AMENDED AND SUBSTITUTED BYLAWS
OF
BUENA VISTA
REGIONAL MEDICAL CENTER
BOARD OF TRUSTEES

Storm Lake, Iowa

Revised February 2007

TABLE OF CONTENTS


I. NAME

II. MISSION

III. BOARD OF TRUSTEES


Section 1. Composition
Section 2. Eligibility
Section 3. Powers
Section 4. Vacancies - Removal
Section 5. Compensation - Expenses
Section 6. Fiscal Year
Section 7. Medical Liaison

IV. MEETINGS OF THE BOARD OF TRUSTEES

Section 1. Regular Meetings
Section 2. Special Meetings
Section 3. Quorum
Section 4. Conduct of Meetings

V. OFFICERS

Section 1. Officers
Section 2. Manner of Selection
Section 3. Duties of Chairperson
Section 4. Duties of the Secretary
Section 5. Duties of the Treasurer
Section 6. Surety Bond
Section 7. Removal of Officers

VI. COMMITTEES

VII. CHIEF EXECUTIVE OFFICER


Section 1. Selection & Accountability
Section 2. Authority & Duties of the Chief Executive Officer
Section 3. Performance Appraisal

VIII. MEDICAL STAFF

Section 1. Organization
Section 2. Medical Staff Bylaws, Rules & Regulations
            A. Purpose
            B. Procedure
Section 3. Medical Staff Membership & Clinical Privileges
            A. Delegation to the Medical Staff
            B. Action by the Board
            C. Criteria for Board Action
            D. Terms & conditions of Staff Membership & Clinical Privileges
            E. Procedure
Section 4. Fair Treatment
Section 5. Exclusive Contracts

IX. QUALITY OF MEDICAL, PROFESSIONAL & HOSPITAL SERVICES

Section 1. General Accountability
Section 2. Accountability to Board
Section 3. Documentation

X. CONFLICT OF INTEREST

Section 1. Statement of Policy
Section 2. Procedures for Disclosure

XI. AUXILIARY

XII. BIDDING REQUIREMENTS

XIII. AMENDMENTS





I. NAME

The name of this county public hospital, organized and operated in accordance with the laws of the State of Iowa, shall be Buena Vista Regional Medical Center (herein referred to as "Medical Center").

II. MISSION

The mission of Buena Vista Regional Medical Center is to provide premiere healthcare services to those in our region.

III. BOARD OF TRUSTEES

Section 1. Composition

The Board of Trustees (herein referred to as "Board") shall consists of seven (7) members elected by the voters of Buena Vista County.

Section 2. Eligibility

Any person who meets the qualifications set forth in Section 347.9 of the Code of Iowa shall be eligible for election to the Board. The members of the Board shall be elected on a nonpartisan basis by the registered voters of Buena Vista County for six year terms, and shall hold their respective offices until their successors are duly elected and qualified.

Section 3. Powers

The Board shall govern the Medical Center in accord with those powers granted to it in Chapter 347 of the Iowa Code and pursuant to the Board's Policies.

Section 4. Vacancies - Removal

The Board shall fill vacancies on the Board as set forth in Sections 347.10 and 69.12 of the Code of Iowa. Should any Board member be absent for four consecutive regular meetings, without prior excuse, the member's position shall be declared vacant and filled pursuant to the Code sections cited.

Section 5. Compensation - Expenses

No Trustee shall receive any compensation for services performed, but Trustees shall be reimbursed for any cash expenditures actually made for personal expenses incurred in the performance of their duties as Trustees. In accordance with Section 347.19 of the Code, an itemized statement of such personal expenses incurred, verified by the oath of the Trustee, shall be filed with the Board Secretary, and the expenses shall be allowed only by an affirmative vote of all Trustees present at a duly constituted meeting of the Board.

Section 6. Fiscal Year

The fiscal year shall begin on July 1 of each year and end on June 30 of the following year.

Section 7. Medical Liaison

To provide for effective communication between the Board and the Medical Staff, the Chief of the Medical Staff shall be invited to attend the regular meetings of the Board, and may be invited to attend special meetings as appropriate.

IV. MEETINGS OF THE BOARD OF TRUSTEES

Section 1. Regular Meetings

Regular meetings shall be monthly and attendance shall be documented. The Board shall, by standing resolution, designate the time and place of regular meetings. The Trustees shall be notified of each regular meeting at least three (3) days prior to the meeting. At the January meeting in every odd numbered year the Board shall elect its officers and appoint its members to committees for the terms specified in these Bylaws.

Section 2. Special Meetings

Special meetings of the Board may be called at any time by the Chairperson and shall be called upon the request of three (3) Trustees, notice of which shall state the purpose of the meeting and shall be disseminated by the Chief Executive Officer to each Trustee at least twenty-four (24) hours prior to the meeting. No business, other than that stated in the notice, shall be transacted at the special meeting.

Section 3. Quorum

Four members of the Board shall constitute a quorum at any meeting of the Board, unless otherwise specified in these Bylaws.

Section 4. Conduct of Meetings

Meetings of the Board shall be posted and conducted in accordance with the Open Meetings laws of the State of Iowa. Unless otherwise specified, meetings shall be conducted according to Robert's Rules of Order; however, technical or non-substantive departures from these rules shall not invalidate any action taken at a meeting.

V. OFFICERS

Section 1. Officers

The officers shall be a Chairperson, a Secretary and a Treasurer.

Section 2. Manner of Selection

The officers of the Board shall be nominated and elected at the regular January meeting in every odd numbered year, by and from the members of the Board, and shall hold their respective offices until their successors are elected and qualified.

Section 3. Duties of Chairperson

The Chairperson shall call and preside at all meetings of the Board and countersign with the Secretary all deeds, leases, and conveyances executed by the Medical Center. The Chairperson shall also perform such additional duties as required by the Board or as may be prescribed from time to time by these Bylaws and/or State and Federal laws. In the absence of the Chairperson at a meeting of the Board, the Secretary shall preside at said meeting.

Section 4. Duties of the Secretary

The Secretary shall keep or cause to be kept an accurate and complete record of all proceedings of the Board; report to the county auditor and treasurer the names of the chairperson, secretary, and treasurer as soon as possible after their election and qualification; direct the drawing of all Warrants which would be Board approved; file monthly on or before the thirtieth day of each month with the Board a complete statement of all receipts and disbursements from all funds during the preceding month, and also the balance remaining on hand in such funds at the close of the period covered by said statement; and countersign with the Chairperson all deeds, leases, and conveyances executed by the Medical Center.

Section 5. Duties of the Treasurer

The Treasurer shall keep or cause to be kept an accurate account of all receipts and disbursements; make collection of all accounts for hospital services rendered to persons other than indigent patients or patients entitled to free care as provided in section 347.16; and shall register all orders drawn and reported by the Secretary showing the number, date, to whom drawn, the fund upon which drawn, the purpose and amount; and arrange for the receipt and disbursement of all funds.

Section 6. Surety Bond

The Secretary and Treasurer shall each file with the Chairperson a surety bond in such sum as the Board may require, with said sureties to be approved by the Board for the use and benefit of the Medical Center.

Section 7. Removal of Officers

Removal of an elected officer may be initiated by a petition signed by at least three Trustees. Removal shall be considered at a special meeting called for that purpose. Removal shall require a majority vote of the Trustees eligible to vote for officers.

VI. COMMITTEES

In order to effectively accomplish the objectives of the Medical Center, committees deemed necessary by the Board shall be appointed by a majority vote of the Trustees. The committees shall have such powers and duties, consistent with those policies adopted by the Board, as may be determined and amended by the Board. Committees may be abolished if no longer needed. Committee members and the Chairperson of each, with the exception of the members of the Owner Relations Committee, will serve a term of two years or until their successors are appointed and duly qualify. The Committee members of the Owner Relations Committee will serve a term of eight (8) months or until their successor are appointed and duly qualify.

VII. CHIEF EXECUTIVE OFFICER

Section 1. Selection and Accountability

The Board shall select and employ a competent experienced Chief Executive Officer, who shall be the Chief Executive Officer of the Medical Center and who shall act in all matters as the duly authorized representative of the Board in the management and operation of the Medical Center. The Chief Executive Officer shall have the necessary authority and shall be held fully accountable for the administration of the Medical Center activities, subject only to such policies as may be adopted and such directives as may be issued by the Board. The Chief Executive Officer shall be responsible only to the Board for the proper performance of his/her duties.

Section 2. Authority and Duties of the Chief Executive Officer

The authority and duties of the Chief Executive Officer have been adopted by the Board and are contained in the Policy Governance Manual prepared at the request of the Board.

Section 3. Performance Appraisal

The Board shall conduct an annual appraisal of the Chief Executive Officer's performance.

VIII. MEDICAL STAFF

Section 1. Organization

The Board shall cause to be created a medical staff organization, to be known as the Medical Staff of Buena Vista Regional Medical Center, whose membership shall be comprised of all licensed physicians, dentists, podiatrists, and psychologists who are privileged to attend patients in the Medical Center. Membership in this Medical Staff organization shall be a prerequisite to the exercise of clinical privileges in the Medical Center, except as may be otherwise specifically provided in the Medical Staff Bylaws.

Section 2. Medical Staff Bylaws, Rules and Regulations

A. Purpose

     The Medical Staff shall propose and adopt by vote, bylaws, rules and regulations for its internal governance which shall be effective when approved by the Board. The Medical Staff Bylaws shall create an effective administrative unit to discharge the functions and responsibilities assigned to the medical staff by the Board, including the quality requirements referenced in IX following. The bylaws, rules and regulations shall state the purpose, functions and organization of the staff and shall set forth the policies by which the medical staff exercises and accounts for its delegated authority and responsibilities.

B. Procedure

     The Medical Staff shall have the initial responsibility to formulate, adopt, and recommend to the Board, bylaws and amendments thereto which shall be effective when approved by the Board. If the staff fails to exercise this responsibility in good faith and in a reasonable, timely and responsible manner, and after written notice from the Board to such effect including a reasonable period of time for response, the Board may resort to its own initiative in formulating or amending medical staff bylaws. In such event, the recommendations and views of the Medical Staff shall be carefully considered by the Board during its deliberations and in its actions.

Section 3. Medical Staff Membership and Clinical Privileges

A. Delegation to the Medical Staff

     The Board shall delegate to the Medical Staff the responsibility and authority to investigate and evaluate all matters relating to Medical Staff membership status, clinical privileges and corrective action, and shall require that that staff adopt and forward to it specific written recommendations with appropriate supporting documentation that will allow that Board to take informed actions.

B. Action by the Board

     Final action on all matters relating to Medical Staff membership status, clinical privileges and corrective action affecting practice privileges or entailing penalties shall be taken by the Board after considering the staff recommendations, provided that that Board shall act in any event if the staff fails to adopt and submit any such recommendation within the time periods set forth in the Medical Staff Bylaws. Such Board action without a staff recommendation shall be based on the same kind of documented investigation and evaluation of current ability, judgment, and character as is required for staff recommendations.

C. Criteria for Board Action

     In acting on matters of Medical Staff membership status, the Board shall consider the recommendations of the Medical Staff, the needs of the Medical Center and the community, and such additional criteria as are set forth in the Medical Staff Bylaws. In granting and defining the scope of clinical privileges to be exercised by each practitioner, the Board shall consider the staff's recommendations, 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 nor specific clinical privileges shall be limited or denied to a practitioner on the basis of sex, age, race, national creed, color, or nation origin, or on the basis of any other criterion unrelated to good patient care at the Medical Center to professional qualifications, to the Medical Center's purposes, needs and capabilities, or to community needs.

D. Terms and conditions of Staff Membership and Clinical Privileges

     The terms and conditions of membership status in the Medical Staff, and of the exercise of clinical privileges, shall be specified in the Medical Staff Bylaws or as more specifically defined in the notice of individual appointment.

E. Procedure

     The procedure to be followed by the Medical Staff and the Board in acting on matters of membership status, clinical privileges, and corrective action shall be specified in the Medical Staff Bylaws.

Section 4. Fair Treatment

The Board shall require that any adverse recommendation made by the Executive Committee of the Medical Staff or any adverse action taken by the Board with respect to a practitioner's staff appointment, reappointment, department affiliation, staff category, admitting prerogative or clinical privileges, shall, except under circumstances for which specific provision is made in the Medical Staff Bylaws, be accomplished in accordance with the Medical Staff Bylaws. Such Bylaws shall provide for procedures to assure fair treatment and afford opportunity for the presentation of all pertinent information. For the purposes of this Section, an "adverse recommendation" of the Medical Staff Executive Committee and an "adverse action" of the Board shall be as defined in the Medical Staff Bylaws.

Section 5. Exclusive Contracts

The Board shall have the authority to enter from time to time into contracts or employment relationships with practitioners, partnerships or corporations to provide certain administrative services or assume responsibility for certain hospital-based specialty services such as radiology, pathology and anesthesiology. All persons functioning pursuant to such contracts or employment relationships, who would be subject to provisions of the Medical Staff Bylaws, shall obtain and maintain staff appointment and/ or clinical privileges in accordance with the Medical Staff Bylaws.

If a question arises concerning clinical competence that may affect such individual's staff appointment or clinical privileges during the term of the contract, that question shall be processed in the same manner as would pertain to any other medical or allied health professional staff appointee. If a modification of privileges or appointment occurs that is sufficient to prevent the individual from performing his contractual duties, the contract shall automatically terminate.

Clinical privileges and staff appointment that are necessary to carry out the obligations of the contract or employment shall be valid only during the term of the contract. In the event that the contract or employment expires or is terminated for any reason, the clinical privileges and any staff appointment resulting from the contract or employment shall automatically expire at the time the contract or employment expires or terminates. This expiration of clinical privileges and staff appointment or the termination or expiration of the contract itself, shall not entitle the individual to any hearing or appeal, unless there is a specific provision to the contrary in the contract. In the event that only a portion of the individual's clinical privileges are covered by the contract or employment, only that portion shall be affected by the expiration or terminations of the contract or employment. Specific contractual or employment terms shall in all cases be controlling in the event that they conflict with provisions of the Medical Staff Bylaws or these Bylaws of the Board.

IX. QUALITY OF MEDICAL, PROFESSIONAL AND MEDICAL CENTER SERVICES

Section 1. General Accountability

The Board shall be accountable, after considering the recommendations of the Medical Staff and the other health care professional staff providing patient care services, for the conduct of specific review and evaluation activities which assess, preserve and improve the overall quality and efficiency of patient care in the Medical Center and to minimize risk. The Board, through the Chief Executive Officer, shall provide whatever administrative assistance is reasonably necessary to support and facilitate the implementation and the ongoing operation of these review and evaluation activities.

Section 2. Accountability to Board

The Medical Staff shall conduct and be accountable to the Board for conducting activities that contribute to the preservation and improvement of the quality and efficiency of patient care provided in the Medical Center and for the minimization and management of risk. These activities shall include:

A. review and evaluation of the quality of patient care through a valid and reliable patient care audit procedure;

B. review and evaluate the effectiveness of the Medical Center's risk management program;

C. ongoing monitoring of patient care practices through the defined functions of the Medical Staff, other professional services, and the Chief Executive Officer.

D. definition of the clinical privileges which may be appropriately granted within the Medical Center and within each department, delineation of clinical privileges for members of the Medical Staff commensurate with individual credentials and demonstrated ability and judgment, and assignment of patient care responsibilities to other health care professionals consistent with individual qualification and demonstrated ability;

E. provision of continuing education, shaped primarily by the needs identified through the review and evaluation activities;

F. review of utilization of the Medical Center's resources to provide for their allocation to patients in need of them; and

G. such other measures as the Board may, after considering the advice of the Medical Staff, the other professional services and the Chief Executive Officer, deem necessary for risk management and the preservation and improvement of the quality and efficiency of patient care.

Section 3. Documentation

The Board shall require, receive, consider and act upon the findings and recommendations emanating from the activities required by Section 2. All such findings and recommendations shall be in writing, signed by the persons responsible for conducting the review activities, and supported and accompanied by appropriate documentation upon which the Board can take informed action.

X. CONFLICT OF INTEREST

Section 1. Statement of Policy

Trustees, officers, key employees, and Medical Staff members with administrative responsibility shall exercise the utmost good faith in all transactions touching upon their duties to the Medical Center and its operations. In their dealings with and on behalf of the Medical Center, they shall be held to a strict rule of honesty and fair dealing between themselves and the Medical Center. All acts of such persons shall be for the best interests of the Medical Center. Such person shall not accept any material gifts, favors, or hospitality that might influence their decision making or actions affecting the institution. They shall not use their position or knowledge gained there from so that a conflict might arise between the interest of the Medical Center and that of the individual.

In accordance with Iowa law, a person or spouse of a person with medical or special staff privileges in the county public hospital or who receives direct or indirect compensation in an amount greater than one thousand five hundred dollars in a calendar year from the county public hospital or direct or indirect compensation in an amount greater than one thousand five hundred dollars in a calendar year from a person contracting for services with the hospital shall not be eligible to serve as a trustee for that county public hospital. However, this section does not prohibit a licensed health care practitioner from serving as a hospital trustee if the practitioner's sole use of the county hospital is to provide health care service to an individual with mental retardation as defined in section 222.2.

Section 2. Procedures for Disclosure

Any trustee, officer, key employee, or Medical Staff member with administrative responsibility having an actual or potential interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification, shall make a prompt, full and frank disclosure of his or her interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction which might reasonably be construed to be adverse to the Medical Center's interest.

The body to which such disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist. If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate in the deliberations with respect to such contract or transaction.

The foregoing requirement shall not be construed to prevent the individual with a possible conflict from briefly stating his or her position on the matter, or from answering pertinent questions from other members of the Board, since his or her knowledge may be of assistance to them in their deliberations. Such person may be counted in determining the existence of a quorum at any meeting where the contract or transaction is under discussion or is being voted upon. The minutes of the meeting shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participation, and whether a quorum was present.

In addition, trustees, officers, key employees, and Medical Staff members with administrative responsibility shall be required to complete and submit to the Medical Center an annual confidential disclosure statement to be prescribed by the Medical Center Board.

XI. AUXILIARY

The Board shall investigate the applications of all groups or organizations who wish to assist in the physical improvement of the Medical Center property and the well being of patients at the Medical Center. Upon approval by the Board, these auxiliary groups organizations may function in the Medical Center as authorized by the Board.

A. The Board hereby authorizes the Buena Vista Regional Medical Center Auxiliary to become an integral part of Buena Vista Regional Medical Center under the terms and conditions as set out hereunder.

B. The Board authorizes the CEO to approve any and all expenditures by the Auxiliary for the physical improvement of the Medical Center or its equipment and any other matters affecting treatment of patients. The Auxiliary may have bank accounts and savings accounts by reason of its own income from due, activities, and gifts, but disbursement shall be subject to this provision.

C. The Auxiliary shall agree to work cooperatively with the Medical Center Chief Executive Officer and shall submit all changes to its Bylaws to the Secretary of the Board a minimum of seven days before meeting of Board for approval. Decisions of the Board in these matters shall be final.

XII. BIDDING REQUIREMENTS

The Board shall comply with the Code of Iowa with respect to purchase of equipment, improvements and supplies for the Medical Center.

XIII. AMENDMENTS

These Bylaws may be amended by a majority vote of the Board at any regular or special meeting, provided due notice of intention to amend and a full statement of such proposed amendment shall have been published in the notice calling the meeting, which shall be sent to all trustees at least fourteen (14) days before the meeting at which the amendment is to be voted upon. These Bylaws shall be reviewed annually.

Adopted and approved this 26th day of March 2007.