Hospital District Bylaws

BYLAWS of the
TETON COUNTY HOSPITAL DISTRICT

DBA ST. JOHN’S MEDICAL CENTER
CHAPTER I
GENERAL
Section 1. Authority. The Teton County Hospital District, dba St. John’s Medical Center (“District” or “the hospital”), has been established pursuant to Wyoming Statutes (“W.S.”) sections 35-2-401, et. seq., which authorizes the establishment of special hospital districts.
Section 2. District Objectives.
a. To establish and maintain health care facilities for the care of persons requiring inpatient or outpatient care.
b. To carry out educational or research activities related to the provision of medical care to the sick and injured, or the promotion of healthy lifestyles.
c. To participate in activities that promote the general health of the community.
d. To operate health care facilities in a manner that, to the extent feasible, will generate revenues sufficient to offset operating expenses.
Section 3. Non-Discrimination.
a. No individual will be subject to discrimination based on race, creed, religion, national origin, sex, sexual orientation or age with regard to admission or treatment, Medical Staff appointment or clinical privileges, employment or the conduct of any other District business.
b. Patients with comparable needs will receive the same standard of care, treatment, and services throughout the hospital, and no patient will be subject to discrimination based on inability to pay.
CHAPTER II
GOVERNING BODY
Section 1. Membership on the Board of Trustees.
a. There shall be seven (7) members of the Board of Trustees (“Board”), who shall be elected in accordance with applicable provisions of Wyoming statutes, including the principal act for establishing special hospital districts, and the Special District Elections Act.
b. Qualifications. Excluding District employees, any qualified elector (as that term is defined at W.S. § 22-29-104) resident of the Teton County Hospital District is eligible to hold office as a District Trustee.
c. Oath of Office. All Trustees, whether elected or appointed, shall, within ten (10) days after notification of election or appointment, take the oath of office provided in article VI, section 20 of the Wyoming Constitution, before an officer authorized to administer oaths. Each Trustee shall also complete the written oath and without delay transmit a copy thereof to the District’s Secretary of the Board.
d. Term of Office.
1. The term of office of an elected Trustee shall begin at the next regularly scheduled meeting of the Board. An elected Trustee shall serve four (4) years.
2. The term of office of an appointed Trustee begins on the day the appointee accepts the appointment unless the letter of resignation of the prior incumbent specifies a later date, which shall be the beginning of the appointee's term. An appointed Trustee shall serve until the next regular election.
e. Vacancies.
1. An office of Trustee shall be deemed vacant if a properly qualified person is not elected to a vacant office at a regular election.
2. An office of Trustee shall be deemed vacant prior to the expiration of a duly elected or appointed Trustee’s term if the Trustee:
(a) does not subscribe to an oath of office within ten (10) days,
(b) submits a written resignation that is accepted by the Board,
(c) ceases to be qualified for the office,
(d) is found guilty of a felony,
(e) dies, or
(f) fails to attend three (3) consecutive regular meetings of the Board without the Board having approved at least one (1) of those absences and recorded such approval in its meeting minutes, unless such failure to attend was due to a temporary mental or physical inability or illness.
3. An office of Trustee shall also be deemed vacant if:
(a) a court of competent jurisdiction voids an election or appointment or removes a Trustee for any cause whatsoever, but only after the Trustee’s right to appeal has been waived or otherwise exhausted, or
(b) the office is declared vacant by the board of county commissioners upon the failure of the Board to report annual revenues and expenditures as required by Wyoming law.
4. Filling of Vacancies by Appointment.
(a) When there is a vacancy on the Board, a majority of the remaining Trustees shall appoint a qualified individual to fill the vacancy. However, if a majority of the offices are vacant, or if a majority of the Trustees cannot agree on an appointment, then notice of the vacancy shall be given to the county commission, which shall fill the vacancy within thirty (30) days of being notified. If the county commission finds that a vacancy exists in a majority of Trustee offices or that a majority of Trustees cannot agree on an appointment, the county commission may fill the vacancy by acting on its own motion without notice.
(b) All appointments shall be recorded in the minutes of the Board meeting at which the appointment was made.
(c) Any vacancy created by the failure of the Board to report annual revenues and expenditures shall be filled by appointment by the board of county commissioners for the sole purpose of acting as Trustee to dissolve the District without election as provided by Wyoming law.
f. Resignation. A Trustee may resign at any time by tendering a resignation in writing to the Board.
g. A list of the names, addresses and terms of the current Trustees shall be filed annually with the board of commissioners and clerk of Teton County.
Section 2. Powers of the Board of Trustees. The Board shall have all powers provided by federal and state law including, without limitation, the power to:
a. Be a party to contracts, sue and be sued, acquire real and personal property and equipment by gift, devise, bequest, purchase or lease, hold such property, and convey, lease and otherwise dispose of such property for hospital purposes.
b. Make rules and regulations, including bylaws and policies, necessary for District purposes, which shall be filed with the county clerk for Teton County.
c. Establish sinking funds and issue bonds and securities for the purposes provided by law.
d. Accept grants of money or materials or property of any kind from the federal government, the state, any agency or political subdivision thereof, or any person, upon such terms and conditions as the grantor may impose.
e. Establish and collect charges for services and rentals for use of District facilities.
f. Establish all other charges, fees and rates to be derived from the operation of the hospital or any other facility of the District.
g. Engage in shared services and other cooperative ventures, form or enter, as a full or joint interest owner, corporations, partnership, limited partnership, cooperative, registered limited liability partnership, nonprofit association limited liability partnerships, limited liability companies and any other trust or association organized under the laws of this state for the delivery of health care services.
h. Appoint Trustees or its officers or administrators to serve as directors, officers or employees of any such organization so formed or entered.
Section 3. Duties and Responsibilities of the Board of Trustees.
a. Objectives. Each Trustee shall be a conscientious member of the Board and shall assist the Board in fulfilling its fiduciary responsibilities for directing the organization, fulfilling the District’s mission, vision and values, ensuring the provision of excellent health care, protecting and growing District assets, and remaining accountable to the community for the ethical conduct of all District affairs.
b. General Duties. Each Trustee shall:
1. Be diligent in executing Board responsibilities; being always prepared to make decisions that are in front of the Board, preparing for, attending and actively participating in Board and committee meetings, and participating in continuing education opportunities.
2. Support the administrative and Medical Staff leadership; defining the scope of their duties, which may include day-to-day clinical operations and long-range strategic, facilities and financial planning, providing the resources for the execution of those duties, and creating accountability mechanisms, such as periodic reporting, to ensure the proper performance of those duties.
3. Respect the confidentiality of the Board; keeping confidential all information acquired due to holding the office of Trustee, and referring all inquiries for public statements to the President of the Board, the Administrator, or an appropriate designee.
4. Remain loyal to the District; promoting the interests of the hospital as it pursues its mission, and disclosing and avoiding any actual or potential conflicts of interest.
5. Provide appropriate leadership; supporting the decisions and policies of the Board unless and until they are amended by official action of the Board, participating in the Board’s annual self-evaluation process, and accepting full responsibility for fair and effective governance.
c. Specific Responsibilities.
1. Compliance. The Board shall:
(a) Abide by the authority and objectives set forth in federal law, Wyoming law, accreditation standards and these bylaws as adopted and amended by the Board.
(b) Regularly evaluate the District’s progress, and ensure compliance with all legal, regulatory and accreditation requirements, including voluntary compliance with Medicare regulations.
(c) Act with the highest integrity to advance the best interests of the District and to help it achieve its mission.
2. Strategic Leadership. The Board shall:
(a) Define, pursue and safeguard the District’s mission, vision and values, and annually evaluate the District’s performance in relation thereto.
(b) Collaborate with the medical community in setting goals and objectives for the District.
(c) Establish policies and procedures, and set parameters within which the Board, Medical Staff, employees and committees will operate.
(d) Provide a system for resolving conflicts among hospital leaders and individuals under their leadership.
(e) Establish long-term direction through the oversight of, and participation in, strategic planning.
(f) Promote and maintain positive external relationships with the community, local business, government, funding sources and other health-related organizations.
3. Patient Care. The Board shall:
(a) Review and approve the scope of services provided by the hospital, which shall be defined in writing.
(b) Maintain, assess and continuously improve the quality of care and services provided by the District.
(c) Establish mechanisms to ensure the provision of a consistent overall level of patient care, including but not limited to reasonable assurance that patients with the same health problem receive the same level of hospital care, regardless of payor source.
(d) Establish standards for the care of patients by members of the Medical Staff and other health care professionals, based on the following criteria: efficacy, appropriateness, availability, timeliness, effectiveness, continuity, safety, and respect.
4. Relationships with medical care providers. The Board shall:
(a) Oversee and promote positive relationships with the Medical Staff.
(b) Appoint and re-appoint physicians and other health care professionals to the Medical Staff and delineate the scope of their clinical privileges.
(c) Take action to restrict clinical privileges and censure, suspend or remove health care professionals from the Medical Staff when necessary.
(d) Approve as necessary the organization, bylaws, rules, regulations, and policies and procedures of the Medical Staff and all other ancillary or affiliate organizations.
5. Relationship with Administration. The Board shall select, support, monitor and evaluate the Administrator.
6. Financial Oversight. The Board shall:
(a) Ensure the District’s financial solvency via budget approval and provision for an annual audit conducted by an independent certified public accountant of the District’s finances.
(b) Approve annually an operating budget and a long-term capital budget.
(c) Ensure that the District maintains a uniform system of accounting in accordance with generally accepted accounting principles and federal hospital regulations.
7. The Board shall periodically adopt policies and procedures to implement these bylaws.
Section 4. Medical Staff Representation. The Chief of the Medical Staff shall be a non-voting representative to the Board of Trustees. The purposes of such representation are to:
1. Provide the Board with regular input and advice from the Medical Staff in matters pertaining to patient care, patient-care related government regulations, medical-legal matters and medical equipment purchases.
2. Make current information on Board policies, plans and actions available to the Medical Staff.
3. Perform Joint Conference Committee functions when the Joint Conference Committee is not meeting separately.
Section 5. Confidentiality
a. The Board engages in highly confidential discussions in the course of governing the District and it is imperative that such deliberations and any information presented to the Board maintain that confidential status. Each Trustee shall complete and sign annually a Statement of Confidentiality, attesting that he or she is aware that information acquired while serving on the Board is to be held confidential and used only as permitted and solely in furtherance of District business.
b. “Confidential Information” means any information communicated to the Board or an individual Trustee, either orally or in writing, that pertains to District operations, District employees, Medical Staff matters such as credentialing and the peer review process, patients and patient care, regulatory matters and other information, the disclosure of which does not occur at a public meeting and is not otherwise authorized by an appropriate officer of the District.
c. Trustees may not use for any non-District purpose, or communicate to any person in any manner, the confidential information relating to the business and financial affairs of the District, the District’s employees or Medical Staff, the hospital’s patients, or the provision of medical care at the hospital, of which they become aware during the course of their term of office.
d. All inquiries from the media or other third parties should be directed to the Administrator, the President of the Board or an appropriate designee. Only the Administrator, the President or such designee are authorized to make public announcements.
e. Documentation of Board, Medical Staff peer review, quality assessment and utilization activities are protected by law from discovery, except as required to be produced under relevant state and federal statutes. Trustees shall not voluntarily waive the protected status of such information through unauthorized disclosure.
f. All subpoenas or requests for information regarding Board activities shall be referred to the Administrator or Board President, who shall consult with the District’s legal counsel before responding to the subpoena or request.
g. A Trustee’s duty of confidentiality shall survive the termination of the Trustee’s membership on the Board, the reason for the termination notwithstanding.
h. At the termination of a Trustee’s Board membership, or at any time upon request by the Board, a Trustee must return to the Board all documents and tangible items in the Trustee’s possession or control that contain or refer to any confidential information relating to the District.
i. The District is entitled to take appropriate action to ensure that the confidentiality of its information is protected. Such action may include adopting additional policies and procedures, and legal action required by a breach or threatened breach of confidentiality.
Section 6. Conflict of Interest.
a. Each Trustee shall comply with all applicable requirements of Wyoming law relating to conflicts of interest, including the requirement that no Trustee be directly interested financially in any contract, work done, or property purchased by the District unless the Trustee has made full public disclosure and the Board has unanimously approved that financial interest.
b. Each Trustee shall complete and sign annually the Conflict of Interest Questionnaire and Statement, disclosing to the Board any conflict of interest the Trustee may have in any contract or transaction then before the Board, or any conflict of interest that may be created by a contract, transaction or relationship that the Trustee is contemplating entering.
c. Subject to applicable Wyoming law, the Board is authorized to restrict the information given to a Trustee if, in the judgment of the other Trustees present when the matter is considered, the Trustee has a conflict of interest in the matter, and such conflict may adversely affect the Trustee’s ability to act in the best interests of the District.
Section 7. Indemnity.
a. The District shall indemnify each current or former Trustee or District officer, and their legal representatives, against liabilities, expenses, counsel fees and costs arising out of any action, suit, proceeding or claim in which the current or former Trustee or officer is involved by reason of that position. Any person who, at the request of the District, served as a Trustee or officer of another entity in which the District owned an equity interest or was affiliated, and that person’s legal representatives, shall also be so indemnified by the District.
b. If however such person is finally adjudged in any action, suit or proceeding as liable for gross negligence or willful misconduct in the performance of District duties, this indemnity shall not apply.
c. This indemnity shall apply if any amount is paid in compromise or settlement of any action, suit, proceeding or claim asserted against such person (including reasonable expenses, counsel fees and costs incurred in connection therewith), provided that the Board shall have first approved such proposed compromise or settlement and determined that the person involved was not guilty of gross negligence or willful misconduct. In taking such action a Trustee who is the subject of this indemnity provision shall not be qualified to vote thereon.
d. In determining whether or not a person was guilty of gross negligence or willful misconduct in relation to any such matter, the Board may rely conclusively upon an opinion of independent legal counsel selected by the Board.
e. The right to indemnification herein provided shall not be exclusive of any other rights to which such Trustee or officer may be lawfully entitled.
Section 8. Self-evaluation. As part of the commitment to continuous improvement of organization-wide functions, each Trustee shall perform an annual self-evaluation. The objectives of this performance appraisal are to:
a. Determine how well Trustees understand the responsibilities of the aggregate Board.
b. Identify aggregate Board strengths and weaknesses.
c. Develop a course of action for improving performance of the Board.
d. Provide each Trustee an opportunity to evaluate and comment upon Board functions and the Trustee’s role in the governance process.
CHAPTER III
ORGANIZATION OF THE BOARD OF TRUSTEES
Section 1. Officers.
a. Election.
1. The Board shall elect from its membership annually a President/Chairperson, Vice President, Secretary, Treasurer and such other officers as the Board may authorize.
2. The annual election for officers shall be held at the first regular meeting of the Board following a District election pursuant to which any Trustee takes office, or, in those years when there is no District election, at the last regularly scheduled meeting of the year.
b. The President shall call and preside at all Board meetings and shall act for the Board as a whole only by the Board’s authorization.
c. The Vice President shall act as President in the absence of the President, and when so acting shall have all the power and authority of the President.
d. The Secretary shall act as custodian of the corporate seal and all records and reports of the Board. The Secretary shall be responsible for the keeping and reporting of adequate records of all transactions and of the minutes of all meetings of the Board.
e. The Treasurer shall have overall control of all District funds. The Treasurer shall see that an accounting system is maintained in such a manner as to give a true and accurate accounting of the financial transactions of the District, that all expenditures are made to the best possible advantage, and that all accounts payable are presented promptly.
f. Any officer may be elected at any regular meeting of the Board to complete the unexpired term of an officer who has vacated office. The Board may, by vote of a majority of Trustees holding office, call for an election to replace any officer, for any reason, at any time.
Section 2. Manner of Acting. The Trustees shall act only as a Board, and the individual Trustees shall have no power as such. The act of the majority of Trustees eligible to vote and present at the meeting at which a quorum is present shall be the act of the Board. The President or such other Trustee as is presiding at a meeting shall be entitled to vote at that meeting. Unless a vote of the Board is unanimous, for each motion voted upon, the name and vote of each Trustee present and voting shall be recorded in the meeting minutes.
Section 3. Meetings.
a. All meetings of the Board shall be open to the public, unless designated executive sessions or otherwise permitted by law to be closed, and notice shall be provided of all regular meetings as required by Wyoming law.
b. Regular meetings of the Board shall be held on a monthly basis. Such meetings will ordinarily be held on hospital premises, but may be held at other announced locations. At each regular meeting, the date, time and location of the next regular meeting will be determined and publicly announced. Subject to applicable Wyoming law, the Board may increase or decrease the number of meetings per year, but in no event shall there be fewer than ten meetings per year.
c. A majority of Trustees holding office at any time shall constitutes a quorum for the transaction of District business.
d. Special meetings of the Board may be called by the President or Vice President upon their own initiative, or by a majority of Trustees. Notice of the time and place of a special meeting so called shall be given to each Trustee, the Medical Staff Representative, the Administrator and representatives of the news media. The notice, which may be verbal or written and shall also include a brief description of the business to be transacted, shall be given twenty-four (24) hours prior to commencement of the meeting. A verbal or written waiver of notice of a special meeting shall be deemed equivalent to such notice and may be obtained before, during or after the meeting.
e. Any portion of a regular meeting of the Board, and all or any portion of a special meeting, may be adjourned and reconstituted as an executive session for the purposes permitted by Wyoming law. If a special meeting is called as an executive session, each Trustee shall be notified as described above. A majority of the Trustees present in any executive session may invite other individuals to attend.
f. Emergency meetings of the Board may be called by the President. Reasonable effort must be made to contact all Trustees and other individuals authorized to attend, and to advertise or notify by the most expedient means possible the time, place and purpose of any such meeting. Any action taken at an emergency meeting is temporary and must be reconsidered and acted upon at an open public meeting within forty-eight (48) hours.
Section 4. Committees.
a. Committees will be standing committees and special committees. The President shall be an ex-officio member of all committees
b. Notice of the date, time and location of all committee meetings shall be given verbally or in writing at least twenty-four (24) hours prior to commencement of the meeting.
c. Standing committee members shall be appointed by the President on approval of the Board. Their tenure will run for one year or until a successor is named. The charge for all standing committees will be a part of these bylaws. One-half (1/2) of the membership of any committee, but not fewer than two (2) committee members, shall constitute a quorum.
d. Standing committees of the Board are the Joint Conference Committee, the Finance Committee, the Strategic Planning Committee, and the Compliance Committee.
e. Special committees will be appointed by the President on approval of the Board. Their charge and tenure will be specified and recorded in the minutes of the Board meeting at which the formation of the committee is approved.
f. Joint Conference Committee.
1. The Joint Conference Committee (“JCC”) shall consist of the Vice President, the Secretary, one (1) other Trustee, the Chief of Staff, two (2) additional active Medical Staff members and the Administrator, who shall be a non-voting member. The Vice President shall serve as committee Chair. A quorum shall consist of any two Medical Staff members and any two Trustees. The JCC shall meet at least quarterly and may meet separately or in conjunction with a regular meeting of the Board.
2. The JCC shall be responsible for ensuring that District facilities and the professional care practiced therein meet the standards required by applicable government laws, rules and regulations, as well as the accreditation standards of the Joint Commission on Accreditation of Healthcare Organizations. JCC members shall be invited to be present for any surveyor’s evaluation following any inspection of the health care facilities of the District.
3. The JCC provides leadership for the organization-wide performance improvement initiative, establishing the organization’s strategic direction and vision for those performance improvement efforts. The JCC will assess the organization’s needs and establish expectations, plans and priorities for performance improvement. The JCC will provide general oversight and support for departmental, organization-wide and Medical Staff performance improvement and monitoring activities, which will include risk management, safety, and sentinel events. The JCC will endeavor to promote, support and empower inter-disciplinary performance improvement project teams.
4. In addition, the JCC shall have the duty to:
(a) Review the establishment and implementation of hospital health care policies and procedures.
(b) Review and make recommendations on any communications, requests or recommendations to the JCC by the Board or the Medical Staff.
(c) Receive recommendations from the Medical Staff and make recommendations to the Board on all applications for appointment or reappointment to the Medical Staff, assignments of responsibilities within the Medical Staff, and the limitation or termination of the membership of a current Medical Staff member.
(d) Receive recommendations from the Medical Staff and make recommendations to the Board regarding the specific clinical privileges to be granted to each Medical Staff member consistent with the scope of clinical privileges supported by the hospital.
(e) Recommend to the Board the adoption of amendments to, or repeal of, bylaws, rules, regulations, and policies and procedures governing the Medical Staff.
(f) Receive and consider reports on the work of the Medical Staff, and make such recommendations to the Board in respect thereto as the Committee considers to be in the best interest of the hospital and its patients.
(g) Constitute a liaison group that shall discuss medical-administrative matters among the Board, the Administrator and the Medical Staff.
(h) Review equipment and project priorities prior to the approval by the Board of the District annual capital budget.
g. The Finance Committee.
1. The Finance Committee (“FC”) shall consist of the Treasurer, who shall serve as Chair, and at least one (1) other Trustee.
2. The FC shall be responsible for making recommendations to the Board regarding the supervision and management of the fiscal year operating and capital budgets, and of all the District’s endowment and trust funds.
3. The FC shall also review regular and special financial reports prepared by the Chief Financial Officer to assure that financial matters are in proper order, and to direct the Administrator on general financial policy matters.
h. Strategic Planning Committee.
1. The Strategic Planning Committee (“SPC”) shall be a collaboration of hospital staff, the Medical Staff and the community. The SPC shall be comprised of at least two (2) Trustees, two (2) Medical Staff members, the Administrator, the Director of Facilities Planning, one (1) other member of the hospital’s management team and two (2) community members selected by the Board. The Chief of the Medical Staff shall also be an ex officio member of the SPC.
2. The responsibilities of the SPC shall include reviewing and/or developing all plans for the hospital and/or other health care related facilities that are operated by the District. The SPC may designate subcommittees as needed, which shall make periodic report to the SPC. The SPC shall recommend hospital plans to the Board. The Board of Trustees shall have sole authority to approve or disapprove the health care plans developed by the SPC.
3. In order to be effective, any recommendations made at SPC meetings must be presented to and approved by the Board.
i. Compliance Committee.
1. The Board shall establish a formal compliance program by which it shall receive orientation and continuing education on compliance.
2. The Compliance Committee (“CC”) shall be comprised of a Corporate Compliance Officer, who shall be appointed by the Board, and at least one (1) Trustee.
3. The Compliance officer and the CC shall be responsible for the implementation and oversight of the Corporate Compliance Program. The Corporate Compliance Officer should report at least annually to the Board on the operation of the Compliance Program.
CHAPTER IV
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board may authorize any officer or officers, agent or agents to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the District. Such authority may be general or confined to a specific instance.
Section 2. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the District, shall be signed by such officer or officers, agent or agents of the District and in such manner as shall from time to time be determined by resolution of the Board. All officers, agents and Trustees authorized to execute checks, drafts and other orders for payment of money shall be bonded.
Section 3. Deposits. All funds of the District not otherwise employed shall be deposited from time to time to the credit of the District in such banks, trust companies or other depositories as the Board may select.
CHAPTER V
ADMINISTRATION
Section 1. Chief Executive Officer. The Administrator is the Chief Executive Officer (“CEO”), who shall be appointed by and be responsible only to the Board. The CEO shall possess a four-year college degree and the necessary health care management experience and capabilities required to effectively manage health care operations. The CEO shall be the direct executive representative of the Board in the management of the hospital. The CEO shall be given the necessary authority and be held responsible for the administration of the District in all its activities and departments, subject only to such policies as may be adopted and such orders as may be issued by the Board.
Section 2. Standards. The CEO shall be required to conduct the operations of the District, and to coordinate all departments thereof, in accordance with the standards required for approval as an accredited hospital by the Joint Commission on Accreditation of Healthcare Organizations and other applicable statutes and regulations. The CEO shall prescribe such procedures and techniques for the management and operation of the District as may be necessary to fully meet and maintain these standards within the policies approved by the Board.
Section 3. Authority and Duties. The CEO is vested with the following authority and is charged with the associated duties:
a. Implementing the policies, rules and regulations established by the bylaws and the Board.
b. Recruiting, selecting, employing and terminating employees, and drafting and perpetuating a flexible code of personnel rules applicable to all employees in their relationship with the District.
c. Planning and supervising the functions of all departments of the hospital. Such planning shall be systematic, collaborative and inter-disciplinary in nature.
d. Implementing all procedures, standards, methods or techniques bearing upon the care of patients in the hospital, subject to the hospital’s preferred method of performance improvement review.
e. Working with the Medical Staff and all those concerned with the rendering of professional services to provide the best possible care to all patients.
f. Enforcing all bylaws, rules, regulations, standards of practice, and policies and procedures of the District.
g. Preparing and submitting an annual operating budget showing the expected revenue and expenditures of the District, and establishing a wage scale within the confines of the approved budget. The budget shall reflect the hospital’s goals and objectives and shall meet applicable law and regulation.
h. Supervising all business affairs, insuring that all funds are collected and are expended within the policy established by the Board to the best possible advantage, and being responsible for the procurement of all supplies, materials and equipment necessary for the operation of the hospital.
i. Regularly submitting to the Board periodic reports showing the professional service and financial activities of the hospital; preparing and submitting such other reports as may be required by the Board; and briefing the Trustees at all meetings and the President in the interim with respect to all significant matters pertaining to the operation of the hospital.
j. Establishing and maintaining administrative and personnel policies.
k. Attending or designating a representative to attend meetings of the Board and its committees. The CEO or a designated representative shall also attend meetings of the Medical Staff and its committees when the subject matter to be discussed has a direct or indirect relationship to hospital affairs.
l. Insuring that the physical property of the hospital is maintained and in good repair, and making periodic reports to the Board regarding such property.
m. Administratively supporting the District’s voluntary compliance initiatives as they relate to Medicare fraud and abuse and general compliance issues facing the healthcare industry.
n. Establishing and maintaining information and support systems.
Section 4. Evaluation of the CEO. The Board shall perform a criteria-based performance appraisal of the CEO annually.
CHAPTER VI
MEDICAL STAFF
Section 1. Organizations, Appointments and Hearings.
a. The Board shall organize the physicians and other health care professionals having staff membership in the District into a Medical Staff under Medical Staff bylaws approved by the Board. The Board shall consider recommendations of the Medical Staff and appoint to the Medical Staff, physicians and others who meet the qualifications for membership, as set forth in the Medical Staff bylaws.
b. Only practitioners with approved clinical privileges and Medical Staff membership may admit patients to the hospital. Each member of the Medical Staff with clinical privileges shall have appropriate authority and responsibility for patient care within the scope of his or her approved clinical privileges, subject to limitation by these bylaws, the Medical Staff bylaws, rules, regulations, and policies and procedures, and any limitations attached to his or her appointment.
c. All applications for appointment to the Medical Staff shall be in writing, and shall conform to the requirements set forth in the District and Medical Staff bylaws. The Board shall take action upon each application as set forth in the Medical Staff bylaws.
d. Prior to being granted Medical Staff membership or clinical privileges, all applicants for such membership and privileges must agree, in writing, to abide by the District bylaws and the Medical Staff bylaws, rules, regulations, and policies and procedures.
e. All appointments to the Medical Staff may be renewed in accordance with the District and Medical Staff bylaws.
f. Any Medical Staff member for whom the Board considers disciplinary action shall be afforded the procedural rights provided for in the Medical Staff bylaws.
Section 2. Evaluation of Medical, Dental and Other Healthcare.
a. Subject to the oversight of the Board, the Medical Staff is directly responsible for providing appropriate professional care to the hospital’s patients. Subject to the oversight of the Board, the executive committee of the Medical Staff shall be directly responsible for overseeing the quality of medical care performed in the hospital.
b. As part of the hospital-wide, continuous performance improvement plan, the Medical Staff shall conduct a continuing review and appraisal of the quality of professional care rendered in the hospital, including safety and risk management findings, and shall report such activities and their results to the Board.
c. The Medical Staff shall make recommendations to the Board concerning:
1. Appointments, reappointments and changes in Medical Staff appointment status or category.
2. The scope of clinical privileges to be granted.
3. Disciplinary actions.
4. All matters relating to professional competency.
5. Such specific matters as may be referred to it by the Board.
Section 3. Medical Staff Bylaws. There shall be bylaws, rules and regulations for the Medical Staff, which must be adopted by the Board to become effective. The Medical Staff bylaws, rules and regulations and any proposed amendments thereto shall be submitted to the Board in writing for approval. The bylaws, rules and regulations shall be reviewed annually by the Medical Staff.
CHAPTER VII
AUXILIARY
Section 1. Hospital Auxiliary and Other Volunteer Groups.
a. All volunteer health care groups are authorized to establish a mechanism for governing their own body. Subject to the approval of the Board, all volunteer health groups may, for such governance purposes, adopt bylaws, rules, regulations, and policies and procedures.
b. All volunteer groups shall serve without remuneration, with their prime purpose being the support and betterment of the hospital and its services. This support may be given directly by providing services to the patients or indirectly by raising contributions to be used by the District for items such as employee education, equipment and plant improvements to maintain or enhance its operation. All special, non-routine and new fund raising activities must be approved in advance by the Board. Conducting on-going fund raising activities (such as the Spring Fling) requires no special approval.
c. No bylaw, rule, regulation or policy and procedure of the Hospital Auxiliary or other volunteer group shall supersede or take priority over the bylaws, rules, regulations, and policies and procedures of the District now in effect or as may hereafter be amended.
d. Final interpretation of the bylaws, rules, regulations, and policies and procedures shall be made by the Board and such interpretation shall be binding on the Hospital Auxiliary or other volunteer group.
e. No bylaw, rule, regulation or policy and procedure shall be adopted by any volunteer group that violates the purposes of the hospital.
CHAPTER VIII
DISSOLUTION

In the event Teton County Hospital District is legally dissolved pursuant to Wyoming law, for any reason whatsoever, the assets of the District shall be distributed as required by that law.
CHAPTER IX
AMENDMENTS

These bylaws may be amended by affirmative vote of at least a majority of all of the Board of Trustees, provided written notice shall have been mailed to each member of the Board of Trustees prior to an announced Board meeting; and provided that further, such written notice shall fully present the proposed amendments. The bylaws shall be reviewed at least annually by the Board of Trustees.
CHAPTER X
ADOPTION

Adopted/revised by the Board of Trustees of Teton County Hospital District at their meeting held on January __, 2006. These bylaws amend and restate in their entirety the prior District bylaws as previously amended.

These bylaws shall become effective upon being filed with the clerk of Teton County.

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President

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Vice President

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Secretary

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Treasurer

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Member

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Member

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Member