The following information has been excerpted directly from the current By-Laws;

Qualifications

Except as where otherwise provided in this By-law or unless authorized by resolution of the Board:

1. No member of the Medical Staff, Dental Staff or Midwifery Staff of the Hospital shall be eligible for election or appointment to the Board.
2. No employee of the Hospital shall be eligible for election or appointment to the Board.
3. No spouse, child, parent, brother or sister of any person included in (a) or (b) of this paragraph 13, nor the spouse of any such child, parent, brother or sister shall be eligible for election or appointment to the Board.
4. No person having an interest in a contract for services with the Corporation at the time of election or appointment of Governors shall be eligible for election or appointment as a Governor of the Corporation and no immediate relative of any such person shall be eligible at such time for such election or appointment.

Conflict of Interest

In this Section, and for the purposes of this Bylaw:

1.  
   1. “Associates” includes the parents, siblings, spouse or common law partner of the Governors as well as any organization, agency, company or individual (such as a business partner) with a formal relationship to a Governor;
   2.  “Conflict of Interest” means any situation in which another interest or relationship impairs the ability of a Governor to carry out the duties and responsibilities of a Governor in an actual, potential, or perceived manner. Conflict of Interest includes, without limitation, the following areas that may give rise to a Conflict of Interest for the Governors of the Corporation, namely:
      1. Pecuniary or financial interest – a Governor is said to have a pecuniary or financial interest in a decision when the Governor (or an Associate) stands to gain by that decision, either in the form of money, gifts, favours, gratuities, or other special considerations;
      2. Undue influence – interests that impede a Governor in his or her duty to promote the greater interest of the whole community served by the Corporation – participation or influence in Board decisions that selectively and disproportionately benefits particular agencies, companies and organizations, professional groups, or client from particular demographic, geographic, political, socio-economic, cultural, or other groups is a violation of the Governor’s entrusted responsibility to the community at large; or
      3. Adverse Interest – A Governor is said to have an adverse interest to the Corporation when that Governor is a party to a claim, application or proceeding against the Corporation.
2.  
   1. Every Governor who, either directly or through one of his or her Associates, has, or thinks he or she may potentially have, a Conflict of Interest shall disclose the nature and extent of the interest at a meeting of the Board.
   2.  A conflict of interest may occur with respect to a proposed or current contract, transaction, matter or decision of the Corporation, or any other matter that competes for the interest of the Governor.
   3. Governors must avoid actual or potential conflict of interest, including but not limited to those identified in the definition of "Conflict of Interest" in this Bylaw.
   4. The declaration of actual or potential conflict of interest shall be disclosed at the meeting of the Board at which the contract, transaction, matter or decision is first raised.
   5. If the Governor (or his or her Associates) becomes interested in a contract, transaction, matter or decision after the Board meeting at which it is first raised, the Governor shall make a declaration at the next Board meeting.
   6. In the case of an existing contract, transaction, matter or decision the declaration shall be made at the first meeting of the Board after the member becomes a Governor or the interest comes into being.
   7. If a Governor has made a declaration of interest in compliance with this Bylaw, the Governor is not accountable to the Corporation for any profit he or she may realize from the contract, transaction, matter or decision.
   8. If the Governor fails to make a declaration of his or her interest in a contract, transaction, matter or decision as required by this Bylaw, this shall be considered grounds for termination of his or her position as a Governor and Member of the Corporation.
   9. The failure of any Member to comply with the Conflict of Interest Bylaw of the Corporation does not, in or of itself, invalidate any contract, transaction, matter or decision undertaken by the Board of Governors.
   10. If a Governor believes that any other Governor is in a Conflict of Interest position with respect to any contract, transaction, matter or decision, the Governor shall have the concern recorded in the minutes. Thereafter, at the request of the Governor who recorded the initial concern, the Board shall, after the Governor alleged to have a conflict has absented himself or herself from the room, vote on whether the Governor alleged to have a Conflict of Interest is, in the opinion of the Board, in a Conflict of Interest. If the Board so finds the person in a Conflict of Interest, the Board member shall absent himself or herself during any subsequent discussion or voting process relating to or pertaining to the conflict. The question of whether or not a Governor has a Conflict of Interest shall be determined by a simple majority of the Board and shall be final.
   11. If the Board finds that the person is not in conflict, the Board will then vote on the contract, transaction, matter or decision and the votes of each Governor shall be recorded.
   12. Every declaration of a Conflict of Interest and the general nature thereof shall be recorded in the minutes by the Board.

Responsibilities of the Board

The Board shall govern and supervise the management of the affairs of the Corporation and shall:

1. develop and review on a regular basis the mission, objectives and strategic plan of the Hospital in relation to the provision, within available resources, of appropriate programs and services in order to meet the needs of the community;
2. establish procedures for monitoring compliance with the requirements of the Act, the Hospital Management regulation thereunder, the by-laws of the Hospital and other applicable legislation;
3. work collaboratively with other community agencies and institutions in meeting the needs of the community;
4. establish the selection process for the appointment of the President and appoint the President in accordance with the process and ensure the ongoing evaluation of the President;
5. delegate responsibility and concomitant authority to the President for the management and operation of the Hospital and require accountability to the Board;
6. appoint the Chief of Staff in accordance with the provisions of this By-law and ensure the ongoing evaluation of the Chief of Staff
7. delegate responsibility and concomitant authority to the Chief of Staff for the supervision of the practice of Medicine, Dentistry and Midwifery in the Hospital and require accountability to the Board;
8. appoint and re-appoint physicians to the Medical Staff of the Hospital, and delineate the respective privileges upon consideration of the recommendation of the Medical Advisory Committee, in accordance with legislative and by-law requirements;
9. assess and monitor, through the Medical Staff organization, the acceptance by each member of the Medical Staff of responsibility to the patient and to the Hospital concomitant with the privileges and duties of the appointment and with the By-laws of the Hospital;
10. review regularly the function of the Hospital in relation to the objects of the Corporation as stated in the Articles of Incorporation and By-laws, and account to the Members of the Corporation for its responsibility at the annual general meeting;
11. ensure that the services which are provided have properly qualified staff and appropriate facilities;
12. ascertain that methods are established for the regular evaluation of the quality of care, and hospital services in relation to generally accepted standards, and provide for submission of reports on a regular basis;
13. provide for the operation of an occupational health and safety program for the Hospital;
14. provide for the operation of a health surveillance program including a communicable disease surveillance program in respect of all persons carrying on activities in the Hospital;
15. establish a Fiscal Advisory Committee to make recommendations to the Board on the operation, use and staffing of the Hospital, comprised of:
    1. the Chief Executive Officer;
    2. one person representing the professional staff;
    3. one person representing Managers within the Corporation;
    4. one person representing employees; and
    5. such other persons as are appointed by the Chief Executive Officer;
16. approve procedures to encourage the donation of organs and tissues; and
17. ensure and provide for the participation of nurses on committees.

Public Statements and Confidentiality

1. Unless the Board withholds such authority, the Chair, the Vice-Chair in the absence of the Chair, and the Chief Executive Officer have the authority to make statements to the news media, or public or within a public forum, on any matters concerning the Hospital. No other persons shall have the authority to comment to the news media or public or within a public forum on any matters concerning the Hospital unless authorized by the Chair of the Board or by the Chief Executive Officer.
2. Every Governor shall respect the confidentiality of matters brought before the Board or any committee and shall in all respects hold such matters confidential.

Standards of Care

Every Governor and officer of the Corporation in exercising his or her powers and discharging his or her duties shall:

1. act honestly and in good faith with a view to the best interests of the Corporation;
2. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances;
3. at all times comply with the By-Laws, Rules, Regulations and policies of the Corporation; and
4. support those actions legitimately taken by the Board and the Corporation.

Regular Meetings of the Board

The Board shall meet at the head office of the Corporation on a date and time as determined by the Board (except the months of July and August), St. Thomas, Ontario time, and no formal notice need be given of such regular meetings of the Board unless otherwise determined by express resolution. A meeting of the Board may be held without notice immediately following the annual meeting of the Corporation.

(Note: Regular Board meetings are held on the last Wednesday of the month September to June starting at 3:00PM and ending at 6:00 PM.)