Notes to Article 8 Committees Section Reference or Comment The Board may wish to include Committee Terms of Reference in the By-law, but note that including them in the By-law will necessitate a By-law amendment in order to alter them, which would not otherwise be required. Examples of Committee Terms of Reference are included in the Guide to Good Governance. 8.5 CA, s. 70; PHA, s. 15 Notes to Article 9 Officers Section Reference or Comment 9.1 CA, s. 289 (1), (2), s. 290, s. 291 (1) A corporation is required to have a President and a Secretary. The President must be a director. The practice for Hospitals is to have a Chair who is also a director. Other officers typically include one or more Vice Chairs. There is no requirement to have a Treasurer. Notes to Article 10 Duties of Officers Section Reference or Comment 10.1 The By-law provides the Chair to be elected annually for one (1) year terms with a maximum of two (2) consecutive years. The term of the Chair may be extended by a two-thirds (2/3) resolution of the Board provided that the Chair may serve no longer than four (4) years. In many cases a term of only one (1) year is thought to be too short for a Chair. Most Boards provide for a Chair to serve a term of two (2) or three (3) years. The By-law allows for a slightly longer term but it is an optional provision, at the discretion of the Board. The By-law does not contemplate that the immediate past chair is an “officer” of the Board however such person would continue to be a director if they were otherwise eligible to so serve. Notes to Article 11 Organization and Financial Section Reference or Comment
Notes to Article 8 Committees Section Reference or Comment The Board may wish to include Committee Terms of Reference in the By-law, but note that including them in the By-law will necessitate a By-law amendment in order to alter them, which would not otherwise be required. Examples of Committee Terms of Reference are included in the Guide to Good Governance. 8.5 CA, s. 70; PHA, s. 15 Notes to Article 9 Officers Section Reference or Comment 9.1 CA, s. 289 (1), (2), s. 290, s. 291 (1) A corporation is required to have a President and a Secretary. The President must be a director. The practice for Hospitals is to have a Chair who is also a director. Other officers typically include one or more Vice Chairs. There is no requirement to have a Treasurer. Notes to Article 10 Duties of Officers Section Reference or Comment 10.1 The By-law provides the Chair to be elected annually for one (1) year terms with a maximum of two (2) consecutive years. The term of the Chair may be extended by a two-thirds (2/3) resolution of the Board provided that the Chair may serve no longer than four (4) years. In many cases a term of only one (1) year is thought to be too short for a Chair. Most Boards provide for a Chair to serve a term of two (2) or three (3) years. The By-law allows for a slightly longer term but it is an optional provision, at the discretion of the Board. The By-law does not contemplate that the immediate past chair is an “officer” of the Board however such person would continue to be a director if they were otherwise eligible to so serve. Notes to Article 11 Organization and Financial Section Reference or Comment
Hospital%20Prototype%20Corporate%20By-Law%20(2018).docx