DEFINITIONS
For purposes of these Bylaws and all other incorporated documents, and unless stated otherwise, the following definitions will apply.

1. Medical Staff - the formal organization of physicians, podiatrists, dentists, oral surgeons and psychologists who are privileged to attend patients or to provide other diagnostic, therapeutic, teaching or research services at the Hospital, and shall include the various Departments, Committees, Sections and other subparts of the Medical Staff, as well as the members thereof.
2. Board of Directors and Governing Board - the groups responsible for conducting the ordinary business affairs of Boulder Community Hospital in Boulder, Colorado, which for purposes of these Bylaws and, except as the context otherwise requires, shall be deemed to act through the authorized actions of the officers of the corporation and through the Chief Executive Officer of Boulder Community Hospital.
3. Chief Executive Officer - the individual appointed by the Board of Directors to act on its behalf in the overall management of the hospital. The term Chief Executive Officer includes a duly appointed Acting Administrator serving when the Chief Executive Officer is away from the hospital. The Medical Staff may rely upon all actions of the Chief Executive Officer as being the actions of the Board of Directors taken pursuant to a proper delegation of authority from the Board of Directors.
4. Member - any physician, podiatrist, oral surgeon, dentist or psychologist appointed to, and maintaining membership in, any category of the Medical Staff in accordance with these bylaws.
5. Patient - any person at the hospital undergoing diagnostic evaluation or receiving medical treatment.
6. Clinical Privileges or clinical practice privileges or permission to practice - the permission granted to a member of the Medical Staff or an AHP, based upon an individual's professional license and experience, competence, ability and judgment, to render specific diagnostic or therapeutic services to Hospital patients.
7. Allied Health Professional - an individual, other than licensed physicians, podiatrists, dentists, oral surgeons or psychologists, who practices in areas identified by the Governing Board and who may be eligible to exercise practice privileges and prerogatives in conformity with the rules adopted by the Governing Board, Bylaws, rules and regulations of the Hospital and the Medical Staff. Notwithstanding any other provision of this Manual, Allied Health Professionals are not eligible for Medical Staff membership and are not entitled to any procedural rights under the Medical Staff's Fair Hearing Plan. Any procedural rights afforded to AHPs are set forth in the AHP Manual of the Medical Staff and approved by the Governing Board.
8. He or his - pronouns apply equally to both genders, male or female.
9. Hospital - Boulder Community Hospital.
10. Executive Committee - the Executive Committee of the Medical Staff (MEC), unless specific reference is made to the Executive Committee of the Governing Board of the Hospital.
11. Appointee - a practitioner appointed to the Medical Staff and/or granted clinical privileges for a provisional period as provided in this Manual.
12. Physician - an individual with an M.D. or D.O. degree who is licensed to practice medicine in Colorado.
13. Practitioner - any physician, podiatrist, dentist, oral surgeon, psychologist, or AHP, unless otherwise expressly provided, applying for Medical Staff membership or clinical privileges/practice privileges/permission to practice at the Hospital; or, any Medical Staff member or AHP Staff member who has been granted membership and/or privileges at the Hospital.
14. Designee - a qualified individual identified to fulfill the role of a Medical Staff Officer, Department or Committee Chair, or, Hospital CEO or Director. In order to ensure effectiveness and fairness, a Medical Staff or Hospital leader may, at their own discretion, designate an appropriate individual to serve in their role for any given circumstance or task. The established chain of command will typically be implemented when determining a Designee.
15. The Joint Conference Committee of the hospital shall include the President, President-Elect, and Immediate Past President of the Medical Staff and three (3) members of the Governing Board of the Hospital and the Chief Executive Officer of the hospital.
16. The Credentialing Manual, Rules and Regulations, Fair Hearing Plan, Quality Assessment Plan and Organization and Functions Manual ("Manuals"), which have been recommended by the Medical Executive Committee and adopted by the Board, are hereby incorporated by reference into these Medical Staff Bylaws.

ARTICLE I: NAME

The name of this organization shall be the Medical Staff of Boulder Community Hospital.

ARTICLE II: PURPOSE

The purpose of this organization is to bring the physicians, podiatrists, oral surgeons, dentists and psychologists who practice at Boulder Community Hospital together into a cohesive body to promote appropriate patient care. The Medical Staff will be accountable to the Governing Board of the Hospital for the quality of care, treatment and services provided to patient by the Medical Staff and those practitioners holding privileges.

To this end, the Medical Staff will:

1. Provide a formal organization structure through these bylaws and the policies, rules, manuals, guidelines and requirements of the Hospital and its Medical Staff which define the responsibilities, authority and accountability of the Medical Staff and the individual members thereto;
2. Provide a means by which the Medical Staff can communicate with the Board and participate in the Hospital’s policymaking and planning processes, and through which such policies and plans are communicated to the Medical Staff members;
3. Provide mutual educational, consultative and professional support in providing patients with a uniformed quality of care that is commensurate with acceptable standards and available community resources; and,
4. Provide leadership in serving as the primary means for accountability to the Board concerning professional performance of practitioners with clinical privileges/practice prerogatives authorized to practice at the Hospital with regard to the performance improvement, quality/appropriateness of health care.

SECTION 1. NATURE OF MEDICAL STAFF MEMBERSHIP

Membership on the Medical Staff of Boulder Community Hospital is a privilege which shall be extended only to professionally competent physicians, podiatrist, dentist, oral surgeons, and psychologists, who continuously meet the qualifications, standards and requirements set forth in these bylaws and associated manuals/policies of the Medical Staff and Boulder Community Hospital.

SECTION 2. QUALIFICATIONS FOR MEMBERSHIP

1. Only practitioners with Doctor of Medicine, Doctor of Osteopathy, Doctor of Dental Science (oral surgeon or dentist) Doctor of Podiatric Medicine or Doctor of Psychology degrees, holding a license to practice in the State of Colorado, who can document their background, experience, training, judgment, individual character and demonstrated competence, physical and mental capabilities, adherence to the ethics of their profession and ability to work with others with sufficient adequacy to assure the Medical Staff and the Board of Directors that any patient treated by them in the hospital will receive care of a quality that is consistent with standards of the Board and the Medical Staff, shall be qualified for membership on the Medical Staff. No MD, DO, DPM, DDS, or PsyD/PhD shall be entitled to membership on the Medical Staff or to the exercise of particular clinical privileges in the hospital merely by virtue of licensure to practice in this or in any other state, or of membership in any professional organization, or of privileges at another hospital.
2. Meets all requirements noted in the Medical Staff Credentialing Manual.
3. Exceptions to the qualifications noted in this Article may be made only by the Board, after recommendation of the Joint Conference.

SECTION 3. NONDISCRIMINATION

The Hospital will not discriminate in granting staff appointment and/or clinical privileges on the basis of mental or physical disability, national origin, religion, ancestry, gender variance, age, sex, race, creed, color, sexual orientation, or other health care organization affiliation.

SECTION 4. CONDITIONS AND DURATION OF APPOINTMENT

1. Initial appointments and reappointments to the Medical Staff shall be made by the Board of Directors. The Board shall act on appointments and reappointments only after there has been a recommendation from the Medical Executive Committee in accordance with the provisions of these bylaws and related manuals.
2. Appointments to the Medical Staff will be for no more than twenty-four months.
3. Appointment to the Medical Staff shall confer on the appointee only such clinical privileges as have been granted.
4. Applicants are not eligible to apply for appointment to the Medical Staff if the Hospital does not currently have adequate facilities and support services for the appointee or his patients. The Board may decline to accept, or have the Staff review, requests for appointment for privileges that are not within the scope of services, capacity, capabilities and business plan of the Hospital.

1. Annual Medical Staff dues shall be governed by the most recent action, which has been recommended by the Medical Executive Committee and adopted at a general or special staff meeting.
2. Retired Staff members will not be required to pay dues.
3. Dues shall be due and payable within 90 days of initial notice for payment. Failure to pay dues shall be construed as a voluntary resignation from the Medical Staff.
4. Exceptions to dues requirements may be made by the Medical Executive Committee.

SECTION 6. ETHICAL REQUIREMENTS

It is the policy of this hospital that all individuals within hospital facilities be treated courteously, respectfully, and with dignity at all times. To that end, the Medical Staff requires that members and allied health professionals associated with the hospital, conduct themselves in a professional and cooperative manner within the hospital or any of the hospital's properties, or when otherwise acting on behalf of the hospital, as defined by the Hospital’s Code of Ethics The Code of Ethics addresses quality patient care, patient disclosures regarding outcomes (including care, treatment or functionality), respect for persons, avoidance of conflict of interest, ethical business practices, third party relationships and commitment.

If Medical Staff members or allied health professionals fail to conduct themselves appropriately or in the required manner, the matter shall be addressed in accordance with the appropriate hospital or medical staff policy.

SECTION 7. RESPONSIBILITIES OF MEMBERSHIP

1. Each Medical Staff member directs the care of their patients. They are not responsible for the actions of other physicians, podiatrists, oral surgeons, dentists, or psychologists; nor any allied health professional, unless under their supervision.
2. All members of the Medical Staff and all practitioners who are granted clinical privileges shall participate in the Organized Health Care Arrangement ("OHCA") established by Boulder Community Hospital and the Medical Staff of Boulder for the purpose of facilitating the sharing of Protected Health Information (as defined in Hospital policies) of Hospital patients for purposes of treatment, payment and health care operations within the Hospital in accordance with applicable laws and regulations and shall comply with all Hospital policies related to the OHCA.

1. Qualifications.
   An appointee may be appointed to the Active Medical Staff category if the appointee:
1. Meets all qualifications for Medical Staff Membership as set forth in the Medical Staff Bylaws and Credentialing Manual.
2. Admits, attends or is involved at the Hospital in the diagnosis, treatment or care of a minimum of six (6) patients per year or is significantly involved in Medical Staff or Hospital activities or is employed by a BCH owned physician practice and is able to demonstrate current competence to practice medicine and exercise all requested privileges. "Significantly involved" as used in this Section means that the appointee serves on Hospital or Medical Staff committees or otherwise serves in a leadership position on the Medical Staff or in a Hospital department.
2. Responsibilities.
   Appointees to this category must:
1. Meet the basic obligations of Medical Staff Membership as set forth in the Medical Staff Bylaws, Manuals and rules and regulations.
2. Serve on Medical Staff or Hospital committees as assigned and otherwise contribute to the organizational and administrative functions of the Medical Staff.
3. Actively participate in the recognized functions of the Medical Staff, including without limitation, quality improvement, professional review and other monitoring activities, proctoring initial appointees during their provisional period, and other Medical Staff functions as may be assigned.
4. Participate in the emergency department or other specialty coverage programs, as designated by the Medical Executive Committee or applicable Department and as set forth in the applicable Medical Staff Manuals, rules and regulations.
3. Prerogatives.
   Appointees to this Category may:
1. Exercise all clinical privileges granted by the Board.
2. Attend meetings of the Medical Staff and department or section to which the appointee is assigned and any Medical Staff or Hospital education programs.
3. Vote on all matters presented at general and special meetings of the Medical Staff, and of the department, section(s), and committees of which he is appointed.
4. Hold office and sit on, or be the chairperson of, any department, section or committee, unless otherwise specified in the Medical Staff Bylaws or Manuals.

1. Qualifications
   An appointee may be appointed to the Associate Medical Staff category if the appointee:
1. Meets all qualifications for Medical Staff Membership as set forth in the Medical Staff Bylaws and Credentialing Manual.
2. Admits, attends or is involved at the Hospital in the diagnosis, treatment or care of a minimum of three patients (not to exceed 5 patients, which would qualify for active category) per year and is able to demonstrate current competence to practice medicine and exercise all requested privileges.
3. Is a member of the Active Staff of at least one other hospital in Colorado or has an active outpatient practice.
4. Does not meet the qualifications of paragraphs 2 and 3 above, but has been an Active Member of the Medical Staff for four years.
2. Responsibilities.
   Appointees to this category must:
1. Meet the basic obligations of Medical Staff Membership as set forth in the Medical Staff Bylaws, Manuals and rules and regulations. As an Associate member you will be required to proctor initial appointees during their provisional period, if assigned this responsibility by the Medical Staff.
2. Participate in the emergency department or other specialty coverage programs, unless otherwise designated by the applicable department and approved by the Medical Executive Committee and the Governing Board and as set forth in the applicable Medical Staff Manuals, rules and regulations.
3. Prerogatives.
   Appointees to this category may:
1. Exercise all clinical privileges granted by the Board, except that in times of high patient occupancy Active Members shall be granted priority in the utilization of Hospital resources, including admissions.
2. Attend meetings of the Medical Staff and department or section to which the appointee is assigned and any Medical Staff or Hospital education programs.
3. May serve on Medical Staff or Hospital committees, as assigned.

1. Qualifications.
   An appointee may be appointed to the Affiliate Medical Staff category if the appointee:
1. Meets all qualifications for Medical Staff Membership as set forth in the Medical Staff Bylaws and Credentialing Manual, except that an Affiliate appointee shall not be required to have actively practiced in an accredited hospital within two of the last five years and is not required to have an office or residence within 60 miles of the Hospital.
2. Refers or treats at least one patient per year at the Hospital.
3. Is able to demonstrate current competence to practice medicine and exercise all requested privileges. If the appointee practices primarily in a non-hospital setting, he shall provide at least three positive references from practitioners (two of whom must be other than the practitioner's business partners) with whom he practices or to whom he refers patients for hospitalization, including at least two Active or Associate Members of the Medical Staff.
2. Responsibilities.
   Appointees to this category must:
1. Meet the basic obligations of Medical Staff Membership as set forth in the Medical Staff Bylaws, Manuals and rules and regulations.
2. Obtain a co-admitter for each admission to the Hospital. The co-admitter must be an Active or Associate Member of the Medical Staff. The co-admitter must co-manage the care of the patient with the Affiliate Member and must be actively involved in the treatment of the patient and must perform concurrent review of the care provided by the Affiliate Member.
3. Prerogatives.
   Appointees to this category may:
1. Exercise all clinical privileges granted by the Board except that in times of high patient occupancy, Active and Associate Members shall be granted priority in the utilization of Hospital resources, including admissions.
2. Attend meetings of the Medical Staff and department or section to which the appointee is assigned and any Medical Staff or Hospital education programs.
3. May serve on Medical Staff or Hospital committees, as assigned.

1. Qualifications.
   An appointee may be appointed to the Part-Time Medical Staff category if the appointee:
1. Meets all qualifications for Medical Staff membership as set forth in the Medical Staff Bylaws and Credentialing Manual.
2. Admits, attends or is involved at the Hospital in the diagnosis, treatment of or care of patients and is able to demonstrate current competence to practice medicine and exercise all requested privileges.
3. Is on the Active Staff of at least one other hospital in Colorado or has an outpatient practice, but does not have to have an office or residence within 60 miles of the Hospital.
4. Has an association with member(s) of the BCH Medical Staff related to the provision of part-time coverage for defined periods of time not to exceed ninety (90) days annually.
2. Responsibilities.
   Appointees to this category must:
1. Meet the basic obligations of Medical Staff Membership as set forth in the Medical Staff Bylaws, Manuals and rules and regulations.
2. Maintain current documentation of Colorado licensure and DEA certification, provide documentation of insurance coverage at least 48 hours prior to every term of employment/coverage.
3. Complete the standard credentialing processes for membership and privileges.
3. Prerogatives.
   Appointees to this category may:
1. Exercise all clinical privileges granted by the Board, except in times of high patient occupancy, Active members shall be granted priority in the utilization of Hospital resources, including admissions.
2. Attend meetings of the Medical Staff and department or section to which the appointee is assigned and any Medical Staff or Hospital education programs, but may not vote or hold office.

1. Qualifications.
   Appointees to this category shall:
1. Consist of Medical Staff appointees who are not requesting hospital privileges but want to actively participate in recognized functions of the medical staff appointment and discharge other staff functions as may be required from time to time.
2. Direct patients to the hospital only through referral of patients.
3. Complete the application process, but will be exempt from current DEA, malpractice insurance and TB screening documentation.
2. Responsibilities.
   Appointees to this category must:
1. Meet the basic obligations of the Medical Staff Membership as set forth in the Medical Staff Bylaws, Manuals and Rules & Regulations.
2. Maintain current documentation of Colorado licensure.
3. Submit current TB screening documentation, as requested.
3. Prerogatives.
   Appointees to this category may:
1. Visit patients, review medical records and write courtesy notes. (No admitting, consulting or surgical privileges are granted.)
2. Not write orders, progress notes, participate in surgery, or actively participate in the direct provision of patient care.
3. Contribute to the organization and administrative affairs of the Medical Staff.
4. Serve on Medical Staff or Hospital committees as assigned.
5. Attend Medical Staff meetings and CME activities.

SECTION 6. RETIRED PRACTITIONERS
Retired Practitioners are not eligible to admit patients to the hospital or to exercise clinical privileges in the hospital. Retired Practitioners do not hold clinical privileges or staff membership. Full access to library services and continuing medical education presentations will be permitted with no charge to members who retire in good standing.

SECTION 7. LEAVE OF ABSENCE
Members of the Medical Staff may apply for a leave of absence not to exceed twenty-four (24) months. Reinstatement of privileges must be requested pursuant to the procedures set forth in the Credentialing Manual. The practitioner is not required to maintain current liability insurance coverage during the leave but must meet basic obligations listed in Section IV of the Credentialing Manual.

ARTICLE IV. OFFICERS

SECTION 1. OFFICERS OF THE MEDICAL STAFF

The officers of the Medical Staff shall be:
A. President
B. President-Elect
C. Immediate Past President (e.g. Past President)

SECTION 2. QUALIFICATION OF OFFICERS

Officers must be members of the Active Medical Staff in good A. Qualifications.
An appointee may be appointed to the Part-Time Medical Staff category if the appointee:
1. Meets all qualifications for Medical Staff membership as set forth in the Medical Staff Bylaws and Credentialing Manual.
2. Admits, attends or is involved at the Hospital in the diagnosis, treatment of or care of patients and is able to demonstrate current competence to practice medicine and exercise all requested privileges.
3. Is on the Active Staff of at least one other hospital in Colorado or has an outpatient practice, but does not have to have an office or residence within 60 miles of the Hospital.
4. Has an association with member(s) of the BCH Medical Staff related to the provision of part-time coverage for defined periods of time not to exceed ninety (90) days annually.
B. Responsibilities.
Appointees to this category must:
1. Meet the basic obligations of Medical Staff Membership as set forth in the Medical Staff Bylaws, Manuals and rules and regulations.
2. Maintain current documentation of Colorado licensure and DEA certification, provide documentation of insurance coverage at least 48 hours prior to every term of employment/coverage.
3. Complete the standard credentialing processes for membership and privileges.
C. Prerogatives.
Appointees to this category may:
1. Exercise all clinical privileges granted by the Board, except in times of high patient occupancy, Active members shall be granted priority in the utilization of Hospital resources, including admissions.
2. Attend meetings of the Medical Staff and department or section to which the appointee is assigned and any Medical Staff or Hospital education programs, but may not vote or hold office.

SECTION 3. ELECTION OF OFFICERS

1. Only members of the Active Medical Staff shall be eligible to vote. All officers will be confirmed by the Board.
2. A nominating committee shall be appointed by the Medical Executive Committee and may include members of the Medical Executive Committee. This committee shall offer one or more nominees for each office including Executive Committee at-large position. Nominations must be announced, and the names of the nominees distributed to all members of the Active Medical Staff at least 30 days prior to the election.
3. General staff nominations may also be made by petition signed by at least 10% of the members of the Active Staff. Such petition must be submitted at least 15 days prior to the election.

SECTION 4. TERM OF OFFICE
The term of office for the President shall be two years. The terms of office for the President-Elect and Past President shall be one year. Each officer shall serve in office until the end of his/her term or until a successor is duly elected and qualified. The President-Elect shall automatically succeed the President at the end of his/her term. The President shall automatically serve as Immediate Past President. All terms shall commence on the first day of the Medical Staff year (January-December) following the election.

SECTION 5. VACANCIES IN OFFICE
If there is a vacancy in the office of the President, the President-Elect shall serve the remainder of the term. If a vacancy occurs for President-Elect, the Medical Executive Committee will nominate and conduct an election in a timely manner.

The term of office for the President shall be two years. The terms of office for the President-Elect and Past President shall be one year. Each officer shall serve in office until the end of his/her term or until a successor is duly elected and qualified. The President-Elect shall automatically succeed the President at the end of his/her term. The President shall automatically serve as Immediate Past President. All terms shall commence on the first day of the Medical Staff year (January-December) following the election.

SECTION 6. DUTIES OF OFFICERS

1. President - The President shall serve as the chief administrative officer of the Medical Staff and will fulfill those duties specified in the Organization and Functions Manual and in the related job description.
2. President-Elect - In the absence of the President, the President-Elect shall assume all the duties and have the authority of the President. He/she shall perform such further duties to assist the President as the President may from time to time request. He/she shall also be a member of the Credentials Committee.
3. Past President - The Past President, in the absence of the President or President-Elect, will assume the duties of the President and have the authority of the President. S/he will be a member of the Medical Executive Committee.

SECTION 7. REMOVAL FROM OFFICE
The Board, acting on its own initiative, may remove any officer, only after a Joint Conference with representatives of the Medical Executive Committee, Administration, and the Board; two-thirds of the Medical Executive Committee shall concur with the Board's decision to remove an officer. The affected individual will not be present for such a Joint Conference.

The Medical Staff may remove any officer by petition of twenty-five percent (25%) of the Active staff members and a subsequent two-thirds (2/3) vote by ballot of the Active Staff present and voting at a meeting called for such purposes. Conditions for removal of officers include, but are not limited to, malfeasance, failure to perform duties as provided in the Bylaws, associated documents or other policies & procedures of the medical staff, loss of medical staff membership, or loss of license to practice medicine.

ARTICLE V. DEPARTMENTS

SECTION 1. PURPOSE & ORGANIZATION OF DEPARTMENTS

The Medical Staff shall be departmentalized. Each department shall report to the Medical Executive Committee and shall be responsible for the promotion of quality care at Boulder Community Hospital and for reviewing the professional performance of members rendering care at Boulder Community Hospital. These functions, as delineated in the Organization and Functions Manual, shall be conducted by the Department Committees, who are acting as the professional review committee performing the peer review function in accordance with the provisions of Section 12-36.5-101 (et. seq.), CRS. The Committees will be composed of Section Chiefs and other Department representatives, as deemed appropriate. Sections representing particular specialties may be established by the departments as specified in the Organization & Functions Manual. Such sections shall be directly responsible to a department. Each department shall have a chairperson with overall responsibility for the supervision and satisfactory discharge of the functions of the department. If sub-specialists choose to form sections, they will select their own section chief. Current departments and sections are listed in the Organization and Functions Manual.

SECTION 2. QUALIFICATIONS, SELECTION AND TENURE OF DEPARTMENT CHAIRPERSON

1. Each chairperson shall be a member of the Active Medical Staff, will be board certified, or considered comparably qualified by the Medical Executive Committee and shall meet the position requirements as specified in their job description.
2. Department chairpersons will be elected by their department and approved by the Board upon receipt of a recommendation of the Medical Executive Committee.
3. Department chairpersons may be removed from office by the:
1. Board of Directors after a two-thirds vote of the Medical Executive Committee, or
2. By a two-thirds vote of the departmental members.
Removal by either the Board or the Medical Staff shall only be for failure to conduct those responsibilities assigned, as a chairperson and/or a member of the Medical Staff within these Bylaws or other policies and procedures of the medical staff.

4. Department chairpersons will serve for one year and may repeat as Chairman if re-elected.
5. Chairpersons shall serve an additional year as the past chairperson to provide assistance and guidance to the newly elected chairperson.

SECTION 3. FUNCTIONS OF DEPARTMENT CHAIRPERSONS

Each Department Chairperson shall fulfill those duties specified in the Organization and Functions Manual and in the related job description.

ARTICLE VI. COMMITTEES

SECTION 1. MEDICAL EXECUTIVE COMMITTEE

The Medical Executive Committee, as defined in the Organization and Functions Manual, is empowered to represent and act for the Medical Staff in the interval between Medical Staff meetings, subject to such limitations as may be imposed by these Bylaws. The MEC shall perform or direct the performance of duties relative to the key functions of governance. All additional Medical Staff Committees shall report to the Medical Executive Committee.

QUALIFICATIONS, SELECTION AND TENURE OF MEDICAL EXECTIVE COMMITTEE MEMBERS-AT-LARGE

1. Each elected member-at-large shall be a member of the Active Medical staff, will be board certified, or considered comparably qualified by the Medical Executive Committee and shall meet the position requirements as specified in their job description.
2. Each member-at-large will be elected by the Medi al Staff and approved by the Board upon receipt of a recommendation of the Medical Executive Committee.
3. A member-at-large may be removed from office by the:
1. Board of Directors after a two-thirds vote of the Medical Executive Committee, or
2. By a two-thirds vote of the departmental members. Removal by either the Board or the Medical Staff shall only be for failure to conduct those responsibilities assigned, as a member-at-large and/or a member of the Medical Staff within these Bylaws or other policies and procedures of the medical staff.
4. Members-at-large will serve for one year and may repeat if re-elected.

1. An annual meeting of the Medical Staff shall be held. Written notice of the meeting shall be sent to all medical staff members and conspicuously posted. The agenda of the meeting may include reports on review and evaluation of the work done in the departments, election of officers and the conduct of other medical staff business.
2. The primary objective of the meetings shall be to report on the activities of the staff and to conduct other business as may be on the agenda. Written minutes of all meetings shall be prepared and recorded.

1. The President may call a special meeting of the Medical Staff at any time. The President shall call a special meeting within twenty (20) days after receipt of a written request therefore signed by not less than ten percent of the Active Medical Staff, or upon a resolution by the Medical Executive Committee. Such request or resolution shall state the purpose of the meeting. The President shall designate the time and place of any special meeting.
2. Written or printed notice stating the time, place and purposes of any special meeting of the Medical Staff shall be conspicuously posted and shall be sent to each member of the Medical Staff at least 7 days before the date of such meeting. The attendance of a member of the Medical Staff at a meeting shall constitute a waiver of notice of such meeting. No business shall be transacted at any special meeting, except that stated in the notice of such meeting.
3. A special meeting of any committee or department may be called by or at the request of the Chairperson or Director thereof, or by the President.

SECTION 3. REGULAR MEETINGS

Committees may, by resolution, provide the time for holding regular meetings without notice other than such resolution.

SECTION 4. QUORUM

Quorum will consist of all those active members present and voting.

SECTION 5. ATTENDANCE REQUIREMENTS

Members of the Medical Staff are encouraged, but not required, to attend meetings of the Medical Staff. Medical Executive, Credentials Committee Members, Quality Committee Chair, Section Chiefs, Department Chairs, President of the Medical Staff and President Elect of the Medical Staff are expected to attend at least seventy-five percent (75%) of the meetings held.

SECTION 6. SPECIAL APPEARANCE OR CONFERENCES

1. Whenever a staff or department educational program is prompted by findings of quality improvement program activities, the practitioner whose performance prompted the program will be notified of the time, date and place of the program, of the subject matter to be covered, and its special applicability to the practitioner's practice. Except in unusual circumstances, he will be required to be present.
2. Whenever a pattern of suspected deviation from standard clinical or professional practice is identified, the President or the applicable department chairperson may require the practitioner to confer with him or with a standing or ad hoc committee that is considering the matter. The practitioner will be given special notice of the conference at least five days prior to the conference, including the date, time and place, and a statement of the issue involved, and that the practitioner's appearance is mandatory. Failure of the practitioner to appear at any such conference, after three opportunities, unless excused by the MEC upon showing good cause, will result in an administrative suspension of all or such portion of the practitioner's clinical privileges as the MEC may direct. Such a suspension shall not entitle the member a right to a hearing. A suspension under this Section will remain in effect until the matter is resolved by subsequent action of the MEC and the Board of Directors. Such resolutions shall be made in a timely manner.

SECTION 7. PARTICIPATION BY CHIEF EXECUTIVE OFFICER

The Chief Executive Officer or any representative assigned by the Chief Executive Officer may attend any committee, department or section meetings of the Medical Staff.

SECTION 8. ROBERT'S RULES OF ORDERS

When needed, the latest edition of ROBERT'S RULES OF ORDERS shall prevail at all meetings of the General Staff, Medical Executive Committee, and departmental meetings.

SECTION 9. NOTICE OF MEETINGS

Written notice stating the place, day and hour of any special meeting or of any regular meeting not held pursuant to resolution shall be delivered, posted, or sent to each member of the committee or department not less than three days before the time of such meeting by the person or persons calling the meeting. The attendance of a member at a meeting shall constitute a waiver of notice of such meeting.

SECTION 10. ACTION OF COMMITTEE/DEPARTMENT

The action of a majority of its members present at a meeting at which a quorum is present shall be the action of a committee or department.

SECTION 11. RIGHTS OF EX OFFICIO MEMBERS

Except as otherwise provided in these bylaws, persons serving as ex officio members of a committee shall have all rights and privileges of regular members thereof, except they shall not vote.

SECTION 12. MINUTES

Minutes of each regular and special meeting of a committee or department shall be prepared and shall include a record of the attendance of members and the vote taken on each matter. The minutes of each meeting shall be considered valid upon approval of the committee/department. Summaries of each meeting shall be reported to the Medical Executive Committee. Each committee and department shall maintain a permanent file of the minutes of each meeting.

ARTICLE VIII. MEMBERS’ RIGHTS

SECTION 1.

Each member of the Medical Staff has the right to an audience with the Medical Executive Committee. In the event a member is unable to resolve a difficult issue with his/her respective department chair, that member may, upon presentation of a written notice, meet with the Medical Executive Committee to discuss the issue.

SECTION 2.

Any member has the right to initiate a recall election of a medical staff officer and/or department chair. A petition for such recall must be presented signed by at least ten percent of the members of the Active Staff. Upon presentation of such valid petition, the Medical Executive Committee will schedule a special general staff meeting for purposes of discussing the issue and, if appropriate, entertain a no confidence vote.

SECTION 3.

Any member may call a general staff meeting, upon presentation of a petition signed by ten percent of the members of the Active Staff. The Medical Executive Committee will schedule a general staff meeting for the specific purpose addressed by the petitioners. No business other than that in the petition may be transacted.

SECTION 4.

Any member may raise a challenge to any rule, regulation, or policy, including, but not limited to: the Credentialing Manual, the Quality Assessment Plan, the Organization and Functions Manual and the Fair Hearing Plan, established and approved by the Medical Executive Committee. In the event a rule, regulation, or policy is felt to be inappropriate, any member may submit a petition signed by ten percent of the members of the Active Staff. When such petition has been received by the MEC, it will either: (1) provide the petitioners with information clarifying the intent of such rule, regulation or policy and/or (2) schedule a meeting with the petitioners to discuss the issue.

SECTION 5.

Any section/subspecialty group may request a department meeting when a majority of the members/subspecialists believe that the department has not acted in an appropriate manner, or when pertinent issues arise that the subspecialties need to discuss and resolve.

SECTION 6.

Sections 1 through 5 do not pertain to issues involving disciplinary action, denial of requests for appointment or clinical privileges or any other matter relating to individual "credentialing" actions. Section 7 and the Fair Hearing Plan provide recourse in these matters.

SECTION 7.

Any member of the Medical Staff has a right to a hearing/appeal pursuant to the Fair Hearing Plan in the event that certain actions are taken or recommended by the Medical Executive Committee or the Board. (See the Fair Hearing Plan for these actions.)

ARTICLE IX. REVIEW, REVISION, ADOPTION AND AMENDMENT

SECTION 1. MEDICAL STAFF RESPONSIBILITY

The Medical Staff shall have the responsibility to formulate, review, adopt and recommend to the Board, Medical Staff Bylaws and amendments thereto, which shall be effective when approved by the Board. Such responsibility shall be exercised in good faith and in a reasonable, responsible, and timely manner.

SECTION 2. METHODS OF ADOPTION AND AMENDMENT

Neither the Medical Staff or the Board may unilaterally adopt or amend the Medical Staff Bylaws or Manuals.
Medical Staff Bylaws and Manuals may be adopted, amended or repealed by the following actions.

1. Medical Executive Committee Action. The Medical Executive Committee may make minor corrections or changes to the bylaws and manuals when such correction or change is necessary due to spelling, punctuation, grammar, context or if required by law. No prior notice of such changes is required. All changes thus made will be reported at the next meeting of each department and to the Board.
2. Amendments to Bylaws. These Bylaws may be amended by the affirmative vote of two-thirds of the Medical Executive Committee members present and eligible to vote at a regular or special meeting or by a two-thirds vote of those members of the Medical Staff present at a scheduled meeting of the Medical Staff. All members of the Medical Executive Committee shall be given written notice of such meeting and informed that a vote on the proposed amendment(s) will occur at the meeting. A copy of the proposed amendment(s) will be provided with the notice of the meeting. If approved by the Medical Executive Committee or by a two-thirds vote of those members of the Medical Staff present at a scheduled meeting of the Medical Staff, the proposed amendments shall be forwarded to the Board for final approval. A summary of all amendments to the Bylaws shall be provided to all Members and Allied Health Professionals. This section shall not apply to changes made pursuant to Section 2.A. above.
3. Amendments to Manuals. The Manuals may be amended by a two-thirds vote of the Medical Executive Committee at a regular or special meeting. All members of the Medical Executive Committee shall be given written notice of such meeting and informed that a vote on the proposed amendment(s) will occur at the meeting. A copy of the proposed amendment(s) will be provided with the notice of the meeting. If approved by the Medical Executive Committee, the proposed amendments shall be forwarded to the Board for final approval. A summary of all amendments to the Bylaws shall be provided to all Members and Allied Health Professionals.
4. Board Action. Any amendments approved by the Medical Executive Committee may then be adopted by the affirmative vote of the majority of the Board of Directors.

ARTICLE X. CONFIDENTIALITY, IMMUNITY AND RELEASE OF LIABILITY

Section 1. DEFINITIONS.
For the purposes of this Article, the following definitions shall apply:

1. The term “INFORMATION” is defined as all acts, communications, interviews, opinions, conclusions, records of proceedings, investigations, hearings, meetings, minutes, other records, reports, memoranda, statements, recommendations, actions, findings, evaluations, data, and other disclosures, whether in writing, recorded, computerized or oral form, relating to professional qualifications, clinical ability, judgment, character, physical and mental health, emotional stability, professional ethics, or any other matter that might directly or indirectly affect the quality of patient care provided at the Hospital.
2. The term “HEALTH PRACTITIONER” is defined as a practitioner or any other individual who is applying for or has Medical Staff membership or who is applying for or who has clinical or practice privileges at the Hospital.
3. The term “REPRESENTATIVE” is defined as the Hospital, its Governing Board, any director, a Committee or the Chief Executive Officer or attorney of the Hospital or other health care institution or their designee; registered nurses and other employees or agents of the Hospital or other health care institution; a Medical Staff entity and any member, officer, attorney, Department or Committee thereof, or organization of health practitioners, a professional review organization, professional review or peer review body or committee, a state or local board of medical or professional quality assurance, and any members, officer, Department or Committee thereof; and any individual authorized by any of the foregoing to perform specific Information gathering, analysis, use or disseminating functions.
4. The term “THIRD PARTIES” is defined as both individuals and organizations providing Information to any Representative, including the National Practitioner Data Bank and other data bases.

1. A Health Practitioner who applies for or exercises clinical or practice privileges at the Hospital authorizes Representatives to obtain, provide and act on Information related to his professional ability, ethics and other qualifications and authorizes Third parties and their Representatives to provide such Information, even if the Information is otherwise privileged or confidential. The Health Practitioner waives all legal claims against any Representative or Third Party for providing, obtaining or acting on the Information, to the fullest extent permitted by law.
2. The provisions of this Article are express conditions of application for and continuation of membership on the Medical Staff and the exercise of clinical or practice privileges at the Hospital.
3. The Hospital, Medical Staff and other practitioners are obligated by state and federal law to report certain conduct or actions, and any Health Practitioner who applies for or exercises clinical or practice privileges at the Hospital waives all legal claims against any person who makes such a report, to the fullest extent permitted by law.

Section 3. CONFIDENTIALITY OF INFORMATION.

Information with respect to any Health Practitioner submitted, collected or prepared by any Representative or any other health care facility or organization or medical staff for the purpose of peer review, utilization review or the evaluation or improvement of the quality of patient care provided at the Hospital shall, to the fullest extent permitted by law, and in these bylaws, be confidential and shall not be disclosed to anyone other than a Representative nor be used in any way except as provided in these Bylaws or as required by law. Such confidentiality shall also extend to Information of like kind that may be provided by Third Parties. This Information shall not become part of any particular patient's record.

Section 4. IMMUNITY FROM LIABILITY.

1. For Action Taken.
   Each Representative shall be immune and exempt to the fullest extent permitted by law, and these bylaws, from liability to a Health Practitioner for damages or other relief for any decision, opinion, action, statement or recommendation made within the scope of his duties as a Representative and for providing Information, including otherwise privileged or confidential Information, to a Representative or Third Party concerning a Health Practitioner.
2. Activities and Information Covered.
   The confidentiality and immunity provided by this Article shall apply to all acts, communications, reports or disclosures performed or made in connection with the Hospital's or any other health care facility's or organization's activities concerning, but not limited to:
1. Applications for appointment and reappointment of Medical staff memberships, and, clinical or practice privileges.
2. Investigations and Corrective Action, including Summary Suspension and Automatic Suspension.
3. Hearings and appellate reviews.
4. Hospital, Department, Committee, Section or other Medical Staff activities related to monitoring, maintaining, and improving the quality and efficiency of patient care, appropriate utilization, and appropriate professional conduct.
5. Peer review activities, recommendations or reports, reports to federal, state or local reporting bodies, including, but not limited to, the National Practitioner Data Bank, quality assurance bodies and the Boards of Medical Examiners.

Section 5. RELEASE.

Each Health Practitioner, upon request of the Hospital or the Executive Committee, shall be required to and shall execute general and specific releases to comply with this Article. Execution of such releases shall be a prerequisite to the processing of applications and reapplications for Medical Staff membership and for clinical or practice privileges. Execution of such releases are not, however, necessary to carry out the provisions of this Article.

Section 6. CUMULATIVE EFFECT

Provisions in these bylaws and in application forms relating to authorizations, confidentiality of Information and immunities and exemptions from liability are in addition to other protections provided by federal and Colorado law.

ADOPTED BY THE BOARD OF DIRECTORS ON OCTOBER 21, 1997, AFTER RECEIPT OF ARECOMMENDATION BY THE MEDICAL STAFF.

AMENDED BY THE BOARD OF DIRECTORS IN OCTOBER 2005, AFTER RECEIPT OF A RECOMMENDATION BY THE MEDICAL STAFF.

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