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For the official version of the regulations, consult the original documents on file with the Office of the Registrar of Regulations , or refer to the Royal Gazette

Part II .

Regulations are amended frequently.

Please check the list of Regulations by Act to see if there are any recent amendments to these regulations filed with our office that are not yet included in this consolidation.

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Nova Scotia Health Authority Corporate Bylaws

made under

Section 20 of the

Health Authorities Act

S.N.S. 2014, c. 32

N.S. Reg. 29/2017 ( effective March 10, 2017)

amended to N.S. Reg. 58/2019 (effective April 4, 2019)

Table of Contents

Please note: this table of contents is provided for convenience of reference and does not form part of the regulations.

Click here to go to the text of the regulations .

Definitions

2. Board powers

3. Directors

4. Standard of conduct of directors & [and] conflict of interest & [and] confidentiality

5. Responsibility for health care and service

6. Indemnification

7. Officers

8. CEO

9. Meetings of the Board

10. Procedure for Board and Board committee meetings

11. Committees of the Board

12. Ad hoc committees

13. Delegation

14. Banking

15. Crime insurance/bonding

16. Insurance

17. Auditors

18. Fiscal year

19. Ancillary organizations

20. Amendment of bylaws

21. Adoption of by-laws

Definitions

1.1 In these bylaws

1.1.1 Act means the Health Authorities Act ;

1.1.2 ancillary organization means any volunteer group that has been

established to further the objects of the Board and includes foundations and

auxiliaries;

1.1.3 Board means the Board of Directors of the NSHA;

1.1.4 NSHA means the Nova Scotia District Health Authority, a not-for-profit

health authority established pursuant to the Act;

1.1.5 CEO means for the first CEO, the person appointed by the Minister of the

Nova Scotia Department of Health & [and] Wellness and thereafter means

the person hired by the Board to be the President & [and] Chief Executive

Officer and responsible for the administration and management of the

NSHA;

1.1.6 community health board means a community health board established or

continued pursuant to the Act;

1.1.7 director means a member of the Board and, for greater certainty, includes a

non-voting member of the board ;

1.1.8 ex officio means membership by virtue of the office and does not include all

rights, responsibilities, and power to vote unless otherwise indicated and

specifically refers to those persons appointed to membership on the Board

pursuant to

section [clause] 52(1)(

b) of the Act.

1.1.9 health service means those services as defined by the Act to be within the

authority of and operated under the governance of the Board;

1.1.10 medical staff means the medical staff as that term is defined in the NSHA’s

Medical Staff By-laws (the By-laws) as approved by the Minister of Health

& [and] Wellness for the Province of Nova Scotia and specifically means

those persons who have been granted medical staff privileges by the Board

and pursuant to the By-laws.

2. Board powers

2.1 The Board has the authority and powers granted to it by the Act. The Board shall

determine the policies and procedures of the NSHA, including any delegation of its

powers in relation to policies and procedures, and shall assume responsibility for

guiding the affairs of the NSHA.

3. Directors

3.1 Directors of the Board shall be appointed in accordance with the Act.

3.2 The Board shall maintain a skills matrix outlining the skills required for the Board

or beneficial to the functioning of the Board in fulfilling its mandate and shall, on

request of the Minister or on the occasion of a vacancy or scheduled replacement of

Board members, provide the skills matrix and a list of then required skills to the

Minister. The Board may provide recommendations as to potential Board

appointees to the Minister and may provide assistance to the Minister in attracting

suitable candidates to apply for membership on the Board.

4. Standard of conduct of directors & [and] conflict of interest & [and] confidentiality

4.1 All directors shall perform their duties in accordance with Board of Directors

policies numbers NSHA-AD-BOD-001 and NSHA-AD-BOD-005, entitled

respectively Conflicts of Interests and Board of Directors Code of Conduct and

Confidentiality as approved by the Board.

4.2 Any contract or decision entered into in violation of this

section shall, at the option

of the Board, be null and void and any contravention of the obligations contained in

Policies NSHA-AD-BOD-001 and NSHA-AD-BOD-005 by a director may result

in that director being removed from the Board upon a resolution passed by the

Board.

5. Responsibility for health care and service

5.1 The Board shall be responsible for

5.1.1 providing governance oversight in relation to the NSHA’s obligations under

the Act, including but not limited to those responsibilities and obligations

outlined in [sub]section 19(1) of the Act;

5.1.2 establishing, on recommendation of the CEO, and monitoring the overall

strategic direction of the NSHA including the NSHA health services

business plan;

5.1.3 providing governance oversight in relation to the NSHA’s responsibilities

relating to maintaining and improving the health status of the residents of

Nova Scotia, served by the NSHA, through provision of quality care and

effective services; and

5.1.4 establishing and maintaining a relationship with community health boards

pursuant to the provisions of the Act;

5.1.5 pursuant to the By-laws and the Act, making all appointments and re-appointments to the Medical Staff and imposing conditions on appointments

or reappointments as may be required; and

5.1.6 with the exception of the first CEO where the decision to appoint/hire is

made by the Minister, hiring, evaluating, delegating to and as applicable

discharging the first and any subsequent CEO and, subject to the laws of the

Province of Nova Scotia and the contract retaining the CEO, provide for the

compensation of the CEO.

5.2 The Board, through the CEO, shall be responsible for ensuring the appointment of

competent and motivated personnel required to fulfill the NSHA’s mandate under

the Act.

5.3 The Board in discharging the responsibilities as defined in subsections 5.1 and 5.2

shall

5.3.1 provide governance oversight to ensure that the quality of care and service

provided to and the safety of patients and other recipients of services are a

prime concern;

5.3.2 provide governance oversight to ensure the ongoing evaluation of programs

and services in the NSHA in terms of their effectiveness and efficiency;

5.3.3 provide governance oversight in relation to ethical issues impacting the

operations of the NSHA and matters affecting the health and safety of the

NSHA’s employees, medical staff, learners, volunteers and others providing

services to the NSHA; and

5.3.4 may request recommendations from the CEO, or any other competent

authority within or outside the NSHA.

5.4 The Board shall provide oversight in relation to programs to support the educational

and research mandate of the NSHA and the NSHA’s commitment to innovations

which serve to enhance the NSHA and the Board’s achievement of its mandate and

goals, including but not limited to

5.4.1 establishing affiliation agreements;

5.4.2 providing governance oversight and decision-making which ensure that the

NSHA’s objects and goals in relation to innovation, research and learning

are achieved; and

5.4.3 establishing policies for integrity of research and for the use and ownership

of educational and research work.

5.5 The Board shall, through the CEO, maintain procedures for

5.5.1 the establishment and maintenance of appropriate standards for care and

service including but not limited to those provided by Accreditation Canada;

5.5.2 the continuing evaluation of professional practice and medical staff

functions;

5.5.3 gaining compliance with predetermined standards and criteria when

processes of evaluation indicate that they are not being met.

5.6 No delegation shall preclude the Board from exercising its authority to meet its

responsibilities as set forth in these bylaws and any delegation of authority may be

revoked at any time.

5.7 The Board shall determine those decisions and matters which may be delegated to

the CEO and through the CEO to other NSHA leaders and shall communicate such

delegation decisions through minuted resolutions, in the contract retaining the CEO

or through the Board’s delegation framework which is then reviewed at least once

in every two year period by the Board.

5.8 Perform all acts and functions not inconsistent with these bylaws or with the Act.

[ sic ]

6. Indemnification

6.1 Every director or officer of the NSHA, and the heirs, executors and administrators,

estates and effects of such person are, at all times, indemnified and saved harmless

out of the funds of NSHA, from and against

6.1.1 all costs, charges and expenses whatsoever that such person sustains or

incurs in or about any action, suit or proceeding that is brought, commenced

for [or] prosecuted against such person, for or in respect of any act, deed,

matter or hiring whatsoever made, done or permitted by such person, in or

about the execution of the duties of the office of such person; and

6.1.2 all costs, charges and expenses that such person sustains or incurs in or

about or in relation to the affairs therefore [therefor] except such costs,

charges, or expenses as are occasioned by the willful neglect or illegal

activities of such person.

6.2 Where the NSHA defends a director, the NSHA will be in control of the case.

7. Officers

7.1 Chair

7.1.1 The Chair of the Board shall be appointed by the Minister pursuant to the

Act and shall:

7.1.1.1 preside at all meetings;

7.1.1.2 report to each annual meeting of the Board concerning the

operations of the NSHA and at such other times as the Chair deems

fit or is requested by the Board;

7.1.1.3 sit as an ex officio voting member of all committees of the Board;

7.1.1.4 provide such other roles as may be outlined in Board policies or

bylaws from time to time including but not limited to policies

which provide for mechanisms for reviewing and managing the

performance of Directors in fulfilling their obligations to the Board

and the NSHA; and

7.1.1.5 perform such other duties as may from time to time be determined

by the Board.

7.2 Vice Chair

7.2.1 The Vice Chair shall be elected or re-elected annually by the Board from

among the voting members of the Board and shall have all the powers and

perform all the duties of the Chair in the absence or disability of the Chair,

together with such other duties as may from time to time be assigned by the

Board.

7.3 Secretary

7.3.1 The CEO shall, unless the Board decides by resolution to the contrary, be

appointed as Secretary of the Board.

7.3.2 The Secretary shall be responsible for

7.3.2.1 ensuring that minutes of all Board meetings, including but not

necessarily limited to attendance at and decisions reached, are

recorded, maintained and circulated to all members of the Board;

7.3.2.2 all correspondence to, or from, the Board;

7.3.2.3 the custody of all minutes, records, and documents of the Board;

7.3.2.4 the seal of the NSHA;

7.3.2.5 such notice as is required in these bylaws of all meetings of the

Board and committees; and

7.3.2.6 all attendance records of those attending the meeting of the Board.

7.4 Treasurer

7.4.1 The Treasurer shall be elected by the Board from among the voting

members of the Board and shall

7.4.1.1 act as the Chair of the Finance and Audit Committee; and

7.4.1.2 perform such other duties as may from time to time be determined

by the Board.

8. CEO

8.1 The Board shall retain a CEO who shall

8.1.1 be accountable for the overall management of all aspects of the NSHA’s

operation, in accordance with the policies established by the Board under

the terms of the Act;

8.1.2 assist the Board in establishing and monitoring the overall strategic direction

of the NSHA, including leading the development and implementation of the

NSHA’s Business Plan and other objects and goals of the NSHA as

established by the Board from time to time in the NSHA’s strategic plan;

8.1.3 assist the Board in development of the NSHA’s health services plan and

lead the implementation of that plan;

8.1.4 ensure all NSHA staff and medical staff comply with the bylaws and

policies of the Board;

8.1.5 ensure the effective and efficient use of financial, human, and physical

resources in the NSHA’s day-to day operations;

8.1.6 establish and maintain an overall communications plan for the NSHA, its

services, staff, patients, service recipients, and the public;

8.1.7 maintain relationships with the Department of Health & [and] Wellness,

health associations, applicable municipal and federal bodies, ancillary

organizations of the NSHA and community health boards;

8.1.8 normally, at the discretion of the CEO, attend all meetings of the Board and

of its committees, and may attend any meeting of an ancillary organization,

community health board or an organization which is funded either in whole

or in part by the NSHA;

8.1.9 hire, discharge, manage, and direct all employees of the NSHA, including

the senior staff;

8.1.10 be responsible for all business activities of the NSHA;

8.1.11 ensure that processes are in place for the clinical supervision of care/services

in any health care facility or service operated by the NSHA, and in carrying

out this responsibility, the CEO shall have the power to delegate this

responsibility to staff, in accordance with policies or delegation framework

established by the Board; and

8.1.12 carry out such other duties as assigned by the Board from time to time.

8.1.13 The Board may from time to time appoint a person to act in the place of the

CEO as it sees fit. [ sic ]

9. Meetings of the Board

9.1 Regular meetings

9.1.1 Regular meetings of the Board shall be held at least six (6) times per a year

and otherwise on the call of the Chairs as may be required to meet the

operational needs of the NSHA including but not limited to the time

sensitive requirements to appoint members of the Medical Staff. Such

meetings will be held at a time and place as determined by the Board and at

least four (4) meetings, including the Annual General Meeting, will include

an open portion for public attendance.

9.1.2 At the discretion of the Board, attendance of directors at meetings of the

Board or any committee of the Board may occur by means of

teleconferencing, video-conferencing or other electronic medium which, in

the discretion of the Board, appropriately provides forinput from and

interaction between directors attending such meeting. Directors attending

the Board or committee meetings by tele- or video-conferencing or other

such electronic medium shall be deemed to be present at the Board or

committee meeting for all purposes under these bylaws.

9.1.3 Notice of regular meetings of the Board shall be given, in writing, not less

than forty-eight hours prior to the meeting. Such writing may be provided

through electronic means, for example through e-mail.

9.1.4 The Chair shall determine the order of business to be followed and

otherwise regulate the meetings.

9.2 In camera meetings

9.2.1 The meetings of the Board of Directors of the NSHA are attended by

directors and persons invited by the Board to attend a meeting or a part

thereof, however, as a matter of general practice, the Board of Directors will

9.2.1.1 convene an in camera meeting before each regular meeting of the

Board with Directors only, followed by an in camera Executive

Briefing Meeting, with the CEO in attendance; and will convene an

in camera meeting at the conclusion of most regular meetings. All

ex-officio members of the Board, guests, any Directors who are

employees (including the CEO) of or hold medical staff privileges

with the NSHA will be excused from these in camera meetings, at

the discretion of the Chair.

9.2.1.2 move in camera or hold Board meetings that are not open to the

public where it determines it is in the best interests of [the] Nova

Scotia Health Authority to do so.

9.2.2 The record of decisions reached during an in camera meeting will be housed

in the Office of the General Counsel, and at any time board members may

request to view these minutes.

9.2.3 [repealed]

9.2.4 [repealed]

9.2.5 [repealed]

9.3 Special meetings

9.3.1 Special meetings of the Board may be called by the Chair on his or her

initiative or pursuant to

section 9.3.2 by giving notice (in writing or by

telephone) to all directors at least forty-eight hours in advance of the

meeting, except where the Chair is of the opinion that a matter(

s) is of an

urgent nature and requires the immediate attention of the Board, notice may

be given by telephone to all directors at least 8 hours in advance of the

meeting.

9.3.2 The Secretary shall call a special meeting of the Board as per s. [section]

9.3.1 when the Chair has received notice in writing from at least four (4) of

the directors requesting a special meeting.

9.3.3 Notice of a special meeting shall specify the purpose of the meeting.

Business other than that for which the special meeting was called shall not

be transacted.

9.3.4 Notwithstanding clause 9.3.3, where all directors are present at a special

meeting and unanimously agree, business other than the special business

included in the agenda for such meeting may be discussed and transacted.

9.3.5 If a quorum is not present for a special meeting, the meeting shall stand

adjourned, and the Secretary shall notify all members of the new date, time,

and place for this special meeting.

9.4 Annual meetings

9.4.1 The annual meeting of the Board shall be public and shall be held each year

within six months of the end of the fiscal year and at such date, time and

place as the Board shall determine.

9.4.2 Business conducted at the annual meeting shall include

9.4.2.1 adoption of minutes of last annual meeting;

9.4.2.2 unfinished business from the prior annual general meeting;

9.4.2.3 receipt of reports;

9.4.2.4 election of officers;

9.4.2.5 appointment of chairs of Board committees;

9.4.2.6 appointment of members of Board committees;

9.4.2.7 appointment of auditors; and

9.4.2.8 adjournment.

10. Procedure for Board and Board committee meetings

10.1 A quorum for a Board meeting means a majority of the voting members appointed

to the Board.

10.2 A quorum for a committee meeting shall be a majority of the membership of the

committee unless otherwise specified by the Board.

10.3 The notice period for a committee meeting shall be seven days except where the

Chair of the committee deems otherwise.

10.4 No meeting of the Board or a Board committee shall be valid where notice has not

been given according to the bylaws, except where all the persons not receiving such

notice and in the form required by the bylaws waive the necessity of such notice.

10.5 Questions arising at any meeting of the Board or Board committees shall be decided

by a majority of votes.

10.6 The Chair shall be entitled to vote and in the situation of equality of votes, the

motion shall be considered defeated.

10.7 All votes at any such meeting shall be taken by ballot if so demanded by any

member present, but if no demand is made, the vote shall be taken by oral assent or

dissent.

10.8 Each member shall have only one vote and there shall be no voting by proxy.

10.9 The Secretary shall be an ex-officio [ex officio] non-voting member on all Board

committees.

10.10 Notwithstanding subsection 10.9, committee members who are not members of the

Board shall be entitled to vote at Board committee meetings.

10.11 Minutes shall be kept of all meetings of the Board and of all meetings of all Board

committees. All such minutes of the Board and such committees shall be distributed

to all members of the Board following such meetings.

10.12 Any question of procedure at or for any meeting of the Board or Board committee

which has not been provided for in these bylaws shall be determined by the Chair of

the meeting in accordance with “Bourinot’s Rules of Order”.

11. Committees of the Board

11.1 The Board shall appoint such committees as it may deem necessary for the proper

governance of the NSHA and shall set their terms of reference and appoint chairs of

such committees and the members, including directors and non-directors.

11.2 The members of a committee shall choose from among their membership another

Director who shall fill the role of Vice Chair of the committee.

11.3 Board committees shall have the authority to make recommendations to the Board

for decision by the Board and shall have the authority to make independent

decisions only if such authority is expressly delegated to the committee by the

Board in the committees’ [committee’s] terms of reference or otherwise by

resolution of the Board.

11.4 [The] chair of a committee may designate the responsibility of secretary to a

member of the committee who may not be a director.

11.5 A committee secretary shall be responsible for

11.5.1 the minutes of all committee meetings and circulating the minutes to all

committee members; and

11.5.2 all attendance records of those attending committee meetings.

11.6 Standing committees

11.6.1 Standing committees shall include, but are not limited to

11.6.1.1Governance Committee,

11.6.1.2Human Resources Committee,

11.6.1.3Finance and Audit Committee,

11.6.1.4Audit Committee

11.6.1.5Quality Improvement & [and] Safety Committee.

12. Ad hoc committees

12.1 The Board may from time to time appoint such ad hoc committees as it may deem

advisable, and the composition, duties, and tenure of such committees shall be

solely at the discretion of the Board.

12.2 Any ad hoc committee constituted hereunder shall be deemed to be dissolved when

it has fulfilled its terms of reference and has reported to the Board

13. Delegation

13.1 Except as provided in these bylaws, in the contract retaining the CEO or as

specifically authorized by Resolution of the Board of Directors or in the Board’s

delegation framework, the powers and functions of the Board shall not be exercised

through or delegated to any person or persons other than Officers of the Board,

committees of the Board, the CEO and those persons appointed as senior staff of

the NSHA.

14. Banking

14.1 All monies received by or on behalf of the NSHA shall be deposited or invested in

such a manner as designated by the Board.

14.2 Two of the following: the Chair, Treasurer, CEO, the Chief Financial Officer or

such others as designated by the Board are hereby authorized for and in the name of

the NSHA

14.2.1 to draw, accept, sign and make all or any bills of exchange, promissory

notes, cheques and orders for payment of money;

14.2.2 to receive all monies and to give acquittance for the same;

14.2.3 subject to the approval of the Board and any restrictions pursuant to the Act,

to borrow money from a bank or other lending institution, by incurring an

overdraft or otherwise;

14.2.4 subject to the approval of the Board, to assign and transfer to the bank, trust

company or other financial institution, all or any stocks, bonds or other

securities;

14.2.5 to sign on behalf of the NSHA all contracts, agreements, conveyances,

mortgages or other documents as may be required and as authorized by the

Board; and

14.2.6 generally, for and in the name and on behalf of the NSHA, to transact with

the bank, trust company or other financial institution, any business they may

think fit.

15. Crime insurance/bonding

15.1 NSHA shall secure in respect of such directors, officers and employees of the

NSHA as the Board may from time to time designate, without limitation,

comprehensive crime insurance coverage on a commercial blanket basis for the

limit of liability designated by the Board and in addition to this coverage, the Board

may from time to time direct the CEO to obtain an alternative form of employee

fidelity bond in respect to any such directors, officers and employees.

16. Insurance

16.1The Board shall purchase and maintain such insurance for the benefit of its directors and

staff as may be considered necessary and advisable.

17. Auditors

17.1 An auditor shall be appointed and have such rights and responsibilities as prescribed

by the Act.

18. Fiscal year

18.1 The fiscal year of the NSHA begins on April 1st and ends on March 31st in the

following year.

19. Ancillary organizations

19.1 The Board may approve the establishment of and as applicable the dissolution of

ancillary organizations as it deems advisable and the use of the NSHA’s name for

the purpose of assisting and promoting the work of the NSHA.

19.2 Each organization shall elect its own officers and may establish bylaws for its

operation.

19.3 The board of an ancillary organization may include a representative of the Board.

19.4 The mission and vision of an ancillary organization shall be consistent with the

mission and vision of the NSHA.

19.5 An ancillary organization shall, upon the request of the Board, submit a copy of

their annual audited statements.

19.6 Notwithstanding subsection 19.5, a foundation shall submit a copy of its annual

audited financial statement, as required by the Act.

20. Amendment of bylaws

20.1 The Board will at least biennially and otherwise as may be required consider

whether it would be beneficial to recommend to the Minister that he/she approve

amendments to these bylaws.

20.2 Subject to

section 21.1 of these bylaws and notwithstanding any other provision of

these bylaws, no notice of motion concerning a bylaw or an amendment of these

bylaws under

section 20.1 or otherwise shall be made at a Board meeting without

circulation of such notice at least fourteen days prior to the Board meeting.

21. Adoption of by-laws

21.1 A bylaw or amendment passed at a properly constituted meeting of the Board has

no force or effect in law until it is approved by the Minister of Health [and

Wellness] pursuant to

Section 24 of the Act.

Legislative History

Reference Tables

Nova Scotia Health Authority

Corporate Bylaws

N.S.

Reg.

29/2017

Health Authorities Act

Note: The information in these tables does not

form part of the regulations and is compiled by the Office of the Registrar

of Regulations for reference only.

Source Law

The current consolidation of the Nova Scotia Health Authority Corporate Bylaws made

under the Health Authorities Act includes all of the following regulations:

N.S.

Regulation

In force

date*

How in force

Royal Gazette

Part II Issue

29/2017

Mar 10, 2017

date specified

Mar 17, 2017

58/2019

Apr 4, 2019

date specified

Apr 26, 2019

The following regulations are not yet in force and are not

included in the current consolidation:

N.S.

Regulation

In force

date*

How in force

Royal Gazette

Part II Issue

*See subsection 3(6) of the Regulations Act for

rules about in force dates of regulations.

Amendments by Provision

ad. = added

am. = amended

fc. = fee change

ra. = reassigned

rep. = repealed

rs . = repealed and substituted

Provision affected

How affected

7.4.1.1 ...............................................

am. 58/2019

9.1.1 ..................................................

rs . 58/2019

9.2.1.1 ...............................................

rs . 58/2019

9.2.1.2 ...............................................

rs . 58/2019

9.2.2 ..................................................

rs . 58/2019

9.2.3-9.2.5 .........................................

rep. 58/2019

10.9 ...................................................

rs . 58/2019

11.6.1.3 .............................................

am. 58/2019

Note that changes to headings are not

included in the above table.

Editorial Notes and Corrections

Note

Effective

date

Repealed and Superseded

N.S.

Regulation

Title

In force

date

Repealed

date

186/2015

Nova Scotia Health

Authority Corporate Bylaws

Apr 1, 2015

Mar 10, 2017

Note: Only

regulations that are specifically repealed and replaced appear in this

table. It may not reflect the entire

history of regulations on this subject matter.