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.
1. 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
1. 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.
The following regulations are not yet in force and are not
included in the current consolidation: