Bill 51, Sunnybrook and Women's College Health Sciences Centre Act, 1998

Witmer, Hon. Elizabeth Minister of Health

Versions

B051_E

Bill 51 1998

An Act to amalgamate Sunnybrook Hospital and Orthopaedic and Arthritic Hospital and to transfer all assets and liabilities of Women's College Hospital to the amalgamated hospital

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

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.

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")

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.

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.

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.

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.

Proceedings

(3) On the day this Act comes into force, the corporation replaces Women's College Hospital as a party to any ongoing proceeding.

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.

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.

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

Gifts, etc., to hospitals

5. (1) All gifts, trusts, bequests, devises and grants of property to Orthopaedic and Arthritic Hospital, Sunnybrook Hospital and Women's College Hospital shall be deemed to be gifts, trusts, bequests, devises and grants of property to the corporation.

Use of gifts, etc., to certain hospitals

(2) All gifts, trusts, bequests, devises and grants of property to Orthopaedic and Arthritic Hospital and Women's College Hospital which are deemed to be gifts, trusts, bequests, devises and grants of property to the corporation under subsection (1) shall,

(a) in the case of gifts, trusts, bequests, devises and grants of property to Orthopaedic and Arthritic Hospital, be used for purposes of the musculoskeletal program referred to in subsection 8 (2) and of the Orthopaedic and Arthritic Institute operated by the corporation; and

(b) in the case of gifts, trusts, bequests, devises and grants of property to Women's College Hospital, be used for purposes of the women's health programs referred to in subsections 8 (2) and (3).

Gifts, etc., to Orthopaedic and Arthritic Hospital Foundation

(3) All gifts, trusts, bequests, devises and grants of property to Orthopaedic and Arthritic Hospital Foundation for the benefit of Orthopaedic and Arthritic Hospital shall be deemed to be gifts, trusts, bequests, devises and grants of property to the foundation for the benefit of the corporation and, subject to subsection (6), the property shall be used for such purposes within the corporation's objects as may be specified by the foundation.

Gifts, etc., to Sunnybrook Foundation

(4) All gifts, trusts, bequests, devises and grants of property to The Sunnybrook Foundation for the benefit of Sunnybrook Hospital shall be deemed to be gifts, trusts, bequests, devises and grants of property to the foundation for the benefit of the corporation and, subject to subsection (6), the property shall be used for such purposes within the corporation's objects as may be specified by the foundation.

Gifts, etc., to Women's College Hospital Foundation

(5) All gifts, trusts, bequests, devises and grants of property to Women's College Hospital Foundation for the benefit of Women's College Hospital shall be deemed to be gifts, trusts, bequests, devises and grants of property to the foundation for the benefit of the corporation and, subject to subsection (6), the property shall be used for such purposes within the corporation's objects as may be specified by the foundation.

Specified purpose

(6) If a will, deed or other document by which a gift, trust, bequest, devise or grant referred to in subsection (1), (3), (4) or (5) is made indicates that the property is to be used for a specified purpose, the property shall be used for that purpose.

Gifts to foundation, no specified use

(7) If a will, deed or other document by which a gift, trust, bequest, devise or grant of property is made to a foundation referred to in subsection (3), (4) or (5) does not specify that it is for the benefit of the relevant hospital, the foundation may, in the absence of any contrary intention set out in the will, deed or document, use it for the benefit of the corporation or for any other purpose within the objects of the foundation.

Timing

(8) Subsections (1), (3), (4), (5) and (7) apply whether the will, deed or document, by which the gift, trust, bequest, devise or grant is made, is made before or after the day this Act comes into force.

Powers

6. The corporation has the capacity and the rights, powers and privileges of a natural person.

No members

7. The corporation has no members.

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).

Programs

(2) The corporation shall establish and operate a musculoskeletal program and a women's health program as priority programs.

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.

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).

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).

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).

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.

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.

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.

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.

Dissolution of committees

(3) The board may, by special resolution, dissolve or change the name of a committee referred to in subsection (1).

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.

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;

(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.

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).

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).

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).

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.

Chief executive officer non-voting

(6) The chief executive officer of the corporation shall be a non-voting director.

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.

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).

Female representation

(9) The majority of the voting directors shall be women.

Same

(10) Subject to section 11, at least one of the directors appointed under clause (1) (f) shall be a woman.

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.

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).

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.

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.

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.

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.

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.

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).

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;

(d) the director referred to in clause 10 (1) (e) if he or she is entitled to vote on the resolution.

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.

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.

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.

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.

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.

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.

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.

Reappointment

(2) Directors shall serve until their successors are appointed and may be reappointed subject to any restrictions set out in the by-laws.

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).

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.

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.

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.

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).

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.

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.

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.

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.

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.

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.

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).

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).

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.

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.

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.

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).

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.

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).

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).

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.

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.

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.

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).

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.

Letters patent revoked

23. The letters patent of Orthopaedic and Arthritic Hospital are revoked.

Repeals

24. The following are repealed:

1. The Sunnybrook Hospital Act, 1966, being chapter 150 of the Statutes of Ontario, 1966.

2. The Sunnybrook Hospital Amendment Act, 1972, being chapter 71 of the Statutes of Ontario, 1972.

Commencement

25. This Act comes into force on the day it receives Royal Assent.

Short title

26. The short title of this Act is the Sunnybrook and Women's College Health Sciences Centre Act, 1998.

Office of the Legislative Assembly of Ontario

Toronto, Ontario, Canada.