Board
10.(1)The affairs of the corporation shall be managed by a board of directors which shall, subject to section 11, consist of: (a) five directors appointed by Women’s College Hospital; (b) two directors appointed by Orthopaedic and Arthritic (OAC) Corporation; (c) one director appointed by the University, on the recommendation of Orthopaedic and Arthritic (OAC) Corporation; (d) seven directors appointed by the University, on the recommendation of Sunnybrook SHSC Corporation; (e) the chair of the University or a person appointed by the chair of the University; (f) the president and vice-president of the medical staff of the corporation and the chair of the medical advisory committee of the corporation; (g) the chair of, or a person appointed by the chair from the executive committee of the board of, each of the following foundations: (i) Orthopaedic and Arthritic Hospital Foundation, (ii) The Sunnybrook Foundation, and (iii) Women’s College Hospital Foundation; (h) five directors, (i) who have no past or present affiliation with, and are independent of, Orthopaedic and Arthritic Hospital, Sunnybrook Hospital, Women’s College Hospital, Orthopaedic and Arthritic (OAC) Corporation, Sunnybrook SHSC Corporation and the foundations referred to in clause (g), (ii) whose appointments have been approved by two-thirds of the members of the nominating committee referred to in subsection (2) and by two-thirds of the votes cast at a meeting of the board, and (iii) who are appointed by the University, on the recommendation of the nominating committee; and (i) the chief executive officer of the corporation selected in accordance with subsection (4) and appointed by the University. 1998, c. 12, s. 10 (1). Nominating Committee (2)The board shall from time to time, by special resolution, establish a nominating committee for the purpose of nominating directors to be appointed under clause (1) (h). 1998, c. 12, s. 10 (2). Selection of directors under cl. (1) (h) (3)If the appointment of a director is approved in accordance with subclause (1) (h) (ii), the director is deemed, for all purposes, to meet the qualifications referred to in subclause (1) (h) (i). 1998, c. 12, s. 10 (3). Selection of chief executive officer (4)The board shall select a person as president and chief executive officer of the corporation, subject to subsection (5). 1998, c. 12, s. 10 (4). Same (5)If the University refuses to appoint the person selected under subsection (4) as a director, the board shall select another person who is satisfactory to the University. 1998, c. 12, s. 10 (5). Chief executive officer non-voting (6)The chief executive officer of the corporation shall be a non-voting director. 1998, c. 12, s. 10 (6). Chair (7)Subject to subsection (8), the board shall select the chair from among its members. The selection of the chair shall be approved by two-thirds of the votes cast at a meeting of the board and by the University. 1998, c. 12, s. 10 (7). Same (8)The board may, by special resolution, provide for a method of selecting a chair of the board other than the method set out in subsection (7). 1998, c. 12, s. 10 (8). Female representation (9)The majority of the voting directors shall be women. 1998, c. 12, s. 10 (9). Same (10)Subject to section 11, at least one of the directors appointed under clause (1) (f) shall be a woman. 1998, c. 12, s. 10 (10). Same (11)Subject to section 11, at least half of each of the following groups of directors shall be women: 1. A group of six directors which shall consist of the five directors appointed under clause (1) (a) and the chair, or person appointed to the board by the chair, of Women’s College Hospital Foundation. 2. A group of four directors which shall consist of the three directors appointed under clauses (1) (b) and (c) and the chair, or person appointed to the board by the chair, of Orthopaedic and Arthritic Hospital Foundation. 3. A group of eight directors which shall consist of the seven directors appointed under clause (1) (d) and the chair, or person appointed to the board by the chair, of The Sunnybrook Foundation. 1998, c. 12, s. 10 (11). Right to appoint men (12)Nothing in subsection (9) or (11) shall prevent a man from being appointed to the board under clause (1) (e), (g) or (i). 1998, c. 12, s. 10 (12). Filling vacancies with women (13)If, by reason of the appointment of a man in accordance with subsection (12) or by reason of a vacancy occurring in the board, the composition of the board is not in compliance with the requirements of subsection (9), any vacancy occurring in a director’s office appointed under clause (1) (h) shall be filled by women until such time as the requirements of subsection (9) are met. 1998, c. 12, s. 10 (13). Same (14)Subject to section 11, if, by reason of the appointment of a man to the board under clause (1) (g) or by reason of a vacancy occurring in the board, there is not the required number of women in a group of directors referred to in subsection (11), any vacancy in that group shall be filled by women until such time as the requirements of subsection (11) are met. 1998, c. 12, s. 10 (14). Validity of board’s actions (15)If, by reason of the appointment of a man in accordance with subsection (12) or by reason of a vacancy occurring in the board, the composition of the board is not in compliance with the requirements of subsection (9), (10) or (11), the board may continue to act and any decisions or resolutions made by the board or any actions taken by the board while its composition is not in compliance with subsection (9), (10) or (11) are not invalid solely on the basis that the board’s composition was not in compliance with one of those subsections. 1998, c. 12, s. 10 (15). Transition, first directors (16)Despite subsection (1), the first board shall consist of the directors appointed under clauses (1) (a), (b), (c), (d), (e) and (g) until such time as the first full board is appointed. 1998, c. 12, s. 10 (16). Same, first chair (17)The first board may select from among its members a first chair who shall act until the full board is appointed and a chair is selected in accordance with subsection (7). The selection of the first chair shall be approved by two-thirds of the votes cast at a meeting of the board and by the University. 1998, c. 12, s. 10 (17).