RSM 1990, c. 206

The Victoria General Hospital Incorporation Act

WHEREAS Victoria General Hospital, by its petition, prayed that it should be incorporated;

AND WHEREAS its prayer was granted, and resulted in the enactment of An Act Respecting Victoria General Hospital, assented to May 22, 1969;

AND WHEREAS the Minister of Justice has caused the Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;

THEREFORE 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 trustees constituted under section 7; (« conseil »)

"corporation" means Victoria General Hospital; (« Corporation »)

"member" means a member of the corporation; (« membre »)

"trustee" means a member of the board. (« administrateur »)

Hospital continued as a corporation

2           Victoria General Hospital is continued as a corporation.

Members of corporation

3           The corporation is composed of

(a) those persons elected under clause 7(1)(a);

(b) those persons appointed from time to time under clause 7(1)(b);

(c) those persons mentioned under clauses 7(1)(c) and (d) or their successors in office; and

(d) those persons appointed under subsection 7(3).

Objects

4           The objects of the corporation are

(a) to operate and maintain in the Province of Manitoba in accordance with The Hospitals Act, a hospital as in that Act defined including out-patient facilities and an institution or other facilities under The Mental Health Act;

(b) to provide facilities and personnel for the treatment of sick and injured persons and to ensure for such persons a high quality of medical and surgical care and treatment;

(c) to carry on education activities related to rendering care to the sick and injured and to the promotion of health with a view to maintaining and improving the standard of medical education and knowledge;

(d) to promote and carry on scientific and administrative research related to the care of the sick and injured with a view particularly to finding means of prevention and treatment of human illness and disability

(e) to participate in any activity designed and carried on to promote the general health of the community and to co-operate with other hospitals and health agencies in the care and treatment of the sick and injured.

Charitable purposes

5(1)        The corporation shall be operated and maintained exclusively for charitable, scientific and educational purposes without private gain.

No remuneration for trustees

5(2)        The trustees shall act without personal remuneration.

Liability of trustees

5(3)        No trustee 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 any of its officers, members, employees or agents.

Corporate powers

6(1)        Subject to The Hospitals Act and The Health Services Insurance Act, the corporation may do all acts and things necessary to carry out its objects and the rights and duties vested in it by this or any other Act, and without limiting the generality of the foregoing, it may

(a) manage all undertakings of the hospital;

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

(c) appoint, reject, suspend or remove all medical staff and their officers;

(d) borrow money;

(e) charge, hypothecate, mortgage, or pledge any or all of the real or personal property, rights and undertaking of the corporation;

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

(g) buy, sell, improve, lease or otherwise deal with, real or personal property necessary for the purposes of the corporation;

(h) establish and support, or aid in the establishment and support of, associations, institutions, funds, trusts, and conveniences, calculated to benefit employees or ex-employees of the corporation or the dependants or connections of such persons, and grant pensions and allowances and make payments towards insurance, or for any objects like or similar to those foregoing;

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

(j) establish such reserves as the board may decide, and invest them or other funds in such securities, and in such manner as the board may think fit, and vary or realize any such investments;

(k) receive and accept such grants, devises, gifts and bequests as are made by or received from the Government of Canada or the Government of Manitoba, or any municipality or other corporation or person, for the use and purposes of the hospital

(l) operate any business or industry that may help to maintain its institutions or be of service to patients or employees of the corporation and bargain and sell the products thereof in accordance with the laws of the province and lease part of its premises to others for such purposes and utilize any profit derived therefrom for the general purposes of the corporation.

Ancillary powers

6(2)        Without limiting the generality of subsection (1), the corporation has as incidental and ancillary to the objects, purposes and powers set out in this Act, the capacity and powers set out in sections 15 and 16 of The Corporations Act, except to the extent that they or any of them are inconsistent with those set out in this Act.

Board of trustees

7(1)        The affairs of the corporation shall be managed by a board of trustees consisting of:

(a) seven or such other number not less than seven or more than 13, as may from time to time be fixed by by-law, persons elected in such manner and to serve for such term as may be prescribed by by-law;

(b) two persons apponted by the council of The City of Winnipeg pursuant to subsection 139(1) of The City of Winnipeg Act;

(c) two persons named by the medical staff of the Victoria General Hospital;;

(d) the president of the Guild of the Victoria General Hospital.

Appointment in writing

7(2)        Appointments and changes in appointments to the board by the council of The City of Winnipeg shall be made in writing addressed to the board.

Honorary trustees

7(3)        In addition to the trustees appointed under subsection 7(1), the board may in accordance with the by-laws of the corporation, appoint not more than three persons as non-voting honorary trustees who shall act in an advisory capacity to the board.

Chief Administrative Employee

7(4)        The chief administrative employee of the corporation shall be an advisory but non-voting member of the board; however he may be requested to leave a meeting of the board at which the terms of his employment or his conduct or administration of the affairs of the corporation is being discussed.

Powers of board

8(1)        The powers of the corporation are vested in and may be exercised by the board.

By-laws

8(2)        The board may, subject to The Hospitals Act, make and pass by-laws, rules, orders and regulations not contrary to law or this Act, and repeal and amend them, for all purposes relating to or bearing on the affairs, business, property, objects and powers of the corporation, its management, government, acts, objects and interests and, in particular, but without limiting the generality of the foregoing, regulate

(a) the organization of, appointment to and rejection, suspension or removal from the medical staff and medical practice in the corporation;

(b) the engagement and removal of all employees and servants of the corporation and the manner in which the rate of remuneration to be paid to such persons should be determined;

(c) the manner of the appointment of such officers as it may from time to time consider necessary and the definition of their respective duties;

(d) the appointment, constitution, terms of reference and terms of office of such committees for the conduct of the business of the corporation and the delegation to such committees of such powers and duties, subject to the approval of the board, as the board may, from time to time, determine;

(e) the time at which, and the place where, the meetings of the corporation and the board shall be held;

(f) the number of members required to form a quorum at meetings of the corporation, which number need not constitute a majority of the members of the corporation, the board or the committee, as the case may be;

(g) the calling of meetings;

(h) the filling of vacancies on the board or any committee thereof;

(i) the procedure in all things at meetings; and

(j) the form and execution of contracts.

Continuation of existing by-laws

9           The existing by-laws, rules, orders and regulations of the corporation remain in full force and effect, with such modifications as the circumstances require, until changed by by-law.

Audit

10          There shall be an annual audit of the accounts of the corporation covering the full fiscal year by an independent auditor who shall be a chartered accountant and shall be appointed annually by the board and the board shall give full information and permit necessary inspections to enable such audits to be made.

NOTE:  This Act replaces S.M. 1969 (1st sess.), c. 35.