HHCEB Bylaws
DEFINITIONS
For purposes
of these Bylaws, the terms herein referred to shall have the following
meanings:
- The term
"Regents" means the Regents of the University of Michigan
and the term "Regent" means an individual member of
the Regents.
- The term
"Board" means the Executive Board of University of Michigan
Hospitals and Health Centers.
- The term
"HHC" means University of Michigan Hospitals and Health
Centers.
- The term
"Medical Staff" means the formal organization of all
licensed physicians, dentists, scientists and other licensed individuals
permitted by law, and the HHC’s Medical Staff Bylaws to have clinical
privileges to provide health care services to patients of the
HHC.
- The term
"University" means the University of Michigan.
ARTICLE
I
Purposes
Section
1.1. PURPOSES. The purposes of the HHC shall be to assist
and aid the sick and injured; to prevent and cure disease and suffering;
to provide health care, consultation and services to those in need;
to educate and train, and assist in any manner in the education
or training of, persons in or associated with the medical profession
or associated with any aspect of health care; to participate in
medical and biological research; to build, maintain and operate
and to assist in building, maintaining and operating, hospitals,
clinics, dispensaries, outpatient facilities and research and educational
institutions; and to provide the people of the State of Michigan
with health care services and a regional tertiary medical facility,
including the provision of suitable facilities for the teaching
and advancement of medicine and allied sciences, arts and skills.
ARTICLE
II
Establishment
of Board/Delegation By Regents
Section
2.1. ESTABLISHMENT. The Board is established by the Regents.
The Board is delegated such authority as is provided by action of
the Regents, through the Regents' Bylaws, approval of these HHC
Bylaws, and other actions as the Regents may take from time to time.
Section
2.2. ROLE AS GOVERNING BODY. Subject to the Reserved
Powers of the Regents (as described in the Regents Bylaws and Section
3.3 below), the Board is Authorized and designated to act as the
"governing body" of HHC for hospital licensing, accreditation,
compliance, and related purposes. The Regents remain ultimately
responsible for establishing the mission, goals and objectives of
the HHC and for the quality of medical services provided at the
HHC.
ARTICLE
III
Executive
Board
Section
3.1. COMPOSITION. There shall be a Board of the HHC and
it shall be composed of the Chief Executive Officer of the HHC ("CEO");
the President of the University; the Dean of the Medical School;
the Dean of the School of Nursing; the Provost and Executive Vice
President for Academic Affairs; the Executive Vice President and
Chief Financial Officer; the Vice President for Government Relations;
the Executive Vice President for Medical Affairs; the Chief of Staff
of the HHC; the Chief of Nursing Affairs; and two members of the
Medical Staff of the HHC who shall be appointed by the Regents following
a Medical Staff election in which any Active member of the Medical
Staff may run for office, recommendation by the HHC's Executive
Committee for Clinical Affairs, and approval by the Board. The Medical
Staff members shall serve four year staggered terms to provide one
replacement every two years.
Section
3.2. POWERS RESERVED TO THE REGENTS. The Regents is responsible
for establishing the mission, goals and objectives of the HHC as
described in Section 11.15 of the Regents' Bylaws and for the quality
of medical care services provided; approval of these Bylaws and
any amendments thereto proposed by the Board; approval of all major
programs and operating budgets; approval of capital and facility
plans; and appointment of the CEO of the HHC. In all of these matters,
the Board shall make recommendations to the President of the University
and the Regents.
Section
3.3. GENERAL RESPONSIBILITIES OF THE BOARD. The Board
is responsible to establish programs, services and administrative
units to meet the goals and objectives of the HHC; to review and
approve or otherwise ratify policies for patient care; to review
and approve or otherwise ratify Medical Staff Bylaws, rules and
policies governing medical care rendered; to appoint and delineate
hospital and health center privileges for medical/dental staff members;
to review and approve or otherwise ratify the organizational structure
of the HHC; to determine appropriate delegation of authority to
the CEO; to ensure fulfillment of requirements for HHC management;
to review and approve or otherwise ratify HHC sponsored training
programs; to review and approve or otherwise ratify appropriate
use of the HHC for clinical, educational and training experience
by various health schools of the University and other teaching institutions;
to establish, under the supervision of the CEO, a continuous quality
improvement (including patient safety) program at the HHC; to review
and approve a code of conduct for the HHC; to promote conformity
with all federal, state and local laws and regulations; to recommend
construction projects and building renovation projects to the Regents
for action; to evaluate its own performance on a biennial basis;
and to take such steps as are needed to provide for periodic evaluation
of HHC operations to assure that goals and objectives are achieved;
and that conflicts that may adversely affect the HHC's ability to
function appropriately are promptly identified and resolved.
Section
3.4. GENERAL MEDICAL STAFF RESPONSIBILITIES OF THE BOARD. In addition to reviewing and approving the Medical Staff Bylaws,
rules and policies that govern medical care rendered, the Board
is responsible for appointment, reappointment and changes in or
curtailment of staff privileges for members of the Medical Staff;
reviewing and approving requests from the Chief of Staff to establish
or terminate clinical programs and/or services; voting on nominations
for service chiefs and/or program directors that have been submitted
to the Board by the Executive Committee on Clinical Affairs and
acting as a final appeal body pursuant to the Medical Staff Bylaws,
rules and policies.
Section
3.5. GENERAL REPORTING RESPONSIBILITIES OF THE BOARD. The Board shall submit periodic reports, but not less than annually,
through the President of the University to the Regents describing
its execution of the delegated powers set forth in Section 3.3 above
and the Regents Bylaws. The Board shall also submit to the Regents
a copy of approved minutes of each meeting of the Board.
Section
3.6. MEETINGS. Regular meetings of the Board shall be
held at least quarterly, at a time and place to be determined by
the Board. Special meetings of the Board may be called by the Chair
or may be called by the Secretary upon the request of three Board
members.
Section
3.7. NOTICE OF MEETINGS. Notice of regular meetings to
Board members shall be through the distribution of the agenda and
supporting materials for the meeting, generally at least three working
days in advance of a Board meeting (other than an urgent special
meeting). Notice of any special meeting of the Board shall be given
with as much advance notice as is practicable under the circumstances,
but ordinarily at least three working days prior to the meeting,
by written notice delivered personally or sent by electronic means,
mail, expedited delivery, or telegram. Unless less than three (3)
working days advance notice is given (in which case the reason for
the urgent meeting must be specified), neither the business to be
transacted nor the purpose of any meeting of the Board must be specified
in the notice.
Section
3.8. QUORUM AND VOTING REQUIREMENTS. Six Board members
then in office shall constitute a quorum for the transaction of
business at any meeting of the Board, and any action taken by a
majority of the Board members attending at which a quorum is present
shall be the action of the Board for all purposes. If a quorum is
not present at any meeting, a majority of the Board members present
may adjourn the meeting from time to time and to another place,
without notice other than announcement at the meeting, until a quorum
is present.
Section
3.9. WRITTEN CONSENT. Any action required or permitted
at any meeting of the Board may be taken without a meeting, without
prior notice and without vote if all of the members of the Board
entitled to vote thereon consent in writing. Such written consents
shall be filed with the minutes of the proceedings and shall have
the same effect as a vote for all purposes.
Section
3.10. PRESENCE. With the consent of the chair or a majority
of the members of the Board, any or all Board members may participate
in any meeting by, or through the use of, any means of communication
by which all Board members participating may simultaneously hear
each other during the meeting. A Board member so participating is
deemed to be present in person at the meeting.
ARTICLE
IV
Officers
of the Board
Section
4.1. OFFICERS. The officers of the Board shall be a Chair
of the Board, a Vice-Chair and a Secretary.
Section
4.2. CHAIR OF THE BOARD. The Chair of the Board shall
preside at all meetings of the Board and shall perform such other
duties as may from time to time be delegated by the Board. The Chair
shall be named by the President of the University and the Regents
from among the Board's members.
Section
4.3. VICE-CHAIR OF THE BOARD. In the absence of the Chair
or the Chair's inability or refusal to act, the Vice-Chair shall
perform the duties of the Chair and, when so acting, shall have
all the powers and be subject to all the restrictions of the Chair.
The Vice-Chair shall be appointed by the Board from among the Board's
members, and may be removed or replaced as such by the Board at
any time.
Section
4.4. SECRETARY OF THE BOARD. The Secretary shall keep
the minutes of the Board; see that all notices are duly given; maintain
a record of attendance of the members at the various meetings of
Committees and, in general, perform all duties incident to the office
of the Secretary. The Secretary shall be appointed by the Board
from among the Board's members, and may be removed or replaced as
such by the Board at any time.
ARTICLE
V
Chief
Executive Officer of the Hospitals and Health Centers
Section
5.1. CHIEF EXECUTIVE OFFICER. The CEO shall be the chief
executive officer of the HHC and, subject to the control and direction
of the Board, the President of the University, the Executive Vice-President
for Medical Affairs, and the Regents, shall manage the administration
and affairs of the HHC. The CEO shall be a member of the Board,
Associate Vice President of the University of Michigan Health System,
and ex officio member of the Executive Committee on Clinical Affairs
and the Medical School Executive Committee.
Section
5.2. GENERAL DUTIES OF THE CHIEF EXECUTIVE OFFICER. The
CEO shall perform all duties incident to the office of the CEO and
such other duties as may be prescribed by the Board from time to
time consistent with its delegated authority. The CEO, in coordination
with Medical Staff administration, shall establish systems and methods
to assure effective communications among the Medical Staff, the
administration, the Board and all health care delivery systems that
are corporately and functionally related to the HHC. The CEO shall
also ensure that members of the Medial Staff comply with the Bylaws
and rules and regulations of the Medical Staff. The CEO shall establish
and oversee a system of institutional planning and will consult
with the Medical Staff and other groups and services within the
HHC the CEO believes may contribute to the planning process. The
CEO also shall develop, and submit to the Board for approval, a
plan of organization for the conduct of HHC operations and the achievement
of the HHC's objectives. This plan shall be reviewed and, as necessary,
revised on an ongoing basis.
The CEO shall
be responsible for effectuating all of the policies of the HHC and
for assisting in the development of such policies. The CEO shall
facilitate establishment and maintenance by HHC of personnel policies
and practices that are consistent with the University's policies
and practices, and shall also ensure that the HHC has a continuous
quality improvement program. The CEO also shall prepare and present
to the Board periodic reports that address the clinical affairs
and financial activities of the HHC and any special reports that
may be required by the Board.
The CEO may,
to the extent delegated by the Regents and unless otherwise directed
by the Board, execute such contracts and other instruments as the
conduct of the HHC's business in its ordinary course requires, and
may delegate this authority in writing to one or more of the Associate/Assistant
Directors of the HHC. The CEO shall be responsible for supervising
all of the HHC's business affairs and for promoting prudent and
cost-effective management of HHC funds. The CEO shall also prepare
an annual budget.
ARTICLE
VI
Committees
Section
6.1. STANDING COMMITTEES. The Board may establish committees
as it deems necessary, and shall define the powers and responsibilities
of such committees. Heads and members of each committee shall be
appointed and may be removed at any meeting of the Board. Vacancies
in standing committees may be filled at any regular or special meeting
of the Board. Persons who are not members of the Board may serve
on such committees as the Board deems appropriate.
Section
6.2. QUORUM. A simple majority of the members of any
committee shall constitute a quorum at any meeting, and any action
taken by a majority of the members attending any meeting at which
a quorum is present shall be the action of the committee for all
purposes.
ARTICLE
VII
Medical
Staff
Section
7.1. ORGANIZATION AND BYLAWS. The Board shall cause to
be established a medical staff organization composed of the physicians
and other licensed, independently practicing health professionals
who are duly appointed to membership and granted appropriate clinical
privileges in accordance with applicable law and accreditation requirements,
as well as rules and procedures established by the Board, the Medical
Staff and the Regents. Appointment to the Medical Staff shall be
a prerequisite to the exercise of clinical privileges in the HHC
except as otherwise specifically provided in the Medical Staff bylaws,
rules and policies. The Medical Staff shall prepare, adopt and periodically
review Medical Staff Bylaws and rules and policies that are consistent
with HHC policy and applicable legal and accreditation requirements,
subject to approval by HHC.
ARTICLE
VIII
Provision
of Services by the HHC
Section
8.1. PROVISION OF SERVICES GENERALLY. The professional
medical service of the HHC will be rendered by the departments or
units of the Medical School to which the responsibility of the care
of patients and the operation of clinical laboratories are delegated.
Patients will be admitted to the HHC for diagnosis, care, and treatment
which will be provided in accordance with rules and regulations
formulated from time to time by the Board and approved by the Regents.
Section
8.2. NONDISCRIMINATION. The HHC in employment and access
to services, considers people on the basis of individual merit and
without regard to race, sex, color, religion, creed, national origin
or ancestry, age, marital status, sexual orientation, disability,
Vietnam-era veteran status, or any other attribute prohibited by
law.
Section
8.3. CONFIDENTIALITY OF PATIENT HEALTH INFORMATION. Records
of patient care are confidential and will not be published nor their
contents disclosed except as permitted or required by law and consistent
with applicable institutional policies, including the University's
Notice of Privacy Practices.
ARTICLE
IX
Volunteer
Nonprofit Service Organization
Section
9.1. VOLUNTARY NONPROFIT SERVICE ORGANIZATIONS. The Board
may authorize from time to time the establishment or dissolution
of a voluntary nonprofit service organization such as an auxiliary.
Such a voluntary nonprofit organization may be established by separate
incorporation or as an unincorporated organization sponsored by
the HHC, subject to approval of the Regents as required by the Regents
Bylaws or other action of the Regents. No voluntary nonprofit service
organization shall be established without the approval of the Board
and the Board may, in its discretion, revoke any approval previously
granted. Each such organization shall initially, and as proposed
for amendment thereafter, recommend to the Board articles, bylaws
policies, procedures and descriptions of permissible activities
for the organization that shall be subject to the approval of the
Board. Each such organization shall provide the Board with an annual
report of its activities and shall be subject to such direction,
control, supervision and reporting requirements as the Board may
deem appropriate, including those required by the University to
preserve its tax exemptions.
ARTICLE
X
Conflict
of Interest
Section
10.1. CONFLICT OF INTEREST. The Board shall follow and
abide by the conflict of interest rules of the University and applicable
law.
ARTICLE
XI
Bylaws
Section
11.1. BYLAWS. These Bylaws may be amended or repealed,
or new Bylaws may be adopted, only by action of the Board ratified
by the Regents. The Board shall cause these Bylaws to be reviewed
not less frequently than once every two years by the Board or a
committee of the Board, and the minutes of the Board shall reflect
that such review was accomplished.
APPROVED by the Board of Regents on March 18, 2004, and
ADOPTED by the Executive Board of University of Michigan HHC effective
March 12, 2004.
(signed)________________________________________________
By: Mary Sue Coleman
Its: Chair of the Executive Board of the University of Michigan
HHC
Signed
copy on file in the UMHHC Governance Office.
Contact: Carolyn Ladd,
Policy and Governance Coordinator
March 12, 2004 / Signed copy
on file in UMHHC Governance Office
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