and Regulations. Failure to comply shall result in an automatic suspension of all admitting and related Privileges. “Related Privileges” includes scheduling surgery, assisting in surgery, consulting on hospital cases, and providing professional services within the hospital for future patients. The suspension shall be imposed by the COS, or his or her designee, subject to the following: 1) the Member may continue to care for patients who are already in the hospital at the time the suspension is imposed, and 2) the Member shall remain responsible for his or her emergency on-call coverage obligations as scheduled and may admit patients in emergency situations, but in order to admit patients, treat newly admitted patients or do procedures the Member must obtain a 4-day grace period as outlined in the Rules and Regulations (Article 3, Section 3.4). The suspension shall continue until lifted by the individual or designee who imposed it.

(b) A failure to complete medical records within three (3) months after the date of suspension pursuant to this Section shall be grounds for termination of the Member’s Professional Staff membership. This provision is not exclusive and shall not foreclose other action to address these matters.

6.8.4 FAILURE TO PAY DUES/ASSESSMENTS

Failure without good cause, as determined by the PSEC, to pay dues or assessments shall be grounds for automatic suspension of a Member’s Clinical Privileges. Such suspension shall take effect automatically if the dues and assessments remain unpaid ten (10) calendar days after the Member is given notice of delinquency and warned of the automatic suspension. If the Member still has not paid the required dues or assessments within thirty (30) days after such notice of delinquency, the Member’s membership shall be automatically terminated.

6.8.5 PROFESSIONAL LIABILITY INSURANCE

If at any time a Member fails to maintain continuous professional liability insurance coverage (i.e., such coverage lapses, falls below the required minimum, is terminated or otherwise ceases to be in effect, in whole or in part) for all of the Member’s Clinical Privileges, the Member’s affected Clinical Privileges shall be suspended automatically as of that date until the COS determines there is acceptable documentation of adequate professional liability insurance coverage, which shall include, unless excused by the PSEC for good cause, “prior acts” coverage for the period of time during which the Member had allowed his or her coverage to lapse or become

46

noncompliant with Professional Staff requirements. If acceptable proof of such coverage is not provided to the COS within ninety (90) days of such lapse, then the Member’s Clinical Privileges and membership shall automatically terminate.

6.8.6 FAILURE TO PROVIDE INFORMATION OR SATISFY SPECIAL ATTENDANCE REQUIREMENTS

Members are expected to cooperate with Professional Staff committees and representatives in the discharge of their official functions. This includes responding promptly and appropriately to correspondence, providing requested information, and appearing at appropriately announced meetings regarding quality of care issues, utilization management issues, Professional Staff administrative issues, and other issues that may arise in the conduct of Professional Staff affairs. It also includes submitting to mental or physical examinations, as requested by the COS or the PSEC, for the purpose of resolving issues of fitness to perform mental or physical functions associated with the practitioner’s Privileges or related issues of reasonable accommodation. Failure to comply shall constitute grounds for the COS or a Department Chair to suspend the Member’s Clinical Privileges or to take other appropriate action until a response is provided which is satisfactory to the requesting party. Any such suspension or action shall remain in effect until the Member is expressly notified that it is rescinded. For purposes of this Section, the information a Member can be expected to provide includes but is not limited to the following:

(a) physical or mental examinations and reports;

(b) information related to an investigation or other peer review action by another entity, including information concerning action taken by licensing or accreditation bodies and other healthcare entities;

(c) information from a Member’s private office that is necessary to resolve questions that have arisen through the peer review process; and

(d) information related to professional liability coverage and/or actions.

6.8.7 EXCLUSION FROM FEDERAL HEALTH CARE PROGRAM

Whenever a practitioner is excluded from any Federal Health Care Program, the practitioner’s Clinical Privileges shall be automatically suspended as of the effective date of such exclusion. Unless the Board of Directors determines, upon recommendation of the PSEC, that the practitioner may still effectively practice at the hospital under such exclusion without creating unacceptable risk of penalty to the hospital or other Professional Staff members, unacceptable risk of disruption to hospital operations, or unacceptable publicity, the practitioner’s Clinical Privileges and staff membership shall be terminated.

47

6.9 PSEC DELIBERATION FOLLOWING AUTOMATIC SUSPENSION OR LIMITATION

As soon as practicable after action is taken or warranted as described in Article 6, Section 6.8, above, with the exception of routine suspensions for failure to complete medical records, the PSEC shall review and consider the facts related to the automatic suspension and may recommend further corrective action as it may deem appropriate.

6.10 PRACTITIONER OBLIGATIONS

Practitioners are responsible for complying with the limitations imposed by the provisions of Article 6, Section 6.8 and shall provide written notice to the Professional Staff office as soon as practicable of any of the actions or events described therein; i.e. action taken by a state licensing agency, failure to maintain adequate insurance, action by the DEA, or action by a government funded health program. Whenever this occurs, the practitioner shall also promptly provide the Professional Staff Office with a written explanation of the basis for such actions, including copies of relevant documents. The limitations described above shall take effect automatically as of the date of the underlying action or event, regardless of whether the practitioner provides notice thereof to the Professional Staff Office. The PSEC may request the practitioner to provide additional information concerning the above described actions or events, and a failure of the practitioner to provide such information may extend the special actions listed above, even though the underlying limitation may have been removed. A practitioner’s failure to observe the limitations of Article 6, Section 6.8 shall be grounds for corrective action.

ARTICLE 7. HEARINGS AND APPELLATE REVIEWS

7.1 GENERAL PROVISIONS

7.1.1 INTENT

The intent of these hearing and appellate review procedures is to provide for a fair review of decisions that adversely affect practitioners (as described below) and at the same time to protect the peer review participants from liability. It is further the intent to establish flexible procedures which do not create burdens that will discourage the Professional Staff and Board of Directors from carrying out peer review. Accordingly, discretion is granted to the Professional Staff and Board of Directors to create a hearing process which provides for the least burdensome level of formality in the process while still providing a fair review and to interpret these Bylaws in that light. The Professional Staff, Board of Directors, and their officers, committees and agents hereby constitute themselves as peer review bodies under the Federal Health Care Quality Improvement Act of 1986 and the California peer review hearing laws and claim all privileges and immunities afforded by the federal and state laws.

7.1.2 EXHAUSTION OF REMEDIES

48

If adverse action as described in these provisions is taken or recommended, the practitioner must exhaust the remedies afforded by these Bylaws before resorting to legal action.

7.1.3 INTRAORGANIZATIONAL REMEDIES

The hearing and appeal rights established in these Bylaws are strictly “judicial” rather than “legislative” in structure and function. The Hearing Committees have no authority to adopt new rules and standards, to modify existing rules and standards, or to resolve questions regarding the merits or substantive validity of Bylaws, Rules, Regulations or policies. Challenges to the substantive validity of any Bylaw, Rule, Regulation or policy shall be handled according to Article 7, Section 7.9.2(b) below.

7.1.4 DEFINITIONS

Except as otherwise provided in these Bylaws, the following definitions shall apply under this Article:

(a) “Body whose decision prompted the hearing” refers to the PSEC in all cases where the PSEC or authorized Professional Staff officers, members or committees took the action or rendered the decision which resulted in a hearing being requested. It refers to the Board of Directors in all cases where the Board of Directors or its authorized officers, directors or committees took the action or rendered the decision which resulted in a hearing being requested.

(b) “Practitioner” as used in this Article refers to the practitioner who may request or has requested a hearing pursuant to this Article.

(c) “Day” means calendar day.

7.1.5 SUBSTANTIAL COMPLIANCE

Technical, insignificant, or non-prejudicial deviations from the procedures set forth in these Bylaws shall not be grounds for invalidating the action taken or recommended by the bodies whose decisions prompted the hearing.

7.1.6 HEARINGS PROMPTED BY BOARD OF DIRECTORS ACTION

If the hearing is based upon an adverse action by the Board of Directors, the Chair of the Board of Directors shall fulfill the functions assigned in this Article to the COS. The procedure may be modified as warranted under the circumstances, but the practitioner shall have all of the same rights to a fair hearing.

49

7.2 GROUNDS FOR HEARING

Except as otherwise specified in applicable Bylaws, Rules, Regulations or policies, any one of the following adverse actions or recommended actions shall be deemed grounds for a hearing:

(a) denial of Professional Staff membership, reappointment and/or Clinical Privileges, based on professional competence or conduct which adversely affects or could adversely affect the health or welfare of a patient or patients;

(b) revocation of Professional Staff membership, based on professional competence or conduct which adversely affects or could adversely affect the health or welfare of a patient or patients;

(c) revocation or reduction of Clinical Privileges, based on professional competence or conduct which adversely affects or could adversely affect the health or welfare of a patient or patients;

(d) significant restriction of Clinical Privileges (except for proctoring incidental to Provisional status, new privileges, insufficient activity, or return from leave of absence) for more than fourteen (14) days based on professional competence or conduct which affects or could affect adversely the health or welfare of a patient or patients;

(e) suspension of Professional Staff membership and/or Clinical Privileges for more than fourteen (14) days based on professional competence or conduct which affects or could affect adversely the health or welfare of a patient or patients; and,

(f) any other disciplinary action or recommendation that must be reported, by law, to the Medical Board of California or the California Board of Osteopathic Examiners.

No actions or recommendations except those described above shall entitle the practitioner to request a hearing as described in this Article.

7.3 REQUESTS FOR HEARING

7.3.1 NOTICE OF ACTION OR RECOMMENDATION

In all cases in which action has been taken or recommended as set forth in Article 7, Section 7.2, the practitioner shall be given prompt written notice of the action or recommendation including the following information:

(a) a description of the action or recommendation;

50

(b) a concise statement of the reasons for the action or recommendation;

(c) a statement that the practitioner may request a hearing;

(d) a statement of the time limit within which a hearing may be requested;

(e) a summary of the practitioner’s rights at a hearing; and

(f) a statement as to whether the action or recommendation must be reported to the Medical Board of California, California Board of Osteopathic Examiners and/or the National Practitioner Data Bank.

7.3.2 REQUEST FOR HEARING

(a) The practitioner shall have thirty (30) days following receipt of the notice of the action or recommendation within which to request a hearing. The request shall be in writing addressed to the COS and received by the Professional Staff Office within the deadline. A copy shall then be forwarded to the Hospital CEO.

(b) If the practitioner does not request a hearing within the time and in the manner described, the practitioner shall be deemed to have waived any right to a hearing and to have accepted the recommendation or action involved. Said action shall thereupon become the final action of the Professional Staff. The action or recommendation shall be presented for consideration by the Board of Directors, which shall not be bound by it. If the Board of Directors ratifies the action or recommendation, it shall thereupon become the final action of the hospital. However, if the Board of Directors, after consulting with the PSEC, is inclined to take action against the practitioner that is more adverse than the action recommended by the PSEC, the practitioner shall be so notified and given an opportunity for a hearing based on “an adverse action by the Board of Directors” as provided herein.

7.4 HEARING PROCEDURE

7.4.1 TIME AND PLACE FOR A HEARING

Upon receipt of a request for hearing, the COS shall schedule a hearing and, within thirty (30) days from the date the request was received, give written notice to the practitioner of the time, place and date of the hearing. The date of commencement of the hearing shall be not less than thirty (30) days nor more than sixty (60) days from the date the COS received the request for hearing.

7.4.2 NOTICE OF REASONS OR CHARGES

51

Together with the notice stating the place, time and date of the hearing, the COS shall state clearly and concisely in writing the reasons for the adverse action taken or recommended (if not already provided), including a description of the acts or omissions with which the practitioner is charged and a list of the cases in question, where applicable. The Notice of Reasons or Charges may be supplemented or amended at any time prior to the issuance of the Hearing Committee’s decision, provided the practitioner is afforded a fair and reasonable opportunity to respond.

7.4.3 HEARING COMMITTEE

(a) When a hearing is requested, the COS shall appoint a Hearing Committee which shall be composed of not less than three (3) members of the Active Professional Staff who shall gain no direct financial benefit from the outcome and who have not acted as accusers, investigators, fact- finders, or initial decision makers, and otherwise have not actively participated in the consideration of the matter leading up to the recommendation or action. Knowledge of the matter involved shall not preclude a Member of the Professional Staff from serving as a member of the Hearing Committee. In the event that it is not feasible to appoint a Hearing Committee from the Active Professional Staff, the COS may appoint members from other Professional Staff categories. Such appointment shall include, where feasible, at least one member who has the same healing arts licensure and practices in the same specialty as the Practitioner involved.

(b) Alternatively, the COS shall have the discretion to enter into an agreement with the practitioner involved to hold the hearing before a mutually acceptable arbitrator or arbitrators. Failure or refusal to exercise this discretion shall not constitute a breach of the Professional Staff’s responsibility to provide a fair hearing.

(c) A majority of the Hearing Committee must be present throughout the hearing. In unusual circumstances when a Hearing Committee member must be absent from any part of the proceedings, he or she shall not be permitted to participate in the deliberations or the decision unless and until he or she has read the entire transcript of the portion of the hearing from which he or she was absent.

(d) The Hearing Committee or the arbitrator (if one is used) shall have such powers as are necessary to discharge its or his or her responsibilities.

7.4.4 THE HEARING OFFICER

The Hospital CEO shall appoint a Hearing Officer to preside at the hearing. The Hearing Officer shall be an attorney-at-law who is qualified to preside over a quasi-judicial hearing. An attorney or law firm regularly utilized by the hospital or

52

Professional Staff for legal advice regarding its affairs and activities shall not be eligible to serve as Hearing Officer. The Hearing Officer shall not be biased for or against any party, shall gain no direct financial benefit from the outcome and must not act as a prosecuting officer or as an advocate. The Hearing Officer shall endeavor to assure that all participants in the hearing have a reasonable opportunity to be heard and to present relevant oral and documentary evidence in an efficient and expeditious manner, and that proper decorum is maintained. The Hearing Officer shall be entitled to determine the order of or the procedure for presenting evidence and argument during the hearing and shall have the authority and discretion to make all rulings on questions which pertain to matters of law, procedure or the admissibility of evidence that are raised prior to, during, or after the hearing. If the Hearing Officer determines that either party in a hearing is not proceeding in an efficient and expeditious manner, the Hearing Officer may take such action as he or she deems warranted by the circumstances. The Hearing Officer should participate in the deliberations of the Hearing Committee and be a legal advisor to it, but the Hearing Officer shall not be entitled to vote.

7.4.5 EXAMINATION (VOIR DIRE)

The practitioner shall have the right to a reasonable opportunity to examine (voir dire) the Hearing Committee members and the Hearing Officer, and the right to challenge the appointment of any member or the Hearing Officer. The Hearing Officer shall establish the procedure by which this right may be exercised, which may include reasonable requirements that voir dire questions be proposed in writing in advance of the hearing and that the questions be presented by the Hearing Officer. The Hearing Officer shall rule on any challenges in accordance with applicable legal principles defining standards of impartiality for hearing panels and Hearing Officers in proceedings of this type.

7.4.6 REPRESENTATION

(a) The hearings provided for in these Bylaws are for the purpose of intraprofessional resolution of matters bearing on professional conduct, professional competency, or character. The parties may be represented by legal counsel. However, the body whose decision prompted the hearing shall not be represented by an attorney at law during the hearing if the practitioner is not so represented. The foregoing shall not be deemed to deprive any party of its right to be represented by legal counsel for the purpose of preparing for the hearing or addressing pre-hearing issues. When attorneys are not allowed, the practitioner and the body whose decision prompted the hearing may be represented at the hearing only by a practitioner licensed in the State of California who is not also an attorney at law. If the practitioner who requested the hearing is also a licensed attorney, his or her self-representation shall constitute representation by an

53

attorney and allow the body whose decision prompted the hearing to be represented by an attorney.

(b) In all instances, whether or not attorneys are allowed to represent the parties during the hearing, the PSEC shall be represented by a Member of the Professional Staff who shall be responsible for representing the PSEC’s interests in connection with the peer review matter and proceeding. This responsibility shall include the authority to make decisions regarding the detailed contents of the Notice of Reasons or Charges; to make decisions regarding the presentation of testimony and exhibits; to direct the activities of the PSEC’s attorney, if any; to consult with specialists; and to amend the Notice of Reasons or Charges as he or she deems warranted during the course of the proceedings, subject to the practitioner’s procedural rights. However, the PSEC’s representative shall not have the authority to modify the nature of the PSEC’s action or recommendation without the PSEC’s approval.

7.4.7 FAILURE TO APPEAR OR PROCEED; NON-COOPERATION OR DISRUPTION

Failure without good cause of the practitioner to personally attend and proceed at a hearing in an efficient and orderly manner, serious or persistent misconduct, or failure to cooperate in the hearing process by either party shall be grounds for termination of the hearing as determined by the Hearing Committee in consultation with the Hearing Officer. Such conduct by the practitioner shall be deemed to constitute a waiver of any hearing rights and voluntary acceptance of the recommendation(s) or action(s) involved. Such conduct by the PSEC shall be deemed a failure to show that its action(s) or recommendation(s) are reasonable and warranted or, in the case of an initial application, a failure to present evidence in opposition to the application. The Hearing Committee’s determination pursuant to this provision shall be presented for consideration by the Board of Directors, which shall exercise its independent judgment as to the appropriateness of the Hearing Committee’s action in terminating the hearing.

7.4.8 POSTPONEMENTS AND EXTENSIONS

Once a timely request for a hearing has been made, postponements and extensions of the time beyond those referenced in this Article may be permitted by the Hearing Officer.

7.5 DISCOVERY

7.5.1 RIGHTS OF INSPECTION AND COPYING

The practitioner may inspect and copy, at his or her expense, any documentary information relevant to the charges that the PSEC has in its possession or under its control. The PSEC may inspect and copy, at its expense, any documentary information

54

relevant to the charges that the practitioner has in his or her possession or under his or her control. Requests for discovery shall be met as soon as practicable. Failure to comply with reasonable discovery requests at least thirty (30) days prior to the hearing shall be good cause for a continuance of the hearing.

7.5.2 LIMITS ON DISCOVERY

The Hearing Officer shall rule on discovery disputes that the parties cannot resolve. Discovery may be denied or safeguards may be imposed when justified to protect peer review or in the interest of fairness or equality. Further, the right to inspect and copy by either party does not extend to confidential information referring to individually identifiable practitioners other than the practitioner under review, nor does it create or imply any obligation to modify or create documents in order to satisfy a request for information.

7.5.3 RULING ON DISCOVERY DISPUTES

In ruling on discovery disputes, the factors that may be considered include:

(a) whether the information sought may be introduced to support or to defend against the charges;

(b) whether the information is “exculpatory” in that it would dispute or cast doubt upon the charges or “inculpatory” in that it would prove or help support the charges and/or recommendation;

(c) the burden imposed on the party in possession of the information sought, if access is granted, and

(d) any previous requests for access to information submitted or resisted by the parties to the same proceeding.

7.5.4 PREHEARING DOCUMENT EXCHANGE

The parties must exchange all documents that will be introduced at the hearing. The documents must be exchanged at least ten (10) days prior to the hearing. Failure to comply with this rule is a good cause for the hearing officer to grant a continuance, or to limit the introduction of any documents not provided to the other party in a timely manner.

7.5.5 WITNESS LISTS

Not less than fifteen (15) days prior to the hearing, each party shall furnish to the other a written list of the names and business addresses of the individuals, so far as is then reasonably known or anticipated, who are expected to give testimony or evidence in support of that party at the hearing. Nothing in the foregoing shall preclude the testimony of additional witnesses whose possible participation was not

55

reasonably anticipated. The parties shall notify each other as soon as they become aware of the possible participation of such additional witnesses. Failure to provide the name of any witness at least ten (10) days prior to the hearing date at which the witness is to appear shall constitute good cause for a continuance.

7.5.6 OBJECTIONS TO INTRODUCTION OF EVIDENCE PREVIOUSLY NOT PRODUCED FOR THE PROFESSIONAL STAFF

The PSEC may object to the introduction of evidence that was not provided during an appointment, reappointment or privilege application review or during corrective action despite the requests of the peer review body for such information. The information will be barred from the hearing by the Hearing Officer unless the practitioner can prove he or she previously acted diligently and could not have submitted the information prior to the hearing.

7.6 MISCELLANEOUS PROCEDURAL MATTERS

7.6.1 PROCEDURAL DISPUTES

(a) It shall be the duty of the parties to exercise reasonable diligence in notifying the Hearing Officer of any pending or anticipated procedural disputes as soon as possible in advance of the scheduled hearing, in order that decisions concerning such matters may be made in advance of the hearing. Objections to any prehearing decisions may be succinctly made at the hearing.

(b) The parties shall be entitled to file motions or otherwise request rulings as deemed necessary to give full effect to the rights established by the Bylaws and to resolve such procedural matters as the Hearing Officer determines may properly be resolved outside the presence of the full Hearing Committee. All such motions or requests, the arguments presented by both parties, and rulings thereon shall be reflected in the hearing record in a manner deemed appropriate by the Hearing Officer.

7.6.2 RECORD OF HEARING

A shorthand reporter shall be present to make a record of the hearing proceedings, and the prehearing proceedings if deemed appropriate by the Hearing Officer. The cost of attendance of the shorthand reporter shall be borne by the hospital, but the cost of preparing a transcript, if any, or a copy of the transcript that has already been prepared, shall be borne by the party requesting it. The Hearing Officer may, but shall not be required to, order that oral evidence shall be taken only under oath administered by a person lawfully authorized to administer such oath.

7.6.3 ATTENDANCE

56

Except as otherwise provided in these Bylaws and subject to reasonable restriction by the Hearing Officer, the following shall be permitted to attend the entire hearing in addition to the Hearing Officer, the court reporter, and the parties (with attorneys, if allowed), the Professional Staff support personnel, one or more key consultants for each party, and/or one or more key witnesses for each party. An individual shall not be excluded from attending any portion of the hearing solely by reason of the possibility or expectation that he or she will be a witness for one of the parties.

7.6.4 RIGHTS OF THE PARTICIPANTS

Within reasonable limitations, both parties may call and examine witnesses for relevant testimony; introduce relevant exhibits or other documents; cross- examine or impeach witnesses who have testified orally on any matter relevant to the issues, and otherwise rebut evidence; receive all information made available by the other party to the Hearing Committee; and submit a written statement, as long as these rights are exercised in an efficient and expeditious manner. The practitioner may be called by the body whose decision prompted the hearing or the Hearing Committee and examined as if under cross-examination. The Hearing Committee may question witnesses or call additional witnesses if it deems such action appropriate. The Hearing Officer shall also have the discretion to ask questions of witnesses if he or she deems it appropriate for purposes of clarification or efficiency.

7.6.5 RULES OF EVIDENCE

Judicial rules of evidence and procedure relating to the conduct of a trial regarding the examination of witnesses, and presentation of evidence shall not apply to a hearing conducted under these provisions. Any relevant evidence, including hearsay, may be admitted if it is the sort of evidence on which responsible persons are accustomed to rely in the conduct of serious affairs, regardless of the admissibility of such evidence in a court of law. Notwithstanding the foregoing, the content of any settlement discussions between the parties regarding the resolution(s) at issue in the hearing shall not be admissible.

7.6.6 BURDENS OF PRESENTING EVIDENCE AND PROOF

(a) The body whose decision prompted the hearing shall have the initial duty to present evidence which supports the recommendation or action. The practitioner shall be obligated to present evidence in response.

(b) An applicant for Membership and/or Privileges shall bear the burden of persuading the Hearing Committee, by a preponderance of the evidence, that he or she is sufficiently qualified to be awarded such Membership and/or Privileges at this hospital. This burden requires the production of information which allows for adequate evaluation and resolution of reasonable doubts concerning the practitioner’s current qualifications. The applicant shall not be permitted to

57

introduce information that was not produced upon the request of any committee or person on behalf of the Professional Staff during the application process, unless the Member establishes that the information could not have been produced in the exercise of reasonable diligence. This provision shall not be construed to compel the Professional Staff to act on, or to afford a practitioner a hearing regarding, an incomplete application.

(c) Except as provided above, the body whose decision prompted the hearing shall bear the burden of persuading the Hearing Committee, by a preponderance of the evidence, that its action or recommendation is reasonable and warranted. The term “reasonable and warranted” means within the range of reasonable and warranted alternatives open to the body whose decision prompted the hearing, as a matter of discretion, and not necessarily the only or best action or recommendation that could be formulated in the opinion of the Hearing Committee. If the Hearing Committee finds, based on the evidence presented at the hearing, that the action being challenged is not within the range of reasonable and warranted alternatives open to the body whose decision prompted the hearing, the Hearing Committee may recommend a different result, which may be either more adverse or less adverse to the practitioner than the action that prompted the hearing.

7.6.7 ADJOURNMENT AND CONCLUSION

The Hearing Officer may adjourn and reconvene the hearing at such times and intervals as may be reasonable and warranted, with due regard for the objection of reaching an expeditious conclusion to the hearing.

7.6.8 BASIS FOR DECISION

The decision of the Hearing Committee shall be based on the evidence and written statements introduced at the hearing, including all logical and reasonable inferences from the evidence.

7.6.9 DECISION OF THE HEARING COMMITTEE

Within thirty (30) days after the final adjournment of the hearing, the Hearing Committee shall render a written decision. Final adjournment shall be when the Hearing Committee has concluded its deliberations. A copy of the decision shall be forwarded to the Hospital CEO, the COS, the Board of Directors and the practitioner. The report shall contain the Hearing Committee’s findings of fact and a conclusion articulating the connection between the evidence produced at the hearing and the decision reached. Both the practitioner and the body whose decision prompted the hearing shall be provided a written explanation of the procedure for appealing the

58

decision. The decision of the Hearing Committee shall be considered final, subject only to such rights of appeal or review as described in these Bylaws.

7.7 APPEAL

7.7.1 TIME FOR APPEAL

(a) Within ten (10) days after receipt of the decision of the Hearing Committee, either the practitioner or the PSEC may request an appellate review. A written request for such review shall be delivered to the Hospital CEO and the other party in the hearing. If a request for appellate review is not received by the Hospital CEO within such period, the decision of the Hearing Committee shall thereupon become final, except if modified or reversed by the Board of Directors.

(b) It shall be the obligation of the party requesting appellate review to produce the record of the Hearing Committee’s proceedings. If the record is not produced within a reasonable period, as determined by the Board of Directors or its authorized representative, appellate rights shall be deemed waived.

(c) In the event of a waiver of appellate rights by a practitioner, if the Board of Directors is inclined to take action which is more adverse than that taken or recommended by the PSEC, the Board of Directors must consult with the PSEC before taking such action. If after such consultation the Board of Directors is still inclined to take such action, then the practitioner shall be so notified. The notice shall include a brief summary of the reasons for the Board’s contemplated action, including a reference to any factual findings in the Hearing Committee’s decision that support the action. The practitioner shall be given ten (10) days from receipt of that notice within which to request appellate review, notwithstanding his or her earlier waiver of appellate rights. The grounds for appeal and the appellate procedure shall be as described below. However, even If the practitioner declines to appeal any of the Hearing Committee’s factual findings, he or she shall still be given an opportunity to argue, in person and in writing, that the contemplated action which is more adverse than that taken or recommended by the PSEC is not reasonable and warranted. The action taken by the Board after following this procedure shall be the final action of the Hospital.

7.7.2 GROUNDS FOR APPEAL

A written request for an appeal shall include an identification of the grounds of appeal, and a clear and concise statement of the facts in support of the appeal. The recognized grounds for appeal from a Hearing Committee decision are:

59

(a) substantial noncompliance with the standards or procedures required by these Bylaws, or applicable law, which has created demonstrable prejudice; or

(b) the factual findings of the Hearing Committee are not supported by substantial evidence based upon the hearing record or such additional information as may be permitted pursuant to this section; or

(c) the Hearing Committee’s failure to sustain an action or recommendation of the PSEC that, based on the evidence, was reasonable and warranted.

7.7.3 TIME, PLACE AND NOTICE

The appeal board shall, within thirty (30) days after receipt of a request for appellate review, schedule a review date and cause each side to be given notice of time, place and date of the appellate review. The appellate review shall not commence less than thirty (30) or more than sixty (60) days from the date of notice; provided, however, that when a request for appellate review concerns a practitioner who is under suspension which is then in effect, the appellate review may commence as soon as the arrangements may reasonably be made. The time for appellate review may be extended by the appeal board for good cause.

7.7.4 APPEAL BOARD

The Board of Directors may sit as the appeal board, or it may delegate that function to a subcommittee of the Board of Directors. Knowledge of the matter involved shall not preclude any person from serving as a member of the appeal board so long as that person did not take part in a prior hearing on the action or recommendation being challenged. The appeal board may select an attorney to assist it in the proceeding, but that attorney shall not be entitled to vote with respect to the appeal.

7.7.5 APPEAL PROCEDURE

The proceedings by the appeal board shall be in the nature of an appellate review based upon the record of the proceedings before the Hearing Committee. However, the appeal board may accept additional oral or written evidence, subject to a foundational showing that such evidence could not have been made available to the Hearing Committee in the exercise of reasonable diligence, and subject to the same rights of cross-examination or confrontation that are provided at a hearing. The appeal board shall also have the discretion to remand the matter to the Hearing Committee for the taking of further evidence or for clarification or reconsideration of the Hearing Committee’s decision. In such instances, the Hearing Committee shall report back to the appeal board, within thirty (30) days or such other reasonable time limit as the board may impose for good cause. After the arguments have been submitted, the appeal board shall conduct its deliberations outside the presence of the parties and their representatives.

60

7.7.6 DECISION

Within thirty (30) days after the submission of arguments as provided above, the appeal board shall send a written recommendation to the Board of Directors. The appeal board may recommend, and the Board of Directors may decide, to affirm, reverse or modify the decision of the Hearing Committee. The decision of the Board of Directors shall constitute the final decision of the hospital, and shall become effective immediately upon notice to the parties. The parties shall be provided a copy of the appeal board’s recommendation along with a copy of the Board of Directors’ final decision.

7.8 RIGHT TO ONE HEARING

No practitioner shall be entitled to more than one (1) evidentiary hearing and one (1) appellate review on any adverse action or recommendation.

7.9 EXCEPTION TO HEARING RIGHTS

7.9.1 EXCLUSIVE CONTRACTS

The hearing rights described in this Article shall not apply as a result of a decision to close or continue closure of the service pursuant to an exclusive contract or to transfer an exclusive contract, or as a result of action by the holder of such an exclusive contract.

7.9.2 VALIDITY OF BYLAW, RULE, REGULATION OR POLICY

No hearing provided for in this Article shall be utilized to make determinations as to the merits or substantive validity of any Professional Staff bylaw, rule, regulation or policy. Where a practitioner is adversely affected by the application of a Professional Staff bylaw, rule, regulation or policy, the practitioner’s sole remedy is to seek review of such bylaw, rule, regulation or policy initially by the PSEC. The PSEC may in its discretion consider the request according to such procedures as it deems appropriate. If the practitioner is dissatisfied with the action of the PSEC, the practitioner may request review by the Board of Directors, which shall have discretion whether to conduct a review according to such procedures as it deems appropriate. The Board of Directors shall consult with the PSEC before taking such action regarding the bylaw, rule, regulation or policy involved. This procedure must be utilized prior to any legal action.

7.9.3 DEPARTMENT FORMATION OR ELIMINATION

A Professional Staff Department can be formed or eliminated only following a review and recommendation by the PSEC regarding the appropriateness of the Department elimination or formation. The Board of Directors shall consider the recommendations of the PSEC prior to making a final determination regarding formation or elimination.

61

The Professional Staff Member(s) whose Privileges may be adversely affected by Department formation or elimination are not afforded hearing rights pursuant to Article 7.

ARTICLE 8. OFFICERS

8.1 OFFICERS OF THE PROFESSIONAL STAFF

The Officers of the Professional Staff shall be the: 1) Chief of Staff; 2) Vice Chief of Staff, and 3) Secretary-Treasurer.

8.2 QUALIFICATIONS OF OFFICERS

Officers must be physician members of the Active Professional Staff at the time of nomination and election and must remain members in good standing during their term of office. Failure to maintain such status shall immediately create a vacancy in the office involved. Nominees for the office of COS and Vice COS must be physicians who have previously served on the PSEC. If the Chair of a Department is elected as Chief of the Professional Staff, the Department Chair position shall be automatically relinquished and treated as if vacant.

8.3 ELECTION OF OFFICERS

Officers shall be elected at the May Semi-Annual Meeting of the Professional Staff. Only members of the Active Professional Staff shall be eligible to vote and a majority vote of a quorum attending the meeting or voting by mail shall elect. Where there are three or more candidates and no candidate receives a majority, successive balloting shall occur whereby the name of the candidate receiving the fewest votes is omitted from each successive slate until a majority vote is obtained by one candidate. Where there is only one candidate for any of the officer positions, voting may be by a show of hands rather than by ballot.

8.4 NOMINATIONS

8.4.1 The Nominating Committee, identified in Article 10, Section 10.2, shall offer one or more nominees for each Professional Staff officer.

8.4.2 Nominations may also be made from the floor at the May Semi-annual Meeting if they obtain at least twenty-five votes in support from members of the Active Professional Staff, or by petition signed by at least twenty-five (25) members of the Active Professional Staff which must be filed with the Secretary- Treasurer at least 15 days prior to the May Semi-annual Meeting.

8.5 TERM OF OFFICE

All Officers shall serve a two-year term or until a successor is elected. Officers shall take their positions on the first day of the Professional Staff Year following their election. Officers will be elected in even-numbered years. One PSEC member at-large shall be elected in odd-numbered years and one in even-numbered years.

62

8.6 VACANCIES IN OFFICE

If there is a vacancy in the office of COS, the Vice COS shall serve out the remaining term. In the event of a vacancy in the office of Vice COS, a special election will be held to elect a new Vice COS. Otherwise, vacancies in office during the professional staff year shall be filled by appointment by the Executive Committee of the Professional Staff.

8.7 DUTIES OF OFFICERS

8.7.1 CHIEF OF STAFF (COS)

The Chief of the Professional Staff shall serve as the chief administrative officer of the Professional Staff by:

(a) enforcing the Professional Staff Bylaws and Rules and Regulations, implementing sanctions where indicated, and promoting compliance with procedural safeguards where corrective action has been requested or initiated;

(b) calling, presiding at, and being responsible for the agenda of all meetings of the Professional Staff;

(c) serving as chair of the PSEC and calling, presiding at, and being responsible for the agenda of all meetings thereof;

(d) serving as an ex-officio Member of all other staff committees (except hearing committees) without vote, unless COS membership in a particular committee is required by these Bylaws;

(e) interacting with the CEO and Board in all matters of mutual concern within the Hospital;

(f) appointing, in consultation with the PSEC, committee Members for all standing committees other than the PSEC and all special Professional Staff, liaison, or multi-disciplinary committees, except where otherwise provided by these Bylaws and, except where otherwise indicated, designating the chairs of these committees;

(g) representing the views and policies of the Professional Staff to the Board and to the CEO;

(h) being a spokesperson for the Professional Staff in external professional and public relations.

8.7.2 VICE CHIEF OF STAFF (VICE COS)

In the absence of the COS, or as delegated by the COS and/or the PSEC, the Vice COS shall exercise the duties of the COS. The Vice COS shall be a member of the PSEC and

63

shall also serve as Chair of the Patient Safety and Quality Committee. The Vice COS shall automatically succeed to the office of COS for the remainder of the term if the COS fails or is unable to serve for any reason.

8.7.3 SECRETARY-TREASURER

The Secretary-Treasurer shall be a member of the Executive Committee of the Professional Staff. The Secretary-Treasurer serves as Chair of the Credentials Committee. The Secretary-Treasurer will perform the duties of COS in the absence of the COS and Vice COS, and perform such other duties as ordinarily pertain to the office, including the collection, maintenance, and disbursement of the funds of the Professional Staff.

8.8 REMOVAL FROM OFFICE

A Professional Staff officer may be removed from office for cause, including, but not limited to, neglect or misfeasance in office, serious acts of moral turpitude, or failure to carry out the duties and responsibilities of the office as set forth in this Section. Except as otherwise provided, removal of a Professional Staff officer may be initiated by the Professional Staff Executive Committee or by a petition which states the grounds for removal and is signed by at least one-third of the Members of the Active Professional Staff. Removal shall be considered at a special Professional Staff meeting called for that purpose. The grounds for the proposed recall shall be presented to the officer by the Professional Staff Executive Committee, in writing, at least ten (10) days prior to the special meeting, and the officer shall be given the opportunity to address them before the matter is put to a vote. Recall shall require a two-thirds vote of the Active Professional Staff Members present and voting at the special meeting. Voting shall be by secret written ballot marked “for” or “against” removal from office.

ARTICLE 9. CLINICAL DEPARTMENTS/SECTIONS

9.1 CLINICAL DEPARTMENTS/SECTIONS

The Departments of the Professional Staff shall be organized as a separate part of the Professional Staff and shall have a Chair who shall be responsible for the overall supervision of the clinical work within the Department. Departments may have sections as indicated:

9.1.1 ANESTHESIOLOGY

9.1.2 CARDIOVASCULAR SERVICES

9.1.3 EMERGENCY MEDICINE

9.1.4 FAMILY MEDICINE

9.1.5 MEDICINE

64

(a) Oncology

(b) Gastroenterology

9.1.6 OBSTETRICS AND GYNECOLOGY

9.1.7 ORTHOPEDICS

9.1.8 Podiatry

9.1.9 PATHOLOGY

9.1.10 PEDIATRICS

9.1.11 PSYCHIATRY

9.1.12 RADIOLOGY

9.1.13 SURGERY

(a) Ophthalmology

(b) Otolaryngology

(c) Plastic and Reconstructive Surgery

(d) Urology

9.2 CHAIR AND VICE CHAIR OF DEPARTMENTS

9.2.1 Each Department shall hold an election every other year prior to the May Semi-Annual Meeting for the purpose of electing a Chair and Vice Chair, who shall be physician members of the Active Staff. The Department Chair will not vote except in case of a tie. The Chair and Vice Chair shall serve two-year terms or until a successor is elected. The terms of office shall commence on July 1st following the election. If the Chair is unable to complete the term of office, the Vice Chair automatically becomes Chair and a new Vice Chair shall be elected. To promote continuity on the PSEC, the Departments of Family Medicine, Emergency Medicine, Anesthesiology, Medicine, and Orthopedics shall hold elections in odd years, and the Departments of Surgery, Pediatrics, Radiology, Pathology, Psychiatry, Obstetrics and Gynecology, and Cardiovascular Services in even years.

9.2.2 Election will be by a vote at the designated meeting or by mail or e-mail ballot of Active Staff members who are Department members. Nominations may be made by the Department chair or twenty percent (20%) of Active Staff members of the Department. A majority vote of those casting votes (if at least a quorum) shall elect. Where there are three or more candidates and

65

no candidate receives a majority, there will be successive balloting whereby the name of the candidate receiving the fewest votes is omitted from each successive slate until a majority vote is obtained by one candidate.

9.2.3 Removal of a Department Chair during a term of office must be initiated by a petition of at least twenty percent (20%) of Active Professional Staff members of the Department and shall occur upon the vote of two-thirds of the Active Staff members of the Department. Removal may also take place upon a two-thirds vote of the PSEC, but such removal is subject to reversal within thirty days upon a three-fourths majority vote of Active Staff members of the Department.

9.2.4 If the Chair of the Department becomes COS or if for any reason is unable to fulfill the functions of the office, the Vice Chair of the Department shall become Chair of the Department for the unexpired term. The Vice Chair position will be appointed by the Chair of the Department subject to approval of the PSEC to complete the unexpired term.

9.2.5 The Vice Chair of the Department shall carry out appropriate duties and shall function as the acting Chair of the Department during absences of the Chair, with the same rights and duties.

9.3 QUALIFICATIONS AND FUNCTIONS OF DEPARTMENT CHAIRS

The Chair of each Department must be certified by the appropriate specialty board or affirmatively establish, through the privilege delineation process, the possession of comparable competence. The Department Chair shall:

9.3.1 be accountable to the PSEC for professional and administrative activities within the Department, and appoint such committees as may be required to carry out the proper functioning of the Department;

9.3.2 be a member of the PSEC, giving guidance on the overall professional policies of the Hospitals and making specific recommendations and suggestions regarding the Department in order to assure quality patient care.

9.3.3 maintain continuing review of the professional performance of Practitioners with clinical privileges in the Department;

9.3.4 be responsible for enforcement of the Professional Staff Bylaws and Rules and Regulations within the Department;

9.3.5 be responsible for communication and implementation within the Department of actions taken by the PSEC;

66

9.3.6 transmit to the PSEC, through the Credentials Committee, the Department's recommendations concerning the appointment, staff classification, reappointment, and delineation of clinical privileges for Practitioners in the Department;

9.3.7 be responsible for monitoring the teaching, education, and research program in the Department;

9.3.8 assess and recommend to the relevant hospital Authority off-site sources for needed patient care services not provided by the department or hospital.

9.3.9 assist in the preparation of annual reports, including budgetary planning, pertaining to the Department, as may be required by the PSEC, the Chief Executive Officer, or the Board;

9.3.10 have authority, when time does not permit action by the COS or appropriate committees, to intervene in the professional care of any patient within the Department in the interest of the patient and to maintain professional standards of the hospital.

9.4 FUNCTIONS OF DEPARTMENTS

9.4.1 Each Department shall formulate and adopt specific Department Rules and Regulations for care of patients within the Department, subject to prior review and approval by the PSEC. Proposed department amendments shall be distributed to members at least fourteen (14) days before the meeting. Approval of amendments to Department Rules and Regulations shall be by a simple majority vote of the Active Staff members of the Department, after discussion of the amendment at any regular Department meeting at which more than 25% of the Department Active Staff members are present. Approval shall be at a regular Department meeting or by mail or e-mail ballot at the discretion of the chair.

9.4.2 Each Department shall establish, subject to review and approval by the PSEC, a mechanism for conducting a review of patient records and other pertinent sources of medical information relating to patient care. Reports on these activities shall include the findings from on-going monitoring and evaluation of the quality and appropriateness of care and treatment provided to patients, as well as resultant conclusions, recommendations and actions taken. The findings of the patient care evaluation shall be forwarded to the PSEC.

9.4.3 Each Department or Section shall meet at least quarterly to review the quality of care provided by the members of the Department or Section. A separate Quality Assurance subcommittee, chaired by the Department or Section Chair or designee, may be organized for this purpose. A report of the

67

proceedings, findings, and actions of each meeting shall be submitted periodically to the Department and the Executive Committee.

9.4.4 The Department or Section shall recommend criteria and standards for department membership and the exercise of specific clinical privileges within the Department or Section subject to approval of the PSEC and the Board. These may include, but are not limited to, residency training and Board certification; provided that lack of Board certification shall not preclude a Practitioner who in the opinion of the professional staff has comparable training, experience, and skill from exercising such privileges, pursuant to Article 4, Section 2.2.3, above.

9.4.5 Where appropriate, each member of the Professional Staff shall be assigned membership in at least one Department and, where appropriate, one or more Sections. The exercise of privileges within each Department and Section shall be subject to the rules and regulations and supervision of the Section and Department, and subject to the general and overall supervision and direction of the PSEC.

9.5 FUNCTIONS OF SECTIONS

9.5.1 Sections organized as specialty subdivisions within a Department shall be directly responsible to the Department within which they function. The Department will recommend to the PSEC that a section be organized, and the PSEC must approve the recommendation. The Section Chair shall be elected in the same manner as set forth in this Article for Department Chairs.

9.5.2 Subject to review and approval of the PSEC and the Board, each Section shall perform the functions assigned to it by the Department Chair. Such functions may include, but are not limited to, the monitoring of patient care practices, retrospective patient care evaluations, continuing education programs, and assistance in credentialing review and privileges delineation. The Section shall transmit regular reports to the Department Chairs and the PSEC on the conduct of their assigned functions.

ARTICLE 10. COMMITTEES

10.1 GENERAL

10.1.1 Professional staff committees may be standing or special. They shall meet as directed by the Bylaws, by the PSEC, and/or as reasonably necessary to perform their duties. Except as otherwise described in these Bylaws, the members of committees and their chairs shall be appointed or reappointed periodically by the COS subject to approval of the PSEC. Committee Chairs shall be physician members of the Active Staff. The Executive Committee may remove at any time committee members or chairs which it or the COS has appointed. Unless otherwise required by these Bylaws or other

68

circumstances, each standing committee shall be sustaining in that a majority of its members shall be retained from the preceding year insofar as possible. Professional staff committees shall be responsible to the PSEC. A permanent record of meeting findings, proceedings and actions shall be maintained. The Committees shall meet at least quarterly or at the call of the respective Chairs unless otherwise stated. Individuals appointed to Professional Staff Committees, or serving ex-officio, are expected to attend at least 50% of the committee meetings in any given year. Failure to do so may be grounds for removal by the Executive Committee or Chief of Staff.

10.1.2 Except as specified by law or these Bylaws, the functions of committees shall be determined by the PSEC.

10.1.3 Special committees appointed for designated purposes shall regularly report to the PSEC, and shall not independently act for or on behalf of the Professional Staff except as approved or authorized by the PSEC. Professional staff representatives who are selected or designated to serve on other committees shall also regularly report to and interact with the PSEC as described herein.

10.2 STANDING COMMITTEES

10.2.1 PROFESSIONAL STAFF EXECUTIVE COMMITTEE (PSEC)

(a) The PSEC shall be composed of the COS, Vice COS, Secretary- Treasurer, the immediate past COS, and the Chairs of each Department, and two members of the Active Staff who are elected at-large for staggered two-year terms. The Utilization Review Committee Chair, Chief Executive Officer, Chief Medical Executive and Chief Operating Officer shall be ex officio members of the PSEC without power to vote.

(b) If an at-large member is unable to complete the term of office, the unexpired term will be filled by an Active Staff member appointed by the COS subject to approval by the Executive Committee, to be reaffirmed by vote at the next Semi-annual Meeting. Removal of an at-large member may be accomplished by a two-thirds vote of the PSEC, or initiated by a written petition signed by twenty percent (20%) of the Active Professional Staff, and such removal may be accomplished by a two-thirds vote of the Active Staff.

(c) The duties of the PSEC shall be:

(1) representing and acting on behalf of the Professional Staff in the intervals between Professional Staff meetings, subject to such limitations as may be imposed by these Bylaws;

69

(2) coordinating and implementing the professional and organizational activities and policies of the Professional Staff;

(3) receiving and acting upon reports and recommendations from Professional Staff committees,

(4) recommending actions to the Board in matters of a medical- administrative nature;

(5) evaluating the medical care rendered to patients in the Hospital;

(6) participating in the development of all Professional Staff and Hospital policy, practice, and planning;

(7) reviewing the qualifications, credentials, performance and professional competence, and character of applicants and Staff Members, and making recommendations to the Board at least quarterly regarding Professional Staff appointments and reappointments, assignments to Departments and Sections, Clinical Privileges, and corrective action;

(8) taking reasonable steps to promote ethical conduct and competent clinical performance on the part of all Members including the initiation of and participation in Professional Staff corrective or review measures when warranted;

(9) taking reasonable steps to develop continuing education activities and programs for the Professional Staff;

(10) designating such committees as may be appropriate or necessary to assist in carrying out the duties and responsibilities of the Professional Staff and approving or rejecting appointments to those committees by the COS;

(11) reporting to the Professional Staff at each regular staff meeting;

(12) assisting in the obtaining and maintenance of accreditation;

(13) development and maintenance of methods for the protection and care of patients and others in the event of internal or external disaster;

(14) appointing special or ad hoc committees as deemed necessary or appropriate to assist the PSEC in carrying out its functions and those of the Professional Staff;

70

(15) reviewing the quality and appropriateness of services provided by contract physicians; and

(16) initiating, approving, and/or recommending to the Board of Directors, Professional Staff Bylaws, Rules and Regulations, and Policies, and amendments and technical corrections thereto, in accordance with Articles 10 and 11 of these Bylaws.

(d) The PSEC shall meet regularly or as called by the COS.

(e) By adopting these Bylaws, the Professional Staff has delegated to the PSEC the authority to perform on behalf of the Professional Staff the duties and functions described in these Bylaws, specifically including those described in this Article 10, Section 10.2 and in Articles 11 and 12. Such delegation can be limited or removed only by amendment of these bylaws.

10.2.2 NOMINATING COMMITTEE

(a) The Nominating Committee shall consist of a Chair who shall be a physician member of the Professional Staff appointed by the Chief of Staff and subject to approval by the Executive Committee, and members appointed by the COS or designee subject to approval by the Executive Committee.

(b) It shall submit in writing one or more names of candidates for the Officers of the Professional Staff, as described in Article 8, Section 8.4, and for each at-large position in which a vacancy will occur, no less than 30 days prior to the May Semi-Annual Meeting. The Officers will be elected in even years. One member at-large shall be elected in odd years and one in even years.

(c) At the May Semi-Annual Meeting, additional nominations for the officers and at-large positions will be announced if received by mail prior to the meeting or proposed at the meeting. To be elected, such a nominee must receive a majority of the votes for which a quorum votes as detailed in Section 8.4.

(d) The Nominating Committee shall meet as often as necessary at the call of the Chair.

10.2.3 BYLAWS COMMITTEE

(a) The Bylaws Committee shall consist of a Chair who shall be a physician member of the Professional Staff and members appointed by the COS subject to approval by the Executive Committee.

71

(b) Duties:

(1) Review all proposed changes to the Professional Staff Bylaws and Professional Staff Rules and Regulations.

(2) Monitor and facilitate the process of approval of Bylaw changes pursuant to Article 14 of the Bylaws.

(3) Review the Professional Staff Bylaws and Rules and Regulations and suggest revisions as necessary.

(4) Advise the PSEC and/or the COS, if it becomes aware of potential violations of the Bylaws or Rules and Regulations.

10.2.4 BIOETHICS COMMITTEE

The Bioethics Committee shall consist of a Chair who shall be a physician member of the Professional Staff and members appointed by the COS subject to approval by the Executive Committee. The Bioethics Committee shall also include representatives from Hospital Administration, Nursing, Social Services and Chaplaincy, and may include members from the community not directly connected with the Hospital, appointed by the COS or designee and subject to approval of the Executive Committee

(a) Duties:

(1) Facilitate discussion of ethical issues by individuals caring for a patient, patients, and patient families.

(2) Make recommendations to the PSEC on subjects related to medical ethics.

(3) Promote education on ethical issues.

10.2.5 CANCER CARE COMMITTEE

(a) The Cancer Care Committee shall be composed of a Chair who is a physician member of the Professional Staff selected by the COS subject to the approval of the Executive Committee. Physician and ad hoc members may also be selected by the COS subject to the approval of the Executive Committee, and shall include professional staff representation from the Section of Oncology and the Departments of Surgery, Radiology, and Pathology, , and the Medical Director of the Cancer Program. Representation from other disciplines shall include, but not necessarily be limited to, the Oncology Coordinator, Nursing Administration, Social Services, Tumor Registry, Chaplaincy, Hospital Administration, Pharmacy, and Rehabilitation.

72

(b) The duties of the Cancer Care Committee shall be to:

(1) be responsible for professional supervision of the Hospital’s Tumor Registry and Cancer Programs, education of Professional and hospital staff, and development of programs for cancer patients, Social Services, and Chaplaincy.

10.2.6 CLINICAL RESEARCH COMMITTEE

(a) The Clinical Research Committee shall consist of:

(1) A Chair who shall be a physician member of the Professional Staff

(2) Members appointed by the Chief of Staff or designee subject to approval by the Executive Committee.

(b) The duties of the Clinical Research Committee shall be to:

(1) review all clinical research trials at the Hospital and shall establish policies and procedures regarding clinical research, and assess the appropriateness, safety, and implementation of all clinical research underway at the Hospital.

(2) serve as a forum to allow physicians conducting research to share best practices, resources and research opportunities.

(3) keep a database of all hospital clinical research to include cancer studies, Diabetes Research Institute studies, Cardiovascular studies and all other research.

(4) act as a conduit to the Sutter Health Institutional Review Board.

10.2.7 CREDENTIALS COMMITTEE

(a) The Credentials Committee shall be chaired by the Secretary Treasurer and consist of members appointed by the COS or Secretary Treasurer subject to approval by the Executive Committee. The Chief Executive Officer and the Chief Medical Executive shall be ex-officio members without vote.

(b) The duties of the Credentials Committee shall be:

(1) to review the credentials of applicants for appointment and reappointment, consider recommendations from department chairs, and to make recommendations to the Executive Committee for membership, staff category, and delineation of clinical privileges;

73

(2) to make a report to the PSEC on each applicant for Professional Staff membership or clinical privileges, including specific consideration of the recommendations from the Departments in which the applicant requests privileges, all in accordance with Professional Staff credentialing policies.

(3) to review periodically such matters as may be referred regarding the competence of staff members and, as a result of such reviews, to make recommendations for the granting, revocation, or modification of privileges, reappointments, and the assignment of Practitioners to various Departments as provided in these Bylaws.

10.2.8 CRITICAL CARE COMMITTEE

(a) The Critical Care Committee shall be appointed by the COS, subject to the approval of the PSEC. It shall consist of representatives from the Professional Staff including a Chair who is a physician member of the Professional Staff, include the Directors of the Critical Care Units, and representatives from the Emergency Department and other Departments and Clinical Services which care for critically ill patients, and the Hospital Vice President with responsibility for Nursing as an ex-officio member.

(b) The Critical Care Committee will be responsible for monitoring, evaluating and improving patient care in the critical care units.

10.2.9 CONTINUING MEDICAL EDUCATION AND LIBRARY COMMITTEE

(a) The Continuing Medical Education and Library Committee shall consist of a Chair who shall be a physician member of the Professional Staff and members appointed by the COS subject to approval by the Executive Committee.

(b) This Committee shall be responsible for coordinating, monitoring, and evaluating the educational program of the Departments and recommending educational meetings. The Committee will oversee and monitor the needs of the Medical Library.

10.2.10 INFECTION CONTROL COMMITTEE

(a) The Infection Control Committee shall consist of a Chair who shall be a physician member of the Professional Staff appointed by the COS subject to approval of the Executive Committee, at least one representative of each Department selected by the Department Chair, and include at least one designated representative from the Departments of Infection Control, Nursing Services, Laboratory, and Hospital Administration. At the discretion of the Committee or at the

74

direction of the PSEC, regular or ad hoc participation may be had from others including, but not limited to Employee Health, Surgery, Pharmacy, Dietary, Housekeeping, Radiology, and Central Supply Services.

(b) The Infection Control Committee shall be responsible for the surveillance of Hospitals' infection potentials, the review and analysis of actual infections, the promotion of a preventative and corrective program designed to minimize infection hazards, and the supervision of infection control in all phases of the Hospitals' activities including:

(1) sterilization procedures by heat, chemicals, or otherwise;

(2) prevention of cross-infection by anesthesia apparatus or inhalation therapy equipment;

(3) surveillance programs for evaluation of and reporting of infections and infectious potential of patients, personnel, discharged patients, and environment;

(4) disposal of infectious material;

(5) review of antibiotic usage.

10.2.11 INTERDISCIPLINARY PRACTICE COMMITTEE

(a) The Interdisciplinary Practice Committee shall consist of the Chief Executive Officer or designee, the CNE or designee, and an equal number of physicians and registered nurses. The Chair shall be a physician who, along with other physician members, shall be appointed by the COS with the approval of the PSEC. The registered nurses shall be selected by the Hospital Vice President with responsibility for Nursing with the concurrence of the Chief Executive Officer. The Committee shall also include representatives of those licensed or certified healing arts professionals who are granted clinical privileges within the hospital or who perform functions in accordance with standardized procedures. These representatives shall be appointed by the COS with the approval of the PSEC.

(b) The Interdisciplinary Practice Committee shall perform functions consistent with the requirements of law and regulation. Duties shall also include the following:

(1) Fulfill the requirements of Title 22 of the California Code of Regulations which refers to the performance by nurses of functions requiring standardized procedures.

75

(2) Evaluate and make recommendations regarding the need for and appropriateness of services performed at MPHS by allied health practitioners (AHPs) including whether services at MPHS proposed to be performed or actually performed by AHPs are consistent with the rendering of quality medical care and with the responsibilities of Members of the Professional Staff.

(3) Evaluate and make recommendations regarding:

(i) the mechanism for evaluating the qualifications and credentials of AHPs who are eligible to apply for and provide services at the Hospital;

(ii) the minimum standards of training, education, character, competence, and overall fitness of AHPs eligible to apply for the opportunity to perform services at the Hospital

(iii) identification of services at MPHS which may be performed by an AHP, or category of AHPs, as well as any applicable terms and conditions thereon; and

(iv) the professional responsibilities of AHPs who have been determined eligible to perform services at the Hospital

(v) appropriate monitoring, supervision, and evaluation of AHPs who may be eligible to perform services at MPHS.

(4) For the individual AHP who applies to provide services at the Hospital, make recommendations based on review and evaluation of the qualifications and credentials of the AHP and consider the recommendations of the appropriate departments and committees.

(5) Periodically evaluate and report on:

(i) the effectiveness of supervision requirements imposed upon AHPs who are rendering services at MPHS; and

(ii) the efficiency and effectiveness of services at the Hospital performed by AHPs.

(6) Review and recommend approval of all standardized procedures directing the expanded practice of AHPs.

The recommendations of the Committee will be presented to the Credentials Committee for review and further recommendation, and then to the PSEC and ultimately, to the Board.

76

(c) In the event that a recommendation is made for withdrawal or reduction of services that may be performed by an individual AHP, the hearing and appellate review procedure outlined in Article 7. shall not apply. Instead, the AHP shall have the right to challenge any action that would constitute grounds for hearing under Article 7 of the Bylaws by filing a written grievance with the PSEC within 15 days of such action. Upon receipt of such a grievance, the PSEC or its designee shall conduct an investigation that shall afford the AHP an opportunity for an interview concerning the grievance. The participants in this interview shall be limited to the AHP and at least two (2) members of the PSEC. Any such interview shall not constitute a “hearing” as established by Article 7 of the Bylaws and shall not be conducted according to the procedural rules applicable to such hearings. Before the interview, the AHP shall be informed of the general nature and circumstances giving rise to the action, and the AHP may present information relevant thereto at the interview. A record of the interview shall be made. The PSEC or its designees shall make a recommendation to the Board based on the interview and all other information available to it. An adverse decision of the Board may be appealed to the Board.

The rights afforded by this Article shall not apply to any decision regarding whether a category of AHP shall or shall not be eligible to provide services at the Hospital and the terms, prerogatives, or conditions of such decision. Those questions shall be submitted for consideration to the Board, which has the discretion to decline to review the request or to review it using any procedure the Board deems appropriate.

(d) The Committee shall meet on the call of its Chair, shall maintain a permanent record of its proceedings and actions and shall make reports as indicated to the PSEC and other appropriate committees of the Professional Staff.

10.2.12 ELECTRONIC HEALTH RECORD COMMITTEE (EHRC)

(a) The Committee shall include Active Staff members from each of the Departments, appointed by their respective Department Chair and approved by the COS and PSEC. Committee members shall seek input from their Department sections on issues that impact the section. The Chief Medical Executive, the Director of Health Information Management (HIM), IT representatives, the Hospital Vice President of Nursing, and the Chair of the Patient Safety and Quality Committee shall be ex-officio members without a vote.

(b) This Committee shall:

77

(1) be responsible for oversight of physician use of all clinical information systems (EHR and non-EHR applications and technology):

(2) serve as the linkage point with other groups sharing accountability for MPHS and Sutter wide clinical information systems in matters impacting physician use and shall be a liaison between Health Information Management (HIM) and the practicing physician.

(3) review and approve or deny project work and clinical record workflow changes (EHR and non-EHR applications and technology) that could significantly impact physicians, as determined preliminarily by the Chair. The EHRC, in collaboration with other relevant groups, will participate in developing systems that support and enhance physician work flow and communication of clinical information.

(4) work to simplify, minimize and diminish the physician clerical and administrative load imposed by electronic record systems.

(5) review problems of Health Information accuracy and adequacy as identified and directed to it by the hospital and professional staff. The Committee shall seek to assure that records are completed in a reasonably timely manner.

(6) shall maintain, regularly review and revise a list of Professional Staff approved abbreviations in consultation with the Hospital Forms Committee.

(7) shall review practices of the Health Information Management Department as they affect physician workload and workflow.

10.2.13 PERINATAL COMMITTEE

(a) The Perinatal Committee shall be appointed by the COS, subject to the approval of the PSEC. It shall be chaired by an active member of the Department of OB/GYN and consist of representatives from the Professional Staff, representatives from the Department of Pediatrics, the Department of Anesthesiology and other departments and clinical services that care for perinatal patients, and the Director of the Family Birth Center.

(b) The Perinatal Committee will be responsible for monitoring, evaluating, and improving patient care in the perinatal service.

78

10.2.14 PHARMACY AND THERAPEUTICS COMMITTEE

(a) The Pharmacy and Therapeutics Committee shall include consist of a Chair who is a physician member of the Professional Staff and others appointed by the COS subject to approval of the PSEC. Other members shall include the Director of Pharmacy Services and representatives from the Nursing Services and Hospital Administration.

(b) This Committee shall:

(1) serve as an advisory group to the Professional Staff and the Director of Pharmacy Services;

(2) develop and oversee a systematic process for monitoring and evaluating the prophylactic, therapeutic, and empiric use of drugs within the Hospital in order to ensure that drugs meet standards for appropriateness, safety, and efficacy;

(3) develop and recommend policies and procedures relating to the selection, procurement, storage, distribution, handling, and safe administration of drugs and diagnostic testing materials of the Hospitals. These policies shall be consistent with all state and federal laws and regulations;

(4) develop and maintain a current formulary objectively evaluating clinical data regarding drugs proposed for use at the Hospitals while minimizing therapeutic duplication;

(5) review all significant untoward drug reactions;

(6) review protocols and make recommendations concerning dietary and nutritional services.

10.2.15 PROFESSIONAL STAFF ASSISTANCE COMMITTEE

(a) The Professional Staff Assistance Committee shall be composed of no fewer than three physicians on the Active Staff, including a Chair, who are appointed by the COS subject to the approval of the Executive Committee. To the extent practicable, members shall include physicians with expertise in the subjects of mental health, chemical dependency and impairment who do not serve as active participants on the PSEC, Credentials Committee, Quality Assurance Committee, or other committees with significant quality assurance and peer review responsibilities.

(b) The Committee duties will be as follows:

79

(1) to serve as a resource for Professional Staff members who voluntarily seek information, assistance, and counseling related to impairment, substance abuse, or other health matters.

(2) to receive information from any source within the Professional Staff and Hospital concerning health or impairment of members of the Professional Staff and, as it deems appropriate, to assess the credibility of the complaint, allegation or concern. The Committee shall offer advice, counseling, and referrals as it deems appropriate to internal or external resources for diagnosis and treatment of the condition or concern.

(3) to evaluate treatment and rehabilitation plans for members of the Professional Staff; may, upon request, advise appropriate Professional Staff committees and officers regarding reasonable safeguards concerning a physician’s continued practice in the Hospital. To monitor the affected physician and safety of patients until the corrective process is complete.

(4) to consider issues regarding health, impairment and substance abuse specific to Professional Staff members and offer or coordinate appropriate education programs for the Professional Staff and other organization staff.

(5) the activities and records of the Committee are confidential, which confidentiality shall be preserved consistent with its responsibilities under these Bylaws; however, if the Committee determines that the health or impairment of a member of the Professional Staff may adversely affect the member's ability to provide quality care to patients or may present a risk of harm to patients or others, the Committee may refer that information and concern to the COS.

(c) The committee shall meet as often as deemed appropriate on the call of its Chair. It shall report on its activities, and any recommendations, to the PSEC as frequently as necessary; however, such routine reports will not reveal the identity of Professional Staff members who have sought assistance from the Committee or who have been referred to it for health reasons.

10.2.16 PATIENT SAFETY AND QUALITY COMMITTEE

(a) The Patient Safety and Quality Committee shall be chaired by the Vice Chief of Staff, the chairs of the Quality Assurance Committees of each Department, and the Chairs of all Sections. The Committee may include additional members to reflect those services within the

80

Hospital which are directly concerned with the safety and quality of patient care.

(b) The primary duties of the Patient Safety and Quality Committee are:

(1) to monitor and evaluate the quality of patient care;

(2) to identify opportunities for improvement by ongoing and objective assessment of important aspects of patient care;

(3) to facilitate the correction of identified problems.

(4) To facilitate inter-Department peer review activities

10.2.17 RADIATION SAFETY COMMITTEE

(a) The Radiation Safety Committee shall be composed of a Chair, who is a physician member of the Professional Staff, selected by the COS subject to the approval of the PSEC, one representative from the Departments of Medicine and Radiology selected by those Departments, and such other members as may be appropriate. The Committee may obtain regular or ad hoc participation from the Radiation Safety Officer and Hospital’s physicist.

(b) The Committee shall supervise the use , handling and disposition of radioactive materials. The Committee shall also advise in the care and handling of patients exposed to or contaminated by radiation or radioactive materials.

10.2.18 TRANSFUSION COMMITTEE

(a) The Transfusion Committee shall consist of a Chair and not fewer than three members of the Active Professional Staff, who shall be chosen by the COS or Chair subject to the approval of the PSEC.

(b) The duties of the Transfusion Committee shall be to review blood utilization and transfusions within the Hospitals.

10.2.19 UTILIZATION REVIEW COMMITTEE

(a) The Utilization Review Committee shall consist of a Chair who shall be a physician member of the Professional Staff and members appointed by the COS or Chair subject to approval by the Executive Committee.

(b) The duties of this Committee are to:

(1) develop and modify as necessary a Utilization Review Plan based on patient specific needs appropriate to the Hospital and which

81

meet the requirements of law. Such a plan must include provision for review of all admissions and of continued hospital stays, discharge planning, and data collection and reporting. Such plan, and all amendments to it, shall be proposed by this Committee to the PSEC and, if approved, submitted to the Board for final approval. The plan shall be reviewed at least annually.

(2) assure that the Utilization Review Plan is known to the staff members and is being followed.

(3) conduct such studies, take such actions, submit such reports, and make such recommendations as are required by the Utilization Review Plan.

10.2.20 PERIOPERATIVE MANAGEMENT COMMITTEE

(a) The Perioperative Management Committee will be led by two Co-Chairs, one of whom is an anesthesiologist member of the Professional Staff and the other a surgeon member of the Professional Staff. Other members shall include two Vice Chairs, one an anesthesiologist and the other a surgeon; the Chief Nursing Officer; the Administrative Director of Perioperative Services; Nursing Operating Room Site Directors; an Operating Room Data Analyst (non-voting member); the Medical Director of Perioperative Services; the Chair of the Department of Surgery; Department of Surgery Section Chairs; the Chair of the Department of Orthopedics; the Chair of the Department of Obstetrics and Gynecology; the Chair of the Department of Anesthesiology; and up to two at-large members of the Professional Staff. All Professional Staff members of the Committee, except those serving in an ex officio capacity, shall be appointed by the Chief of Staff subject to approval by the PSEC.

(b) This Committee shall collect and analyze operational data and establish and administer policies, subject to the approval of the Patient Safety and Quality Committee and the Professional Staff Executive Committee, in order to enhance the safety, quality and efficiency of perioperative services.

10.3 COMMITTEE FOR RESOLVING CONFLICTS

With respect to any conflict between the Professional Staff and the Board, the Professional Staff and Board shall meet and confer in good faith to resolve the dispute. Unless otherwise agreed, the forum for this shall be a committee composed as specified below; however, the Professional Staff and Board can utilize additional or different forums or processes, such as mediation, so long as both the Professional Staff and Board mutually agree to the forum or process as well as any procedures that would govern the process.

82

10.3.1 COMPOSITION

An ad-hoc committee will be appointed as needed to resolve conflict between the Professional Staff and the Board. The Committee should consist of an equal number of Members of the Board and the Professional Staff, but the Professional Staff Members should at least include the COS and Vice-COS. The CEO, or designee, should be a non-voting, ex-officio member. The chair of the Committee should alternate yearly between the Board and the Professional Staff; odd-numbered years, the Board, and even-numbered years, the Professional Staff.

10.3.2 DUTIES

The Committee shall constitute a forum for the discussion of matters of Hospital and Professional Staff policy, practice, planning, and appointments, including any dispute related to the Professional Staff’s rights of self-governance and/or discharge of Professional Staff responsibilities, and a forum for interaction between the Board and the Professional Staff on such matters as may be referred by the PSEC or the Board.

10.3.3 EXHAUSTION

Prior to seeking judicial relief over any dispute with the Hospital or Board, including any allegation that the Hospital or Board has engaged in, or is about to engage in, acts or practices that hinder, restrict or obstruct the Professional Staff’s ability to exercise its rights, obligations or responsibilities, the Professional Staff must first make a reasonable effort to resolve the dispute, including the pursuit of the administrative remedies provided in these Bylaws

10.3.4 MEETINGS

The Committee shall meet as needed and shall transmit written reports of its activities to the PSEC and to the Board.

10.4 SPECIAL COMMITTEES

Special committees shall be appointed from time to time by the COS subject to approval by the Executive Committee as may be required to carry out properly the duties of the Professional Staff.

10.5 VOTING IN PROFESSIONAL STAFF COMMITTEES

All duly designated or appointed Professional Staff members of Professional Staff committees shall have one vote each. Hospitals Administration and Nursing Service, if represented, shall have one vote each on Professional Staff committees unless otherwise limited pursuant to these Bylaws, by statute, or pursuant to the terms and conditions of establishment of the committee by the COS, subject to the approval of the PSEC. The votes of non-Professional Staff members may not exceed those of Professional Staff members present.

83

10.6 STATUS OF COMMITTEE PARTICIPANTS

Individuals who are invited to participate in the activities of a Professional Staff committee will automatically be deemed temporary members of that committee, without vote.

ARTICLE 11. PROFESSIONAL STAFF MEETINGS

11.1 MEETINGS

11.1.1 REGULAR MEETINGS

Regular Meetings shall be held in November and May of each year on a date set by the Chief of Staff. The May meeting shall be designated as the Annual Business Meeting.

11.1.2 QUORUM

The presence of twenty-five (25) percent of the total membership of the Active Professional Staff at any meeting shall constitute a quorum.

11.1.3 ATTENDANCE REQUIREMENTS

Each Active and Provisional Staff member is expected to attend at least one (1) Regular or Special Meeting of the Professional Staff annually. The names of those present at all meetings of the Professional Staff shall be recorded and minutes shall be taken.

11.1.4 AGENDA

The order of business at a meeting of the Professional Staff shall be determined by the COS in consultation with the PSEC. The agenda shall include, insofar as feasible:

(a) Reading and acceptance of the minutes of the last regular and all special General Professional Staff meetings held since the last regular meeting;

(b) Administrative reports from the COS and CEO;

(c) Reports by responsible officers and committees on the overall results of patient care audits and other quality review, evaluation, and monitoring activities of the Professional Staff and on the fulfillment of other required Professional Staff functions;

(d) Old business; and

(e) New business.

11.1.5 SPECIAL MEETINGS

84

Special meetings of the Professional Staff may be called at any time by the COS or the PSEC, or shall be called upon the written request of 10% of the Members of the Active Professional Staff. The person calling or requesting the special meeting shall state the purpose of such meeting in writing. The meeting shall be scheduled by the PSEC within 30 days after receipt of such request. No later than 10 days prior to the meeting, notice of the meeting with its stated purpose shall be mailed or delivered to the Members of the Active Professional Staff. No business shall be transacted at any special meeting except that stated in the notice calling the meeting.

11.2 COMMITTEE AND DEPARTMENT MEETINGS

11.2.1 REGULAR MEETINGS

Except as otherwise specified in these Bylaws, the chairs of committees and departments may establish the times and dates for the holding of regular meetings. The chairs shall make every reasonable effort to ensure the meeting dates are disseminated to the members with adequate notice.

11.2.2 SPECIAL MEETINGS

A special meeting of any Professional Staff committee, department, or section may be called by the chair thereof, the PSEC, or the COS, and shall be called upon written request of one-third of the current Members eligible to vote. In the later case, the meeting shall be scheduled within 30 days after receipt of the request.

11.3 QUORUM

A quorum of two-thirds of the voting Members shall be required for the PSEC. For all other committees, and for Department meetings, a quorum shall consist of at least the chair and two (2) of the voting Members.

11.4 VOTING AND MANNER OF ACTION

Except as otherwise specified, the action of a majority of the Members present and voting at a meeting at which a quorum is present shall be the action of the group. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Members, if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater number as may be specifically required by these Bylaws. Committee action may be conducted by telephone conference or other electronic communication which shall be deemed to constitute a meeting for the matters discussed in that telephone or virtual conference. Valid action may be taken without a meeting by a committee if it is acknowledged by a writing setting forth the action so taken which is signed by at least a majority of the Members entitled to vote.

85

11.5 MINUTES

Except as otherwise specified herein, minutes of meetings shall be prepared and retained. They shall include, at a minimum, a record of the attendance of Members and the vote taken on significant matters. A copy of the minutes shall be signed by the presiding officer of the meeting and forwarded to the PSEC.

11.6 MEETING ATTENDANCE

Each Active and Provisional Staff member is expected to attend at least one (1) Regular or Special Professional Staff meeting and at least 50% of his or her Department or Section meetings each Professional Staff Year.

11.7 EXECUTIVE SESSION

Executive session is a meeting of a Professional Staff committee which only voting Professional Staff committee Members may attend, unless others are expressly requested by the committee to attend. Executive session may be called at the discretion of the presiding officer, either at his/her own initiative or in response to a request from any Professional Staff committee Member in attendance. Executive session may be called to discuss peer review issues, personnel issues, or any other sensitive issues requiring confidentiality.

ARTICLE 12. CONFIDENTIALITY, IMMUNITY AND RELEASES

12.1 AUTHORIZATION AND CONDITIONS

By applying for or accepting Professional Staff membership or Clinical Privileges within this Hospital, an applicant:

12.1.1 authorizes representatives of the Hospital and the Professional Staff to solicit, provide, and act upon information bearing upon, or reasonably believed to bear upon, the applicant's professional ability and qualifications;

12.1.2 authorizes persons and organizations to provide information concerning such practitioner to the Professional Staff;

12.1.3 agrees to be bound by the provisions of this Article and to waive all legal claims against any representative of the Professional Staff or the Hospital who would be immune from liability under Article 12, Section 12.3 of this Article; and

12.1.4 acknowledges that the provisions of this Article are express conditions to an application for Professional Staff membership, the continuation of such membership, and to the exercise of Clinical Privileges, at this Hospital.

12.2 CONFIDENTIALITY OF INFORMATION

12.2.1 GENERAL

86

Minutes, files, records and proceedings of all Professional Staff committees having the responsibility of evaluation and improvement of quality of care rendered in this Hospital, including, but not limited to, meetings of the Professional Staff as a whole, meetings of committees established under these Bylaws, meetings of Departments, and meetings of special or ad hoc committees created by the PSEC and including information regarding any Member or applicant to this Professional Staff shall, to the fullest extent permitted by law, be confidential and protected by applicable state and/or federal peer review confidentiality laws, including but not limited to California Evidence Code Section 1157. Such confidentiality shall also extend to information of like kind that may be provided by third parties. This information shall also become part of the Professional Staff committee file, but shall not become part of any particular patient file, of general Hospital record, or of any Member’s personal or office files.

Access to such records for Professional Staff purposes shall be limited to duly appointed officers and committees of the Professional Staff as necessary to discharge Professional Staff responsibilities and subject to the requirements that confidentiality is maintained. By serving on a Department, Professional Staff or Hospital committee, a Professional Staff member pledges that he or she will not waive the confidentiality respecting any committee on which he or she serves, except as expressly required by law.

12.2.2 BREACH OF CONFIDENTIALITY

Inasmuch as effective peer review, credentialing and quality assessment must be based on free and candid discussions, any breach of confidentiality of the discussions or deliberations of Professional Staff committees, except in conjunction with other Hospital, healthcare or peer review entity, professional society, or licensing authority, or as authorized by these Bylaws, is outside appropriate standards of conduct for this Professional Staff, violates the Professional Staff Bylaws, and will be deemed disruptive to the operations of the Hospital. If it is determined that such a breach has occurred, the PSEC may undertake such corrective action as it deems appropriate.

12.2.3 PARTICIPATION BY NON-PROFESSIONAL STAFF MEMBERS

Individuals who are permitted to attend Professional Staff committee meetings, but who are neither Members of the Professional Staff nor ex-officio Members, such as members of Administration and members of the Nursing Staff, are bound by the same principles of confidentiality that apply to the Professional Staff members. Failure to respect these principles shall constitute grounds for immediate termination of the individual’s right to continue to participate on such committees, and may also constitute grounds for disciplinary action, including, but not limited to, termination of employment, as determined by Administration.

12.3 IMMUNITY FROM LIABILITY

12.3.1 12.3-1 FOR ACTION TAKEN

87

Each representative, agent, member, and employee of the Professional Staff and Hospital shall be immune, to the fullest extent permitted by law, from liability to any individual who at any time was an applicant to or Member of the Professional Staff, or who did or does exercise Clinical Privileges or provide services at the Hospital, including AHPs, for damages or other relief for any action taken or statements or recommendations made within the scope of duties exercised as a representative of the Professional Staff or Hospital.

12.3.2 FOR PROVIDING INFORMATION

Each representative of the Professional Staff and Hospital and all third parties shall be immune, to the fullest extent permitted by law, from liability to any individual who at any time was an applicant to or Member of the Professional Staff, or who did or does exercise Clinical Privileges or provide services at the Hospital, including AHP, for damages or other relief by reason of providing information concerning such individual.

12.4 ACTIVITIES AND INFORMATION COVERED

12.4.1 ACTIVITIES

The confidentiality and immunity provided by this Article shall apply to all acts, communications, reports, recommendations or disclosures performed or made in connection with this or any other health care facility's or organization's activities concerning, but not limited to:

(a) application for appointment, reappointment, Clinical Privileges, or specified services, including periodic appraisals relating to these;

(b) corrective action and peer review;

(c) hearings and appellate reviews;

(d) utilization review and quality assessment, including patient care audits and morbidity and mortality reviews;

(e) other committee or Professional Staff activities related to monitoring and maintaining quality patient care and appropriate professional conduct; and

(f) the actions of peer review organizations, state Professional boards, and other entities which engage in monitoring or evaluation of professional competence or conduct, including queries and reports to or from the National Practitioner Data Bank, Medical Board of California,

88

(g) specialty boards, peer review organizations and other professional or health care related entities.

12.5 RELEASES

Each applicant or Member shall, upon request of the Professional Staff or Hospital, execute general and specific releases in accordance with the express provisions and general intent of this Article. Execution of such releases shall not be deemed a prerequisite to the effectiveness of this Article.

12.6 INDEMNIFICATION

The Hospital shall indemnify, defend and hold harmless each Member from and against any expenses, judgments, settlements and other amounts actually and reasonably incurred relating to or arising out of any threatened, pending or completed action, suit, proceeding, investigation, or other dispute relating or pertaining to his or her participation in Professional Staff peer review or quality assessment activities if: (1) the Member's participation is within the course and scope of his or her Professional Staff duties and responsibilities performed on behalf of the Professional Staff, including peer review and quality assessment activities; (2) the Member acted in good faith and in a manner such person reasonably believed to be in the best interests of the Hospital and, if any criminal proceedings are involved, had no reasonable cause to believe the person's conduct was unlawful. The Hospital agrees to pay reasonable defense expenses and to provide legal counsel selected by the Hospital to defend a Member in connection with any such claim.

Each Member agrees to cooperate with the Hospital in the defense of any such claim. Each Member also agrees and undertakes to repay defense costs and expenses, including attorneys’ fees, incurred in defending against any such claim which may be advanced by the Hospital prior to final disposition of any proceeding relating to such claim if it shall be ultimately determined in a legal proceeding that the Member is not entitled to indemnification pursuant to these Bylaws, or any other law or regulation.

12.7 CUMULATIVE EFFECT

Provisions in these Bylaws, in the Rules and Regulations, and in Professional Staff application forms relating to authorizations, confidentiality of information and immunities from liability shall be in addition to other protections provided by law and not in limitation thereof.

ARTICLE 13. GENERAL PROVISIONS

13.1 RULES AND REGULATIONS, POLICIES

Subject to approval by the Board, the PSEC may supplement these Bylaws with Rules and Regulations or Policies that provide associated details, as it deems necessary to implement more specifically the general principles established in these Bylaws.

89

Rules and Regulations and Policies shall become effective upon approval by the Board, which shall not be withheld unreasonably. Neither the Professional Staff nor the Board may unilaterally amend the Rules and Regulations or Policies. Rules and Regulations shall be reviewed at least every two (2) years. Applicants and Members of the Professional Staff shall be governed by such Rules and Regulations and Policies as are properly initiated and adopted. If there is a conflict between the Bylaws and the Rules and Regulations or Policies, the Bylaws shall prevail. The Mechanisms described herein shall be the sole method for the initiation, adoption, amendment, or repeal of the Professional Staff Rules and Regulations and Policies.

13.1.1 PROPOSALS BY THE PSEC

Any new or amended provisions for the Rules and Regulations proposed by the PSEC shall be announced to the Professional Staff, which shall be afforded a period of at least thirty (30) days to submit written comments for consideration by the PSEC before the provisions are submitted to the Board. Notice of the proposed provisions to the Professional Staff shall be in a reasonable manner, which may include posting in a newsletter or bulletin, distribution at a general Professional Staff meeting, or any other method regularly used by the Professional Staff Office to provide notices to members. The PSEC may retain, modify or abandon the provisions, as it deems appropriate in light of the comments, if any. Notice of new or amended Policies adopted by the PSEC shall be provided to the Professional Staff promptly upon approval by the Board.

13.1.2 PROPOSALS BY PETITION

Proposals for new Rules and Regulations or Policies, or amendments to existing Rules and Regulations or Policies, may be submitted to the PSEC by any voting member(s) of the Professional Staff, or by the Hospital CEO or his/her designee on behalf of Hospital Administration, or proposed by the PSEC on its own initiative.

(a) A proposal bearing the signatures of 25% or more of the voting members of the Active Professional Staff (which will constitute notice of the proposal to the PSEC) must identify two Active Professional Staff members who will serve as representatives and act on behalf of the proposal signers in the processes described below including any conflict management processes):

(b) If the PSEC supports a proposed amendment of the Rules and Regulations as submitted, the proposal will be disseminated to the Professional Staff for comment as described in Article 13, Section 13.1.1 above, before the PSEC submits the proposal to the Board for approval.

(c) If the PSEC does not support the proposal, it will notify the designated representatives in writing, and they will have 30 days from receipt of the notice to invoke the conflict management process described in

90

Article 13, Section 13.10 of these Bylaws. If the conflict management process is not invoked within 30 days, it will be deemed waived and the proposal will be deemed withdrawn.

(d) If the conflict is not resolved by withdrawal of the proposal, or by PSEC support of the proposal as modified in the conflict management process, then the proposal will be submitted (in original form or modified) to the Professional Staff for comment as described below before the proposal is submitted to the Board for approval.

(e) With respect to any proposal that does not bear the signatures of 25% of Active Professional Staff members, the PSEC has discretion to do any of the following:

(1) disseminate the proposal, as submitted, to the Professional Staff for comment;

(2) modify the proposal and disseminate it, as modified, to the Professional Staff for comment; or

(3) reject the proposal and not disseminate it to the Professional Staff for consideration.

(f) Except as otherwise provided in this Article, before the PSEC submits any proposal for adoption or amendment of Rules and Regulations to the Board for approval, the PSEC shall disseminate the proposal to the Professional Staff, as described in Article 13, Section 13.1.1 above. Members of the Professional Staff shall be given an opportunity to submit written comments, through the Professional Staff Office, for a period of not less than thirty (30) days.

(g) After considering any comments that have been received within the allotted period, the PSEC may modify the proposal in light of the comments. The PSEC will disseminate any such modified proposal to the Professional Staff, and may, in the PSEC’s discretion, solicit further comments in the manner described above.

(h) If a proposal did not include the signatures of 25% or more of the voting members of the Active Professional Staff, but the PSEC disseminated the proposal to the Professional Staff for comment, then after the comment period ends, the PSEC, in its discretion, may do either of the following:

(1) submit the proposal to the Board for approval, in its original form or as modified in light of the comments; or

(2) reject the proposal and not submit it to the Board.

91

13.1.3 APPROVAL AND IMPLEMENTATION

(a) Upon approval by the Board, new Rules and Regulations, Policies, or amendments to existing Rules and Regulations or Policies, shall be announced promptly to the Professional Staff in a reasonable manner, as described in Article 13, Section 13.1.1 above.

(b) Duly adopted Rules and Regulations and Policies shall be binding on all applicants to and members of the Professional Staff, as well as any practitioners who are granted temporary clinical privileges.

(c) If a proposal is not approved by the Board, then the PSEC (or the designated representatives of the group of Professional Staff members who submitted a non-PSEC-supported proposal that went directly to the Board) may invoke the conflict management process set forth in Article 10, Section 10.3 of these Bylaws within 15 days of receiving notice that the proposal was not approved by the Board.

13.1.4 URGENT NEED

(a) If the PSEC receives documentation of an urgent need to amend the Professional Staff Rules and Regulations to comply with law or regulation, the PSEC may adopt the necessary amendment provisionally and submit it to the Board for provisional approval, without prior notification of the Professional Staff. Immediately following the PSEC’s adoption of such an urgent provisional amendment to the Rules and Regulations, the PSEC will notify the Professional Staff (by an acceptable method of providing such notice as described above), and offer an opportunity for any interested Professional Staff member to submit written comments to the PSEC within 15 days of the date of the notice. The amendment will become final at the end of the comment period if the comments indicate there is no substantial conflict regarding the provisional amendment. There is no substantial conflict unless at least 25% of voting Active Professional Staff members expresses opposition to the amendment in writing.

(b) If the comments indicate a substantial conflict over the provisional amendment, then the PSEC will implement the conflict management process set forth in Article 13, Section 13.10 of these Bylaws, and may submit a revised amendment to the Board for approval if necessary.

13.1.5 DEPARTMENT RULES AND REGULATIONS AND POLICIES

Rules and Regulations and Policies for Professional Staff Departments may be established and amended by the same process as general Professional Staff Rules and Regulations and Policies, except that:

92

(a) Department-initiated proposals for establishing or amending Department-specific Rules and Regulations or Policies shall be submitted to the PSEC by the relevant Department Chair following adoption by a majority of the voting members of the Department.

(b) Department-initiated proposals that are acceptable to the PSEC as submitted may be adopted by the PSEC and submitted to the Board for approval.

(c) Each PSEC-initiated proposal and Department-initiated proposal that the PSEC proposes to modify or reject shall be disseminated for comment to the relevant Department, along with a statement of the PSEC’s reasons, before the PSEC submits any such proposal to the Board for approval. The Department will have 60 days to submit responsive comments and any modified proposal to the PSEC in writing.

(d) If the PSEC has rejected a Department-initiated proposal, the Department Chair (or another Department representative chosen by the Department members, if the Chair does not support the proposal) may invoke the conflict management process set forth in Article 13, Section 13.10 of these Bylaws within 30 days of receiving notice of the rejection. If the conflict management process is not invoked timely, it will be deemed waived. If the matter is not resolved in the conflict management process, the proposal will be submitted to the Board for approval along with the written comments of the Department and the PSEC.

(e) If the Board does not approve a Department-specific proposal, the PSEC, Department Chair, and/or designated Department representative may invoke the conflict management process set forth in Article 13, Section 13.10 of these Bylaws within 30 days of receiving the notice that the Board did not approve the proposal.

13.2 DUES OR ASSESSMENTS

The PSEC shall have the power to set the amount of annual dues or assessments, if any, for each category of Professional Staff membership, and to determine the manner of expenditure of such funds received as appropriate for purposes of the Professional Staff.

13.3 PROFESSIONAL STAFF LEGAL COUNSEL

The Professional Staff shall have the right to retain and be represented by independent legal counsel at the expense of the Professional Staff.

93

13.4 AUTHORITY TO ACT

Any Member or Members who act in the name of this Professional Staff without proper authority shall be subject to such disciplinary action as the PSEC may deem appropriate.

13.5 DIVISION OF FEES

Any division of fees by Members of the Professional Staff is forbidden and any such division of fees shall be cause for exclusion or expulsion from the Professional Staff.

13.6 PROFESSIONAL STAFF CREDENTIALS FILES

13.6.1 INDIVIDUAL MEMBER'S ACCESS TO THE FILE

A practitioner may have access to information in his or her Professional Staff file upon written request, which must include a reason that is satisfactory to the COS, as provided in this Section." Note that, if the PSEC has taken action against a physician and a hearing has been requested, there will be discovery rights as described in the fair hearing provisions. The Member may review, and receive a copy of, only those documents provided by or addressed personally to the Practitioner. A summary of all other information, including peer review committee findings, letters of reference, proctoring reports, complaints, etc., shall be provided to the Practitioner, in writing, by the designated officer of the Professional Staff, (at the time the Practitioner reviews his or her credentials file, within a reasonable time, as determined by the Professional Staff). Such summary shall disclose the substance, but not the source, of the information summarized. This summary shall be provided within 15 days unless the COS determines that more time is required.

The review by the Member shall take place in the Professional Staff Office, during normal work hours, with an officer or designee of the Professional Staff present.

13.6.2 MEMBER'S OPPORTUNITY TO REQUEST AN ADDITION OR DELETION TO THE FILE

When a Member has reviewed his or her file as provided above, he or she may address to the COS a written request for correction or deletion of information in his or her credentials file. Such request shall include a statement of the basis for the action requested. The PSEC will review the request, take such action as it deems warranted, and notify the Member, in writing as to the nature of that action. In any case, a Member shall have the right to add to his or her credentials file a statement responding to any information that has been disclosed. Any such written statement shall be addressed to the PSEC and shall be placed in the credentials file immediately following review by the PSEC.

94

13.7 PROFESSIONAL STAFF ROLE IN EXCLUSIVE CONTRACTING

The PSEC shall review and make recommendations to the Board regarding quality of care issues related to exclusive arrangements for Hospital-based practitioner services, for Hospital-based allied health professional or practitioner services, prior to any decision being made, in the following situations:

13.7.1 The decision to execute an exclusive contract in a previously open service.

13.7.2 The decision to renew or modify an exclusive contract in a particular service.

13.7.3 The decision to terminate an exclusive contract in a particular service.

13.8 OFF-SITE SOURCES

The Professional Staff will assess and recommend to the relevant Hospital authority off-site sources for needed patient care services not provided by the Hospital.

13.9 REQUIREMENTS FOR HISTORIES AND PHYSICALS

13.9.1 A medical history and physical examination must be completed and documented for each patient no more than 30 days before or 24 hours after admission or registration, but prior to surgery or a procedure requiring anesthesia services. The medical history and physical examination must be completed and documented by an appropriate practitioner, i.e., an MD or DO, DDS, DPM, Clinical Psychologist, oromaxillofacial surgeon, or other qualified licensed individual in accordance with California law and the Professional Staff’s Rules and Regulations.

13.9.2 An updated examination of the patient, including any changes in the patient's condition, must be completed and documented within 24 hours after admission or registration, but prior to surgery or a procedure requiring anesthesia services, when the medical history and physical examination are completed within 30 days before admission or registration. The updated examination of the patient, including any changes in the patient's condition, must be completed and documented by an appropriate practitioner, as defined above.

13.9.3 Additional requirements are set forth in the Professional Staff Rules and Regulations.

13.10 CONFLICT MANAGEMENT

13.10.1 Under the following circumstances, the PSEC shall initiate a conflict management process to address a disagreement between members of the Professional Staff and the PSEC about an issue relating to the Professional Staff’s documents or functions, including but not limited to a proposal to

95

adopt or amend the Professional Staff Bylaws, Rules and Regulations, or Policies; or a proposal to remove some authority delegated to the PSEC by the Professional Staff under these Bylaws:

(a) upon written petition signed by either:

(1) at least 25% of the voting members of the Professional Staff, or

(2) at least two-thirds (2/3) of the members of any Department of the Professional Staff; or

(b) upon the PSEC’s own initiative at any time; or

(c) as otherwise specified in these Bylaws.

13.10.2 A request to invoke the conflict management process must be submitted within any deadline specified in these Bylaws.

13.10.3 A petition to initiate the conflict management process shall designate two Active Professional Staff members to serve as representatives of the petitioners, describe the nature of the conflict, and state the reasons why the conflict management process should be utilized to address it.

13.10.4 With respect to each particular conflict, the PSEC shall determine and specify a process that the PSEC deems most appropriate to the issues and circumstances. At a minimum, the conflict management process shall do all of the following:

(a) provide a reasonably timely, efficient, and meaningful opportunity for the parties to express their views;

(b) require good-faith participation by representatives of the parties; and

(c) provide for a written decision or recommendation by the PSEC on the issues within a reasonable time, including an explanation of the PSEC’s rationale for its decision or recommendation.

13.10.5 At the PSEC’s discretion, the process for management of a conflict between the PSEC and Professional Staff members may include the involvement of a third party to facilitate or mediate the conflict management efforts.

13.10.6 This conflict management process shall be a necessary prerequisite to any proposal to the Board by Professional Staff members for adoption or amendment of a Bylaw, Rules and Regulations provision, or Policy not supported by the PSEC, including (but not limited to) a proposed Bylaws amendment intended to remove from the PSEC some authority that has been delegated to it by the Professional Staff.

96

13.10.7 Nothing in this Section is intended to prevent Professional Staff members from communicating with the Board about Professional Staff Bylaws, Rules and Regulations, or Policies, according to such procedures as the Board may specify.

ARTICLE 14. ADOPTION AND AMENDMENT OF BYLAWS

14.1 PROCEDURE

Upon recommendation of the Bylaws Committee, or upon its own initiative after consultation with the Bylaws Committee, the PSEC may propose amendments to the Professional Staff Bylaws.

All proposed Professional Staff Bylaws shall be presented at a regularly scheduled or special meeting of the Professional Staff. Mail notification of all Active Staff Members regarding Bylaw proposals must be mailed a minimum of 20 days prior to this meeting.

14.2 ACTION ON BYLAW CHANGE

These Bylaws may be adopted or amended by a simple majority of the votes cast by the Active Professional Staff by mail ballot which must be received within 30 days of the meeting.

14.3 APPROVAL

Bylaw changes adopted by the Professional Staff shall become effective following approval by the Board, which approval shall not be withheld unreasonably. Professional Staff Members are provided with electronic access to or copies (upon request) of the revisions in the Bylaws, Rules and Regulations, and Professional Staff policies. Neither the Professional Staff nor the Board may unilaterally amend the Professional Staff Bylaws. If approval is withheld, the reasons for doing so shall be specified by the Board in writing, and shall be forwarded to the COS, the PSEC and Bylaws committee.

14.4 AMENDMENTS BY PETITION

In addition to the mechanisms set forth above by which the Professional Staff may adopt PSEC-proposed amendments to these Bylaws, the Professional Staff may propose and adopt Bylaw amendments directly to the Board for its approval, but only in accordance with the following procedure:

14.4.1 A proposal to amend the Bylaws may be initiated by submitting to the Professional Staff Office a petition signed by at least 25% of Active Professional Staff members proposing a specific Bylaws amendment or amendments (which will constitute notice of the proposed Bylaws amendment(s) to the PSEC). Any such petition must identify two Active Professional Staff members who will serve as representatives and act on behalf of the petition signers in the processes described below (including any conflict management processes).

97

14.4.2 Upon submission of such a petition, the PSEC will determine whether it supports the proposed Bylaws amendment(s), and if so, the Professional Staff Office will arrange for a vote on the proposed Bylaws amendment(s) by the members of the Active Professional Staff according to the process described above for voting on PSEC-proposed Bylaws amendments.

(a) If the Professional Staff adopts the proposed Bylaws amendment(s) by a vote of the Professional Staff conducted according to the process described above, then the proposed Bylaws amendment(s) will be submitted to the Board for approval.

(b) If the Professional Staff does not adopt the proposed Bylaws amendment(s) by vote, then the proposed Bylaws amendment(s) will be deemed withdrawn.

14.4.3 If the PSEC does not support the proposed Bylaws amendment(s), the PSEC will notify the designated representatives in writing, and they will have 30 days from receipt of the notice to invoke the conflict management process described in Article 13, Section 13.10 of these Bylaws. If the conflict management process is not invoked within 30 days, it will be deemed waived and the proposed Bylaws amendment(s) will be deemed withdrawn.

14.4.4 If the conflict is not resolved by withdrawal of the proposed Bylaws amendment(s), or by PSEC support of the proposed Bylaws amendment(s) as modified in the conflict management process, then the proposed Bylaws amendment(s) will be submitted (in original form or, if the original proposed Bylaws amendment(s) has/have been modified in the conflict management process, then as modified) to the Professional Staff for a vote. The proposed Bylaws amendment(s) will be submitted to the Board if a majority of the Active Professional Staff members who vote cast their ballots in favor of the proposed Bylaws amendment(s).

14.4.5 A copy of the PSEC’s written statement of its decision and reasons issued at the conclusion of the conflict management process shall be provided to the Board along with any proposed Bylaws amendment(s) submitted to the Board after such process.

14.4.6 Such proposed Bylaws amendment(s) will become effective immediately upon Board approval, which shall not be withheld unreasonably.

14.4.7 If the Board does not approve the proposed Bylaws amendment(s), then the matter will be referred to the conflict management process set forth in Article 10, Section 10.3 of these Bylaws.

98

14.5 TECHNICAL AND EDITORIAL AMENDMENTS

The PSEC shall have authority to adopt non-substantive changes to the Bylaws, Rules and Regulations, and Policies such as reorganization or renumbering, and technical corrections needed due to errors in punctuation, spelling, grammar or syntax, and/or inaccurate or missing cross-references. Such changes shall not affect the interpretation or intent of the sections being changed. The PSEC may take action to implement such non-substantive changes by motion, in the same manner as any other motion before the PSEC. After approval by the PSEC, such technical corrections shall be communicated promptly in writing to the Board. Such amendments shall be effective immediately and shall become permanent if not disapproved by the Board within 90 days after PSEC adoption. Following approval by the Board, technical corrections will be communicated to the Professional Staff within reasonable time

14.6 EXCLUSIVITY

The mechanism described herein shall be the sole method for the initiation, adoption, amendment, or repeal of the Professional Staff Bylaws.

14.7 SUCCESSOR IN INTEREST/AFFILIATIONS

14.7.1 SUCCESSOR IN INTEREST

These Bylaws, and privileges of individual Members of the Professional Staff accorded under these Bylaws, will be binding upon the Professional Staff, and the Board of Directors of any successor in interest in this Hospital, except where Hospital Professional Staffs are being combined. In the event that the Staffs are being combined, the Professional Staffs shall work together to develop new Bylaws which will govern the combined Professional Staffs, subject to the approval of the Hospital's Board of Directors or its successor in interest. Until such time as the new Bylaws are approved, the existing Bylaws of each institution will remain in effect.

14.7.2 AFFILIATIONS

Affiliations between the Hospital and other Hospitals, health care systems or other entities shall not, in and of themselves, affect these Bylaws.

14.8 CONSTRUCTION OF TERMS AND HEADINGS

The captions or headings in these Bylaws are for convenience only and are not intended to limit or define the scope of or affect any of the substantive provisions of these Bylaws.