STEGH on the Web - Foundation By-Laws

St. Thomas Elgin General Hospital Foundation

BY-LAW NUMBER 2002-1

CONTENTS

1.0 INTERPRETATION AND DEFINITIONS

2.0 HEAD OFFICE

3.0 CORPORATE SEAL

4.0 BOARD OF DIRECTORS

5.0 MEETINGS OF DIRECTORS

6.0 OFFICERS

7.0 ELECTION OF BOARD

8.0 EXECUTIVE COMMITTEE

9.0 COMMITTEES

10.0 STANDING AND AD HOC COMMITTEES

11.0 MEMBERSHIP

12.0 EXECUTION OF DOCUMENTS

13.0 BANKING ARRANGEMENTS

14.0 BORROWING BY THE CORPORATION 15.0 FINANCIAL YEAR

16.0 BY-LAWS AND AMENDMENTS, ETC. 1

17.0 REPEAL OF PRIOR BY-LAWS

18.0 EFFECTIVE DATE CERTIFICATE OF ENACTMENT BY-LAW NUMBER 2002-1

A by-law relating generally to the conduct of the affairs of the St. Thomas Elgin General Hospital Foundation

BE IT ENACTED as a by-law of the St. Thomas Elgin General Hospital Foundation (the “Corporation”) as follows:

1.0 INTERPRETATION AND DEFINITIONS

In this by-law and all other by-laws and resolutions of the Corporation unless the context requires:

1.1 Interpretation

(a) the singular includes the plural;

(b) the masculine gender includes the feminine;

(c) all terms defined in the Act has the same meanings in this by-law and all other by-laws and resolutions of the Corporation.

1.2 Definitions

(a) “Act” means the Corporations Act, RSO 1990, Chap. C. 38, and any statute amending or enacted in substitution therefor, from time to time;

(b) “Board” means the board of Directors of the Corporation;

(d) “Corporation” means the St. Thomas Elgin General Hospital Foundation;

(e) “Director” means a person who has been elected to the office of Director in accordance with Article 4, or appointed to fill a vacancy in the office of Director in accordance with section 4.5, or is an ex officio Director as provided herein;

(f) “Hospital” means the St. Thomas Elgin General Hospital;

(g) “Letters Patent” means the Letters Patent issued to the Corporation, as amended from time to time by Supplementary Letters Patent; and

(h) “Member” means a Member of the Corporation.

2.0 HEAD OFFICE

2.1 The head office of the Corporation shall be in the City of St. Thomas, within the County of Elgin, Province of Ontario and, at such place therein as the Board of Directors may from time to time determine.

3.0CORPORATE SEAL

The seal which is impressed in the margin hereon shall be the corporate seal of the Corporation.

4.0 BOARD OF DIRECTORS

4.1 Board

Subject to the provisions of any special resolution changing the number of Directors, the affairs of the Corporation shall be managed by a Board consisting of twelve (12) elected Directors and two (2) ex officio Directors.

4.2 Elected Directors

Elected Directors shall be elected in the manner set out in Article 7, each of whom, subject to the provisions of the Letters Patent, shall hold office until the second annual meeting after election to office.

4.3 Ex officio Directors

Subject to the provisions of any by-law creating, or any special resolution changing the number or identification of, offices of ex officio Directors, the persons holding the following named offices shall be ex officio Directors of the Corporation:

(a) the Chair of the Board of Governors of the Hospital; and

(b) the President and Chief Executive Officer of the Hospital.

4.4 Qualifications

Each Director shall:

(a) be, at the date of his or her election, or become within ten (10) days after such election, and remain throughout the term of office, a Member of the Corporation who is qualified by the terms of this section to hold office;

(b) be at least eighteen (18) years of age; and

If a person ceases to be a Member of the Corporation who is qualified by the terms of this section to hold office, or becomes bankrupt or a mentally incompetent person, the person thereupon ceases to be a Director, and the vacancy so created may be filled in the manner prescribed by section 4.5.

4.5 Vacancies

So long as a quorum of the Directors remains in office, a vacancy on the Board may be filled by the Directors from among qualified individuals proposed by the Nominating Committee to be appointed to fill a vacancy for the balance of the unfilled term, provided that such individual shall be or shall become a Member within ten (10) days of his or her appointment by the Board. If no quorum of Directors exists, the remaining Directors shall forthwith call a general meeting of Members to fill the vacancies on the Board.

4.6 Conflict Of Interest

In this Section, and for the purposes of this By-law:

(1)(a) “Associates” includes the parents, siblings, spouse or common law partner of the Director as well as any organization, agency, company or individual (such as a business partner) with a formal relationship to a Director;

(b) “Conflict of Interest” means any situation in which another interest or relationship impairs the ability of a Director to carry out the duties and responsibilities of a Director 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 Directors of the Corporation, namely:

(i) Pecuniary or financial interest - a Director is said to have a pecuniary or financial interest in a decision when the Director (or an Associate) stands to gain by that decision, either in the form of money, gifts, favours, gratuities, or other special considerations;

(ii) Undue influence - interests that impede a Director 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 clients from particular demographic, geographic, political, socio-economic, cultural, or other groups is a violation of the Director’s entrusted responsibility to the community at large; or

(iii) Adverse Interest - A Director is said to have an adverse interest to the Corporation when that Director is a party to a claim, application or proceeding against the Corporation.

(2)(a) Every Director 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.

(b) 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 Director.

(c) Directors must avoid actual or potential conflict of interest, including but not limited to those identified in the definition of "Conflict of Interest" in this By-law.

(d) 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.

(e) If the Director (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 Director shall make a declaration at the next Board meeting.

(f) 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 Director or the interest comes into being.

(g) After making such a declaration no interested Director shall vote or be present at the vote or during the discussions, or otherwise attempt to influence the voting on a contract, transaction, matter or decision, (including discussing the matter with other Directors) nor shall the member be counted in any required quorum with respect to the vote.

(h) If a Director has made a declaration of interest in compliance with this By-law, the Director is not accountable to the Corporation for any profit he or she may realize from the contract, transaction, matter or decision.

(i) If the Director fails to make a declaration of his or her interest in a contract, transaction, matter or decision as required by this By-law, this shall be considered grounds for termination of his or her position as a Director and Member of the Corporation.

(j) The failure of any member to comply with the Conflict of Interest By-law of the Corporation does not, in or of itself, invalidate any contract, transaction, matter or decision undertaken by the Board of Directors.

(k) If a Director believes that any other Director is in a Conflict of Interest position with respect to any contract, transaction, matter or decision, the Director shall have the concern recorded in the minutes. Thereafter, at the request of the Director who recorded the initial concern, the Board shall, after the Director alleged to have a conflict has absented himself or herself from the room, vote on whether the Director 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 during any subsequent discussion or voting process relating to or pertaining to the conflict. The question of whether or not a Director has a Conflict of Interest shall be determined by a simple majority of the Board and shall be final.

(l) 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 Director shall be recorded.

(m) Every declaration of a Conflict of Interest and the general nature thereof shall be recorded in the minutes by the Board.

4.7 Removal of Directors

The Directors may, by resolution passed by at least two-thirds (2/3) of the votes cast at a Directors’ meeting of which notice specifying the intention to pass the resolution has been given, remove any Director before the expiration of the term of office. Any resulting vacancy or vacancies may be filled in accordance with section 4.5 hereof.

The Members entitled to vote may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any Director before the expiration of the term of office. The Members may, by a majority of the votes cast at that meeting, elect any person in the place and stead of the person removed for the remainder of the term of the removed Director.

4.8 Remuneration of Directors

The Directors of the Corporation shall serve without remuneration.

5.0 MEETINGS OF DIRECTORS

5.1 Meetings

Meetings of the Board may be held at any place within or outside Ontario, as designated in the notice calling the meeting. The President or the Vice-President, or the Secretary on the direction in writing of the President or Vice-President or any two (2) Directors, may call meetings of the Board.

5.2 Scheduling and Notice for Regular Meetings

The Board may appoint one or more days in each year for regular meetings of the Board at a place and time named; no further notice of the regular meetings need be given. The Board shall hold a meeting within seven (7) days following the annual meeting of the Corporation for the purpose of organization, the election and appointment of officers and the transaction of any other business. A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Members.

5.3 Notice

Subject to section 5.2, notice of Board meetings shall be delivered, mailed, telephoned or transmitted to each Director not less than two (2) days before the meeting is to take place. No formal notice of a meeting is necessary if all the Directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

5.4 Quorum

A quorum for the transaction of business at meetings of the Board shall be the smallest whole number that is not less than two-fifths (2/5) of the number of members of the Board.

5.5 Meetings by Conference Telephone

If all persons who are members of the Board or a Committee (as the case requires) consent thereto generally or in respect of a particular meeting and each has adequate access, such persons may participate in a meeting of the Board or Committee by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting.

Provided that at the outset of each such meeting, and whenever votes are required, the Chair of the meeting shall call roll to establish quorum, and shall, whenever not satisfied that the proceedings of the meeting may proceed with adequate security and confidentiality, unless a majority of the persons present at such meeting otherwise require, adjourn the meeting to a predetermined date, time and place.

5.6 Voting

Questions arising at any meeting of the Board shall be decided by a majority vote. In the case of an equality of votes, the question shall be deemed to have been lost. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chair or requested by any Director. A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. A resolution of the Board may also be properly made where all of the Directors then in office have signed the resolution, whether in counterpart or not.

5.7 Others Present

Such others as the President or Secretary may from time to time determine, shall be entitled, in the same manner and to the same extent as a Director, to notice of, and personally or by delegate to attend and to speak at, meetings of the Board, but shall not be entitled to vote thereat.

5.8 Protection of Directors and Officers

5.8.1 Except as otherwise provided in any legislation or law, no Director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with monies, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Directors or officers respective office or trust or in relation thereto unless the same shall happen by or through the Directors or officers own failure to act honestly and in good faith in the performance of the duties of office, or other willful neglect or default.

5.8.2 Pre-Indemnity Considerations

Before giving approval to the indemnities provided in subsection 5.8.3, or purchasing insurance provided in subsection 5.8.4, the Board shall consider:

(a) the degree of risk to which the Director or officer is or may be exposed;

(b) whether, in practice, the risk cannot be eliminated or significantly reduced by means other than the indemnity or insurance;

(d) whether the cost of the insurance is reasonable in relation to the revenue available; and

(e) whether it advances the administration and management of the property to give the indemnity or purchase the insurance.

5.8.3 Indemnification of Officers and Directors

Upon approval by the Board from time to time, every Director and officer of the Corporation and every member of a committee, or any other person who has undertaken, or is about to undertake, any liability on behalf of the Corporation or any corporation controlled by it, and the person’s respective heirs, executors and administrators, and estate and effects, successors and assigns, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

(a) all costs, charges and expenses whatsoever which such Director, officer, committee member or other person sustains or incurs in or in relation to any action, suit or proceeding which is brought, commenced or prosecuted against the Director, officer, committee member or other person, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or in relation to the execution of the duties of such office or in respect of any such liability; and

(b) all other costs, charges and expenses which the Director, officer, committee member or other person sustains or incurs in or in relation to the affairs thereof,

except such costs, charges or expenses as are occasioned by their own failure to act honestly and in good faith in the performance of the duties of office, or by other willful neglect or default.

The Corporation shall also, upon approval by the Board from time to time, indemnify any such person in such other circumstances as any legislation or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law to the extent permitted by any legislation or law.

5.8.4 Insurance

Upon approval by the Board from time to time, the Corporation shall purchase and maintain insurance for the benefit of any Director, officer or other person acting on behalf of the Corporation against any liability incurred in that persons’ capacity as a Director, officer or other person acting on behalf of the Corporation, except where the liability relates to that person’s failure to act honestly and in good faith with a view to the best interests of the Corporation.

5.9 Responsibility For Acts

The Directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board.

6.0 OFFICERS

6.1 Officers

There shall be a President, a Vice-President, an Immediate Past President, a Secretary and a Treasurer, or in lieu of a Secretary and a Treasurer, a Secretary-Treasurer. The Board may appoint other officers as it considers necessary and such officers shall have the authority and perform the duties as are prescribed by the Board from time to time. The Board may also remove at its pleasure any such other officer or officers of the Corporation. The President and Vice-President shall be appointed by the Board at the first meeting of the Board after the annual meeting of the Members, provided that in default of such appointment, the then incumbents, being members of the Board, shall continue to hold office until their successors have been appointed. The Secretary, Treasurer and other officers shall be appointed by the Board from time to time and need not be Directors.

6.2 President

The President shall, when present, chair all meetings of the Board and of the Members. The President shall supervise the affairs and operations of the Corporation, sign all documents requiring the signature of the President and have the other powers and duties from time to time prescribed by the Board or incident to the office.

6.3 Vice-President

During the absence or inability to act of the President, the duties and powers of the office may be exercised by the Vice-President. If the Vice-President exercises any of those duties or powers, the absence or inability to act of the President shall be presumed with reference thereto. The Vice-President shall also perform the other duties from time to time prescribed by the Board or incident to the office.

6.4 Immediate Past President

The Immediate Past President shall be the Chair of the Nominating Committee.

6.5 Secretary

The Secretary shall be an ex-officio clerk of the Board and of the Members and shall prepare and keep minutes of all proceedings. The Secretary shall give all notices required to be given to Directors, Members and others and shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation. The Secretary shall perform such other duties as may from time to time be prescribed by the Board or incident to the office.

6.6 Treasurer

The Treasurer shall be responsible for:

(a) the preparation and presentation of budgets, financial statements and books of account for the Corporation;

(b) the banking and disbursement of funds of the Corporation under the direction of the Board;

(c) the rendering to the Board of an account of all transaction as Treasurer and of the financial position of the Corporation;

(d) co-operating with the Auditors of the Corporation during any audit of the accounts of the Corporation; and

(e) such other duties as may be prescribed by the Board from time to time or incident to the office.

7.0 ELECTION OF BOARD

7.1 Election on Rotation

Subject to the provisions of the Act, Directors, other than ex-officio Directors, shall be elected by Members entitled to vote and shall retire in rotation.

7.2 Term of Office The term of office of Directors shall be two (2) years.

7.3 Re-election

A Director, if otherwise qualified, is eligible for election for five (5) consecutive full two year terms, and thereafter is not eligible for re-election until a period of eleven (11) months has elapsed from the date of retirement of such Director.

7.4 Elections

At each annual meeting, the number of Directors equal to the number of Directors retiring shall be elected for the term of office established in section 7.2 by and from among the Members eligible to vote and to hold office.

7.5 Nominations

Candidates for the office of Director shall consist solely of the slate of candidates for office proposed by the Nominating Committee. Notice of such nominations shall be provided with the notice of the annual meeting of the Members. Nominations to the Board from the floor at annual meetings of Members shall not be considered.

7.6 Election Method

Where:

7.6.1 the number of candidates nominated is equal to the number of offices to be filled, the Secretary of the meeting shall cast a single ballot electing that number of candidates for the offices; and

7.6.2 the number of candidates nominated is greater then the number of offices to be filled, the election shall be by ballot.

7.7 Forms

The Board may prescribe the form of nomination paper and the form of the ballot.

8.0 EXECUTIVE COMMITTEE

8.1 Composition

The Board, whenever it consists of more than six (6) Directors, shall from time to time elect from among its number an Executive Committee consisting of such number of Directors, not less then three (3), as the Board may by resolution determine. Each member of the Executive Committee shall serve during the pleasure of the Board and, in any event, only so long as such member shall be a Director. The Board may fill vacancies in the Executive Committee by election from among its number. If and whenever a vacancy shall exist in the Executive Committee, the remaining members may exercise all of its powers so long as a quorum remains in office.

8.2 Powers During the intervals between the meetings of the Board, the Executive Committee shall possess and may exercise (subject to any regulations which the Board may from time to time impose) all the powers of the Board in the management and direction of the affairs and business of the Corporation in such manner as the Executive Committee shall deem best for the interest of the Corporation in all cases in which specific directions shall not have been given by the Board. 8.3 Procedures Subject to sections 8.1, 8.2 and 8.4 and to any regulations imposed from time to time by the Board, the Executive Committee shall have power to fix its quorum at not less than a majority of its members and may fix its own rules of procedure from time to time. The Executive Committee shall keep minutes of its meetings in which shall be recorded all action taken by it, and at least a summary thereof shall be submitted to the Board at least annually. 8.4 Quorum No business may be transacted by the Executive Committee except at a meeting of its members at which a quorum of the Executive Committee is present. 8.5 Place of Business Meetings of the Executive Committee may be held at the head office of the Corporation or at any other place within or outside Ontario as specified in the notice calling the meeting. 8.6 Other Directors Present

Each Director shall be entitled to speak but not to vote at any meeting of the Executive Committee at which the Director is present. However, no Director who has not been elected to the Executive Committee shall be entitled to notice of any meeting of the Executive Committee, and the presence of such Director shall not be included for the purpose of calculating a quorum.

9.0 COMMITTEES

9.1 Nominating Committee

(a) The Nominating Committee shall consist of the Immediate Past President, the Vice-President and Secretary of the Corporation and the Chair of the Board of Governors of the Hospital.

(b) The Nominating Committee shall:

(i) prepare a slate of one or more candidates for each office that will be vacant and for which an election is to be held at or after the annual meeting;

(ii) make recommendations to the Board of names of persons to fill vacancies in office or on the Board that occur throughout the year;

(iii) oversee succession planning for and recommend to the Board the names of persons for appointments as officers; and

(iv) assume such other responsibilities as may be designated from time to time by the Board.

(i) examine the qualifications of prospective nominees;

(ii) consider the potential contribution of a prospective nominee in relation to the objects and functions of the Corporation; and

(iii) consider the standing and reputation in the community of the prospective nominee.

10.0 STANDING AND AD HOC COMMITTEES

10.1 From time to time, the Board may establish Standing and Ad Hoc Committees for such purposes as the Board may determine from time to time. The rules and procedures governing such Standing and Ad Hoc Committees may be prescribed by the Board or delegated to the Standing and Ad Hoc Committee for adoption.

11.0 MEMBERSHIP

11.1 Composition

The membership in the Corporation shall consist of all past and present members of the Board and such other persons as are admitted by resolution of the Board.

11.2 Holding Office

No person who is not a Member of the Corporation shall be qualified to hold office in the Corporation as a Director.

11.3 Transfer of Membership

A membership in the Corporation is not transferable.

11.4 Revocation of Membership

Any Member may be expelled from the Corporation for cause by a two-thirds (2/3) vote taken by ballot of the Members present and eligible to vote at an annual or other general meeting of Members.

11.5 Termination of Membership

A membership in the Corporation automatically terminates upon the happening of any of the following events:

(a) if the person, in writing, resigns as a Member of the Corporation;

(b) if the Member dies; or

11.6 Liability of Members

Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.

11.7 Annual Meeting

The annual meeting of the Members shall be held each year at the Head Office of the Corporation or elsewhere within the County of Elgin within Ontario, at a time, place and date determined by the Board for the purpose of:

(a) hearing and receiving the reports and statements required by the Act to be read at and laid before the Corporation at an annual meeting;

(b) electing such Directors as are to be elected at such annual meeting;

(d) transacting any other business properly brought before the meeting.

11.8 Any of the Board, the President or the Vice-President may at any time call a general meeting of the Members for the transaction of any business, the general nature of which shall be specified in the notice calling the meeting. A general meeting of Members may also be called by the Members as provided in the Act.

11.9 Notice of Meetings

Notice of the time, place and date of meetings of Members and the general nature of the business to be transacted shall be given at least ten (10) days before the date of the meeting to each Member (and in the case of an annual meeting to the Auditor of the Corporation) by sending by prepaid mail to the last address of the addressee shown on the Corporation’s records.

11.10 Quorum

A quorum for the transaction of business at any meeting of the Members shall consist of not less than three (3) Members present in person.

11.11 Voting by Members

Each Member in good standing shall at all meeting of Members be entitled to one (1) vote. Unless otherwise required by the provisions of the Act or the by-laws of the Corporation, all questions proposed for consideration at a meeting of the Members shall be determined by a majority of the votes cast by the Members entitled to vote.

At all meetings of Members every question shall be decided by a show of hands unless otherwise required by a by-law of the Corporation or unless a poll is required by the Chair or requested by any Member entitled to vote. Upon a show of hands, every Member entitled to vote, present in person, shall have one (1) vote. Whenever a vote by a show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the meeting.

If at any meeting a poll is requested and not withdrawn, the question shall be decided by a majority of votes cast by Members entitled to vote. Such poll shall be taken in such manner as the Chair shall direct. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. In the case of an equality of votes at any meeting, whether upon a show of hands or by poll, the question shall be deemed to have been lost.

11.12 Adjournments

Any meeting of Members may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meeting.

12.0 EXECUTION OF DOCUMENTS

Agreements, contracts or obligations, in the ordinary course of the Corporation’s operations other than banking arrangements, may be entered into on behalf of the Corporation by either the President or Vice-President together with the Treasurer or Secretary. All documents so signed are binding upon the Corporation without any further authorization or formality. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The corporate seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.

13.0 BANKING ARRANGEMENTS

13.1 Board Designate Bankers

Either of the President or Vice-President together with the Treasurer or Secretary is authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust company, or other corporation carrying on a banking business that the Board has designated as the Corporation’s banker, including, unless otherwise restricted, the power to:

(a) operate the Corporation’s accounts with a banker;

(b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; (c) issue receipts for and orders relating to any property of the Corporation; (d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and

(e) authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the banking business.

13.2 Deposit of Securities

The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any such institution so selected shall be a member in good standing with the Canada Deposit Insurance Corporation. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shell from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

14.0 BORROWING BY THE CORPORATION

14.1 Board May Borrow Subject to the limitations set out in the by-laws or in the Letters Patent of the Corporation, the Board may, (a) borrow money on the credit of the Corporation;

(b) issue, sell or pledge securities of the Corporation; or

(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation,

Provided that, except where the Corporation borrows on the security of its real or personal property, its borrowing power shall be limited to borrowing money for current operating expenses.

14.2 Board Authorize Signatories

From time to time the Board may authorize any Director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.

15.0 FINANCIAL YEAR

15.1 Unless otherwise determined from time to time by resolution of the Board of Directors, the fiscal year of the Corporation shall terminate on the last day of March in each year.

16.0 BY-LAWS AND AMENDMENTS, ETC.

16.1 Enactment

By-laws of the Corporation may be enacted, repealed, amended, altered, added to or re-enacted in the manner contemplated in, and subject to the provisions of, the Act.

17.0 REPEAL OF PRIOR BY-LAWS

17.1 Repeal Subject to the provisions of sections 17.2 and 17.3 hereof, all prior by-laws, resolutions and other enactments of the Corporation heretofore enacted or made are repealed. 17.2 Exception The provisions of section 17.1 shall not extend to any by-law or resolution heretofore enacted for the purpose of providing to the Board the power or authority to borrow. 17.3 Proviso Provided however that the repeal of prior by-laws, resolutions and other enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed by-law, resolution or other enactment.

18.0 EFFECTIVE DATE

18.1 Effective on Passing This by-law shall come into force without further formality upon its confirmation by the Members.

CERTIFICATE OF ENACTMENT

THIS IS TO CERTIFY

1 That the appended copy of By-law Number 2002-1of the St. Thomas Elgin General Hospital Foundation is a true and complete copy of the By-law as passed by the Board of Directors of the Corporation at a properly constituted meeting of the Board held on the 31st day of May, 2002.

2 That the By-law was confirmed at a properly constituted meeting of the Membership of the Corporation duly called for that purpose held on the 21st day of June, 2002.

Dated at the City of St. Thomas,

this 21st day of June, 2002.

Original signed by __Secretary - Tom McKenney