Public Hospital Foundations Act, 1995
EXPLANATORY NOTES
The Bill establishes a foundation for each public hospital in Ontario or group of public hospitals in Ontario as designated by the regulations. Each foundation is a Crown agency and a corporation without share capital.
The objects of a foundation are to solicit, receive, manage, transfer and distribute real and personal property to support education, research or any other purpose of the public hospital or the group of public hospitals for which the foundation is established.
Bill1995
An Act to establish Public Hospital Foundations
Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:
Foundations established
1. (1) A foundation is established for,
(a) each group of public hospitals in Ontario that the regulations made under this Act designate as a group for the purpose of this subsection; and
(b) each public hospital in Ontario that does not belong to a group of public hospitals mentioned in clause (a).
Addition to a group
(2) If a public hospital for which a foundation is established is designated as part of a group of public hospitals for the purpose of subsection (1), the foundation ceases to exist and its assets and liabilities become assets and liabilities of the foundation established for the group on the terms prescribed by the regulations made under this Act.
Removal from a group
(3) If one or more, but not all, of the public hospitals that form part of a group of public hospitals for the purpose of subsection (1) are designated as no longer part of the group, the assets and liabilities of the foundation established for the group are amended on the terms prescribed by the regulations made under this Act.
Dissolution of a group
(4) If all of the public hospitals that form part of a group of public hospitals for the purpose of subsection (1) are designated as no longer part of the group, the foundation established for the group ceases to exist and its assets and liabilities become assets and liabilities of each of the foundations established for the hospitals on the terms prescribed by the regulations made under this Act.
Crown agency
2. A foundation is for all its purposes an agent of Her Majesty and may exercise its powers only as an agent of Her Majesty.
Corporation
3. (1) Each foundation is a corporation without sharecapital.
Composition
(2) Each foundation is composed of the members of its board of directors.
Corporations Act
(3) The Corporations Act does not apply to a foundation, except as provided by the regulations made under this Act.
Corporations Information Act
(4) The Corporations Information Act does not apply to a foundation.
Objects
4. The objects of each foundation are to solicit, receive, manage, transfer and distribute real and personal property to support education, research or any other purpose of the public hospital or the group of public hospitals for which the foundation is established.
Powers
5. (1) Subject to this section, a foundation has all the capacity and powers of a natural person for the purpose of carrying out its objects.
Use of money received
(2) A foundation may use the money and other property that it receives for the purpose of carrying out its objects, subject to the terms under which the money or property was given to the foundation.
Investing
(3) A foundation may not invest its money unless,
(a) the investment is one which a trustee may make under section 26 or 27 of the Trustee Act; or
(b) the Minister of Finance has approved the investment.
Borrowing
(4) A foundation may not borrow money and give security against its property except with the approval of the Minister of Finance.
Collection of personal information
(5) A foundation may collect personal information within the meaning of section 38 of the Freedom of Information and Protection of Privacy Act for the purpose of carrying out its objects.
Liability insurance
(6) A foundation may purchase and maintain insurance for its benefit against any liability that it incurs with respect to its real and personal property.
Board of directors
6. (1) The affairs of each foundation are under the control and management of its board of directors.
Composition
(2) The board of directors shall be composed of not fewer than five and no more than 11 members.
Appointment
(3) The Lieutenant Governor in Council shall appoint the members of the board from a list of not fewer than 20 nominees submitted by the public hospital or the group of public hospitals for which the foundation is established.
Term of office
(4) The members of the board shall be appointed to hold office for terms not exceeding three years and may be reappointed.
Vacancy
(5) If a member of the board dies or is unable or unwilling to act, the Lieutenant Governor in Council shall appoint a replacement for the remainder of the term of office.
Remuneration
(6) The members of the board shall not receive any remuneration, but a foundation may reimburse members of the board for their reasonable expenses.
Chair
(7) The Minister of Health shall designate one of the members of the board as the chair of the board and may designate another member as the vice-chair of the board.
Duty of chair
(8) The chair shall preside over all meetings of the board.
Acting chair
(9) If the chair is absent or unable to act or if the office is vacant, the vice-chair shall exercise and perform the powers and duties of the chair.
Quorum
(10) A majority of the members of the board constitutes a quorum.
By-laws
(11) The board may pass by-laws regulating its proceedings, specifying the powers and duties of the officers and employees of the foundation and generally for the control and management of the affairs of the foundation.
Policy directives
7. (1) With the approval of the Lieutenant Governor in Council, the Minister of Health may issue policy directives on matters relating to a foundation's exercise of its powers and duties.
Consultation
(2) Before issuing a policy directive, the Minister shall consult with the board of directors of the foundation with respect to the content and effect of the directive on the Foundation.
Notice
(3) Upon issuing a policy directive, the Minister shall cause it to be published in The Ontario Gazette and shall give or cause to be given notice of the directive to all members of the Assembly.
Best interests
(4) Compliance with a policy directive shall be deemed to be in the best interests of the foundation.
Implementation
(5) The members of the board of directors shall ensure that policy directives are implemented promptly and efficiently.
Power
(6) A foundation may do such things as in its opinion are necessary, usual or incidental to the furtherance of the objectives set out in a policy directive.
Employees
8. (1) A foundation may,
(a) establish positions, salaries, benefits and other remuneration for such persons as the board of directors of the foundation considers necessary for the proper conduct of the affairs of the foundation;
(b) employ or contract for the services of the persons mentioned in clause (a); and
(c) pay the salaries, benefits and other remuneration of the persons mentioned in clause (a).
Directors
(2) A person mentioned in clause (1) (a) may include a member of the board of directors of the foundation.
No Crown employees
(3) A person whom a foundation employs or for whose services a foundation contracts shall not be deemed to be a Crown employee.
No personal liability
9. (1) No action or other proceeding for damages may be instituted against a member or former member of the board of directors of a foundation or a person appointed to the service of a foundation for any act done in good faith in the execution or intended execution of the person's duty or for any alleged neglect or default in the execution in good faith of the person's duty.
Crown liability
(2) Despite subsections 5 (2) and (4) of the Proceedings Against the Crown Act, subsection (1) does not relieve the Crown of liability in respect of a tort committed by a person mentioned in subsection (1) to which it would otherwise be subject.
Accounting
10. (1) Each foundation shall establish and maintain an accounting system satisfactory to the Minister of Health.
Auditors
(2) The board of directors of each foundation shall appoint one or more auditors licensed under the Public Accountancy Act to audit the accounts and financial transactions of the foundation annually.
Other auditors
(3) In addition to the auditors mentioned in subsection (2), the Provincial Auditor and one or more auditors licensed under the Public Accountancy Act and appointed by the Minister may audit the accounts and financial transactions of a foundation.
Financial year
11. (1) The financial year of each foundation begins on April 1 in each year and ends on March 31 in the following year.
Annual report
(2) Following the end of each financial year, each foundation shall make an annual report to the Minister of Health on the affairs of the foundation.
Financial statement
(3) The annual report shall include an audited financial statement.
Tabling
(4) The Minister shall submit the annual report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at the next session.
Other reports
(5) A foundation shall submit to the Minister such reports, other than the annual report, as the Minister may require.
Winding up
12. (1) If a public hospital for which a foundation has been established is wound up, the foundation ceases to exist and the assets and liabilities of the foundation become assets and liabilities of the hospital in the winding up.
Same, group
(2)If all of the public hospitals in a group of public hospitals for which a foundation has been established under this Act are wound up, the foundation ceases to exist; the assets and liabilities of the foundation become assets and liabilities of each of the hospitals in the winding up on the terms prescribed by the regulations made under this Act.
Regulations
13. The Lieutenant Governor in Council may make regulations,
(a) designating a group of public hospitals as a group for the purpose of subsection 1 (1);
(b) prescribing the name of a foundation established by this Act;
(c) making a provision of the Corporations Act applicable to a foundation;
(d) authorizing a foundation to collect personal information within the meaning of section 38 of the Freedom of Information and Protection of Privacy Act in a manner other than directly from the individual to whom the information relates, and regulating the manner in which the information is collected;
(e) prescribing anything in this Act that is mentioned as being prescribed.
Commencement
14. This Act comes into force on a day to be named by proclamation of the Lieutenant Governor.
Short title
15. The short title of this Act is the Public Hospital Foundations Act, 1995.