Unit 3: Article VIII of the Bylaws of Highmark Inc.

Excerpt Revised May 20, 2019

ARTICLE VIII

Medical Review Committee

General.

• All matters, disputes or controversies relating to the professional health services (as defined in 40 Pa.C.S.A. § 6302(a)) rendered by Health Service Doctors (as defined in 40 Pa.C.S.A. §6302(a)) located in the Commonwealth of Pennsylvania to subscribers who have coverage under contracts issued or administered by the Corporation or any company controlling, controlled by or under common control with the Corporation (individually, an “Affiliated Entity” and collectively, “Affiliated Entities”), and any questions involving the professional ethics of such Health Service Doctors, shall be considered and determined exclusively by the committee established pursuant to this Article VIII in accordance with the requirements of 40 Pa.C.S.A. § 6324(c) (the “Medical Review Committee”). The Medical Review Committee shall provide a fair and impartial forum for resolution of all matters, disputes or controversies relating to professional health services rendered by Health Service Doctors and all questions involving professional ethics.
• The Medical Review Committee also shall provide a fair and impartial forum to consider and determine any other matters, disputes or controversies, or questions involving professional ethics, that may be submitted to the Medical Review Committee as required by law or regulation, or as may be provided in any written agreement between the Corporation or any Affiliated Entity, as the case may be, and any Health Service Doctor.
• The Medical Review Committee shall operate independently of the Corporation, and the Board of Directors shall have no authority over the decisions of the Medical Review Committee. Except as otherwise provided in Section 8.8, all decisions of the Medical Review Committee shall be final and binding upon all parties to any matter, dispute or controversy, or question involving professional ethics, submitted to the Medical Review Committee and may be entered as a final judgment enforceable against the parties thereto.
• The Corporation shall, at its expense, provide reasonable resources to the Medical Review Committee to discharge its duties under these Bylaws.

Medical Review Committee Selection Committee.

• The members of the Medical Review Committee, who must satisfy the requirements set forth in Section 8.3, shall be appointed and may be removed as provided in this Article VIII by the Medical Review Committee Selection Committee (the “Selection Committee”).
• The Selection Committee shall consist of at least five (5) persons, at least a majority of whom shall be Health Service Doctors, and the balance of whom shall be subscribers who are not Health Service Doctors and who have coverage under contracts issued or administered by the Corporation or any Affiliated Entity. All Health Service Doctors who are members of the Selection Committee shall be parties to one or more professional provider agreements with the Corporation or an Affiliated Entity.
• No member of the Selection Committee may be a director, officer or employee of the Corporation or of any Affiliated Entities or a member of a Regional Advisory Board or the NEPA Advisory Board, nor may any such person have served on the Medical Review Committee during any part of the two (2) year period immediately prior to his or her appointment to the Selection Committee.
• The members of the Selection Committee shall be appointed by the Chairperson of the Board, and each shall hold office for a term of two (2) years.

Appointment of Medical Review Committee Members; Term; Removal. The Medical Review Committee shall consist of a maximum of nine (9) members, which shall be comprised of seven (7) Health Service Doctors and two (2) subscribers who are not Health Service Doctors and who have coverage under contracts issued or administered by the Corporation. Any person may submit to the Selection Committee names of prospective Medical Review Committee members; provided, however, that the Selection Committee shall not be bound to appoint any person whose name is so submitted. The Selection Committee shall make appointments to the Medical Review Committee using the following criteria:

• At least seventy-five percent (75%) of the Health Service Doctors who are members of the Medical Review Committee shall be medical doctors or doctors of osteopathy. All Health Service Doctors who are members of the Medical Review Committee, or the employer of the Health Service Doctor member, shall be parties to one or more professional provider agreements with the Corporation.
• No member of the Medical Review Committee shall be a director, officer or employee of the Corporation or of any Affiliated Entities or a member of a Regional Advisory Board or the NEPA Advisory Board. At least two-thirds (2/3) of the members of the Medical Review Committee shall have no relationship with the Corporation or any Affiliated Entities, other than, when applicable, as subscribers who have coverage through the Corporation or an Affiliated Entity or as Health Service Doctors who submit claims, or whose employer submits claims, in the ordinary course of business.
• No member of the Medical Review Committee shall have any conflict of interest that would prevent him or her from rendering a fair and impartial decision in matters, disputes or controversies, or questions involving professional ethics, between the Corporation, or, if applicable, any Affiliated Entities , and a Health Service Doctor; provided, however, that a member may be recused from individual matters, disputes or controversies, or questions involving professional ethics, in the event of any conflict of interest with respect thereto.
• No Health Service Doctor who is a member of the Medical Review Committee shall have any history of (a) material adverse utilization or claims coding determinations by the Medical Review Committee, or (b) material repayments to the Corporation or any Affiliated Entity resulting from utilization or claims coding reviews.
• The Health Service Doctors who are members of the Medical Review Committee shall be broadly representative of the various specialties whose professional health services generally are covered under health plan benefit contracts issued or administered by the Corporation or an Affiliated Entity.
• Members of the Medical Review Committee must be willing to commit to regular attendance at Medical Review Committee meetings and to devoting adequate time to Medical Review Committee business to permit them to fully understand matters, disputes and controversies, and questions involving professional ethics, coming before the Medical Review Committee and to give full and fair consideration to all matters, disputes and controversies, and questions involving professional ethics, coming before the Medical Review Committee.

8.3.7    Each member of the Medical Review Committee shall hold office for a term of two (2) years.  Prior to the end of any Medical Review Committee member’s two (2) year term, such member may be removed only for cause as determined by the Selection Committee, including, but not limited to, failure to regularly attend Medical Review Committee meetings or to devote adequate attention to Medical Review Committee matters, disputes and controversies, and questions involving professional ethics, or no longer meeting the eligibility criteria pursuant to this Section 8.3.  Vacancies on the Medical Review Committee may be filled by appointment by the Selection Committee. The Medical Review Committee member appointed shall serve the remaining unexpired term of the Medical Review Committee member replaced. 

8.3.8    Members of the Medical Review Committee and the Selection Committee shall be entitled to be reimbursed for their reasonable expenses incurred in connection with attendance at meetings of the Medical Review Committee or the Selection Committee, as the case may be, and such other compensation for their services as may be determined by the Corporate Member.

Officers of the Medical Review Committee. The Medical Review Committee shall have three officers:  a chairperson, a vice chairperson and a secretary, selected as follows:

• The Selection Committee shall appoint a chairperson of the Medical Review Committee. The chairperson shall be a member of the Medical Review Committee and shall preside at all meetings of the Medical Review Committee.
• The Selection Committee shall appoint a vice chairperson of the Medical Review Committee. The vice chairperson shall be a member of the Medical Review Committee and shall preside at meetings of the Medical Review Committee in the chairperson’s absence.  The vice chairperson also shall perform such other duties as the chairperson may assign.
• The Corporation shall provide one of its employees to serve as secretary for the Medical Review Committee. The secretary’s role shall be solely that of administrator, and not that of a member of the Medical Review Committee. The secretary shall keep the minutes of the Medical Review Committee meetings and perform the duties enumerated in this Article VIII and such other duties as the Medical Review Committee may assign.

Submission of Matters to the Medical Review Committee. All matters, disputes or controversies relating to professional health services rendered by Health Service Doctors and questions involving professional ethics shall be submitted in record form to the secretary of the Medical Review Committee. Either the Corporation or an Affiliated Entity, or a Health Service Doctor may submit an eligible matter, dispute or controversy, or question involving professional ethics, to be heard by the Medical Review Committee.

Medical Review Committee Proceedings.

Recommend a referral to any appropriate committee, board or division of any applicable state or local professional society;

Recommend a referral to an appropriate law enforcement officer or agency of any applicable federal, state or local government if the Medical Review Committee believes that a Health Service Doctor secured payment for services performed on the basis of material false information submitted with claim(s) for such services;

Recommend a referral to any applicable state professional licensure board of a Health Service Doctor;

Render a determination that the Corporation or an Affiliated Entity is or is not entitled, in whole or in part, to a refund of fees paid to a Health Service Doctor;

Render a determination that authorizes the Corporation or an Affiliated Entity to collect any refund by withholding future payments due to a Health Service Doctor;

Render a determination for the denial, removal or suspension from one or more networks of the Corporation or an Affiliated Entity as a result of (i) a finding by the Medical Review Committee that such denial, removal or suspension is appropriate or (ii) a review of a Health Service Doctor’s recredentialing application;

Render a determination of the eligibility of the Health Service Doctor for reimbursement of certain services pursuant to the applicable privileging requirements of the Corporation or an Affiliated Entity; or

Recommend any such other determination or take any other action as may be necessary or appropriate.

Violation of any of the Health Service Doctor’s professional provider agreements with the Corporation or an Affiliated Entity or any regulations of the Corporation or an Affiliated Entity applicable to participating providers; or

Violation of any statute with which the Corporation or an Affiliated Entity or the Health Service Doctor is required to comply.

Pursuant to this Article VIII, upon a Health Service Doctor exhausting all other administrative remedies pursuant to the Health Service Doctor’s provider agreements, the Medical Review Committee shall serve as the final and binding hearing body for all matters, disputes or controversies relating to the professional health services rendered by the Health Service Doctor, and for any questions involving the professional ethics of the Health Service Doctor.

Following the submission of an eligible matter, dispute or controversy, or question involving professional ethics, to the Medical Review Committee, the Corporation or the applicable Affiliated Entity shall prepare a position statement setting forth the relevant facts and any claims against the Health Service Doctor and the rationale for the decision, which shall be sent to the Health Service Doctor prior to the Medical Review Committee hearing. The Health Service Doctor shall be permitted to file a response in record form, which shall be filed with the secretary of the Medical Review Committee.  The procedural guidelines of the Medical Review Committee shall further set forth the procedures and timeline to be followed by the Corporation or an Affiliated Entity, as the case may be, and the Health Service Doctor prior to the Medical Review Committee hearing.

The secretary of the Medical Review Committee or the secretary’s designee promptly shall fix a time, date and place for such hearing of the Medical Review Committee. The applicable Health Service Doctor shall be given at least thirty (30) days’ notice in record form by the secretary of the Medical Review Committee of the date, time and place of such hearing and shall be furnished with a copy of the position statement of the Corporation or an Affiliated Entity, as the case may be, and all relevant documentation with respect thereto.

The Health Service Doctor shall be afforded a reasonable opportunity to be heard before the Medical Review Committee. Parties before the Medical Review Committee may be represented by counsel, may present arguments, evidence and witnesses, and shall have an opportunity to question the other side’s witnesses at the hearing (which may be held by means of conference telephone or other electronic technology by means of which all persons participating in the hearing can hear and be heard by each other); provided, however, that formal rules of evidence or procedure are not required to be followed.

If a decision by the Medical Review Committee is reportable to the National Practitioner Data Bank, the Health Service Doctor may request that a court reporter be present for the proceeding, and the Corporation will arrange for the court reporter to record the proceedings.

In connection with any such hearing, the Medical Review Committee may consider any:

• Violation of the Health Service Doctor’s agreement(s) with the Corporation or an Affiliated Entity to render health care services or supplies to subscribers;
• Violation of any statute, regulation, policy or procedure with which the Corporation or an Affiliated Entity or the Health Service Doctor is required to comply;
• Violation of any of the regulations or requirements referenced in the Health Service Doctor’s agreement(s) with the Corporation or an Affiliated Entity or coding requirements with which the Health Service Doctor must comply, including coding guidance issued by independent organizations overseeing such codes; or
• Refusal to adhere to the billing, payment or service benefit provisions of any agreement issued by the Corporation or an Affiliated Entity which utilizes the applicable professional provider network in which the Health Service Doctor has agreed to participate.

Promptly following the hearing, the Medical Review Committee shall take whatever action it deems appropriate, based on the evidence and testimony produced at the hearing. The decision of the Medical Review Committee shall be sent to the Health Service Doctor within thirty (30) days of the hearing.

• The Medical Review Committee shall maintain written procedural guidelines to assure that each Health Service Doctor receives fair and impartial consideration of any matter, dispute or controversy, or question involving professional ethics, presented to the Medical Review Committee.
• Only the Health Service Doctors who are members of the Medical Review Committee may vote on any matter, dispute or controversy, or question involving professional ethics, brought before the Medical Review Committee.
• At least one-half (1/2) of the voting members of the Medical Review Committee shall constitute a quorum for the transaction of business, and the acts of a majority of voting members of the Medical Review Committee present at a meeting at which a quorum is present shall constitute the acts of the Medical Review Committee.
• The Medical Review Committee shall annually set the dates and locations of its regular meetings.
• Special meetings of the Medical Review Committee may be called at any time by the chairperson of the Medical Review Committee. The secretary of the Medical Review Committee or the secretary’s designee shall provide notice of any special meeting of the Medical Review Committee at least thirty (30) calendar days prior thereto and shall state the reason for the special meeting and the date, time and place of the meeting. For regularly scheduled and special meetings of the Medical Review Committee, members shall attend in person unless excused. If attendance in person is excused, members of the Medical Review Committee may participate by conference telephone or other electronic technology by means of which all persons participating in the meeting can hear and be heard by each other.
• In considering any matter, dispute or controversy relating to professional health services rendered by Health Service Doctors, or any question involving professional ethics brought before it, the Medical Review Committee shall make decisions in accordance with the law, relevant contracts, the applicable policies and procedures of the Corporation or an Affiliated Entity, as the case may be, and, if applicable, guidance issued by independent organizations.
• The Medical Review Committee shall have authority to take any one or more of the following actions (subject to any binding contractual prohibitions or restrictions agreed to in writing by the Corporation, or an Affiliated Entity, as the case may be):
• If a particular matter, dispute or controversy relating to professional health services rendered by a Health Service Doctor or a particular question involving professional ethics includes any actual or alleged action or failure to act which would justify denying a Health Service Doctor registration with the Corporation or an Affiliated Entity pursuant to 40 Pa.C.S.A. § 6324(a), or the suspension or termination of such registration, the Corporation or the Affiliated Entity, as the case may be, may request that a hearing be held by the Medical Review Committee in accordance with Section 8.8 to consider such registration status. Such action or failure to act may include by way of example and not limitation:
•  

Proceedings Involving Status of Registered Health Service Doctor.

• The procedures set forth in this Section 8.8 shall apply in all cases in which the Corporation or an Affiliated Entity or the Health Service Doctor has requested that a hearing of the Medical Review Committee be held to determine the status of an individual as a registered Health Service Doctor pursuant to 40 Pa.C.S.A. §6324(a). In any such case, the Corporation or the applicable Affiliated Entity shall prepare an appropriate position statement setting forth the relevant facts and any claims against the Health Service Doctor pursuant to Section 8.7.2. The procedures set forth in Section 8.7 shall be applicable to this Section 8.8.
• All testimony shall be recorded and a complete record shall be kept of the hearing.
• Following the hearing, the Medical Review Committee shall take whatever action it deems appropriate, based on the evidence and testimony produced at the hearing. If such action involves either the denial of registration as a Health Service Doctor with the Corporation or any Affiliated Entity or the suspension or termination of such registration, the matter shall be referred promptly to the Secretary of the Commonwealth of Pennsylvania Department of Health for approval or for such other action as said Secretary of Health may deem to be appropriate. The Health Service Doctor shall be notified of the decision within thirty (30) days of the hearing.

7.3 Disclaimers

The following entities, which serve the noted regions, are independent licensees of the Blue Cross Blue Shield Association: Western and Northeastern PA: Highmark Inc. d/b/a Highmark Blue Cross Blue Shield, Highmark Choice Company, Highmark Health Insurance Company, Highmark Coverage Advantage Inc., Highmark Benefits Group Inc., First Priority Health, First Priority Life or Highmark Senior Health Company. Central and Southeastern PA: Highmark Inc. d/b/a Highmark Blue Shield, Highmark Benefits Group Inc., Highmark Health Insurance Company, Highmark Choice Company or Highmark Senior Health Company. Delaware: Highmark BCBSD Inc. d/b/a Highmark Blue Cross Blue Shield. West Virginia: Highmark West Virginia Inc. d/b/a Highmark Blue Cross Blue Shield, Highmark Health Insurance Company or Highmark Senior Solutions Company. Western NY: Highmark Western and Northeastern New York Inc. d/b/a Highmark Blue Cross Blue Shield. Northeastern NY: Highmark Western and Northeastern New York Inc. d/b/a Highmark Blue Shield.

All references to “Highmark” in this document are references to the Highmark company that is providing the member’s health benefits or health benefit administration and/or to one or more of its affiliated Blue companies.

All revisions to this Highmark Provider Manual (the “manual” or “Highmark Provider Manual”) are controlled electronically. All paper copies and screen prints are considered uncontrolled and should not be relied upon for any purpose.