By-Law No. 1 - BH.50.01

BY-LAW NO. 1

BEING THE GENERAL BY-LAW OF

THE BOARD OF HEALTH FOR WELLINGTON-DUFFERIN-GUELPH HEALTH UNIT

(Hereinafter referred to as the “BOH”)

BY-LAW No. 1 TABLE OF CONTENTS

1. DEFINITIONS ………………………………………………………………………………………………………1

2. CONFLICT WITH THE ACT …………………………………………………………………………………1

3. DUTY OF THE BOH …………………………………………………………………………………………….2

4. COMPOSITION OF THE BOH ………………………………………………………………………………2

4.1 Appointment of BOH …………………………………………………………………………………….2

4.2 Municipal Members ………………………………………………………………………………………2

4.3 Appointments by the Province of Ontario …………………………………………………………2

4.4 Term of Office ………………………………………………………………………………………………2

4.5 Remuneration ……………………………………………………………………………………………….2

4.6 Rate of Remuneration …………………………………………………………………………………….2

4.7 Expenses ………………………………………………………………………………………………………3

4.8 Disqualifications ……………………………………………………………………………………………3

4.9 Vacancy ……………………………………………………………………………………………………….3

4.10 BOH Participation …………………………………………………………………………………………3

5. OFFICERS AND EMPLOYEES ……………………………………………………………………………..4

5.1 Medical Officer of Health ………………………………………………………………………………4

5.2 Use of Title …………………………………………………………………………………………………..4

5.3 Duties Medical Officer of Health …………………………………………………………………….4

5.4 Direction of Staff …………………………………………………………………………………………..4

5.5 Management …………………………………………………………………………………………………4

5.6 Attendances at Meetings of the BOH ……………………………………………………………….4

5.7 Dismissal of Medical Officer of Health ……………………………………………………………4

5.8 Notice and Attendance …………………………………………………………………………………..5

5.9 Director of Administrative Services …………………………………………………………………5

5.10 Additional Staff …………………………………………………………………………………………….5

5.11 Election of Officers ……………………………………………………………………………………….5

5.12 Chair ……………………………………………………………………………………………………………6

5.13 Duties of the Chair at Meetings ……………………………………………………………………….6

5.14 Vice-Chair ……………………………………………………………………………………………………7

5.15 Secretary-Treasurer ……………………………………………………………………………………….7

5.16 BOH Member ……………………………………………………………………………………………….7

6. PROCEEDINGS AT BOH MEETINGS …………………………………………………………………..7

6.1 General ………………………………………………………………………………………………………..7

6.2 Quorum ………………………………………………………………………………………………………..8

6.3 Regular Meetings ………………………………………………………………………………………….8

6.4 Electronic Participation in Meetings ………………………………………………………………..8

6.5 Special Meetings …………………………………………………………………………………………..9

6.6 BOH Member Notification ……………………………………………………………………………..9

6.7 Delivery of Notice …………………………………………………………………………………………9

6.8 Absence of BOH Members …………………………………………………………………………….9

6.9 Public Notification of BOH Meetings ………………………………………………………………9

6.10 Order of Business ………………………………………………………………………………………..10

6.11 Minutes ………………………………………………………………………………………………………10

6.12 Commencement of Meetings…………………………………………………………………………11 

6.13 No Quorum Prior to Meeting ………………………………………………………………………..11

6.14 No Quorum During Meeting …………………………………………………………………………11

6.15 Convening Closed Sessions of BOH Meetings ………………………………………………..11

6.16 Criteria for a Closed Session Meeting …………………………………………………………….11

6.17 Criteria for Appointment of an Investigator …………………………………………………….12

6.18 Corporate Seal …………………………………………………………………………………………….13

6.19 Execution of Documents ………………………………………………………………………………13

7. BOH COMMITTEES …………………………………………………………………………………………..13

7.1 Establishment of Committees ………………………………………………………………………..13

7.2 Electronic Participation in Committee Meetings ……………………………………………..13

7.3 Executive Committee …………………………………………………………………………………..13

7.4 Committee Chairs ………………………………………………………………………………………..14

7.5 Duties of Committee Chair……………………………………………………………………………14

7.6 BOH Members Right to Attend……………………………………………………………………..14

7.7 Committee Authority and Voting Rights ………………………………………………………..14

7.8 Quorum ………………………………………………………………………………………………………15

7.9 Convening Closed Session Meetings ……………………………………………………………..15

7.10 Record Keeping Requirements for Meetings …………………………………………………..15

8. CONDUCT OF VISITORS AT BOH MEETINGS & COMMITTEES ………………………15

8.1 Admission to the BOH Table ………………………………………………………………………..15

8.2 Addressing the BOH ……………………………………………………………………………………15

8.3 Keeping Order …………………………………………………………………………………………….16

9. RULES OF DEBATE AT BOH MEETINGS & COMMITTEES ………………………………16

9.1 Conduct of Speakers and BOH Members ……………………………………………………….16

9.2 Limits on Speaking ………………………………………………………………………………………16

9.3 Prohibited Discussions …………………………………………………………………………………17

9.4 Points of Order ……………………………………………………………………………………………17

9.5 Conflicts of Interest ……………………………………………………………………………………..17

10. MOTIONS, ORDER OF PUTTING QUESTIONS AND VOTING AT MEETINGS & COMMITTEES ……………………………………………………………………………………………….17

10.1 Motions ………………………………………………………………………………………………………17

10.2 While Motion Under Debate …………………………………………………………………………18

10.3 Motion to Vote ……………………………………………………………………………………………18

10.4 Jurisdiction …………………………………………………………………………………………………18

10.5 Motions Contrary to Rules ……………………………………………………………………………18

10.6 Voting on Motions……………………………………………………………………………………….18

10.7 Unrecorded Vote …………………………………………………………………………………………19

10.8 Recorded Vote …………………………………………………………………………………………….19

10.9 Tie Vote ……………………………………………………………………………………………………..19

10.10 Reconsideration of a Matter ………………………………………………………………………….19

10.11 Amendments ……………………………………………………………………………………………….20

10.12 Motions to Divide ………………………………………………………………………………………..20

10.13 Approval of Motions ……………………………………………………………………………………20

10.14 Adjournment ……………………………………………………………………………………………….20

11. BY-LAWS ………………………………………………………………………………………………………….20

11.1 Proceedings on By-Laws ………………………………………………………………………………20 

11.2 Amendment of By-Laws ………………………………………………………………………………21

11.3 Endorsement of Secretary-Treasurer ………………………………………………………………21

11.4 Passed By-Laws ………………………………………………………………………………………….21

11.5 Location of By-Laws ……………………………………………………………………………………21 

BY-LAW NO. 1

1. DEFINITIONS

“Act” means the Heath Protection and Promotion Act (Ontario), or any statute that may be substituted therefore, including the regulations made thereunder, as amended from time to time;

“Agenda” means an agenda prepared by the Medical Officer of Health as described in Subsection 6.11 of these by-laws;

BOH” means the Board of Directors for the Wellington-Dufferin-Guelph Health Unit.

“Closed Meeting” means a meeting of the BOH that is closed to the public;

“Committee” means a committee established by the BOH;

“Director(s)” means a BOH Director(s);

“Electronic Participation” means attendance by video conferencing or teleconferencing;

“Emergency” has the same meaning as it does in the Emergency Management and Civil Protection Act (Ontario) and means a situation or an impending situation that constitutes a danger of major proportions that could result in serious harm to persons or substantial damage to property and that is caused by the forces of nature, a disease or other health risk, an accident or an act whether intentional or otherwise;

“Heath Unit” means the Wellington-Dufferin-Guelph Health Unit;

“Meeting” means any regular, special or other meeting of the BOH or of a committee, where, (a) quorum of members is present, and (b) members discuss or otherwise deal with any matter in a way that materially advances the business or decision-making of the BOH or committee.

“Minister” means the Minister of Health and Long-Term Care;

“Municipal member” means a person appointed to the BOH by the council of a municipality;

“Obligated municipality” means an upper or single-tier municipality that is situated, in whole or in part, in the area that comprises the Health Unit;

“Regulations” means the Regulations made under the Act;

“Rules” means Roberts Rules of Order;

Subject to the definitions in this Section, terms that are defined in the Act are used in these by-laws with the same meaning.

2. CONFLICT WITH THE ACT

Where there is a conflict between these by-laws and the provisions in the Heath Protection and Promotion Act, the provisions of the Act shall prevail.

3. DUTY OF THE BOH

Pursuant to the Act the BOH shall superintend, provide or ensure provision of the health programs and services required by the Act and its Regulations to the persons who reside in the Wellington-Dufferin-Guelph Health Unit and the BOH shall also perform such other functions as are required by or under the Act or any other Legislative Act.

4. COMPOSITION OF THE BOH

4.1 Appointment of BOH

All members of the BOH shall be appointed under the Act and its Regulations.

4.2 Municipal Members

Subject to the requirements of the Act and its Regulations there shall be eight municipal members on the BOH as follows:

(a) Three members appointed by the Municipal Council of the County of Wellington;

(b) Two members appointed by the Municipal Council of the County of Dufferin; and

(c) Three members appointed by the Municipal Council of the City of Guelph.

4.3 Appointments by the Province of Ontario

The Province of Ontario may appoint one or more persons to the BOH but the number of members so appointed shall be less than the number of municipal members on the BOH.

4.4 Term of Office

A member of the BOH appointed by the Lieutenant Governor in Council may be appointed for a term of one, two or three years. If, as a result of amendments to the Act, there is a conflict between this Section and the provisions in the Act, the provisions of the Act shall prevail. The term of office of a municipal member continues during the pleasure of the council that appointed the municipal member but, unless ended sooner, ends with the ending of the term of office of the council.

4.5 Remuneration

The BOH shall pay all members of the BOH on a daily basis and at the same rate, in accordance with BOH policy CA.45.01.504, provided that any member who is also a member of the council of a municipality and who is paid annual remuneration to attend BOH meetings by the municipality shall not also be remunerated by the BOH.

4.6 Rate of Remuneration

The rate of remuneration paid by the BOH to a member is in accordance with BOH Policy CA.45.01.501.

4.7 Expenses

The BOH shall pay the reasonable and actual expenses of each member of the BOH in accordance with BOH policy CA.45.01.504, provided that any member who is also a member of the council of a municipality and who has their reasonable and actual expenses paid for by the municipality shall not also have their expenses paid by the BOH.

4.8 Disqualifications

The seat of a municipal member of the BOH becomes vacant for the same reasons that a seat of a member of council becomes vacant under subsection 259(1) of the Municipal Act, 2001. No person whose services are employed by the BOH is qualified to be a member of the BOH.

4.9 Vacancy

Where a vacancy occurs on the BOH by the death, disqualification, resignation or removal of a member, the person or body that appointed the member shall appoint a person forthwith to fill the vacancy for the remainder of the term of the member.

4.10 BOH Participation

Each Director recognizes the public trust placed in them by virtue of their appointment to the BOH, and in accepting such appointment, each Director commits to full, active and constructive participation in the decision-making process of the BOH, including:

(a) personally attending meetings whenever possible;

(b) being prompt and ready to begin business by the scheduled start time of meetings;

(c) coming to meetings with background material read and considered;

(d) serving on at least one BOH committee;

(e) deferring to the roles and responsibilities of the Officers and Executive Committee of the BOH as outlined herein;

(f) at all times participating in a manner which demonstrates respect for BOH members and for employees of the organization;

(g) considering where other commitments result in missing three consecutive BOH meetings, or more than four BOH meetings in any twelve month period, whether they should recommend that an alternate appointee be sought; and

(h) agreeing to maintain the confidentiality of information to which Directors have access during Closed Meetings of the BOH and Committees of the BOH by annually executing a Conflict of Interest and Confidentiality Agreement in a form approved by the BOH.

5. OFFICERS AND EMPLOYEES

5.1 Medical Officer of Health

Section 62(1)(a) of the HPPA requires every BOH to appoint a full-time Medical Officer of Health. The BOH may also appoint one or more Associate Medical Officer(s) of Health(s) (s. 62(1)(b)). No person is eligible to be appointed Medical Officer of Health unless he or she meets the requirements set out in the Act and the Regulations. All proposed Medical Officer of Health and Associate Medical Officer of Health appointments shall be conditional upon the approval of the Minister.

5.2 Use of Title

The BOH shall not use the term Medical Officer of Health to describe the position of any person unless the person is the Medical Officer of Health, Associate Medical Officer of Health, or Acting Medical Officer of Health.

5.3 Duties Medical Officer of Health

The Medical Officer of Health reports directly to the BOH on issues relating to public health concerns and to public health programs and services under the Act or any other Legislative Act.

5.4 Direction of Staff

The employees of and the persons whose services are engaged by the BOH are subject to the direction of and are responsible to the Medical Officer of Health if their duties relate to the delivery of public health programs or services under this or any other Act.

5.5 Management

The Medical Officer of Health is responsible to the BOH for the management of the public health programs and services under this or any other Act.

5.6 Attendances at Meetings of the BOH

The Medical Officer of Health shall be notified of every meeting of the BOH and every meeting of every Committee of the BOH, and is entitled to attend all such meetings as an ex-officio member, but the BOH may require the Medical Officer of Health to withdraw from any part of a meeting at which the BOH or Committee intends to discuss a matter related to the remuneration or the performance of the duties of the Medical Officer of Health.

5.7 Dismissal of Medical Officer of Health

A decision by the BOH to dismiss a Medical Officer of Health or an Associate Medical Officer of Health from office is not effective unless:

(a) the decision is carried by the vote of two-thirds of the members of the BOH; and

(b) the Minister consents in writing to the dismissal.

5.8 Notice and Attendance

The BOH shall not vote on the dismissal of a Medical Officer of Health or an Associate Medical Officer of Health unless the BOH has given the Medical Officer of Health or Associate Medical Officer of Health,

(a) reasonable written notice of the time, place and purpose of the meeting at which the dismissal is to be considered;

(b) a written statement of the reason for the proposal to dismiss the Medical Officer of Health or Associate Medical Officer of Health; and

(c) an opportunity to attend and to make representations to the BOH at the meeting.

5.9 Director of Administrative Services

The Medical Officer of Health shall appoint an individual to the position of Director of Administrative Services to carry out the responsibilities assigned to them by these by-laws and to fulfill such other duties as required by the BOH or the Medical Officer of Health.

5.10 Additional Staff

The BOH shall engage the services of such persons, including public health nurses, as are considered necessary to carry out the functions of the BOH, including the duties of the BOH in respect of mandatory health programs and services under the Act.

5.11 Election of Officers

The BOH shall elect a Chair, Vice-Chair and Secretary-Treasurer, annually, as its first order of business. The term of the Chair, Vice-Chair and Secretary-Treasurer so elected shall run until the first meeting in the year after the year in which they were elected.

The election for the position of BOH Chair will take place first, and will be conducted by the Medical Officer of Health, or in their absence the incumbent Vice Chair. The newly elected Chair shall thereafter preside over the subsequent elections for Vice-Chair and Treasurer, and the balance of the meeting.

The election for each of these positions will be conducted as follows:

(a) Any Director may nominate a candidate. If the nomination is seconded, and the candidate accepts, the nomination stands;

(b) At least two calls for additional nominations for the position will be made before a vote is taken;

(c) If there is only one duly nominated candidate, that person shall be declared acclaimed to the position;

(d) Where there are two duly nominated candidates, a secret written vote shall be held, and the person receiving the most votes shall be declared elected to the position;

(e) If there are more than two candidates, a secret vote shall be held, and the person receiving the most votes shall be declared elected, providing that they have received a majority of the votes cast. Where no one candidate has received a majority of votes cast, the person with the least number of votes shall be dropped from the ballot and a second vote shall be held. If there are two candidates who are tied with the least number of votes, their names shall be placed in a draw, and the name drawn shall be the candidate who remain on the ballot. This process shall be repeated until one candidate has obtained a majority of votes cast, at which point they shall be declared elected to the position.

5.12 Chair

The role and responsibility of the Chair of the BOH are described in detail in BOH Policy; Governance Framework CA.45.01.500 and include the following:

(a) The Chair shall preside at all BOH meetings.

(b) The Chair represents the BOH at public or official functions or designates another BOH member to do so, and only the Chair or designate may speak publicly on behalf of the BOH.

(c) When the Chair is unable to act for any reason, or the office is vacant the Vice-Chair will act in their place and while doing so may exercise all the rights, powers and authority of the Chair.

(d) When the Chair and Vice-Chair are both absent the Secretary-Treasurer of the BOH may act in their place and while doing so may exercise all the rights, powers and authority of the Chair.

(e) The Chair may delegate a BOH member to act on his or her behalf when necessary for other responsibilities of the Chair.

(f) The Chair shall be an ex-officio member of all Committees to which he/she has not been named a member. As an ex-officio member of a Committee the Chair shall be allowed to participate fully in the work of the Committee but he/she shall not be permitted a vote in the Committee and cannot move or second any motions.

5.13 Duties of the Chair at Meetings

The duties of the Chair at BOH meetings shall be to:

(a) Call the meeting to order;

(b) Request a motion to approve the agenda, subject to any amendments;

(c) Request a motion to approve the minutes of the previous BOH meeting;

(d) Conduct the meeting in accordance with the agenda, this By-Law, and the Rules;

(e) Maintain order and decorum;

(f) Make rulings when necessary on points of order;

(g) Report to the BOH on all communications received by the Chair on behalf of the BOH since the previous meeting, and provide copies where relevant or requested of all written correspondence received;

(h) Request a motion to recess if for any reason the meeting must end but the agenda has not been fully heard, or request a motion to adjourn if the business of the meeting is concluded.

The Chair is a voting member of the BOH at all meetings.

If during a meeting the Chair wishes to leave the chair for the purpose of taking part in the debate or otherwise, he or she shall call on the Vice-Chair or in their absence the Secretary-Treasurer to chair the meeting for the debate and vote of that item on the agenda. The Chair may resume their role upon resolution of the agenda item or motion in question.

5.14 Vice-Chair

The role and responsibility of the BOH Vice-Chair is described in detail in BOH Policy; Governance Framework CA.45.01.500. The Vice-Chair shall have all the powers and perform all the duties of the Chair in the absence or disability of the Chair, together with such powers and duties, if any, as may be from time to time assigned by the BOH.

5.15 Secretary-Treasurer

The role and responsibility of the BOH Secretary-Treasurer is described in detail in BOH Policy; Governance Framework CA.45.01.500. The Secretary-Treasurer shall provide oversight on the financial position of the BOH and ensure that reports on the financial position of the BOH are prepared and provided in a regularly scheduled manner. The Secretary-Treasurer shall ensure that the written documentation and corporate reporting of the BOH are maintained in accordance with the by-laws and any BOH policies. The Secretary-Treasurer shall Chair the Finance and Facilities Committee.

5.16 BOH Member

The role and responsibility of individual BOH directors is described in detail in BOH Policy; Governance Framework CA.45.01.500 and in section 4.10 above.

6. PROCEEDINGS AT BOH MEETINGS

6.1 General

Except as herein provided, Robert’s Rules of Order shall be followed at BOH meetings.

6.2 Quorum

A majority of the members of the BOH constitutes a quorum of the BOH. The Chair is included as a member of the BOH in constituting a quorum.

6.3 Regular Meetings

Regular meetings shall be held at dates, times and location as determined by the BOH at the first regular meeting of the year, which shall be published in accordance with this By-Law as soon as reasonably possible after they have been scheduled. The BOH may by resolution, alter the time, day or place of any meeting, and will similarly publish notice of any such changes.

All meetings will be held at a designated WDGPH office of the BOH unless otherwise specified by Chair and communicated with reasonable notice to all BOH members.

6.4 Electronic Participation in Meetings

(a) A member of the BOH who participates in a meeting through electronic means in accordance with Municipal Act shall be deemed to be present at the meeting as permitted in accordance with the Municipal Act.

(b) In accordance with section 283(3.1) of the Municipal Act, as amended a member of the BOH who participates in a meeting through electronic means shall not be counted in determining whether a quorum of members is present at any point in time.

(c) A BOH member who is participating electronically in a meeting shall be able to vote on any matter that is before the BOH, subject to the restriction of a meeting which is closed to the public.

(d) The meeting must be held in a physical location and regardless of how many BOH members are participating electronically there must be quorum of members present at the location in order for the business of the meeting to proceed.

(e) At every meeting of the BOH the following persons shall be physically present in the meeting room of the BOH:

(i) The Chair of the BOH (or his/her designate);

(ii) A quorum of the members of the BOH; and

(iii) The Medical Officer of Health (or his/her designate)

(f) Despite the provisions in this document that provide for a member of the BOH to attend a meeting by electronic means, a member of the BOH shall be physically present for at least five regular meetings of the BOH in each 12-month period beginning January 1.

(g) The meeting shall otherwise observe all the rules which govern the proceedings of the BOH. The details on electronic participation at meetings are described in the BOH Policy and Procedure.

 

(h) In accordance with section 238 of the Municipal Act a member of the BOH shall not participate electronically in a meeting which is closed to the public.

6.5 Special Meetings

A special meeting may be called by the Chair of the BOH, or any three BOH members may initiate a special meeting by written notice to the Secretary-Treasurer. A written notice calling for a special meeting of the BOH shall state the business that will be considered at the special meeting and no other business other than that stated in the notice shall be considered at the special meeting except with the unanimous consent of the BOH members present and voting.

All BOH members will be notified and will be provided with an agenda and any supporting documentation upon which their decision-making will rely at least seventy-two (72) hours in advance of the time of a Special BOH meeting. This notice requirement may be waived where the reason for calling the meeting is a public health emergency as defined by the Health Protection and Promotion Act, wherein BOH members will receive as much notice as is reasonably possible under the circumstances.

Special Meetings shall not be held during a time which conflicts with a regular meeting or a meeting previously called of the obligated municipalities.

6.6 BOH Member Notification

The Secretary-Treasurer utilizing the office staff of the Medical Officer of Health shall give notice of each regular and special meeting of the BOH to the required BOH members. Each notice of a meeting shall identify that the Agenda and supporting documentation for the meeting have been posted on the BOH intranet site.

6.7 Delivery of Notice

Each BOH member shall provide a current email address to the Secretary-Treasurer and shall be responsible for monitoring that email account. The notice shall be delivered electronically to each BOH member, via the e-mail address provided by each BOH member, as they may designate, so as to be received no later than 5 calendar days prior to the scheduled BOH meeting. Lack of receipt of the notice sent to the email address designated by the member shall not affect the validity of holding the meeting or any action taken at the meeting.

6.8 Absence of BOH Members

BOH members shall notify the office of the Medical Officer of Health as early as possible if they are unable to attend any meeting, and their ‘notice of regret’ shall be recorded in the minutes.

6.9 Public Notification of BOH Meetings

The BOH shall give reasonable notice to the public of each of its meetings by electronically posting the time and place on the BOH website, along with an agenda when one becomes available.

6.10 Order of Business

The Medical Officer of Health shall prepare the agendas for all regular BOH meetings. Agendas shall be approved by the Chair prior to being distributed and published Director’s Additions to the Agenda.

Any Director who would like a matter included on the agenda must give notice (written, e-mail) of the request to the Chair, including any materials to be provided to the BOH for its consideration of the issue, no later than eight (8) days prior to the meeting, in order that it can be included in the BOH package distributed to Directors.

6.11 Minutes

Minutes shall be taken at all regular and special meetings by the Recorder of the BOH, so designated by the Chair. The Recorder shall record:

(a) The time that the meeting is called to order;

(b) The names of all Directors and staff who are present;

(c) Any guests or delegations in attendance;

(d) The approval of the minutes of the previous meeting;

(e) Motions, noting the mover and seconder;

(f) Whether each motion has been carried or defeated;

(g) Where a ‘recorded vote’ has been called for, the vote as cast of each Director;

(h) Committee reports;

(i) Staff reports;

(j) Correspondence received by the BOH;

(k) Any informal direction to the Medical Officer of Health, not requiring a motion;

(l) The departure of any Directors who leave before a meeting concludes, and the time of their departure;

(m) The time the meeting was recessed or adjourned.

Upon approval by the BOH, the minutes of BOH meetings shall be ratified by signature of the BOH Chair and the Medical Officer of Health. Minutes will be made available on the BOH website as soon thereafter as practicable. - 11 -

6.12 Commencement of Meetings

As soon as there is a quorum after the hour fixed for the meeting, the Chair, or in their absence the Vice-Chair, or in their absences the Secretary-Treasurer, or alternatively a person appointed to act in their place in accordance with this By-Law, as below, shall take the chair and call the members to order to preside during the meeting or until the arrival of the person who ought to preside.

6.13 No Quorum Prior to Meeting

If there is no quorum within thirty (30) minutes after the time appointed for the meeting, the BOH shall be adjourned until the next day of meeting and the recorder shall record the names of the BOH members present. The time may be extended at the will of the majority of the BOH members present, for up to one (1) hour.

6.14 No Quorum During Meeting

If any BOH member directs the attention of the Chair to the fact that a quorum is not present at any time during the meeting, the recorder, at the request of the Chair, shall immediately, record the names of those present and advise the Chair whether or not quorum exists. If quorum has been lost before the business of the agenda has been completed, the Chair will immediately declare that the meeting is recessed, stating for the minutes the time and place where the meeting will resume. If the business of the agenda has been substantially completed, the Chair may declare the meeting adjourned.

6.15 Convening Closed Sessions of BOH Meetings

BOH meetings shall be open to the public except where the criteria for a Closed Session Meeting in Section 239(2) of the Municipal Act, 2017 and this By-Law are met. The BOH shall decide by vote that it will close a portion of a meeting during which agenda items satisfying these criteria are discussed, publicly stating before closing the meeting the general nature of the matter to be considered. The BOH shall vote to resume conducting its business in Open Session for all other matters on the agenda, and shall vote on any matter discussed in Closed Session in the Open Session of a meeting.

6.16 Criteria for a Closed Session Meeting

In accordance with Section 239 of the Municipal Act, 2017 all meetings of the BOH shall be open to the public except as provided below:

Exceptions

(a) The security of the property of the BOH;

(b) Personal matters about an identifiable individual, including BOH employees;

(c) A proposed or pending acquisition or disposition of land by the BOH;

(d) Labour relations or employee negotiations;

(e) Litigation or potential litigation, including matters before administrative tribunals, affecting the BOH;

(f) Advice that is subject to solicitor-client privilege, including communications necessary for that purpose;

(g) A matter in respect of which a council, BOH, committee or other body may hold a closed meeting under another Act.

(h) Information explicitly supplied in confidence to the BOH by Canada, a province or territory or a Crown agency of any of them;

(i) A trade secret or scientific, technical, commercial, financial or labour relations information, supplied in confidence to the BOH, which, if disclosed, could reasonably be expected to prejudice significantly the competitive position or interfere significantly with the contractual or other negotiations of a person, group of persons, or organization;

(j) A trade secret or scientific, technical, commercial or financial information that belongs to the municipality or BOH and has monetary value or potential monetary value; or

(k) A position, plan, procedure, criteria or instruction to be applied to any negotiations carried on or to be carried on by or on behalf of the BOH.

(l) Educational or training sessions

A meeting of a BOH or of a committee may be closed to the public where:

1. The meeting is held for the purpose of educating or training the members; and

2. At the meeting, no member discusses or otherwise deals with any matter in a way that materially advances the business or decision-making of the BOH or committee.

(m) Any other matter required or permitted to be dealt with in a closed meeting under s. 239 of the Municipal Act, 2017.

6.17 Criteria for Appointment of an Investigator

Section 239.1 of the Municipal Act provides that a person may request the appointment of an investigator to investigate whether a BOH has complied with the requirements and exemptions for a closed meeting.

If, after making an investigation, the investigator is of the opinion that the meeting or part of the meeting that was the subject-matter of the investigation appears to have been closed to the public contrary to section 239 of the Municipal Act, 2017, the investigator shall report his or her opinion and the reasons for it in a Report to the BOH, and may make such recommendations as he or she thinks fit. The Report would be presented to the BOH by placing it on the Agenda as well as posting it on the website.

If the BOH receives a Report from a person referred to in section 239.1 reporting his or her opinion, and the reasons for it, that a meeting or part of a meeting that was the subject-matter of an investigation by that person appears to have been closed to the public contrary to section 239, the BOH, shall pass a Motion stating how it intends to address the report.

6.18 Corporate Seal

The corporate seal of the BOH shall be in the form impressed hereon and shall be kept by the office of the Medical Officer of Health.

6.19 Execution of Documents

The BOH may at any time by passing of a motion direct the manner in which and the person or persons who may sign on behalf of the BOH to any particular contract, arrangements, conveyance, mortgage, obligation, or other document or any class of contracts, arrangement, bylaw, conveyances, mortgages, obligations or documents.

7. BOH COMMITTEES

7.1 Establishment of Committees

By resolution the BOH may create one or more Committees to make recommendations on any matters that may be dealt with by the BOH.

Except as otherwise provided by this section, Committees shall insofar as is practicable observe the rules which govern the proceedings of the full BOH.

7.2 Electronic Participation in Committee Meetings

The requirements set out in 6.4 above apply for Committee meetings, with the follow exceptions:

• At every BOH Committee meeting, the following persons shall be physically present in the meeting room of the Committee: (i) The Chair of the Committee [or his/her designate] (ii) A quorum of the members of the Committee (iii) The Medical Officer of Health or his/her designate.
• A member of the BOH shall be physically present at BOH Committee meetings, for each Committee they are a member of, at least once in each 12-month period beginning January 1.

7.3 Executive Committee

The Executive Committee of the BOH shall be chaired by the Chair of the BOH.

The Chair and the Vice-Chair of the BOH, the Chairs of all BOH Committees and the Medical Officer of Health shall form the Executive Committee of the BOH. Where a matter must be dealt with before the next scheduled BOH meeting, the Executive Committee may, in accordance with the BOH’s directions, act on its behalf pending the next meeting of the BOH, and shall report to the BOH at the next meeting any action(s) or interim decisions it has had to take on the BOH’s behalf since the previous meeting. 

Where an urgent matter must be addressed by the Executive Committee, and a member of that committee is unable to attend a meeting in person, the Medical Officer of Health will make all reasonable efforts to consult with that member as appropriate under the circumstances.

7.4 Committee Chairs

The Chair of each Committee, other than the Executive Committee, shall be elected/confirmed by the members of the BOH annually, in the same manner as the election of BOH Chair and Vice-Chair, as described herein.

7.5 Duties of Committee Chair

It shall be the duty of the Chair of the Committee or designate:

(a) To report to the BOH on all matters referred to them and to recommend to the BOH for decision such action as the Committee deems necessary;

(b) To forward to the BOH the minutes of the meetings;

(c) To forward to the incoming Committee for the following year any matter not yet disposed of;

(d) To conduct the Committee meetings in person and not electronically;

(e) To introduce any Committee member attending by Electronic Participation at the beginning of the Meeting to the Committee members and the general public present at the Committee meeting;

(f) To establish the process for members attending by Electronic Participation to speak to matters and how votes will be conducted ;

(g) To ensure the Minutes of the Committee meeting reflect the names of anyone attending through Electronic Participation.

7.6 BOH Members Right to Attend

All BOH members may attend to observe any Committee meeting.

7.7 Committee Authority and Voting Rights

No decision of a Committee will bind the BOH of Directors, but the majority vote of any Committee will determine the content of that committee’s recommendation to the full BOH.

Only ex-officio members, and those Directors appointed by the BOH to a Committee may participate in debate. Guests of the Committee or non-appointed Directors may participate in the discussion of the committee with specific leave of the Committee Chair, which shall be considered on an issue-by-issue basis, taking into consideration any special expertise the speaker may contribute to the matter under discussion.

Only Directors appointed to a Committee may vote. Ex-officio members, including the BOH Chair if attending in an ex-officio capacity, shall not have a vote.

7.8 Quorum

A majority of the members of a Committee constitutes a quorum for that Committee. Quorum does not include ex-officio Committee members, including the BOH Chair if attending in an ex-officio capacity or BOH members who have not been appointed by the BOH to that Committee but who have exercised their right to attend. The Chair of the Committee is counted as a member of the Committee for purposes of determining quorum, but does not have to be present for the meeting to proceed or for quorum to be reached.

7.9 Convening Closed Session Meetings

A Committee may hold a Closed Session Meeting under the same circumstances and in accordance with the same procedures as the BOH of Directors.

7.10 Record Keeping Requirements for Meetings

The Committee shall record minutes without note or comment of all decisions and other proceedings of Committee meetings in the same manner as for BOH meetings.

8. CONDUCT OF VISITORS AT BOH MEETINGS & COMMITTEES

8.1 Admission to the BOH Table

No person, except BOH members and officers of the BOH, shall be allowed to sit at the BOH table during meetings, or participate in BOH discussion or debate, without permission of the BOH and in accordance with this section of the By-Law.

8.2 Addressing the BOH

Written comments to the BOH may be submitted to the Chair at any time, and upon receipt shall be forwarded by the Chair to members of the BOH.

Persons wishing to address the BOH must notify the Office of the Medical Officer of Health, at least forty-eight (48) hours before the Agenda for the meeting is posted, in order that the person may be listed on the Agenda and the subject of the presentation be identified. The person shall provide a written detail of the submission, including any visual presentation material at least one week before the BOH meeting in order for this material to be received by the BOH.

Any delegation of more than one person shall be limited to one speaker. A member of the BOH may introduce the delegation in addition to the speaker.

All persons and delegations addressing the BOH, shall be limited to a maximum of five (5) minutes, unless given special permission by the BOH. When more than one person is addressing the BOH, on the same subject, such persons following the first person shall not repeat that which was covered by the preceding speaker(s).

No person shall be permitted to address the BOH on a subject not on the Agenda, unless by permission of the BOH by a two-thirds majority vote except where a person has statutory right to be heard by the BOH. Persons who have a statutory right to be heard by the BOH include, but are not limited to,

(a) The Minister of Health and Long-Term Care and his or her deputies;

(b) The Chief Medical Officer of Health and the Associate Chief Medical Officer of Health and their deputies or agents;

(c) The Medical Officer of Health of the BOH and the Associate Medical Officer of Health of the BOH, unless the discussion relates to their remuneration or performance of their duties;

(d) An Assessor appointed by the Minister of Health and Long-Term Care; and

(e) A person whose right to address the BOH arises pursuant to an Order of a Judge of a Court of competent jurisdiction.

8.3 Keeping Order

No person present at any BOH meeting shall be allowed to disturb or interrupt the proceedings of the BOH, or behave in a disorderly, disruptive or unseemly manner. Any person who does so may be asked by the Chair to leave the meeting and where they refuse to do so, the Chair may call for a motion to recess the meeting until such time as order has been restored, or to a later date if necessary.

9. RULES OF DEBATE AT BOH MEETINGS & COMMITTEES

9.1 Conduct of Speakers and BOH Members

Every BOH member prior to speaking to any question or motion shall raise their hand and respectfully address the Chair upon being recognized. When two or more BOH members wish to speak the Chair shall name the BOH member who, in their opinion, first asked to speak.

9.2 Limits on Speaking

No BOH member may speak to the same question at any one time for longer than five minutes except that the BOH by vote may grant an extension of time, in additional five minute increments.

A BOH member may speak more than once on a question, but after speaking shall be placed at the bottom of the list of members wishing to speak.

Any BOH member may require the question or motion under discussion to be read at any time during the debate, but not so as to interrupt a BOH member while speaking.

9.3 Prohibited Discussions

No BOH member shall speak disrespectfully of the Governor-General, the Lieutenant-Governor of any Province, or any Member of the Senate, the House of Commons of Canada, or the Legislative Assembly of the Province of Ontario or any other Province.

No BOH member shall use offensive words or unparliamentary language against the BOH, or against any BOH member or staff member.

No BOH member shall speak on any subject other than the subject in debate.

No BOH member shall criticize any decision of the BOH except for the purpose of moving that the question be reconsidered.

9.4 Points of Order

The Chair shall preside over the conduct of meetings, including the preservation of good order and decorum, ruling on points of order and deciding all questions relating to the orderly procedure of the meetings.

When a BOH member desires to call attention to a violation of the rules of procedure, they shall ask leave of the Chair to raise a point of order and after leave is granted, they shall state the point of order with a concise explanation and then not speak until the Chair has decided the point of order.

Unless a BOH member immediately appeals to the BOH the decision of the Chair shall be final. The BOH, if appealed to, shall decide the question without debate and its decision shall be final.

When the Chair calls a BOH member to order, he/she shall immediately cease speaking until the point of order is dealt with and he/she shall not speak again without the permission of the chair unless to appeal the ruling of the Chair.

9.5 Conflicts of Interest

The provisions of the Municipal Conflict of Interest Act shall apply.

Members of the BOH shall comply with the Conflict of Interest Policy and Procedure (CA.45.01 506 and CA.45.02.506).

10. MOTIONS, ORDER OF PUTTING QUESTIONS AND VOTING AT MEETINGS & COMMITTEES

10.1 Motions

Every motion shall be deemed to be in possession of the BOH for debate after it is presented by a member of the BOH and seconded, but may with permission of the mover and seconder of the motion be withdrawn at any time before amendment or decision.

10.2 While Motion Under Debate

When a matter is under debate, no motion shall be received other than a motion:

(a) To approve;

(b) To amend;

(c) To refer;

(d) To receive;

(e) To defer;

(f) To adjourn the meeting;

(g) That the vote be now taken;

(h) That no action be taken.

A motion to defer, adjourn the meeting, or take a vote immediately shall be voted on without debate.

A motion to refer or defer shall take precedence over any other amendment.

10.3 Motion to Vote

When a motion that the vote be now taken is presented, it shall be put to a vote without debate, and if carried by a majority vote of the BOH members present, the motion and any amendments thereto under discussion shall be submitted to a vote forthwith without further debate.

10.4 Jurisdiction

Any motion relating to a matter not within the jurisdiction of the BOH shall not be in order.

10.5 Motions Contrary to Rules

Whenever the Chair is of the opinion that a motion is contrary to the rules and privileges of the BOH, they shall inform the BOH members immediately before putting the question and then cite the rule or authority applicable to the case without argument or comment.

10.6 Voting on Motions

Immediately preceding the taking of the vote, the Chair may state the question in the form introduced and shall do so if requested by a BOH member. The motion shall be stated in the precise form in which it will be recorded in the minutes.

After a question is finally put by the chair, no BOH member shall speak to the question nor shall any other motion be made until after the vote is taken and the result has been declared.

10.7 Unrecorded Vote

The manner of determining the decision of the BOH on a motion shall be by a show of hands, except where otherwise specified in this By-Law.

10.8 Recorded Vote

When a recorded vote is requested, the Recording Secretary shall record each vote as it is called, starting with the BOH member who requested the recorded vote and continuing counter-clockwise until all BOH members, including the Chair, have voted.

10.9 Tie Vote

A tie shall be deemed to be a motion lost.

10.10 Reconsideration of a Matter

Any motion or resolution may be reconsidered by the BOH (“Reconsideration”), subject to the following conditions:

(a) A BOH member may move for a Reconsideration by calling a motion for Reconsideration, provided that:

(i) No motion or resolution shall be reconsidered more than once during each successive twelve-month period following the date that the subject motion or resolution was originally made unless a unanimous vote of BOH members present and voting at a BOH meeting is obtained; and

(ii) A motion for Reconsideration may not be reconsidered.

(b) A motion for Reconsideration shall be introduced in writing by way of a notice made to all BOH members prior to issuance of the agenda to the regular or special BOH meeting at which such motion for Reconsideration is to be made;
(c) Subject to paragraph 10.10 (d), a motion for Reconsideration must be carried by the vote of two-thirds of the BOH members present and voting at a BOH meeting;
(d) A motion for Reconsideration of a motion or resolution upon which irreversible action has been taken must be carried by unanimous vote of the BOH members present and voting at a BOH meeting; and
(e) After a motion for Reconsideration has been made and accepted:

(i) The Reconsideration shall be the next order of business unless the motion for Reconsideration specifies a future date for same; and

(ii) No action shall be taken to carry into effect the main motion or resolution under reconsideration until the Reconsideration has been fully disposed of.

10.11 Amendments

Only one amendment at a time can be presented to the main motion and only one amendment can be presented to an amendment, but when the amendment to the amendment has been disposed of, another may be introduced, and when an amendment has been decided, another may be introduced.

Amendments shall be put in the reverse order to that in which they are moved.

Nothing shall prevent other proposed amendments being read for the information of the BOH members.

10.12 Motions to Divide

When a question under consideration contains distinct proposals, upon the request of any BOH member, the vote upon each proposal shall be taken separately.

10.13 Approval of Motions

All BOH motions shall become effective immediately upon approval by the vote of the BOH, unless otherwise stated. All approved and defeated motions shall be recorded in the minutes of the BOH meetings.

10.14 Adjournment

A motion to adjourn the BOH Meeting shall be in order except:

(a) When a member is in possession of the floor;

(b) When it has been decided that the vote be now taken; and

(c) During the taking of the vote.

11. BY-LAWS

11.1 Proceedings on By-Laws

A. The Secretary Treasurer shall submit to the BOH via the Agenda a summary of all By-laws proposed for adoption that includes the By-law numbers and titles.
B. A complete copy of every proposed By-law shall be brought to the BOH Meeting and be available to any person interested in reviewing.
C. By-laws shall be introduced by motion and shall be read three (3) times before being passed.
D. With the concurrence of the BOH, the Secretary Treasurer will dispense with the reading of the By-law titles for 1st, 2nd and 3rd reading.

E. When at the BOH meeting, each By-law, or any portion thereof, shall be read, if requested by the BOH.

11.2 Amendment of By-Laws

Any changes to By-laws made by the BOH shall be reported by the Chair of the BOH, prior to their 3rd reading and shall be received forthwith, and the amendments so incorporated into the By-laws prior to their final reading before the BOH.

11.3 Endorsement of Secretary-Treasurer

The Secretary-Treasurer of the BOH shall endorse on all by-laws read at the BOH the dates of the several readings and of the passing of the by-laws and shall be responsible for the correctness of the language should they be amended.

11.4 Passed By-Laws

Every by-law passed by the BOH shall be sealed with the seal of the BOH, signed by the Chair of the BOH or by the Chair of the meeting at which the by-law was passed and by the Secretary-Treasurer and then deposited with the Medical Officer of Health for custody.

11.5 Location of By-Laws

All by-laws adopted by the BOH shall be kept in a separate volume at the office of the Medical Officer of Health, and are also available on the BOH website.

ENACTED this 5th day of September, 2018.

WITNESS the seal of the BOH.

Original signed document on file
Chair

Original signed document on file
Secretary-Treasurer

DIRECTORS RESOLUTION MAKING AND CONFIRMING

BE IT RESOLVED THAT By-Law Number 1 being the general by-law of the BOH be and the same is hereby made as a by-law of the BOH and the Chair and the Secretary-Treasurer be and they are hereby authorized to sign the by-law.

THE UNDERSIGNED, being all the directors of the BOH hereby sign the foregoing resolution pursuant to the provisions of the Health Protection and Promotion Act (Ontario).

DATED the 5th day of September, 2018.

Original signed document on file
Chair

Original signed document on file
Secretary-Treasurer