jswizzle3737/ontario_laws_and_regs huggingface dataset:
Purpose
1.The purposes of this Act are as follows: 1. To provide for the amalgamation of Sunnybrook Hospital and Orthopaedic and Arthritic Hospital so that all the assets and liabilities of the two hospitals become those of the amalgamated corporation. 2. To transfer all the assets and liabilities of Women’s College Hospital to the amalgamated corporation as though Women’s College Hospital were amalgamating with Sunnybrook Hospital and Orthopaedic and Arthritic Hospital and to allow Women’s College Hospital to continue to exist as a separate corporation. 3. To ensure that the amalgamated corporation honours the commitments and obligations of Sunnybrook Hospital to provide health care to veterans. 1998, c. 12, s. 1.
Definitions
2.In this Act, “board” means the board of directors of the corporation; (“conseil”) “corporation” means the corporation resulting from the amalgamation of Orthopaedic and Arthritic Hospital and Sunnybrook Hospital under section 3; (“personne morale”) “Orthopaedic and Arthritic Hospital” means the corporation incorporated by letters patent on June 3, 1949; (“Orthopaedic and Arthritic Hospital”) “Orthopaedic and Arthritic (OAC) Corporation” means the corporation incorporated by letters patent on June 12, 1998; (“Orthopaedic and Arthritic (OAC) Corporation”) “special resolution” means a resolution described in section 12; (“résolution spéciale”) “Sunnybrook Hospital” means the corporation established under The Sunnybrook Hospital Act, 1966, being chapter 150 of the Statutes of Ontario, 1966; (“Sunnybrook Hospital”) “Sunnybrook SHSC Corporation” means the corporation incorporated by letters patent on May 27, 1998; (“Sunnybrook SHSC Corporation”) “University” means The Governing Council of the University of Toronto. (“Université”) 1998, c. 12, s. 2.
Amalgamation
3.(1)Orthopaedic and Arthritic Hospital and Sunnybrook Hospital are amalgamated and continued as a corporation without share capital under the name Sunnybrook and Women’s College Health Sciences Centre. 1998, c. 12, s. 3 (1). Transfer of assets and liabilities (2)All rights, obligations, assets and liabilities of Orthopaedic and Arthritic Hospital and Sunnybrook Hospital are the rights, obligations, assets and liabilities of the corporation and the corporation stands in the place of Orthopaedic and Arthritic Hospital and Sunnybrook Hospital for all purposes. 1998, c. 12, s. 3 (2).
Transfer of Women’s College Hospital’s assets and liabilities
4.(1)On the day this Act comes into force, the rights, obligations, assets and liabilities of Women’s College Hospital, as they were immediately before the day this Act comes into force, become the rights, obligations, assets and liabilities of the corporation. 1998, c. 12, s. 4 (1). Transfer of medical records (2)Any medical records kept and maintained by Women’s College Hospital shall be transferred to the corporation in a manner that will protect the privacy of the records. 1998, c. 12, s. 4 (2). Proceedings (3)On the day this Act comes into force, the corporation replaces Women’s College Hospital as a party to any ongoing proceeding. 1998, c. 12, s. 4 (3). Claims (4)Claims that may be made by or against Women’s College Hospital as a result of circumstances, events or activities that occurred before the day this Act comes into force shall be made by or against the corporation on or after the day this Act comes into force. 1998, c. 12, s. 4 (4). Employees (5)Persons who, immediately before the day this Act comes into force, were employees of Women’s College Hospital become, on the day this Act comes into force, employees of the corporation. 1998, c. 12, s. 4 (5). Application of Public Sector Labour Relations Transition Act, 1997 (6)The Public Sector Labour Relations Transition Act, 1997 applies to the transfer of assets and liabilities under this section as though the transfer occurred as part of the amalgamation under section 3 and for the purpose of the application of that Act to the transfer of assets and liabilities and the amalgamation, (a) Orthopaedic and Arthritic Hospital, Sunnybrook Hospital and Women’s College Hospital are the predecessor employers; (b) the corporation is the successor employer; and (c) the day this Act comes into force is the changeover date. 1998, c. 12, s. 4 (6).
Powers
6.The corporation has the capacity and the rights, powers and privileges of a natural person. 1998, c. 12, s. 6.
No members
7.The corporation has no members. 1998, c. 12, s. 7.
Objects
8.(1)The objects of the corporation are, (a) to operate and maintain an academic centre of excellence that, in partnership with its communities and fully-affiliated with the University of Toronto, ensures a full range of high-quality, value-based, patient-centred services and that is a leader in women’s health; (b) to operate, maintain and equip health care and hospital facilities and programs; and (c) to operate among other priority programs, the programs referred to in subsection (2) and the programs referred to in subsection (3). 1998, c. 12, s. 8 (1). Programs (2)The corporation shall establish and operate a musculoskeletal program and a women’s health program as priority programs. 1998, c. 12, s. 8 (2). Ambulatory care women’s health programs (3)The corporation shall establish ambulatory care women’s health programs, including a sexual assault care centre, at a facility to be located at 76 Grenville Street in the City of Toronto. 1998, c. 12, s. 8 (3). Change of location (4)The location of the facility provided for under subsection (3) may be changed by agreement of the corporation and Women’s College Hospital or, failing an agreement, in accordance with a dispute resolution mechanism which shall be provided for in the agreement referred to in subsection (6). 1998, c. 12, s. 8 (4). Name of facility (5)The name of the facility referred to in subsection (3) shall be the Women’s College Hospital Ambulatory Care Centre, unless changed in accordance with subsection (7). 1998, c. 12, s. 8 (5). Management agreement (6)The corporation shall enter into an agreement with Women’s College Hospital for the management and operation of the programs referred to in subsection (3). 1998, c. 12, s. 8 (6). Change of name or to agreement (7)The name of the facility may be changed, and the agreement referred to in subsection (6) may be amended, only with the written consent of Women’s College Hospital and the written consent of the corporation, which consent shall be given only if approved by a special resolution of the board. 1998, c. 12, s. 8 (7). Termination of agreement (8)The agreement referred to in subsection (6) shall not be unilaterally terminated by either party and shall continue unless terminated in accordance with its provisions. 1998, c. 12, s. 8 (8).
Committees
9.(1)Subject to subsection (3), the corporation shall establish and maintain the following committees: 1. A women’s health committee. 2. A musculoskeletal committee. 3. A veterans committee. 1998, c. 12, s. 9 (1). Same, composition (2)The composition and mandate of the committees referred to in subsection (1) shall be in accordance with the by-laws of the corporation and approved by a special resolution of the board. 1998, c. 12, s. 9 (2). Dissolution of committees (3)The board may, by special resolution, dissolve or change the name of a committee referred to in subsection (1). 1998, c. 12, s. 9 (3). Delegation of board’s powers (4)The board may, by special resolution, delegate to its committees such powers of the board as it deems appropriate. 1998, c. 12, s. 9 (4).
Change in board’s composition
11.The board may, by special resolution, (a) change the composition of the board as set out in subsection 10 (1); (b) change the requirements of subsection 10 (10) or provide that those requirements no longer apply; and (c) change the requirements of subsection 10 (11) or (14) or provide that those requirements no longer apply to a group of directors described in paragraph 1, 2 or 3 of subsection 10 (11). 1998, c. 12, s. 11.
Special resolution
12.(1)A special resolution shall be approved by the majority of the directors who are present at a meeting of directors and are entitled to vote on the resolution and by, (a) the majority of the directors appointed under clause 10 (1) (a) who are entitled to vote on the resolution; (b) the majority of the directors appointed under clauses 10 (1) (b) and (c) who are entitled to vote on the resolution; (c) the majority of the directors appointed under clause 10 (1) (d) who are entitled to vote on the resolution; and (d) the director referred to in clause 10 (1) (e) if he or she is entitled to vote on the resolution. 1998, c. 12, s. 12 (1). Entitled to vote (2)For the purposes of subsection (1), a person is entitled to vote on a resolution so long as the person is not in a position of conflict of interest with respect to the subject-matter of the resolution. 1998, c. 12, s. 12 (2). Manner of approval (3)The approval of a director required under clauses (1) (a) to (d) may be given at a meeting of the board or in writing at any other time. 1998, c. 12, s. 12 (3). Where approval not required (4)Despite subsection (1), the approval of the director referred to in clause (1) (d) or of the majority of a group of directors referred to in clause (1) (a), (b) or (c) is not required to approve a special resolution if, (a) in the case of the director referred to in clause (1) (d), he or she is not entitled to vote on the resolution due to a conflict of interest; or (b) in the case of a group of directors referred to in clause (1) (a), (b) or (c), all the directors in the group are not entitled to vote on the resolution due to a conflict of interest. 1998, c. 12, s. 12 (4). Approval of director under cl. (1) (d) (5)The director referred to in clause (1) (d) shall, in voting on a special resolution, act in accordance with the instructions of the University. However, a special resolution is not invalid merely because it is later discovered that the director referred to in clause (1) (d) did not, in voting on the resolution, act in accordance with the instructions of the University. 1998, c. 12, s. 12 (5). Changes to special resolution mechanism (6)If the board passes a special resolution that changes the composition of the board, it may, by special resolution, make such changes to the requirements for approval of a special resolution set out in subsection (1) as it considers appropriate to accommodate the changes in the board’s composition. 1998, c. 12, s. 12 (6). Amendments, etc., to by-laws and special resolutions (7)A by-law or resolution that is required under this Act to be approved by special resolution may be amended or repealed only by a special resolution of the board. 1998, c. 12, s. 12 (7).
First directors’ term
13.(1)The first directors of the corporation appointed under clauses 10 (1) (a), (b), (c), (d) and (h) shall be appointed for a term of three years, despite subsection 12 (4) of the Public Hospitals Act or any by-law of the corporation. 1998, c. 12, s. 13 (1). Reappointment (2)Directors shall serve until their successors are appointed and may be reappointed subject to any restrictions set out in the by-laws. 1998, c. 12, s. 13 (2). Eligibility (3)No member of the medical staff, midwifery staff, dental staff or employee of the corporation is eligible to be a director unless he or she is a director appointed under clause 10 (1) (f), (g) or (i). 1998, c. 12, s. 13 (3). Same (4)A person is not eligible to be a director if the person is, (a) of unsound mind and has been so found by a court in Canada or elsewhere; or (b) not an individual. 1998, c. 12, s. 13 (4). Disqualification (5)A director who ceases to be eligible under clause (4) (a) or under subsection 286 (5) of the Corporations Act shall be deemed to have resigned as director as of the day he or she is found to be of unsound mind by a court or as of the day he or she is declared bankrupt, as the case may be. 1998, c. 12, s. 13 (5). Removal (6)A director who has been absent from any three consecutive meetings of the board or from more than one-third of the meetings of the board held in any consecutive twelve-month period may be removed from the office of director prior to the expiry of his or her term by a resolution of the board. 1998, c. 12, s. 13 (6). Entitlement to hold office (7)A director is entitled to hold office until the end of his or her term, subject to subsections (5) and (6). 1998, c. 12, s. 13 (7). Vacancies (8)Vacancies among the directors appointed under clauses 10 (1) (a), (b), (c), (d) and (h) shall be filled by the person who made the original appointment and the persons appointed to fill the vacancies shall hold office until the end of the term of the vacating director. 1998, c. 12, s. 13 (8).
Quorum
14.A majority of the voting directors constitutes a quorum unless otherwise provided by by-law. However, in no event shall the by-laws provide for a quorum of less than two-fifths of the voting directors. 1998, c. 12, s. 14.
No remuneration
15.The directors shall serve as such without remuneration but may be paid for reasonable expenses incurred by them in the performance of their duties as directors in the amount approved by the board. 1998, c. 12, s. 15.
Duties of directors
16.(1)Every director of the corporation shall in exercising his or her powers and in discharging his or her duties, (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 1998, c. 12, s. 16 (1). No conflict of interest (2)A director shall not be prevented from participating in debates of the board or voting on resolutions before the board solely on the basis that, (a) in the case of a director referred to in clause 10 (1) (a), (b), (c), (d), (h), or (i), the person who appointed the director to the board or recommended the director for appointment to the board has an interest in the subject-matter before the board; or (b) in the case of a director referred to in clause 10 (1) (e), the University has an interest in the subject-matter before the board. 1998, c. 12, s. 16 (2). Same (3)A director shall not be prevented from participating in a debate of the board regarding a resolution referred to in subsection (4) or from voting on such a resolution solely on the basis that, (a) in the case of a director referred to in clause 10 (1) (a), (b), (c) or (d), he or she is also a director of the corporation that appointed him or her to the board or that recommended him or her for appointment to the board and that corporation has an interest in the subject-matter of the resolution; or (b) in the case of a director referred to in clause 10 (1) (e), he or she is a member of the University and the University has an interest in the subject-matter of the resolution. 1998, c. 12, s. 16 (3). Application (4)Subsection (3) applies to, (a) a special resolution; (b) a resolution appointing the chief operating officer or the chief executive officer of a program referred to in subsection 8 (2) or (3); (c) a resolution respecting the sale or transfer of lands or buildings referred to in subsection 19 (1) or the proceeds from such a sale or transfer; and (d) a resolution referred to in subsection 19 (3). 1998, c. 12, s. 16 (4). No conflict of interest, director under cl. 10 (1) (e) (5)A director referred to in clause 10 (1) (e) who acts on the instructions of the University does not, on that basis alone, contravene his or her duties under subsection (1). 1998, c. 12, s. 16 (5).
Electronic communications
17.(1)The corporation may by by-law provide for meetings of the board to be held by means of telephone, electronic or other communications facilities which permit persons participating in a meeting to communicate with each other simultaneously and instantaneously and a person so participating in such a meeting shall be deemed to be present at that meeting. 1998, c. 12, s. 17 (1). Resolution (2)A resolution in writing, signed by all the persons who would be entitled to vote on that resolution at a meeting of the board or a committee of the board is as valid as if it had been passed at a meeting of the board or committee. 1998, c. 12, s. 17 (2).
Investment powers
18.Subject to any express terms of a specific trust, the board may, (a) invest the corporation’s funds in such investments as the board considers advisable without being limited to those investments authorized for trustees under the Trustee Act; and (b) combine trust moneys from various trusts held by the corporation into a common trust fund. 1998, c. 12, s. 18.
Restriction on sale of lands or buildings
19.(1)Subject to subsection (3), the corporation shall not sell or otherwise transfer any lands or buildings that, before the day this Act comes into force, were owned by Women’s College Hospital or Orthopaedic and Arthritic Hospital without the written consent of, (a) in the case of lands and buildings that were owned by Women’s College Hospital, a majority of the directors appointed under clause 10 (1) (a); and (b) in the case of lands and buildings that were owned by Orthopaedic and Arthritic Hospital, a majority of the directors appointed under clauses 10 (1) (b) and (c). 1998, c. 12, s. 19 (1). Proceeds from sale (2)Subject to subsection (3), the proceeds from a sale or transfer referred to in subsection (1) shall not be part of the general revenues of the corporation but shall be directed to capital expenditures of the corporation which, (a) in the case of proceeds from the sale or transfer of lands or buildings that were owned by Women’s College Hospital, are of interest to Women’s College Hospital; and (b) in the case of proceeds from the sale or transfer of lands or buildings that were owned by Orthopaedic and Arthritic Hospital, are of interest to Orthopaedic and Arthritic (OAC) Corporation. 1998, c. 12, s. 19 (2). Exception (3)The board may, by a resolution approved by two-thirds of the votes cast at a meeting of the board, modify or remove any of the conditions described in subsection (1) or (2) relating to the sale or transfer of particular lands or buildings or to the use of proceeds from such a sale or transfer and may substitute conditions as it sees fit. However, the board shall not do so while such lands or buildings are used for the purposes of a program referred to in subsection 8 (2) or (3). 1998, c. 12, s. 19 (3). Same (4)For greater certainty, the board shall not modify or remove a condition described in subsection (1) or (2) relating to the sale or transfer of lands or buildings at 76 Grenville Street in the City of Toronto, (a) while the lands or buildings are used for the purposes of the programs referred to in subsection 8 (3); and (b) unless the location of those programs is changed in accordance with subsection 8 (4). 1998, c. 12, s. 19 (4). Application of subs. 4 (4) of Public Hospitals Act (5)Nothing in this section shall be interpreted to limit the application of subsection 4 (4) of the Public Hospitals Act. 1998, c. 12, s. 19 (5).
Exemption from expropriation
20.Any real property or interest in real property held by the corporation that was, immediately before the day this Act comes into force, held by Sunnybrook Hospital and used for hospital purposes shall not be entered upon or used by any corporation other than a municipal corporation and shall not be subject to expropriation by any person other than a municipality. 1998, c. 12, s. 20.
Exemption from taxation
21.(1)All real and personal property vested in the corporation and all lands and premises leased to or occupied by the corporation shall not be liable to taxation for provincial, municipal or school purposes, and shall be exempt from every description of taxation so long as the same are actually used and occupied for the purposes of the corporation. 1998, c. 12, s. 21 (1). Same (2)The Retail Sales Tax Act and the Land Transfer Tax Act do not apply to any transfer of property under subsection 4 (1). 1998, c. 12, s. 21 (2).
Transition, medical staff
22.Subject to the Public Hospitals Act and to the by-laws of the corporation, each person who is a member of the medical staff, dental staff and midwifery staff of Orthopaedic and Arthritic Hospital, Sunnybrook Hospital or Women’s College Hospital continues as a member of such staff of the corporation and continues to hold the same privileges as the person held at Orthopaedic and Arthritic Hospital, Sunnybrook Hospital or Women’s College Hospital, as the case may be. 1998, c. 12, s. 22.
Letters patent revoked
23.The letters patent of Orthopaedic and Arthritic Hospital are revoked. 1998, c. 12, s. 23. 24. Omitted (amends or repeals other Acts). 1998, c. 12, s. 24. 25. Omitted (provides for coming into force of provisions of this Act). 1998, c. 12, s. 25. 26. Omitted (enacts short title of this Act). 1998, c. 12, s. 26. ______________ Français
Letters patent revoked
24. Omitted (amends or repeals other Acts). 1998, c. 12, s. 24. 25. Omitted (provides for coming into force of provisions of this Act). 1998, c. 12, s. 25. 26. Omitted (enacts short title of this Act). 1998, c. 12, s. 26. ______________ Français
Letters patent revoked
25. Omitted (provides for coming into force of provisions of this Act). 1998, c. 12, s. 25. 26. Omitted (enacts short title of this Act). 1998, c. 12, s. 26. ______________ Français
Letters patent revoked
26. Omitted (enacts short title of this Act). 1998, c. 12, s. 26. ______________ Français