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Nova Scotia Health Authority Corporate Bylaws

made under Section 20 of the

Health Authorities Act

S.N.S. 2014, c. 32

N.S. Reg. 29/2017 (February 28, 2017, effective March 10, 2017)

 

1.    Definitions

 

       1.1     In these bylaws

 

                  1.1.1    Act means the Health Authorities Act;

 

                  1.1.2    ancillary organization means any volunteer group that has been established to further the objects of the Board and includes foundations and auxiliaries;

 

                  1.1.3    Board means the Board of Directors of the NSHA;

 

                  1.1.4    NSHA means the Nova Scotia District Health Authority, a not-for-profit health authority established pursuant to the Act;

 

                  1.1.5    CEO means for the first CEO, the person appointed by the Minister of the Nova Scotia Department of Health & [and] Wellness and thereafter means the person hired by the Board to be the President & [and] Chief Executive Officer and responsible for the administration and management of the NSHA;

 

                  1.1.6    community health board means a community health board established or continued pursuant to the Act;

 

                  1.1.7    director means a member of the Board and, for greater certainty, includes a non-voting member of the board ;

 

                  1.1.8    ex officio means membership by virtue of the office and does not include all rights, responsibilities, and power to vote unless otherwise indicated and specifically refers to those persons appointed to membership on the Board pursuant to section [clause] 52(1)(b) of the Act.

 

                  1.1.9    health service means those services as defined by the Act to be within the authority of and operated under the governance of the Board;

 

                  1.1.10  medical staff means the medical staff as that term is defined in the NSHA’s Medical Staff By-laws (the By-laws) as approved by the Minister of Health & [and] Wellness for the Province of Nova Scotia and specifically means those persons who have been granted medical staff privileges by the Board and pursuant to the By-laws.

 

2.    Board powers

 

       2.1     The Board has the authority and powers granted to it by the Act. The Board shall determine the policies and procedures of the NSHA, including any delegation of its powers in relation to policies and procedures, and shall assume responsibility for guiding the affairs of the NSHA.

 

3.    Directors

 

       3.1     Directors of the Board shall be appointed in accordance with the Act.

 

       3.2     The Board shall maintain a skills matrix outlining the skills required for the Board or beneficial to the functioning of the Board in fulfilling its mandate and shall, on request of the Minister or on the occasion of a vacancy or scheduled replacement of Board members, provide the skills matrix and a list of then required skills to the Minister. The Board may provide recommendations as to potential Board appointees to the Minister and may provide assistance to the Minister in attracting suitable candidates to apply for membership on the Board.

 

4.    Standard of conduct of directors & [and] conflict of interest & [and] confidentiality

 

       4.1     All directors shall perform their duties in accordance with Board of Directors policies numbers NSHA-AD-BOD-001 and NSHA-AD-BOD-005, entitled respectively Conflicts of Interests and Board of Directors Code of Conduct and Confidentiality as approved by the Board.

 

       4.2     Any contract or decision entered into in violation of this section shall, at the option of the Board, be null and void and any contravention of the obligations contained in Policies NSHA-AD-BOD-001 and NSHA-AD-BOD-005 by a director may result in that director being removed from the Board upon a resolution passed by the Board.

 

5.    Responsibility for health care and service

 

       5.1     The Board shall be responsible for

 

                  5.1.1    providing governance oversight in relation to the NSHA’s obligations under the Act, including but not limited to those responsibilities and obligations outlined in [sub]section 19(1) of the Act;

 

                  5.1.2    establishing, on recommendation of the CEO, and monitoring the overall strategic direction of the NSHA including the NSHA health services business plan;

 

                  5.1.3    providing governance oversight in relation to the NSHA’s responsibilities relating to maintaining and improving the health status of the residents of Nova Scotia, served by the NSHA, through provision of quality care and effective services; and

 

                  5.1.4    establishing and maintaining a relationship with community health boards pursuant to the provisions of the Act;

 

                  5.1.5    pursuant to the By-laws and the Act, making all appointments and re-appointments to the Medical Staff and imposing conditions on appointments or reappointments as may be required; and

 

                  5.1.6    with the exception of the first CEO where the decision to appoint/hire is made by the Minister, hiring, evaluating, delegating to and as applicable discharging the first and any subsequent CEO and, subject to the laws of the Province of Nova Scotia and the contract retaining the CEO, provide for the compensation of the CEO.

 

       5.2     The Board, through the CEO, shall be responsible for ensuring the appointment of competent and motivated personnel required to fulfill the NSHA’s mandate under the Act.

 

       5.3     The Board in discharging the responsibilities as defined in subsections 5.1 and 5.2 shall

 

                  5.3.1    provide governance oversight to ensure that the quality of care and service provided to and the safety of patients and other recipients of services are a prime concern;

 

                  5.3.2    provide governance oversight to ensure the ongoing evaluation of programs and services in the NSHA in terms of their effectiveness and efficiency;

 

                  5.3.3    provide governance oversight in relation to ethical issues impacting the operations of the NSHA and matters affecting the health and safety of the NSHA’s employees, medical staff, learners, volunteers and others providing services to the NSHA; and

 

                  5.3.4    may request recommendations from the CEO, or any other competent authority within or outside the NSHA.

 

       5.4     The Board shall provide oversight in relation to programs to support the educational and research mandate of the NSHA and the NSHA’s commitment to innovations which serve to enhance the NSHA and the Board’s achievement of its mandate and goals, including but not limited to

 

                  5.4.1    establishing affiliation agreements;

 

                  5.4.2    providing governance oversight and decision-making which ensure that the NSHA’s objects and goals in relation to innovation, research and learning are achieved; and

 

                  5.4.3    establishing policies for integrity of research and for the use and ownership of educational and research work.

 

       5.5     The Board shall, through the CEO, maintain procedures for

 

                  5.5.1    the establishment and maintenance of appropriate standards for care and service including but not limited to those provided by Accreditation Canada;

 

                  5.5.2    the continuing evaluation of professional practice and medical staff functions;

 

                  5.5.3    gaining compliance with predetermined standards and criteria when processes of evaluation indicate that they are not being met.

 

       5.6     No delegation shall preclude the Board from exercising its authority to meet its responsibilities as set forth in these bylaws and any delegation of authority may be revoked at any time.

 

       5.7     The Board shall determine those decisions and matters which may be delegated to the CEO and through the CEO to other NSHA leaders and shall communicate such delegation decisions through minuted resolutions, in the contract retaining the CEO or through the Board’s delegation framework which is then reviewed at least once in every two year period by the Board.

 

       5.8     Perform all acts and functions not inconsistent with these bylaws or with the Act. [sic]

 

6.    Indemnification

 

       6.1     Every director or officer of the NSHA, and the heirs, executors and administrators, estates and effects of such person are, at all times, indemnified and saved harmless out of the funds of NSHA, from and against

 

                  6.1.1    all costs, charges and expenses whatsoever that such person sustains or incurs in or about any action, suit or proceeding that is brought, commenced for [or] prosecuted against such person, for or in respect of any act, deed, matter or hiring whatsoever made, done or permitted by such person, in or about the execution of the duties of the office of such person; and

 

                  6.1.2    all costs, charges and expenses that such person sustains or incurs in or about or in relation to the affairs therefore [therefor] except such costs, charges, or expenses as are occasioned by the willful neglect or illegal activities of such person.

 

       6.2     Where the NSHA defends a director, the NSHA will be in control of the case.

 

7.    Officers

 

       7.1     Chair

 

                  7.1.1    The Chair of the Board shall be appointed by the Minister pursuant to the Act and shall:

 

                              7.1.1.1  preside at all meetings;

 

                              7.1.1.2  report to each annual meeting of the Board concerning the operations of the NSHA and at such other times as the Chair deems fit or is requested by the Board;

 

                              7.1.1.3  sit as an ex officio voting member of all committees of the Board;

 

                              7.1.1.4  provide such other roles as may be outlined in Board policies or bylaws from time to time including but not limited to policies which provide for mechanisms for reviewing and managing the performance of Directors in fulfilling their obligations to the Board and the NSHA; and

 

                              7.1.1.5  perform such other duties as may from time to time be determined by the Board.

 

       7.2     Vice Chair

 

                  7.2.1    The Vice Chair shall be elected or re-elected annually by the Board from among the voting members of the Board and shall have all the powers and perform all the duties of the Chair in the absence or disability of the Chair, together with such other duties as may from time to time be assigned by the Board.

 

       7.3     Secretary

 

                  7.3.1    The CEO shall, unless the Board decides by resolution to the contrary, be appointed as Secretary of the Board.

 

                  7.3.2    The Secretary shall be responsible for

 

                              7.3.2.1  ensuring that minutes of all Board meetings, including but not necessarily limited to attendance at and decisions reached, are recorded, maintained and circulated to all members of the Board;

 

                              7.3.2.2  all correspondence to, or from, the Board;

 

                              7.3.2.3  the custody of all minutes, records, and documents of the Board;

 

                              7.3.2.4  the seal of the NSHA;

 

                              7.3.2.5  such notice as is required in these bylaws of all meetings of the Board and committees; and

 

                              7.3.2.6  all attendance records of those attending the meeting of the Board.

 

       7.4     Treasurer

 

                  7.4.1    The Treasurer shall be elected by the Board from among the voting members of the Board and shall

 

                              7.4.1.1  act as the Chair of the Finance and Risk Committee; and

 

                              7.4.1.2  perform such other duties as may from time to time be determined by the Board.

 

8.    CEO

 

       8.1     The Board shall retain a CEO who shall

 

                  8.1.1    be accountable for the overall management of all aspects of the NSHA’s operation, in accordance with the policies established by the Board under the terms of the Act;

 

                  8.1.2    assist the Board in establishing and monitoring the overall strategic direction of the NSHA, including leading the development and implementation of the NSHA’s Business Plan and other objects and goals of the NSHA as established by the Board from time to time in the NSHA’s strategic plan;

 

                  8.1.3    assist the Board in development of the NSHA’s health services plan and lead the implementation of that plan;

 

                  8.1.4    ensure all NSHA staff and medical staff comply with the bylaws and policies of the Board;

 

                  8.1.5    ensure the effective and efficient use of financial, human, and physical resources in the NSHA’s day-to day operations;

 

                  8.1.6    establish and maintain an overall communications plan for the NSHA, its services, staff, patients, service recipients, and the public;

 

                  8.1.7    maintain relationships with the Department of Health & [and] Wellness, health associations, applicable municipal and federal bodies, ancillary organizations of the NSHA and community health boards;

 

                  8.1.8    normally, at the discretion of the CEO, attend all meetings of the Board and of its committees, and may attend any meeting of an ancillary organization, community health board or an organization which is funded either in whole or in part by the NSHA;

 

                  8.1.9    hire, discharge, manage, and direct all employees of the NSHA, including the senior staff;

 

                  8.1.10  be responsible for all business activities of the NSHA;

 

                  8.1.11  ensure that processes are in place for the clinical supervision of care/services in any health care facility or service operated by the NSHA, and in carrying out this responsibility, the CEO shall have the power to delegate this responsibility to staff, in accordance with policies or delegation framework established by the Board; and

 

                  8.1.12  carry out such other duties as assigned by the Board from time to time.

 

                  8.1.13  The Board may from time to time appoint a person to act in the place of the CEO as it sees fit. [sic]

 

9.    Meetings of the Board

 

       9.1     Regular meetings

 

                  9.1.1    Regular meetings of the Board shall be held at least six (6) times per a year and otherwise on the call of the Chair as may be required to meet the operational needs of the NSHA including but not limited to the time sensitive requirement to appoint members of the medical staff. Such meetings will be held at a time and place as determined by the Board and, with the exception of the annual general meeting, shall not be open to the public.

 

                  9.1.2    At the discretion of the Board, attendance of directors at meetings of the Board or any committee of the Board may occur by means of teleconferencing, video-conferencing or other electronic medium which, in the discretion of the Board, appropriately provides forinput from and interaction between directors attending such meeting. Directors attending the Board or committee meetings by tele- or video-conferencing or other such electronic medium shall be deemed to be present at the Board or committee meeting for all purposes under these bylaws.

 

                  9.1.3    Notice of regular meetings of the Board shall be given, in writing, not less than forty-eight hours prior to the meeting. Such writing may be provided through electronic means, for example through e-mail.

 

                  9.1.4    The Chair shall determine the order of business to be followed and otherwise regulate the meetings.

 

       9.2     In camera meetings

 

                  9.2.1    The meetings of the Board of Directors of the NSHA are attended by directors and persons invited by the Board to attend a meeting or a part thereof, however, as a matter of general practice, the Board of Directors will

 

                              9.2.1.1  convene an in camera meeting before each normal meeting of the Board, with the CEO in attendance, for purposes of receiving an executive briefing meeting (the executive briefing meeting); and

 

                              9.2.1.2  Convene an in camera [meeting] at the conclusion of most regular meetings.

 

                  9.2.2    With the exception of the CEO’s attendance as outlined in section 9.2.1.1, all ex officio members of the Board, guests, any Directors who are employees of or hold medical staff privileges with the NSHA and the CEO will be excused from meetings of the Board held pursuant to sections 9.2.1.1 and 9.2.1.2.

 

                  9.2.3    Decisions reached during an in camera meeting of the Board of Directors will be recorded by a Board member selected by the Board Chair, and shall then be shared, without attribution, with any Board members absent from the meeting and with the CEO for information and possible action.

 

                  9.2.4    The record of decisions reached in camera meeting will be housed in the Office of the Board Development Officer, and at any time board members may request to view these minutes.

 

                  9.2.5    For clarity, in addition to in camera sessions at the end of each regular board meeting, the Board shall move in camera to consider any matter relating to the salary or conditions of employment of the CEO. In exceptional circumstances where the interests of the NSHA require it and on resolution of the Board passed by a majority of the Board, an in camera meeting of the Board may be held at any time and a regular meeting may move to in camera.

 

       9.3     Special meetings

 

                  9.3.1    Special meetings of the Board may be called by the Chair on his or her initiative or pursuant to section 9.3.2 by giving notice (in writing or by telephone) to all directors at least forty-eight hours in advance of the meeting, except where the Chair is of the opinion that a matter(s) is of an urgent nature and requires the immediate attention of the Board, notice may be given by telephone to all directors at least 8 hours in advance of the meeting.

 

                  9.3.2    The Secretary shall call a special meeting of the Board as per s. [section] 9.3.1 when the Chair has received notice in writing from at least four (4) of the directors requesting a special meeting.

 

                  9.3.3    Notice of a special meeting shall specify the purpose of the meeting. Business other than that for which the special meeting was called shall not be transacted.

 

                  9.3.4    Notwithstanding clause 9.3.3, where all directors are present at a special meeting and unanimously agree, business other than the special business included in the agenda for such meeting may be discussed and transacted.

 

                  9.3.5    If a quorum is not present for a special meeting, the meeting shall stand adjourned, and the Secretary shall notify all members of the new date, time, and place for this special meeting.

 

       9.4     Annual meetings

 

                  9.4.1    The annual meeting of the Board shall be public and shall be held each year within six months of the end of the fiscal year and at such date, time and place as the Board shall determine.

 

                  9.4.2    Business conducted at the annual meeting shall include

 

                              9.4.2.1  adoption of minutes of last annual meeting;

 

                              9.4.2.2  unfinished business from the prior annual general meeting;

 

                              9.4.2.3  receipt of reports;

 

                              9.4.2.4  election of officers;

 

                              9.4.2.5  appointment of chairs of Board committees;

 

                              9.4.2.6  appointment of members of Board committees;

 

                              9.4.2.7  appointment of auditors; and

 

                              9.4.2.8  adjournment.

 

10.  Procedure for Board and Board committee meetings

 

       10.1   A quorum for a Board meeting means a majority of the voting members appointed to the Board.

 

       10.2   A quorum for a committee meeting shall be a majority of the membership of the committee unless otherwise specified by the Board.

 

       10.3   The notice period for a committee meeting shall be seven days except where the Chair of the committee deems otherwise.

 

       10.4   No meeting of the Board or a Board committee shall be valid where notice has not been given according to the bylaws, except where all the persons not receiving such notice and in the form required by the bylaws waive the necessity of such notice.

 

       10.5   Questions arising at any meeting of the Board or Board committees shall be decided by a majority of votes.

 

       10.6   The Chair shall be entitled to vote and in the situation of equality of votes, the motion shall be considered defeated.

 

       10.7   All votes at any such meeting shall be taken by ballot if so demanded by any member present, but if no demand is made, the vote shall be taken by oral assent or dissent.

 

       10.8   Each member shall have only one vote and there shall be no voting by proxy.

 

       10.9   The Secretary shall be entitled to vote at the Board Governance & [and] Human Resources Committee meetings unless the Secretary is a non-Board member.

 

       10.10 Notwithstanding subsection 10.9, committee members who are not members of the Board shall be entitled to vote at Board committee meetings.

 

       10.11 Minutes shall be kept of all meetings of the Board and of all meetings of all Board committees. All such minutes of the Board and such committees shall be distributed to all members of the Board following such meetings.

 

       10.12 Any question of procedure at or for any meeting of the Board or Board committee which has not been provided for in these bylaws shall be determined by the Chair of the meeting in accordance with “Bourinot’s Rules of Order”.

 

11.  Committees of the Board

 

       11.1   The Board shall appoint such committees as it may deem necessary for the proper governance of the NSHA and shall set their terms of reference and appoint chairs of such committees and the members, including directors and non-directors.

 

       11.2   The members of a committee shall choose from among their membership another Director who shall fill the role of Vice Chair of the committee.

 

       11.3   Board committees shall have the authority to make recommendations to the Board for decision by the Board and shall have the authority to make independent decisions only if such authority is expressly delegated to the committee by the Board in the committees’ [committee’s] terms of reference or otherwise by resolution of the Board.

 

       11.4   [The] chair of a committee may designate the responsibility of secretary to a member of the committee who may not be a director.

 

       11.5   A committee secretary shall be responsible for

 

                  11.5.1  the minutes of all committee meetings and circulating the minutes to all committee members; and

 

                  11.5.2  all attendance records of those attending committee meetings.

 

       11.6   Standing committees

 

                  11.6.1  Standing committees shall include, but are not limited to

 

                              11.6.1.1Governance Committee,

 

                              11.6.1.2Human Resources Committee,

 

                              11.6.1.3Finance and Risk Committee,

 

                              11.6.1.4Audit Committee

 

                              11.6.1.5Quality Improvement & [and] Safety Committee.

 

12.  Ad hoc committees

 

       12.1   The Board may from time to time appoint such ad hoc committees as it may deem advisable, and the composition, duties, and tenure of such committees shall be solely at the discretion of the Board.

 

       12.2   Any ad hoc committee constituted hereunder shall be deemed to be dissolved when it has fulfilled its terms of reference and has reported to the Board

 

13.  Delegation

 

       13.1   Except as provided in these bylaws, in the contract retaining the CEO or as specifically authorized by Resolution of the Board of Directors or in the Board’s delegation framework, the powers and functions of the Board shall not be exercised through or delegated to any person or persons other than Officers of the Board, committees of the Board, the CEO and those persons appointed as senior staff of the NSHA.

 

14.  Banking

 

       14.1   All monies received by or on behalf of the NSHA shall be deposited or invested in such a manner as designated by the Board.

 

       14.2   Two of the following: the Chair, Treasurer, CEO, the Chief Financial Officer or such others as designated by the Board are hereby authorized for and in the name of the NSHA

 

                  14.2.1  to draw, accept, sign and make all or any bills of exchange, promissory notes, cheques and orders for payment of money;

 

                  14.2.2  to receive all monies and to give acquittance for the same;

 

                  14.2.3  subject to the approval of the Board and any restrictions pursuant to the Act, to borrow money from a bank or other lending institution, by incurring an overdraft or otherwise;

 

                  14.2.4  subject to the approval of the Board, to assign and transfer to the bank, trust company or other financial institution, all or any stocks, bonds or other securities;

 

                  14.2.5  to sign on behalf of the NSHA all contracts, agreements, conveyances, mortgages or other documents as may be required and as authorized by the Board; and

 

                  14.2.6  generally, for and in the name and on behalf of the NSHA, to transact with the bank, trust company or other financial institution, any business they may think fit.

 

15.  Crime insurance/bonding

 

       15.1   NSHA shall secure in respect of such directors, officers and employees of the NSHA as the Board may from time to time designate, without limitation, comprehensive crime insurance coverage on a commercial blanket basis for the limit of liability designated by the Board and in addition to this coverage, the Board may from time to time direct the CEO to obtain an alternative form of employee fidelity bond in respect to any such directors, officers and employees.

 

16.  Insurance

 

16.1The Board shall purchase and maintain such insurance for the benefit of its directors and staff as may be considered necessary and advisable.

 

17.  Auditors

 

       17.1   An auditor shall be appointed and have such rights and responsibilities as prescribed by the Act.

 

18.  Fiscal year

 

       18.1   The fiscal year of the NSHA begins on April 1st and ends on March 31st in the following year.

 

19.  Ancillary organizations

 

       19.1   The Board may approve the establishment of and as applicable the dissolution of ancillary organizations as it deems advisable and the use of the NSHA’s name for the purpose of assisting and promoting the work of the NSHA.

 

       19.2   Each organization shall elect its own officers and may establish bylaws for its operation.

 

       19.3   The board of an ancillary organization may include a representative of the Board.

 

       19.4   The mission and vision of an ancillary organization shall be consistent with the mission and vision of the NSHA.

 

       19.5   An ancillary organization shall, upon the request of the Board, submit a copy of their annual audited statements.

 

       19.6   Notwithstanding subsection 19.5, a foundation shall submit a copy of its annual audited financial statement, as required by the Act.

 

20.  Amendment of bylaws

 

       20.1   The Board will at least biennially and otherwise as may be required consider whether it would be beneficial to recommend to the Minister that he/she approve amendments to these bylaws.

 

       20.2   Subject to section 21.1 of these bylaws and notwithstanding any other provision of these bylaws, no notice of motion concerning a bylaw or an amendment of these bylaws under section 20.1 or otherwise shall be made at a Board meeting without circulation of such notice at least fourteen days prior to the Board meeting.

 

21.  Adoption of by-laws

 

       21.1   A bylaw or amendment passed at a properly constituted meeting of the Board has no force or effect in law until it is approved by the Minister of Health [and Wellness] pursuant to Section 24 of the Act.