Continued Foundations
14 Definitions
15 Foundations
continued
16 By‑laws
re continued foundation
17 Board of
continued foundation
18 Board of
University Hospitals Foundation continued
19 General -
eligibility, term
20 Application of
other sections
21 Winding‑up
continued foundation
22 Special powers
and duties
Regional Health Authority
Foundations
Establishing a
foundation
1 A regional health authority may by by‑law
establish a foundation for any or all of the following purposes:
(a) to
benefit the health region generally;
(b) to
benefit a specific health facility or facilities located or to be located in
the health region;
(c) to
benefit a specific health program or programs operated or to be operated by the
regional health authority.
Contents of by‑law
2(1) A
by‑law establishing a foundation shall contain the following provisions:
(a) the
name of the foundation;
(b) the
purposes for which the foundation is established;
(c) the
number of voting members on the foundation’s board of trustees;
(d) the
qualifications and other eligibility requirements for becoming and remaining a
member of the board of trustees.
(2) No
by‑law under subsection (1) and no amendment or repeal of such a by‑law
has effect unless it is approved by the Minister.
(3) On receiving by‑laws under
this section, the Minister may
(a) approve
the by‑laws as submitted, or
(b) refer
the by‑laws back to the regional health authority to take further action
directed by the Minister and to resubmit the by‑laws.
Board of trustees
3(1) A foundation shall consist of a board of
trustees appointed by the regional health authority.
(2) Subject
to subsection (3), the number of voting members on the board of trustees shall
be as prescribed in the by‑laws under section 2(1)(c).
(3) There
shall be not fewer than 5 nor more than 15 voting members on the board of trustees
and at least one of the voting members must be a member of the regional health
authority establishing the foundation and at least one of the voting members
must be a member of the public who is not a member of the regional health
authority.
(4) The
initial voting members of the board of trustees, other than persons who are
members of the regional health authority, shall be chosen from a list of
persons compiled by the regional health authority pursuant to a public
nomination or appointment process implemented by the regional health authority.
(5) The
subsequent voting members of the board of trustees, other than persons who are
members of the regional health authority, shall be chosen from
(a) a
list of persons nominated by the board of trustees, and
(b) a
list of persons compiled by the regional health authority pursuant to a public
nomination or appointment process implemented by the regional health authority.
(6) The
regional health authority may appoint additional persons as non‑voting
members of the board of trustees.
(7) A
member of the board of trustees shall be appointed for a term not to exceed 3
years and is eligible for reappointment for additional terms.
(8) The
members of a board of trustees shall choose a person as chair from among themselves.
Eligibility
4(1) No person is eligible to be or remain a voting
member of a board of trustees unless that person is ordinarily resident in
Alberta.
(2) A
majority of the voting members of a board of trustees must be ordinarily
resident in the health region.
(3) A
regional health authority may by notice in writing terminate the appointment of
a member of a board of trustees who
(a) ceases
to be ordinarily resident in Alberta, in the case of a voting member, or
(b) ceases
to meet any of the qualifications or other eligibility requirements for
membership set out in the by‑laws.
Corporate status
5(1) A foundation is a corporation consisting of the
board of trustees.
(2) Notwithstanding
anything in the Loan and Trust Corporations Act, a foundation shall not
be considered to be a trust corporation for the purposes of that Act.
Powers and duties
6(1) A foundation may, in order to carry out its
purposes, solicit and receive by gift, bequest, devise, transfer or otherwise,
property of every nature and description.
(2) A
foundation shall adhere to any trust conditions attaching to any property that
is given, bequeathed, devised or otherwise transferred to it.
(3) A
foundation
(a) shall
carry on its business without the purpose of gain of its members and shall not
pay dividends to its members, and
(b) shall
apply the profits, if any, and other income of the foundation to carry out the
purposes of the foundation.
(4) A
foundation may enter into any contracts and do all other things that may be
necessary, desirable or expedient to carry out its purposes.
(5) A
board of trustees may at any time delegate any of its powers to committees
consisting of any of the trustees and of any other persons as the trustees
think advisable.
(6) Any
committee so formed shall, in the exercise of the powers so delegated, conform
and be subject to the direction and control of the board of trustees.
By‑laws
7 A foundation may make by‑laws
respecting the conduct of the business and affairs of the foundation that are
not inconsistent with the Act, this Regulation and the by‑laws
establishing the foundation.
Fiscal year
8 The fiscal year of a foundation is from
April 1 to the next following March 31.
Meetings
9 The board of trustees shall meet at least
once a year on a date determined in accordance with the by‑laws of the
foundation or fixed by the chair.
Remuneration
10 Members of the board of
trustees are not entitled to remuneration for acting as trustees but the board
may authorize payment of out‑of‑pocket expenses properly incurred
by a member in the course of acting as a trustee.
AR 16/95 s10;221/2004
Reports
11(1) Not later than the July 31 immediately
following each fiscal year a foundation shall prepare and submit to the
regional health authority that established it and the Minister an annual report
which shall include
(a) audited
financial statements for the previous fiscal year, and
(b) any
other information specified by the Minister in a notice in writing to the
foundation.
(2) A
foundation shall on the written request of the Minister forward to the Minister
records, reports and returns as specified by the Minister in the request.
(3) The
Minister may issue to a foundation written directives respecting the form and
content of any information to be provided under subsection (1).
(4) A foundation must submit its audited financial
statements to the Minister not later than the June 15 immediately following
each fiscal year.
AR 16/95 s11;276/96
Transfer of property
12 A foundation may, subject to compliance with
prior trust conditions, transfer any of its property to the regional health
authority that established it on any terms it considers appropriate.
Winding up
13(1) The Minister may order that a foundation be
wound up in any of the following circumstances:
(a) on
the request of the foundation or of the regional health authority that
established the foundation;
(b) if
the foundation contravenes the Act, a regulation under the Act or any order or
direction of the Minister;
(c) if
the regional health authority that established the foundation ceases to exist;
(d) if
the Minister is satisfied that the foundation is inactive;
(e) if
the Minister is satisfied that the foundation is not carrying out its purposes.
(2) A
foundation may not be wound up except by an order of the Minister under this
section.
(3) Where
the Minister orders that a foundation be wound up,
(a) the
Minister shall, subject to subsection (4), take such measures as the Minister
considers are necessary to give effect to the order and, for that purpose, has
all the power and authority to act as if the Minister were the foundation, and
(b) the
members of the board of trustees may not exercise any of their powers or
authority except under the direction of the Minister.
(4) Where
a foundation is wound up, the property of the foundation shall be used
(a) firstly,
in the payment of any costs incurred in the winding‑up of the foundation,
(b) secondly,
to discharge all liabilities of the foundation, and
(c) thirdly,
to give effect, as far as possible, to any outstanding applicable trust
conditions,
and the balance if any
shall be transferred
(d) to
a successor foundation, if there is one in the opinion of the Minister,
(e) to
the regional health authority that established the foundation if there is no
successor foundation, or
(f) if
there is no successor foundation or regional health authority within the
meaning of clause (d) or (e), to another person in Alberta who is a registered
charity or qualified donee under the Income Tax Act (Canada) and has
objects or purposes similar to the purposes of the foundation being wound up,
as determined by the Minister.
Continued Foundations
Definitions
14 In sections 15 to 21, and in any other
provision of this Regulation incorporated by reference for the purpose of those
sections,
(a) “continued
foundation” means a foundation referred to in section 15;
(b) “regional health authority” means the
regional health authority of the health region in which the facility benefitted
by the continued foundation is located or in which the program benefitted by
the continued foundation is based, as the case may be.
AR 16/95 s14;221/2004
Foundations continued
15(1) The following existing foundations are
continued as foundations:
(a) a
foundation that has been established under the Hospitals Act;
(b) a
foundation that has been established under the Public Health Act;
(c) a
foundation that has been established under the Provincial General Hospitals
Act by the board of a hospital referred to in section 2(1) of that Act or
created under section 2(2) of that Act;
(d) the
University Hospitals Foundation.
(2) A
foundation referred to in subsection (1)(a) is continued on the effective date
of
(a) an
order under section 8(4) of the Hospitals Act rescinding the order establishing
the hospital board that established the foundation, or
(b) the
repeal of the Calgary General Hospital Board Act, in the case of the
foundation established by the Board of The Calgary General Hospital.
(3) A
foundation referred to in subsection (1)(b) is continued on the effective date
of an order under section 10(2) of the Public Health Act disestablishing
the health unit whose local board established the foundation.
(4) A
foundation referred to in subsection (1)(c) is continued on the effective date
of the repeal of the appropriate provision of section 2(1) of the Act or the
repeal of the Order in Council establishing the hospital, as the case may be.
(5) A
foundation referred to in subsection (1)(d) is continued on the effective date
of the repeal of the University Hospitals Foundation Act.
By‑laws re
continued foundation
16(1) A continued foundation shall, not later than
180 days after the appropriate effective date referred to in section 15, submit
to the Minister by‑laws that have been made by the foundation and contain
provisions in respect of the matters listed in section 2(1).
(2) A
continued foundation may amend by‑laws made under subsection (1) and
shall forthwith submit the amendments to the Minister.
(3) On
receiving by‑laws under this section, the Minister may
(a) approve
the by‑laws as submitted, or
(b) refer
the by‑laws back to the continued foundation to take further action as
directed by the Minister and to resubmit the by‑laws.
(4) The
Minister may refer by‑laws received under this section to the regional
health authority for comment.
(5) No
by‑law made under this section has effect until it has been approved by
the Minister.
(6) If
a continued foundation fails to submit by‑laws to the Minister as
required by subsection (1), the Minister may order that the foundation be wound
up.
(7) If
a continued foundation amends by‑laws approved under this section to
change the purposes of the foundation, the by‑laws shall be written so as
to ensure that the foundation’s funds that were accumulated, acquired or
pledged before the date of the amendment will be used solely to carry out the
purposes of the foundation as they existed immediately before that date.
Board of continued
foundation
17(1) In the case of a continued foundation referred
to in section 15(1)(a), (b) or (c), the board of trustees shall be constituted
as follows:
(a) there
shall be not fewer than 5 nor more than 15 voting members on the board of
trustees;
(b) the
trustees of the foundation who are in office immediately before the appropriate
effective date referred to in section 15(2), (3) or (4) continue as voting
members of the board of trustees of the continued foundation until the expiry
of 90 days after the by‑laws have been approved by the Minister under
section 16 or until the expiry of their terms under the predecessor
legislation, whichever occurs last;
(c) the
regional health authority may appoint one voting member to the board of
trustees;
(d) the
remaining members shall be elected at a meeting of the board of trustees by the
other voting members then in office;
(e) where
the term of a voting member expires or a vacancy in the voting membership
occurs (other than in the case of the member referred to in clause (c)) the
member may be replaced or the vacancy may be filled, as the case may be,
through election by the other voting members of the board then in office.
(2) The
members of a board of trustees who are elected under subsection (1)(d) or (e)
shall be elected from
(a) a
list of persons nominated by the other voting members then in office, or
(b) a
list of persons compiled by the continued foundation pursuant to a public
nomination process implemented by the continued foundation,
or a combination of
both.
Board of University
Hospitals Foundation continued
18(1) In subsection (2)(a), “administrator” means the
person who is the most senior official in the administrative organization of
the hospitals and is responsible for the day to day operation and management of
the affairs of the hospitals, regardless of the formal title of that person.
(2) The
board of trustees of the continued foundation referred to in section 15(1)(d)
shall consist of the following voting members:
(a) the
administrator of the hospitals commonly known as The University of Alberta Hospitals;
(b) the
Dean of the Faculty of Medicine at the University of Alberta;
(c) one
member who is a member of the regional health authority and is appointed by the
regional health authority;
(d) one
member who is a member of the public, is not a member of the regional health
authority and is elected at a meeting of the board of trustees by the other
voting members then in office;
(e) at
least 6 other persons who are elected at a meeting of the board of trustees by
the other voting members then in office.
(3) Except
for the person referred to in subsection (2)(a), no person who is a member of
the attending medical staff or is an employee of a hospital referred to in that
provision is eligible to be a member of the board of trustees of the continued
foundation referred to in section 15(1)(d).
(4) As
soon as is practicable after the effective date in section 15(1)(d), the
regional health authority shall appoint the member referred to in subsection
(2)(c).
(5) The
elected trustees of the continued foundation referred to in section 15(1)(d)
who are in office immediately before the effective date referred to in section
15(5) continue as voting members of the board of trustees of the continued
foundation until the expiry of 90 days after the by‑laws have been
approved by the Minister under section 16 or until the expiry of their terms
under the predecessor legislation, whichever occurs last.
General -
eligibility, term
19(1) No person is eligible to be appointed or
elected as a voting member, or to remain as a voting member, of a board of
trustees of a continued foundation referred to in section 15(1)(a), (b) or (c)
unless that person is ordinarily resident in Alberta.
(2) A
majority of the voting members of the board of trustees of the continued
foundation referred to in section 15(1)(d) must be ordinarily resident in
Alberta.
(3) A
foundation may by notice in writing terminate the appointment of a member of
the board of trustees
(a) who
ceases to meet any of the qualifications or other eligibility requirements for
membership set out in the by‑laws, or
(b) who,
being a voting member of the board of trustees of a foundation referred to in
section 15(1)(a), (b) or (c), ceases to be ordinarily resident in Alberta.
(4) All
members of the board of trustees of a continued foundation who are appointed or
elected shall be appointed or elected for a term not to exceed 3 years, and are
eligible for reappointment or re‑election for additional terms.
(5) A
continued foundation may appoint additional persons as non‑voting members
of the board of trustees.
(6) The
members of the board of trustees of a continued foundation shall choose a
person as chair from among themselves.
Application of other
sections
20(1) Subject
to this section, sections 5 to 12 apply in respect of continued foundations.
(2) Section
11(1) does not apply so as to require a continued foundation to submit a report
to a regional health authority.
Winding‑up
continued foundation
21(1) The Minister may order that a continued
foundation be wound up in any of the following circumstances:
(a) on
the request of the foundation;
(b) if
the foundation contravenes the Act, a regulation under the Act or any order or
direction of the Minister;
(c) if
the Minister is satisfied that the foundation is inactive;
(d) if
the Minister is satisfied that the foundation is not carrying out its purposes.
(2) A
continued foundation may not be wound up except by an order of the Minister
under this section.
(3) Where
the Minister orders that a continued foundation be wound up,
(a) the
Minister shall, subject to subsection (4), take such measures as the Minister
considers are necessary to give effect to the order and, for that purpose, has
all the power and authority to act as if the Minister were the continued
foundation, and
(b) the
members of the board of trustees may not exercise any of their powers or
authority except under the direction of the Minister.
(4) Where
a continued foundation is wound up, the property of the foundation shall be
used
(a) firstly,
in the payment of any costs incurred in the winding‑up of the foundation,
(b) secondly,
to discharge all liabilities of the foundation, and
(c) thirdly,
to give effect, as far as possible, to any outstanding applicable trust
conditions,
and the balance if any
shall be transferred
(d) to
a successor foundation, if there is one in the Minister’s opinion,
(e) if
there is no successor foundation, to the regional health authority for the
benefit of the facility or program benefitted by the continued foundation,
(f) if
there is no successor foundation and no facility or program referred to in
clause (e), to the regional health authority of the health region in which the
community benefitted by the continued foundation is located, as determined by
the Minister, or
(g) if
there is no successor foundation, no facility or program referred to in clause
(e) and no regional health authority referred to in clause (f), to another
person in Alberta who is a registered charity or qualified donee under the Income
Tax Act (Canada) and has objects or purposes similar to the purposes of the
continued foundation being wound up, as determined by the Minister.
Special powers and
duties
22 In addition to any other powers and
duties of the University Hospitals Foundation under this Regulation, the
Foundation is subject to the following:
(a) the
Foundation shall apply its property or expend the income from its property for
particular purposes, including trust conditions imposed, that could not
otherwise be readily met out of public funds;
(b) where
on the effective date referred to in section 15(5) the Foundation holds donated
funds, it may invest those funds only in securities authorized by law for
investment of trust funds, unless it obtains the consent of the donor to invest
the funds in other ways;
(c) earnings
derived from investments must be used in furthering the purposes of the
Foundation.
