Bill ID 2909 (Legislature 22, Session 1)

L22 S1 2909

Alberta — Bills

1989 BILL Pr5 Fkst Session, 22nd Legislature, 38 Elizabedi II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL Pr5 MISERICORDIA HOSPITAL AMENDMENT ACT, 1989 MR. ZARUSKY Fkst Reading .i.i*A.v«.4!.-vw.i."..».....^^.:i.vi*Av Second Reading -a-ufl^^—iLi,—f^-wTi-? Committee of the Whole *;»»*•..• ••—r->"rv'?«fW!;7^-"-K3!iB<s»E Thkd Reading Royal Assent

BillPr5 Mr. Zarusky BILL Pr5 1989 MISERICORDIA HOSPITAL AMENDMENT ACT, 1989 (Assented to ,1989)

WHEREAS the Misericordia Hospital was mcorporated by The Misericordia Hospital Act, being

chapter 97 of die Stamtes of Alberta, 1967; and

WHEREAS a petition has been presented praying that die Act be amended as herein set forth and it is expedient to grant the prayer of the petition; THEREFORE HER MAJESTY, by and witii die advice and consent of the Legislative Assembly of Alberta, enacts as follows: 1 The Misericordia Hospital Act is amended by this Act. 2

Section 1 is renumbered as

section 1.1 and the following is added before it: 1 In this Act, (a) "corporation" means the entity formed by the merger of the original corporation and die company; (b) "Court" means die Court of Queen's Bench of Alberta; (c) "dkectors" means the dkectors of the corporation;

Explanatory Notes 1 This BiU wiU amend

chapter 95 of die Statutes of Alberta, 1967. 2 Adds

definitions.

(d) "Equity Tmst Fund" means any assets owned or controlled by the corporation that are designated by die members as being the Equity Tmst Fund; (e) "members" means members of die corporation; (f) "original corporation" means the entity created by The Misericordia Hospital Act; (g) "Special Resolution" means a resolution passed by a majority of not less than 75% of die votes cast by the members who voted in respect of that resolution or signed by aU the members entided to vote on that resolution. 3 The following is added after

section 1.1: 1.2 The company known as the "Misericordia Hospital" and incorporated on May 18, 1966 pursuant to

Part 9 of die Companies Act, is amalgamated with the original corporation and (

a) the company and the original corporation shaU continue as one body corporate as though the company had originally been incorporated under The Misericordia Hospital Act; (

b) aU rights, property, contracts and liabUities of every nature and kkid of the company shall be deemed to be and to have always been the rights, property, contracts and liabilities of the corporation; (

c) aU members and dkectors of the company shaU be deemed to be members and dkectors of the corporation. 13 The corporation shall comply with sections 86,87 and 93 of the Companies Act. 4

Section 2 is repealed and the following is substituted: 2(1) The objects of the corporation are: (

a) to undertake and carry on charitable institutions, works and activities consistmg of the operations of hospitals, homes for unwed mothers, schools of nursing, and

3 Amalgamates the corporation incorporated under

part 9 of the Compcmies Act with the corporation formed by Private Act 4

Section 2 presentiy reads: 2 The objects of the corporation are to undertake and carry on chcwitable institutions, works and activities ccmsisting of the operations of homes for unwed mothers, hospitals, missions, convents, schools of nursing, novitiates cmd the like, to impart education and religious and other training, to care for the aged, sick and unfortunate, and generally to engage in charitable and benevolent activities.

tiie lUce; to unpart education and medical and other training; and to generally care for the aged, sick and unfortunate; (

b) to provide and operate health care activities, facilities and programs of aU kinds, including without Umitation, general acute care hospitals, auxUiary hospitals, nursing homes, geriatric rehabUitation faciUties, hostels, famUy care programs, educational programs and schools of nursing; (

c) to carry on any odier business, development or activity for the purpose of generating revenue for the corporation or which, in the opinion of the dkectors, is odierwise incidental, beneficial or conducive to the corporation's objects; (

d) to mcorporate, support and monitor other entities engaged in activities incidental or conducive to the objects; (

e) to mcorporate and support other entities for die purpose of generating revenue for the corporation or for any other purpose beneficial to the corporation; (

f) to generally engage in charitable and benevolent activities.

(2) The corporation shall not engage in any business or activity that is contrary to its objects.

(3) Notwitiistandkig subsection (2), no act of die corporation is invalid by reason only that it is contrary to its objects.

(4) Any member may apply to the Court for an order restrakiing the corporation from engaging m, or continuing, any act which is contrary to its objects or this Act and the Court may, where it would not prejudice die rights of any person who was actuaUy unaware of the contravention, make such order as it thinks fit 5 The following is added after

section 2: 2.1 The corporation shaU at all times conduct its activities in a manner which is in keeping widi the principles outUned in a medical moral code approved from time to time by die Canadian Conference of CatiioUc Bishops or any successor

5 Medical moral code of Canadian Conference of CathoUc Bishops applies.

organization. 2.2 The corporation has the capacity, rights, powers and privUeges of a natural person. 6 Sections 4,5,6,7 arui 8 are repealed.

6 Sections 4, 5, 6, 7, and 8 presently read: 4 The corporation shall have power from time to time and at all times hereafter to acquire by gift, devise, bequest, transfer, purchase or otherwise, for the benefit of the corporation any land or real or personal estate arui the same or any part thereof, may from time to time mortgage, lease, charge, encumber or dispose of by sale, transfer, agreement for sale, exchange or otherwise. 5 The corporation shall have power to erect, construct, equip and maintain buildings, and other improvements for the proper carrying on of its hospital, educational arui other charitable works and to do all other matters and things necessary or convenient for the carrying out of the objects in which the corporation may become engaged or occupied. 6 The corporation shall have power from time to time and at all times hereafter to acquire by gift, devise, bequest, transfer, purchase or otherwise for the benefit of the corporation any land or real or personal estate and the corporation may from time to time dispose of the same or any part thereof hy sale, transfer or mortgage, lease, exchange, or otherwise, and with the proceeds therefrom may acquire other lands, tenements, hereditaments and other property, real or personal, or invest the same in any security whatsoever for the use of the corporation. 7 The corporation may. in addition to all other powers: (

a) borrow or obtain credit with or without security; (

b) obtain credit or borrow or raise or secure the payment of money by negotiable or other instruments including but not restricted to debentures, debenture stock, boruis, mortgages, or obligations charged upon all or any assets or revenue of the corporation, and may vary or extend all or cmy of such instruments arui may purchase, redeem, pay or repay all such credits, instruments or securities in whole or in part; (

c) invest its funds, or any portion thereof either directly in the name of the corporation, or indirectly in trust as it may deem advisable, and also may lend its funds or cmy portion thereof with or without security;

Section 11 is amended by striking out "of the members". 8 The following is added after

section 11: 11.1(1) The members shaU from time to time appoint a board of dkectors in accordance with the by-laws of the corporation.

(2) The powers of the dkectors shall be defined in the by-laws of the corporation and, subject to subsection (3), die by-laws shall grant the dkectors full control of any hospital managed by the corporation with absolute and final authority in respect of aU matters pertaining to the operation of die hospital including, without limitation, the abUity to enact by-laws conceming the hospital.

(3) The dkectors shall in no event be empowered to expend, and shaU not expend, any portion of the Equity Trast Fund except in accordance with policies and dkectives enacted by the members from time to time.

(4) Subject to the provisions of any other legislation that may be appUcable, the dkectors may delegate thek powers to employees and officers of the corporation except that die dkectors may not delegate thek power to enact by-laws conceming the operation of a hospital. 9

Section 12 is repealed and the following is substituted: 12(1) The corporation may by special resolution by its members make by-laws (

a) for the govemance and proper administration of the property, affaks and interests of the corporation; (

b) for the appointment of any persons as members, dkectors or officers of the corporation; (

c) for die estabUshment of classes of membership; (

d) respectmg the caUing and holding of meetings of members or dkectors; (

e) for die Umitation or delegation of powers of die dkectors and officers of the corporation;

(

d) ensure or guarantee payment of any debt, loan, rru?rtgage, bond or debenture issue, obligations or securities. 8 The corporation may exercise any activities that may help it to maintain its operations. 7

Section 11 presentiy reads: 11 The rents, revenues arui profits of all property, real or personal, held by the corporation, and the assets and property of the corporation shall be appropriated and applied to the maintenance of the members of the corporation and the construction arui maintenance of the institutions carried on by the corporation, and the construction and maintenance of buildings and the acquisition of property, real or personal, requisite for the advancement of charity and benevolence arui for the furtherance of any or all the objects and works in which the corporation may engage. 8 Provides for directors and their powers. 9

Section 12 presendy reads: 12 It shall be lawful for the corporation from time to time to make by-laws, rules, orders arui regulations for the government and proper administration of the property, affairs and interests of the said corporation, and to repeal and amerui the same and for the errforcemenX of discipline and the admission and retirement of members, the appointment, expulsion or removal of any persons as members of the corporation, or bearing office therein and also generally for the internal government of the affairs of the said corporation.

(

f) for the determination of poUcy regarding die utilization and expenditure of the Equity Trast Fund; and (

g) generaUy for the intemal govemment of the affaks of the corporation.

(2) The Alberta Cadiolic Hospitals Foundation shall be deemed to be a voting member of the corporation and the Alberta Catholic Hospitals Foundation may appoint an individual to attend meetings on its behalf and to odierwise exercise its right of membership. 10

Section 15 is amended by striking out "from The Sisters of die Misericorde of Alberta being a corporation incorporated by C 30 of the Ordinances of the Northwest Territories 1904, or Misericordia Hospital, a company limited by Guarantee, to the corporation hereby created, the Registrar may" and substituting "to or from die corporation, the Registrar shall". 11 The following is added after

section 17: 17.1 The members, dkectors or officers of the corporation are not, as members, dkectors, or officers liable for any liabUity, act or default of the corporation. 17.2(1) No income or property of the corporation shall be distiibuted to a member or dkector during the existence of die corporation or on or after its Uquidation.

(2) Notwithstanding subsection (1) any member or dkector may be paid a reasonable price or remuneration for goods, services or other valuable benefits provided to the corporation. 17.3(1) The corporation shaU be deemed dissolved one year from a special resolution of the members to do so.

(2) The Alberta Cadiolic Hospitals Foundation shall be immediately notified of such resolution.

(3) A special resolution to dissolve the corporation may be revoked by special resolution any time within one year from the date of the special resolution to dissolve.

Section 15 presendy reads: 15 Upon presentation to the Registrar of the proper land titles office of any transfer or other instrument whereby any land or interest in land situate in Alberta is being transferred from The Sisters of the Misericorde of Alberta being a corporation incorporated by C 30 of the Ordinances of the North West Territories 1904. or Misericordia Hospital, a company limited by Guarantee, to the corporation hereby created, the Registrar may without fee, charge or tax therefor do all things necessary to vest such land or interest therein in the name of the corporation, subject to all such limitations, encumbrances or charges as may be registered against the title thereof. 11 New sections added that deal with directors' UabUity, dissolution; distribution of assets; successor organizations.

17.4 Upon Uquidation the property, assets and profits of the corporation shall, subject to the terms of any contracts to which the corporation may be a party and after payment of all liabilities, be paid and transferred to the Alberta Cadiolic Hospitals Foundation or, if it has been dissolved, to the CathoUc Archdiocese of Edmonton for utUization in die health care field in the Province of Alberta. 17.5(1) If die Alberta Cadiolic Hospitals Foundation should cease to exist then reference in this Act to such Foundation shaU thereafter be deemed to be a reference to die Catholic Archdiocese of Edmonton.

(2) If the Canadian Conference of Catholic Bishops should cease to exist, dien reference in this Act to such Conference shaU thereafter be deemed to be a reference to die Cadiolic Archbishop of Edmonton. 12 An Ordinance to Incorporate the Sisters of Mercy of the North West Territories, 1904 is repealed.

Chapter 30 of the Ordinances of the North West Territories, 1904. Title: 1989 (22nd, 1st) Bill Pr5, Misericordia Hospital Amendment Act, 1989

Document details

Collection	Alberta — Bills
Citation	L22 S1 2909
Type	bill
Volume / chapter	L22 S1 2909
Language	en
Format	json
Source	PROVINCIAL
Identifier	2f708878088e9881d602ecbd80ade3bcabd12eee

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