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2.2 Honorary Members.
- The Board may, from time to time, designate any person as an Honorary
Member of the Centre (Honorary Member), for such length of time as the
Board may designate.
- Honorary Members shall be eligible to attend meetings of the Centre,
but shall not eligible to vote, and the designation of Honorary Member
will not confer upon the designate the capacity or status of a Member.
2.3 Annual Meeting of the Centre.
- The Annual Meeting of the Centre shall be held at the place within
Ontario, and at the time and day in each year fixed by the Board, provided
that the Annual Meeting shall take place between the 1st day of April
and the 31st day of July in each year.
- Notice of the Annual Meeting of the Centre shall be given to all Members
by:
- prepaid mail, facsimile transmission, or electronic transmission
at least twenty-one (21) days in advance of the meeting; or
- (ii) by publication at least once a week for the two (2) successive
weeks preceding the meeting in a newspaper circulated in the municipality
or municipalities in which Members of the Centre reside, as shown
by their address on the records of the Centre.
- No error or omission in giving notice of a meeting of Members may
invalidate resolutions passed or proceedings taken at the meeting. For
the purpose of sending notice to any Member for any meeting or otherwise,
the address of any Member shall be his or her last address recorded
on the books of the Centre.
2.4 Special Meetings of the Centre.
- The Chair may call a special meeting of the Centre at any time and
at any place within Ontario.
- If ten percent (10%) of Members so request in writing, the Secretary
of the Centre shall call a special meeting of the Centre.
- Notice of a special meeting shall be given in the same manner as notice
is given for an Annual Meeting of the Centre.
- The notice of a special meeting shall state the purpose for which
it is called.
- No error or omission in giving notice of a meeting of Members may
invalidate resolutions passed or proceedings taken at the meeting. For
the purpose of sending notice to any Member for any meeting or otherwise,
the address of any Member shall be his or her last address recorded
on the books of the Centre.
2.5 Quorum.
- The quorum for an Annual or Special Meeting of the Centre shall be
twenty percent (20%) of Members representing at least three (3) of the
constituency categories set out in section 2.1(1) of this By-law.
2.6 Adjourned Meeting.
- The meeting shall stand adjourned until a day within two (2) weeks
to be determined by the Board, if a quorum is not present within one-half
hour after the time appointed for a meeting of the Centre.
- At least seven (7) days notice of the rescheduled meeting following
an adjournment shall be given to all Members by prepaid mail, facsimile
transmission, or electronic transmission.
- No error or omission in giving notice of a meeting of Members may
invalidate resolutions passed or proceedings taken at the meeting. For
the purpose of sending notice to any Member for any meeting or otherwise,
the address of any Member shall be his or her last address recorded
on the books of the Centre.
2.7 Meetings of Centre - Chair.
- The Annual and Special Meetings of the Centre shall be chaired by:
- the Chair;
- the Vice Chair if the Chair is absent; or
- a Trustee of the Centre elected by the Trustees present if the
Chair and Vice Chair are absent.
- The Chair shall have the right to vote at all meetings of the Centre.
2.8 Business.
- The business transacted at the Annual Meeting of the Centre shall
be as determined by the laws of the Province of Ontario and from time
to time by the Board.
2.9 Fiscal Year.
- The fiscal year of the Centre shall end with the 31st day of March
in each year.
2.10 Resolutions in Writing
- Subject to the CorporationÌs Act (Ontario), a resolution in
writing, signed by all the Members entitled to vote on that resolution
at a meeting of Members, is as valid as if it had been passed at a meeting
of Members called, constituted and held for that purpose.
2.11 No Liability of Members
- Members shall not, as such, be held answerable or responsible for
any act, default, obligation or liability of the Centre or for any engagement,
claim, payment, loss, injury, transaction, matter or thing relating
to or connected with the Centre.
SECTION 3 BOARD OF TRUSTEES
3.1 Composition of Board.
- The affairs of the Centre shall be governed by a Board of Trustees
consisting of sixteen (16) elected and five (5) ex-officio voting Members.
- The five (5) ex-officio voting Trustees shall be as follows:
- the President, who shall be Chief Executive Officer;
- the Physician in Chief;
- the President of the MSA;
- a representative of the University of Toronto.
- the Chair of the Centre for Addiction and Mental Health Foundation.
3.2 Qualifications.
- No member of the Medical Staff shall be eligible for election or appointment
to the Board except as otherwise provided in this By-law.
- No employee of the Centre shall be eligible for election or appointment
to the Board except as otherwise provided in this By-law.
- No Family Member of any person included in 3.2(1) or 3.2(2) above
shall be eligible for election or appointment to the Board, except by
resolution of the Board.
- A person may be elected as a Trustee, even though the person is not
a Member of the Centre, with his or her consent in writing.
- No person may be elected or appointed a Trustee before reaching eighteen
(18) years of age.
- All Trustees must sign a general membership undertaking substantially
in the form of Appendix A.
3.3 Nominations and Election of Trustees.
- Trustees shall be elected and retired in rotation by the membership
at the Annual Meetings of the Centre.
- Nominations for election as Trustee at an Annual Meeting of the Centre
shall be made only by the Governance Committee of the Board, in accordance
with the provisions of Section 3.24, below, or by Members of the Centre,
provided that each nomination by Members is:
- in writing and signed by at least two Members;
- accompanied by a written declaration signed by the nominee that
he or she will serve as Trustee in accordance with the by-laws if
elected; and
- submitted to and received by the Secretary of the Centre at least
thirty (30) days before the date of the annual meeting.
- Each Trustee shall be elected for a term of three (3) years and shall
be eligible to serve for two (2) further terms of three (3) years each.
After serving for nine (9) consecutive years, a Trustee shall be required
to stand down for a period of not less than eleven (11) months before
being eligible to be re-elected as a Trustee, provided that, if any
person is elected as Trustee to fill a vacancy on the Board, such person
shall be limited to two (2) full terms of three (3) years each following
the completion of the balance of the term left vacant, before being
required to stand down.
3.4 Honorary Governors.
- All members of the respective boards of the Founding Parties on the
day preceding the Amalgamation Date, and such other persons as the Board
may, from time to time, select, shall be designated as Honorary members
of the Board of Trustees (Honorary Governors), for such length of time
as the Board may designate, in recognition of their significant contribution
to the Centre.
- Honorary Governors shall not be Trustees, shall not be entitled to
notice of meetings of the Board, may attend Board meetings by invitation
only and shall not be eligible to hold office or to vote. The designation
of Honorary Governor will not confer upon the designate the capacity
or status of a Trustee.
3.5 Vacancy.
- The office of an elected Trustee shall automatically be vacated:
- if the Trustee by notice in writing to the Centre resigns office,
which resignation shall be effective at the time it is received
by the Secretary of the Centre or at the time specified in the notice,
whichever is later;
- if a Trustee fails to attend 50% of the meetings of the Board
in any calendar year without explanation satisfactory to the Chair;
- if, at a special meeting of the Board, a resolution is passed
by at least two-thirds of the votes cast by the members of the Board
present at the special meeting, removing the Trustee before the
expiration of the TrusteeÌs term, provided that the Trustee shall
be granted the opportunity to be heard at such meeting; or
- if the Trustee dies.
- If a vacancy occurs for any reason among the elected Trustees, such
vacancy may be filled by a person elected by the Board, upon the recommendation
of the Governance Committee, to serve until the next annual meeting.
- At the next annual meeting of the Centre, in addition to the election
of Trustees to fill the vacancies caused by the expiry of Trustees terms,
the meeting shall elect any additional Trustees required to fill the
unexpired terms created by any vacancy or vacancies referred to in subsection
3.5(2).
3.6 Principles of Governance.
- The Board of Trustee shall be bound by the Principles of Governance,
attached hereto as Schedule A, as amended by the Board from time to
time.
3.7 Responsibilities of the Board.
- In addition to the duties set out in section 3.6, the Board shall
govern and manage the affairs of the Centre and, without limiting the
generality of the foregoing, shall conduct itself according to the Responsibilities
of the Board set out in Schedule AA hereto, as amended by the Board
from time to time.
3.8 Responsibilities of Individual Trustees.
- In contributing to the achievement of the responsibilities of the
Board as a whole, each Trustee shall conduct himself or herself in accordance
with the responsibilities of Individual Trustees set out in Schedule
A hereto, as amended by the Board from time to time.
3.9 Regular Meetings of the Board and Notice.
- The Board shall meet at the head office of the Centre or such other
place, and at such time and day, as the Board may from time to time
determine.
- The Secretary shall give notice of the meeting to the Trustees if
the meeting is to be held at another time or day or at a place other
than the head office. If notice is to be given it shall be delivered,
faxed or telephoned to each Trustee at least forty-eight (48) hours
in advance of the meeting or shall be mailed to each Trustee at least
seven (7) days in advance of the meeting.
- There shall be at least eight (8) regular meetings of the Board per
annum.
- A meeting of the Board may be held without notice, immediately following
the annual meeting of the Centre.
3.10 Special Meetings of the Board and
Notice.
- he Chair may call special meetings of the Board.
- The Secretary shall call a special meeting of the Board if three (3)
elected Trustees so request in writing.
- Notice of a 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.
3.11 Board Meetings - Chair
Board meetings shall be chaired by:
- the Chair,
- the Vice Chair if the Chair is absent,
- a Trustee elected by the Trustees present if the Chair and Vice Chair
are absent.
3.12 Procedures for Board Meetings
- The declaration of the Chair or the Secretary that notice has been
given pursuant to this By-law shall be sufficient and conclusive evidence
of the giving of such notice.
- No error or omission in giving notice for a meeting of Trustees shall
invalidate such meeting or invalidate or make void any proceedings taken
or had at such meeting and any Trustee may at any time waive notice
of any such meeting and may ratify and approve any or all proceedings
taken or had thereat.
- All meetings of the Board shall be open to the Members and to the
public unless the subject matter under consideration at the meeting
will involve:
- security of property;
- disclosure of personal or financial information in respect of
individual persons;
- acquisition or disposition of real and/or personal property;
- decisions respecting negotiations with employees; or
- litigation affecting the Centre;
- in which case, a majority of Board Members present may vote, at any
time at the commencement of or during the meeting, to hold the meeting
in camera.
- Minutes shall be kept for all meetings of the Board.
- Business arising at any meeting of the Board shall be decided by a
majority of votes, provided that:
- votes shall be taken in the usual way by a show of hands among
all Trustees present, and, in the event of a tie, the motion is
lost;
- notwithstanding subsection 3.12(5)(a), votes shall be taken by
written ballot if so demanded by any voting member present. In the
event of a tie, the motion is lost; and
- 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.
3.13 Quorum
- Eleven Trustees shall constitute a quorum for any meeting of the Board.
3.14 Public Relations
- The Board may give authority to one or more Trustees, officers or
employees of the Centre to make statements to the news media or public
about matters brought before the Board.
3.15 Conflict of Interest
- Every Trustee who is in any way directly or indirectly interested
in a proposed contract or transaction or in a contract or transaction
with the Centre shall declare his or her interest at a meeting of the
Trustees.
- In the case of a proposed contract or transaction, the declaration
referred to in subsection (1) above shall be made at the meeting of
the Trustees at which the question of entering into the contract or
transaction is first taken into consideration or, if the Trustee is
not at the date of that meeting interested in the proposed contract
or transaction, at the next meeting of the Trustees held after he or
she becomes so interested, and, in a case where the Trustee becomes
interested in a contract or transaction after it is made, the declaration
shall be made at the first meeting of the Trustees held after he or
she becomes so interested.
- A general notice given to the Trustees by a Trustee to the effect
that he or she is to be regarded as interested in any contract or transaction
or proposed contract or transaction made with any other centre, association,
agency, institution, public authority or person, shall be deemed to
be a sufficient declaration of interest in relation to a contract or
transaction so made, but no such notice is effective until it is given
at a meeting of the Trustees or the Trustee takes reasonable steps to
ensure that it is brought up and read at the next meeting of the Trustees
after it is given.
- If a Trustee has made a declaration of his or her interest in a proposed
contract or transaction or a contract or transaction in compliance with
the provisions of this section and has not voted in respect of the contract
or transaction, the Trustee is not accountable to the Centre or to any
of its Members or creditors for any profit realized from the contract
or transaction, and the contract is not voidable by reason only of the
Trustee holding that office or the fiduciary relationship thereby established.
- Despite anything to the contrary in this section, a Trustee is not
accountable to the Centre or to any of its Members or creditors for
any profit realized from such contract or transaction and the contract
is not by reason only of the TrusteeÌs interest therein voidable if
it is confirmed by the majority of the votes cast at a general meeting
of the Members duly called for that purpose and if the TrusteeÌs interest
in the contract or transaction is declared in the notice calling the
meeting.
- Neither Trustees nor their Families shall enter into any proposed
contract or transaction or contract or transaction with the Centre,
unless:
- they enter a competitive bid in writing; and
- the Trustee has, in accordance with the foregoing provisions,
declared his or her interest in the contract or transaction and
refrained from voting on the matter.
3.16 Confidentiality
- Every Trustee, officer, member of the Medical Staff and employee
of the Centre shall respect the confidentiality of matters brought in
camera before the Board or before any committee of the Board, or any
matter dealt with in the course of the employeeÌs employment or the
Medical Staff or dental staffÌs activities in the Centre.
3.17 Indemnification
- Every Trustee or Officer of the Centre or other person who has undertaken
or is about to undertake any liability on behalf of the Centre and his
or her heirs, executors and administrators, and estates and effects,
respectively, may, with the consent of the Centre, given at any meeting
of the Members, from time to time and at all times, be indemnified and
saved harmless out of the funds of the Centre, from and against:
- all costs, charges and expenses whatsoever that he, she or it
sustains or incurs in or about any action, suit or proceeding that
is brought, or commenced or prosecuted against him, her or it for
or in respect of any act, deed, matter, or thing whatsoever, made,
done or permitted by him, her or it in or about the execution of
the duties of his, her or its office; and
- all other costs, charges and expenses that he, she or it sustains
or incurs in or about or in relation to the affairs thereof, except
such costs, charges or expenses as are occasioned by his, her or
its own wilful neglect or default.
- The indemnity provided for in the preceding paragraph:
- shall not apply to any liability which a Trustee or officer of
the Centre may sustain or incur as the result of any act or omission
as a Member of the Medical Staff of the Centre;
- shall be applicable only if the Trustee or officer of the Centre
acted honestly and in good faith with a view to the best interests
of the Centre; and
- in the case of criminal or administrative action or proceeding
that is enforceable by a monetary penalty, had reasonable grounds
for believing that his or her conduct was lawful.
3.18 Committees of the Board
At the first meeting of the Board following the annual meeting of the
Centre, the Board shall:
- Establish the following Standing Committees:
- the Executive Committee;
- the Audit and Finance Committee;
- the Governance Committee;
- the Quality Assurance and Patient Care Committee; and
- such other Standing Committees as the Board may from time to time
deem necessary for the operation of the Centre.
- The Board shall establish such further and other committees as may
be necessary to comply with the requirements of the Public Hospitals
Act (Ontario) and the Hospital Management Regulation, as amended
from time to time.
- Subject to the provisions of this By-law, the Board shall appoint
annually the chairs of the Standing Committees of the Board, and shall
appoint the members of the Standing Committees of the Board, which shall
include, except as may be otherwise provided in this By-law, at least
two (2) Trustees. Ex-officio Trustees shall not be eligible to
stand for election as chairs of Standing Committees of the Board.
- The Board may appoint additional members who are not Trustee to all
Committees of the Board except the Executive Committee and the Audit
and Finance Committee.
3.19 Special and Advisory Committees of the Board
- The Board may at any meeting, appoint any Special Committee and name
the chair of the Special Committee.
- The Board shall prescribe terms of reference for any Special Committee.
- The Board may, by resolution, dissolve any Special Committee at any
time.
- The Board shall establish such Advisory Committees as the Board may,
from time to time, deem necessary for the operation of the Centre.
- Advisory Committees shall provide on-going advice to the Board. The
chairs of Advisory Committees shall be appointed by the Board but need
not be members of the Board or Members of the Centre and, where practical,
at least one Trustee should be appointed to each advisory committee.
3.20 Procedures for Board Committee Meetings
- Board Committee meetings shall be held at the call of the Chair, the
chair of the Board Committee or at the request of any two members of
the Board Committee.
- Minutes shall be kept for all Board Committee meetings.
- Guests may attend Board Committee meetings at the invitation of the
chair.
- Business arising at any Board Committee meeting shall be decided as
in Section 3.12(5).
- Any motion is lost if there is an equality of votes.
3.21 Quorum
- A quorum for any Board Committee meeting shall be a majority of the
members of the Board Committee entitled to vote.
3.22 Executive Committee
- The Board, whenever it consists of more than six (6) Members, may
from time to time elect from among its members an Executive Committee
consisting of such number of members, not less than three (3), as the
Board may, by resolution, determine. The Executive Committee, will preferably,
although not necessarily, be comprised of the Chair, the Vice Chair,
and the President, as well as at least three (3) additional Trustees.
- The Executive Committee shall exercise such powers as may from time
to time, be given to it by resolution of the Board.
3.23 Audit and Finance Committee
- All of the members of the Audit and Finance Committee shall be elected
Trustees.
- The Audit and Finance Committee shall:
- study and recommend to the Board for approval a detailed annual
budget for capital and operating revenues and expenditures for the
ensuing fiscal year.
- study the detailed financial statements on a timely basis and
report thereon to the Board .
- receive at any one of its meetings any written report and recommendation
of the Auditor;
- meet with the Auditor to review the annual audited financial statements
and the auditorÌs report to each Annual Meeting of the Centre
- inform and advise the Board on risk management and financial matters
as requested; and
- perform such other duties as may be requested by the Board.
3.24 Governance Committee
- The Governance Committee shall:
- nominate persons for election to the Board to fill any elected
vacancies on the Board, and
- nominate Trustees for consideration by the Board for election
or appointment as officers of the Centre.
- In selecting persons as nominees for election to the Board, the Governance
Committee shall:
- be bound by the Policy Guidelines for the Selection of Trustees,
attached hereto as Schedule AB, as amended by the Board from time
to time;
- endeavour to provide for broad community representation after
considering the list of elected and ex-officio Trustees;
- consider the names of all persons submitted as nominees in accordance
with this By-law; and
- consider the potential contribution of any person nominated in
relation to the function of the Centre.
- In selecting Trustees for nomination for election or appointment as
officers of the Centre, the Governance Committee shall review participation
and attendance at previous Board and Committee meetings.
- The Governance Committee shall oversee the education and orientation
of the Trustees.
- The Governance Committee shall establish and implement procedures
for the annual review of the overall performance of members of the Board
in relation to the vision, mission and core values of the Centre.
3.25 Quality Assurance and Patient Care Committee
The Quality Assurance and Patient Care Committee shall:
- monitor reports and provide advice to the Board on matters related
to planning, programming and policies that affect users of the CentreÌs
services;
- consider and recommend definitions, policies, standards, process and
outcome benchmarks, or other means by which the overall performance
of the Centre and its programs can be measured;
- review reports and consider recommendations from management and relevant
Centre committees regarding the quality of patient/client care, patient/client
safety, education and research programs and services and the results
of other quality evaluation activities carried out by the Centre, including
changes that may be required as a result of government policy;
- recommend Board policies for clinical risk management, monitor the
processes used to identify and control Centre liability and review relevant
reports;
- review and recommend for approval Board policies as required relating
to the ethical dimensions of the CentreÌs health care, teaching and
research activities;
- monitor the CentreÌs processes directed at ensuring that client care
programs and services and the various quality improvement and quality
control activities of the Centre are in compliance with internal and
external accreditation; and
- assess on a regular basis the CentreÌs total quality management related
activities and results and report to the Board.
3.26 Telephone Participation
- If all the Trustees present at or participating in the meeting consent,
a meeting of Trustees may be held by means of such telephone, electronic
or communication facilities as permit all persons participating in the
meeting to communicate with each other simultaneously and instantaneously,
and a Trustee participating in such meeting by such means is deemed
to be present for all purposes.
3.27 Resolutions in Writing
- Subject to the CorporationÌs Act (Ontario), a resolution in
writing, signed by all the Trustees entitled to vote on that resolution
at a meeting of Trustees or committee of Trustees, is as valid as if
it had been passed at a meeting of Trustees or committee of Trustees
called, constituted and held for that purpose.
SECTION 4 OFFICERS
4.1 Officers.
- The officers of the Centre shall consist of the following:
- Chair;
- Vice Chair;
- Treasurer;
- President; and
- Secretary.
- The offices of President and Secretary may be combined in one person.
- The term of the Chair shall be for one (1) year and may be renewed
annually, provided that no Trustee shall hold the office of Chair for
more than three (3) consecutive years.
- The term of the Vice Chair shall be for one (1) year and may be renewed
annually, provided that no Trustee shall hold the office of Vice Chair
for more than (3) consecutive years.
- Ex-officio Trustees are ineligible to hold the offices of Chair,
Vice Chair or Treasurer.
- The Officers of the Centre shall be responsible for the duties set
forth in these By-laws, but they may delegate to others the performance
of any or all such duties.
- Any Officer of the Centre shall cease to hold office upon resolution
of the Board.
4.2 Duties of the Chair.
The Chair shall:
- preside at all meetings of the Board and Executive Committee;
- provide general leadership to the Board;
- report to each Annual Meeting of the Centre concerning the management
and operations of the Centre;
- perform such other duties as may, from time to time, be determined
by the Board; and
- serve as an ex officio voting member of all Standing and other
Committees as may be established from time to time, including Special
and Advisory Committees.
4.3 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 shall perform
any other duties assigned by the Chair or the Board.
4.4 President and Chief Executive Officer.
- The President shall be appointed by the Board in accordance with its
approved selection process, and shall be the Chief Executive Officer
of the Centre.
- The Board may at any time revoke or suspend the appointment of the
Chief Executive Officer.
4.5 Duties of the President and Chief Executive Officer.
- The President and Chief Executive Officer shall perform such duties
as are set out in a position description approved and/or amended by
the Board and which may include all or any of the duties of the President
and Chief Executive Officer set out in Schedule AC, attached to these
By-laws.
4.6 Duties of the Treasurer
The Treasurer shall:
- be the custodian of the books of account and accounting records of
the Centre required to be kept by the provisions of the Centres Act
or otherwise by law;
- submit a financial report at each regular meeting of the Board indicating
the financial position of the Centre;
- submit an annual audited financial report to the Board and the Centre
of the financial operations of the Centre; and
- perform such other duties as may from time to time be determined by
the Board.
4.7 Duties of the Secretary
- The secretary shall perform such duties as may, from time to time,
be determined by the Board and which may include all or any of the duties
of the Secretary set out in Schedule AC, attached to these By-Laws.
SECTION 5 ADMINISTRATIVE MATTERS
5.1 Retention of Written Statements
- The Chief Executive Officer shall cause to be retained for at least
twenty-five (25) years all written statements required pursuant to the
Regulations under the Public Hospitals Act (Ontario) to be made
in respect of the destruction of medical records, notes, charts and
other material relating to patient care and photographs thereof.
5.2 Bonding - Fidelity Insurance
- Trustees, officers and employees as the Board may designate shall
secure from a guarantee company a bond of fidelity in an amount approved
by the Board.
- The requirements of subsection 5.2(1) 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.
- The Centre shall pay the expenses of any fidelity bond or policy secured
under this section.
5.3 Signing Officers
- Any officer of the Board shall sign on behalf of the Centre 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.
- The Board shall have power from time to time by resolution to appoint
any other person or persons on behalf of the Centre either to sign contracts,
documents or instruments in writing generally or to sign specific contracts,
documents or instruments in writing.
5.4 Seal
- The seal of the Centre shall be in the form impressed hereon.
5.5 Banking and Borrowing
- The Centre, with Board approval, may from time to time:
- borrow money on the credit of the Centre;
- subject to any provision in the Public Hospitals Act, issue,
sell or pledge securities of the Centre;
- subject to any provision in the Public Hospitals Act, charge,
mortgage, hypothecate or pledge all or any of the real or personal
property of the Centre, including book debts and rights, powers,
franchises and undertakings, to secure any securities or any money
borrowed, or other debt, or any other obligation or liability of
the Centre; and
- authorize any Trustee, officer or employee of the Centre to make
arrangements with reference to the monies borrowed or to be borrowed
as aforesaid, and as to the terms and conditions of the loan thereof,
and as to the securities to be given therefor, with power to vary
or modify such arrangements, terms and conditions and to give such
additional securities for any monies borrowed or remaining due by
the Centre as the Trustees may authorize, and generally to manage,
transact and settle the borrowing of money by the Centre.
- Any officer of the Centre or any employee as may from time to time
be designated by the Board, is hereby authorized or may be authorized
on behalf of the Centre:
- to negotiate with, deposit with, endorse, or transfer to a Chartered
bank or trust company, but only for the credit of the Centre, all
or any bills of exchange, promissory notes, cheques or orders for
the payment of money and other negotiable paper;
- from time to time to arrange, settle, balance and certify all
books and accounts between the Centre and the CentreÌs bank or trust
company;
- to receive all paid cheques and vouchers; and
- to sign the bankÌs or trust companyÌs form of settlement of balances
and release.
5.6 Investments
- The Board may invest and re-invest funds of the Centre in such manner
as determined by the Board, and shall not be limited to investments
authorized by law for trustees under the Trustee Act of the Province
of Ontario, provided such investments are reasonable, prudent and sagacious
in the circumstances and do not constitute, either directly or indirectly,
a conflict of interest.
5.7 Endowment Benefits
- No benefit given in trust to or to the use of the Centre for endowment
purposes shall be hypothecated, transferred or assigned to obtain credit
or to receive funds except as allowed by Section 5.6.
5.8 Auditor
- The Members of the Centre shall, at the Annual Meeting of the Centre,
appoint an Auditor who shall not be a member of the Board or an officer
or employee of the Centre or a partner or employee of any such person,
and who is duly licensed under the Public Accountancy Act, to
hold office until the next Annual Meeting of the Centre.
- The Auditor shall have all the rights and privileges as set out in
the CorporationÌs Act (Ontario) and shall perform the audit function
as prescribed therein.
- In addition to making the report at the Annual Meeting of the Centre,
the Auditor shall, from time to time, report through the Audit and Finance
Committee to the Board on the audit work with any necessary recommendations.
SECTION 6 PARTICIPATION OF NURSES
6.1 Participation of Nurses on Committees
A staff Nurse elected in accordance with this By-law or a Nurse who is
a manager appointed in accordance with this By-law shall be a member,
with full-voting privileges, of those committees approved by the Board
to have Nurse representation that deal with one or more of the following:
- nurses clinical practice;
- utilization review;
- quality assurance;
- risk management;
- planning process; and
- any other matter as the Board may deem advisable.
6.2 Election of Staff Nurses
- There shall be an annual meeting of the staff Nurses.
- A nominating committee shall be elected by staff Nurses at each annual
meeting of the staff nurses and shall consist of three (3) staff Nurses.
- The nominating committee shall, at least thirty (30) days before the
annual meeting of the staff nurses, post in the Staff Lounge a list
of the names of those staff Nurses who are nominated to the various
Board committees that require nursing participation.
- The nominating committee shall call for any further nominations to
be made in writing to the chair of the nominating committee within fifteen
(15) days after the posting of the names referred to in subsection (3)
and these further nominations shall be:
- signed by two (2) staff Nurses.
- posted alongside the list referred to in subsection (3).
- All nominees shall have signified in writing on the nomination form,
acceptance of the nomination.
- Elections of staff Nurses to the various committees in the Centre
that require nursing participation shall be conducted at each annual
meeting of the staff Nurses.
6.3 Failure to Elect a Staff Nurse and Vacancies
- Where the election process for staff Nurses has been carried out and
no staff Nurse is elected, then the Board may appoint a staff Nurse
to be a member of such committee.
- Where a duly elected staff Nurse resigns his or her seat on a committee,
or is unable to complete his or her term for any reason, then the Board
may appoint the staff Nurse with the next highest number of votes, or
appoint a staff Nurse to complete the term.
SECTION 7 AMENDMENTS TO BY-LAWS AND INTERPRETATION
7.1 Amendments to By-Laws
- The Board may pass, repeal, amend or re-enact the By-Laws of the Centre
from time to time.
PASSED AND RE-ENACTED as amended by the Board of Trustees on the 17th
day of May, 2001
CONFIRMED by the Members of the Centre the 14th day of June, 2001
WITNESS the Corporate Seal of the Centre.
Secretary Chair of the Board
SCHEDULE A
PRINCIPLES OF GOVERNANCE
A.1 Principles of Governance. The Board of Trustees shall:
- provide strategic leadership to the Centre in establishing its vision,
mission and core values and defining policies that reflect them, and
shall ensure that management and the organization as a whole pursues
these policies;
- have ultimate responsibility for the affairs of the Centre;
- be responsible to the community at large for overseeing the affairs
of the Centre, while remaining accountable to the Centre;
- work to ensure that the Centre has sufficient resources to fulfil
its mandate and that these resources are used efficiently and effectively;
- ensure that its selection guidelines for the selection of Trustees
reflect the community and require a wide range of skills, interests
and perspectives including:
- a provincial perspective;
- direct experience in the addictions/mental health area;
- experience from other boards;
- community involvement; and
- perspective of consumers and families;
- establish a culture of open debate, forthright examination and respect
for all, and shall engage in practices that are effective, efficient,
ethical and self-critical; and
- ensure that the community and staff are actively consulted and involved
on an ongoing basis in shaping the values, policies, programs and services
of the organization, including clear avenues for access to the Board
of Trustees.
A.2 Responsibilities of the Board.
- In addition to the duties set out in section 7.1(1), the Board shall
govern and manage the affairs of the Centre and, without limiting the
generality of the foregoing, shall:
- provide strategic leadership in defining the mission, vision and core
values of the Centre. It will adopt policies to ensure the effective
management of the CentreÌs human and financial resources and oversee
managementÌs adherence to these policies;
- be accountable for the conscientious and effective governance of the
Centre;
- ensure that the process of trustee recruitment results in Trustees
who are knowledgeable, skilled, committed, and representative of the
stakeholders;
- define and maintain the CentreÌs ethical principles and values, especially
those pertaining to preventing and dealing with all forms of harassment
and abuse;
- ensure an environment within the Board which encourages open and
frank discussion and respect for the expression of different viewpoints;
- ensure effective collaboration among family members, consumers, staff,
management, community, university and other stakeholders, and the Board
in the development of the CentreÌs vision, mission, and core values
statement, and other policy initiatives and their planning frameworks;
- govern according to the CentreÌs by-laws and all relevant laws, rules
and regulations to which the Centre is subject, and shall ensure that
the CentreÌs status as an accredited hospital is maintained;
- ensure that the policies of the Centre are reflected in its day-to-day
activities and operations;
- oversee the development of effective evaluative mechanisms that will
ensure the highest quality of care, education and research;
- hire a competent and well qualified Chief Executive Officer, set and
approve his/her compensation, and ensure the evaluation of the performance
of the Chief Executive Officer annually;
- appoint a competent and well qualified Physician in Chief and ensure
the evaluation of his/her performance annually;
- be committed to an effective Board orientation program and to the
continuing education of its members regarding the Centre and the mental
health and addictions/substance abuse fields;
- evaluate its own performance in relation to its responsibilities and
periodically review and revise governance policies, processes and structures
as appropriate;
- be committed to both the provincial and regional roles of the Centre;
- ensure the provision of French language services and strive to provide
services in the languages of the CentreÌs clients;
- represent and promote the interests of the Centre in its external
involvements and/or partnerships with government, other agencies, and
the community;
- promote and support the activities of the Foundation;
- focus its energy on matters of policy and risk, rather than day-to-day
operations; and
- maintain a clear distinction between the Board and management roles.
A.3 Responsibilities of Individual Trustees
In contributing to the achievement of the responsibilities of the Board
as a whole, each Trustee must:
- act honestly, in good faith, and in the best interests of the Centre
but recognize that the Centre is to be operated in the public interest;
- be committed to working for the interests of the Centre as a whole;
- respect Board decisions once these have been reached;
- observe Board policies with respect to the conduct of individual Trustees;
- abide by the Board's conflict-of-interest policy;
- serve on at least one standing committee;
- complete the necessary background preparation in order to participate
effectively in meetings of the Board and its committees;
- recognize that, while the Trustee may have been proposed as a Trustee
because of an affiliation with or interest in a particular constituency
or stakeholder group, the TrusteeÌs obligations, once elected, are to
the Centre;
- keep informed about matters relating to the Centre, the communities
it serves and the broader mental health and addictions/substance abuse
systems through participation in initial orientation as a new Trustee
and in on-going Board education;
- participate in an annual evaluation of overall Board effectiveness;
and
- periodically represent the Board in external activities such as liaison
with consumers and families and other organizations at both the local
and provincial levels.
SCHEDULE B
GUIDELINES FOR THE SELECTION OF TRUSTEES
B.1 Principles Respecting Balance within the Board of Trustees
To ensure that the membership of the Board reflects the breadth, depth
and diversity of the community it serves, the following principles, qualities
and skills will guide the Governance Committee when considering candidates
for Board membership:
- the Board of Trustees as a whole should be seen by the community it
serves, the government, and the broader community as capable, experienced
and well able to lead the centre.
- The Founding Parties will each have an equal number of positions on
the First Board of the Centre.
- The First Board will include Trustees who are not members of the boards
of the Founding Parties.
- The membership of the Board of Trustees should be selected so as to
encompass both generic qualities in all Trustees and the range of skills
and expertise which the Board requires to meet its responsibilities.
- In addition to these generic attributes and skills, at least 30% of
the elected members of the Board of Trustees will bring the experience
and perspective of consumers/family members and will be selected so
as to ensure a minimum of one consumer and one family member.
- Some of the elected Trustees must bring the experience and perspectives
of regions outside the Greater Toronto Area.
- Board membership must have regard for the cultural, gender, ethnic,
linguistic and religious characteristics of the communities served.
B.2 Generic Qualities of All Trustees
- An understanding of the distinction between the strategic and policy
role of the Board and the day-to-day operational responsibilities of
management.
- The capability of giving leadership to the development of a new organization.
- Commitment to the vision, mission and core values of the Centre.
- Ability to work as a member of a team.
- Respect for the views of others;
- A recognition of the time commitment and willingness to devote the
time and energy necessary to perform the role of Trustee.
- Enthusiasm and capacity for resolving challenging issues.
- An understanding of the range of obligations and constraints imposed
upon trustees of centres.
- An understanding of the unique cultural and support requirements of
individuals and special communities.
B.3 Scope of Expertise and Perspectives to Be Reflected Within the
Board of Trustees
- Beyond the generic qualities to be demonstrated by all Trustees, the
range of expertise and perspectives which should ideally be reflected
among the elected members of the Board, include:
- prior experience in governance as a board member;
- strategic planning experience;
- experience in the management and restructuring of complex organizations;
- understanding of mental health needs, issues, and trends;
- understanding of substance abuse needs, issues, and trends;
- understanding of the diverse needs of different regions of the province;
- previous experience in the health field, particularly in health research;
- demonstrated leadership on behalf of the needs of consumers and families;
- direct experience as a consumer and/or family member who has received
services associated with substance abuse and mental health;
- an understanding of long-term care developments, independent living
issues, rehabilitation intervention and trends;
- managerial knowledge;
- understanding of fiscal, financial and legal matters;
- human resource management, including experience with organized labour;
- communications and information technology;
- marketing expertise;
- government and public relations; and
- teaching and research experience.
SCHEDULE C
DUTIES OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
- The President and Chief Executive Officer shall be required to perform
such duties as are set out in a position description approved and/or
amended by the Board from time to time. These duties may, without limitation,
include the following:
- be responsible to the Board for the organization and management
of the Centre in accordance with policies established by the Board
and subject to direction of the Board;
- ensure appropriate systems and structures are in place for the
effective management and control of the Centre and its resources
including the employment, development, control, direction and discharge
of all employees of the Centre;
- ensure structures and systems for the development, review and
recommendation of new programs, program expansion or changes;
- ensure effective human resources planning and identify resource
implications;
- establish an organizational structure to ensure accountability
of all departments and staff for fulfilling the mission, objectives
and strategic plan of the Centre;
- provide leadership in support of the BoardÌs responsibility to
develop and periodically review the mission, objectives and strategic
plan of the Centre;
- develop, recommend and foster the values, culture and philosophy
of the Centre;
- communicate with related health care agencies to promote co-ordination
and/or planning of local health care services;
- represent the Centre externally to the community, government,
media and other organizations and agencies;
- be responsible for the payment by the Centre of all salaries and
amounts due from and owing by the Centre 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;
- notify the Physician in Chief, the Chief of Department and the
Board, if necessary, of:
- any failure of any member of the Medical Staff to act in accordance
with statute law or regulations thereunder, or the CentreÌs
By-laws and rules,
- any belief that a member of the Medical Staff is unable to
perform the personÌs professional duties with respect to a patient
in the Centre,
- 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 member of the Medical Staff,
- any other matter about which they should have knowledge;
- be responsible to the Board for taking such action as considered
necessary to ensure compliance with the CorporationÌs Act, the
Public Hospitals Act and the Regulations thereunder, the By-laws
of the Centre and all other relevant statutory and regulatory requirements;
- attend meetings of the MAC and to speak, with the right to vote;
and
- be an ex-officio voting member of the Board and report
to the Board on any matters about which it should have knowledge
and, subject to this By-law, be an ex-officio voting member
of Board Committees.
DUTIES OF THE SECRETARY
- The Secretary of the Centre shall perform such duties as may, from
time to time, be determined by the Board, which may, without limitation,
include the following:
- keep or cause to be kept minutes of all Board and Board Committee
meetings and circulate the minutes to all members of the Board or
Committee, as the case may be;
- attend to correspondence of the Board;
- prepare all reports required under any Act or Regulation of the
Province of Ontario;
- be the custodian of all minute books, documents and registers
of the Centre required to be kept by the provisions of the CorporationÌs
Act and all minutes, documents and records of the Board;
- keep copies of all testamentary documents and trust instruments
by which benefits are given to the use of the Centre;
- be the custodian of the seal of the Centre;
- give or cause to be given such notice as required by this By-law
or by law of all meetings of the Centre, the Board and its Committees;
and
- perform such other duties as directed from time to time by the
Board.
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