PORT HOPE COMMUNITY HEALTH CENTRE
GENERAL BY-LAW #1
Adopted September 12, 2007, Port Hope, Ontario
Amended June 11, 2008, Port Hope, Ontario
Amended June 15, 2010, Port Hope, Ontario
Amended June 16, 2011, Port Hope, Ontario
Amended June 20, 2012, Port Hope, Ontario
TABLE OF CONTENTS
Page
ARTICLE 1INTERPRETATION4
ARTICLE 2OBJECT5
ARTICLE 3GENERAL
3.01Head Office5
3.02Corporate Seal5
3.03Financial Year5
3.04Execution of Instruments 5
3.05Banking Arrangements5
3.06Executive Director6
3.07Auditor7
3.08Legal Counsel7
3.09Consultants7
3.10Ministry and Local Health Integration Network7
3.11Dissolution7
ARTICLE 4MEMBERSHIP
4.01Eligibility8
4.02Classification of Members8
4.03Non-Voting Membership Classes8
4.04Entitlement8
4.05Eligibility Status8
4.06Membership Non-Transferable8
4.07Annual Membership Fees8
ARTICLE 5DIRECTORS
5.01Composition of the Board8
5.02Qualification of Directors9
5.03Duties of Directors9
5.04Terms of Appointments9
5.05Conflicts of Interest10
5.06Removal of Directors10
5.07Vacation of Office10
5.08Vacancies10
5.09Remuneration10
ARTICLE 6MEETINGS
6.01Regular Meetings11
6.02Special Meetings11
6.03Errors or Omissions11
6.04Quorum for Meetings11
6.05Telephone Participation11
6.06First Meeting of New Board11
6.07Annual General Meeting11
6.08Special General Meeting12
6.09Place of Meetings12
6.10General Procedure for Meetings12
6.11Voting12
6.12By-laws13
6.13Minutes 13
6.14Books and Records13
ARTICLE 7OFFICERS OF THE BOARD
7.01Selection of Officers13
7.02Terms of Offices 14
7.03Duties of Officers14
7.04Signing Officers15
7.05Acting Officers15
7.06Replacement of Officers15
ARTICLE 8BOARD COMMITTEES
8.01Executive Committee15
8.02Other Committees16
ARTICLE 9PROTECTION OF DIRECTORS AND OFFICERS
9.01Limitation of Liability16
9.02Indemnity16
9.03Validity of Actions17
9.04Directors' Reliance17
ARTICLE 10EFFECTIVE DATE
10.01Effective Date17
10.02Revisions and Amendments17
10.03Repeal17
1
ARTICLE 1: INTERPRETATION
In this By-law:
1.01 "Act" means the Corporations Act and amendments thereto, and any statute enacted in substitution therefore from time to time. All terms defined in the Corporations Act have the same meanings in this By-law and all other By-laws and resolutions of the Port Hope Community Health Centre.
1.02 "Annual General Meeting" means a meeting of all members of the Corporation held annually to consider and approve annual reports; elect Directors; appoint an auditor; amend, repeal or confirm By-laws; or conduct any other business of the Corporation.
1.03 "Board" means the Board of Directors of the Port Hope Community Health Centre.
1.04 "Board Committees" means any committee, sub-committee, task force or work group which may, from time to time, be established by the Board.
1.05 "By-laws" means this By-law and all other By-laws of the Port Hope Community Health Centre as amended from time to time, and from time to time in force and effect.
1.06 "Catchment area" means the area from which residents may be eligible to receive services of the Corporation and includes a twenty-five (25) kilometre region extending west to Newcastle (Highway 35/115), north to Millbrook (County Road 21) and east to Grafton (County Road 23).
1.07 "Client" means a recipient of services who lives in the catchment area.
1.08 "Corporation" means the Port Hope Community Health Centre.
1.09 "Director" means a current member of the Board of Directors.
1.10 “Executive Committee” means a Board committee composed of the immediate Chair, Vice-Chair, Treasurer, Secretary/Executive Director, and Past Chair when invited.
1.11 "Executive Director" means the Executive Director of Port Hope Community Health Centre.
1.12"Ex-officio" means the position held by the Corporation Chair on any and all committees of the Corporation.
1.13 "Family Member" consists of:
a)husband, wife, partner, mother, father, grandmother, grandfather, brother, sister, son, daughter, grandson, and granddaughter,
b)mother-in-law, father-in-law, grandmother-in-law, grandfather-in-law, brother-in-law, sister-in-law, son-in-law, and daughter-in-law,
c)step-mother, step-father, step-grandmother, step-grandfather, step-brother, step-sister, step-son, step-daughter, step-granddaughter, and step-grandson, and
d)the common law equivalent of any of these relationships
1.12 "Local Health Integration Network" means the Central East Local Health Integration Network.
1.13 "Member" means a member of the Corporation.
1.14 "Ministry" means the Ontario Ministry of Health and Long-Term Care.
1.15 "Nominee" means an interested citizen residing in the catchment area who subscribes to the Vision, Mission, Beliefs, and Aims of the Corporation.
1.16 "Officer" means the current Chair, Vice-Chair, Treasurer, and Secretary/Executive Director of the Port Hope Community Health Centre.
1.17 "Regular meetings of the Board" means those meetings of the whole Board, regularly scheduled, for the transaction of normal business of the Board.
1.18 "Special General Meeting" means a meeting called by the Board for all voting members of the Corporation to pass special resolutions.
ARTICLE 2: OBJECT
2.0 The object of the Corporation is to operate a community health centre by providing medical, health and support services to the general public in accordance with the vision, mission, beliefs, and aims of the Corporation as approved by the Board, from time to time.
ARTICLE 3: GENERAL
3.01 Head Office.
Until changed in accordance with the Act, the head office of the Corporation shall be in the Municipality of Port Hope in the Province of Ontario, or such place therein as the Board may, from time to time, determine.
3.02Corporate Seal.
Until changed in accordance with the Act, the corporate seal of the Corporation shall be in the form impressed hereon.
3.03 Financial Year.
Until otherwise ordered by the Board, the financial year of the Corporation shall end on the last day of March in each year.
3.04Execution of Instruments.
Deeds, transfers, assignments, contracts, obligations, certificates, and other instruments shall be signed on behalf of the Corporation by any two signing officers of the Corporation. However, the Board may, from time to time, direct the manner in which and the person or persons by whom any instruments or class of instruments may or shall be signed. Any person authorized to sign on behalf of the Corporation may affix the corporate seal thereto.
3.05 Banking Arrangements.
(1)The Board shall, by resolution, designate the financial institutions (banks, trust companies or other firms or corporations) in which the banking business of the Corporation shall be transacted.
(2)Any officer of the Board, including the Executive Director or any employee may, from time to time, be authorized on behalf of the Board to transact such banking business or any part thereof, under such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize. These powers, unless otherwise restricted, include:
a)to operate the Corporation’s accounts with the banker,
b)to make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange, and orders for the payment of money,
c)to issue receipts for and orders relating to any property of the Corporation, and
d)to authorize any officer of the banker to do any act or thing on the Corporations behalf to facilitate the banking business.
(3)The securities of the Corporation shall be deposited for safe keeping with one (1) or more bankers to be selected by the Board. Any and all securities so deposited, may be withdrawn, from time to time, only upon the written order of the Corporation, signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall, from time to time, be determined by resolution of the Board, and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
(4)Subject to the limitations set out in the By-laws or in the Letters Patent of the Corporation, the Board may:
a)borrow money on the credit of the Corporation,
b)issue, sell or pledge securities of the Corporation, or
c)charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises, and undertakings, to secure any securities or any money borrowed, or other debt or any other obligation or liability of the Corporation.
(5)From time to time, the Board may authorize any Director, officer or employee of the Corporation, or any person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact, and settle the borrowing of the money by the Corporation.
3.06 Executive Director.
(1)The Executive Director shall be appointed by the Board as the chief executive officer of the Corporation. He or she shall be subject to the authority and policy direction of the Board and shall remain in office at the pleasure of the Board or until the Board has received his or her resignation in writing.
(2)Upon vacancy of this position, the Board shall establish a Board committee, which shall include but not be limited to the Chair or Vice-Chair, to interview candidates and to recommend to the Board one or more candidates for appointment.
(3)The Board shall negotiate a contract with the Executive Director and both parties shall sign the contract.
(4)The contract shall include:
(a)starting salary to be paid and the salary range,
(b)fringe benefits to be provided and the starting date of each,
(c)powers, duties, and limitations of the position,
(d)reporting relationship, and
(e)any other items which the Board may direct be included.
(5)During his or her term of office, the Executive Director shall receive no salary or remuneration from employment other than from the Corporation without the prior approval of the Board.
(6)The duties of the Executive Director shall include:
(a)to keep the Board well informed on all matters on which it should have knowledge,
(b)to coordinate the activities of Board committees,
(c)to oversee the organization of the Corporation in order to carry out the policy directions of the Board,
(d)to attend at all meetings of the Board and committees,
(e)to be responsible for the general management and administration of the Corporation, including its business and financial affairs,
(f)to appoint, supervise, and remove any and all employees and agents of the Corporation not elected or appointed by the Board.
(g)to ensure the preparation and presentation of reports as requested by the Board including a written report at the Annual General Meeting, and
(h)to undertake other matters as directed by the Board.
3.07 Auditor.
(1)The Board shall at each Annual General Meeting appoint an auditor, licensed under the Accountancy Act of Ontario, to audit the accounts of the Corporation. The auditor shall hold office until the next Annual General Meeting, provided that the Directors may fill any casual vacancy in the office of the auditor.
(2)The auditor shall not be a member of the Corporation, an officer of the Board, or a partner or family member or employee of any such person.
3.08 Legal Counsel.
The Board may, by resolution, employ legal counsel as required.
3.09Consultants.
The Board may, by resolution, employ the services of a consultant or firm of consultants to study and prepare recommendations on any matter before, or likely to come before, the Board.
3.10 Ministry and Local Health Integration Network.
(1)The Board shall undertake to communicate with the Ministry and the Local Health Integration Network regarding actions and/or activities of the Corporation related to planning, implementation and evaluation of programs and services.
(2)The Board shall make available to the Ministry and the Local Health Integration Network, if and when appropriate and upon request, any records, financial statements or other information pertaining to the Corporation upon request.
3.11 Dissolution.
In the event of dissolution or winding up of the Corporation, all of its remaining assets, after payment of liabilities, shall be returned to the Ministry.
ARTICLE 4: MEMBERSHIP
4.01Eligibility
Membership of the Corporation shall be open to any individual who is eighteen (18) years of age or older, subscribes to the object of the Corporation, resides in the catchment area, and may be a client of the Corporation. Employees of the Corporation and their family members will not be eligible for membership. All Directors shall be deemed to be members of the Corporation.
4.02Classification of Members.
Persons shall be admitted to membership by resolution of the Board and the names and addresses of such members shall be recorded in the membership register of the Corporation. Application for membership shall be by form as prescribed by the Board.
4.03Non-Voting Membership Classes.
There may be classes of non-voting membership as determined, from time to time, by the Board.
4.04Entitlement.
Only members defined in Section 4.01 shall be entitled to vote at Annual and Special General Meetings of the Corporation and hold office on the Board. Proxy voting shall not be permitted.
4.05Eligibility Status.
The right to admit any person to membership in the Corporation or to renew any person’s membership is reserved to the Board of Directors in accordance with the provisions of the Ontario Corporations Act. A person’s membership terminates at the end of the membership period or earlier upon their resignation, death or disqualification.”
4.06Membership Non-Transferable.
Memberships are non-transferable.
4.07Membership Period.
The membership period shall be from the commencement of the Annual General meeting until forty-five (45) days prior to the next following Annual General Meeting.
4.08Membership Fees.
Members of the Corporation shall pay membership fees for each membership period in an amount determined annually by the Board of Directors. The payment of membership fees by any specific person or persons may be waived by the Board should special circumstances warrant such action.
ARTICLE 5: DIRECTORS
5.01 Composition of the Board.
(1)The Corporation's affairs shall be governed by the Board.The Board shall consist of twelve (12) Directors.
(2) Directors shall be appointed with due consideration of a broad range of relevant skills and experience and shall reflect the community to be served.
5.02 Qualification of Directors.
(2)No person shall be qualified as a Director unless he or she is eighteen (18) years of age or older and shall be at the time of his or her election and throughout his or her term of office a voting member of the Corporation in good standing in accordance with the Act and the By-laws.
(3)A current Criminal Record Check and Vulnerable Sector Search shall be furnished by a prospective Director prior to his or her appointment to the Board.
5.03 Duties of Directors.
(1)Every Director shall respect the confidentiality of matters brought before the Board. All Directors shall sign a Confidentiality Declaration form at the first Board meeting that the Directors attend immediately following the Annual General Meeting. Failure to sign this form is reason for removal from the Board.
(2)Directors shall strive to deliberate impartially on all issues which come to the attention of the Board and shall work productively with the Ministry, Local Health Integration Network, and other community partners to optimize the health of clients and the delivery of programs and services.
(3)Each Director shall attend a minimum of one-half (1/2) of the regular and one-half (1/2) of the special meetings of the Board annually. Failing this and/or missing three (3) consecutive regular Board meetings, without formal granting of a leave of absence by the Board, shall be grounds for a Director forfeiting his or her Directorship of the Corporation. As such, he or she will be deemed to have resigned as a Director effective the date of the next regular Board meeting.
(4)The responsibilities of Directors shall include but not limited to:
(a)developing strategic directions and policies in keeping with the goals and objectives of the Corporation,
(b)regularly evaluating the Corporation’s policies and the effectiveness of its programs and services,
(c)adopting and monitoring the Corporation’s annual operating and capital budgets,
(d)establishing and ensuring regular implementation, of mechanisms to facilitate community input to assessments of community needs and establishment of program priorities,
(e)establishing and ensuring regular review of relevant human resources policies to ensure compliance with Ministry policies and applicable legislation and standards, and
(f)recruiting, evaluating, retaining, and terminating the employment of the Executive Director.
5.04 Terms of Appointments.
(1) Subject to paragraph (2) below, each Director shall be elected by the members at an Annual General Meeting for a term of office of up to three (3) years.
(2) The Board of Directors may, at its discretion, appoint a Director to fill a vacancy on the Board. The term of any such appointment shall be until the next following Annual General Meeting.
(3) Unless approved by the members, no Director shall serve for more than six (6)consecutive years, exclusive of any part year of service during which the Director was appointed by the Board of Directors to fill a vacancy. Any such extension of service shall be forup to one (1) year.
(4) After serving as a Director for the maximum consecutive period as set out in paragraph (3) above, one (1) full year must elapse before that person is eligible to be re-elected or re- appointed as a Director.
(5) Notwithstanding the provisions of paragraph (3) above, a Director who is elected by the Board of Directors to the position of Chair at the commencement of what would otherwise be his or her last allowable year of service may serve as a Director for an additional year if the Board intends to renew his or her appointment as Chair. However, if the Director ceases to hold this office, he or she shall thereupon cease to be a Director.
5.05 Conflicts of Interest.
Directors shall declare an actual or perceived conflict of interest involving themselves or a family member as soon as possible after the commencement of any meeting of the Board or committee of the Board at which the potential conflict may arise.
5.06 Removal of Directors.
The Board may, by resolution, passed by at least two-thirds (2/3) of the votes cast thereon at a special meeting called for this purpose, remove any Director before the expiration of his or her term of office and may, by majority vote at that meeting, elect any person in his or her stead for the remainder of his or her term.
5.07 Vacation of Office.
A Directorship shall be vacated upon the occurrence of any of the following events:
(1)if an order is made declaring the Director to be a mentally incompetent person or incapable of managing his or her affairs,
(2)if a receiving order is made against the Director or if the director makes an assignment under the Bankruptcy Act,
(3)if the Director is removed by the Board as provided in section 5.06, or
(4)if the Director resigns in writing; such resignation, if not effective immediately, becomes effective in accordance with the terms of the resignation.
ARTICLE 6: MEETINGS
6.01 Regular Meetings.
A minimum of eight (8) regular Board meetings shall be held each year. The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. All Directors shall receive written or electronic notification of the time and place of each regular meeting at least five (5) days in advance of the meeting.