THE ALEXANDRA HOSPITAL, INGERSOLL BY-LAWS · provided in the Hospital; “Corporation” means The Alexandra Hospital, Ingersoll;

THE ALEXANDRA HOSPITAL, INGERSOLL

BY-LAWS

By-laws Amendments Ratified at Annual Meetings – June 1995; June 1997; June 2003; June 2007; June 2010; June 2011; June 2012; June 2014 2014/2015 By-law Amendments Ratified at Annual Meetings - June 24, 2015 2015/2016 By-law Amendments Ratified at Annual Meetings - June 22, 2016

The Alexandra Hospital, Ingersoll

ADMINISTRATIVE HOSPITAL BY-LAWS

THE ALEXANDRA HOSPITAL, INGERSOLL ADMINISTRATIVE HOSPITAL BY-LAWS

TABLE OF CONTENTS

PREAMBLE ..................................................................................................................... 1

PART I............................................................................................................................. 1

1. INTERPRETATION AND DEFINITIONS ................................................................. 1 1.1 Interpretation ..................................................................................................... 1 1.2 Definitions ......................................................................................................... 2

2. MEMBERS OF THE CORPORATION ..................................................................... 5 2.1 Annual Membership .......................................................................................... 5

3. NOMINATIONS ........................................................................................................ 5

4. THE BOARD OF DIRECTORS ................................................................................ 6

5. CONFLICT OF INTEREST ...................................................................................... 7

6. CONFIDENTIALITY AND COMMUNICATIONS ...................................................... 9

7. RESPONSIBILITIES OF THE BOARD .................................................................. 10

8. INDEMNIFICATION ............................................................................................... 12 8.1 Protection of Directors and Officers ................................................................ 12 8.2 Pre-Indemnity Considerations ......................................................................... 13 8.3 Indemnification of Officers and Directors ........................................................ 13 8.4 Insurance ........................................................................................................ 14

9. ANNUAL MEETING OF THE CORPORATION ..................................................... 14

10. GENERAL MEETINGS OF THE CORPORATION ................................................ 15

11. ADJOURNED MEETING ....................................................................................... 15

12. CHAIR OF MEETINGS OF THE CORPORATION ................................................ 15

13. QUORUM ............................................................................................................... 16

14. REGULAR MEETINGS OF THE BOARD .............................................................. 16



15. SPECIAL MEETINGS OF THE BOARD ................................................................ 16

16. MEETINGS BY CONFERENCE PHONE ............................................................... 17

17. CHAIR OF MEETINGS OF THE BOARD .............................................................. 17

18. REMOVAL OF DIRECTORS ................................................................................. 17 18.1 By Members .................................................................................................... 17 18.2 By Directors .................................................................................................... 18

19. VACANCY .............................................................................................................. 18

20. OFFICERS ............................................................................................................. 19

21. COMMITTEES ....................................................................................................... 19

22. OTHER COMMITTEES.......................................................................................... 21

23. PROCEDURES ...................................................................................................... 21

24. CHAIR OF THE BOARD ........................................................................................ 22

25. VICE-CHAIR .......................................................................................................... 22

26. TREASURER ......................................................................................................... 22

27. SECRETARY ......................................................................................................... 23

28. BONDING – FIDELITY INSURANCE..................................................................... 23

29. BANKING AND BORROWING .............................................................................. 24

30. SIGNING OFFICERS ............................................................................................. 24

31. INVESTMENTS ..................................................................................................... 25

32. AUDITORS ............................................................................................................ 25

33. FINANCIAL YEAR .................................................................................................. 26

34. CHIEF EXECUTIVE OFFICER .............................................................................. 26 34.1 APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER .............................. 26 34.2 DUTIES OF THE CHIEF EXECUTIVE OFFICER ........................................... 26



PART II.......................................................................................................................... 28

ANCILLARY ASSOCIATIONS ...................................................................................... 28

35. AUTHORIZATION .................................................................................................. 28

36. PURPOSE ............................................................................................................. 28

37. CONTROL ............................................................................................................. 28

38. REPRESENTATION .............................................................................................. 28

39. AUDITOR ............................................................................................................... 28

40. AMENDMENT TO BY-LAWS ................................................................................. 29

41. REPEAL OF PRIOR BY-LAWS ............................................................................. 30 41.1 Repeal ............................................................................................................ 30 41.2 Exception ........................................................................................................ 30 41.3 Proviso ............................................................................................................ 30 41.4 Further Proviso ............................................................................................... 30

CERTIFICATE OF ENACTMENT ................................... Error! Bookmark not defined.

The Alexandra Hospital, Ingersoll 1


ADMINISTRATIVE HOSPITAL BY-LAWS THE ALEXANDRA HOSPITAL, INGERSOLL

PREAMBLE

WHEREAS it is the purpose of The Alexandra Hospital, Ingersoll to serve the community; AND WHEREAS the objects of The Alexandra Hospital, Ingersoll are: 1. To establish and maintain an institution with permanent facilities to provide a

continuum of health services in collaboration with other health care organizations and professionals in a manner that ensures high quality care. Such services include but are not limited to inpatient services and ambulatory, therapeutic and diagnostic care services;

2. To carry out educational activities related to rendering care to the sick and injured,

or to the promotion of health, that in the opinion of the Board may be justified by the facilities, personnel, funds or other requirements that are or can be made available;

3. To participate as far as circumstances may warrant in any activity directed toward

the promotion and maintenance of health and the prevention of illness, and continually to seek innovative means to improve the delivery of the health care; and

4. To establish and maintain means whereby all medical care and all quality

management programs in the institution are continually monitored for the purpose of ensuring that patient well-being takes precedence over all other concerns;

NOW THEREFORE, be it enacted as a by-law of The Alexandra Hospital, Ingersoll, as follows: PART I

1. INTERPRETATION AND DEFINITIONS

1.1 Interpretation This Bylaw shall be interpreted in accordance with the following unless the context

otherwise specifies or requires:



All terms which are contained in this Bylaw and which are defined in the Corporations Act (Ontario) (the "Act") or the Public Hospitals Act (Ontario) ("Public Hospitals Act") or the Regulations made thereunder, shall have the meanings given to such terms in the Act, the Public Hospitals Act or the Regulations made thereunder;

The use of the singular number shall include the plural and vice versa, the use

of gender shall include the masculine, feminine and neuter genders; The headings used in this Bylaw are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions hereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and

Any references herein to any law, bylaw, rule, regulation, order or act of any government, governmental body or other regulatory body shall be construed as a reference thereto as amended or re-enacted from time to time or as a reference to any successor thereto.

1.2 Definitions In this By-law:

In this By-law and all other by-laws of the Corporation, unless the context otherwise requires: “Act” means the Corporations Act (Ontario) and where the context requires, includes the regulations made under it and any statute that may be substituted therefor, as from time to time amended; “Certification” means the holding of a specialty certificate issued by any professional body recognized by the Board of Directors after consultation with the Medical Advisory Committee; “Board” means the Board of Directors of the Corporation; “Chair” means the Chair of the Board;



“Chair of the Medical Advisory Committee” means the member of the Medical Advisory Committee appointed by the Board as Chair of the Medical Advisory Committee; “Chief Executive Officer” means, in addition to “administrator” as defined in the Public Hospitals Act, the President and Chief Executive Officer of the Corporation; “Chief Nursing Executive” means the senior nurse employed by the Hospital who reports directly to the Chief Executive Officer and is responsible for nursing services provided in the Hospital; “Corporation” means The Alexandra Hospital, Ingersoll; “Dentist” means a dental practitioner in good standing with the College of Dental Surgeons of Ontario; “Dental Staff” means the Dentists who have been appointed by the Board to the Dental Staff; “Director” means a member of the Board; “Ex-officio” means membership “by virtue of office” and includes all rights, responsibilities, and -power to vote unless otherwise specified; “Extended Class Nursing Staff” means those Registered Nurses in the Extended Class who are:

(i) nurses that are employed by the Hospital and are authorized to diagnose, prescribe for or treat outpatients in the Hospital; and (ii) nurses who are not employed by the Hospital and to whom the Board has granted privileges to diagnose, prescribe for or treat out-patients in the Hospital;

“Hospital” means the public Hospital operated by the Corporation; “Hospital Volunteer Services” means the auxiliary association(s) and voluntary support organization(s) of the Corporation; “Medical Advisory Committee” means the Medical Advisory Committee established by the board as required by the Public Hospitals Act;



“Medical Staff” means the Physicians who have been appointed to the Medical Staff by the Board; “Members” means members of the Corporation as described in Article 2; “Midwife” means a midwife in good standing with the College of Midwives of Ontario; “Midwifery Staff” means the Midwives who have been appointed to the Midwifery Staff by the Board; “Patient” means, unless otherwise specified or the context otherwise requires, any in-patient or outpatient of the Corporation; “Person” means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, government agency, board, commission or authority, or any other form of entity or organization; “Physician” means a medical practitioner in good standing with the College of Physicians and Surgeons of Ontario; “Professional Staff” means the Medical Staff, Dental Staff, Midwifery Staff and Extended Class Nursing Staff; “Public Hospitals Act” means the Public Hospitals Act (Ontario), and, where the context requires, includes the regulations made under it and any statute that may be substituted therefor, as from time to time amended; “Registered Nurse in the Extended Class” means a member of the College of Nurses of Ontario who is a registered nurse and holds an extended certificate of registration under the Nursing Act, 1991; “Rules” means a rule adopted by the Board in accordance with section 16.2; and



“Special Resolution” means a resolution passed by the Directors and confirmed with or without variation by at least two thirds (2/3) of the votes cast by those entitled to vote and voting at a general meeting of the Members of the Corporation duly called for the purpose, or at an annual meeting, or in lieu of such confirmation, by consent in writing of all Members entitled to vote at such meeting.

2. MEMBERS OF THE CORPORATION

2.1 Members

Membership of the Corporation shall be limited to those persons who are from time to time the Directors of the Corporation, each of whom shall cease to be a Member immediately upon ceasing to be a Director, without further action or formality.

2.2 Fees

No fees shall be payable by the Members.

2.3 Voting Each Member shall be entitled to one vote.

3. NOMINATIONS Subject to Section 4 and all other provisions of this By-law, nominations for election as Director at the annual meeting of the Corporation may be made only by:

a) The Nominating Committee of the Board; or b) Members of the Corporation provided that each nomination by Members:

i) Is in writing and signed by at least two Members in good standing;

and

ii) Is accompanied by a written declaration signed by the nominee that he or she will serve as a Director in accordance with this Bylaw if



elected; and

iii) Is submitted to and received by the Secretary at least thirty (30) days before the date of the Annual Meeting.

4. THE BOARD OF DIRECTORS a) The affairs of the Corporation shall be managed by a Board composed of Eleven

(11) Directors as follows:

i) four (4) non-voting ex-officio Directors shall be: i) The President and CEO ii) The President of the Medical Staff; iii) The Chief of the Medical Staff; and iv) The Chief Nursing Executive.

ii) (7) Directors shall be elected at the annual meeting of the Corporation based

on the criteria set out in this Section 4 and are nominated in accordance with section 3.

b) The seven (7) Directors referred to in section 4(a) (ii) shall be elected at the annual general meeting of the Corporation and shall retire in rotation as follows: i) at least two (2) Directors shall be elected at each annual meeting for a term of

three (3) years expiring on the date of the annual meeting at the end of their designated terms, and;

ii) subject to section 4(d) below, none of the persons referred to in section 4(a)(ii) may be elected for more terms than will constitute nine (9) consecutive years of service. Where a Director was appointed to fill an unexpired term of a Director such partial mid-year term up to the next Annual Meeting shall be excluded from the calculation of the maximum years of service.

c) No person shall be qualified for election or appointment as a Director referred to in subsection 4(a)(ii) if he or she:

i) is less than eighteen (18) years of age;

ii) has the status of a bankrupt; and



iii) is a current or former employee or member of the Professional Staff unless the Board otherwise determines.

d) Subject to subsection 4(c)(i) and (ii), no person referred to in section 4(a)(ii) may be elected or appointed a Director for more terms than will constitute nine (9) consecutive years of service, provided however that:

i) Following a break in the continuous service of at least one year the same

person may be re-elected or reappointed a Director; and

ii) Despite this Subsection, a Director may complete his or her term as an officer of the Corporation with the approval of the Board by resolution.

iii) In determining a Director’s length of service as a Director, service prior to the coming into force of this By-law shall be included.

5. CONFLICT OF INTEREST In this Section, and for the purposes of this Bylaw: “Associates” includes the parents, siblings, spouse or common law partner

of the Director as well as any organization, agency, company or individual (such as a business partner) with a formal relationship to a Director; “Conflict of Interest” means any situation in which another interest or relationship impairs the ability of a Director to carry out the duties and responsibilities of a Director in an actual, potential, or perceived manner. Conflict of Interest includes, without limitation, the following areas that may give rise to a Conflict of Interest for the Directors of the Corporation, namely:

Pecuniary or financial interest – a Director is said to have a pecuniary or financial interest in a decision when the Director (or an Associate) stands to gain by that decision, either in the form of money, gifts, favours, gratuities, or other special considerations;

Undue influence – interests that impede a Director in his or her duty to promote the greater interest of the whole community served by the Corporation – participation or influence in Board decisions that selectively and disproportionately benefits particular



agencies, companies and organizations, professional groups, or clients from particular demographic, geographic, political, socio-economic, cultural, or other groups is a violation of the Director’s entrusted responsibility to the community at large; or

Adverse Interest – A Director is said to have an adverse interest to the Corporation when that Director is a party to a claim, application or proceeding against the Corporation.

a) Every Director who, either directly or through one of his or her

Associates, has, or thinks he or she may potentially have, a Conflict of Interest shall disclose the nature and extent of the interest at a meeting of the Board.

b) A conflict of interest may occur with respect to a proposed or current

contract, transaction, matter or decision of the Corporation, or any other matter that competes for the interest of the Director.

c) Directors must avoid actual or potential conflict of interest, including

but not limited to those identified in the definition of "Conflict of Interest" in this Bylaw.

d) The declaration of actual or potential conflict of interest shall be

disclosed at the meeting of the Board at which the contract, transaction, matter or decision is first raised.

e) If the Director (or his or her Associates) becomes interested in a

contract, transaction, matter or decision after the Board meeting at which it is first raised, the Director shall make a declaration at the next Board meeting.

f) In the case of an existing contract, transaction, matter or decision the

declaration shall be made at the first meeting of the Board after the member becomes a Director or the interest comes into being.

g) If a Director has made a declaration of interest in compliance with this

Bylaw, the Director is not accountable to the Corporation for any profit he or she may realize from the contract, transaction, matter or



decision.

h) If the Director fails to make a declaration of his or her interest in a contract, transaction, matter or decision as required by this Bylaw, this shall be considered grounds for termination of his or her position as a Director and Member of the Corporation.

i) The failure of any Member to comply with the Conflict of Interest

Bylaw of the Corporation does not, in or of itself, invalidate any contract, transaction, matter or decision undertaken by the Board of Directors.

j) If a Director believes that any other Director is in a Conflict of Interest

position with respect to any contract, transaction, matter or decision, the Director shall have the concern recorded in the minutes. Thereafter, at the request of the Director who recorded the initial concern, the Board shall, after the Director alleged to have a conflict has absented himself or herself from the room, vote on whether the Director alleged to have a Conflict of Interest is, in the opinion of the Board, in a Conflict of Interest. If the Board so finds the person in a Conflict of Interest, the Board member shall absent himself during any subsequent discussion or voting process relating to or pertaining to the conflict. The question of whether or not a Director has a Conflict of Interest shall be determined by a simple majority of the Board and shall be final.

k) If the Board finds that the person is not in conflict, the Board will then

vote on the contract, transaction, matter or decision and the votes of each Director shall be recorded.

l) Every declaration of a Conflict of Interest and the general nature

thereof shall be recorded in the minutes by the Board.

6. CONFIDENTIALITY AND COMMUNICATIONS Every Director, officer and employee of the Corporation shall respect the confidentiality of matters brought before the Board, keeping in mind that



unauthorized statements could adversely affect the interests of the Corporation.

The Board shall give authority to the Chair and the Chief Executive Officer of the Corporation to make statements to the news media or public about matters brought before the Board.

7. RESPONSIBILITIES OF THE BOARD The Board of Directors shall govern and supervise the management of the affairs of the Corporation and shall: a) Develop and review on a regular basis the mission, objectives and strategic

plan of the Hospital in relation to the provision, within available resources, of appropriate programs and services in order to meet the needs of the community;

b) Establish procedures for monitoring compliance with the requirements of the

Public Hospitals Act, the regulations made thereunder, the by-laws of the Hospital and other applicable legislation;

c) Establish specific policies that will provide the general framework within

which the Chief Executive Office, the Medical Advisory Committee, the Professional Staff, and the Hospital Staff will establish procedures for the management of the day-to-day processes within the Hospital;

d) Delegate responsibility and concomitant authority to the Chief Executive

Officer for the operation of the Hospital and require accountability to the Board;

e) Delegate responsibility and concomitant authority to the Chief of Staff for the operation of the general clinical organization of the Hospital and the supervision of the practice of medicine in the Hospital, and require accountability to the Board;

f) Appoint and re-appoint individuals to the professional staff of the Hospital,

and delineate the respective privileges after considering the recommendations of the Medical Advisory Committee, in accordance with legislative and by-law requirements;



g) Through the professional staff organization, assess and monitor the acceptance by each member of the professional staff of responsibility to the patient and to the Hospital concomitant with the privileges and duties of the appointment and with the by-laws of the Hospital;

h) Review regularly the functioning of the Hospital in relation to the objects of

the Corporation as stated in the letters patent, supplementary letters patent and the by-laws, and demonstrate accountability for its responsibility to the Annual Meeting of the Corporation;

i) Review on a regular basis the role and responsibility of the Hospital to its

community in relation to the provision, within the means available, of appropriate types and amounts of service;

j) Ensure that the services which are provided have properly qualified staff and

appropriate facilities;

k) Ascertain that methods are established for the regular evaluation of the quality of care, and that all Hospital services are regularly evaluated in relation to generally accepted standards, and require accountability on a regular basis;

l) Provide for the operation of an occupational health and safety program for the

Hospital that shall include procedures with respect to; A safe and healthy work environment in the Hospital; The safe use of substances, equipment and medical devices in the

Hospital; Safe and healthy work practices in the Hospital; The prevention of accidents to persons on the premises of the

Hospital; and Elimination of undue risks and the minimizing of hazards inherent in

the Hospital environment;

m) Provide for the operation of a health surveillance program including a communicable disease surveillance program in respect of all persons carrying on activities in the Hospital;



n) Establish a Fiscal Advisory Committee to make recommendations to the Board on the operation, use and staffing of the Hospital, comprised of:

The Chief Executive Officer; One person representing the professional staff; The Chief Nursing Executive or another person representing nurses

who are managers; One person representing employees; and Such other persons as are appointed by the Chief Executive Officer;

o) Approve procedures to encourage the donation of organs and tissues

including: Procedures to identify potential donors; Procedures to make potential donors and their families aware of the

options of organ and tissue donations, and Ensure through professional staff rules that such procedures are

implemented in the Hospital; and

p) Ensure and provide for the participation of nurses on committees.

8. INDEMNIFICATION

8.1 Protection of Directors and Officers Except as otherwise provided in any legislation or law, no Director or officer for the

time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with monies, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or



through the Director’s or officer’s own failure to act honestly and in good faith in the performance of the duties of office, or other willful neglect or default.

8.2 Pre-Indemnity Considerations Before giving approval to the indemnities provided in Subsection 8.3, or purchasing

insurance provided in Subsection 8.4, the Board shall consider: i) The degree of risk to which the Director or officer is or may be exposed; ii) Whether, in practice, the risk cannot be eliminated or significantly reduced by

means other than the indemnity or insurance; iii) Whether the amount or cost of the insurance is reasonable in relation to the

risk; iv) Whether the cost of the insurance is reasonable in relation to the revenue

available; and v) Whether it advances the administration and management of the property to

give the indemnity or purchase the insurance.

8.3 Indemnification of Officers and Directors Upon approval by the Board from time to time, every Director and officer of the

Corporation and every member of a committee, or any other person who has undertaken, or is about to undertake, any liability on behalf of the Corporation or any corporation controlled by it, and the person’s respective heirs, executors and administrators, and estate and effects, successors and assigns, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against: i) All costs, charges and expenses whatsoever which such Director, officer,

committee member or other person sustains or incurs in or in relation to any action, suit or proceeding which is brought, commenced or prosecuted against the Director, officer, committee member or other person, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or in relation to the execution of the duties of such office or in respect of any such liability; and

ii) All other costs, charges and expenses which the Director, officer, committee



member or other person sustains or incurs in or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own failure to act honestly and in good faith in the performance of the duties of office, or by other willful neglect or default.

iii) The Corporation shall also, upon approval by the Board from time to time,

indemnify any such person in such other circumstances as any legislation or law permit or requires. Nothing in this By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-Law to the extent permitted by any legislation or law.

8.4 Insurance Upon approval by the Board from time to time, the Corporation shall purchase and

maintain insurance for the benefit of any Director, officer or other person acting on behalf of the Corporation against any liability incurred in that person’s capacity as a Director, officer or other person acting on behalf of the Corporation, except where the liability relates to that person’s failure to act honestly and in good faith with a view to the best interests of the Corporation.

9. ANNUAL MEETING OF THE CORPORATION a) The Annual Meeting shall be held between April 1st and July 31st on a day

fixed by the Board.

Notice of the Annual Meeting of the Corporation shall be given:i) To each Member by prepaid mail at least ten (l0) days in advance of the meeting by sending it to the last address as shown on the records of the Corporation, or

ii)By publication at least once a week for two consecutive weeks preceding the Annual Meeting, in a newspaper circulated in the municipality or municipalities in which the majority of the Members of the Corporation reside as shown by their addresses on the records of the Corporation.

c) The business transacted at the Annual Meeting of the Corporation shall

include the presentation of: i) Minutes of the previous meeting;



ii) Report of the Board and Board committees, including the audited financial statement;

iii) Report of the unfinished business from any previous meeting of the Corporation;

iv) Report of the Chair of the Board; v) Report of the Chief Executive Officer; vi) Report of the Auditor; vii) Report of the Medical Staff; and viii) Any other business that may be properly brought before the meeting; ix) New Business; x) Election of Directors; and xi) The appointment of the Auditor to hold office until the next annual

meeting and fixing or authorizing the Board to fix the remuneration therefor.

10. GENERAL MEETINGS OF THE CORPORATION a) The Chair of the Board may call a general meeting of the Corporation. b) The Secretary of the Board shall call a general meeting of the Corporation if

ten Members so request in writing. c) Notice of a general meeting shall be given in the same manner as provided

in Subsection 9.b). d) The notice of a general meeting shall specify the purpose or purposes for

which it is called.

11. ADJOURNED MEETING a) If, within one-half hour after the time appointed for a meeting of the

Corporation, a quorum is not present, the meeting shall stand adjourned until a day within two (2) weeks to be determined by the Board.

b) At least 3 days notice of the adjourned meeting shall be given by publication

in a newspaper circulated in the municipality in which the Corporation is located.

12. CHAIR OF MEETINGS OF THE CORPORATION The Chair of a meeting of the Corporation shall be: a) The Chair of the Board;



b) The Vice-Chair of the Board if the Chair of the Board is absent; or c) A Member of the Corporation elected by the Members present if the Chair

and Vice-Chair of the Board are absent.

13. QUORUM a) A majority of the Members entitled to vote present in person at a meeting will

constitute a quorum at a meeting of Members. b) A quorum for any meeting of the Board shall be a majority of the members of

the Board entitled to vote.

14. REGULAR MEETINGS OF THE BOARD a) The Board (Joint Board) shall hold at least six (6) regular meetings

per year and shall meet at such times and in such places as may be determined by the Board, the Chair, a Vice Chair or the Chief Executive Officer. A meeting of the Board may be held without notice, immediately following the Annual Meeting of the Corporation.

b) The Board may appoint one (1) or more days for regular meetings of

the Board at a place and time named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be given to each Director forthwith after being passed and no other notice shall be required for any such regular meeting.

c)

15. SPECIAL MEETINGS OF THE BOARD a) The Chair of the Board may call special meetings of the Board. b) If three (3) Directors so request in writing, the Secretary of the Board shall

call a meeting of the Board.

c) Notice of a special meeting of the Board shall be given by the Secretary of the Board at least twenty-four hours in advance of the special meeting; such notice may be given by telephone. The notice of the special meeting shall



state the purpose for which it is called.

16. MEETINGS BY CONFERENCE PHONE If all persons who are members of the Board or a Committee (as the case requires) consent thereto generally or in respect of a particular meeting and each has adequate access, such persons may participate in a meeting of the Board or Committee by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting. Provided that at the outset of each such meeting, and whenever votes are required, the Chair of the meeting shall call roll to establish quorum, and shall, whenever not satisfied that the proceedings of the meeting may proceed with adequate security and confidentiality, unless a majority of the persons present at such meeting otherwise require, adjourn the meeting to a predetermined date, time and place.

17. CHAIR OF MEETINGS OF THE BOARD The Chair of a meeting of the Board shall be: a) The Chair of the Board; b) If the Chair of the Board is absent, the Vice-Chair of the Board; or c) If the Chair and Vice-Chair of the Board are absent, a chair elected by the

Directors present.

18. REMOVAL OF DIRECTORS

18.1 By Members The Members entitled to vote may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any Director before the expiration of the term of office, and may, by a majority of the votes cast at that meeting, elect any Member in the place of the person removed for the remainder of term of the removed Director.



18.2 By Directors The Directors may, by resolution passed by at least two-thirds (2/3) of the votes cast at a special meeting of the Board of which notice specifying the intention to pass the resolution has been given, remove any Director before the expiration of the term of office, and may fill the resulting vacancy in accordance with this By-law.

19. VACANCY

19.1 Vacation of Office The office of a Director shall be automatically vacated:

(a) if a Director shall resign such office by delivering a written resignation to the Secretary of the Corporation;

(b) if the Director becomes bankrupt; or

(c) if, in the case of an elected Director, he or she becomes a person referred to in subsection 4(c)(iii) except by resolution of the Board.

Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum remains in office.

19.2 Filling of Vacancies So long as there is a quorum of Directors in office, any vacancy occurring in the Board of Directors may be filled by a qualified person appointed for the remainder of the term by the Directors then in office. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members, the Board shall forthwith call a meeting of Board of Directors to fill the vacancy. A Director so appointed or elected shall hold office for the unexpired portion of the term vacated.



20. OFFICERS a) At a meeting of the Board immediately following the Annual Meeting, the

Board shall elect from among the elected Directors the following officers: i) The Chair; ii) The Vice-Chair; and iii) The Treasurer.

b) The Chief Executive Officer shall be Secretary of the Board. c) The Secretary and the Treasurer shall be responsible for the duties set forth

in the by-laws and they are not necessarily required to perform such duties personally, but they may delegate to others the performance of any or all such duties.

d) Unless otherwise provided in this By-law, the Chair, Vice Chair and Treasurer of the Corporation shall hold office for two (2) years from the date of appointment or election or until their successors are elected or appointed in their stead and shall be eligible for reappointment. No Director may serve as Chair, Vice-Chair or Treasurer of the Board for more than three (3) consecutive annual years in one office, provided however, that following a break in the continuous services of at least one term or by resolution of the Board, the same person may be re-elected or re-appointed to any office. Officers shall be subject to removal by resolution of the Board at any time.

21. COMMITTEES

a) The Board may establish committees from time to time. The Board shall determine the duties of such committees. The committees of the Board shall be:

(i) Standing Committees, being those committees whose duties are normally continuous; and

(ii) Special Committees, being those committees appointed for specific duties whose mandate shall expire with the completion of the tasks assigned.

b) The functions, duties, responsibilities and powers of committees shall be provided in the resolution of the Board by which such committee is



established or in terms of reference adopted by the Board.

c) Unless otherwise provided by by-law or by Board resolution, the Board shall, at its first meeting immediately following the meeting of Members at which such Board is elected, appoint the members of the committee, the chair of the committee and, if desirable, the vice chair thereof. The members of any committee (other than an Executive Committee, if any) need not be Directors of the Corporation. The members and the chair and vice chair of a committee will hold their office at the will of the Board. Each chair of a Standing Committee shall be a member of the Board. Unless otherwise provided, the Chair and Chief Executive Officer shall be ex-officio members of all committees.

d) The Board may appoint additional members to a Committee of the Board who

are not Directors except for the Executive Committee. e) Unless otherwise provided, the Chair and Chief Executive Officer shall be ex-

officio members of all committees.

f) The Board may at any meeting appoint any special committee and name the chair and vice-chair of such committee.

g) The Board shall prescribe terms of reference for any special committee

appointed under Subsection C. h) The Board may, by resolution, dissolve any special committee at any time.

22. EXECUTIVE COMMITTEE The Board may, but shall not be required to, elect an Executive Committee consisting of not fewer than three (3) elected Directors and may delegate to the Executive Committee any powers of the Board, subject to such restrictions, as may be imposed by the Board by resolution. The Executive Committee shall fix its quorum at not less than a majority of its members. Any Executive Committee member may be removed by a majority vote of the Board. The Executive Committee shall be the members of the Board who sit on the Joint Venture Steering Committee. During the summer months or otherwise from time to time, the Executive Committee may exercise the full powers of the Board in all matters of administrative urgency, reporting every action at the next meeting of the Board.



23. PROCEDURES i) The statutory declaration of the Secretary or Chair that notice has been given

pursuant to this By-law, shall be sufficient and conclusive evidence of the giving of such notice.

ii) No error or omission in giving notice for a meeting of Directors shall

invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve any or all proceedings taken or had thereat.

iii) Any officer of the Board shall cease to hold office and any member of any

Committee shall cease to be a member of that Committee upon resolution of the Board.

iv) Minutes shall be kept for all meetings of the Board and all meetings of all

Committees. v) The Chair shall have one original vote but shall not have a second vote.

vi) Any motion is lost if there is an equality of votes.

vii) All votes at any such meeting shall be taken by ballot if so demanded by any

voting member present.

viii) Except as provided by clause c), a declaration by the Chair that a resolution, vote or motion has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution, vote or motion.



24. CHAIR OF THE BOARD The Chair of the Board shall: a) Preside at all meetings of the Board of Directors; b) Except for the Medical Advisory Committee, be an ex-officio member of all

Committees of the Board;

c) Report to each Annual Meeting of the Corporation concerning the operations of the Hospital;

d) Represent the Corporation at public or official functions; and

e) Perform such other duties as may from time to time be determined by the

Board.

25. VICE-CHAIR

The Vice-Chair shall have all the powers and perform all the duties of the Chair in the absence or disability of the Chair, together with such other duties, if any, as may from time to time be assigned by the Board.

26. TREASURER The Treasurer of the Corporation shall:

a) Be the custodian of the books of account and accounting records of the Corporation required to be kept by the provisions of the Act;

b) Submit a financial statement at each regular meeting of the Board, indicating

the financial position of the Corporation at the close of the preceding month; c) Have all the accounts audited; and d) Perform such other duties as may be established from time to time by

resolution of the Board.



27. SECRETARY The Secretary shall: a) Attend all meetings of the Board and of the statutory Committees of the

Board; b) Keep a record of the minutes of all meetings attended and when feasible

send a copy to all Board members prior to the next meeting of the Board; c) Attend to all correspondence; d) Prepare all reports required under any act or regulation of the Province of

Ontario; e) Be the custodian of all minute books, documents and registers of the

Corporation required to be kept by the provisions of the Act; f) Be the custodian of the seal of the Corporation; and g) Perform such other duties as the Board may direct.

28. BONDING – FIDELITY INSURANCE

Directors, officers and employees as the Board may designate shall secure from a guarantee company a bond of fidelity of an amount approved by the Board.

a) The requirements of Subsection A. may be met by an alternative form of

employee fidelity insurance such as, but not limited to a blanket position bond, a commercial blanket bond, or a comprehensive dishonesty, disappearance and destruction policy, at the discretion of the Board.

b) The Corporation shall pay the expenses of any fidelity bond or policy secured

under Subsection A. or B.



29. BANKING AND BORROWING Subject to the Public Hospitals Act, and individual signing authority caps, any two of the Chair, Vice-Chair, Treasurer, Chief Executive Officer and Director, Finance & Corporate Services/Chief Financial Officer are hereby authorized by and in the name of the Corporation: a) To draw, accept, sign and make all or any bills of exchange, promissory

notes, cheques and orders for the payment of money; b) To receive all moneys and give acquittance for the same; c) Subject to the approval of the Board to assign and transfer to the bank all or

any stocks, bonds or other securities; d) from time to time, borrow money from a bank; e) Generally for and in the name and on behalf of the Corporation, to transact

with a bank any business they may think fit; f) To negotiate with, deposit with, endorse or transfer to the bank, but for the

credit of the Corporation only, all or any bills of exchange, cheques or orders for the payment of money;

g) From time to time to arrange, settle, balance and certify all books and

accounts between the Corporation and bank designated by the Board; h) To receive all paid cheques and vouchers; i) To sign the banks' form of settlement and balances and releases; and j) To sign on behalf of the Corporation and affix the Corporate seal to all

contracts, agreements, conveyances, mortgage or other documents, as may be required and authorized by the Board.

30. SIGNING OFFICERS a) Any two of the Chair, Vice-Chair, Treasurer, Chief Executive Officer or



Director, Finance and Corporate Services/Chief Financial Officer shall sign on behalf of the Corporation and affix the Corporate Seal to all contracts, agreements, conveyances, mortgages, or other documents, as may be required by law or as authorized by the Board.

b) The seal of the Corporation shall be in the form impressed hereon.

31. INVESTMENTS a) The Board may invest only in securities authorized by the Trustee Act of the

Province of Ontario: i) All endowment monies bequeathed in trust to the Board for the use of

the Corporation; ii) All Corporation monies not required for operating expenses; and iii) Notwithstanding the provisions of paragraph A., the Board may, in its

discretion, retain investments not authorized by the Director Act which are given or bequeathed to the Corporation in specie.

b) The Secretary shall keep copies of all testamentary documents and trust

instruments by which benefits are given, bequeathed or devised to or to the use of the Corporation.

c) No benefit given, devised or bequeathed in trust to or to the use of the

Corporation for endowment purposes shall be hypothecated, transferred or assigned to obtain credit or to receive funds except as allowed by Section 31 a).

32. AUDITORS a) The Corporation shall at its Annual Meeting appoint an Auditor who shall not

be a member of the Board or an officer or employee of the Corporation or a partner or employer or employee of any such persons, and who is duly licensed under the provisions of the Public Accountancy Act, to hold office until the next Annual Meeting of the Corporation.

b) The Auditor shall have all the rights and privileges as set out in the Act and

shall perform the audit function as prescribed therein.



c) In addition to making his or her report at the Annual Meeting of the

Corporation, the Auditor shall from time to time report through the Executive Committee to the Board on the audit work with any necessary recommendations.

33. FINANCIAL YEAR The financial year of the Corporation shall terminate on the 31st day of March in each year.

34. CHIEF EXECUTIVE OFFICER

34.1 APPOINTMENT OF THE CHIEF EXECUTIVE OFFICER a) The Executive Director shall be appointed by the Board and shall be the

Chief Executive Officer of the Corporation. b) The Chief Executive Officer shall be Secretary of the Board.

34.2 DUTIES OF THE CHIEF EXECUTIVE OFFICER The Chief Executive Officer shall: a) Be responsible to the Board for the general administration, organization and

management of the Corporation in accordance with policies established by the Board;

b) Attend all meetings of the Board and of its Committees; c) Employ, control and direct all employees of the Corporation including senior

staff. Chief Executive Officers will normally discuss senior appointments with representatives of the Board;

d) Be responsible for the payment by cheque of all salaries and amounts due

from, and owing by the Corporation which fall within the purview and scope of the approved annual budget, or otherwise as may be established from time to time by resolution of the Board;

e) Report to the Board any matter about which it should have knowledge;



f) Report to the physician charged with the responsibility of clinical supervision

and oversight of medical practice in the Hospital and to the Board if necessary: i) Any failure of any physician to act in accordance with statute law or

regulations thereunder, or Hospital by-laws and rules; ii) Any patient who does not appear to be receiving the most appropriate

treatment and care or who is not being visited frequently enough by the attending physician or surgeon; and

iii) Any other matter about which he or they should have knowledge;

g) Be a non-voting ex-officio member of, and co-operate with, the Medical Advisory Committee; and

h) Ensure that the Hospital complies with all statutory and regulatory

requirements.



PART II ANCILLARY ASSOCIATIONS

35. AUTHORIZATION The Board may sponsor the formation of a Hospital Auxiliary, a Nurses’ Alumnae Association or any other ancillary association, as it deems advisable.

36. PURPOSE Such associations shall be conducted with the advice of the Board for the general welfare and benefit of the Corporation and the patients treated in the Hospital.

37. CONTROL Each such association, shall elect its own officers and formulate its by-laws, but at all times the objects and activities of each such association shall be subject to review and approval by the Board.

38. REPRESENTATION

The Board may, at its discretion, appoint a representative of an ancillary association to the Board in accordance with Subsection 4 i).

39. AUDITOR Each unincorporated ancillary organization shall have its financial affairs reviewed by an auditor for purposes of assuring reasonable internal control.



40. AMENDMENT TO BY-LAWS a) The Board may pass or amend the by-laws of the Corporation from time to

time. i) Where it is intended to pass or amend by-laws at a meeting of the

Board, written notice of such intention shall be sent by the Secretary to each member of the Board at his address on the records of the Corporation by ordinary mail not less than ten (10) days before the meeting.

ii) Where the notice of intention required by clause (a) is not provided, any proposed by-laws or amendments to by-laws may nevertheless be moved at the meeting and discussion and voting therein adjourned to the next meeting, for which no notice of intention need be given.

b) A by-law or amendment to a by-law passed by the Board has full force and

effect: i) From the time the motion was passed; or ii) From such future time as may be specified in the motion, subject to

Subsections c) and d) below.

c) A by-law or amendment to a by-law passed by the Board shall be presented for confirmation at the next Annual Meeting or to a special general meeting of the Members of the Corporation called for that purpose. The Notice of such annual or special general meeting shall refer to the by-law or amendment to be presented.

d) The Members at the Annual or at a special general meeting may confirm the

by-law or amended by-law as presented or reject or amend it, and if rejected it thereupon ceases to have effect and if amended it takes effect as amended.

e) In any case of rejection, amendment, or refusal to approve a by-law or part of

a by-law in force and effect in accordance with any part of this Section, no act done or right acquired under any such by-law is prejudicially affected by any such rejection, amendment or refusal to approve.



41. REPEAL OF PRIOR BY-LAWS

41.1 Repeal Subject to the provisions of Subsections 41.2 and 41.3 hereof, all prior by-laws, resolutions and other enactments of the Corporation heretofore enacted or made are repealed.

41.2 Exception The provisions of Subsection 41.1 shall not extend to any by-law or resolution heretofore enacted for the purpose of providing to the Board the power or authority to borrow.

41.3 Proviso Provided however that the repeal of prior by-laws, resolutions and other enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed by-law, resolution or other enactment.

41.4 Further Proviso This by-law shall come into force when confirmed by the Members in accordance with the Act and upon the issuance of Supplementary Letters Patent by the Minister of Consumer and Business Services to vary the provisions of the Letters Patent, the Application for which Supplementary Letters Patent was confirmed by the Members at the same meeting at which these by-laws were confirmed.

Documents

THE ALEXANDRA HOSPITAL, INGERSOLL BY-LAWS · provided in the Hospital; “Corporation” means The Alexandra Hospital, Ingersoll;