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The Health Sciences Centre Act

S.M. 1988-89, c. 41

Bill 5, 1st Session, 34th Legislature

The Health Sciences Centre Act

Enacted by S.M. 1988-89, c. 2, Schedule D

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Definitions

1           In this Act

"board" means the board of directors for which provision is made in section 7; («conseil»)

"corporation" means the corporation continued under section 2; («corporation»)

"director" means a member of the board; («administrateur»)

"land" means real property of whatsoever nature or kind and includes tenements, hereditaments, and appurtenances, leaseholds, and any estate, term, easement, right or interest in, to, over, under or affecting land, including rights-of-way; («bien-fonds»)

"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act. («ministre »)

S.M. 1989-90, c. 91, s. 17.

Continuation

2           The Health Sciences Centre continued as a body corporate.

Purposes and objects

3(1)        The corporation shall operate, in The City of Winnipeg in Manitoba, a health sciences centre and has as its purposes and objects the prevention and diagnosis of illness of persons and the treatment, care and rehabilitation of sick or injured persons, and, without limiting the generality of the foregoing,

(a) the provision of facilities, personnel and services for the treatment of sick or injured persons, to ensure for those persons a high quality of medical and surgical care and treatment, and in so doing to operate and maintain in The City of Winnipeg, a hospital, as defined in The Hospitals Act and in The Mental Health Act, and to provide outpatient and other services and facilities related to the purposes and objects of the corporation;

(b) the planning, organization and conduct, alone or with others, of

(i) educational activities related to the promotion of health and the diagnosis and treatment of and the provision of care to the sick or injured, with a view to maintaining and improving the standard, of medical and allied health education and knowledge,

(ii) scientific research related to the diagnosis, treatment and care of sick or injured persons, and to the finding of means of prevention and treatment of human illness and disability, and

(iii) generally any activity designed to promote the health of the community; and

(c) the co-operating with other hospitals, institutions, and health agencies in the treatment and care of sick or injured persons, and the development and improvement of medical and allied health teaching and research.

S.M. 1989-90, c. 91, s. 17.

Non-profit corporation

3(2)        The corporation shall be operated and maintained exclusively for charitable, educational and scientific purposes without private gain.

Corporate powers

4           Subject to The Hospitals Act and to The Health Services Insurance Act, the corporation may do all acts and things necessary to carry out and attain its purposes and objects and to exercise the rights and perform the duties vested in it by this or any other Act, and, without limiting the generality of the foregoing, but subject always to The Hospitals Act and The Health Services Insurance Act, the corporation may,

(a) manage all undertakings of the corporation;

(b) fix and collect the fees and rates to be charged by the corporation for the nursing of, attendance upon, and supply of hospital care and treatment to, patients and for the rendering of other services;

(c) appoint, suspend or remove all medical and other staff and employees of the corporation;

(d) receive and accept such grants, devises, gifts and bequests as are made by or received from any government, foundation, institution, corporation or person, for the use and purposes of the corporation;

(e) acquire by purchase or otherwise, construct, improve, hold, lease, sell, or otherwise dispose of and deal in and with, real and personal property of whatsoever kind or nature, considered by the directors necessary for the purposes of the corporation;

(f) draw, make and endorse bills of exchange, promissory notes and cheques;

(g) borrow money on the credit of the corporation;

(h) issue, sell or pledge securities of the corporation;

(i) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including book debts, rights, powers, franchises and undertaking, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the corporation;

(j) establish such reserves as the board may decide;

(k) utilize surpluses, as the board may decide, for the improvement of services and training provided by the corporation;

(l) invest all or any funds or moneys of the corporation in any investments in which trustees are by law entitled to invest, and call in, vary or realize upon any such investments;

(m) make and enter into contracts, agreements and arrangements for affiliating with the corporation any other person, institution, corporation or organization with similar or compatible objects; and

(n) own, maintain, operate and engage in, any property, business or undertaking that may help to maintain the hospital or institutions of the corporation or be of service to patients, staff or employees of the corporation, including, without limiting the generality of the foregoing, parking facilities, interns' quarters, schools of nursing, nurses' residences, power houses, and laundry facilities and sell any products thereof in accordance with the laws of the province; and

(o) lease any part of its property to others for any purposes and utilize any income derived therefrom for the general purposes of the corporation.

S.M. 1989-90, c. 91, s. 17.

Ancillary powers

5           Without limiting the generality of section 4, the corporation has, as incidental and ancillary to the objects, purposes and powers set out in this Act, the objects, purposes and powers set out in Part III of The Corporations Act, except to the extent that they or any of them are inconsistent with those set out in this Act.

Exemption from taxation

6(1)        Subject to subsection (2) and subject to liability for certain local improvements as provided in The Municipal Act and The City of Winnipeg Act, any and all property, real and personal, which is used for the discharge of the objects and purposes set out in section 3 or the conduct of services set out in clause 4(n); and

(a) of which the corporation is the owner or beneficial owner; or

(b) which is owned by a company of which the corporation is a shareholder or member and which has as its shareholders or members only corporations carried on without pecuniary gain to their shareholders or members; is exempt from taxation under The Municipal Assessment Act.

S.M. 1989-90, c. 24, s. 82.

Residence exempt from tax

6(2)        Notwithstanding subsection (1), where a residence is used for the conduct of services set out in clause 4(n), the exemption from taxation shall include only a residence operated by or in connection with, the centre for undergraduate students in the health professions, taking training at the centre, together with the land on which it is situated and that is necessarily appurtenant thereto to the extent of not more than two acres.

Board of directors

7           The affairs of the corporation shall be administered by a board of directors consisting of

(a) the Dean of the Faculty of Medicine of the University of Manitoba;

(b) the Chairman of the Medical Staff of the corporation;

(c) one person appointed by The Manitoba Cancer Treatment and Research Foundation;

(d) one person appointed by The Children's Hospital of Winnipeg Research Foundation Inc.;

(e) two persons appointed by the Board of Governors of the University of Manitoba;

(f) eight persons appointed by the board; and

(g) five persons appointed by the Lieutenant Governor in Council.

S.M. 1989-90, c. 91, s. 17.

Term of office of appointed directors

8(1)        Except a director appointed to fill a vacancy on the board of directors for an unexpired term of a director who has died or resigned, each appointed director shall hold office for three years commencing on the date of his appointment or on the date of the expiry of the term of office of his predecessor whichever is the later, and a person may be re-appointed for a second and third term of office as a director but no appointed director is eligible for a fourth or subsequent term of office as a director unless at least one year has elapsed since the expiry of his previous term of office as a director.

Vacancies

8(2)        Where an appointed director dies or resigns during his term of office, the person or body who appointed him may appoint a person as a director for the balance of the term of office.

Notice of required appointment

8(3)        At least 60 days before the expiry of a term of office of, or forthwith on the death or resignation of, a director appointed under clause 7(c), (d) or (e), the corporation shall notify the person or body appointing the director of the expiry of the term of office of the director or of the death or resignation of the director and request the appointor to appoint a person as a director of the board to serve the next term or the balance of the unexpired term, as the case may be.

S.M. 1989-90, c. 91, s. 17.

Notice to minister of expiry of appointment

8(4)        At least 60 days before the expiry of a term of office of, or forthwith on the death or resignation of, a director appointed by the Lieutenant Governor in Council, the corporation shall notify the minister of the expiry of the term of office of the director or the death or resignation of the director, as the case may be.

S.M. 1989-90, c. 91, s. 17.

Failure to appoint

8(5)        Where the term of office of a director appointed under clause 7(c), (d) or (e) expires, or a director appointed under one of those clauses dies or resigns, and the person or body who appointed the director does not, within three months of the expiry of the term of office or within three months after being given notice of the death or resignation of the director, appoint a person as director to fill the vacancy, the board may appoint a person as a director and the person so appointed shall be deemed for the purposes of this Act to have been appointed by the person or body named in clause 7(c), (d) or (e), as the case may be.

S.M. 1989-90, c. 91, s. 17.

Continuation after expiry of term

9           Where the term of office of an appointed director expires and he has not been re-appointed for a succeeding term of office and another person has not been appointed to succeed him, notwithstanding the expiry of his term of office, he may, for three months after the expiry of his term of office, sit and vote on the board and committees thereof as though he were still a member of the board.

Notice of annual meeting

10          In each year the board shall give at least 90 days notice in writing of the proposed date of the annual meeting of the board in that year

(a) to the minister;

(b) to the Manitoba Cancer Treatment and Research Foundation;

(c) to the Children's Hospital of Winnipeg Research Foundation Inc.; and

(d) to the board of governors of the University of Manitoba.

S.M. 1989-90, c. 91, s. 17.

Directors not remunerated

11          A director shall act without personal remuneration for his services as director, but the board may allow him reasonable out-of-pocket expenses related to his services.

Election of chairman, etc

12          A chairman of the board and one or more vice-chairmen, shall be elected by the board from amongst its members as provided in the by-laws of the corporation.

Duties of vice-chairman

13          When the office of chairman is vacant, or in the absence of the chairman or during his incapacity or failure from any cause to act, or on the request of the chairman, a vice-chairman, designated in accordance with the by-laws or selected by the remaining members of the board shall act as chairman and while so acting

(a) he has all the powers and shall discharge all the duties and functions of the chairman; and *

(b) unless specifically otherwise provided in this Act, or in the by-laws of the corporation, all references to the chairman apply and refer to him.

Principal offices

14          The principal offices of the corporation shall be within The City of Winnipeg.

Powers of board

15          The board, on behalf of the corporation, may

(a) execute, perform, and carry out, all the duties, powers, and functions imposed or conferred by this or any other Act upon the corporation and the board, and for that purpose do all and any acts and things that are necessary for or incidental to the performance, execution, or carrying out, of any such duty, power, or function, including, without limiting the generality of the foregoing, the passing of such by-laws and resolutions as the board deems necessary or advisable;

(b) make such by-laws, not contrary to law or this Act, as the board deems necessary or advisable for the proper and convenient conduct of the affairs of the corporation, the board, the executive committee, and the standing committees, and, without limiting the generality of the foregoing, with respect to the time and place of the calling and holding of all meetings of the board, the executive committee, and the standing committees, the fixing of quorums, the procedure in all things to be followed at such meetings, and generally with respect to the conduct in all other particulars of the affairs of the corporation, and repeal, amend, or re-enact them;

(c) appoint and employ such officers and employees of the corporation as the board deems necessary or advisable for the proper and convenient conduct of the affairs of the corporation, including, without limiting the generality of the foregoing, a chief administrative officer, one or more assistants, and a secretary, prescribe the duties of any such officers and employees, and fix their remuneration; and

(d) obtain the services of such professional persons or specialists, including, without limiting the generality of the foregoing, medical doctors, scientists and accountants, as the board deems necessary or advisable for the proper and convenient conduct of the affairs of the corporation, and fix their remuneration.

Executive committee

16          The board by by-law may establish, and may maintain, an executive committee consisting of not less than five directors, and may delegate to it any of the powers of the board, subject to the restrictions, if any, contained in the by-laws or imposed from time to time by the board. S.M. 1989-90, c. 91, s. 17.

Standing committee

17(1)       The board shall, by by-law, establish

(a) a finance committee to which the board may delegate responsibility for acting as the board's steward in financial matters;

(b) a planning committee to which the board may delegate responsibility for regular review of the physical planning process and, in particular, the progress of the re-development plan of the corporation; and

(c) a nominating committee to which the board may delegate responsibility for bringing forward names of persons to be appointed as directors.

Additional committees

17(2)       The board may establish and maintain such other committees as it deems necessary and define their duties and terms of reference.

Board meetings

18(1)       Unless and until otherwise provided in the by-laws of the corporation, meetings of the board shall be held at the call of the chairman, at such place, at such time, and upon such notice, as to him seems proper.

Meetings at request of five directors

18(2)       The chairman shall call a meeting of the board immediately upon being requested so to do in writing by not less than five of the directors.

Quorum of board

18(3)       Unless and until otherwise provided in the by-laws of the corporation, a majority of the members of the board constitutes a quorum at any meeting of the board.

Chief executive officer

19          The chief executive officer of the corporation shall be designated as the president and he is entitled to attend and speak at all meetings of the board or any committee thereof but he is not entitled to vote or make any motion at a meeting of the board.

Authority of the chairman

20          The chairman of the board may, in accordance with and subject to the by-laws of the corporation and resolutions of the board, act for and on behalf of the corporation.

Evidential value of certain documents

21          Any by-law, resolution, order, direction, or other document whatsoever, purporting to be issued on the authority of the board, when signed by the chairman or vice-chairman, as the case may be, shall be admitted as evidence of the contents thereof without any proof of the signature of the chairman or vice-chairman, as the case may be, or of the authority of the chairman or the vice-chairman, as the case may be, to sign it.

Minutes

22          The board shall keep at the principal offices of the corporation full and complete minutes and records of all business transacted at its meetings.

No personal liability of officer

23          Neither the chairman of the board, nor any officer or director of the corporation, nor anyone acting under the instructions of any of them or under the authority of this Act,

(a) is liable or answerable for any debt, liability or obligation of the corporation or in respect of any act, error or omission of the corporation or of any of its officers, staff, employees or agents; or

(b) is personally liable for any loss or damage suffered by any person by reason of anything in good faith and without negligence, done or omitted to be done by him, or caused, permitted, or authorized to be done or omitted to be done, by him, pursuant to, or in exercise of, or supposed exercise of, the powers given by this or any other Act of the Legislature.

Guilds and volunteers

23.1        Groups of persons, such as guilds and similar organizations, who gave voluntary assistance to a hospital or institution of which the corporation is the successor are not, by reason of the corporation becoming the successor to the hospital or institution, dissolved or disbanded and the board shall make appropriate provision for their continuance.

S.M. 1989-90, c. 91, s. 17.

Agreements with the University of Manitoba

23.2        An agreement between the University of Manitoba and a hospital or institution of which the corporation is the successor remains in force between the University of Manitoba and the corporation as the contracting parties and may be consolidated or amended as necessary or desirable from time to time.

S.M. 1989-90, c. 91, s. 17.

Audits

23.3        The accounts of the corporation shall be audited annually by auditors appointed by the board and an audit report shall be sent by the auditors to the minister no later than the 90th day following expiry of the fiscal year of the corporation to which the audit report relates.

S.M. 1989-90, c. 91, s. 17.

References to Winnipeg General Hospital

24(1)       Every reference to the Winnipeg General Hospital in any Act of the Legislature, or any regulation thereunder, in any trust indenture, will, testamentary disposition or agreement, shall be conclusively deemed to be a reference to the corporation.

S.M. 1989-90, c. 91, s. 17.

References to Children's Hospital in Acts

24(2)       Every reference to the Children's Hospital of Winnipeg in any Act of the Legislature, or any regulation thereunder, or in any trust indenture or agreement, shall be conclusively deemed to be a reference to the corporation.

References to Children's Hospital in wills

24(3)       Every reference to the Children's Hospital of Winnipeg in any will or testamentary disposition shall be conclusively deemed to be a reference to the Children's Hospital of Winnipeg Research Foundation Inc.