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CAMBRIDGE MEMORIAL HOSPITAL

BY-LAW NO. 1

[Approved June 25, 2014]

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TABLE OF CONTENTS

Table of Contents 29TTABLE OF CONTENTS29T ................................................................................................................... 2

29TARTICLE 1 - INTERPRETATION AND DEFINITION29T ................................................................. 5

29T1.129T 29TDefinitions29T .................................................................................................................. 5

29T1.229T 29TInterpretation29T ............................................................................................................... 5

29T1.329T 29TMeeting Procedures29T .................................................................................................... 6

29T1.429T 29TRepeal of Previous By-laws29T ........................................................................................ 8

29TARTICLE 229T 29TMEMBERS OF THE CORPORATION29T .................................................................. 8

29T2.129T 29TMembers29T ..................................................................................................................... 8

29T2.229T 29TMembership Not Transferable29T .................................................................................... 8

29TARTICLE 329T 29TANNUAL AND SPECIAL MEETINGS OF THE CORPORATION29T ..................... 9

29T3.229T 29TSpecial Meetings of the Corporation29T .......................................................................... 9

29T3.329T 29TNotice29T ........................................................................................................................ 10

29T3.429T 29TBusiness at Annual Meeting of the Corporation29T ....................................................... 10

29T3.529T 29TAdjourned Meeting29T ................................................................................................... 11

29T3.629T 29TMeetings of Corporation – Chair29T .............................................................................. 11

29T3.729T 29TQuorum29T ..................................................................................................................... 11

29T3.829T 29TFiscal Year29T ................................................................................................................ 11

29TARTICLE 429T 29TBOARD29T .................................................................................................................. 11

29T4.129T 29TBoard Composition29T ................................................................................................... 11

29T4.229T 29TElected Directors29T ....................................................................................................... 12

29T4.329T 29TEx-Officio29T ................................................................................................................. 12

29T4.429T 29TTerm of Office Restrictions29T ...................................................................................... 12

29T4.529T 29TVacancy29T .................................................................................................................... 12

29T4.629T 29TTermination of Office29T ............................................................................................... 12

29T4.729T 29TResponsibilities of the Board29T .................................................................................... 13

29T4.829T 29TPublic Relations29T ........................................................................................................ 13

29T4.929T 29TConflict of Interest29T .................................................................................................... 13

29T4.1029T 29TConfidentiality29T .......................................................................................................... 15

29TARTICLE 529T 29TGUIDELINES FOR NOMINATION OF DIRECTORS29T ....................................... 15

29T5.129T 29TNominations for Election of Directors29T ...................................................................... 15

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29T5.229T 29TQualifications of Directors29T ........................................................................................ 16

29TARTICLE 629T 29TREGULAR AND SPECIAL MEETINGS OF THE BOARD29T ............................... 16

29T6.129T 29TRegular Meetings of the Board and Notice29T ............................................................... 16

29T6.229T 29TSpecial Meetings of the Board and Notice29T ................................................................ 16

29T6.329T 29TBoard Meetings - Chair29T ............................................................................................. 17

29T6.429T 29TAttendance at Board Meetings29T .................................................................................. 17

29T6.529T 29TQuorum29T ..................................................................................................................... 18

29T6.6.29T 29TVoting29T ....................................................................................................................... 18

29T6.7.29T 29TWritten Resolutions29T .................................................................................................. 18

29T7.229T 29TDuties of the Chair29T .................................................................................................... 19

29T7.329T 29TDuties of the Vice-Chair29T ........................................................................................... 20

29T7.429T 29TDuties of the Secretary29T .............................................................................................. 20

29T7.529T 29TIndemnification of Officers and Directors29T ................................................................ 20

29TARTICLE 829T 29TCHIEF EXECUTIVE OFFICER, CHIEF OF STAFF AND CHIEF NURSING EXECUTIVE29T 21

29T8.229T 29TDuties of Chief Executive Officer29T ............................................................................ 21

29T8.329T 29TDuties of the Chief of Staff29T ....................................................................................... 21

29T8.429T 29TDuties of the Chief Nursing Executive29T ..................................................................... 21

29TARTICLE 929T 29TCOMMITTEES OF THE BOARD29T ........................................................................ 21

29T9.229T 29TCommittee Charters29T .................................................................................................. 22

29T9.329T 29TCommittee Procedure29T ............................................................................................... 22

29T9.429T 29TExecutive Committee29T ................................................................................................ 23

29T9.529T 29TMedical Advisory Committee29T ................................................................................... 24

29T9.629T 29TQuality Committee29T .................................................................................................... 24

29TARTICLE 1029T 29TFINANCIAL/RECORDS29T ....................................................................................... 24

29T10.229T 29TAuthorized Signing Officers29T ..................................................................................... 24

29T10.329T 29TDay to Day Operation29T ............................................................................................... 25

29T10.429T 29TBanking and Borrowing29T ............................................................................................ 25

29T10.529T 29TSeal29T ........................................................................................................................... 25

29T10.629T 29TInvestments29T ............................................................................................................... 26

29T10.729T 29TAuditor29T ...................................................................................................................... 26

29TARTICLE 1129T 29TPROGRAMS29T .......................................................................................................... 26

29T11.229T 29THealth Surveillance Program29T .................................................................................... 27

29T11.329T 29TOrgan Donation29T ........................................................................................................ 27

29TARTICLE 12 SUBSIDIARY ORGANIZATIONS29T ........................................................................ 27

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29T12.229T 29TPurpose29T ..................................................................................................................... 27

29T12.329T 29TControl29T ...................................................................................................................... 28

29T12.429T 29TAuditor29T ...................................................................................................................... 28

29TARTICLE 13 – MEDICAL/PROFESSIONAL STAFF29T .................................................................. 28

29TARTICLE 14 - AMENDMENT TO BY-LAW29T ............................................................................... 28

29T14.229T 29TEffect of Amendments29T .............................................................................................. 29

29T14.329T 29TMember Approval29T ..................................................................................................... 29

29T14.329T 29TAmendments to Medical/Professional Staff By-law29T ................................................. 29

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CAMBRIDGE MEMORIAL HOSPITAL

PREAMBLE WHEREAS it is the purpose of Cambridge Memorial Hospital to serve its community, and whereas the objects of Cambridge Memorial Hospital are;

(a) to give care and treatment to the sick;

(b) to provide education and maintain high educational standards;

(c) to promote medical research;

(d) to maintain and improve community health; and

(e) to perform such lawful acts as are deemed necessary to promote attainment

of these objects; AND WHEREAS the governing body of Cambridge Memorial Hospital deems it expedient that all By-laws of the Hospital heretofore enacted be cancelled and revoked and that the following By- law be adopted for regulating the affairs of the Hospital;

NOW THEREFORE, be it enacted that all previous By-laws of the Hospital heretofore enacted be cancelled and revoked and that the following By-law be substituted in lieu thereof:

ARTICLE 1 - INTERPRETATION AND DEFINITION

1.1 Definitions

In this By-law and all other By-laws of the Corporation, unless the context otherwise requires:

(a) “Associates” in relation to an individual means the individual’s parents,

siblings, spouse or common law partner, and includes any organization, agency, company, or individual (such as a business partner) with a formal relationship to the individual;

(b) “Board” means the governing body of the Cambridge Memorial Hospital

and the board of directors of the Hospital;

(c) “By-law(s)” means unless otherwise specified, the By-laws of the Hospital from time to time in effect;

(d) “Chair” means the Director elected by the Board to serve as Chair of the

Board and Members of the Corporation;

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(e) “Charter” or “Charters” means the administrative, medical and professional policies and charters of the Corporation;

(f) “Chief Executive Officer” in addition to ‘administrator’ as defined in

section 1 of the Public Hospitals Act, means the President and Chief Executive Officer of the Corporation;

(g) “Chief Nursing Executive” means the senior nursing employee responsible

to the Chief Executive Officer for the nursing services provided in the Hospital;

(h) “Chief of Staff” means the member of the Medical Staff appointed by the

Board to be responsible for the professional standards of the Medical/Professional Staff, and the quality of professional care rendered at the Hospital. The Chief of Staff is also the Chair of the Medical Advisory Committee;

(i) “Committee Charter” means the charter of the Hospital in respect of its

various committees, from time to time in effect;

(j) “Conflict of Interest” includes, without limitation, the following four (4) areas that may give rise to a conflict of interest for the Directors of the Corporation, namely:

(i) Pecuniary or financial interest – a Director is said to have a pecuniary

or financial interest in a decision when the Director (or the Director’s Associates) stands to gain by that decision, either in the form of money, gifts, favours, gratuities or other special considerations;

(ii) Undue influence – participation or influence in Board decisions that

selectively and disproportionately benefits particular agencies, companies, organizations, municipal or professional groups, or patients from a particular demographic, geographic, political, socio-economic or cultural group is a violation of the Director’s entrusted responsibility;

(iii) Adverse interest – a Director is said to have an adverse interest to the

Corporation when the Director is a party to a claim, application or proceeding against the Corporation; or

(iv) Personal relationship – a Director has or may be perceived to have

personal interests that are inconsistent with those of the Corporation, creating conflicting loyalties;

(k) “Corporation” means the Cambridge Memorial Hospital, with the head

office at 700 Coronation Boulevard, Cambridge ON N1R 3G2, or as might be amended from time to time;

(l) “Corporations Act”, until the Proclamation Date, means the Corporations

Act (Ontario) and, where the context requires, includes the regulations

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made under it and thereafter means the Not-for-Profit Corporations Act, 2010 (Ontario) and any regulations made under it;

(m) “Dentist” means a member in good standing of the Royal College of Dental

Surgeons of Ontario, to whom Privileges have been granted;

(n) “Director” means a member of the Board;

(o) “Disruptive Behaviour” occurs when the use of inappropriate words, actions or inactions by a Medical/Professional Staff member interferes with his/her ability to function well with others to the extent that the behaviour interferes with, or is likely to interfere with, quality health care delivery and/or patient or workplace safety and/or staff recruitment/retention and the cost of providing health care to patients;

(p) “Excluded Person” means:

(i) A person who is not an individual;

(ii) A person who is under 18 years old;

(iii) A person who has been found under the Substitute Decisions Act,

1992 or under the Mental Health Act to be incapable of managing property or a person who has been found to be incapable by any court in Canada or elsewhere;

(iv) A person who has the status of an un-discharged bankrupt;

(v) No person who has been convicted of a criminal offence shall become a Director.

(vi) No person shall be eligible for election if they have a perceived or actual conflict of interest that is incompatible with service as a Director.

(vii) any person providing supplies or services or their affiliates and any

Director, owner, operator, major shareholder, or senior executive (as well as their formal Associates including parents, siblings, children, spouses and common-law partners) of such person(s) if such person(s):

(A) is under contract with the Corporation;

(B) has responded to a request for proposals issued by the

Corporation in the previous fiscal year; or

(C) intends to submit a proposal during the term of office of the Director;

(viii) any member of the Medical/Professional Staff other than the

members of the Medical Staff appointed to the Board pursuant to the Public Hospitals Act;

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(ix) any employee other than the Chief Executive Officer;

(x) any spouse, common law partner, child, parent, brother or sister, grandparent, grandchild, brother-in-law, sister-in-law, mother-in-law or father-in-law of an employee, or member of the Medical/Professional Staff;

(xi) any person who lives in the same household as a member of the

Medical/Professional Staff or an employee of the Corporation; and

(xii) any person who is an “ineligible individual” as defined in the Income Tax Act (Canada) or any regulations made under it;

(q) “Ex-Officio” means membership, election or appointment by virtue of the

office and includes all rights, responsibilities and power to vote except where otherwise specifically provided in this By-law or as provided by the Public Hospitals Act;

(r) “Extended Class Nurses” means those registered nurses in the extended

class to whom the Board has granted privileges to diagnose, prescribe for or treat out-patients in the Corporation;

(s) “Hospital” means the healthcare facility owned and operated by the

Cambridge Memorial Hospital;

(t) “Impact Analysis” means a study conducted by the Chief Executive Officer or designate, in consultation with the Chief of Staff and Chiefs of Department to determine the impact upon the resources of the Corporation of the proposed or continued appointment of any person to the Professional Staff;

(u) “Medical Advisory Committee” means the Medical Advisory Committee

established by the Board as provided for in the Medical/Professional Staff By-law and as required by the Public Hospitals Act;

(v) “Medical/Professional Staff” means those Physicians, Dentists, Midwives

and Extended Class Nurses who are appointed by the Board and who are granted specific Privileges to practice medicine, dentistry, midwifery or extended class nursing, respectively, in the Hospital;

(w) “Medical Staff” means the Physicians to whom the Board has granted

Privileges to treat patients and practice medicine in the Hospital;

(x) “Member” means the members of the Corporation set out in section 2.1 of this By-law who shall exercise the powers of the members as contemplated by this By-law and the Corporations Act;

(y) “Midwife” means a member in good standing of the College of Midwives

of Ontario to whom Privileges have been granted;

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(z) “MOHLTC” means the Ministry of Health and Long-Term Care;

(aa) “Nurse” means a holder of a current certificate of competence issued in Ontario by the College of Nurses of Ontario as a registered nurse or registered practical nurse;

(bb) “Officer” means those officers of the Corporation set out in section 7.1;

(cc) “Patient” means, unless otherwise specified, any in-patient, out-patient or other patient of the Hospital;

(dd) “Patient Safety Indicators” means the indicators of the quality of health

care identified by the MOHLTC as part of their patient safety agenda that hospitals are required to disclose publicly through their public websites or such other means as the MOHLTC may direct;

(ee) “Performance Metrics” means the Board approved organization

performance metrics that provide a overview of the organization performance in achieving quality, workplace safety, patient and workplace safety satisfaction, financial and human resource targets, and such other performance metrics that the Board may approve from time to time;

(ff) “Physician” means a member in good standing of the College of Physicians

and Surgeons of Ontario, to whom Privileges have been granted;

(gg) “President of Medical/Professional Staff” means the member of the Medical/ Professional Staff elected, from time to time, to the position of President by the Medical/Professional Staff;

(hh) “Privileges” means those rights or entitlements conferred upon a

Medical/Professional Staff member at the time of appointment or reappointment;

(ii) “Proclamation Date” means the date that the Not-for-Profit Corporations

Act (Ontario) is proclaimed into force;

(jj) “Public Hospitals Act” means the Public Hospitals Act (Ontario) and, where the context requires, includes the regulations made under it; and

(kk) “Vice- President of Medical/Professional Staff” means the member of the

Medical Staff elected, from time to time, to the position of Vice-President by the Medical/Professional Staff.

1.2 Interpretation

This By-law shall be interpreted in accordance with the following, unless the context otherwise specifies or requires:

(a) Words importing the singular number include the plural and vice versa;

words importing the masculine gender include the feminine and vice versa;

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and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

(b) The headings used in this By-law are inserted for reference purposes only

and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

(c) Any references herein to any law, By-law, 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.

(d) Notice by regular mail shall be deemed to be received five (5) days after it

is mailed.

1.3 Meeting Procedures

(a) Any Director, as the context requires, and as is permitted by the By-laws or Charters of the Corporation, may participate in a meeting of the Board or of a committee of the Board by means of telephone conference or electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and a person participating in such a meeting by such means is deemed, for the purposes of the Corporations Act and this By-law, to be present at the meeting and is bound by all confidentiality and privacy rules as if present at the meeting. Participating by telephone conference, electronic or other communication facilities is the exception and every reasonable effort must be made to attend and participate in meetings in person.

(b) Business arising at any meeting of the Corporation, the Board or any

committee established pursuant to this By-law shall be decided by a majority of votes unless otherwise required by statute or by the rules of procedure selected by the Corporation for such meetings.

(c) Voting shall take place as follows:

(i) Except as provided in this By-law, each Member and each Director shall

be entitled to one (1) vote at any meeting of the Corporation, Board or committee, respectively.

(ii) In accordance with the Public Hospitals Act, no Member shall be entitled

to vote by proxy at a meeting of the Corporation; all Members must attend annual and/or special meetings of the Corporation in person in order to be eligible to vote. However, following the Proclamation Date, Members shall also be entitled to participate in annual and/or special meetings of the Corporation by means of telephone conference or electronic or other communication facilities as permit all persons participating in the meeting

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to communicate with each other simultaneously and instantaneously and a person participating in such a meeting by such means is deemed, for the purposes of the Corporations Act and this By-law, to be present at the meeting and is bound by all confidentiality and privacy rules as if present at the meeting. Participating by telephone conference, electronic or other communication facilities is the exception and every reasonable effort must be made to attend and participate in meetings in person.

(iii) A Member shall not be entitled to cast a negative vote in respect of a

motion to elect a Director.

(iv) Votes shall be taken in the usual way, by show of hands, among all Members, Directors and committee members present and entitled to vote and in the event of a tie the motion is lost.

(v) The chair of any Members meeting shall have an initial vote but shall not

be entitled to an additional or casting vote.

(vi) After a show of hands has been taken on any question, the chair of the meeting may require, or any person entitled to vote on the question may demand, a poll thereon. A poll so required or demanded shall be taken in such manner as the chair of the meeting shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll. Upon a poll, each individual present in person and entitled to vote at such meeting shall have one (1) vote and the result of the poll shall be the decision of the Members, the Board or the committee, as the case may be.

(vii) Whenever a vote by show of hands shall have been taken on a question,

unless a poll is required or demanded, a declaration by the chair of the meeting 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.

(d) Minutes shall be kept for all meetings of the Corporation, the Board or any

committee, and shall be approved at the next meeting of the Corporation, the Board or the committee, as the case may be.

(e) The declaration of the secretary or chair of the meeting that notice has been

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

(f) No error or omission in giving notice for a meeting of the Corporation, the

Board, of any committee shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting, and any Member, Director or committee member, as the case may be, may at any time waive notice of any such meeting and may ratify and approve any or all proceedings taken or had thereat.

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(g) Any questions of procedure at or for any meetings of the Corporation, of the Board, or of any committee that have not been provided for in this By- law or by the Corporations Act or by the Public Hospitals Act shall be determined by the chair of the meeting in accordance with rules of procedure adopted by policy or resolution of the Board from time to time.

1.4 Repeal of Previous By-laws

All previous By-laws relating to the administration of the affairs of the Corporation are hereby repealed and replaced with this By-law.

ARTICLE 2 MEMBERS OF THE CORPORATION

2.1 Members

The Members of the Corporation shall consist of the elected Directors from time to time of the Corporation who shall be ex-officio Members for so long as they serve as Directors.

2.2 Membership Not Transferable

2.3 The interest of a Member in the Corporation is not transferable and lapses and ceases to exist when the person ceases to be a Director of the Corporation.Termination of Membership

(a) In the event that the Board determines that a Member should be expelled

or suspended from membership in the Corporation, the Chair, or such other officer as may be designated by the Board, shall provide fifteen (15) days notice of suspension or termination to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Chair, or such other officer as may be designated by the Board, in response to the notice received, within such fifteen (15) day period. In the event that no written submissions are received by the Chair, the Chair or such other officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further fifteen (15) days from the date of receipt of the submissions.

(b) Following the Proclamation Date, a Member of the Corporation who claims to be aggrieved because they were disciplined or because their membership was terminated may apply to the court for an order that the court thinks fit.

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ARTICLE 3 ANNUAL AND SPECIAL MEETINGS OF THE CORPORATION

3.1 Annual Meeting of the Corporation

(a) The annual meeting of the Corporation shall be held between the 1st day of

April and the 31st day of July in each year on a day fixed by the Board.

(b) A Member or any other person entitled to notice of a meeting of Members may waive notice of any meeting of Members. Attendance of any Member at a meeting of Members shall constitute a waiver of notice of the meeting, except where such Member attends such meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Meetings of Members, held without notice, shall be deemed to be duly called and held if all of the Members waive notice of the meeting and consent to the transaction of such business as may have come before it, subject to a quorum being present at such meeting.

(c)

3.2 Special Meetings of the Corporation

(a) The Board or Chair may call a special meeting of the Corporation.

(b) (i) Not less than one-tenth (1/10th) of the Members of the Corporation

entitled to vote at a meeting proposed to be held may, in writing, requisition the Directors to call a general meeting of the Members for any purpose connected with the affairs of the Corporation that is properly within the purview of the Members’ role in the Corporation.

(ii) The requisition shall be deposited at the head office of the Corporation and

may consist of several documents in like forms signed by one or more requisitioners.

(iii) If the Directors, acting in their sole discretion, determine that the

requisition meets the qualifications set out in clause (b)(i) above, the Directors shall call and hold such meeting within twenty-one (21) days from the date of the deposit of the requisition.

(iv) In the event the Directors determine the requisition does not meet the

qualifications set out in clause (b)(i) above, the Directors shall provide notice of such finding to the requisitioners at their address as recorded in the Corporation’s records.

(c) Notice of a special meeting shall be given in the same manner as provided

in paragraph 3.3.

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.

3.3 Notice

(a) A printed, written or typewritten notice stating the day, hour and place of the meeting and the general nature of the business to be transacted shall be served either personally or by sending such notice to each Member entitled to notice of such meeting and to the auditor of the Corporation.

(b) Such notice shall be sent by an appropriate means, which may include electronic

transmission, at least ten (10) days and not more than fifty (50) days (exclusive of the day of sending the notice and the day for which notice is given) before the date of every meeting directed to such address of each such Member and of the auditor as appears on the books of the Corporation; or if no address is given therein, then to the last address of each such Member or auditor known to the Secretary. Notice of any meeting or any irregularity at any meeting or in the notice thereof may be waived by any Member or by the auditor of the Corporation.

(c) Notice of any meeting where special business will be transacted shall contain

sufficient information to permit the Member to form a reasoned judgement on the decision to be taken and, following the Proclamation Date, the text of any special resolution to be submitted to the meeting.

3.4 Business at Annual Meeting of the Corporation

(a) The business transacted at the annual meeting of the Corporation shall

include:

(i) receiving the:

(A) minutes of the previous meeting;

(B) report of the Board including the audited financial statement;

(C) report of the unfinished business from any previous meeting of the Corporation;

(D) report of the Chief Executive Officer;

(E) report of the auditor; and

(F) report of the Chief of Staff;

(ii) election of Directors; and

(iii) the appointment of an auditor to hold office until the next annual meeting.

(b) No item of other business shall be considered at the annual meeting of the

Corporation unless notice in writing of such item of other business has

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been given to the Secretary of the Board prior to the giving of notice of the annual meeting so that such item of new special business can be included in the notice of annual meeting in accordance with the requirements of Section 3.3. Such notice of new special business shall be requisitioned by at least five percent (5%) of the Members and must be in respect of a business matter that is properly within the purview of the members role in the Corporation in accordance with the Corporations Act.

3.5 Adjourned Meeting

(a) The meeting shall stand adjourned until a day determined by the Board but

which is within fourteen (14) days of the adjourned meeting if a quorum is not present within one-half (1/2) hour after the time appointed for a meeting of the Corporation.

(b) At least three (3) days notice of the re-convened meeting following an

adjournment shall be given by mail or by electronic communication (including facsimile or e-mail) to each Member.

3.6 Meetings of Corporation – Chair

The meetings of the Corporation shall be chaired by:

(a) the Chair;

(b) the Vice-Chair if the Chair is absent or with the approval of the Chair; or

(c) another Director of the Corporation elected by the Members present if the

Chair and Vice-Chair are both absent.

3.7 Quorum

A quorum for any annual or special meeting of the Corporation shall be fifty percent (50%) or more of the Members.

3.8 Fiscal Year

The fiscal year of the Corporation shall end with the 31st day of March in each year.

ARTICLE 4 BOARD

4.1 Board Composition

The affairs of the Corporation shall be governed, and the management of the Corporation supervised, by a Board consisting of seventeen (17) Directors of whom five ( 5) shall be ex-officio Directors and twelve (12) shall be elected Directors.

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4.2 Elected Directors

The elected Directors shall be elected by the Members at meetings of the Members and shall retire in rotation. Directors shall be elected at each annual meeting for a term of up to three (3) years expiring on the date of the annual meeting at the end of their designated term.

4.3 Ex-Officio

(a) The persons holding the following offices shall be ex-officio Directors1 and shall hold office until their resignation, or until their successors are appointed in accordance with this By-law:

(i) the Chief Executive Officer;

(ii) the President of the Medical/Professional Staff;

(iii) the Vice-President of the Medical/Professional Staff;

(iv) the Chief of Staff; and

(v) the Chief Nursing Executive.

4.4 Term of Office Restrictions

No person may serve as an elected Director for more terms than will constitute nine (9) consecutive or cumulative years of service.

4.5 Vacancy

(a) If a vacancy occurs for any reason among the elected Directors, such

vacancy may be filled by an eligible person (as described in section 5.2) elected by the Board to serve until the next annual meeting.

(b) At the next annual meeting, in addition to the election of Directors to fill

the vacancies caused by the expiry of Directors’ terms, the meeting shall elect an additional Director to fill the unexpired term created by any vacancy referred to in paragraph (a) above. Service on the Board to fill such an unexpired term shall not be considered a term for the purpose of section 4.4.

4.6 Termination of Office

(a) The office of an elected Director may be vacated by a resolution of the

Board if:

1 The ex-officio Directors’ voting rights on the Board or on the Executive Committee shall be subject to the

provisions of section 2(2) of Regulation 965 under the Public Hospitals Act.

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(i) a Director is absent for three consecutive meetings of the Board or if a Director is absent for one-third or more of the meetings of the Board in any twelve month period;

(ii) a Director fails to comply with the Public Hospitals Act, the Corporations

Act, Local Health System Integration Act 2006 (Ontario) or the Corporation’s By-laws, rules, regulations, Charters and procedures, including without limitation, the confidentiality, conflict of interest and standard of care provisions contained in this By-law; or

(iii) a Director ceases to meet the qualifications set out in section 5.2.

(b) A Director may at any time, by notice to the Corporation, resign his/her

office. The resignation shall be effective at the time the notice is received by the Secretary of the Board or at the time specified in the notice, whichever is later.

4.7 Responsibilities of the Board

The Board shall govern and supervise the management of the affairs of the Corporation. The Board’s responsibilities and duties shall be set out in Board Charter.

4.8 Public Relations

The Board shall designate authority through a Board approved policy to one or more Directors, Officers or employees of the Corporation to make statements to the news media or public about matters brought before the Board.

4.9 Conflict of Interest

(a) The Conflict of Interest provision applies to every person who is a member

of the Board of Directors and its provisions apply at meetings of the Board of Directors.

(b) Subject to paragraph 4.9(c), every Director who, either on their own behalf

or while acting for, by, with, or through another, has any material interest, direct or indirect, perceived or actual in any proposed material matter, contract or transaction with the Hospital shall declare their interest and the nature and extent of such interest at a meeting of the Directors at which the proposed matter, contract or transaction or a matter, contract or a transaction is the subject of consideration and shall not be present at, or take part in, the deliberations or vote on any question with respect to the proposed matter, contract or transaction or the matter, contract or transaction. If the Director is not present at such meeting, or an interest has been acquired after such meeting, the Director shall make a declaration and otherwise comply with this paragraph at the first meeting of the Board of Directors attended by the Director after acquiring such interest. The interests of any Associate of the Director shall be deemed for the purposes of this By-law to be an interest of a Director.

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(c) (i) A Director may have material interests with stakeholders of the Hospital which may appear to be a Conflict of Interest. The Board recognizes that where the perceived conflicts related to non-profit stake- holders/partners that share common goals with the Hospital that the benefits of having such members on the Board outweigh the potential difficulties relating to the perceived or actual Conflict of Interest.

(ii) The benefits include:

(A) reflection of the operational reality of the inter-

relationship that the Hospital has with key stakeholders/partners that is critical to the Hospital achieving its mission and vision; and

(B) increased capacity of the Board because it leads to fuller

and more informed deliberation on issues that have cross- organizational implications.

(iii) Notwithstanding paragraph 4.9(b) of this By-law, where a Director has an actual or perceived Conflict of Interest relating to a not-for-profit partner or stakeholder, the Director shall be entitled to be present at and take part in the deliberations with respect to the proposed matter, contract or transaction or matter but shall not be entitled to vote.

(d) A Director who has declared an interest in a proposed material matter,

contract or transaction or a matter, contract or transaction and who has otherwise complied with paragraph 4.9(a) or (b) hereof, shall not be accountable to the Hospital or its creditors for any profit resulting from such matter, contract or transaction. The matter, contract or transaction will not be voidable by reason only of the Director belonging to the Board of Directors or of the fiduciary relationship established thereby.

(e) Every disclosure of interest under paragraphs 4.9(a) or (b) hereof shall be

recorded in the minutes of the meeting of the Board of Directors by the Secretary of the Board.

(f) The failure of a Director to comply with paragraph 4.9(a) or (b) hereof does

not itself invalidate any matter, contract or transaction or the proceedings in respect of any proposed matter, contract or transaction mentioned in paragraph 4.9(a) or (b), but the matter, contract or transaction, or the proceedings in respect of any proposed matter, contract or transaction are voidable at the instance of the Hospital.

(g) Where the number of Directors who, by reason of the provisions of this

section, are prohibited from participating in a meeting is such that at that meeting the remaining Directors are not of sufficient number to constitute a quorum, then, notwithstanding any other provision in this By-law, the remaining number of Directors shall be deemed to constitute a quorum, provided such number is not less than three (3).

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(h) Where in the circumstances mentioned in paragraph 4.9(h) above, the remaining Directors who are not prohibited from participating in the meeting number less than three (3), the Chief Executive Officer may apply to a judge on an ex parte basis for an order authorizing the Board to give consideration to, discuss and vote on the matter out of which the interest arises.

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

position with respect to any material contract, transaction, matter or decision, the Director shall have his or her concern recorded in the minutes, and the Director with the alleged Conflict of Interest shall have the right to address the Board with respect to the allegation. Thereafter, at the request of the Director who recorded the initial concern, the Board, after the Director alleged to have a Conflict of Interest has absented himself or herself from the room, shall 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 finds the person in a Conflict of Interest, that interested Director shall absent himself or herself 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.

4.10 Confidentiality

Every Director, Officer, member of the Medical/Professional Staff, committee member and employee of the Corporation shall sign a confidentiality agreement and shall respect the confidentiality of matters brought before the Board or before any committee or any matter dealt with in the course of the employee’s employment or the Medical/Professional Staff member’s activities in the Hospital.

ARTICLE 5 GUIDELINES FOR NOMINATION OF

DIRECTORS

5.1 Nominations for Election of Directors

(a) No later than ninety (90) days before the annual meeting of the Corporation, the Secretary of the Board shall inform the Board of the number of vacancies of the Board that are required to be filled by election at the annual meeting.

(b) Nominations for election as Director shall be made by the Board

Nominating Committee at least twenty (20) days prior to the annual meeting, and the Board Nominating Committee, in making such nominations, shall comply with the nomination guidelines and process approved by the Board.

(c) Members of the Corporation may nominate any Member for election as

Director, provided that such nomination meets all of the following criteria:

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(i) the nomination is accompanied by a written declaration signed by the nominee that he/she meets the qualifications to be a Director specified in this By-law, if elected; and

(ii) the nomination is submitted to and received by the Secretary of the Board

at least thirty (30) days prior to the date of the annual meeting.

5.2 Qualifications of Directors

.

(a) Every nominee for election or appointment to the Board must

(i) be resident of, employed or carry on business in the Region of Waterloo; and

(ii) meet the required skills and experience criteria identified by the Board.

(b) .

(c) No Excluded Person shall be eligible for election or appointment to the

Board of Directors except those ex-officio Directors set out in paragraph 4.3.

ARTICLE 6 REGULAR AND SPECIAL MEETINGS OF THE BOARD

6.1 Regular Meetings of the Board and Notice

The Board shall set the number and frequency of meetings; provided, however, that there shall be not fewer than four meetings of the Board between successive Annual General Meetings with no more than four months between any two meetings. Notice of all meetings, which may be by e-mail, shall be given by the Secretary of the Board to the Directors at least forty-eight (48) hours in advance, except for any meeting held immediately following an annual general meeting of the Corporation for which no notice is required.

6.2 Special Meetings of the Board and Notice

(a) The Chair may call special meetings of the Board.

(b) The Secretary of the Board shall call a special meeting of the Board if three

(3) Directors so request in writing.

(c) Notice of special meeting of the Board shall specify the purpose of the meeting, may be given by telephone, and shall be given at least forty-eight (48) hours in advance of the meeting.

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6.3 Board Meetings - Chair

Board meetings shall be chaired by:

(a) the Chair;

(b) the Vice-Chair if the Chair is absent; or

(c) a Director elected by the Directors present if the Chair and Vice-Chair are both absent.

6.4 Attendance at Board Meetings

(a) The public may attend as observers at Board meetings in accordance with

Board policy.

(b) Any member of the public who wishes to address the Board must notify the Secretary of the Board in writing seven (7) days prior to the Board meeting and must abide by the Board policy covering public presentations.

(c) Invitations to address the Board may be extended by the Chair through the

Chief Executive Officer.

(d) Notwithstanding any other provision in this By-law, the Board may, at its option and without notice, choose to hold all or any part of a Board meeting in camera, if the subject matter under consideration involves:

(i) legal or other professional advice;

(ii) the disclosure of intimate, personal, financial or disciplinary information in

respect of:

(A) an employee or prospective employee;

(B) a member of the Medical/Professional Staff;

(C) a Patient; or

(D) a Director; and

(iii) the acquisition or disposal of real estate or any other material assets;

(iv) the decisions in respect of negotiations with employees of the Corporation or members of the Medical/Professional Staff;

(v) litigation or potential litigation affecting the Corporation;

(vi) material financial or strategic matters that require Board deliberations;

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(vii) adverse events, sentinel events or any information conducted under the auspices of Quality Of Care Information Protection Act (Ontario) related investigations; or

(viii) any other matter which the Board believes is in the best interest of the

Corporation to address in an incamera meeting.

6.5 Quorum

A quorum for any meeting of the Board shall be fifty percent (50%) or more of the voting Directors. No meeting of the Board shall be duly constituted for the transaction of business unless a quorum is present. There will be no representation by proxy at any Board meeting.

6.6. Voting

(a) Subject to paragraph 6.6(b) and section 6.7 below, at all regular and special

meetings of the Board, voting shall be determined in accordance with the process set out in paragraph 1.3(b).

(b) Despite any other provisions of this By-Law, any Director entitled to vote at a

meeting may at any time require that the vote be recorded. The request for a recorded vote does not require a motion and is not debatable or amendable.

(c) From and after the Proclamation Date a Director who is present at a meeting of

the Directors or of a committee of Directors is deemed to have consented to any resolution passed or action taken at the meeting, unless,

(i) the Director’s dissent is entered in the minutes of the meeting;

(ii) the Director requests that his or her dissent be entered in the minutes of the

meeting;

(iii) the Director gives his or her dissent to the secretary of the meeting before the meeting is terminated; or

(iv) the Director submits his or her dissent immediately after the meeting is

terminated to the Corporation; and

(d) From and after the Proclamation Date, a Director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless within seven (7) days after becoming aware of the resolution, the Director,

(i) causes his or her dissent to be placed with the minutes of the meeting; or

(ii) submits his or her dissent to the Corporation.

6.7. Written Resolutions

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A resolution, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or of a committee of Directors is as valid as if it had been passed at a meeting of Directors or of a committee of Directors.

7.1

Officers

ARTICLE 7 OFFICERS

(a) The Board shall elect the following officers at the first meeting immediately following the annual meeting:

(i) the Chair; and

(ii) the Vice-Chair.

(b) The elected officers shall hold office until successors are elected at the first meeting immediately following the annual meeting of the following year or, in the event of a resignation, until a successor is elected at a special meeting of the Board.

(c) The Chief Executive Officer shall be the Secretary of the Board.

(d) Ex-officio Directors shall be ineligible for election as Chair or Vice-Chair.

(e) No Director may serve as Chair or Vice-Chair for more than two (2) consecutive years in one office. Notwithstanding the foregoing, where a Director has served two (2) consecutive years as Chair or Vice Chair, the Board may, by resolution approved by two-thirds (2/3) of the votes cast at the Board meeting referred to in (a) above, elect the Chair or Vice Chair to an additional term of one (1) year, provided that in no event shall a Director serve as either Chair or Vice-Chair for more than three (3) consecutive years.

(f) The Officers of the Corporation 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.

(g) Any Officer of the Corporation shall cease to hold office upon resolution of the Board.

7.2 Duties of the Chair

(a) preside at all meetings of the Board and the Corporation;

(b) set a high standard for Board conduct by modelling, articulating and upholding rules of conduct set out in By-laws and the Charters;

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(c) intervene when necessary in instances involving breaches of the rules of conduct; and

(d) perform such other duties as may be prescribed from time to time by Board

Charter or resolution.

7.3 Duties of the 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 and perform any other duties assigned by the Chair or the Board.

7.4 Duties of the Secretary

The Secretary shall:

(a) attend meetings of the Board and Board committees as required;

(b) ensure that minutes of all Board and Board committee meetings are

circulated to all members of the Board or committee;

(c) attend to correspondence of the Board;

(d) prepare and submit all reports required under any applicable federal, provincial or municipal legislation, By-laws or regulation;

(e) be the custodian of all minute books, documents and registers of the

Corporation required to be kept by the provisions of the Corporations Act and all minutes, documents and records of the Board;

(f) keep copies of all testamentary documents and trust instruments by which

benefits are given to the use of the Hospital and provide information respecting same to the Office of the Public Guardian and Trustee as required by the Charities Accounting Act (Ontario), and provide as appropriate an accounting to the Board with respect to all funds held in trust by the Corporation;

(g) be the custodian of the seal of the Corporation;

(h) give such notice as required by this By-law or by the Board or its

committees; and

(i) perform such other duties as may from time to time be determined by the Board.

7.5 Indemnification of Officers and Directors

Every Director and officer appointed or authorized by the Board shall be entitled to enter into an indemnity agreement with the Corporation. The form of the indemnity agreement

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and the approval of appropriate errors and omission coverage for the Directors and Officers of the Corporation shall be as determined by the Board from time to time.

ARTICLE 8 CHIEF EXECUTIVE OFFICER, CHIEF OF

STAFF AND CHIEF NURSING EXECUTIVE

8.1 Chief Executive Officer, Chief of Staff and Chief Nursing Executive

(a) The Chief Executive Officer and Chief of Staff shall be appointed by the Board of Directors.

(b) The Board of Directors by resolution may at any time revoke or suspend

the appointment of the Chief Executive Officer and the Chief of Staff.

(c) The Chief Executive Officer shall ensure there are appropriate procedures in place for the appointment of the Chief Nursing Executive.

8.2 Duties of Chief Executive Officer

(a) The Chief Executive Officer shall be the Secretary of the Board.

(b) The Chief Executive Officer shall be an ex-officio member of the Board.

(c) The Chief Executive Officer shall be accountable to the Board of Directors

for all aspects of the Corporation’s administration, organization and management, as more particularly described in the Chief Executive Officer’s job description as approved by the Board from time to time.

8.3 Duties of the Chief of Staff

The terms of reference for the Chief of Staff are set out in the Medical/Professional Staff By-law.

8.4 Duties of the Chief Nursing Executive

(a) The Chief Nursing Executive shall be an ex-officio member of the Board.

(b) The Chief Nursing Executive shall be responsible to the Chief Executive

Officer and shall be accountable for nursing services provided in the hospital as more particularly described in the Chief Nursing Executive’s job description as approved by the Chief Executive Officer from time to time.

ARTICLE 9 COMMITTEES OF THE BOARD

9.1 Committees of the Board

(a) At the first meeting of the Board following the annual meeting of the

Corporation, the Board shall establish the Executive Committee and

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Quality Committee and such other standing and ad hoc committees referenced in the Board Committee Charter.

(b) The Board's standing and ad hoc committees report to the Board of

Directors.

(c) The Board may appoint, for a term not to exceed one year, additional persons to Board committees who are not Directors but who have the right to vote provided a majority of the committee members are Directors. The non-Director may be reappointed for successive one year terms.

(d) The Board may appoint employees and Medical/Professional Staff

members as resources to assist the committees to perform their duties and responsibilities.

9.2 Committee Charters

The functions, duties, responsibilities, composition and mandate of the committees set out in section 9.1 above that are not set out in this By-law or the Medical/Professional Staff By-law and of all other committees shall be provided either in the Board Committee Charter to be prepared and reviewed by the Board from time to time or in the respective Committee Charter established by the Board.

9.3 Committee Procedure

(a) The quorum shall be fifty percent (50%) or more of the voting members of

the committee.

(b) Each voting member of the committee shall be entitled to one (1) vote at any meeting of the committee.

(c) The Board may at any meeting appoint and prescribe the duties of any ad

hoc committee and name the chair and vice-chair of each ad hoc committee.

(d) The Board may by resolution dissolve any standing or ad hoc committee at

any time other than the Medical Advisory Committee.

(e) Meetings of the respective committees shall be held at the call of the respective Committee’s Chair.

(f) On an annual basis, the standing and ad hoc committees of the Board shall

establish an annual workplan that is aligned with the respective Committee’s Charter, the Corporation’s strategic plan and key corporate priorities.

(g) The Board shall assign to the respective standing and ad hoc committees

responsibility for the oversight of specified Performance Metrics.

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(h) The Chief Executive Officer, in consultation with the Chair and committee chair, shall annually identify staff resources required by the respective committees.

(i) The performance of the standing and ad hoc committees of the Board shall

be evaluated on a yearly basis.

(j) The Charters of the standing and ad hoc committees of the Board shall be evaluated on a regular basis, but not less than once every 3 years.

(k) A committee may delegate a portion of its responsibilities to a

subcommittee.

(l) Board committee meetings shall be closed unless a motion is made to open the meeting to the public. The Board’s approved Charter on guest attendance shall govern guests’ rights to attend and participate in open meetings unless the committee has approved a specific committee attendance Charter. Board committee reports and recommendations to the Board of Directors will be made in the open Board meeting with the exception of those matters which are defined as “In-Camera” in the Board Charter on In-Camera sessions.

(m) The Board may at its absolute discretion remove any committee member

from a committee.

9.4 Executive Committee

(a) The Executive Committee shall consist of:

(i) the Chair of the Board;

(ii) the Vice-Chair of the Board;

(iii) up to three(3) other Director.

(b) The Executive Committee shall:

(i) in the event of the Chair’s inability to constitute an emergency meeting of the Board, the Executive Committee shall be entitled to, pursuant to section 70(1) of the Corporations Act, exercise all of the powers of the Board and report to the Board at the next meeting on any such actions taken; and

(ii) perform such other duties as may be prescribed from time to time by Board

Committee Charter or resolution.

(c) In the event that a meeting is called to exercise the powers contemplated in clause 9.4(b)(i) above, the Directors not on the Executive Committee of the Board shall be entitled to attend and the Executive Committee’s first item of business shall be to add those Directors as ad hoc voting members of the

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Executive Committee for the purpose of participating as voting members of the Executive Committee.

9.5 Medical Advisory Committee

The composition and terms of reference for the Medical Advisory Committee are set out in the Medical/Professional Staff By-law referred to in Article 13.

9.6 Quality Committee

(a) The composition of the Quality Committee shall be set out in the

Committee Charter and shall be consistent with the requirements of the Excellent Care for All Act 2010 (Ontario).

(b) The Quality Committee shall:

(i) be responsible for the duties set out in the Excellent Care for All Act 2010

(Ontario);

(ii) be responsible for the requirements of the Public Hospital Act and the Quality of Care Information Protection Act (Ontario) with respect to critical and sentinal events;

(iii) perform such other duties as may be prescribed from time to time by

Committee Charter or resolution.

ARTICLE 10 FINANCIAL/RECORDS

10.1 Books and Records

The Directors shall require that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law are regularly and properly kept in accordance with an approved corporate policy.

10.2 Authorized Signing Officers

(a) Any two of the Chair, Vice-Chair, Chief Executive Officer, or such person

or persons who may be authorized from time to time by resolution of the Board, are hereby authorized for and in the name of the Corporation to sign and execute deeds, documents, leases, contracts, agreements, offers for purchase of realty, purchase orders for equipment and undertakings on behalf of the Corporation.

(b) Sale, mortgage, hypothecation or other disposition of real property of the

Corporation shall only be made as authorized by special resolution (as defined in the Corporations Act).

(c) The Board may authorize signing officers on behalf of the Corporation,

additional to or other than as provided in paragraph 10.2(a) above.

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10.3 Day to Day Operation

Contracts, agreements, orders and capital equipment purchases for the operation of the Hospital, specifically included in the budget approved by the Board or otherwise approved by the Board, and involving costs or liability of amounts established by the resolution of the Board, may be signed on behalf of the Corporation by the Chief Executive Officer or such additional persons as may be authorized by Board Charter.

10.4 Banking and Borrowing

(a) Any two of the Chair, Vice-Chair, Chief Executive Officer, or such person

or persons who may be authorized from time to time by resolution of the Board, are hereby authorized for and in the name of the Corporation:

(i) to draw, accept, sign and make all or any bills of exchange, promissory

notes, cheques and orders for payment of money;

(ii) to receive all monies and to give acquaintance for the same;

(iii) to assign and transfer to a bank all or any stocks, bonds and other securities;

(iv) from time to time to borrow money from, and, if applicable, grant security

in connection therewith to, a bank and to enter into such credit, security and other agreements as may be incidental thereto; and

(v) generally, for and in the name and on behalf of the Corporation, to transact

with the said bank any business they may think fit.

(b) The Chief Executive Officer, or designate, or any other person as may from time to time be designated by the Board is hereby authorized or may be authorized on behalf of the Corporation:

(i) to negotiate with, deposit with, endorse or transfer to a bank, but for the

credit of the Corporation only, all or any bills of exchange, promissory notes, cheques, or orders for the payment of money and other negotiable paper;

(ii) from time to time to arrange, settle, balance and certify all books and

accounts between the Corporation and the Corporation’s bank;

(iii) to receive all paid cheques and vouchers; or

(iv) to sign the bank’s form of settlement of balances and release.

10.5 Seal

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

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10.6 Investments

The Board may make any investments which are authorized by the Corporation’s investment policy and shall ensure that any trust funds are invested in accordance with the Trustee Act (Ontario).

10.7 Auditor

(a) The Corporation shall at its annual meeting appoint an auditor who shall

not be a member of the Board, an Excluded Person, an Officer or employee of the Corporation or a partner or employee of any such person, and who is duly licensed under the Public Accountancy Act (Ontario) 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

Corporations Act and shall perform the audit function as prescribed therein.

(c) In addition to making the report at the annual meeting of the Corporation, the auditor shall from time to time report through the Committee of the Board responsible for audit on the audit workplan and provide any necessary recommendations.

ARTICLE 11 PROGRAMS

11.1 Occupational Health and Safety Program

(a) Pursuant to the regulations under the Public Hospitals Act, there shall be an

Occupational Health and Safety Program for the Corporation which

shall include procedures with respect to:

(i) a safe and healthy work environment in the Hospital, including without limitation, the prevention of Disruptive Behaviour;

(ii) the safe use of substances, equipment and medical devices in the Hospital;

(iii) safe and healthy work practices in the Hospital;

(iv) the prevention of accidents to persons on the premises of the Hospital; and

(v) the elimination of undue risks and the minimizing of hazards inherent in

the Hospital environment.

(b) The person designated by the Chief Executive Officer to be in charge of occupational health and safety in the Hospital shall be responsible to the Chief Executive Officer for the implementation of the Occupational Health and Safety Program.

(c) The Chief Executive Officer shall report to a Board designated committee

at least annually in respect of the Occupational Health and Safety Program.

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11.2 Health Surveillance Program

(a) Pursuant to the regulations under the Public Hospitals Act, there shall be a Health Surveillance Program for the Corporation which

shall:

(i) be in respect of all persons carrying on activities in the Hospital; and

(ii) include an infectious / communicable disease surveillance program which

shall monitor and respond to the Patient Safety Indicators.

(b) The person designated by the Chief Executive Officer to be in charge of health surveillance in the Hospital shall be responsible to the Chief Executive Officer for the implementation of the Health Surveillance Program.

(c) The Chief Executive Officer shall report to a Board designated committee

at least annually on matters in respect of the Health Surveillance Program.

11.3 Organ Donation

(a) Pursuant to the regulations under the Public Hospitals Act, the Board shall approve procedures to encourage the donation of organs and tissues including:

(i) procedures to identify potential donors; and

(ii) procedures to make potential donors and their families aware of the options

of organ and tissue donations, and shall ensure that such procedures are implemented in the Hospital.

(b) The person designated by the Chief Executive Officer to be in charge of

organ donation procedures in the Hospital shall be responsible to the Chief Executive Officer for the implementation of the organ donation procedures.

ARTICLE 12 SUBSIDIARY ORGANIZATIONS

12.1 Authorization

The Board may sponsor as it deems advisable the formation of any organization subsidiary to and supportive of the goals and objectives of the Hospital.

12.2 Purpose

Such organization 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.

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12.3 Control

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

12.4 Auditor

The organization shall annually appoint an auditor who shall be independent of the organization and who shall be duly licensed under the provisions of the Public Accountancy Act (Ontario), to hold office until the next annual meeting of the organization at which time the auditor's report on the operations of the organization for the past year shall be presented to the organization members and a copy forwarded to the Board.

ARTICLE 13 – MEDICAL/PROFESSIONAL STAFF

13.1 Medical/Professional Staff There shall be a Medical/Professional Staff By-law of the Corporation which shall set out the appointment and functions of the Medical/Professional Staff.

ARTICLE 14 - AMENDMENT TO BY-LAW

14.1 Amendments to By-law

(a) The Board may pass or amend the By-laws of the Corporation from time to time in accordance with the following provisions:

(i) Notice of motion to pass a new By-law or to amend this or any other By-

law shall be given in the notice calling the meeting of the Board at which it is intended to present the By-law or amendment.

(ii) (A) Where it is intended to pass or amend the By-law at a meeting of

the Board notice of such intention, which may be by email, shall be sent by the Secretary of the Board to each Director at his/her address as shown on the records of the Corporation with not less than seven (7) days notice before the meeting.

(B) Where the notice of intention required by clause (b)(i) above is not provided, any proposed By-law or amendments to the By-law may nevertheless be moved at the meeting and discussion and voting thereon adjourned to the next meeting, for which no notice of intention need be given.

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14.2 Effect of Amendments

(a) Subject to paragraphs 14.1(d) and (e) below, a By-law or an 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.

14.3 Member Approval

(a) A By-law or an 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 meeting or special general meeting shall refer to the By-law or amendment to be presented.

(b) The Members at the annual meeting or at a special general meeting may

confirm the By-law as presented or reject or amend them providing the intent of the motion is not altered. If rejected they thereupon cease to have effect.

(c) The Members rights under clause (b) above are restricted to the changes

proposed in the notice referred to in clause (a) above. No amendment is in order that increases the amendment or introduces new changes.

(d) The Members may not, at the meeting referred to in (a) above, initiate a

requisition or motion to amend, enact or repeal a By-law.

(e) Any amendment to the portion of the By-laws relating to an action by the Corporation requiring approval by way of Special Resolution (as defined in the Corporations Act) is not effective until it has been confirmed by at least two- thirds of the votes cast at a general meeting of the Members duly called for considering it.

(f) In any case of rejection, amendment or refusal to approve the By-laws or part

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

14.3 Amendments to Medical/Professional Staff By-law

(a) Prior to submitting all or any part of the Professional Staff By-law to the

process established in sections 14.1 and 14.3, the procedures set out in the Professional Staff By-law shall be followed.