erie st. clair community care access centre board of...

ERIE ST. CLAIR COMMUNITY CARE ACCESS CENTRE BOARD OF DIRECTORS

PUBLIC MEETING AGENDA

Date: Thursday, May 29, 2014 Time: 5:45 pm to 7:00 pm (Meeting) Place: Erie St. Clair Community Care Access Centre, Head Office Board Room, 712 Richmond Street, Chatham, ON N7M 5K4

Webcasting available for public attendees. Information available at http://healthcareathome.ca/eriestclair/en/Who-We-Are/Leadership/board-meetings

The Erie St. Clair Community Care Access Centre is a scent free workplace. For the safety of our staff and others please avoid wearing perfume, cologne, scented hairspray and other scented products.

Members: Kathryn Biondi (Chair), Walter Copeland (Treasurer), Robert W. Dye (Vice Chair), Jean-Paul Gagnier, Jeewen Gill, James Greenway (Past Chair), Jennifer Hill, Marshall Kern, Chelsie MacIlwain, Connie Quinn-Vaillant, Warren Reinisch and Dr. Gordon Simmons

Non-Voting: Lori Marshall, Chief Executive Officer Recorder: Annette Zimmer, Executive Assistant, Corporate Coordinator Senior Team: Tricia Khan, Caen Suni, Glenda Mailloux and Kelley Doyle

Mission Statement (English and French) To deliver a seamless experience through the health system for people in our diverse communities, providing equitable access, individualized care coordination and quality health care.

Dispenser des services intégrés aux diverses collectivités de la province en assurant un accès équitable, la coordination de soins individualisés et des soins de santé de qualité.

Vision Statement (English and French) Outstanding care – every person, every day.

Des soins exceptionnels – chaque personne, chaque jour.

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Erie St. Clair Community Care Access Centre Board Meeting Agenda, Thursday, May 29, 2014 of 3

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5:45 pm – 5:50 pm

1.0 Call to order

1.1 Introduction of Chair, Board Members, Staff and Guests.

V-A-3 X

1.2 Declaration of Conflict. V-B-14 X

1.3 Public Report from In Camera session. X

5:50 pm – 6:10 pm 2.0 Board Education V-B-4

2.1 Presentation by Jacquie Stephens, Director of Quality regarding the 2014 Quality Improvement Plan (QIP).

X

6:10 pm – 6:15 pm

3.0 3.1 Approval of Agenda Items Page 1 to 4

V-B-6 X

6:15 pm -6:20 pm

3.2 Approval of Consent Agenda Items including Approval of Minutes

Page 5 to 24

V-B-6 X

6:20 pm – 6:30 pm

4.0 Ensure Financial Viability 4.1 Standing Committee report from Finance

Committee (copy enclosed) Page 25 to 28 VA-7 X

5.0 Provide for Excellent Management

5.1 No items II-9

6.0 Ensure Program Quality and Effectiveness

6.1 No items. V-A-7

6:30 pm – 6:40 pm

7.0 Establish Strategic Direction 7.1 Standing Committee report from Governance

Committee (copy enclosed). Page 29 to38 V-A-7 X

8.0 Ensure Board Effectiveness 8.1 No items. V-A-1

6:40 pm – 6:50 pm

9.0 Build Relationships 9.1 Report from Lori Marshall, Chief Executive

Officer dated Friday, May 23, 2014 regarding Amendment to the OACCAC Amended and

VI-2 X

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Restated By-Law No.2, 2013 (copy enclosed). pages 39 to 63

6:50 pm – 6:55pm

10.0 Emerging Trends and Risk Analysis 10.1 Emerging risks and trends have been

identified in the Standing Committee reports; however we welcome the identification of other issues and open discussion.

III-2 X

11.0 Other Business 11.1 No items.

6:58 pm 12.0 Meeting Evaluation

13.0 Next Meeting Dates 13.1 Next Regular Board Meeting:

Thursday, June 26, 2014 at 5:00 pm, Board Room, 712 Richmond Street, Chatham, ON N7M 5K4.

V-B-4 X

7:00 pm 14.0 Adjournment /az

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3.1 Agenda

MOTION REQUIRED –May 29, 2014:

Moved by: Seconded by: THAT the Board of the Erie St. Clair Community Care Access Centre approve the agenda as distributed.



MOTION REQUIRED – May 29, 2014:

Moved by: Seconded by: THAT the Board of the Erie St. Clair Community Care Access Centre accept the consent agenda and endorse the acceptance, receipt and filing of information contained therein as follows:

i) Approval of the Erie St. Clair Community Care Access Centre Board Minutes of the meeting held on Thursday, March 27, 2014

ii) Standing Committee report from the Finance Committee. iii) Report from Lori Marshall, Chief Executive Officer regarding CEO

Report. iv) Standing Committee report from the Governance Committee. v) May 2014 Facts and Key Messaging Tool from Caen Suni, Senior

Director, Partnership Development and Strategic Planning. vi) Report from Annette Zimmer, Executive Assistant, Corporate

Coordinator regarding 2014 OACCAC Conference Attendee Information.


ERIE ST. CLAIR COMMUNITY CARE ACCESS CENTRE CENTRE D’ACCÈS AUX SOINS COMMUNAUTAIRES D’ÉRIÉ ST-CLAIR

To: Chair and Board of the Erie St. Clair Community Care Access Centre From: Lori Marshall, Chief Executive Officer Date: Friday, May 23, 2014 Subject: Board Consent Agenda

• Page 1 of 1

PURPOSE OF REPORT:

To provide the Board with an agenda for routine, standard, non-controversial and self-explanatory items for receipt and filing including Board Minutes and information only Standing Committee Reports.

RECOMMENDATIONS:

That the Board accept the consent agenda and endorse the acceptance, receipt and filing of information contained therein.

OUTCOMES / EXPECTED OUTCOMES:

To expedite routine matters that are required to come before the Board.

AGENDA ITEMS:

Action Required

Policy Reference

Information Only

Approval Required

Approval of Minutes

i) Approval of the Erie St. Clair Community Care Access Centre Board Minutes of the meeting held on Thursday, April 24, 2014

X

Ensure Financial Viability

ii) Standing Committee report from the Finance Committee V-A-7 X

Ensure Program Quality and Effectiveness

iii) Report from Lori Marshall, Chief Executive Officer dated Thursday, May 22, 2014 regarding CEO Report. II-7 X

Establish Strategic Direction

iv) Standing Committee report from the Governance Committee V-A-7 X

Build Relationships

v) May 2014 Facts and Key Messaging Tool from Caen Suni, Senior Director, Partnership Development and Strategic Planning.

VI-2 X

vi) Report from Annette Zimmer, Executive Assistant, Corporate Coordinator dated Friday, May 23, 2014 regarding 2014 OACCAC Conference Attendee Information

VI-4 X


ERIE ST. CLAIR COMMUNITY CARE ACCESS CENTRE BOARD OF DIRECTORS

PUBLIC MEETING MINUTES

Date: Thursday, April 24, 2014 Time: 5:45 pm to 7:00 pm (Meeting) Place: Erie St. Clair Community Care Access Centre, Head Office Board Room, 712 Richmond Street, Chatham, ON N7M 5K4 Members: Kathryn Biondi (Chair), Walter Copeland (Treasurer), Robert W. Dye

(Vice Chair), Jean-Paul Gagnier, Jeewen Gill, James Greenway (Past Chair), Jennifer Hill, Marshall Kern, Chelsie MacIlwain, Connie Quinn-Vaillant, Warren Reinisch and Dr. Gordon Simmons

Non-Voting: Tricia Khan, Interim Acting Chief Executive Officer Recorder: Annette Zimmer, Executive Assistant, Corporate Coordinator Senior Team: Caen Suni Regrets: Robert Dye and Jeewen Gill

1.0 Call to order

1.1 Kathryn Biondi, Chair, Erie St. Clair Community Care Access Centre presides. She called the meeting to order at 5:45 pm and welcomed those present. Jean Paul Gagnier attended by teleconference.

1.2 No Board Member of the Erie St. Clair Community Care Access Centre declared a conflict of interest regarding any items on the agenda.

1.3 Kathryn Biondi, Chair reported that the Board of the Erie St. Clair Community Care Access Centre is reporting the following from its In Camera meeting held immediately before this public meeting: The Board of the Erie St. Clair Community Care Access Centre extend appreciation and gratitude to Tricia Khan for so graciously accepting the responsibilities of acting in the CEO role for the month of April 2014, bridging the gap between the retirement of Betty Kuchta and the start date for our new CEO, Lori Marshall. Tricia has balanced her time and efforts and represented Erie St. Clair well over this past month.

2.0 Board Education 2.1 No items were presented.

3.0 3.1 Approval of Agenda Items

The Board of the Erie St. Clair Community Care Access Centre reviewed the agenda. Moved by: Walter Copeland Seconded by: Connie Quinn-Vaillant

THAT the Board of the Erie St. Clair Community Care Access Centre approve the agenda as distributed. CARRIED.


The Board of the Erie St. Clair Community Care Access Centre reviewed the consent agenda dated Thursday, April 17, 2014. Moved by: Warren Reinisch Seconded by: Connie Quinn-Vaillant

THAT the Board of the Erie St. Clair Community Care Access Centre accept the consent agenda and endorse the acceptance, receipt and filing of information contained therein as follows:


Erie St. Clair Community Care Access Centre Board Meeting Minutes, Thursday, April 24, 2014 Page 2 of 7

i) Approval of the Erie St. Clair Community Care Access Centre Board Minutes of the meeting held on Thursday, March 27, 2014

ii) Report from Tricia Khan, Interim Acting Chief Executive Officer dated Thursday, April 17, 2014 regarding CEO Report.

iii) Standing Committee report from the Quality Committee. iv) April 2014 Facts and Key Messaging Tool from Caen Suni, Senior Director,

Partnership Development and Strategic Planning. CARRIED.

4.0 Ensure Financial Viability 4.1 Report from Tricia Khan, Interim Acting Chief Executive Officer dated Tuesday,

April 15, 2014 regarding Terms of Reference – Special Committee of the Board on Auditor General of Ontario’s Audit of CCACs and the OACCAC.

The Board of the Erie St. Clair Community Care Access Centre reviewed report from Tricia Khan, Interim Acting Chief Executive Officer dated Tuesday, April 15, 2014 regarding Terms of Reference – Special Committee of the Board on Auditor General of Ontario’s Audit of CCACs and the OACCAC. Tricia Khan, Interim Acting Chief Executive Officer noted that Hamilton Norfolk Haldimand Brant (HNHB) CCAC has provided information about the audit of CCACs and the CEOs have had discussion at the CEO Council meeting. HNHB CCAC has offered to meet with any CCAC wanting information about the audit process. The Board reviewed the draft Terms of Reference for the Special Committee of the Board on the Auditor General of Ontario’s Audit of CCACs and the OACCAC and discussion took place. Moved by: Gordon Simmons Seconded by: James Greenway

THAT the Board of the Erie St. Clair Community Care Access Centre approve the Terms of Reference – Special Committee of the Board on Auditor General of Ontario’s Audit of CCACs and the OACCAC as presented. MOTION FAILED. Moved by: James Greenway Seconded by: Gordon Simmons

THAT the Board of the Erie St. Clair Community Care Access Centre approve the Terms of Reference – Special Committee of the Board on Auditor General of Ontario’s Audit of CCACs and the OACCAC as amended as follows: Special Committee of the Board on the Auditor General of Ontario’s Audit of CCACs and the OACCAC Terms of Reference Mandate To provide oversight of the Auditor General of Ontario’s audit of CCACs and the OACCAC on behalf of the Board of Directors as it relates to the review of the Erie St. Clair Community Care Access Centre. Membership

i. Committee membership will consist of the following members of the Erie St. Clair CCAC Board of Directors:

• Chair of the Board of Directors • Vice-Chair of the Board of Directors • Chair, Governance Committee • Chair, Quality Committee • Chair, Audit Committee • Chair, Finance Committee



• Chief Executive Officer (non-voting)

ii. The Committee shall at its first meeting elect a Chair and Vice Chair both of whom shall be Directors of the Board.

Responsibilities

i. To ensure the organization is compliant with all requests made by the representatives of Auditor General of Ontario;

ii. To engage expertise, where necessary, to inform the Special Committee on matters related to the audit;

iii. To report to and advise the Board of Directors on the proceedings, risks and outcomes of the audit of the CCAC;

iv. To receive information from the administration of the CCAC on the Audit proceedings throughout the term of the Audit.

v. To provide a final report to the Board Process

i. It is preferred that all members of the Special Committee be present for all decisions, however, if necessary a quorum consists of a majority of members of the Special Committee including the Chair of the Committee.

ii. All decisions will be made by consensus. iii. Frequency of meetings shall be at the call of the Special Committee Chair. iv. Meetings may be held by teleconference v. Appropriate staff support will be provided to the Special Committee, including

additional internal and external expertise as needed by the Special Committee. Reporting The Special Committee shall provide reports at regularly scheduled meetings of the Erie St. Clair Board of Directors until the expiry of its mandate. Term The term of appointment of the Special Committee will end in tandem with the conclusion of the formal auditing process conducted by the Office of the Auditor General of Ontario, and committee has provided its final report to the Board Directors. CARRIED.

5.0 Provide for Excellent Management

5.1 No items were presented.

6.0 Ensure Program Quality and Effectiveness

6.1 Standing Committee report from Quality Committee

Marshall Kern, Chair, Quality Committee reviewed the Standing Committee report from the Quality Committee meeting held on Thursday, April 3, 2014. He noted the Committee reviewed the following:

1) CCAC Sector 2012/2013 Quality Report entitled “How We Care” The Quality Committee reviewed the report from Tricia Khan, Acting Interim CEO dated Thursday, March 27, 2014 entitled CCAC Sector 2012/2013 Quality Report entitled “How we care”. Each year the OACCAC prepares a public report on behalf of CCACs to outline the continuous quality improvement progress and accomplishments of the sector. This



report outlines a number of trends, milestones and achievements that CCACs have individually and collectively accomplished and provides testament to CCACs role and significant value in delivering high quality, patient-focused care that provides better access, better care and better value within the healthcare system. Tricia Khan, Acting Interim CEO noted the trend of higher-care needs patients with longer lengths of stay, continues to grow for the entire sector. It was the opinion of the Quality Committee that in response to the recent media criticism towards CCACs the CCAC Sector the 2012/2013 Quality Report entitled “How We Care” be acknowledged for the quality of services and significant value for Ontarians that CCACs and in particular Erie St. Clair provide. Also recommended was to commend staff for their quality of services provided to patients. 2) 2014/2015 Quality Improvement Plan (QIP) The Quality Committee reviewed the report from Tricia Khan, Acting Interim CEO and Jacquie Stephens, Director of Quality and Performance Management dated Thursday, March 27, 2014 entitled 2014/2015 Quality Improvement Plan (QIP). The 2014/2015 QIP includes priority indicators for the CCAC sector. These provincially selected indicators are based on demonstrated alignment to shared, cross-sectoral efforts to improve safe transitions of care, client/patient experience and improved access for Ontarians. Erie St. Clair CCAC agreed to include all of the CCAC sector priority indictors in the QIP as follows:

• Safety - To reduce falls among long-stay home care clients/patients • Effectiveness - To reduce the number of unplanned ED visits among home care

clients/patients • Effectiveness - To reduce avoidable hospital admissions among home care

clients/patients • Access – To reduce service wait times • Client/Patient Centred - To improve client/patient experience

Performance data for some QIP indicators are not included in the QIP document but will be made available following Ministry of Health and Long-Term Care data validation. The Erie St. Clair CCAC used available data to select goals and change ideas. Service provider organizations across the sector will be expected to develop an annual QIP that aligns with the QIP of the CCAC and will be required to report this annually to CCACs. Erie St. Clair CCAC has worked collaboratively both provincially and locally in the development of the QIP with CCACs and service provider agencies. Final steps included consultation with the LHIN Quality Leads and the Erie St. Clair CCAC Executive Leadership Team. Tricia Khan, Acting Interim CEO and Jacquie Stephens, Director of Quality and Performance Management informed Committee members that the provincial QIP deadline for submission to the HQO and Ministry of Health was April 1, 2014 and did not allow time for review by the Quality Committee. The Committee discussed the reporting of QIP metrics. Jacquie Stephens, Director of Quality, Patient Services noted that as the process moves forward metrics can be reported when available. It was noted that reporting of the QIP metrics become a standing item on the Quality Committee agenda and report to the Committee when necessary. It was noted that an amendment was required on page 3 of the QIP narrative under Information Management, third paragraph to read as follows: “We also use this data to analyze and monitor QIP indicators, with the goal of preventing emergency department visits and hospitalizations.”



Group discussion took place regarding rewording parts of the QIP narrative - the accountably management and signoff sections, and the four indicators that were derived from a core set of “dimensions of care”. It was noted that this is a Ministry document and rewording is not possible at this time. Tricia Khan, Acting Interim CEO confirmed that feedback will be submitted to the provincial working groups for consideration by HQO for future QIPs; any response received will be brought forward to the Committee.

3) Highlights of our Quality Program for inclusion in our Annual Report The Quality Committee reviewed the report from Tricia Khan, Acting Interim CEO dated Thursday, March 27, 2014 entitled Highlights of our Quality Program for inclusion in our Annual Report. The Annual Report to the Community is prepared each year for distribution and public release at the end of September, during our Annual Meeting. The Committee included five additional items to be included in the 2013/2014 annual report to the community. 4) Organize and Prepare for May Board meeting devoted primarily to Quality The Quality Committee of the Erie St. Clair CCAC reviewed the report from Tricia Khan, Acting Interim CEO dated Thursday, March 27, 2014 entitled Organize and Prepare for May Board meeting devoted primarily to Quality. The Quality Committee and Board have maintained a commitment to focus on Quality as a key theme at the May Board meeting providing opportunity to promote a focus on quality improvement and performance excellence. This being our first year using the new provincially prescribed template for the CCAC sector provides an ideal opportunity for review and discussion. Moved by: Marshall Kern Seconded by: Warren Reinisch THAT the Board of the Erie St. Clair Community Care Access Centre endorse the Quality Committee report as a whole including the following:

THAT the Quality Committee of the Erie St. Clair Community Care Access Centre acknowledge the CCAC Sector 2012/2013 Quality Report entitled “How We Care” for the quality of services and significant value for Ontarians that CCACs and in particular Erie St. Clair provide, and THAT Administration commends Erie St. Clair CCAC staff on behalf of the Board for the continuous quality of their services provided to their patients. THAT the Quality Committee of the Erie St. Clair Community Care Access Centre endorse the 2014/2015 Quality Improvement Plan as amended and recommend Board endorsement. THAT the Quality Committee endorse the Erie St. Clair Community Care Access Centre achievements and that they to be included in the 2013/14 Annual Report to the Community as follows:

• The successful introduction of Ministry of Health and Long term Care (MOHLTC) funded nursing programs including the Rapid Response Nurses, Mental Health & Addiction Nurses and Hospice Palliative Care Nurse Practitioners. These programs and staff are demonstrating positive benefits in facilitating patient transitions from hospital to the community, accessing primary care and supportive programs as well as supporting individuals with their care needs through an integrated approach.

• The launch of the Declaration of Values; thereby, publicly confirming our beliefs and what we hear through the voices of patients and staff.

• The initiation of the Heroes in the Home caregiver awards with events held in each of our communities to acknowledge and recognize a total of 97 caregivers. This includes 58 caregivers in Windsor, 13 in Chatham-Kent and 26 caregivers



in Sarnia. • The successful transition of patients to the Erie St. Clair CCAC as the single

point of access for physiotherapy service in-homes and congregate settings. • Supporting staff and patients by redeveloping the Sarnia branch and

introducing the new CCAC nursing clinic at this site. • The expansion of the Ethics Framework and support of staff through education

and development of staff volunteers to enable them to act as local ethics resources for peers to consult.

• The successful completion of the Request for Proposal process for equipment and related supplies to enable improved patient safety and support timely access to service and supports.

• Nominees and awards from OACCAC conference • Results of ‘Overall Experience’ survey of patients (per the Quarterly

Performance report) • Service Wait Times stats/results • Staff Engagement Survey results • ER visits avoided, both numbers and costs

THAT the Quality Committee endorsed that the May Board meeting being devoted to Quality and that the 2014/2015 Quality Improvement Plan be the focus of the Quality presentation. CARRIED.

7.0 Establish Strategic Direction 7.1 No items were presented.

8.0 Ensure Board Effectiveness 8.1 No items were presented.

9.0 Build Relationships 9.1 Report from Tricia Khan, Interim Acting Chief Executive Officer dated Tuesday,

April 15, 2014 regarding Declaration of Compliance - Multi-Sector Service Accountability Agreement April 1, 2011

The Board of the Erie St. Clair Community Care Access Centre reviewed report from Tricia Khan, Interim Acting Chief Executive Officer dated Tuesday, April 15, 2014 regarding Declaration of Compliance - Multi-Sector Service Accountability Agreement April 1, 2011. Moved by: Gordon Simmons Seconded by: Jennifer Hill

THAT the Board of the Erie St. Clair Community Care Access Centre adopt the following resolution: The Board hereby authorizes Kathryn Biondi in her capacity as Board Chair, without personal liability to declare to the Board of Directors of the Erie St. Clair Local Health Integration Network the following:

“After making inquiries of Tricia Khan, Interim Acting Chief Executive Officer, and other appropriate officers of the HSP and subject to any exceptions identified in this declaration, to the best of the Board’s knowledge and belief, the HSP has substantially fulfilled, in all material respects, its obligations under the M-SAA in effect during the Applicable Period, save and except for the following:



i) A formal policy related to staff recognition is not currently in place at the Erie St. Clair CCAC. A policy is currently in development and will be in place prior to May 2014. The implementation of this policy will place the CCAC in compliance with section (a), subsection (ii) of the Community Financial Policy (2011), as outlined below.

“Bonuses, Gifts, Honoraria: Expenses for gifts/tributes, and staff entertainment or parties. Bonuses and Honoraria are not admissible when paid to staff or board members. Honoraria and modest gifts are admissible for guest speakers and trainers for workshops and seminars. Modest gifts are admissible for long service staff and board members. In these cases to be admissible, the Health Service Provider must have a written policy approved by the HSP’s governing body.” Without limiting the generality of the foregoing, the HSP has complied with:

(i) Article 4.8 of the M-SAA concerning applicable procurement practices; (ii) The Local Health System Integration Act, 2006; and (iii) The Public Sector Compensation Restraint to Protect Public Services Act,

2010.” CARRIED.

10.0 Emerging Trends and Risk Analysis 10.1 The release of the RNAO paper was queried. It was noted that no paper has been

released yet and it is anticipated that an announcement will be made within the next two weeks. How does the RNAO paper compare versus the four positions papers prepared by the OACCAC.

11.0 Other Business 11.1 No items were presented.

12.0 Meeting Evaluation

Thank you for the participation, there was good discussion and varying viewpoints offered. Long day beginning with a half day Board retreat followed by the Board meeting. The meeting was concise and very fluid.

13.0 Next Meeting Dates 13.1 The next Regular Board Meeting is scheduled for Thursday, May 29, 2014 at 5:00 pm,

Board Room, 712 Richmond Street, Chatham, ON N7M 5K4.

14.0 Adjournment

The Board meeting adjourned at 6:25 pm.

Kathryn Biondi, Chair Erie St. Clair Community Care Access Centre

/az



STANDING COMMITTEE REPORT

Thursday, May 8, 2014 Page 1 of 5

Committee: Finance Committee Date of Meeting: Thursday, May 8, 2014 Next Meeting: Thursday, October 9, 2014 Items Discussed Action

1) 2014/2015 Funding Announcements Update The Finance Committee reviewed the Report from Glenda Mailloux, Senior Director Corporate Services; CFO dated Tuesday, April 29, 2014 entitled 2014/2015 Funding Announcements Update. No new funding announcements for 2014/2015 have been received to date. However, current government has been very supportive of the community care sector in recent years. The Senior Leadership Team meets frequently with the LHIN to discuss the continuation of successful programs implemented in 2013; business cases are being prepared for their continuation. All funding announcements since January 2014 are on track. Several challenges were presented that will effect overall expenses:

1) New provincial announcement “Personal Support Worker (PSW) Workforce Stabilization Strategy’ is aimed at improving community care for seniors by investing in recruitment and retention of PSWs. A wage increase of $4/hr over three-years is proposed. This increased cost to our service providers will impact the amount of service that CCACs can provide. This initiative is dependent on the results of the June 12th Ontario election.

2) Expected increase in service provider contracts as they all expire October 2014.

3) Auditor General of Ontario to Audit CCAC’s. This motion has led to a number of recommendations such as a series of home care summits to solicit feedback from healthcare partners, providers, patients and stakeholders. Often this type of recommendation leads to new programs and ultimately new funding; however, given the extent of this project the recommendations will not come in 2014/2015 and are not guaranteed to support CCACs.

4) Timing of funding announcements, whether prorated or annualized, or if targets are attached or not all impact the monthly spend rate.

Acknowledging that the monthly spend rate will fluctuate each year depending on programs, demand, growth, and funding our Senior Leadership Team is able to allocate funds across the programs accordingly and mitigate risks. The CCACs have always faced the “unknown” as it relates to their funding. The challenge is to balance the budget in the absence of multi-year funding practices; namely the ability to carry forward surplus funds. No variances, exceptions or issues of non-compliance with respect to the subject matter of the report were noted. IT WAS AGREED THAT the Finance Committee of the Erie St. Clair CCAC receive the report from Glenda Mailloux, Senior Director, Corporate Services & CFO entitled 2014/2015 Funding Announcements as reviewed, discussed and approved by the Finance Committee.

Committee approved May 8, 2014. For information.

2) Financial Status Report The Finance Committee reviewed the report from Glenda Mailloux, Senior Director

For information.





Corporate Services; CFO dated Thursday, May 1, 2014 entitled Financial Status Report. Erie St. Clair CCAC’s base budget funding increased by over $7M during 2013/2014 - from $122M to $129M. In addition almost $2.4M was received in one-time funding. The additional funding coupled with the balancing the cost of care strategies and a number of vacant positions resulted in a positive yearend position for the organization. Included in the $9.4M additional funding received Erie St. Clair CCAC was the custodian of $1.6M that was transferred to Transform Shared Services Organization as directed by the LHIN. A summary of the 14 additional funding announcements received in 2013/2014 were reviewed. As many of the funding announcements arrived late in the fiscal year a surplus year-end position was reported to the LHIN. This resulted in the LHIN request to recover $1.3M in surplus dollars from Erie St. Clair CCAC to redistribute to other community providers within Erie St. Clair region. Currently the Finance Department is completing our year-end and the annual audit is in its early stage. Based on before audit results, Erie St. Clair CCAC’s administrative expenses remain under 8% and Administration is forecasting a balanced budget for 2013/2014. The Finance Committee reviewed the following draft financial documents:

a) Financial Position for the Twelve Months Ending Monday, March 31, 2014 b) Financial Position - March 2013 YTD compared to March 2014 YTD c) Statement of Financial Position - March 2014 with comparative figures from

2012/2013 d) Statement of Operations, Classified by Cost Centre for the Period Ended Mar 31,

2014, with comparative figures from 2012/2013 e) Statement of Operations, Classified by Cost Centre for the Period Ended Feb 28,

2014, with comparative figures for 2013/2013 f) Statement of Operations, Classified by Expense Account Category for the Period

Ended Mar 31, 2014 with comparative figures from 2012/2013

No variances, exceptions or issues of non-compliance with respect to the subject matter of the report were noted.

3) Review of Financial Investments The Finance Committee reviewed the report from Steven Brown, Director of Finance and Facilities dated Tuesday, April 29, 2014 entitled Review of Financial Investments. Erie St. Clair CCAC holds all of its funds within the Royal Bank of Canada. The money is held in one general chequing account that pays tiered rates on the entire balance. The interest rate is prime minus 1.85% (1.15%) on any balance of zero to $2,999,999.99, or prime minus 1.75% (1.25%) on any balance of $3,000,000 and over. This account is designed to avoid the need to move money into short-term investments by paying a comparable return. At Tuesday, April 23, 2014 the Canadian treasuries yield on a 30-day bond was 0.920%, 0.950% on a 6-month bond, and 0.990% on a 1-year bond. For the month of March 2014 the opening and closing bank balance, the monthly average balance, and the highest and lowest closing daily balance were presented.

For information.





No issues or concerns were noted. No variances, exceptions or issues of non-compliance with respect to the subject matter were reported.

4) Board Budget and Board Member Expense Reimbursement The Finance Committee reviewed the report from Steven Brown, Director of Finance and Facilities dated Tuesday, April 29, 2014 entitled Board Budget and Board Member Expense Reimbursement. The Board Budget report in the Finance Committee Package was amended as the CEO Recruitment expense was included in the Translation expense line in error. This has been amended in the table below. All expenses for CEO recruitment have not been received yet. The Board will receive an overall recruitment cost summary which pulls coded expenses from the appropriate MIS functional centres. The following revised table compares actual expenses to planned expenses as of March 31, 2014.

1. Added $50,000 for recruitment and orientation costs for new CEO 2. Added $32,000 for costs related to French translation of Board and Committee minutes 3. Corrected expense, coded to wrong account in error

Board member expense reimbursement as of March 31, 2014 is $8,047.85. The average cost of each Board member is approximately $670 for the year with a 12 member Board. For the current fiscal year the highest amount reimbursed to one Board member is $4,164.03. The Finance Committee noted variances, exceptions, or issues of non-compliance with respect to the subject matter of the report and directed Administration to correct all variances in the Board Budget.

For information.

5) Evaluation of Committee Performance for 2013/2014 The Finance Committee reviewed the report from Walter Copeland, Chair dated Thursday, May 1, 2014, 2014 entitled Review of Committee Performance for 2013/2014. The Finance Committee reviewed the completed Finance Committee indicators from the 2013/2104 Finance Committee Workplan as follows:

ERIE ST. CLAIR COMMUNITY CARE ACCESS CENTRE

Committee approved May 8, 2014. For information.

F2012/2013

Actual Planned ProRated Actual Variance

Local Travel 2,853$ 3,000$ 3,000$ 5,272$ 2,272-$

Meeting Expense 3,647 2,300 2,300 3,977 1,677-

Conference and Education & Provincial travel 12,655 17,500 17,500 17,464 36

Evaluation , Orientation, & Recruitment 5,000 845001 84,500 44,1853 40,315

Legal and Profession Matters 13200 13,200 3,314 9,886

Delivery and Courier 2,448 1,000 1,000 475 525

Miscellanous 1,186 3,500 3,500 1,208 2,292

Board Expenses 27,789$ 125,000$ 125,000 75,894$ 49,106$

Translation Expenses - 320002 32,000 28,2223 3,778

Total Board Cost per MIS guidelines 27,789$ 157,000$ 157,000$ 104,116$ 52,884$

F2013/2014Board Activities





FINANCE COMMITTEE - 2013-2014 Work Plan and Indicators

Over-all Goals: ♦ Oversees annual business planning and capital planning process ♦ Builds organizational capacity to meet existing and future demands ♦ Promotes organizational and health system sustainability

ERIE ST. CLAIR COMMUNITY CARE ACCESS CENTRE Finance Committee Performance Targets

2013 – 2014 Review Completed in

2013/2014 (Sept-Aug)

Annual Business Planning and Capital Planning Process • Prepare key messages for strategic discussion with Local Health

Integration Network regarding in-year status and future needs Oct 2013

• Chief Executive Officer and Senior Director, Corporate Services meet with Finance Committee Chair to discuss 1st quarter results and implications for service planning for the year 2013/2014 if required

Sept 2013

• Annual review of 2012/2013 Capital Planning needs Feb 2014 • Review and recommend Annual Business Plan for 2012/2013 Feb 2014 • Receive key messages from the Quality Committee to include in

2014/2015 annual Business Plan Feb 2014

• Quarterly receive verification of Payment of Statutory Obligations Oct & Nov 2013

Feb & May 2014

• Quarterly review of financial investments Oct & Nov 2013

Feb & May 2014

• Quarterly review of Board Member Expense Reimbursement and Board Budget

Oct & Nov 2013 Feb & May

2014 Organizational and Health System Sustainability • Regular receipt of Management Reports for Payment of Obligations

and status of Financial Investments. Oct & Nov 2013

Feb & May 2014

• Year-end status projections and financial plan for last quarter 2011/2012 e.g. contingency plan, cost containment strategies, case-finding strategies, additional funding or purchase request

October 2013

• Review of Board Expenses and Board Budget Reports Oct & Nov 2013 Feb & May

2014 • Annual review of Signing Authority Policy Nov 2013 • Review and authorize financial and/or business planning submissions

required by the LHIN or Ministry, if any - may include 3-year Community Annual Planning Submission

Nov 2013

• Quarterly identify risks and risk mitigation strategies Oct & Nov 2013 Feb & May

2014 Build Organizational Capacity to meet existing and future demands • Review year-end financial status projections and adjustments to Nov 2013





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financial plan, if any, for remainder of fiscal year • selection process for Banking Agreement commencing March 2013 Nov 2013

• Regular Review of Emerging Risks and Trends Oct & Nov 2013

Feb & May 2014

• Facility Update Reports May 8, 2014

Committee Work

• Vice-Chair established Oct 2013 • Work plan and indicators established Oct 2013 • Committee orientation and logistics Oct 2013 • 100% meetings scheduled met quorum Yes

• Committee meeting evaluations Oct & Nov 2013

Feb & May 2014

• Review of Committee terms of reference May 2014 • Annual evaluation of committee’s performance May 2014

Round table discussions took place to ensure committee objectives were met. IT WAS AGREED THAT the Finance Committee of the Erie St. Clair Community Care Access Centre, having conducted its annual year-end committee evaluation, reports that it did so with the active participation and engagement of Committee members and staff that overall the Finance Committee met its objectives and goals for the 2013/2014 term.

6) Emerging Risks and Trends The Finance Committee discussed the following potential risks and mitigation strategies:

1) Potential risk to CCACs if there is a change in political leadership in upcoming election: Progressive Conservative party have voiced their position regarding the LHINs disbandment and perceived high administrative costs for CCACs. No current health care concern is in the forefront election-wise but that can change quickly. CCACs are cognisant and on-the-ready to advocate if necessary.

2) Reputation risk – it was queried if there is a risk regarding CCACs being a flow-through agency for funding. It was noted that the Ministry of Health does use a Transfer Payment Agency approach with other organizations such as hospitals. It was further identified that in the specific area discussed, the funds are earmarked to support the Health Links initiative, of which the ESC CCAC is a partner and therefor there is a direct benefit to organization in the resulting service.

For information.



To: Chair and Members of the Board of the Erie St. Clair Community Care

Access Centre From: Lori Marshall, Chief Executive Officer Date: Thursday, May 22, 2014 Subject: CEO Report

• Page 1 of 2

PURPOSE OF REPORT: To provide information to the Board on activities of the CEO office to gain an understanding

of breadth of organizational activity. This report is provided monthly.

RECOMMENDATION: For information.

BACKGROUND SUMMARY:

1. Internal Engagement

Outstanding Care, Every Person, Every Day. Over the past month I have had the opportunity to see how committed everyone from the Erie St. Clair CCAC to this vision. I have been warmly welcomed to the organization and community at large.

To facilitate my orientation to the ESC CCAC, a series of engagement sessions involving all staff have been arranged through the end of June. I have asked all staff to reflect on their answers to the following questions:

1. What is it about the ESC CCAC and its services that must be preserved?

What makes the organization special? 2. What do you hope I/we do? 3. What are you concerned I/we might do? 4. What other advice do you have for me? 5. Who else do I need to connect with?

Given the size of certain staff groups and locations, the format of the engagement sessions may vary. We will be using a combination of face-to-face and videoconferencing methods. In some instances the group will receive a survey to capture responses to the questions ahead of time. Any staff member who is unable to directly participate in their session will also be given the opportunity to respond to a survey.

To date I have had the chance to visit with staff informally at the Chatham and Windsor sites and to meet with the ONA Executive. It is my goal to visit each of our office sites, our clinics and hospital staff in person in the coming weeks as well as the CUPE Executive. I look forward to meeting and visiting everyone on location.

The feedback that I receive in these sessions will be invaluable in assisting our Leadership Team in solidifying our Strategic Plan and operational goals/objectives for the coming year.

2. Partner Engagement

The ESC CCAC is a vital health service provider within a system of care. To be most effective, the organization must collaborate with partners from across multiple sectors. I had the good fortune of attending an Erie St. Clair LHIN (ESC LHIN) leadership session on my second day which exposed me to the breadth and depth of providers in our area.

Erie St. Clair CCAC Thursday, May 29, 2014 Public Agenda of 63

To: Chair and Members of the Board of the Erie St. Clair Community Care Access Centre

From: Lori Marshall, Chief Executive Officer Date: Thursday, April 17, 2014 Subject: CEO Report

• Page 2 of 2

It is critical in the next few months that I engage with our partners in care to gain their advice and perspective. I will use the same 5 questions with these valued stakeholders as I have internally. To date, the following partners or groups have been identified as priorities for me to connect with:

• Ontario Association of CCACs (OACCAC) – CEO Council, OACCAC CEO & Staff • Service provider agencies with CCAC contracts e.g. Victorian Order of Nurses (VON) • Primary Care Providers, Community Health Centres, Family Health Teams, Health

Links partner leads • Canadian Mental Health Association (CMHA) • Hospices • Long Term Care facilities • Hospital CEOs & Senior Staff • First Nations & Francophone organizations • Alzheimer’s Society, Brain Injury Services, Arthritis Society etc. • Legal Counsel • Transform • School Boards, Colleges & University • Housing • Municipalities – Chief Administrative Officers and ultimately municipal politicians • Pharmacies • Emergency Medical Services (EMS) • Multicultural organizations • Members of Provincial Parliament: post-election • Ontario Health Coalition, Labour Councils • ESC LHIN – CEO, Senior Staff and relevant Committees

Please note that many of these organizations egg. CMHA have offices in the different communities and it will be important for me to touch base with them all. 3. Strategic Plan

A full-day retreat has been planned for members of the Executive Leadership Team to review the stakeholder and board feedback regarding our future areas of focus. The Team will identify patient and family centred Strategic Directions for recommendation to the Board at its June meeting. In addition, the Team will identify key Strategic Enablers in areas such as finance or human resources that provide the support to the plan. Success will be defined and linked to performance metrics for the organization. Following Board approval, the Team will hold accountability sessions in Chatham-Kent, Windsor-Essex and Sarnia-Lambton with the stakeholders who were consulted in the development of the plan. Individuals and organizations will have the opportunity to advise the ESC CCAC in the development of detailed goals and objectives and to identify further partnership opportunities in areas of common interest.

Erie St. Clair CCAC Thursday, May 29, 2014 Public Agenda of 63




Committee: Governance

Date of Meeting: Thursday, May 1, 2014

Next Meeting: Thursday, July 3, 2014

Items Discussed Action

1) Review of Board Policies The Governance Committee reviewed the report from Tricia Khan, Interim Acting Chief Executive Officer dated Thursday, April 24, 2014 regarding review of Board Policies. The OACCAC Governance Committee will be reviewing the standardized policies this year. In the past our local policies were reviewed by the CEO and the Governance Committee Chair throughout the summer. It was suggested to collectively review sections of the Board policies at each Governance Committee meeting and to submit any revisions to the OACCAC by the September 2014. The Board Policies are available for viewing on the Board Portal under the Policies and Board Resources link. A web-link will be included in the agenda. IT WAS AGREED THAT the Governance Committee of the Erie St. Clair Community Care Access Centre review equal portions of the Board policies at each Governance Committee until completed with a completion date of September 2014 and submit any recommended changes to the OACCAC Governance Committee.

For information.

2) Risk Management Report The following emerging risks and trends were discussed:

i) The Ontario budget was released today. Budget announcements provided little detail about community health. The OACCAC data was credited within the budget document. More information will be provided as it becomes available.

For information.

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Head Office 712 Richmond St. Box 306 Chatham, ON N7M 5K4

Siège Social 712, rue Richmond CP 306 Chatham, ON N7M 5K4

Tel/Tél: 519-436-2222 888-447-4468 Fax/ Téléc: 519-351-5057 www.esc.ccac-ont.ca

Facts and Key Messaging Tool Prepared for the Erie St. Clair CCAC Board of Directors May 2014 General Key Messages Key messages designed to describe the CCAC and our purpose

• The CCAC can help you stay in your own home longer by providing care in your home and by coordinating care in your community, including specialized support services. The CCAC can provide you with information about Long-Term Care home options if it becomes too difficult for you or your loved ones to live independently at home.

• The CCAC is the health care system navigator in our region, and we are the only health care service with a mandate from the Ministry of Health and Long-Term Care to serve the entire region of Erie St. Clair. The CCAC assists the community by acting as an information resource for health based needs available in the community.

• As members of the community are referred to the CCAC, the CCAC provides holistic care assessments through qualified care coordinators. Based on eligibility, residents contacting the CCAC will be made aware of all services available to them by the CCAC. The CCAC will also provide information about other community resources to residents who are not eligible for CCAC services.

• The patients of the CCAC are diverse. Although a majority of our patients can be described as ‘seniors’, the remaining patients are distributed among various age groups, including children and young adults.

Facts and Figures Quantitative key messages • In 2012-2013, the CCAC provided service to almost 37,000 residents living in Sarnia-Lambton, Chatham-

Kent, and Windsor-Essex, these regions make up our CCAC namesake, Erie St. Clair.

• For the year 2013-2014, the base budget of the CCAC is $124 million. The budget of the CCAC is 100% funded by the Ministry of Health and Long-Term Care through the Erie St. Clair Local Health Integration Network.

• The Erie St. Clair CCAC employs over 392 full-time equivalent staff. o Our expert team of Care Coordinators include registered nurses, therapists and social workers. o Our clinical staff is supported by an efficient administrative core with a depth of experience in the

health care field. • Nearly 92% of the base budget of the CCAC is dedicated to direct patient care through case management,

medical supply purchases and community support, which leaves less than 9% dedicated to administrative costs.

• The CCAC provides significant support to the local health system. The CCAC plays a critical role in ensuring our residents can manage their care at home, and avoid unnecessary visits to the Emergency Room. In 2012-2013, we estimate that nearly 12,700 ER visits were avoided in Erie St. Clair, leading to hospital savings of over $16 million.


of 2 Facts and Key Messaging Tool, May 2014

Issues and Risks Key messages designed to address a timely issues affecting our community Background – Ontario Provincial Election

On May 2nd, 2014, following a recommendation by the Premier or Ontario, the Lieutenant Governor of Ontario ordered that an election be held on June 12th, 2014. This lengthy election has featured extensive discussion on health policy and funding. Each party has provided some measure of health care related platform positions. The Progressive Conservative Party has provided the most detailed plan, while the Liberal Party has also contributed their ideas borrowed from the recent budget announcement, among other recent announcements since the election kick-off. The NDP has provided two major announcements related to addressing ER wait times, and to increase the overall number of Long-Term Care Home beds in Ontario. Increased focus on health care during this election has led an increased focus on home and community care. This has provided increasing coverage of the PC plan to eliminate CCACs, and provided for a public debate regarding the value and future structure of home and community care provision in our province.

Key Messages • An election is a time for open debate and discussion among political parties, opinion makers and the

public. We welcome debate about community and home care services in Ontario and believe honest, factual discussions contribute to a stronger care system for all.

• The CCAC supports election periods by fulfilling a role of providing information to educate candidates and interested members of the public about our local community care system and the services available in the community.

Success Stories Key messages surrounding a positive development at the CCAC Background – Social Media Strategy Launch The CCAC is a central point of access for information and resources on home and community care services. Given our technological investments, providing access to information and resources 24/7 is possible via our digital suite of tools. In early May, the Erie St. Clair CCAC formally launched its social media strategy. Our CCAC boasts a revamped LinkedIn destination to support recruitment and our organizational profile. The residents of our region and across Ontario can engage our CCAC in meaningful dialogue by accessing our revamped Facebook page and our growing twitter account. Furthermore, our YouTube channel features media produced by our CCAC and will be a platform to communicate to staff and partners in the near future. Each of these tools is a front door to our CCAC, providing greater access for support and information, and is supported by our own staff. Each represents an opportunity for engagement with stakeholders and the public to address questions, concerns and share information about our services, home and community care system and the network of community based services. Key Messages

• Our social media tools are resources for the public. They are meant to engage and educate, and provide for a virtual front door to the CCAC and community based services.

• Accessibility to health information should not be contingent on access to a front office. Our residents have health questions and concerns, and they can access our digital resources at any time.

• These tools allow the CCAC to engage with decision makers and advocates to further the interests of our

patients and their caregivers by supporting an ongoing dialogue.



To: Chair and Board of the Erie St. Clair Community Care Access Centre From: Annette Zimmer, Executive Assistant, Corporate Coordinator Date: Friday, May 23, 2014 Subject: 2014 OACCAC Conference Attendee Information

• Page 1 of 1

PURPOSE OF REPORT:

To inform the Board of our CCAC’s Board and staff participation in the 2014 OACCAC Annual Conference being held June 8 – 10, 2014

RECOMMENDATIONS:

For information only.

INFORMATION:

The Erie St. Clair Community Care Access Centre will be represented at the 2014 OACCAC Annual Conference. We will have a total of 17 people attending the Conference. We continue to support this event, given that it is a premier education event and a communication avenue for important messages between community health care colleagues, partners, the LHIN community and the Ministry of Health and Long-Term Care. Registrants are as follows: Board members attending: 1) Kathryn Biondi – attending as an OACCAC Board Member and presenter 2) Gordon Simmons 3) Jennifer Hill 4) Robert Dye 5) Connie Quinn-Vaillant (presenter) 6) Chelsie MacIlwain (presenter) 7) Marshall Kern 8) Walter Copeland Award Nominees: 9) Kelley Doyle, Senior Director, Project Management, HR, Organizational

Development 10) Suzanne Leonard, Director of Human Resources Staff attending the conference: 11) Lori Marshall, Chief Executive Officer 12) Tricia Khan, Senior Director, Patient Services 13) Caen Suni, Senior Director, Partnership Development and Strategic Planning 14) Helen Bechard, Patient Services Manager 15) Sue McCabe, Care Coordinator 16) Stephanie Drouillard, Care Coordinator 17) Suzanne Myer, Care Coordinator Please note that all are welcome to attend the Annual General Meeting Sunday afternoon. This is of special interest to Board members. All are encouraged to attend the Monday evening banquet, tickets are included in the registration package. The banquet is a great time to honour our own award nominees – we make an effort to be seated together so we can enjoy the evening as a group.

/az


2.4 Standing Committee report from Finance Committee


Moved by: Seconded by: THAT the Board of the Erie St. Clair Community Care Access Centre endorse the Finance Committee report as a whole including the following:

THAT the Finance Committee recommends the Board direct Administration to provide regular reports to the Finance Committee on costs incurred as the flow-through agency for all custodial funding received from the Erie St. Clair Local Health Integration Network. THAT the Finance Committee of the Erie St. Clair CCAC approve the Finance Committee Terms of Reference as presented as follows:

FINANCE COMMITTEE TERMS OF REFERENCE

1. The Finance Committee will consist of: a) at least 2 Directors, including the Treasurer who will serve as Chair; b) the Chair of the Board (ex-officio); and c) the Chief Executive Officer and Chief Financial Officer (non-voting).

2. The Finance Committee will: a) Ensure that processes are in place for the development of the annual business

plan to support funding provided by the Local Health Integration Network; b) Review and recommend to the Board the annual business plan including financial

assumptions used to develop the business plan and the submission of the plan in the required form to the Local Health Integration Network;

c) Review and report to the Board on the quarterly financial performance of the CCAC and monitor to ensure that the CCAC operates within its approved funding;

d) Review and recommend to the Board plans developed by management to address any variances between the business plan and actual performance, monitor the implementation of these plans and report to the Board;

e) Review and recommend to the Board the financial reports that require Board approval for submission to the Local Health Integration Network as required by the Multi-Sector Service Accountability Agreement;

f) Ensure that management has established processes to manage the assets of the CCAC;

g) Identify and ensure that the Board understands any financial risks assumed by the CCAC, and ensure that management has established systems to manage these risks and that they are in place;

h) Establish an annual work plan and deliverables for approval of the Board.

3. The Finance Committee will meet at least quarterly and at the call of the Chair.

4. Appropriate staff support will be provided to the Finance Committee.

THAT the Finance Committee of the Erie St. Clair Community Care Access Centre acknowledges receipt of confirmation from Steve Brown, Director of Finance and Facilities, that all required statutory remittances have been paid, all required salary and wages have been paid and that all invoices are in the normal process of approval, posting, and payment in order to be paid on time as of Monday, April 21, 2014.





Committee: Finance Committee Date of Meeting: Thursday, May 8, 2014 Next Meeting: Thursday, October 9, 2014 Items Discussed Action

1) Financial Status Update The Finance Committee reviewed the report from Glenda Mailloux, Senior Director Corporate Services; CFO dated Tuesday, April 29, 2014 entitled 2013/2014 Business Plan Results. Results from the 2013/2014 Business Plan and key learnings were presented. In May 2013 base-funding was just over $122M; by March 31, 2014 an additional $7M in base funding and over $2M in one-time funding for new programs was received. Of the 14 funding announcements the Erie St. Clair CCAC received, five were prorated based on their time of arrival; several were annualized and four announcements identified Erie St. Clair CCAC as the custodian only. The Custodial funding is not included in the schedule below. The following table shows the year-over-year change in Erie St. Clair CCAC’s cost centers, the 2013/2014 budgeted amounts as presented in the May 2013 report and the actual costs as of March 31, 2014.

Please note that accruals, amortization, month or yearend adjusting entries, and other revenues are not necessarily reflected in the above table and therefore monthly reports or schedules will show variances. Caution should be exercised when comparing this data to data reported in other monthly reports. As of May 8, 2014 a balanced position for 2013/2014 is being projected; however, Erie St. Clair CCAC is currently completing their year-end and the audit is in its early stage. These amounts are subject to change. Administration does not believe it will be significant. No variances, exceptions or issues of non-compliance with respect to the subject matter of the report were noted. Lengthy discussion took place regarding the custodial funding Erie St. Clair CCAC received from the LHIN for 1) Health Links Initiative Support 2) Community Analytics and 3) Innovation Centre funding announcements. This funding method is a new practice for the Erie St. Clair CCAC and has the potential to increase administrative costs and the percent of funding directed towards administration. Clarification regarding this practice was sought from the Erie St. Clair LHIN by the former CEO given the lack of precedent to guide the CCAC. This

Committee approved Thursday, May 8, 2014. Requesting Board approval Thursday, May 29, 2014

F2011/2012 F2012/2013 F2013/2014 F2013/2014 VariancesActuals Actuals Budgeted Actuals ** Bud/Act

Salaries and Benefits 32,772,961 33,756,013 35,684,303 36,831,992 (1,147,689) Medical Staff Reimbursement 165,745 185,238 185,238 224,302 (39,064) Purchase Service - In-Home 68,188,591 63,608,559 63,053,473 67,414,701 (4,361,228) Purchase Service - SHSS 6,461,809 6,904,731 7,388,062 7,592,324 (204,262) Hospice 1,688,824 1,691,218 1,741,955 1,691,218 50,737 Medical Supplies and Equipment 7,660,733 7,395,551 7,617,418 8,006,074 (388,656) Equipment 722,438 718,918 740,486 629,333 111,153 General Operating Expenses 3,848,384 2,950,382 3,848,384 3,225,469 622,915 Building and Grounds 1,811,617 1,716,351 2,059,621 1,862,394 197,227 Total CCAC Expenses 123,321,102 118,926,961 122,318,940 127,477,808 (5,158,868)





new funding approach has also been shared at the provincial level with the OACCAC. It was suggested that Administration provide regular updates to the Finance Committee on all administrative costs incurred as the flow-through agency. All supporting documentation will be made available for viewing on the Board Portal. IT WAS AGREED THAT the Finance Committee recommends the Board direct Administration to provide regular reports to the Finance Committee on costs incurred as the flow-through agency for all custodial funding received from the Erie St. Clair Local Health Integration Network.

2) Review of Terms of Reference The Finance Committee reviewed the report from Tricia Khan, Interim Acting CEO dated Thursday, May 1, 2014 entitled Review of Terms of Reference. Policy V-A-7 requires that each Committee review and update its own terms of reference annually for content and relevance. A review occurred as a result of our full review of Board policies three years ago; recommended changes were made at that time. The Finance Committee did not propose any revisions. No variances, exceptions or issues of non-compliance with respect to the subject matter of the report were noted. IT WAS AGREED THAT the Finance Committee of the Erie St. Clair CCAC approve the Finance Committee Terms of Reference as presented as follows:

FINANCE COMMITTEE TERMS OF REFERENCE

1. The Finance Committee will consist of: (a) at least 2 Directors, including the Treasurer who will serve as Chair; (b) the Chair of the Board (ex-officio); and (c) the Chief Executive Officer and Chief Financial Officer (non-voting).

2. The Finance Committee will:

a) Ensure that processes are in place for the development of the annual business plan to support funding provided by the Local Health Integration Network;

b) Review and recommend to the Board the annual business plan including financial assumptions used to develop the business plan and the submission of the plan in the required form to the Local Health Integration Network;

c) Review and report to the Board on the quarterly financial performance of the CCAC and monitor to ensure that the CCAC operates within its approved funding;

d) Review and recommend to the Board plans developed by management to address any variances between the business plan and actual performance, monitor the implementation of these plans and report to the Board;

e) Review and recommend to the Board the financial reports that require Board approval for submission to the Local Health Integration Network as required by the Multi-Sector Service Accountability Agreement;

f) Ensure that management has established processes to manage the assets of the CCAC;

g) Identify and ensure that the Board understands any financial risks assumed by the CCAC, and ensure that management has established systems to manage these risks and that they are in place;






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h) Establish an annual work plan and deliverables for approval of the Board. 3. The Finance Committee will meet at least quarterly and at the call of the Chair. 4. Appropriate staff support will be provided to the Finance Committee.

3) Confirmation of Payment of Statutory Obligations The Finance Committee reviewed the report from Steven Brown, Director of Finance and Facilities dated Tuesday, April 29, 2014 entitled Confirmation of Payment of Statutory Obligations’ regarding the status of required statutory remittances, all required salaries and wages and all approved invoices. No variances, exceptions or issues of non-compliance with respect to the subject matter were reported. IT WAS AGREED THAT the Finance Committee of the Erie St. Clair Community Care Access Centre acknowledges receipt of confirmation from Steve Brown, Director of Finance and Facilities, that all required statutory remittances have been paid, all required salary and wages have been paid and that all invoices are in the normal process of approval, posting, and payment in order to be paid on time as of Monday, April 21, 2014.



7.1 Standing Committee report from Governance Committee


Moved by: Seconded by: THAT the Board of the Erie St. Clair Community Care Access Centre endorse the Governance Committee report as a whole including the following:

THAT the Governance Committee recommends the Board of the Erie St. Clair CCAC endorse and direct that Administration: i) Further develop the Board Orientation and Board Education plan and processes to

enhance both the Orientation and the Educational programs for 2014-2015. ii) The evaluation of the Board Orientation and Board Education plan be included in the

2014-2015 Board Evaluation. iii) This item be included on an agenda of the full Board, for discussion and decision no

later than the June Board meeting. THAT the Governance Committee recommends the Board of the Erie St. Clair CCAC approve the following: i) Individual director’s evaluation tools be made available on the Board Portal for

voluntary use by Board members and that Board members be encouraged to use the tools to build their skills and identify learning opportunities.

ii) Education topic “What is Governance” be included in future Governance Committee Workplans and that it be scheduled to take place prior to the annual Board Evaluation Survey in 2014-2015.

iii) The Board support using the OACCAC Board Evaluation Survey for 2013-2104 and encourage all Board members to avoid neutral responses.

iv) The OHA Governance Centre of Excellence Board Evaluation Survey be used simultaneously with the OACCAC Board Evaluation Survey for 2014-2015.

v) Future Board Evaluation surveys include questions on Board Dynamics. vi) Subject to Board approval, the Board direct Administration to contact the OHA

Governance Centre of Excellence. THAT the Governance Committee recommend that the OACCAC conduct the 2013-2014 Annual Board Evaluation Survey as in previous years and that Board members avoid neutral responses. THAT the Governance Committee recommends that the Board of the Erie St. Clair Community Care Access Centrereview the skill mix of board members on the Erie St. Clair CCAC Board Members Profile Matrix to ensure that the skills required of new Board members to identify potential gaps and thereby identifying recommended skills for consideration in preparation for the Board recruitment process. THAT The Governance Committee identified the recruitment requirements are as follows: i) One New 3-year term ii) One 2-year term vacancy with eligibility for an additional two 3-year renewals iii) One 1-year term vacancy be filled, with eligibility for an additional two 3-year

renewals


7.1 Standing Committee report from Governance Committee


iv) One of the preceding Board vacancies must be filled by a Francophone. v) Up to 2 Community member’s vacancies on the Quality Committee and, THAT Administration contact Connie Marger, Quality Committee Community Member to inquire if she is interested in serving on the Board, and THAT the Board Recruitment Committee have a Board Roster of 12 in time for the Annual Meeting to be held in September 2014 THAT the Governance Committee recommends that the Board of the Erie St. Clair Community Care Access Centre endorse the following: i) Chair Kathryn Biondi be named as voting delegate to the 2014 Annual General

Meeting of the OACCAC being held on Sunday, June 8, 2014 with Vice Chair Robert Dye named as the alternate, in the event that Kathryn Biondi is unable to attend;

and THAT ii) in the event that both Kathryn Biondi and Robert Dye are unable to attend that Lori

Marshall, Chief Executive Officer, Erie St. Clair Community Care Access Centre as an attending delegate will be the alternate.





Committee: Governance

Date of Meeting: Thursday, May 1, 2014

Next Meeting: Thursday, July 3, 2014

Items Discussed Action

1) Board Education and Board Orientation Evaluation The Governance Committee reviewed the report from James Greenway, Chair dated Wednesday, April 23, 2014 entitled Board Education and Board Orientation Evaluation. The evaluation process has now been completed. Feedback from the respondents advised that the Orientation and Educational events provided were useful and informative. Experiences, such as the Retreat were valuable and the educational components provided at the full Board meetings were informative. Preference noted for expansion of the Orientation program with increased opportunity for further learning being recommended. The educational offerings were generally not broad enough in scope and would benefit from enhancement. No variances, exceptions or issues of non-compliance with respect to the subject matter was reported. IT WAS AGREED THAT the Governance Committee of the Erie St. Clair Community Care Access Centre recommends the Board endorse and direct that Administration:

i) Further develop the Board Orientation and Board Education plan and processes to enhance both the Orientation and the Educational programs for 2014-2015.

ii) The evaluation of the Board Orientation and Board Education plan be included in the 2014-2015 Board Evaluation.

iii) This item be included on an agenda of the full Board, for discussion and decision no later than the June Board meeting.

Committee approved Thursday, May 1, 2014. Requesting Board approval Thursday, May 29, 2014.

2) Governance Board Evaluation Sub-Committee Report Marshall Kern, Chair, Board Evaluation Sub-Committee provided a verbal update on the work of the Board Evaluation Sub-committee to date. A number of options were reviewed. Options considered include commercially-available evaluation tools, evaluations by consultants, and other evaluation surveys. Board evaluation tools are evolving to include areas such as evaluating behaviours of Board members, also described as Board dynamics, as well as including other topics such as policies, procedures, committee structures, and rules of order. The Sub-committee presented the following for consideration and approval as follows: i) Several individual director evaluation tools be posted on the Board Portal

for use by interested Board members on a voluntary basis to allow Board members to use as a guide to consider their involvement, participation, skills, and opportunities to learn, by answering the questions in these evaluation tools.

ii) The Governance Committee include in its future workplan the education




GOVERNANCE COMMITTEE REPORT


topic “What is Governance” with a specific plan developed by Administration scheduled before the annual Board Evaluation. It was suggested that in future years the Board consider the state-of-the-art evaluation tools and current legislative expectations for Boards.

iii) The Board continue with the OACCAC Board Evaluation tool for 2013-2014. This provides another year of data for trend analysis. All Board members be encouraged to avoid neutral responses.

iv) The OHA Governance Centre of Excellence Board Evaluation tool be used simultaneously with the OACCAC Board evaluation tool for 2014-2015. The OHA tool provides a comparison to peer groups of other health care organizations in Ontario. No other tool offers this opportunity. There is no cost and it allows for some analysis and discussion with the OHA Centre for Excellence specialist.

v) Future Board Evaluation surveys include questions on Board Dynamics. Lengthy discussion took place by Committee members. It was noted that education opportunities on governance best practices will be available at the OACCAC conference in June 2014. Reviewing the governance practices and incorporating any new learning to further strengthen the organization’s governance practices would be of benefit after the OACCAC conference. IT WAS AGREED THAT the Governance Committee recommends the Board approve the following:

i) Individual director’s evaluation tools be made available on the Board Portal for voluntary use by Board members and that Board members be encouraged to use the tools to build their skills and identify learning opportunities.

ii) Education topic “What is Governance” be included in future Governance Committee Workplans and that it be scheduled to take place prior to the annual Board Evaluation Survey in 2014-2015.

iii) The Board support using the OACCAC Board Evaluation Survey for 2013-2104 and encourage all Board members to avoid neutral responses.

iv) The OHA Governance Centre of Excellence Board Evaluation Survey be used simultaneously with the OACCAC Board Evaluation Survey for 2014-2015.

v) Future Board Evaluation surveys include questions on Board Dynamics. vi) Subject to Board approval, the Board direct Administration to contact

the OHA Governance Centre of Excellence. Marshall Kern, Board Evaluation Sub-committee Chair was asked to forward all contact information to Annette Zimmer, Executive Assistant. James Greenway, Chair thanked the Governance Board Evaluation Sub-Committee for their diligence and thoughtful work.

3) Board Evaluation and Performance Measurement Process The Governance Committee reviewed the Report from Tricia Khan, Interim Acting Chief Executive Officer dated Thursday, April 24, 2014 entitled Begin Board Evaluation and Performance Measurement Process. IT WAS AGREED THAT the Governance Committee recommend that the OACCAC conduct the 2013-2014 Annual Board Evaluation Survey as in






previous years and that Board members avoid neutral responses.

4) Board Nomination Sub-committee Update James Greenway, Chair provided a verbal update regarding the Nomination Sub-committee. He noted the for September there will be the following vacancies: • Gordon Simmons term expires and is not eligible for renewal. One new

Board member is required with a 3-year term. • James Greenway will be resigning his positions from the Board. There is

one year remaining to his term. One new Board member is required to fill the 1-year vacancy and will be eligible for two additional 3-year terms.

• Jean-Paul Gagnier will be resigning his position from the Board. There is two years remaining to his term which needs to be replaced by a Francophone. This individual will fill the 2-year vacancy and will be eligible for two additional 3 year terms.

• The terms for Jennifer Hill, Marshall Kern, Warren Reinisch and Kathryn Biondi terms are expiring and we are operating on the assumption that each will return for another three year team but this should be confirmed as early as possible

• Administration will contact Connie Marger, Quality Committee Community Member to inquire if she is interested in serving on the Board.

• There is at least one, possibly two, Community member’s vacancies on the Quality Committee.

• Walter Copeland, Chelsie MacIlwain and Connie Quinn-Vaillant have confirmed they will continue with their current terms. Jeewen Gill and Robert Dye need to confirm continuation of their terms.

The Governance Committee reviewed the current matrix and noted that the Board will lose certain skills with the upcoming vacancies. It was noted that the Board should review the matrix to ensure that the skills required of new Board members will be comprehensive and will identify any required skills for consideration in preparation for the Board recruitment process. A revised Board Members Profile matrix with the current Board membership for the May 29, 2014 Board meeting. Board members are encouraged to network for potential Board candidates. The Nominating Committee was established and committee members are James Greenway, Jeewen Gill, Chelsie MacIlwain and Gordon Simmons. Kathryn Biondi will be asked to attend at the beginning of the first meeting scheduled for Monday, May 12, 2014 5 pm by teleconference. Lori Marshall, new Chief Executive Officer has been invited to attend. The agenda will include a review of current Board recruitment requirements/methods and candidate list, and will determine the interview panel and timeframe for interviews. No variances, exceptions or issues of non-compliance with respect to the subject matter of this report. IT WAS AGREED THAT the Governance Committee recommends that the Board review the skill mix of board members on the Erie St. Clair CCAC Board Members Profile Matrix to ensure that the skills required of new Board members to identify potential gaps and thereby identifying recommended skills for consideration in preparation for the Board recruitment process.


5) Board Recruitment Committee





The Governance Committee reviewed the report from Tricia Khan, Interim Acting Chief Executive Officer dated Thursday, April 24, 2014 regarding Board Recruitment. The Committee reviewed the Board recruitment plan. Administration has received two applications to date. Board Members are encouraged to canvass their personal networks for suitable, interested candidates. The Communication Department will assist with any further recruitment needs such as the use of newspaper or social media, etc. Recruitment efforts will focus on identifying and confirming three Board members in time for the Annual Meeting scheduled for September 2014. The Governance Committee noted that the inclusion of a skills check list, as referenced from the Erie St. Clair CCAC Board Members Candidate Profile matrix, be included in future recruitment media for new Board members so candidates can indicate their experience or lack thereof, to assist future Board Nomination’s Committee in filling skills gap in its Board. No variances, exceptions or issues of non-compliance with respect to the subject matter of this report. IT WAS AGREED THAT The Governance Committee identified the recruitment requirements are as follows:

i) One New 3-year term ii) One 2-year term vacancy with eligibility for an additional two 3-year

renewals iii) One 1-year term vacancy be filled, with eligibility for an additional

two 3-year renewals iv) One of the preceding Board vacancies must be filled by a

Francophone. v) Up to 2 Community member’s vacancies on the Quality Committee

and, THAT Administration contact Connie Marger, Quality Committee Community Member to inquire if she is interested in serving on the Board, and THAT the Board Recruitment Committee have a Board Roster of 12 in time for the Annual Meeting to be held in September 2014.

approved Thursday, May 1, 2014. Requesting Board approval Thursday, May 29, 2014.

6) OACCAC Annual General Meeting Voting Delegate The Governance Committee reviewed the Report from Tricia Khan, Interim Acting Chief Executive Officer dated Thursday, April 24, 2014 regarding OACCAC Annual General Meeting Voting Delegate. Each Board is required to name a voting delegate and it is good practice to name an alternate in the event that the voting delegate is unable to attend. Boards typically name the Chair of the Board as the voting delegate and the Vice Chair as alternate. The OACCAC Audited Financial Statements and the CEO Report are received at the Annual Meeting. The Annual Meeting is a time when resolutions are considered. These are generally matters of importance that affect all CCACs and require action at a provincial level for change. IT WAS AGREED THAT the Governance Committee recommends that the Board of the Erie St. Clair Community Care Access Centre endorse the following:

i) Chair Kathryn Biondi be named as voting delegate to the 2014 Annual General Meeting of the OACCAC being held on Sunday, June 8, 2014






with Vice Chair Robert Dye named as the alternate, in the event that Kathryn Biondi is unable to attend;

and THAT ii) in the event that both Kathryn Biondi and Robert Dye are unable to

attend that Lori Marshall, Chief Executive Officer, Erie St. Clair Community Care Access Centre as an attending delegate will be the alternate.

/bw


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9.1 Amendment to the OACCAC Amended and Restated By-Law No.2, 2013

MOTION REQUIRED –May 29, 2014:

Moved by: Seconded by: THAT the Board of the Erie St. Clair Community Care Access Centre having reviewed the Amendment to the OACCAC Amended and Restated By-Law No. 2, 2013 have

i) No recommended changes or

ii) Make the following recommended changes:



To: Chair and Members of the Board of the Erie St. Clair Community Care

Access Centre From: Lori Marshall, Chief Executive Officer Date: Friday, May 23, 2014 Subject: Amendment to the OACCAC Amended and Restated By-Law No.2, 2013

• Page 1 of 1

PURPOSE OF REPORT: To provide the Board of the Erie St. Clair Community Care Access Centre the amended and

restated OACCAC By-Law No. 2 for review.

RECOMMENDATION: For review and recommendation as necessary.

BACKGROUND SUMMARY: The OACCAC will be seeking membership approval at this year’s OACCAC AGM on June 8,

2014 on an amendment to the OACCAC’s Corporate By-Laws. Board members are being asked to review the amended and restated OACCAC By-Law No. 2. Kathryn Biondi, Board Chair, voting delegate and Member of the OACCAC Board will bring forward any feedback on behalf of the Board of the Erie St. Clair Community Care Access Centre to the OACCAC AGM scheduled for June 8, 2014 from 2 to 4 pm. Please find attached Briefing Note from Michael Ennis, OACCAC Board Governance Committee Chair and the Ontario Association of Community Care Access Centres Amended and Restated By-Law No. 2, 2014.

VARIANCE/EXCEPTIONS/NON-COMPLIANCE There are no variances, exceptions or issues of non-compliance with respect to the subject

matter of this report. /az


If you have any questions, and for more information, please contact: STAFF NAME & E-MAIL

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BRIEFING NOTE To: Members of the OACCAC Corporation

From: Michael Ennis, OACCAC Board Governance Committee Chair

Date: May 23, 2014

Subject: Amendment to the “OACCAC’s Amended and Restated By-Law No. 2, 2013”

Purpose: An amendment to the attached Amended and Restated By-Law No. 2, 2013, is being proposed to the Members for approval.

Required Resolution: That the Members of the OACCAC Corporation confirm the Amended and Restated

By-Law No. 2, 2014 as presented

Information Rationale: An amendment to the OACCAC Amended and Restated By-Law No. 2, 2014 was approved by the Board of Directors at its April 8th 2014 meeting. It now requires approval by the membership. The approval process is set out in Article 16 of the By-Law. The Board identified a need to have flexibility with regard to Board Terms of Office from time to time as the relatively short Terms of Office (3 years) of OACCAC Board members can create challenges to effective governance. After seeking legal advice, the Board determined that the outlined amendment was the most effective way to provide that flexibility. • To add the words “unless otherwise approved by the Board by resolution”, in

front of every three years… such that the amended clause 4.2 (c) reads: “Unless otherwise approved by the Board by resolution, every three (3) years a CCAC shall alternate between designating its CCAC CEO and a CCAC Director to establish the balanced composition referred to in subsection 4.2(a).”

Attached, is a revised copy of the Amended and Restated By-Law # 2, 2014 which includes the amendment as described above to Section 4.2(c). Accordingly, I am very pleased to present this amendment at this Annual General Meeting 2014 for confirmation by the membership, pursuant to Section 16.3.


Ontario Association of Community Care Access Centres Amended and Restated By-Law No. 2, 2014


TABLE OF CONTENTS

Corporate By-law Article 1 - Interpretation ................................................................................................................. 1

1.1 Definitions........................................................................................................................... 1

1.2 Interpretation ....................................................................................................................... 2

Article 2 - Membership in the Corporation ..................................................................................... 2

2.1 Members ............................................................................................................................. 2

2.2 Fees ..................................................................................................................................... 3

2.3 Voting ................................................................................................................................. 3

2.4 Transferability ..................................................................................................................... 3

2.5 Termination of Members .................................................................................................... 3

Article 3 - Meetings of Members .................................................................................................... 3

3.1 Location .............................................................................................................................. 3

3.2 Calling Meetings ................................................................................................................. 3

3.3 Quorum ............................................................................................................................... 3

3.4 Notice .................................................................................................................................. 3

3.5 Votes ................................................................................................................................... 4

3.6 Chair of the Meeting ........................................................................................................... 4

3.7 Adjourned Meetings of Members ....................................................................................... 5

3.8 Notice of Adjourned Meetings............................................................................................ 5

3.9 Written Resolution in Lieu of Meeting ............................................................................... 5

3.10 Telephonic or Electronic Meetings of Members ................................................................ 5

Article 4 - Directors ........................................................................................................................ 5

4.1 Composition of Board ......................................................................................................... 5

4.2 Board Composition and Term ............................................................................................. 5

4.3 Duties and Responsibilities ................................................................................................. 6

4.4 Qualifications of Directors .................................................................................................. 6

4.5 Vacation of Office............................................................................................................... 6

4.6 Directors Remuneration ...................................................................................................... 7

Article 5 - Meetings of Directors .................................................................................................... 7

5.1 Meetings of Directors ......................................................................................................... 7

5.2 Regular Meetings ................................................................................................................ 7


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5.3 Telephonic or Electronic Meetings ..................................................................................... 7

5.4 Notices ................................................................................................................................ 7

5.5 Quorum ............................................................................................................................... 8

5.6 Meeting of Board after Annual Meeting ............................................................................. 8

5.7 Persons Entitled to be Present ............................................................................................. 8

5.8 Voting ................................................................................................................................. 8

5.9 Casting Vote........................................................................................................................ 8

5.10 Polls..................................................................................................................................... 8

5.11 Written Resolutions in lieu of Meeting ............................................................................... 8

5.12 Adjournment of the Meeting ............................................................................................... 9

5.13 Notice of Adjourned Meeting ............................................................................................. 9

Article 6 - Interest of Directors or Officers in Contracts or Transactions ...................................... 9

6.1 Declaration of Conflict ....................................................................................................... 9

Article 7 - Protection of Officers and Directors ............................................................................ 11

7.1 Directors Liability ............................................................................................................. 11

7.2 Indemnities to Directors and Others ................................................................................. 11

Article 8 - Committees .................................................................................................................. 11

8.1 Committees ....................................................................................................................... 11

8.2 Functions, Duties, Responsibilities and Powers of Committees....................................... 12

8.3 Committee Members, Chair .............................................................................................. 12

8.4 Procedures at Committee Meetings .................................................................................. 12

8.5 Executive Committee ........................................................................................................ 12

Article 9 - Officers ........................................................................................................................ 12

9.1 Officers ............................................................................................................................. 12

9.2 Terms of Office ................................................................................................................. 13

Article 10 - Duties of Officers ...................................................................................................... 13

10.1 Chair of the Board ............................................................................................................. 13

10.2 Vice Chairs........................................................................................................................ 13

10.3 Chief Executive Officer .................................................................................................... 13

10.4 Secretary ........................................................................................................................... 14

10.5 Other Officers ................................................................................................................... 14

Article 11 - Organization and Financial........................................................................................ 14

11.1 Seal .................................................................................................................................... 14


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11.2 Execution of Documents ................................................................................................... 14

11.3 Other Signing Officers ...................................................................................................... 14

11.4 Banking Arrangements ..................................................................................................... 14

11.5 Financial Year ................................................................................................................... 15

11.6 Appointment of Auditor .................................................................................................... 15

11.7 Investments ....................................................................................................................... 15

11.8 Borrowing Power .............................................................................................................. 15

Article 12 - Books and Records .................................................................................................... 16

12.1 Books and Records ........................................................................................................... 16

Article 13 - Confidentiality ........................................................................................................... 16

13.1 Confidentiality .................................................................................................................. 16

13.2 Board Spokesperson.......................................................................................................... 16

Article 14 - Rules and Procedures ................................................................................................ 16

14.1 Rules of Order ................................................................................................................... 16

14.2 Rules and Policies ............................................................................................................. 16

Article 15 - Notices ....................................................................................................................... 17

15.1 Notice ................................................................................................................................ 17

15.2 Computation of Time ........................................................................................................ 17

15.3 Omissions and Errors ........................................................................................................ 17

15.4 Waiver of Notice ............................................................................................................... 17

Article 16 - Amendment of By-laws ............................................................................................. 18

16.1 Amendment ....................................................................................................................... 18

16.2 Effect of Amendment ........................................................................................................ 18

16.3 Member Approval ............................................................................................................. 18


By-law Number 1

Ontario Association of Community Care Access Centres

A By-law relating to the transaction of the activities and affairs of Ontario Association of Community Care Access Centres (the “Corporation”).

Be it enacted as a By-law of the Corporation as follows:

Article 1 Interpretation

1.1 Definitions

In this By-law and all other by-laws of the Corporation, unless the context otherwise requires:

(a) “Act” means the Corporations Act (Ontario) and any statute that may be substituted therefore, and where the context requires, includes the regulations made under it, as from time to time amended;

(b) “Articles” means any instrument or document that incorporates the Corporation or modifies it’s incorporating document or instrument, including restated articles of incorporation, articles of amendment, letters patent, and supplementary letters patent or special legislation;

(c) “Board” means the board of directors of the Corporation;

(d) “CCAC” means each of the fourteen (14) Community Care Access Centres established under the Community Care Access Corporations Act, 2001;

(e) “CCAC CEO” means the chief executive officer of a CCAC and includes an individual who is an interim or acting chief executive officer of a CCAC;

(f) “CCAC Director” means a member of the board of directors of a CCAC;

(g) “Chair” means the chair of the board;

(h) “Chief Executive Officer” means the Chief Executive Officer of the Corporation;

(i) “Director” means a member of the Board of the Corporation;

(j) “ex officio” means membership “by virtue of office” and includes all rights, responsibilities, and power to vote unless otherwise specified;

(k) “Members” means members of the Corporation as described in Article 2;

(l) “Members Agreement” means the most recent agreement among the CCACs and the Corporation defining respective roles and responsibilities of the CCACs and the


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Corporation, the relationship of the CCACs to one another and to the Corporation and terms on which the Corporation provides services to CCACs and fees are paid by CCACs;

(m) “Member Representative” means the individual designated in writing by a CCAC as its representative to attend and vote at meetings of Members and if no such designation is made, the CCAC CEO;

(n) “Person” means and includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, government agency, board, commission or authority, or any other form of entity or organization;

(o) “Rules and Policies” means a rule and/or policy adopted by the Board in accordance with section 14.2; and

(p) “special business” has the meaning given to such term in the Act and includes any business other than: consideration of the financial statements and the audit report, election of Directors and reappointment of the incumbent auditor.

1.2 Interpretation

In this By-law and in all other by-laws of the Corporation, unless the context otherwise requires, words importing the singular number shall include the plural number and vice versa and references to persons shall include firms and corporations and words importing one gender shall include the opposite.

Other than as specifically defined in this By-law, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act.

Article 2 Membership in the Corporation

2.1 Members

The Members of the Corporation shall consist of:

(a) the Directors from time to time of the Corporation who shall be ex officio non voting Members until the earlier of the date on which they cease to serve as a Director and the date the Not-for-Profit Corporations Act, 2010 (Ontario) is proclaimed in force; and

(b) each of the CCACs that is a party to the Members Agreement and whose membership has not been terminated pursuant to the Members Agreement.

For greater certainty, when the Not-for-Profit Corporations Act is proclaimed in force, the only Members of the Corporation shall be the Members referred to in subsection 2.1(b).


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2.2 Fees

Fees shall be payable by the Members referred to in subsection 2.1(b) as determined by the Board.

2.3 Voting

Subject to the Members Agreement, each Member referred to in subsection 2.1(b) shall be entitled to one vote.

2.4 Transferability

Membership is not transferrable and ceases upon the Member ceasing to be a Member.

2.5 Termination of Members

Membership shall terminate in accordance with the Members Agreement.

Article 3 Meetings of Members

3.1 Location

Meetings of the Members shall be held at the head office of the Corporation or at any place in Ontario as the Board may determine.

3.2 Calling Meetings

The Board or Chair shall have power to call, at any time, a meeting of the Members of the Corporation.

3.3 Quorum

Two-thirds (2/3rds) of the Members entitled to vote present in person through a Member Representative or represented by proxy will constitute a quorum at a meeting of Members.

3.4 Notice

(a) Notice of the time and place of a meeting of Members shall be given to each Director, each Member and to the auditors by sending it by one of the methods set out in section 15.1 addressed such person at their most recent addresses as shown on the Corporation’s records at least ten (10) days and not more than fifty (50) days prior to the meeting.

(b) Notice of a meeting of Members at which special business is to be transacted must:


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(i) state the nature of that business in sufficient detail to permit a Member to form a reasoned judgment on the business; and

(ii) state the text of any special resolution to be submitted to the meeting.

3.5 Votes

(a) Each Member entitled to vote and in attendance through a Member Representative or represented by proxy at a meeting shall have the right to exercise one vote.

(b) At all meetings of Members of the Corporation every question shall be determined by a majority of votes cast unless otherwise specifically provided by statute or by this By-law.

(c) Members may be represented at a Members’ meeting by a Member Representative or a duly appointed proxy.

(d) Every question submitted to any meeting of Members shall be decided in the first instance by a show of hands and in the case of an equality of votes, whether on a show of hands or on a ballot, the chair of the meeting shall not have a second vote to break the tie and the motion shall be defeated.

(e) At any meeting of Members, unless a ballot is demanded, an entry in the minutes of a meeting that the chair of the meeting declared that a resolution carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be proof of the fact in the absence of evidence to the contrary.

(f) A poll may be demanded either before or after any vote by show of hands by any Member entitled to vote at the meeting. If a poll is demanded on the election of a chair of the meeting in accordance with section 3.6 (e) or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of Directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chair of the meeting directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

3.6 Chair of the Meeting

The chair of a meeting of the Members of the Corporation shall be:

(a) the Chair of the Corporation; or

(b) a Vice Chair of the Corporation, if the Chair is absent or is unable to act; or

(c) a chair elected by the voting Members present if the Chair and Vice Chair(s) are absent or unable to act. The Secretary shall preside at the election of the chair of the meeting, but if the Secretary is not present, the Members, from those present, shall choose a Member to preside at the election.


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3.7 Adjourned Meetings of Members

If within one-half (½) hour after the time appointed for a meeting of the Members of the Corporation, the meeting has not commenced because a quorum is not present, the meeting shall stand adjourned until a day to be determined by the Board.

3.8 Notice of Adjourned Meetings

If a meeting of Members is adjourned for less than 30 days, no notice of the meeting that continues the adjourned meeting is required other than by announcement at the meeting that is adjourned. If a meeting of Members is adjourned by one or more adjournments for an aggregate of more than 30 days, notice of the meeting that continues the adjourned meeting shall be given in accordance with section 3.4.

3.9 Written Resolution in Lieu of Meeting

Except as provided in the Act, a resolution signed by all of the Members entitled to vote on that resolution at a meeting of Members is valid as if it had been passed at a meeting of Members. 3.10 Telephonic or Electronic Meetings of Members

If permitted by the Act, any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting if the Corporation makes such means available and a person participating in the meeting by those means is deemed to be present at the meeting. A Members’ meeting may be conducted entirely by telephonic or electronic means.

Article 4 Directors

4.1 Composition of Board

The Board shall consist of fourteen (14) ex officio Directors as provided in section 4.2, each of who shall satisfy the criteria in section 4.4.

4.2 Board Composition and Term

Subject to the Members Agreement, the Directors shall be as follows: (a) The Board shall be comprised of seven (7) Directors who are CCAC CEOs and seven (7)

Directors who are CCAC Directors;

(b) Each CCAC shall designate either its CCAC CEO or a CCAC Director to be a Director;

(c) Unless otherwise approved by the Board by resolution, every three (3) years a CCAC shall alternate between designating its CCAC CEO and a CCAC Director to establish the balanced composition referred to in subsection 4.2(a);


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(d) A CCAC may, from time to time, change the individual that it has designated as its CCAC Director provided that it gives notice in writing to the Corporation;

(e) At each annual meeting of Members the names of the Directors for the next year shall be announced;

(f) In the event of a vacancy in the office of a Director who is CCAC CEO, that CCAC shall identify an interim or acting CCAC CEO to be a Director;

(g) If the office of a Director becomes vacant in accordance with section 4.5, the relevant CCAC shall designate a replacement Director who is qualified in accordance with section 4.4 and subsections 4.2(b) and (c);

(h) If a Director who is a CCAC Director ceases to be a member of the board of a CCAC, such Director’s office on the Board of the Corporation shall be declared vacant and the relevant CCAC shall designate a new CCAC Director; and

(i) Provided a quorum of Directors is in office, the Board shall have the capacity to act despite any non-compliance with subsection 4.2(a).

4.3 Duties and Responsibilities

Subject to the Act, the Board shall govern and supervise the management of the activities and affairs of the Corporation and may exercise all such other powers and do all such other acts and things as the Corporation is, by its Articles or otherwise, authorized to exercise and do.

4.4 Qualifications of Directors

No person shall be qualified to serve as a Director referred to in section 4.1 if he or she:

(a) is not an individual;

(b) is less than eighteen (18) years of age;

(c) is a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

(d) is a person who has been found to be incapable by any court in Canada or elsewhere; and

(e) has the status of a bankrupt.

4.5 Vacation of Office

The office of a Director shall be automatically vacated:

(a) if a Director dies;

(b) if a Director resigns;


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(c) if the Director becomes disqualified under subsections 4.4(a) to (e) inclusive;

(d) if the Director fails to attend more than three (3) consecutive Board meetings or twenty-five percent (25%) of the Board’s meetings during any term year without a satisfactory explanation; or

(e) if he or she is found to have breached the by-laws of the Corporation, including without limitation, the confidentiality requirements and conflict of interest requirements set out in this By-law and the Rules and Policies established by the Board from time to time.

A resignation of a Director becomes effective at the time the resignation is received by the Corporation or at the time specified in the resignation, whatever is later.

Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum remains in office.

4.6 Directors Remuneration

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such provided that a Director may be reimbursed reasonable expenses incurred by the Director in the performance of his or her duties.

Article 5 Meetings of Directors

5.1 Meetings of Directors

The Board shall meet at such times and in such places as may be determined by the Board, the Chair, a Vice Chair or the Chief Executive Officer. Meetings of the Board shall be called by the Secretary upon receipt of the written request of two (2) Directors.

5.2 Regular Meetings

The Board may appoint one (1) or more days for regular meetings of the Board at a place and time named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be given to each Director forthwith after being passed and no other notice shall be required for any such regular meeting.

5.3 Telephonic or Electronic Meetings

A meeting of Directors or a committee of directors may be held by means of such telephone, electronic or other communication facilities in accordance with the requirements of the Act.

5.4 Notices

Notice of meetings, other than regular meetings, shall be given to all Directors at least 48 hours prior to the meeting. The Chair, a Vice Chair or the Chief Executive Officer may call a meeting


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on less notice, by such means as are deemed appropriate, provided that notice is given to all Directors and the majority of the Directors consent to the holding of such meeting. Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.

Notice of a meeting of the Board is not necessary if all Directors are present and none objects to the holding of the meeting, or if those absent have waived notice or otherwise signified their consent to the holding of the meeting.

5.5 Quorum

Ten (10) of the Directors shall constitute a quorum.

5.6 Meeting of Board after Annual Meeting

Provided a quorum of Directors is present, the Board may, without notice, hold a meeting immediately following the annual meeting of Members.

5.7 Persons Entitled to be Present

Guests may attend meetings of the Board with the consent of the meeting on the invitation of the Chair or Chief Executive Officer. The Board may adopt a policy from time to time with respect to the attendance of the public at meetings of the Board.

5.8 Voting

Each Director present at a meeting of the Board shall be entitled to one (1) vote on each matter. A Director shall not be entitled to vote by proxy. Any question arising at any meeting of the Board or any committee of the Board, shall be decided by a majority of votes.

5.9 Casting Vote

In the case of an equality of votes, the Chair shall not have a second vote and the motion shall be defeated.

5.10 Polls

The vote on any question shall be taken by secret ballot if so demanded by any Director present and entitled to vote. Such ballots shall be counted by the chair of the meeting. Otherwise a vote shall be taken by a show of hands. Unless a ballot is demanded, an entry in the minutes to the effect that the chair of the meeting declared that a resolution has been carried, or carried by a particular majority or not carried shall be conclusive in the absence of evidence to the contrary.

5.11 Written Resolutions in lieu of Meeting


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A resolution, signed by all of the Directors entitled to vote on that resolution at a meeting of Directors or a committee of Directors is as valid as if it had been passed at a meeting of Directors or of a committee of Directors.

5.12 Adjournment of the Meeting

If within one-half (½) hour after the time appointed for a meeting of the Board a quorum is not present, the meeting shall stand adjourned until a day within two (2) weeks to be determined by the chair of the meeting.

5.13 Notice of Adjourned Meeting

At least 24 hours notice of the adjourned meeting by an appropriate means shall be given to each Director.

Article 6 Interest of Directors or Officers in Contracts or Transactions

6.1 Declaration of Conflict

(a) Any Director or officer who:

(i) is a party to a material contract or transaction or proposed material contract or transaction with the Corporation; or

(ii) is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation

shall disclose to the Corporation or request to have entered in the minutes of meetings of Directors the nature and extent of his or her interest.

(b) It is recognized that the objects of the Corporation are to encourage and assist Members in meeting the health needs of their clients through provision of optimal community-based health services by a variety of means including provision of services by the Corporation to Members. It is also recognized that is consistent with the objectives of the Corporation that the Board is comprised of representatives of Members. Accordingly, it shall not be a conflict of interest that a Director of the Corporation is a director, officer or employee of a Member if the issue before the Board involves the interests of Members, unless the issue or matter before the Board is specific to such Member.

(c) The disclosure required to be made, pursuant to subsection 6.1(a), by a Director shall be made:

(i) at the meeting at which a proposed contract or transaction is first considered;


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(ii) if the Director was not then interested in a proposed contract or transaction, at the first meeting after such Director becomes so interested;

(iii) if the Director becomes interested after a contract is made or transaction entered into, at the first meeting after the Director becomes so interested; or

(iv) if a person who is interested in a contract or transaction later becomes a Director, at the first meeting after such person becomes a Director.

(d) The disclosure required to be made, pursuant to subsection 6.1(a), by an officer who is not a Director shall be made:

(i) forthwith after the officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of Directors;

(ii) if the officer becomes interested after a contract is made or transaction is entered into, forthwith after he or she becomes so interested; or

(iii) if a person who is interested in a contract or transaction later becomes an officer, forthwith after he or she becomes an officer.

(e) In the event that the contract or transaction or proposed contract or transaction in respect of which a disclosure is required to be made for the purposes of subsection 6.1(a) is one that, in the ordinary course of the Corporation's business, would not require approval of the Directors or Members, then the Director or officer shall disclose to the Corporation or request to have entered in the minutes of Directors' meetings the nature and extent of his or her interest forthwith after the Director or officer becomes aware of the contract or transaction or proposed contract or transaction.

(f) Except as permitted by the Act, a Director referred to in subsection 6.1(a) shall not attend any part of a meeting of the Directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction.

(g) For the purposes of subsection 6.1(a), a general notice to the Directors by a Director or officer declaring that the person is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract or transaction entered into with that person is sufficient declaration of interest in relation to any contract or transaction so made.

(h) The provisions of this Article are in addition to any conflict of interest policy adopted by the Board from time to time.


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Article 7 Protection of Officers and Directors

7.1 Directors Liability

Any Director or officer or committee member of the Corporation shall not be liable for any act, receipt, neglect or default of any other Director, officer, committee member or employee or for any loss, damage or expense happening to the Corporation through any insufficiency or deficiency of title to any property acquired by the Corporation or for any insufficiency or deficiency of any security upon which any moneys of the Corporation shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person including any person with whom any moneys, securities or effects shall be deposited or for any loss, conversion, or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune which may happen in the execution of the duties of such Director’s or officer’s or committee member's respective office unless such occurrence is as a result of such Director’s or officer’s own wilful neglect or default.

7.2 Indemnities to Directors and Others

(a) Every Director or officer or former Director or officer of the Corporation or an individual who acts or acted at the request of the Corporation as a director or officer, or in a similar capacity of another entity, shall be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative, investigative or other action or proceeding in which the individual is involved because of that association with the Corporation or other entity.

(b) The Corporation shall not indemnify an individual under subsection 7.2(a) unless:

(i) the individual acted honestly and in good faith with a view to the best interests of the Corporation or other entity, as the case may be; and

(ii) if the matter is a criminal or administrative proceeding that is enforceable by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

Article 8 Committees

8.1 Committees

The Board may establish committees from time to time. The Board shall determine the duties of such committees. The committees of the Board shall be:

(a) Standing Committees, being those committees whose duties are normally continuous; and


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(b) Special Committees, being those committees appointed for specific duties whose mandate shall expire with the completion of the tasks assigned.

8.2 Functions, Duties, Responsibilities and Powers of Committees

The functions, duties, responsibilities and powers of committees shall be provided in the resolution of the Board by which such committee is established or in terms of reference adopted by the Board.

8.3 Committee Members, Chair

Unless otherwise provided by by-law or by Board resolution, the Board shall appoint the members of committees, the chair of each committee and, if desirable, the vice chair thereof.

The members of any committee (other than a committee referred to in section 8.5, if any) need not be Directors of the Corporation. The members and the chair and vice chair of a committee will hold their office at the will of the Board. Each chair of a Standing Committee shall be a member of the Board. Unless otherwise provided, the Chair and Chief Executive Officer shall be ex officio members of all committees.

8.4 Procedures at Committee Meetings

Procedures at and quorum for committee meetings shall be determined by the chair of each committee, unless established by the Board by resolution or by way of general committee regulations from time to time.

8.5 Executive Committee

The Board may, but shall not be required to, elect an Executive Committee consisting of not fewer than three (3) elected Directors and may delegate to the Executive Committee any powers of the Board, subject to such restrictions, as may be imposed by the Board by resolution. The Executive Committee shall fix its quorum at not less than a majority of its members. Any Executive Committee member shall be removed by a majority vote of the Board.

Article 9 Officers

9.1 Officers

The officers of the Corporation shall include:

(a) Chair of the Board;

(b) Chief Executive Officer;

(c) Treasurer; and


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(d) Secretary;

and may include one or more Vice Chairs and any such other officers as the Board may by resolution determine. The officers shall be elected or appointed by resolution of the Board at the first meeting of the Board following the annual meeting of Members at which the Directors are elected or at such other times when a vacancy shall occur. Subject to the Act, the Board may specify the duties of officers and delegate to them powers to manage the activities and affairs of the Corporation. A person may hold more than one office.

9.2 Terms of Office

Unless otherwise provided in this By-law, the officers appointed by the Board shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead and shall be eligible for reappointment. Officers shall be subject to removal by resolution of the Board at any time.

Article 10 Duties of Officers

10.1 Chair of the Board

The Chair shall be elected by the Board from among the Directors and shall also be designated as the president. The Chair shall, when present, preside at all meetings of the Members and the Board and shall represent the Corporation and the Board as may be required or appropriate and shall have such other powers and duties as the Board may specify. The Chair shall be an ex officio member of all committees of the Board. The Chair shall be elected annually and shall be eligible for re-election provided that the Chair shall serve no longer than two (2) consecutive years. Notwithstanding the foregoing, where a Director has served two (2) consecutive years as Chair, the Board may, by resolution approved by two-thirds (2/3) resolution of the Board, provide that such member is eligible for re-election as Chair provided, however, that in no event shall such member serve longer than three (3) consecutive years.

10.2 Vice Chairs

A Vice Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as shall from time to time be assigned to the Vice Chair by the Board. Where two (2) or more Vice Chairs are elected they shall be designated First Vice Chair, Second Vice Chair and so on.

The Chair, or failing the Chair, the Board, shall designate which of the Vice Chairs shall perform the duties of the Chair in the Chair’s absence.

10.3 Chief Executive Officer

Subject to the authority of the Board, the Chief Executive Officer shall be responsible for the administration, organization and management of the activities and affairs of the Corporation.


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10.4 Treasurer

The Treasurer shall act as chair of the committee responsible for financial matters and have such other duties as may be prescribed by the by-laws or the Board. 10.5 Secretary

The Secretary shall carry out the duties of the secretary of the Corporation generally and shall attend, or cause a recording secretary to attend, all meetings of the Members, Board, and committees to act as a clerk thereof and to record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board of Directors and shall perform such other duties as may be prescribed by the by-laws or the Board.

10.6 Other Officers

The powers and duties of all other officers shall be such as the Board may from time to time determine. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such an assistant unless the Board otherwise directs.

Article 11 Organization and Financial

11.1 Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

11.2 Execution of Documents

Subject to section 11.3, deeds, transfers, assignments, contracts, agreements, mortgages, conveyances, obligations, certificates or any other instruments or documents requiring the signature of the Corporation, shall be signed by any one of the Chair, a Vice Chair or the Teasurer of the Board together with any one of the Chief Executive Officer or chief financial officer of the Corporation and all instruments or documents so signed shall be binding upon the Corporation without any further authorization or formality.

11.3 Other Signing Officers

In addition to the provisions of section 11.2, the Board may from time to time by resolution direct the manner in which and the person or persons by whom any particular instrument or class of instruments or document may or shall be signed. Any signing officer may affix the seal of the Corporation to any instrument or document and may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy.

11.4 Banking Arrangements


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The banking business of the Corporation or any part thereof shall be transacted with such banks, trust companies or other financial institutions as the Board may, by resolution, from time to time determine.

11.5 Financial Year

Unless otherwise determined by the Board, the fiscal year end of the Corporation shall be the last day of March in each year.

11.6 Appointment of Auditor

The Members shall, at each annual meeting, appoint an auditor to audit the accounts of the Corporation and to report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting, provided that the Directors shall immediately fill a vacancy in the office of auditor in accordance with the Act.

11.7 Investments

The Board is authorized to make or receive any investments which the Board in its discretion considers advisable.

11.8 Borrowing Power

The Board of the Corporation may from time to time: (a) borrow money on the credit of the Corporation;

(b) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation;

(c) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, moveable or immoveable property of the Corporation, including book debts, rights, powers, franchises and undertakings to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and

(d) delegate the powers conferred on the Board under this paragraph to such officer or officers of the Corporation and to such extent and in such manner as the Directors shall determine.

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purpose of the Corporation possessed by the Directors or officers independently of this By-law.


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Article 12 Books and Records

12.1 Books and Records

The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

Article 13 Confidentiality

13.1 Confidentiality

Every Director, officer, member of a committee of the Board, employee and agent of the Corporation shall respect the confidentiality of matters:

(a) brought before the Board;

(b) brought before any committee; or

(c) dealt with in the course of the employee’s employment or agent’s activities.

13.2 Board Spokesperson

The Board may give authority to one or more Directors, officers or employees of the Corporation to make statements to the news media or public about matters brought before the Board.

Article 14 Rules and Procedures

14.1 Rules of Order

Any questions of procedure at or for any meetings of Members of the Corporation, or the Board, or of any committee, which have not been provided for in this By-law or by the Act, or the Rules and Policies adopted from time to time by the Board, shall be determined by the chair of such meeting in accordance with the rules of procedure adopted by resolution of the Board, or failing such resolution, adopted by the chair of the meeting.

14.2 Rules and Policies

The Board may, from time to time, make such Rules and Policies as it may deem necessary or desirable in connection with the management of the business and affairs of the Board and the conduct of the Directors and officers, provided however that any such Rule or Policy shall be consistent with the provision of this By-law.


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Article 15 Notices

15.1 Notice

Whenever under the provisions of the by-laws of the Corporation notice is required to be given, unless otherwise provided such notice may be given in writing and delivered or sent by prepaid mail, by facsimile transmission or by electronic mail addressed to the Director, officer, member of a committee, Member or auditor at the postal address, the facsimile number or electronic mail address, as the case may be, as the same appears on the books of the Corporation. A notice so delivered shall be deemed to have been given when it is delivered personally or to the address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of facsimile transmission or electronic mail shall be deemed to have been sent and received in the manner and at the time specified in the Electronic Commerce Act, 2000 (Ontario). The Secretary may change or cause to be changed the recorded address of any Member, Director, officer, auditor or member of a committee of the Board in accordance with any information believed by him or her to be reliable.

15.2 Computation of Time

In computing the date or time when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the notice period shall expire at midnight of the last day of the notice period except if the last day is a holiday, the period shall terminate at midnight of the next day that is not a holiday.

15.3 Omissions and Errors

The accidental omission to give any notice to any Member, Director, officer, member of a committee or the auditor of the Corporation or the non-receipt of any notice by any Member, Director, officer, member of a committee or the auditor of the Corporation or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

15.4 Waiver of Notice

Any Member, Director, officer, member of a committee or the auditor of the Corporation may waive any notice required to be given to him or her under any provision of the Act or the Articles or the by-laws of the Corporation, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice. Attendance and participation at a meeting constitutes waiver of notice unless such attendance is for the express purpose of objecting to the transaction of any business on the grounds the meeting was not lawfully called.


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Article 16 Amendment of By-laws

16.1 Amendment

Subject to applicable legislation, the provisions of the by-laws of the Corporation may be repealed or amended by by-law enacted by a majority resolution of the Directors at a meeting of the Board of Directors and approved by at least a majority of the Members entitled to vote and voting at a meeting duly called for the purpose of considering the said by-law.

16.2 Effect of Amendment

Subject to the Act and to section 16.3 below, a by-law or an amendment to a by-law passed by the Board has full force and effect:

(a) from the time the motion was passed, or

(b) from such future time as may be specified in the motion.

16.3 Member Approval

A by-law or an amendment to a by-law passed by the Board shall be presented for confirmation at the next annual meeting or to a special meeting of the Members of the Corporation called for that purpose.

The Members entitled to vote at the annual meeting or at a special meeting may confirm the by-law as presented or reject or amend it, and if rejected, it thereupon ceases to have effect and if amended, it takes effect as amended.

In any case of rejection, amendment, or refusal to approve the by-law or part of the by-law in force and effect in accordance with any part of this section, no act done or right acquired under any such by-law is prejudicially affected by any such rejection, amendment or refusal to approve.

TOR01: 5118297: v2
