Article VI - Medical Staff
Section 1 - Organization/Duties
Section 2 - Duties of the Medical Executive Committee
Section 3 - Contractual, Medico-Administrative and Special Staff Officers
Section 4 - Board Action
The Governing Body of Memorial Hospital of Union County is organized in accordance with the Ohio Revised Code Section 339. The Governing Body is responsible for establishing policy, maintaining quality patient care, and providing for the institutional management and planning by establishing Memorial Hospital's mission in collaboration with its medical staff leaders, administrative leaders, and community leaders.
Memorial Hospital of Union County is an organization providing quality and convenient family-oriented health care services to Union County and surrounding communities.
The Governing Body adopts bylaws in accordance with its legal accountability and its responsibility to the patient population served.
ARTICLE II - Ownership and Board Appointment
Memorial Hospital of Union County is a "county hospital" organized by the citizens of Union County in accordance with Ohio Revised Code 339.
The members of this board are appointed in accordance with the Ohio Revised Code relating to the operation of county hospitals. The Board of County Commissioners, owners of the hospital property, together with the probate judge and the common pleas judge, shall appoint a board of county hospital trustees composed of eight electors. Per Ohio Revised Code 339, the Board of Trustees shall be comprised of registered voters residing within Union County, of which no greater than 50% will be from any one political party.
Medical Staff members are eligible under the same criteria outlined within the Ohio Revised Code.
Said board is known as the Board of Trustees of Memorial Hospital of Union County.
Vacancies in the board shall be filled by action of the Board of County Commissioners, probate and common pleas judges for any unexpired terms.
ARTICLE III - Fiscal Year and Accounting Requirements
The Board of Trustees will file an annual report of the previous accounting years receipts and expenditures to the Board of County Commissioners by March 31st each year. The Board will also file a budget estimate of the financial requirements, receipts and expenditures for the ensuing accounting year by November 1st each year. The hospital's accounting year shall commence on the first day of January and end of the 31st day of December.
ARTICLE IV - Board Organizational Structure
Section 1 - Officers
The officers shall be a chairperson, vice chairperson, and a secretary. They shall be elected from the membership of the Board of Trustees at the March meeting of each year, and shall serve for one year, or until a successor is elected and qualified.
The chairperson shall call and preside at all meetings of the Board of Trustees, and shall be an ex-officio member of all committees of the Board. In the absence of the chairperson, the vice-chairperson shall preside at all meeting of the Board of Trustees.
The secretary shall act as secretary for all meetings, shall act as custodian of all records and reports and shall be responsible for the keeping and reporting of adequate records of all transac¬tions and of the minutes of all meetings of the Board.
Section 2 - Meetings
Sub-section 2.a - Times and Notice
The Board of Trustees shall hold monthly meetings at the hospital on the fourth Thursday of each month at eight o'clock in the evening unless changed by vote of the Board. The regular meeting in March shall be known as the annual meeting. Special meetings may be held at the call of the chairperson or the call of any three members of the Board of Trustees. Written notices of special meetings shall be mailed to each member at least five days before the date of such meeting, and this notice shall state the purpose for which it is called.
Sub-section 2.b - Quorum
Five members of the Board of Trustees shall constitute a quorum. Action may be taken by a majority vote of a quorum.
Sub-section 2.c - Agenda
1. Call to order.
2. Approval of the minutes of the latest meeting and of any special meetings that have been held.
3. Reports by officers, committee chairpersons, members, President/CEO, and invited guests. 4. Transaction of other business that may properly be brought before the meeting.
5. Adjournment.
The order of business at special meetings shall be as follows:
1. Call to order. 2. Reading of the notice calling the meeting.
3. Transaction of the business stated in the notice.
4. Adjournment.
Sub-section 2.d - Meeting Attendance
Upon failure of any member of the Board of Trustees to attend two consecutive regular meetings of the Board, the Board may ask that member to resign.
Section 3 - Committees
Through the following committee structure, the Board of Trustees provides for the collaboration of leaders to develop, review, and revise the hospitals mission and vision, and policies and procedures key to the successful delivery of quality patient care.
Sub-section 3.a - The Executive Committee
The Executive Committee shall consist of the chairperson, the vice-chairperson, the secretary, and one other member of the Board of Trustees elected by the Board at its annual meeting. The Executive Committee shall have power to transact regular business at the hospital during the interim between meetings of the Board of Trustees, provided any action taken shall not conflict with the policies and expressed wishes of the Board of Trustees, and that it shall refer all matters of major importance to the Board of Trustees.
The Executive Committee shall be responsible for organizing and coordinating the annual performance review of the President/CEO. The Committee shall seek feedback from each trustee, the President/CEO, Medical Staff leadership, and others within the community as appropriate. The Committee shall meet with the President/CEO periodically during the year to review and assess progress in achieving goals and objectives.
The Executive Committee shall recommend to the Board of Trustees any changes in salary, benefits and other compensation that may be appropriately relative to the annual performance review.
The Executive Committee shall recommend a slate of officers at the annual meeting each year.
The Executive Committee shall develop and oversee a Trustee mentoring program, which provides for a one-on-one mentor for newly appointed Trustees.
Sub-section 3.b - The Joint Conference Committee
The Joint Conference Committee shall consist of three members of the Board of Trustees at least one of which is a member of the Executive Committee, as appointed by the chairperson, and three officers of the Medical Staff Executive Committee. The committee will meet each month. Non-voting attendees shall include the President/CEO, COO, Vice President of Medical Affairs, and the Chief Nursing Officer (CNO).
The Joint Conference Committee shall conduct itself as a forum for the discussion of matters of hospital policy and practice, especially those pertaining to efficient and effective patient care, and shall provide medico-administrative liaison with the governing body and the President/CEO.
It shall also have the following specific duties:
1. Accreditation: It shall be responsible for acquisition and maintenance of the JCAHO accreditation. It shall identify areas of suspected noncompliance with JCAHO standards and shall make recommendations to the executive committees of the governing body and the medical staff for appropriate action.
2. Credentialing and privileges: It shall review and recommend appropriate action to the Board on matters relating to credentials and privileges of medical staff members.
3. Development, review, and revision of key Nursing and Medical Staff policies and procedures on a regular basis, but at least every three years through delegation and reporting of Medical Staff Department Chairmen and Service Chiefs.
Sub-section 3.c - The Planning Committee
The Planning Committee will consist of at least two members of the Board of Trustees, at least two members from the medical staff, the Chief Nursing Officer (CNO) or his/her designee, the hospital President/CEO, and such others as may be appointed by the chairperson of the Board of Trustees.
The Planning Committee shall meet quarterly, or at the call of its chairperson if additional meetings are necessary. The committee is responsible for all planning for the hospital in the areas of expansion and renovation of building and equipment and in services to be provided by the hospital. This committee will adopt a written strategic plan for the hospital and recommend its adoption to the Board of Trustees. It shall review and recommend revisions at least biannually.
The Planning Committee shall establish a long range capital expenditure plan (at least three years in duration). This plan will be reviewed and updated at least annually. The capital expenditure plan shall identify the anticipated sources of financing for, and the objectives of, each proposed capital expenditure of at least $10,000.
Sub-section 3.d - The Finance Committee
The Finance Committee will consist of three members of the Board of Trustees, the Chief of Staff or his/her designee, the Vice President Medical Affairs and the hospital President/CEO. This committee and its chairperson will be appointed by the chairperson of the Board of Trustees. Non-voting attendees shall include the Chief Financial Officer (CFO) and other administrative leaders as required.
The Finance Committee will meet monthly to review the revenue and expense reports and the uncollectible accounts. This committee will also consider current capital expenditures, or any unusual or non-routine expenditure.
The Finance Committee will review and approve the annual operating budget and integrate current capital expenditures into the three-year capital plan presented by the Planning Committee.
The Finance Committee will review all audit findings and management recommendations as presented by the hospital external auditing firm annually.
The Finance Committee will review all bids for goods and services, and make recommendations to the Board of Trustees as to successful bidders.
It is the objective of Memorial Hospital of Union County to promote an environment of quality improvement by establishing a multidisciplinary committee which shall consist of two representatives of the Board of Trustees, representatives of the Medical Staff, and administrative representation. The Board representatives will be appointed annually by the chairperson, and the remaining membership will consist of the President/CEO, Chief of Staff, Vice President Medical Affairs, Chief Operating Officer (COO) and Chief Nursing Officer (CNO).
General definition of comprehensive responsibilities of the Quality Review/Risk Management Committee are:
• Assuring and demonstrating optimal patient care to the Governing Body, Medical Staff, and outside agencies.
• Presenting or reducing professional and general liability by directing all continuous evaluation and control activities conducted by each health discipline, and by hospital administration; that is, supervising, monitoring, integrating, and insuring that effective corrective actions are taken.
• The QR/RM Committee shall have the necessary authority to provide that the hospital meets effectively the quality standards of the JCAHO or other reviewing organizations.
• The QR/RM Committee shall be responsible to design a process or processes necessary to assure that all individuals responsible for the assessment, treatment, or care of patients are competent as appropriate to the ages of patients served.
• Receive, review and act when necessary upon reports submitted by the Safety Committee and/or Risk Management evaluation system. Report all findings and actions to the Medical Staff Executive Committee and to the Governing Body.
Sub-section 3.f - The Building & Grounds Committee
The Building & Grounds Committee will be comprised of three trustees, each appointed by the chairperson of the Board, of which one will be appointed as chairperson, and the President/CEO. The Vice President Medical Affairs, the Chief Operating Officer (COO), the Safety Officer, and the Director of Facilities will attend ex officio.
The committee will meet quarterly, or at the call of the Chairperson if additional meetings are necessary, and review all construction projects in progress and/or proposed capital improvements to the physical plant. The committee will report on the progress of Board approved projects and recommend new projects for consideration by the Board.
Sub-section 3.g - The Technology Committee
The Technology Committee will be comprised of two trustees, each appointed by the chairperson of the Board, of which one will be appointed as chairperson, the President/CEO, the VP of Finance, and at least one officer of the Medical Staff. The Director of Information Systems will serve as ex-officio member of the committee, without voting privileges. Other employees of the hospital along with community members may be appointed as needed.
The committee shall meet quarterly, or at the call of the Chairperson if additional meetings are necessary, to review and evaluate requests to purchase new technology for either the provision of medical care or operation of hospital services such as information management. The Committee shall make recommendations to the Board regarding the investment in new technology and its ability to enhance the hospital's Mission.
ARTICLE V - President/CEO
The Board of Trustees shall select and employ a competent President/CEO for such periods as it may negotiate who shall be its direct representative in the management of the hospital. The President/CEO shall have formal education including an M.H.A. or M.B.A. and at least five years experience in a senior level management capacity with a hospital. The President/CEO shall be given the necessary authority and be held responsible for the administration of the hospital in all its departments' subject only to the policies enacted by the Board of Trustees. More specifically, the authority and duties of the President/CEO shall be appropriately described in a Job Description which shall be reviewed and approved by the Board of Trustees. This job description will include but will not be limited to the following essential functions:
1. Plans, organizes, and coordinates the delivery of patient care services; establishes and communicates policies and procedures affecting the operation of the hospital; evaluates the effectiveness of the hospital's operation and coordinates change to provide for improvement.
2. Develops resources required to deliver patient care (e.g. human resources including an organized medical staff; nursing staff, technical and support staff, contract services, and consultants; suppliers and vendors; facilities and equipment, etc.).
3. Establishes accounting and financial systems to monitor the fiscal operation of the hospital.
4. Ensures compliance with all federal and state rules and regulations.
5. Communicates the hospital's operational condition and plans to the Board of Trustees, the Medical Staff, the Auxiliary, the community, and other agencies on a regular basis.
6. Prepares and maintains reports and records regarding the hospital operation.
7. Demonstrates knowledge of current developments in the field of health care management to provide the most efficient and cost effective delivery of service.
8. Demonstrates regular and predictable attendance.
ARTICLE VI - Medical Staff
Section 1 - Organization/Duties
The Board of Trustees of Memorial Hospital of Union County shall appoint a Medical Staff composed of licensed medical professionals. It shall see that they are organized into a responsible administrative unit led by a Medical Executive Committee. Each professional duly appointed to the Medical Staff shall have full authority and responsibility for the care of the patient subject only to such limitations as the Board of Trustees may formally impose and to the bylaws, rules and regulations for the Medical Staff adopted by the Staff and approved by the Board of Trustees. Each patient's general medical condition who is admitted to an inpatient unit of the hospital is the responsibility of a qualified physician member of the medical staff.
Section 2 - Duties of the Medical Executive Committee
The Medical Staff Executive Committee shall make specific recommendations to the Board of Trustees. All recommendations, written and oral are presented or authenticated by an authorized representative of the Medical Staff Executive Committee. Recommendations received by the Board of Trustees directly from the Medical Staff Executive Committee relate to at least the following:
Structure of the Medical Staff
The Medical Executive Committee shall recommend to the Board of Trustees Medical Staff Bylaws, Rules, Regulations, and Organizational Structure, or any changes thereto.
Mechanism used to review credentials and delineate individual privileges
The Medical Executive Committee shall review and revise regularly and systematically the methodology used to investigate and evaluate all matters relating to Medical Staff membership status and clinical privileges. The Medical Executive Committee shall forward specific written recommendations to the Board of Trustees with appropriate supporting documentation that will allow the Board to take informed actions.
Recommendations for individuals for Medical Staff membership
The Medical Executive Committee shall forward specific written recommendations with appropriate supporting documentation that will allow the Board to take informed action on each request for Medical Staff membership processed by the Medical Staff, and for each reappointment process of existing Medical Staff members.
Recommendation for delineated clinical privileges for each eligible individual
The Medical Executive Committee shall forward specific written recommendations with appropriate supporting documentation that will allow the Board to take informed action on each individual Medical Staff member's request for clinical privileges. The Medical Executive Committee shall recommend denial or delay of any clinical privilege requested that is outside the scope of services offered at the hospital. A recommendation for delay should be accompanied with a recommendation to expand services within that area of request.
Quality Assessment and Improvement
The Medical Executive Committee shall forward to the Board of Trustees a written plan and mechanism to review, assess, and improve the quality of patient care at the hospital. The mechanism shall include the methodology to conduct, evaluate, revise, and communicate these activities.
The mechanism for Medical Staff membership termination and fair-hearing procedures
The Medical Executive Committee shall forward written recommendations to the Board of Trustees for any corrective action plan, including a fair-hearing process. Such plan shall provide for procedures to assure fair treatment and afford opportunity for the presentation of all pertinent information.
Section 3 - Contractual, Medico-Administrative and Special Staff Officers
The Medical Staff Bylaws shall contain provisions that address the effect on an individual practitioner's membership status and clinical privileges if that practitioner has a contractual relationship to the hospital as a special staff officer or in a medico-administrative role and is removed from that position.
Section 4 - Board Action
Final action on all matters relating to Medical Staff membership status, clinical privileges and corrective action are taken by the Board after considering the Medical Executive Committee recommendations, provided that the Board must act in any event if the Medical Executive Committee fails to adopt and submit any such recommendation within the time periods set forth in the Medical Staff bylaws and any of its supporting documents.
Board action with a Staff recommendation must be based on the same kind of documented investigation and evaluation of current ability, judgment, and character as is required for Staff recommendations.
In acting on matters of Medical Staff membership status and in granting and defining the scope of clinical privileges to be exercised by each practitioner, the Board considers the Staff's recommendation, the supporting information on which they are based, and such criteria as are set forth in the Medical Staff bylaws. No aspect of membership status or specific clinical privileges shall be limited or denied to a practitioner on the basis of sex, race, age, creed, color, or nation origin, or on the basis of any other criterion unrelated to good patient care at the hospital, to required professional qualifications, to the hospital's purposes, needs and capabilities, or the community needs.
The Board of Trustees may cancel or terminate the appointment of any member of the medical staff when in its opinion the workmanship, character, patient-relationship, decorum, refusal to abide by the rules and regulations, refusal to abide by the terms of appointment or other requirements have become objectionable to the Medical Staff, and/or Board of Trustees, after conference with the Medical Staff. The Board of Trustees may also terminate the appointment of any Medical Staff member in a medico-administrative position for failure to perform duties as required by position.
ARTICLE VII - Nursing Staff Governance and Practice
The Board of Trustees of Memorial Hospital of Union County in providing quality care, accountability and responsibility to patient populations served assures the Chief Nursing Officer (CNO) (Registered Nurse in the State of Ohio), has the authority and responsibility in a self-governed nursing organization to:
1. Develop organization-wide patient care programs, policies, procedures and standards that describe and guide how the patient's nursing care needs are assessed, evaluated, and met.
2. Exercise final authority over those programs, policies, procedures and standards associated with providing nursing care.
3. Develop and implement the organization's plans for providing nursing care.
4. Participate with the governing body, management, medical staff, and clinical leaders in the hospital's decision making structures and processes.
5. Implement ongoing programs to measure, assess and improve quality of nursing care delivered to patients.
ARTICLE VIII - Auxiliary
The Board of Trustees of Memorial Hospital may create by approval the formation of a hospital auxiliary for the purpose of promoting and advancing the welfare of Memorial Hospital of Union County. This purpose shall be accomplished by interpretation of hospital services to the community through a public relations program, by services to the hospital and its patients, and through fund raising in a manner satisfactory to and approved by the hospital trustees and in harmony with community planning. Bylaws of the Memorial Hospital Auxiliary will be approved by the Board of Trustees of Memorial Hospital of Union County.
ARTICLE IX - Volunteers
Volunteers who are not members of the organized auxiliary shall perform under the direction of the Volunteer Services within the hospital and be governed under administrative policy.
ARTICLE X - Amendments/Revisions
These bylaws may be amended by an affirmative vote of at least five members of the Board of Trustees at any regular meeting or at a special meeting called for that purpose. The bylaws shall be reviewed at least every other year.
ARTICLE XI - Conflicts of Interest
Any trustee, or member of any Board committee, shall declare any conflict of interest and abstain from voting on the issue where a conflict exists. Trustees shall complete a conflict of interest declaration at least annually.
The following general guidelines shall apply:
1. The Board of Trustee member, or member of any Board committee, shall not knowingly permit the Hospital to enter into a business transaction with himself or herself with any corporation, partnership, or association in which he/she holds a position as trustee, director, partner, general manager, principal officer or substantial shareholder without previously having informed all persons charged with approving that transaction of his/her interest or position and of any significant facts known to him/her indicating that the transaction might not be in the best interest of the Hospital.
2. The Board of Trustee member, or member of any Board committee, shall not actively participate in, or vote in favor of a decision to transact business with himself/herself or with any corporation, partnership, or association in which he/she holds a position as trustee, director, partner, general manager, principal officer or substantial shareholder, without receiving proper approval.
Adopted February 24, 1952
Revised April 23, 1987
Revised March 23, 1989
Revised August 29, 1991
Revised July 28, 1994
Revised August 24, 1995
Revised September 25, 1997
Revised April 29, 1999
Revised September 28, 2000
Revised March 22, 2001
Revised April 24, 2003
Revised August 28, 2003
Revised July 28, 2005
Revised March 22, 2007
Aug 28, 2008