MODIFIED UPON DENIAL OF REHEARING

JUSTICE APPLETON delivered the opinion of the court:

Plaintiff, Adolf Lo, is a physician and a member of themedical staff of defendant, Provena Covenant Medical Center, alicensed hospital. Defendant summarily suspended plaintiff'sclinical privilege to perform open-heart surgery, allegedlybecause an independent peer review had identified problems in hisopen-heart surgeries and he had expressed an intention to performmore such surgeries without the precautionary measure on whichdefendant had insisted: direct supervision by another cardiacsurgeon. Plaintiff sued defendant for breach of contract, andthe trial court entered an order temporarily restraining defendant from suspending any of plaintiff's clinical privileges. Defendant appeals on three grounds: (1) defendant'sdecision to summarily suspend plaintiff's clinical privilegeviolated no bylaw and, therefore, the trial court lacked authority to review the decision; (2) under federal and state law anddefendant's bylaws, defendant had ultimate authority over itsmedical staff, including the authority, on its own initiative, tosuspend clinical privileges of a physician who posed an imminentrisk of harm to patients; and (3) plaintiff failed to establishthe requisites for a temporary restraining order. Because thesummary suspension violated no bylaw, we reverse the trialcourt's judgment.

Defendant's owner, Provena Hospitals, has adopted the"Bylaws of Provena Covenant Medical Center Local GoverningBoard[,] Urbana, Illinois" (hospital board's bylaws), whichprovide as follows:

"Section 1.1 - Authorization. The boardof directors of PROVENA HOSPITALS hasauthorized the establishment of a LocalGoverning Board ('Hospital Board') to havesuch authority and responsibilities withrespect to the governance of the day to daybusiness and affairs of Provena CovenantMedical Center ('Hospital') as are set forthin these bylaws and as the PROVENA HOSPITALSBoard may from time to time delegate. ***

Section 4.1 - Delegated Authority. TheHospital Board has been delegated authorityand responsibility by the PROVENA HOSPITALSBoard, for the following functions ***:

(h) To serve as the official governancemechanism of the Hospital to its MedicalStaff and to act on recommendations from theHospital's Medical Staff, to include but notlimited to *** clinical privileges ***.

(i) To maintain a liaison with the Hospital's Medical Staff by including the president of the Medical Staff as an ex-officiodirector of the Hospital Board in order topromote favorable working relationships andexchange information for the improvement ofpatient care.

Section 8.1 - Medical/Dental Staff Responsibilities. The Hospital Board shall, inthe exercise of its discretion, delegate tothe Medical/Dental Staff the responsibilityfor providing appropriate professional careto all patients of the Hospital, as well asthe authority to carry out the designatedresponsibilities.

The Medical/Dental Staff of the Hospitalshall make recommendations to the HospitalBoard concerning all matters set forth in theMedical/Dental Staff bylaws and all additional matters referred to it by the HospitalBoard.

Section 8.2 - Medical/Dental Staff Bylaws. There shall be bylaws *** for theMedical/Dental Staff setting forth its organization and governance. Proposed bylaws ***may be recommended by the Medical/DentalStaff, which shall only become effective uponthe adoption thereof by the Hospital Board.

Section 8.3 - Quality of Care Monitoring. The Hospital Board shall require theMedical/Dental Staff to implement activitiesand mechanisms for monitoring and evaluatingthe quality of patient care, for identifyingopportunities to improve patient care, andfor identifying and resolving problems ordeficiencies, and shall regularly report tothe Hospital Board on these matters.

* * *

Section 8.5 - Delegated Powers. *** Inall applicable matters, this Article is subject to the policies of PROVENA HOSPITALS,including, but not limited to, ensuring compliance with State of Illinois license requirements[] [and] Joint Commission on Accreditation of Health Care Organizations***."

Pursuant to section 8.2 of the hospital board's bylaws,the medical staff recommended bylaws, which the hospital boardadopted. The medical staff's bylaws provide:

"[I]t is recognized that the medicalstaff is responsible for the quality of medical care and must accept and discharge thisresponsibility, subject to the ultimate authority of the medical center board of directors ***. ***

The purposes of this organization [(themedical staff)] are:

3.3 to serve as the primary means for accountability to the [defendant's] Board ofDirectors for the appropriateness of theprofessional performance *** of its members*** and to strive towards the continual improvement of the quality and efficiency ofpatient care delivered in the Medical Center***.

3.4 to provide a means through which theMedical Staff may participate in thepolicymaking and planning processes of theMedical Center ***.

8.1 Procedure

8.1.1 Any person may provide information tothe medical staff about the conduct, performance, or competence of its members. Whenever reliable information indicates that theactivity or professional conduct of any member of the Medical Staff is considered to belower than the standards of the MedicalStaff, detrimental to public safety or disruptive to the delivery of quality patientcare, corrective action against such practitioner may be requested by any officer of theMedical Staff, by the chair of any clinicaldepartment, by the chair of any standingcommittee of the Medical Staff, by the ChiefExecutive Officer, or by the Board of Directors. All requests for corrective actionshall be made to the Executive Committee inwriting, and shall be supported by referenceto the specific activities or conduct whichconstitute the grounds for the request.

8.2 Summary Suspension

8.2.1 Whenever action must be taken immediately to prevent imminent danger to an individual, the chair of a department, the President of the Medical Staff, an officer of theMedical Staff, or the Chief Executive Officerupon the recommendation of any one of thoseaforementioned, is authorized to summarilysuspend the Medical Staff membership statusor all, or any portion, of the clinical privileges of a practitioner. ***

8.2.2 A practitioner whose clinical privileges have been summarily suspended shall beentitled to the procedural rights set forthin Article 9 of these Bylaws ***."

The parties agree that the above-quoted bylaws of thehospital board and medical staff were in force when defendantsummarily suspended plaintiff's clinical privilege to performopen-heart surgery.

Defendant first became concerned about itscardiovascular-surgery program when reviewing patients' statistics from January 2000 to May 2001. Plaintiff was one of twocardiovascular surgeons on the medical staff. For thecardiovascular-surgery program as a whole (that is to say, forthe two surgeons' combined efforts), the mortality rate was 7%,the rate of return to surgery after cardiovascular surgery was13.1%, and the rate of readmission into the hospital within 30days after cardiovascular surgery was 19.3%. The mortality rateof plaintiff's patients was 5.3% for 2000, 5% for 2001, and 5%for 2002. By contrast, during the same period, the national rateof mortality for open-heart surgery was 3% for 2000 and 2.3% for2001.

Because of the allegedly high rates of mortality andcomplications, defendant contracted with a team of independentconsultants to review defendant's cardiovascular-surgery programand report their findings. In its report, the "peer-review team"identified problems with plaintiff's cardiovascular surgeries. According to a letter to plaintiff from the chairperson ofdefendant's board of directors, "the report raised grave concernsabout quality, far more concerns than any of us had anticipated."

Defendant began a dialogue with plaintiff to come upwith mutually acceptable remedial measures. (Plaintiff disputedthe validity and significance of the statistics or that there wasany problem with his cardiovascular surgeries.) Defendant askedplaintiff to come up with an action plan, and plaintiff delayeddoing so. For several months, the parties wrangled over an"action plan." Finally, plaintiff consented to perform cardiovascular surgery only under the direct supervision of either oftwo named cardiac surgeons affiliated with Carle Clinic. Hethereafter performed some cardiovascular surgeries under supervision. Later, he withdrew his consent to supervision, because hethought defendant was imposing "inappropriate and stringentrequirements" on the cardiac surgeon supervising his surgeries,namely, that the supervisor must see the patient before surgery,remain throughout surgery, and see the patient after surgery. Plaintiff notified defendant that he had scheduled an open-heartsurgery and would perform it without supervision.

Alarmed by that announcement, defendant's president andchief executive officer, Diane Friedman, sought a recommendationfrom persons on the medical staff that plaintiff's clinicalprivilege to perform open-heart surgery should be summarilysuspended pursuant to section 8.2.1 of the medical staff'sbylaws. She spoke with the president of the medical staff, anofficer of the medical staff, and a department chairman. Friedman states in an affidavit:

"I was told by those individuals thateither they did not want to get involved inlitigation themselves or, in the case of the[p]resident of the [m]edical [s]taff, wantedlegal advice in this matter. He was leaving*** town and asked the [s]ecretary-[t]reasurer of the [m]edical [s]taff to getinvolved. The [s]ecretary-[t]reasurer thenobtained legal advice and would not agree toget involved ***."

Plaintiff was the chairman of the department of surgery.

After Friedman reached a dead end with the medicalstaff, the executive committee of defendant's board of directorsheld a special meeting. In the minutes of that meeting, theyfound that "a cooperative effort is not being undertaken by themedical staff so that the medical center may properly fulfill itsobligations to its patients" and "imminent danger to patientsexists if [plaintiff] were to perform an open[-]heart surgeryprocedure not under the direct supervision of another qualifiedcardiac surgeon." Therefore, the committee authorized Friedmanto summarily suspend plaintiff's clinical privilege to performopen-heart surgery if plaintiff persisted in his rejection ofsupervision. Citing section 8.2.1 of the medical staff's bylawsand the executive committee's resolution, Friedman notifiedplaintiff, by letter, that she was summarily suspending hisclinical privilege to perform open-heart surgery. She advisedhim of his right to a hearing under section 8.2.2 and article 9of the medical staff's bylaws.

Plaintiff brought this action against defendant,alleging that the summary suspension violated the bylaws, underwhich defendant could summarily suspend clinical privileges onlyupon the recommendation of a member of the medical staff. Thetrial court entered an order "temporarily restrain[ing] [defendant] from suspending the medical staff membership of all or anyportion of the clinical privileges of plaintiff until such timeas defendant complies with section 8.2.1 of the medical staffbylaws."

This appeal followed. We address only the trialcourt's temporary restraining order and not the remaining stagesof this litigation.

This appeal requires us to apply three standards ofreview. We will ask whether the temporary restraining order wasan abuse of discretion. Ron Smith Trucking, Inc. v. Jackson, 196Ill. App. 3d 59, 63, 552 N.E.2d 1271, 1275 (1990). When reviewing the factual findings on which the trial court based itstemporary restraining order, we will ask whether they are againstthe manifest weight of the evidence. Ron Smith Trucking, 196Ill. App. 3d at 63, 552 N.E.2d at 1275. Insomuch as we mustinterpret bylaws, regulations, and statutes, we will interpretthem de novo. C.J. v. Department of Human Services, 331 Ill.App. 3d 871, 879, 771 N.E.2d 539, 547 (2002); Butler v. USAVolleyball, 285 Ill. App. 3d 578, 582, 673 N.E.2d 1063, 1066(1996); People v. Hanna, 332 Ill. App. 3d 527, 530, 773 N.E.2d178, 180 (2002).

Courts are ill-qualified to run a hospital, but theycan read and interpret bylaws. Therefore, when a physician suesover the suspension of a clinical privilege, the court will askonly one question: did the suspension violate any bylaw? Adkinsv. Sarah Bush Lincoln Health Center, 129 Ill. 2d 497, 506-07, 544N.E.2d 733, 738 (1989). If the suspension violated no bylaw, thecourt will defer to the superior qualifications of the hospitalofficials who made the decision. Adkins, 129 Ill. 2d at 507, 544N.E.2d at 738. (Of course, if a court has authority to reviewthe suspension of a clinical privilege for compliance withbylaws, the mere denomination of the clinical privilege as a"privilege" rather than a "right" does not mean that plaintifflacks a remedy for improper suspension of the privilege.)

Plaintiff contended, and the trial court agreed, thatbecause no one on the medical staff had recommended the summarysuspension of plaintiff's clinical privilege to perform open-heart surgery, defendant's imposition of the suspension violatedsection 8.2.1 of the medical staff's bylaws. That sectionprovides that when necessary to "prevent imminent danger to anindividual," the chief executive officer has the authority tosummarily suspend clinical privileges "upon the recommendationof" a department chair, the president of the medical staff, or anofficer of the medical staff. (Emphasis added.)

Defendant counters that to accept plaintiff's argument,one would have to regard section 8.2.1 with tunnel vision,ignoring other provisions of the bylaws as well as federal andstate law. The medical staff's bylaws state, for example, thatthe medical staff is "subject to the ultimate authority of themedical center board of directors." Further, according to themedical staff's bylaws, the medical staff is to "serve as theprimary means of accountability to the [b]oard of [d]irectors forthe appropriateness of the professional performance *** of itsmembers."

Under the hospital board's bylaws, the medical staff is"subject to the ultimate authority" of the hospital board, whichhas the duty to "assure that there are *** practices which complywith the requirements for *** quality improvement, particularlyemphasizing the assessment and continuous improvement of thequality of patient care."

The bylaws echo the requirements of state and federallaw. A hospital must have an "effective governing body legallyresponsible for the conduct of the hospital as an institution." 42 C.F.R.