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SHAUGHNESSY REHAB HOSPITAL - BYLAWS OF BOARD OF TRUSTEES BYLAWS OF THE BOARD OF TRUSTEES of DR. J . ROBERT SHAUGHNESSY CHRONIC DISEASE/REHABILITATION HOSPITAL Adopted August 28, 1975 . Reviewed November 27 , 1979 . Executive Director Revised and reviewed Dec. 10 , 1979 Executive Director Approved: President, Board of Trustees TABLE OF CONTENTS PURPOSE OBJECTIVES ARTICLE I THE BOARD OF TRUSTEES Section 1 Powers and Duties Section 2 Presiding Officer Section 3 Secretary Section 4 Treasurer Section 5 Regular Meetings Section 6 Emergency Meetings Section 7 Notice of Meetings Section 8 Alteration , Amendment or Repeal of Bylaws Section 9 Parlimentary Procedure Section 10 Committees Section 11 Representation of the Medical Staff Section 12 Nominations Section 13 Auxiliary Organizations ARTICLE 1.1 THE MEDICAL AND DENTAL STAFF Section 1 Qualifications for Membership >ection 2 Organization of Medical and Dental Staff Section 3 Executive Committee of Medical and Dental Staff Section 4 Duties of Medical and Dental Staff Section 5 Charges to Patients Section 6 Responsibility of Staff Section 7 Privileges of Staff Section 8 Appointment , Reappointment , and Removal of the Medical and Dental Staff Section 9 Procedure for Appointment Section 10 Appeal Procedure APPENDIX I LEGAL AUTHORITY APPENDIX II RESPONSIBILITIES OF TRUSTEES APPENDIX III RESPONSIBILITIES OF EXECUTIVE DIRECTOR 4 1 . PURPOSE The purpose of the Board of Trustees of the Dr. J . Robert Shaughnessy Chronic Disease/Rehabilitation Hospital shall be to serve as the governing body of the hospital and to provide and maintain health care programs and facilities for the treatment of the sick and injured and those committed to its care. 2 . OBJECTIVES The objectives of the Board of Trustees shall be : 1 . To maintain an institution to care for the sick and injured , to improve and maintain health . In general , to insure that the facility makes a signifi- cant contribution towards the maintenance of an acceptable level of health care for the community . 2 . To carry on any educational activities related to the care of the sick and injured , or to the promotion of health and the prevention of disease , that may be justified by the facility , personnel , funds , and other requirements that are or can he made available . 3 . To promote and carry on scientific research related to the problems of health and disease , insofar as such research can be carried on in , or in connection with the hospital . 4 . To operate a hospital as provided and allowed by the General Laws of Massachusetts and any special acts of the General Court to provide under medical direction , comprehensive rehabilitation, chronic and skilled nursing care to patients of all sexes , religions , races , creeds and political affiliations , through inpatient and outpatient clinical facilities . 5 . To assist handicapped individuals in obtaining the maximum degree of self-sufficiency for return to community living by providing them an evaluative and therapeutic individualized care program comprised of .e 2A. rehabilitation medicine including physical therapy , occupational therapy , speech therapy , long-term care , nursing , social services , respiratory care , activities of daily living , recreational therapy and day care, and to pursue any other rehabilitative programs which may be deemed advisable . ARTICLE I THE BOARD OF TRUSTEES Section 1 . Powers and Duties The Trustee : a . shall have the general care and control of the hospital provided for by all applicable general laws ; b . shall have the powers and perform the duties from time to time conferred or imposed on them by statute or ordinance ; C . shall make rules and regulations for the government of the hospital and the officers and employees in its services . d . shall set educational and professional requirements for staff personnel . e . shall , at the appropriate time , submit to the Mayor an estimate , in detail , of the appropriations required for the hospital for the next fiscal year and shall have the power to expend all appropriations made for the purposes of the hospital . f . shall make , subject to all applicable statutes and ordinances , such contracts as may be necessary or con- venient to operate the public health facilities under the general care .:.and control of the board . g . shall create and define , upon the recommendation of the director , all staff positions ; set salary ranges for these positions and individual salaries therein ; select personnel from among a group of applicants supplied by the director to fill these positions ; shall have the power to dismiss personnel subject to all applicable laws and by- laws . E.• h . shall have management , care and control of the non-profit corporation . i . shall have all other powers and duties provided in the legislative act , and such other powers and duties as may be necessary from time to time to implement the purposes and objectives of these by- laws and which are 'not incon- sistent with provisions of any federal , state , or local law. Section 2 . Presiding Officer At the first regular meeting of the board of trustees after the appointment of new members , the trustees shall elect by majority vote the officers of the board for a term of one year. The presiding officer shall be called the president ; in his absence , the presiding officer NWV shall be the vice-president ; in his absence , the trustees will elect a president pro- tem. The presiding officer , whether it is the President , the Vice-President , or a presiding officer pro- tem , shall vote only in the event of a tie vote of the other members of the trustees present and voting . The Vice-President , except when he is presiding officer , shall be entitled to vote on all matters . a . President The President shall preside at all meetings of the board of trustees . He shall be a member ex-officio of all standing and other committees of the hospital , except that he shall be a voting member of the Executive Committee . He shall , with regard to individual abilities appoint all standing and special committees and the chairpersons thereof . He shall call all executive or emergency sessions . He shall sign all contracts approved by the 5 . trustees , and submit them to the Mayor for his signature . b . Vice-President In the absence , disability , or at the written direction of the President , the Vice-President shall assume all the duties of the President , appoint committees in the manner herein provided and he shall perform all other acts which he may be authorized to do by the trustees . Section 3 . Secretar,; The Trustees shall elect a secretary who need not be a member of the board . Initially , the director shall serve as secretary . The secretary shall keep accurate minutes of all meetings of the board . of trustees and keep them available for the reasonable inspection of the members At the opening of every regular meeting of the board , the secretary shall read the minutes of the previous meet- ing . The secretary will conduct the general correspondence of the trustees and be responsible for the compilation and issuance of agendas . Section 4 . Treasurer The trustees shall elect a treasurer who will be the chairperson of the Finance Committee and who will have the responsibility for the issuance of a minimum of one report per three month period , showing the general financial picture of the hospital and the non-profit corporation . Section 5 . Regular Meetings There shall be a regular meeting of the board of trustees once in every calendar month at a date , time and location selected by the board . In addition , meetings of standing committees shall occur once a month or on an as-needed basis . Meetings may be called into an executive session by the Presiding Officer . r, ` Section 6 . Emergency Meetings The Presiding Officer shall have the • authority to call an emergency meeting to deal with urgent matters . The Executive Committee shall be empowered to act in place of the board of trustees and to take temporary measures to deal with the situation until such time as the board can convene . Section 7 . Notice of meetings . A notice of each meeting of the board , stating the time and place and including an agenda , shall be sent to each trustee seven days before the meeting . In the case of emergency sessions , members may be informed by telephone . No written notice is required for committee meetings . Section 8 . Alteration , Amendment or Repeal of B,;_laws . These by- laws may be amended , altered or repealed at any meeting of the Board of Trustees by a two-thirds majority of those present and voting provided , however , that that majority be no less than eight members . Appropriate notice of the proposed changes shall be given to the secretary in time for them to be included in the agenda mailings . Section 9 Parliamentary Procedure Except as otherwise provided in these by- laws , the rules of parliamentary practice set forth in the 1971 Edition , Robert ' s Rules of Order Revised shall govern parliamen- tary questions arising at meetings of the Board . Except as specifically provided otherwise in these by- laws , all business shall be conducted by marjority vote of those present and voting . Section 10 Committees A . The Board may , at its discretion , establish , alter , and abolish any committees and/or sub-committees of the Board that it may , c' from time to time , deem necessary . The president shall appoint the members to serve on such committees or sub-committees , and also des- ignate a person to serve as Chairperson , with the exception of the 7 - Finance Committee where the Treasurer shall serve as Chairperson . The chairperson of each committee will give an oral report of his committee ' s activities at each general meeting of the board . The chairperson will also be responsible for an annual written report from his committee . B . The standing committees shall include the following : 1 . Executive Committee This committee shall consist of seven members including the president , vice-president and treasurer . The president shall be the chairperson . It shall have the power to represent the whole board in emergency sessions . It will be responsible for reviewing the performances of individual trustees . If a trustee should miss two consecutive meetings of either the board or his res- pective committee , or three meetings of either group over the course of a year , without sufficient excuse , or if a trustee should engage in activities harmful to the reputation or performance of the board or the hospital , the executive committee shall see to it that the removal of the member in question is voted on by the board at a regular meeting . Removal of a member from the board , or of a trustee officer from his position must be done by a two-thirds majority vote at a regular meeting . Members or officers so removed may , at the discre- tion of the board be given the opportunity to resign , prior to removal procedures by the board . 8 . The executive committee shall work with the President to develop the aforementioned educational programs for the trustee ' s benefit . Removal of a member of the Board of Trustees may appealed to the City Council . The decision of the City Council shall be final in these matters . II. Finance Committee This committee shall consist of three members including the Treasurer , who shall be chairperson . It 's primary responsibility will be to review the hospital ' s budget and make recommendations thereon prior to approval of the budget by the trustees . In addition , it shall have responsibility for the fidcal records of the non-profit corporation . The committee shall issue periodic reviews of the fiscal outlook of the hospital and the non-profit corporation and make appropriate recommendations thereon to the Executive Director and the Director of Fiscal Services , at least quarterly . III . Building and Space Committee This committee shall consist of five members and the President shall appoint a chairperson. It will have responsibility for long range planning of the growth of the hospital . On 'any construction project for maintenance , repairs , or replacement involving over two thousand dollars , the committee will review the project and make recommendations to the board ,prior to the signing of contracts by the President of the Board of Trustees and the Mayor . In addition, in its annual report , it will make projections of three to five year growth patterns of 9 the hospital . IV . JOINT CONFERENCE COMMITTEE The Joint Conference Committee shall be comprised of the President of the Board of Trustees , President of the Medical Staff , representative of the Trustees , Executive Director of the hospital and the immediate past President of the Medical Staff . The chair- manship shall be alternated between the governing body and the Medical Staff . DUTIES : The Joint Conference Committee shall conduct itself as a form for discussion of matters of hospital policies and practice, especially those pertaining to efficient and effective patient care . It shall provide medical administrative liaison with the governing body and the Executive Director. The meetings of the Joint Conference Committee shall be held at least quarterly and they shall submit written reports of their activities to the Executive Committee of the governing body and the Medical Staff . V . FUND RAISING COMMITTEE This committee will consist of five members and a chairperson will be appointed by the President . The committee shall have the authority to solicit funds for the non-profit corporation to be used at the dis- cretion of the trustees . VI . HUMAN RELATIONS COMMITTEE This committee will consist of five members and a chairperson will be appointed by the President. The. committee shall have the authority to interview candidates for administrative positions within the hospital and to make recommendations to the board . It shall also be responsible for conducting periodic 10 . performance evaluations of such administrative personnel . Section 11 REPRESENTATION OF THE MEDICAL STAFF The executive committee of the medical staff shall. appoint a representative from the staff to attend regular meetings of the board but without voting privileges . Section 12 NOMINATIONS On an annual basis , the board shall compile a list of qualified individuals to be submitted to the Mayor for his consideration in filling vacancies on the board . Section 13 AUXILIARY ORGANIZATIONS The trustees will define the extent and nature of all auxiliary organizations and recruit and screen applicants . The trustees shall have final ap- proval of the by-laws of auxiliary organizations . 11. ARTICLE II THE MEDICAL AND DENTAL STAFF Section 1 Qualification for Membership Members of the Medical and Dental Staff must be qualified legally, professionally and ethically for the positions to which they are appointed. Section 2 Organization of Medical and Dental Staff The physicians and dentist holding staff appointments in the institution shall organize themselves into the Medical and Dental Staff. The board shall have final approval over the by-laws of the staff organization (these by-laws should follow the guidelines published by the Joint Commission on the Accreditation of Hospitals) . Section 3 Executive Committee of Medical and Dental Staff There shall be an Executive Committee of the Medical and Dental Staff which shall consist of such members of said staff as the by-laws shall provide for. The Executive Director, or his delegate, shall represent the board of trustees at meetings of the executive committee of the medical staff, when so re- quested by the medical staff. Section 4 Duties of Medical and Dental Staff Subject to the provisions of Section 1 of these regulations, the Medical and Dental Staff shall have. the responsibility of carrying out and supervising medical and dental care in the hospital , shall maintain the highest standards of medical and dental care, and shall : 12. a . Carry out the policies of the board of trustees . b. maintain liaison with the executive director of the hospital , in order to facilitate smooth, effective and efficient operation of the hospital . c. require consultations in clinical cases in conformance with good medical practice . d. maintain constant analysis and review of the quality of clinical work done in the hospital . e. cooperate in maintaining high quality medical and dental records . f. recommend to the board of trustees staff appointments and staff privileges for physicians and dentists hold- ing appointment in the hospital . ` Section S. Charges to Patients All professional charges made to patients for medical and dental services within the depart- ment and all determinations respecting ability to pay such charges , shall be in accordance with standards and procedures approved by the board. Section 6 . Responsibility of Staff Physicians and dentists serving as heads of professional and ancillary services or in any other administrative capacity in the hospital shall , when carrying out such duties , pe responsible to the Chief of the Medical Staff. Section 7, Privileges of Staff The By-laws of the Medical and Dental Staff shall determine the privileges accorded the members of such staff, who, for such purpose may be divided into the following classes: active staff, associate staff, consulting staff and honorary staff. 1.3 . i Section 8. Appointment, Reappointment, and Removal of Members of the Medical and Dental Staff Subject to these bylaws, trustees shall appoint, reappoint and may remove all physicians and dentists on the hospital staff. Every such appointment and reappointment shall be for a fixed period not exceeding one year. Section 9. Procedure for Appointment Appointment to the Medical and Dental Staff shall be made in accordance with the pro- cedures stated in the Medical and Dental Staff bylaws ap- proved by the Board of Trustees of the Dr. J. Robert Shaughnessy Chronic Disease/Rehabilitation Hospital. Section 10. Appeal Procedure. Appeal from a denial of appointment or reappointment, removal, and denial, curtailment, sus- pension or revocation of clinical privileges as recommended by the Executive Committee of the Medical and Dental Staff may be made to the Board of Trustees. Grievances may be sent to the Board of Trustees by the aggrieved party (any member of the medical, dental, or hospital staff) . The action of the Board of Trustees shall be final in these matters. APPENDIX II RESPONSIBILITIES -OF TRUSTEES r 1 . RESPONSIBILITIES_OF-_TRUSTEES 1 . In the event the position of the executive director becomes vacant , the trustees shall appoint a new director , set his term , and fix the amount of his compensation . 2 . The trustees shall have the general care and control of the hospital provided for by all applicable general laws . 3 . The trustees shall have the powers and perform the duties from time to time conferred or imposed on them by statute or ordinance . 4 . The trustees shall set up educational and professional requirements for all classes and grades of positions in the hospital . 5 . The trustees shall make rules and regulations for the 14 government of the hospital and the officers and employees in its se:-v ice . 6 . The trustees shall , at the appropriate time , submit to the Mayor an estimate in detail , of the appropriations required for the hospital for the next fiscal year and shall have the powers to expend all appropriations made for the purposes of the hospital . 7 . The trustees shall make , subject to all applicable statutes and ordinances , such contracts as may be necessary or convenient to operate the hospital facilities under the general care and control of the board and execute the health laws , rules and regu- lations . t 2 . RESPONSIBILITIES OF TRUSTEES (continued) 8 . The trustees shall , upon the recommendations of the director , fix the charges to be paid for any article furnished , service rendered or work performed by the department . 9 . The Civil Service laws shall not apply to the director or any department head , nor to any member of the medical staff . 10. The Board of Trustees of the Dr . J . Robert Shaughnessy Chronic Disease Rehabilitation Hospital is hereby made a non- profit corporation by the same name, and said board and its successors shall continue as a body corporate for the purposes set forth hereinafter in the bylaws with all the. powers and privileges , and subject to all the duties , restrictions and liabilities in the general laws relating to such corporations . 11 . Said corporation shall have authority to take and hold real and personal estate which may be given, granted , bequeathed or devised to it ; and accepted by the trustees for any purpose connected with the hospital . 12 . Said corporation shall , in addition , have authority for any purpose to contract with, or to accept grants or gifts from governments or governmental agencies , charitable foundations , private corporations or individuals , and to hold and expend the funds received under such contracts., grants or gifts . 13 . The trustees , upon the recommendation of the director , shall have the authority to create staff positions and define the nature and scope of the position; they shall set salary ranges and benefit packages for the job with confirmation of the City S of Salem City Council. The Trustees shall set individual salaries 3 • RESPONSIBILITIES OF TRUSTEES (continued) and increments thereon within these ranges . They shall have the authority upon the recommendation of the director in the case of hospital staff and the executive medical staff committee in the case of medical staff , to dismiss any employee . 14 . The trustees shall have the authority to select persons to fill these positions from a list of candidates submitted to them by the director . 15 . This act shall take effect upon its acceptance by the Mayor and City Council of the City of Salem. APPENDIX ill RESPONSIBILITIES OF EXECUTIVE DIRECTOR 1 . RESPONSIBILITIES OF EXECUTIVE DIRECTOR The trustees shall appoint an officer , known as the execu- tive director , hereinafter called the director , who shall have such powers , and perform such of the duties of the board as the board may from time to time have delegated to him and not recalled , including while so delegated , the following powers and duties : 1 . The director shall be responsible for the direction of overall activity of the hospital including planning , operation and control , subject to the directives and esta blished objectives set forth by the trustees of the hospital . 2 . The director shall exercise authority over total operations of the hospital in conformance with general directives and objectives set forth by the trustees . 3 . The director shall meet with medical staff and department heads to establish operating policies and procedures for all departments . 4 . The director , subject to the approval of the Board of Trustees , shall select competent personnel to head and staff all departments ; monitor the competence of the work force ; .maintain adequate and up-to-date personnel programs including comprehensive personnel policies . 5 . The director shall maintain the institution ' s accounting system and regularly check the financial status of the institution , recommending changes in fee schedules and wage c. scales , subject to approval of the trustees . 6 . The director shall keep informed of the federal , state 2 . RESPONSIBILITIES OF EXECUTIVE DIRECTOR (continued) and local laws as well as the recommendations and policies as set forth by national and state associations in which this institution maintains a membership ; he shall main- tain compliance with the rules and regulations of third party agencies . 7 . The director shall seek to improve institutional operations and facilities by complying with requirements as set forth by the Joint Commission on Hospital Accreditation ; establish safety programs including fire and disaster plans ; establish and maintain a public relations and promotion program and participate in community health activities ; represent the hospital at all top level meetings and conferences , or delegate a representative to do so ; review the physical structure and facilities of the institution and direct repairs , new construction and replacement where necessary , following the directives of the trustees . 8 . Subject to the approval of the Board of Trustees the director shall enter into transfer agreements with other institutions and medical facilities for diagnostic and treatment services . 9 . The director may from time to time delegate to , and recall from, one or more of his assistants one or more of his powers ; but he shall be responsible for the acts done under such delegation . 10 . The director shall be a non-voting member of the board of trustees and shall attend , or delegate a representative 3. RESPONSIBILITIES OF TRUSTEES (continued) and increments thereon within these ranges . They shall have the authority upon the recommendation of the Director in the case of hospital staff and the Medical Staff Executive Committee in the case of the Medical Staff , to dismiss any employee . 14 . The Trustees shall have the authority to select persons to fill these positions from a list of candidates submitted to them by the Human Resources Committee. 15 . Any Trustee having a duality of interest or a potential conflict of interest on any matter being considered by the Board or a committee thereof on which he serves , shall abstain from voting on that matter , and shall abstain from using his personal influence to affect the Board ' s decision on the matter. The minutes of the meeting of the Board or committee shall reflect that a disclosure was made and that the interested member abstained from voting on the question .