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BILL NO. 34





Government Bill




4th Session, 56th General Assembly
Nova Scotia
45 Elizabeth II, 1996




An Act to Incorporate the

Izaak Walton Killam - Grace Health Centre

for Children, Women and Families





The Honourable Ronald D. Stewart, O.C., M.D.
Minister of Health




Halifax
Printed by Queen's Printer for Nova Scotia







An Act to Incorporate the

Izaak Walton Killam - Grace Health Centre

for Children, Women and Families

Be it enacted by the Governor and Assembly as follows:

1 This Act may be cited as the Izaak Walton Killam - Grace Health Centre Act.

2 In this Act,

(a) "Board" means the Board of Directors of the Corporation;

(b) "Corporation" means the Izaak Walton Killam - Grace Health Centre for Children, Women and Families established by this Act;

(c) "Grace Hospital" means the Salvation Army Grace Maternity Hospital in Halifax;

(d) "Killam Hospital" means the Izaak Walton Killam Hospital for Children, incorporated by Chapter 130 of the Acts of 1910, the Izaak Walton Killam Hospital for Children Act;

(e) "Salvation Army" means the governing council of the Salvation Army, Canada.

3 There is hereby established a body corporate to be known as the Izaak Walton Killam - Grace Health Centre for Children, Women and Families.

4 (1) The objects of the Corporation are to operate a health centre and to provide health services and programs for children, women and families.

(2) The Corporation shall be dedicated to, and shall conduct its business and affairs with a view to, improving the health and health status of children, women and families.

(3) The Corporation has the capacity, rights, powers and privileges of a natural person.

5 (1) The Corporation consists of such members as are determined by or pursuant to the by-laws of the Corporation.

(2) Notwithstanding subsection (1), until the members are determined pursuant to subsection (1), the members of the Board are the members of the Corporation.

6 (1) There shall be a Board of Directors of the Corporation consisting of

(a) such number of persons as provided by the by-laws, having such qualifications as and elected or appointed as set out in the by-laws of the Corporation; and

(b) two persons appointed by the Governor in Council.

(2) Notwithstanding subsection (1), until the Board is appointed or elected pursuant to subsection (1), the Board consists of

(a) six persons appointed by the board of the Grace Hospital;

(b) notwithstanding Section 22, six persons appointed by the board of the Killam Hospital;

(c) such number of persons as provided by the by-laws, having such qualifications as and elected or appointed as set out in the by-laws of the Corporation; and

(d) two persons appointed by the Governor in Council.

(3) Section 19 of the Hospitals Act does not apply to the Corporation.

7 The Board shall exercise all powers and authority of the Corporation and is responsible for the operation and management of the Corporation.

8 The Board shall designate the offices of the Corporation, determine the duties and authorities of each such office and appoint the persons to hold such offices, subject to the requirements, if any, of the by-laws.

9 The Board may delegate authority to any person or committee to conduct and manage affairs of the Corporation to the extent the Board determines in accordance with the by-laws.

10 (1) The Corporation may make by-laws with respect to the conduct and management in all respects of the business and affairs of the Corporation and the exercise of the powers of the Corporation.

(2) Any such by-laws, or amendments thereto or replacements thereof, become effective when approved by a resolution passed at a meeting or approved in writing by a majority of the members of the Board or as otherwise may be established by the by-laws.

11 The signing authorities for the Corporation shall be as set out in the by-laws and, in the absence thereof, any agreement, instrument or document to be executed by the Corporation may be signed by such officers of the Corporation or other persons as the Board may determine and, unless otherwise required by the by-laws, all agreements, instruments or documents so signed are valid and binding on the Corporation without the necessity of affixing a corporate seal.

12 The Corporation is exempt from taxation pursuant to any Act of the Legislature.

13 Without in any way limiting the generality of the objects, powers and capacity of the Corporation as set out in Section 4, the Corporation may acquire any or all of the assets and undertaking of the Salvation Army owned or operated as the Grace Hospital on such terms and conditions as the Board determines and, upon the effective date of such acquisition, but subject to the terms thereof, all such properties, rights, liabilities and obligations of the Salvation Army with respect to its operation of the Grace Hospital as are acquired by, transferred to or assumed by the Corporation vest in the Corporation.

14 Upon this Act coming into force, all properties, rights, liabilities and obligations of the Killam Hospital vest in and become the properties, rights, liabilities and obligations of the Corporation.

15 Notwithstanding any special or general Act of the Legislature, upon the effective date of the acquisition by the Corporation of the properties and rights and its assumption of the liabilities and obligations of the Salvation Army with respect to its operation of the Grace Hospital pursuant to Section 13,

(a) the indebtedness, liabilities or obligations of the Salvation Army assumed by the Corporation are direct liabilities of the Corporation to the person to whom such indebtedness, liabilities or obligations are due or by whom it is held as if the Corporation had incurred such indebtedness, liabilities or obligations on its own behalf, and any liability of the Salvation Army with respect to such indebtedness, liabilities or obligations is extinguished;

(b) any preferential or other right to acquire any asset of the Salvation Army that is acquired by or vested in the Corporation pursuant to Section 13 is deemed to have been waived without any right to compensation by reason only of the operation of Section 13 and the Corporation shall in respect of any such preferential or other right, following such vesting or acquisition of any such asset, observe, fulfil and perform those preferential or other rights as if granted by the Corporation directly, and the Salvation Army has no further liability with respect thereto;

(c) any notice, consent or approval required pursuant to any enactment or any agreement that relates to the assets of the Salvation Army conveyed to the Corporation is deemed to have been waived with respect to such vesting or transfer without any right to compensation by reason only of the operation of Section 13 and the Corporation shall, in respect of any other transfer or transaction arising thereafter, comply with all requirements for the giving of notice or obtaining of consent or approval as was deemed to have been waived hereunder;

(d) any default or breach of a covenant, representation or warranty that occurs under a document relating to any assets, liabilities or obligations of the Salvation Army by reason of the assumption thereof by, conveyance to or, vesting in the Corporation is deemed to have been waived by the person for whose benefit such representation, warranty or covenant had been made;

(e) any document or documents executed by the Salvation Army purporting to convey any property or assets to the Corporation vests in the Corporation all the right, title and interest that the Salvation Army had immediately before the delivery of the document in such property or assets;

(f) the Corporation is not liable, and the completion of the transactions contemplated by Section 13 does not make the Corporation or any of the property and assets of the Salvation Army conveyed to the Corporation liable for any liabilities, claims, causes of action or suits except such as are set out in any agreement giving effect thereto or other document in writing executed by the Corporation as being binding on the Corporation;

(g) all contracts entered into by the Salvation Army with respect to the Grace Hospital as are intended to be acquired or assumed by the Corporation enure to the benefit of and are binding upon the Corporation as if it were a party thereto; and

(h) all bequests, gifts, donations, legacies, trusts and endowments to the Grace Hospital or the Salvation Army on behalf of the Grace Hospital, unless otherwise provided in any agreement with respect thereto, without any further action, enure to the benefit of the Corporation to be used by the Corporation in accordance with the terms thereof.

16 (1) In this Section and in Section 17, "employee at a predecessor hospital" means a person employed by

(a) the Killam Hospital; or

(b) the Salvation Army at the Grace Hospital,

immediately before this Act comes into force.

(2) On the coming into force of this Act,

(a) every employee at a predecessor hospital becomes an employee of the Corporation; and

(b) every employee of the Corporation who was an employee at a predecessor hospital immediately before the coming into force of this Act is employed by the Corporation on the same terms and conditions as to salary and benefits as those under which the employee was an employee at a predecessor hospital and until changed by collective agreement or contract of employment.

(3) In clause (2)(b), "benefits" means benefits contained in a collective agreement or contract of employment.

17 (1) The right of an employee of a predecessor hospital to employment with the Corporation in a bargaining unit position is not affected by whether that employee was previously employed pursuant to a collective agreement.

(2) Where the Labour Relations Board determines that any employees of the Corporation who were not previously included in a bargaining unit of a predecessor hospital are to be included in a bargaining unit of the Corporation, including those employees who were previously employees within the meaning of subsection 2(2) of the Trade Union Act, those employees are deemed to have seniority credits equal to the employment service they had or were credited with as employees of the predecessor hospital.

18 (1) The Public Sector Compensation (1994-97) Act applies to the Corporation and members and employees of the Corporation except that, notwithstanding subsection 3(4) of the Act,

(a) Section 23 of that Act does not apply;

(b) the Labour Relations Board may exercise all of its powers under the Trade Union Act, but the total cost of all compensation in respect of all employees to who the collective agreements changed apply and the pay rates, as defined by the Public Sector Compensation (1994-97) Act, are no more than permitted by that Act; and

(c) no change shall be made in a collective agreement without the approval of the Labour Relations Board in accordance with clause (b).

19 The Corporation is a successor employer for purposes of the Pension Benefits Act.

20 All actions of the directors or trustees appointed by the board of directors of the Killam Hospital and the Salvation Army with respect to the merged operations of the Killam Hospital and the Grace Hospital and of persons appointed as directors, or otherwise authorized by them, are hereby ratified and confirmed.

21 Clause 2(b) of Chapter 205 of the Revised Statutes, 1989, the Hospital Education Assistance Act, is amended by striking out "Izaak Walton Killam Hospital for Children" and substituting "Izaak Walton Killam - Grace Health Centre for Children, Women and Families".

22 Chapter 130 of the Acts of 1910, the Izaak Walton Killam Hospital for Children Act, is repealed.

23 This Act comes into force on such day as the Governor in Council orders and declares by proclamation.



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