Board of Health Meeting Documents

1. Call to Order
2. Agenda Approval
3. Announcement of Conflict of Interest
4. Medical Officer of Health Update (Dr. S. Nesathurai)
5. Approval of Minutes
   1. Regular Board Meeting:  October 20, 2022
6. Business Arising
   1. Board of Health By-Laws and Policies – For approval
      1. Public Attendance and Delegations at Board of Health Meeting
      2. Delegation of Duties
      3. Performance of MOH and CEO
      4. By-Law No. 1 – Governance
      5. By-Law No. 2 – Finance
      6. By-Law No. 3 – Human Resources
      7. By-Law No. 4 – Management of Real Property
7. Consent Agenda
   1. INFORMATION REPORTS
      1. Q3 Report (L. Gregg)
      2. Windsor-Essex County Living Wage Program (E. Nadalin)
      3. Communications Report (October 2022) (E. Nadalin)
   2. CORRESPONDENCE - None
8. RESOLUTIONS/RECOMMENDATION REPORTS - None
9. New Business - None
10. Committee of the Whole (Closed Session in accordance with Section 239 of the Municipal Act) 
11. Next Meeting: At the Call of the Chair, Via Video
12. Adjournment

1. Call to Order

   Board Chair, G. McNamara, called the Regular meeting to order at 3:34 p.m. 

2. Agenda Approval
   Motion: That the agenda be approved.
   CARRIED
3. Announcement of Conflict of interest – None
4. Topical Update (Dr. S. Nesathurai)

   Cancer
   Dr. Nesathurai shared his thoughts on cancer, noting that every family and every community has been touched somehow by this disease.  In individuals in their 50’s, 60’s and 70’s, approximately 30% pass away from some sort of cancer, the most common being lung, colon, pancreatic and prostate.  There are approximately 1,200 deaths in Windsor-Essex each year, smoking being the leading cause of illness.  The WECHU has smoking cessation classes available with an average of 40-50 individuals in each class.  Currently, 1 in 5 people in Windsor-Essex smoke. 

   Cervical Cancer
   One tool that we have in medicine and at the health unit is vaccination.  We have been advocating the Human Papillomavirus (HPV) vaccine for youth, which prevents certain types of cancer and can ultimately save lives.  Screening for cervical cancer is typically every 3 years.

   Breast Cancer
   The most important tool for early detection of Breast Cancer is screening, and our goal as public health leaders is to focus on prevention. 

   Lifestyle can also play a role in our health and we all have the responsibility to take care of ourselves through regular physical checkups, screening and vaccinations. 

   Motion: That the information be received.
   CARRIED

5. Approval of Minutes
   1. Regular Board Meeting:  October 20, 2022
      Motion: That the minutes be approved. 
      CARRIED

      K. Blanchette mentioned that commencing January 2023, Board of Health meetings will likely be held in-person. This is particularly important with new Board members.  

      Motion: That commencing January 2023, Board of Health meetings will be held in person. 
      CARRIED

6. Business Arising

   1. Board of Health By-Laws and Policies (For Approval) (L. Gregg)
      The following Board of Health By-laws and Policies presented today to the Board of Health are for final approval. 

      1. Public Attendance and Delegations at Board of Health Meetings
         Brought to the November Board of Health meeting for final approval. 

      2. Delegation of Duties
         Brought to the November Board of Health meeting for final approval.
      3. Performance of Medical Officer of Health and Chief Executive Officer
         Brought to the November Board of Health meeting for final approval.
      4. By-Law No. 1 – Governance
         Brought to the November Board of Health meeting for final approval.
      5. By-Law No. 2 – Finance
         Brought to the November Board of Health meeting for final approval.
      6. By-Law No. 3 – Human Resources
         Brought to the November Board of Health meeting for final approval.
      7. By-Law No. 4 – Management of Real Property
         Brought to the November Board of Health meeting for final approval.

         J. Lund asked if these By-laws were prepared under the Ontario Non-Profit Corporations Act. L. Gregg will confirm with legal that these requirements were satisfied.

         L. Gregg noted that our previous By-laws contained various legislation and policies imbedded into them.  These policies were extracted and brought forward. We found our By-law to be somewhat onerous and modeled our updated By-laws after other Ontario health units, and feel they are much more succinct. 

         G. McNamara believes a yearly review of the By-laws is a good opportunity to keep up to date with current legislation and that these four By-laws should be part of our strategic outlook going forward.  L. Gregg noted we will be striking a Governance Committee as previously discussed. G. McNamara noted that this is particularly important with a new contingent of board members to understand the duties and role of Board of Health member and moves to add an Audit and By-Law Committee to the Windsor-Essex County Board of Health list of Board committees.  The Board of Health will revisit Board Committees in the new year. 

         Motion: That the By-laws and Policies 6.1.1 to 6.1.7 presented to the Board be approved, and that Board Committees be revisited in the new year.

         CARRIED

7. Consent Agenda
   1. INFORMATION REPORTS

      1. Q3 Report (L. Gregg)
         L. Gregg advised that the Q3 Report was submitted to the Ministry on October 31, 2022, and provided a brief update on Mandatory Program Funding, COVID-19 General Funding and One-Time Funding requests.  This report has been brought to the Board for information.

      2. Windsor-Essex County Living Wage Program (E. Nadalin) 
         E. Nadalin said that the Living Wage Program aims to provide what a Living Wage is and encourages local employers to become Living Wage certified.  The health unit took over this program in 2017, and we have partnered with the Living Wage network to advance this program using provincial channels.  Living Wage in Windsor-Essex is $18.15, and the current Minimum Wage is $15.50. This report has been brought to the Board for information.

      3. Communications Report (October 2022) (E. Nadalin)
         E. Nadalin noted a recent joint media release with WECHU and a number of local partners encouraging people to stay up to date with vaccinations.  This is particularly important with hospitals operating over capacity.  This report has been brought to the Board for information.

         Motion: That the information be received.  
         CARRIED

   2. CORRESPONDENCE - None
8. Resolutions/Recommendation Reports - None

9. New Business - None

10. ​​​Committee of the Whole (CLOSED SESSION, in accordance with Section 239 of the Municipal Act)

    The Board moved into Committee of the Whole at 4:31 pm
    The Board moved out of Committee of the Whole at 5:05 pm

11. Next Meeting: At the Call of the Chair
12. Adjournment

    Chair, G. McNamara, wanted to take the opportunity on behalf of the Board to thank Rino Bortolin and Aldo DiCarlo for their role on the Board of Health.  He thanked R. Bortolin for his support and his work with the Consumption and Treatment Services Site, and improvements to the downtown core was done with professionalism.  His work with the Board has been exemplary.  

    R. Bortolin reiterated the work he has been able to do with the health unit, and how COVID changed the face of public health in this region.  Prior to COVID, many members of the public did not know the role of public health in their communities.  Health unit staff lead us through the pandemic and made us proud to be a part of this organization.  

    Chair, G. McNamara, thanked Aldo DiCarlo for stepping in as a Board of Health member and thanked him for his support, advice and professionalism and becoming a part of the organization when it was needed. 

    A. DiCarlo mentioned the continued hard work by health unit staff, and how important public health is in the community.  It took a pandemic to demonstrate that.  A. DiCarlo said it has been a privilege to serve on the Board of Health.

    K. Blanchette thanked the Board for their work with public health over the last 4 years, and hopes to see many return for another term. 

    Motion:  That the meeting be adjourned. 
    CARRIED
    The meeting adjourned at 5:10 pm.

RECORDING SECRETARY: L. Damphouse

1. Call to Order
2. Agenda Approval
3. Announcement of Conflict of Interest
4. COVID-19 Update (Dr. S. Nesathurai)
5. Approval of Minutes
   1. Regular Board Meeting:  September 15, 2022
6. Business Arising
   1. Board of Health By-Laws and Policies – 2nd Reading
      1. Public Attendance and Delegations at Board of Health Meeting

      2. Delegation of Duties

      3. Performance of MOH and CEO

      4. By-Law No. 1 – Governance

      5. By-Law No. 2 – Finance

      6. By-Law No. 3 – Human Resources

      7. By-Law No. 4 – Management of Real Property

   2. Clarification on Direction to Administration
7. Consent Agenda
   1. INFORMATION REPORTS
      1. ISPA Enforcement (K. McBeth)

      2. Nutritious Food Basket (E. Nadalin)

      3. Q3 Renewal Priority Reporting (K. McBeth)

      4. Communications Report (September 2022) (E. Nadalin)

   2. CORRESPONDENCE - None
8. RESOLUTIONS/RECOMMENDATION REPORTS
   1. CEO Transition (G. McNamara/D. Sibley)
   2. Healthy Smiles Ontario Program and Translation Supports (E. Nadalin)
   3. Risk Management - Presentation (K. McBeth/M. Frey)
9. New Business
   1. CEO Quarterly Report (July-September 2022)
   2. Board of Health Meeting Locations – 2023 (L. Gregg)
   3. Board of Health Education/Engagement
   4. Q3 Renewal Priority Reporting – Presentation (M. Frey)
   5. November and December 2022 Board Meetings
10. Committee of the Whole (Closed Session in accordance with Section 239 of the Municipal Act) 
11. Next Meeting: At the Call of the Chair, or November 17, 2022 – Via Video

12. Adjournment

1. Call to Order

   Board Chair, G. McNamara, called the Regular meeting to order at 4:01 p.m. The Chair welcomed new WECHU CEO, Dr. Ken Blanchette, to the team and the Board wished him well in his new role.

2. Agenda Approval
   Motion: That the agenda be approved.
   CARRIED
3. Announcement of Conflict of interest – None
4. Topical Update (Dr. S. Nesathurai)

   Dr. Nesathurai respectfully addressed the Board noting that COVID cases are increasing in our region.  Approximately 40% of our Long-Term Care Homes (LTCH) are in outbreak and hospitals are saturated with capacity rates over 100%.   Our Ambulatory services have experienced Code Black status, and influenza and respiratory diseases are on the rise.  Care of the overall community is a priority for public health and public health messaging around masking, staying home when you are sick and ensuring that vaccinations are up to date continues.  Flu shots are available at most pharmacies and primary care givers, and those who are eligible should ensure that they are protected.  COVID-19 and influenza vaccines can also be co-administered.

   G. McNamara noted that Code Black status in ambulatory services have increased 300% since September 2022, and there needs to be a solution to reduce the impacts on our emergency system. Offloading EMS patients and over capacity at hospitals is contributing to the situation.  The Ministry is aware of the issue and it is not unique to Windsor-Essex, but has become a problem across the province.  There are any individuals with multi-symptom diseases who may not have access to primary care physicians and are seeking treatment at emergency rooms.

   Part of the messaging to the community is to self-protect and communication is timely around instilling various public health measures.  Dr. Nesathurai noted the lack of ambulatory services as catastrophic and asked that all Board members speak publically to this.

   Motion: That the information be received.
   CARRIED

5. Approval of Minutes
   1. Regular Board Meeting:  September 15, 2022
      Motion: That the minutes be approved. 
      CARRIED
6. Business Arising

   1. Board of Health By-Laws and Policies (Second Reading) (L. Gregg)
      The By-laws presented to the Board of Health today are for second reading.  A question arose at the September 15, 2022 Board of Health meeting on implementing a Policy Governance Committee.  It was suggested by K. Blanchette that a Recommendation for a policy committee be brought forward after the municipal elections.
      Motion: That the information be received.
      CARRIED

      1. Public Attendance and Delegations at Board of Health Meetings
         To be brought to the November Board of Health meeting for final approval. 

      2. Delegation of Duties
         To be brought to the November Board of Health meeting for final approval.
      3. Performance of Medical Officer of Health and Chief Executive Officer
         To be brought to the November Board of Health meeting for final approval.
      4. By-Law No. 1 – Governance
         To be brought to the November Board of Health meeting for final approval.
      5. By-Law No. 2 – Finance
         To be brought to the November Board of Health meeting for final approval.
      6. By-Law No. 3 – Human Resources
         To be brought to the November Board of Health meeting for final approval.
      7. By-Law No. 4 – Management of Real Property
         To be brought to the November Board of Health meeting for final approval.
         Motion: That the information be received. 
         CARRIED
7. Consent Agenda
   1. INFORMATION REPORTS

      1. ISPA Enforcement (K. McBeth)
         K. McBeth advised that the suspension deadline for immunization has expired and the number of students on the suspension list is under 50.  Many are on this list because they were difficult to contact, and there are less than 15 students who are non-compliant. G. McNamara asked how we fair in comparison to other jurisdictions, and K. McBeth noted that Public Health Ontario is working on an updated report and once statistics are up to date we will bring this back to the Board in the form of an information report.  This report will be brought to the Board for information.

      2. Nutritious Food Basked (E. Nadalin)
         E. Nadalin said that the estimated costs of healthy eating is in the range of $241.66 per week.  When looking at most vulnerable populations, this most certainly impacts overall income.  Additional helpful information to healthy eating tips is posted on our WECHU website under Real Cost of Eating Well in Windsor-Essex.  This report will be brought to the Board for information.

      3. Q3 Renewal Priority Reporting (K. McBeth)
         More information was provided in the form of a presentation by Marc Frey, WECHU Manager, Planning and Strategic Initiatives, in agenda item 9.4.  This report will be brought to the Board for information.

      4. Communications Report (September 2022) (E. Nadalin)
         This report will be brought to the Board for information.
         Motion: That the information be received.  
         CARRIED
   2. CORRESPONDENCE - None
8. Resolutions/Recommendation Reports

   1. CEO Transition (D. Sibley)
      D. Sibley advised that WECHU CEO, Dr. Ken Blanchette, has started in his new role effective Monday, October 17, 2022, as opposed to November 28, 2022.  G. McNamara thanked the hiring committee for their work on the CEO recruitment process. 

      Motion: That the information be received.
      CARRIED

   2. Healthy Smiles Ontario Program and Translation Supports (E. Nadalin)
      The Healthy Smiles Ontario (HSO) program is a publically-funded dental care program for children and youth (17 years old and under) which provides free preventive, routine, and emergency dental services to those who can not otherwise afford it. The Healthy Smiles Ontario Schedule of Dental Services and Fees for Dentist Providers (HSO Fee Guide) is an administrative tool distributed to dentists, so that they can provide services to clients in the HSO program and bill for these services. 

      Although limited English language skills have been identified as a key barrier to preventive dental health care utilization, language interpretation and translation services are not included in the HSO Fee Guide. Almost a quarter (22%) of Windsor and Essex County’s population is comprised of immigrants or refugees (‘newcomers”) (Statistics Canada, 2016), with 14% of residents most often speaking a language outside of English at home (Statistics Canada, 2021).  

      Motion: That the WECHU Board of Health recommend the province of Ontario include billing options for translation and interpretation services in the Health Smiles Ontario Fee Guide, and remote interpretation services, accessible 24/7 from a phone, mobile device, or computer should be considered as a useful and affordable option. 
      CARRIED

   3. Risk Registry Update and Presentation (K. McBeth/M. Frey)
      K. McBeth introduced M. Frey who provided a Risk Management Reporting Summary presentation to the Board noting highest risks, the potential impacts and our mitigation approaches.  The Ministry requires that we report our highest risks in Q3 Reporting.  Currently we have seven areas of risk, many of them impacted by COVID-19 response. 

      Reported risks are as follows: 
      •    Staff Engagement – risk of disengagement in work function
      •    Work Disruption – operations may be at risk during extended work stoppage or absenteeism
      •    Succession Planning – that the organization is unable to attract, retain proper human resources for succession planning 
      •    Information – risk due to incomplete or inadequate information to make evidence-based decisions or plan programs and services
      •    System Outages – risk of system outages impacting productivity or business continuity
      •    Work – staff risk as their health and safety (physical and mental) may be compromised when working in the community
      •    Privacy Requirements – risk or non-compliance to privacy requirements

      We continue to update and monitor these risks, act on mitigation strategies and will develop key risk indicators to keep our approaches on track. 

      Motion: That the information be accepted as presented.
      CARRIED

9. New Business

   1. CEO Quarterly Report – July to September 2022 (K. Blanchette)
      K. Blanchette advised that former Interim CEO, Eleanor Groh, has signed off on the CEO Quarterly Report from July to September 2022, and has nothing further to add.

      Motion: That the information be received
      CARRIED

   2. Board of Health Meeting Locations (L. Gregg)
      We are planning to hold our Board of Health meetings in-person commencing January 2023, on the third Thursday of each month.  Arrangements have been made to hold our Board of Health meetings at the University of Windsor at Alumni Hall in the McPherson Lounge, with the exception of Thursday, June 15, 2023 and Thursday, June 19, 2023, as our meeting have been scheduled at the Essex Civic Centre. Once municipal elections are held and our Board compliment is complete, calendar invites with appropriate details will be sent to Board of Health members. 

      With municipal elections taking place on Monday, October 24, it was suggested that our November Board of Health meeting be rescheduled to one week earlier on Thursday, November 10, 2022 to ensure we obtain quorum. T. Bailey noted that there is an ERCA Board meeting that same evening and it was suggested that the November 10 meeting commence to 3:30 pm to avoid any scheduling conflicts.  A Doodle Poll will be sent after today’s Board meeting requesting Board availability on November 10, 2022.  

      Delegation of Authority was briefly discussed.  K. Blanchette will bring forward more information at the November Joint Board Extension Committee Meeting.

      Motion: That the dates and locations of 2023 Board of Health meetings presented be accepted by the Board. 
      CARRIED

   3. Board of Health Education/Engagement 
      More information will be forthcoming after the municipal election on the Board education and orientation piece.  The WECHU Leadership Team will focus on key elements the Board requires and enhance this piece throughout the 2023 year.

      Motion: That the information be received.
      CARRIED

   4. Q3 Renewal Priority Reporting – Presentation (K. McBeth/M. Frey)
      M. Frey walked through a presentation and provided WECHU’s Short-Term Renewal Priorities. Plans have been implemented to the end of 2022, as well as fulsome planning for 2023 and beyond.  We identified the need to put in place a short-term plan with a focus on renewal from the impacts of COVID-19.  We have identified the following key areas of focus: 
      •    Health Assessment and Surveillance
      •    Addressing Backlog of Services
      •    Mental Health and Substance Use
      •    Healthy Growth and Development
      •    Capacity Building
      •    COVID 19

      M. Frey provided a very high level overview of progress to date, and will bring forward more information when it is available. 

      Motion: That the plan be accepted as presented. 
      CARRIED

   5. November and December 2022 Board Meetings
      Board of Health meetings were discussed above in item 9.3.

10. Committee of the Whole (CLOSED SESSION, in accordance with Section 239 of the Municipal Act)
    The Board moved into Committee of the Whole at 5:08 pm
    The Board moved out of Committee of the Whole at 5:30 pm
11. Next Meeting: At the Call of the Chair, Thursday, November 10, 2022 – Via Video
12. Adjournment
    Motion:  That the meeting be adjourned.   
    CARRIED
    The meeting adjourned at 5:30 pm.

RECORDING SECRETARY: L. Damphouse

1. Call to Order
2. Agenda Approval
3. Announcement of Conflict of Interest
4. COVID-19 Update (Dr. S. Nesathurai)
5. Approval of Minutes
   1. Regular Board Meeting:  August 11, 2022
6. Business Arising
   1. Charitable Status (L. Gregg)
   2. Board of Health By-Laws and Policies (N. Dupuis)
      1. Public Attendance and Delegations at Board of Health Meetings
      2. Delegation of Duties
      3. Performance of MOH and CEO
      4. By-Law No. 1 – Governance
      5. By-Law No. 2 – Finance
      6. By-Law No. 3 – Human Resources
      7. By-Law No. 4 – Management of Real Property
7. Consent Agenda
   1. INFORMATION REPORTS
      1. Q2 Financial Report (L. Gregg)
      2. WECHU Strategic Plan – 2022-2025 (N. Dupuis)
      3. 2022 Board of Health Competency Self-Assessment Report (N. Dupuis)
      4. Windsor-Essex Health Status Indicator (WE-HSI) Dashboard (N. Dupuis)

      5. Communications Report (June-August, 2022)

   2. CORRESPONDENCE
      1. Chatham-Kent Public Health – Letter to Hon. Doug Ford, Premier of Ontario – Support for alPHa Resolution A22-4 and Appendix A – that the drug poisoning crisis in Ontario be declared an emergency under the Emergency Management and Civil Protection Act, (RSO 1990) – For Support

      2. Sudbury & Districts Public Health – Letter to Ministry of Children, Community and Social Services – Healthy Babies Healthy Children Funding – For Support

      3. Niagara Board of Health – Letter to Hon. Dominic LeBlanc, Minister of Intergovernmental Affairs, Infrastructure and Communities – Improving Air Quality to Sustainably to prevent COVID-19 – For Information
8. RESOLUTIONS/RECOMMENDATION REPORTS

   1. Renewed Strategic Plan (N. Dupuis)

   2. Signing Authority (L. Gregg)

9. New Business
   1. Bivalent Vaccine – Update (K. McBeth)
   2. Presentation – WE-HSI Dashboard (R. D'Souza)
   3. Presentation – Board of Health Competency Self-Assessment (M. Frey)
   4. Presentation – Strategic Plan (N. Dupuis)
10. Committee of the Whole (Closed Session in accordance with Section 239 of the Municipal Act) 
11. Next Meeting: At the Call of the Chair, or October 20, 2022 – Via Video

12. Adjournment

1. ARTICLE 1: INTERPRETATION
   1. Definitions and Acronyms.
      The terms and acronyms apply to this bylaw and all other by-laws of the Health Unit, unless the context otherwise requires:

       

      Term	Definition
      Agreement	means the accountability agreement between the Health Unit and the Ministry of Health of Ontario as dated __, and as amended or superseded from time to time, is an agreement pursuant to both HPPA section 76 [Grants] and subsection 81.2 [Agreements].
      AMOH	means Associate Medical Officer of Health as described in section 64 of the HPPA.
      Best Value	means approach that aims to deliver products and services with a lower Total Life Cycle Cost while maintaining a high standard.
      Board	means the board of health of the Windsor-Essex County Health Unit “the Health Unit”.
      By-law	means this by-law and all other by-laws of the Corporation from time to time in force and effect.
      CEO	means the Health Unit’s Chief Executive Officer as appointed by the board.
      Chair	means the individual elected as chairperson of the Board as per Section 57 (2) of the HPPA.
      Committee	means a committee of the Board, but does not include the Committee of the Whole.
      Council	means the Council of the City/County/Township.
      Delegation	means any member of the public who seeks to address the Board regarding an item of business on a Board meeting agenda.
      Employee	means an employee of the Health Unit.
      Health Unit	means The Board of Health for the Windsor-Essex County Health Unit/Conseil de santé de la circonscription sanitaire de Windsor-comté d’Essex
      HPPA	means the Health Protection and Promotion Act, R.S.O. 1990, (HPPA) and its regulations and amendments thereto.
      Leadership Team	means the CEO, MOH, AMOH, Directors and such other Health Unit senior administrative positions as from time to time designated by the CEO.
      Medical Officer of Health	means a Medical Officer of Health (“MOH”) of a Board of Health and the role as defined by the HPPA.
      Member	means a member of the Board.
      Ministry	means the Ministry of Health.
      MFIPPA	means Municipal Freedom of Information and Protections of Privacy Act, R.S.O. 1990, c.M.56.
      Officer	means an officer of the Board, which officers include the Chair, Vice-Chair, Secretary and Treasurer.
      OPHS	means Ontario Public Health Standards (current version) published by the Ministry of Health pursuant to HPPA section 7.
      Perquisite	means a privilege that is provided to an individual or to a group of individuals, provides personal benefit, and is not generally available to others.
      PHIPA	means Personal Health Information Protection Act, 2004, S.O. 2004, c.3, Sched. A.
      Policy	means the policies approved and adopted by the Board.
      Purchasing	means purchasing, renting, leasing, or otherwise acquiring deliverables; including all functions (that pertain to the acquisition, including requisition, budget confirmation, method of purchasing, receipt and payment).
      Purchasing Documents	means Health Unit documents used in connection with the administration of a Purchasing process.
      PO	means a standard Purchasing Document issued by the Health Unit to a Supplier to evidence an agreement for the purchase of Deliverables
      Quorum	means a majority of the members of the Board.
      Risk	means the expression of the likelihood and impact of an event with the potential to influence the achievement of the Health Unit’s mission and vision.
      Secretary	means the secretary of the Board.
      Supplier	means a person, corporation or other entity that responds, or intends to respond, to a solicitation issued by the Health Unit or provides Deliverables to the health Unit including, but not limited to, contractors, consultants, suppliers, service organizations, etc.
      Treasurer	means the treasurer of the Board.
      Vice-Chair	means the vice-chair of the Board.

   2. Interpretation
      In this By-law and all other By-laws of the Health Unit, unless the context otherwise requires:
      1. words importing the singular numbers shall include the plural number and vice versa;
      2. references to persons shall include individuals, firms, corporations or any other form of entity or organization;
      3. words importing one gender shall include all genders; and
      4. any reference to a statue shall mean the statute and includes the regulations made under it an any statute that may be substituted therefore, as from time to time amended.
2. ARTICLE 2: AMENDMENT
   1. Introduction. New by-laws or proposed amendments to existing by-laws shall be introduced by a Board Member upon motion for leave specifying the general nature of the new By-laws or proposed amendments. Notice of new by-laws or proposed amendments to existing by-laws shall be provided in advance to the Board at a previous meeting. The notice must state the proposed amendment and must be seconded.
   2. Readings. New by-laws or proposed amendments to existing By-laws shall:
      1. Body. In the case of the body of the By-laws, have two readings. Each reading shall be at a different Board meeting unless the Board decides by a two-thirds vote at a properly constituted Board meeting to provide the two readings at one meeting. The first reading shall be decided without amendment or debate.
      2. Schedules. In the case of the schedules to a By-law, have one reading and such reading shall be subject to amendment and debate.
   3. Endorsements. By-laws shall be endorsed as follows:
      1. the date of each reading shall be indicated and endorsed by the Secretary to evidence such readings; and
      2. the date of adoption shall be indicated and endorsed by the Chair or chair of the meeting at which the by-laws were adopted and the Secretary to evidence such adoption,
   4. Records. All by-laws adopted by the Board:
      1. shall be kept with the corporate records of the Health Unit; and
      2. shall be posted to the Health Units website.
   5. Review. All by-laws shall be reviewed at least every two years or more often if necessary to respond to changing circumstances.
3. ARTICLE 3: ROLE, DUTIES and RESPONSIBILITIES
   1. Role. The role of the Health Unit is to promote and protect public health and to ensure the provision of programs and services in accordance with the Health Protection and Promotion Act and other applicable laws.
   2. Duties and Responsibilities. Each Board Member shall:
      1. Ensure that he or she is familiar with the Health Unit including its programs and services;
      2. Prepare for Board meetings in advance by reviewing the agenda, any supporting materials;
      3. Attend Board meetings prepared to participate in the proceedings and when unable to attend review the minutes of missed meetings and take such other follow-up steps as may be appropriate;
      4. Act honestly, in good faith and in the best interests of the Health Unit.
      5. Only use information acquired as a Board Member for the purposes of fulfilling his or her duties as a Board Member;
      6. Keep confidential the confidential information of the Health Unit;
      7. Not make any improper use of his or her position as a Board Member;
      8. Develop and comply with Board bylaws.
4. ARTICLE 4: ACCOUNTABILITY​​​​
   1. Code of Ethical Conduct. Board members shall adopt and comply with a Code of Ethical Conduct. The Board shall review the Code of Ethical Conduct on an annual basis.
   2. Conflict of Interest. Board members shall comply with the Municipal Conflict of Interest Act and with any conflict of interest policy adopted by the Board.
   3. Strategic Plan. The Board shall develop and adopt a strategic plan for the health unit in accordance with the Ontario Public Health Standards that establishes the strategic priorities of the health unit and shall have a three to five year outlook.
   4. Risk Management. The Board shall ensure that a risk management framework is developed and maintained for the Health Unit that creates a systematic approach to identifying and managing existing, emerging, internal and external risks and the effect of such risks on the Health Unit’s ability to achieve its mission and vision through its strategic plan.
   5. Whistle Blowing Policy. The Health Unit will have in place a Whistle Blowing Policy which shall be reviewed on an annual basis by the Board and staff of the Health Unit.
   6. By-laws. The Board shall establish and maintain the By-laws of the Health Unit and policies therein.
   7. Monitoring. The Board shall monitor the Health Unit’s compliance with its governance policies.
5. ARTICLE 5: STRUCTURE OF THE BOARD
   1. Number. The Board shall be comprised of eight municipal appointees as required by the HPPA Regulation 559 and such additional appointees as may be appointed by the Lieutenant Governor in Council pursuant to the HPPA.
   2. Qualifications. No person whose services are employed by the Health Unit shall be qualified to be a Board Member.
   3. Competencies Matrix and Appointee Recommendations. If the appointing municipalities and/or the Lieutenant Governor in Council seek appointee recommendations, the Board shall develop a competencies matrix and make appointee recommendations based on the same. The Board shall update any such competencies matrix at least annually and otherwise when vacancies arise.
   4. Term. Board Members shall be appointed for terms as follows:
      1. Municipal Appointees. The term of a municipal appointee continues during the pleasure of the appointing municipal council, providing that it shall end with the term of office of the appointing municipal council.
      2. Appointees of the Lieutenant Governor in Council. The term of an appointee of the Lieutenant Governor in Council shall be for one, two or three years as appointed by the Lieutenant Governor in Council.
   5. Vacation of Office. The office of a Board Member shall be vacated:
      1. Municipal Appointees. In the case of municipal appointees for the same reasons that the seat of a member of council becomes vacant under section 259(1) of the Ontario Municipal Act, 2001.
      2. Death. Upon the death of the Board Member.
      3. No Longer Qualified. Upon a Board Member ceasing to be qualified pursuant the HPPA.
      4. Written Resignation. By the Board Member delivering notice of resignation in writing to the Secretary in which case, such resignation shall be effective at the next Board meeting or the time specified in the notice, whichever is later.
      5. Removal. Upon lawful removal.
   6. Filling of Vacancies. Vacancies on the Board shall be forthwith filled by the same person or body that appointed the Board Member whose position has been vacated.
6. ARTICLE 6: OFFICERS OF THE BOARD
   1. Officers of the Board. The Board shall at the first Board meeting of each year appoint Officers as follows: from among the Board Members, a Chair, a Vice-Chair, and a Treasurer. There shall also be a Secretary who shall ex officio be the CEO (or in the event there is no CEO, the MOH).
   2. Duties. The duties of the Officers of the Board shall be as set out in the By-laws and related Policies.
   3. Removal of Officers. Officers of the Board shall be subject to removal by resolution of the Board at any time.
7. ARTICLE 7: COMMITTEES OF THE BOARD
   1. Standing Committees. There may be such standing Committees for such purposes as the Board may determine from time to time.
   2. Ad Hoc Committees. There may be such ad hoc Committees for such purposes as the Board may determine from time to time.
   3. Committee Membership. Membership on Committees may, but need not, be restricted to Board Members.
   4. Terms of Reference. The Board shall establish terms of reference for every standing and ad hoc Committee that it appoints. Terms of Reference shall be reviewed at least once per year by the committee first and then approved by the Board.
8. ARTICLE 8: ORIENTATION AND TRAINING
   1. Individual Board Member Responsibility. Each Board Member shall be individually responsible to take advantage of available orientation, training opportunities and resources and to ensure that he or she has the appropriate level of orientation and training necessary to fulfil his or her duties as a Board Member.
   2. Plan. The orientation and training plans for Board Members shall be as per the Board Members’ Orientation and Training Plan Policies. The Board shall annually review and amend the plans as appropriate to ensure orientation and training is: in accordance with the requirements of the Organizational Standards; timely; relevant; reflects the orientation and training needs of both individual Board Members and the Board as a whole; convenient in both format and location; and cost effective.
   3. Implementation. The Chair shall ensure that the orientation and training plans for Board Members are implemented.
   4. Training. The CEO and MOH or designate will, as appropriate, arrange for additional orientation to particular aspects of the Health Unit’s operations for one or more members of the Board, or the entire Board and upon request.
9. ARTICLE 9: LIABILITY PROTECTION
   1. No Liability. No action or other proceeding for damages or otherwise shall be instituted against a Board Member and/or Officer for any act done in good faith in the execution or the intended execution of any duty or power under the HPPA or for any alleged neglect or default in the execution in good faith of any such duty or power.
   2. Indemnification. Every Board Member and/or Officer who has undertaken or is about to undertake any liability on behalf of the Health Unit and their heirs, executors and administrators, and estate and effects, respectively shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Health Unit, from and against:
      1. all costs, charges and expenses whatsoever which such Board Member sustains or incurs in or about any action, suit or proceeding which is brought, commenced, or prosecuted against her or him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by her or him in or about the execution of the duties of her or his office or in respect of any such liabilities; and
      2. all other costs, charges and expenses which she or he sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expenses as are occasioned by her or his own willful neglect or default or that relate to her or his failure to act honestly and in good faith in performing her or his duties.
   3. Insurance. The Health Unit shall secure directors’ and officers’ insurance coverage that is consistent with sector norms for like organizations.
10. ARTICLE 10: CALLING AND PROCEEDINGS OF MEETINGS
    1. Application. The provisions in the bylaws shall apply to the calling and proceedings of Board meetings and subject to any applicable terms of reference and with the necessary modifications to committee meetings, where at least fifty per cent of the committee composition is comprised of Board Members.
    2. Place. Board meetings shall be held at the Health Units offices or another location as agreed upon and determined by the board.
       A meeting of the Board may also be conducted by teleconference, videoconference or other means of distance communication, provided that the requirements of the Municipal Act, 2001 and amendments are complied with.
    3. Frequency. The Board shall meet with sufficient frequency to fulfil its governance responsibility, provided that it shall meet not less than six times in any twelve month period.
    4. Calling.
       1. Regular. The Board may appoint a day, time and place (or places changing on a periodic basis) for regular meetings.
       2. Special. Board meetings may otherwise be called by the Chair or any three Board Members.
    5. Meeting Agenda. Agendas for all Board meetings shall be subject to and in accordance with the following:
       1. Regular. Agendas for regular Board meetings shall be prepared by the Secretary or designate in collaboration with the Board Executive. The agenda and any supporting materials shall be given to Board Members by secure electronic folder at least seven Business Days in advance of the meeting. Further the agenda and supporting materials in respect of those items on the agenda for the open portion of the meeting, shall be posted on the Health Unit’s Website also at least seven Business Days in advance of the meeting.
       2. Special. Agendas for special Board meetings shall be prepared by the Secretary in collaboration with the individuals calling the meeting. In the case of special Board meetings, the agenda and any supporting materials shall be given to Board Members along with the notice of meeting. Further for special meetings the agenda shall be posted on the Health Unit’s Website when notice is given and in respect of those items on the agenda for the open portion of the meeting the supporting materials shall also be posted on the Health Unit’s Website when notice is given.
    6. Notice. Notice for Board meetings shall be subject to and in accordance with the following:
       1. For Regular Meetings Only. Notice of regular Board meetings shall be given or caused to be given by the Secretary by posting the regular appointed day, time and place(s) on the Health Unit Website and in a conspicuous place in the Health Unit’s reception area.
       2. For Special Meetings Only. Notice of special meetings shall be in accordance with the following:
          1. Responsibility. The Secretary shall give or cause to be given the required notice of special Board meetings.
          2. Amount of Notice. At least seven days’ notice of special Board meetings shall be given (exclusive of the day on which the notice is sent or delivered but inclusive of the day on which notice is given), provided that in the event circumstances arise needing the attention of the Board on a basis that makes it impossible to provide seven days’ notice then the greatest amount of notice practical in the circumstances shall suffice.
          3. Content and Format. Notice of special Board meetings shall include the date, time and place of the meeting.
          4. To Whom Given and Method. Notice of special Board meetings (whether open or closed) shall be given to:
             1. each Board Member by e-mail, failing which by personal delivery to the Board Member’s residence;
             2. each member of the Senior Leadership Team by e-mail, failing which by personal delivery to the Senior Leadership Team member’s residence; and
             3. the public by posting on the Health Unit Website and in a conspicuous place in the Health Unit’s reception.
    7. Anticipated Absence of Board Members. Board Members shall notify the Secretary as early as possible if they anticipate being unable to attend any Board meeting.
    8. Cancellation. Board meetings may be cancelled as follows:
       1. Regular. The Chair shall have the authority to cancel any regular Board meeting if it appears that quorum will not be met.
       2. Special. The Board Members who called a special Board meeting shall have the authority to cancel it, for any or no reason.
          Notice of cancellation shall be given in the same way as notice of meeting.
    9. Attendance and Participation.
       1. Board Members. Board members shall be entitled to attend all Board Meetings. Board members are entitled to participate by being heard (verbally or in writing), debating and voting.
       2. Senior Leadership Team. Members of the senior leadership team inclusive of the MOH and CEO shall be entitled to attend all Board meetings unless the Board requires withdrawal, in accordance with the HPPA. The Senior Leadership Team shall not be entitled to participate in Board meetings by voting or debating but shall be entitled to participate by being heard (verbally or in writing) if recognized by the Chair.
       3. Invited Guests. Invited guests shall be entitled to attend all Board meetings on invitation of the Board or with the consent of the meeting. Invited guests shall not be entitled to participate in Board meetings by voting or debating but shall be entitled to participate by being heard (verbally or in writing) if recognized by the Chair.
       4. Participation by Teleconference or Electronic Means. Attendance of Board members, Senior Leadership or invited guests may be in person or by teleconference or electronic means. Any attendance by teleconference, video conference or other means of distance communication shall:
          1. ensure they are alone in a secure location;
          2. refrain from using any electronic device other than the device used to connect to the meeting.
    10. Chair. The Chair shall chair Board meetings or if the Chair is absent, unable or unwilling, the Vice-Chair, or if both the Chair and Vice-Chair are absent, the Treasurer. If the Chair, Vice-Chair and Treasurer are absent, unable or unwilling to attend and/or Chair the meeting, Board Members present shall choose another Board Member to act as chair. The Chair shall preside over the conduct of the meeting, including the preservation of order and decorum, ruling on points of order and deciding all questions relating to the orderly procedure of the meeting, subject to an appeal by any Board Member to the Board from any ruling of the Chair.
    11. Order of Business. The Secretary will prepare the agenda for the regular Board of Health meetings in the following order:
        1. Call to Order
        2. Approval of the Agenda
        3. Declarations of Conflicts of Interest
        4. MOH Updates
        5. Approval of Minutes
        6. Business Arising
        7. Information Reports
        8. Resolutions/Recommendation Reports
        9. New Business
        10. Correspondence
        11. Next meeting
        12. Adjournment
            For all other meetings of the Board the secretary will prepare the agenda in the following order:
        13. Call to Order
        14. Declaration of Conflicts of Interest
        15. Approval of Agenda
        16. Approval of the Minutes
        17. Business Arising
        18. New Business
        19. Next meeting
        20. Adjournment
    12. Public Attendance and Delegations.
        In accordance with Board of Health policy, any member of the public may attend the regular meetings of the Board of Health, provided that the Board may, by resolution, declare any part of a regular meeting of the Board of Health to be closed to the public, in accordance with section 239(1) of the Municipal Act, 2001.
    13. Transaction of Business.
        1. Quorum. A majority of the Board shall form a quorum for the transaction of business by the Board. For greater clarity the following Board Members shall be counted in quorum:
           1. Chair.
           2. Any Board Member attending in person, by teleconference or electronic means.
           3. Any Board Member who has disclosed a direct or indirect pecuniary interest pursuant to the Municipal Conflict of Interest, unless prohibited by that Act.
           4. Any Board Member who has declared a conflict of interest or inability to exercise independent judgment at common law.
        2. Absence of Quorum. No business shall be transacted in the absence of quorum. If there is no quorum within thirty minutes after the time appointed for the meeting, the meeting shall then adjourn until the next regular meeting.
        3. Debate and Decorum.
           1. No Board Member shall speak:
              1. Unless recognized by the Chair.
              2. To a question at any one time for longer than five minutes.
              3. If to do so would interrupt a Board Member who is speaking except to raise a question of privilege or point of order.
           2. Board Members shall obey the rules of order and any direction of the Chair or of the Board.
           3. Board Members shall not criticize any decision of the meeting except for the purpose of moving that the question be reconsidered.
           4. Board Members shall not leave their seat or make any noise or disturbance while a vote is being taken and until the result is declared.
           5. Board Members shall conduct themselves with decorum.
        4. Voting.
           1. Every Board Member present at a meeting shall vote unless the Board Member has disclosed a direct or indirect pecuniary interest pursuant to the Ontario Municipal Conflict of Interest Act or has declared a conflict of interest or inability to exercise independent judgment at common law.
           2. Each Board Member shall be entitled to one vote. For greater clarity the Chair shall have a vote but shall not have a second or casting vote.
           3. Questions arising at any Board meeting shall be decided by a majority of votes, unless otherwise required by these By-laws or by law. For greater clarity, a tie vote shall be lost. In the event that a Board Member who is required to vote fails to vote, such Board Member shall be deemed to have voted in the negative.
           4. Voting shall in the first instance be by a show of hands unless a recorded vote be demanded by any Board Member. If a recorded vote be demanded and not withdrawn, the recorded vote shall be taken in such manner as the Chair shall direct.
           5. If a Board Member disagrees with the declaration of the Chair as to the result of a vote, the Board Member may immediately object and require that the vote be retaken.
           6. A declaration by the Chair that a resolution has been carried or not carried and an entry to that effect in the minutes of the meeting shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution.
           7. Reconsideration of a Matter. After a question has been decided, any Board Member may move for reconsideration at any time and such motion and any subsequent reconsideration shall be decided by ordinary resolution, unless the question was originally decided by recorded vote. If the question was originally decided by recorded vote then only a Board Member who voted in favour of the question can move for reconsideration and no discussion of the question shall be allowed until the motion for reconsideration has carried by a two-thirds vote, and no such matter shall be reconsidered more than once in the same six-month period.
    14. Minutes. The Secretary shall keep or cause to be kept minutes of all Board meetings (regular and special, open and closed) subject to and in accordance the Municipal Act, 2001. Minutes shall include every declaration of interest.
    15. General Rules of Conduct. All persons present at and/or participating in Board meetings, including Board Members, shall conduct themselves with decorum and shall refrain from disturbing the proper conduct of the proceedings or otherwise conducting themselves in a disorderly or unseemly manner.
    16. Discipline. Any person present at and/or participating in a Board Meeting who breaches any provision of these By-laws may be ordered by the Chair to leave the meeting and if such person refuses to do so, the Chair may seek the assistance of the police.
    17. Recording of Meetings. Regular meetings of the Board of Health will be recorded electronically and posted to the Health Unit website for the public. Other meetings of the Board may be recorded for the purposes of accuracy and completeness of minutes. Recordings for the purposes of minute taking only will be deleted once the meeting minutes are approved.
    18. Attendance Tracking. The Secretary or the Secretary’s designate shall track individual attendance at Board and Committee meetings on an ongoing basis. Results of attendance tracking will be provided as per the Board Performance Management Policy.
11. ARTICLE 11: EXTERNAL ADVISORS
    1. Board. If the Board resolves from time to time that it is necessary and/or appropriate to obtain the advice of external advisors in order to discharge its responsibilities, the Health Unit shall engage such advisors at the Health Unit’s expense.
    2. Committees. If, in the opinion of a Committee, it is necessary and/or appropriate from time to time to obtain the advice of external advisors in order to discharge its responsibilities, the Committee shall seek a resolution of the Board in that regard, and if the Board so resolves, the Health Unit shall engage such advisors at the Health Unit’s expense.
    3. Board Members. Subject to any indemnity obligations owed by the Health Unit to individual Board Members, individual Board Members may at their own discretion obtain the advice of external advisors subject to and in accordance with the following:
       1. The Health Unit shall not engage such advisors. The subject individual Board Member must engage any such advisors on his or her own behalf.
       2. Any associated expenses shall not be allowable expenses in connection with which the subject Board Member can seek direct payment by the Health Unit or claim for reimbursement.
       3. The individual Board Member shall ensure that any such advisors are bound to maintain confidentiality and shall not use any information provided, for any purpose other than providing advice to the subject Board Member.
12. ARTICLE 12: INTERNAL CONFLICT MANAGEMENT
    1. When Conflict Arises. When conflict arises those involved shall seek to manage it informally through direct discussion, failing which the Chair, or if the Chair is involved in the conflict, a designated member of the Executive, or if the Executive is involved in the conflict, another Board Member selected by the Board; or if the entire Board is involved in the conflict a neutral facilitator selected by the Board, shall, in consultation with those involved in the conflict, select and implement a conflict management process appropriate to the nature and level of the subject conflict.
13. ARTICLE 13: COMPLIANCE
    1. Compliance. Management of all operations by the CEO and MOH where applicable, shall, unless the Board approves otherwise, be undertaken in material compliance with the following:
       1. all laws, regulations, orders, judgments and decrees;
       2. the By-laws;
       3. all other Board resolutions; and
       4. all contractual obligations and commitments of the Health Unit.
    2. Notice of Non-compliance. Notice to the Board of any material non-compliance shall be provided by the MOH, if the non-compliance is in relation to the delivery of public health programs or services and otherwise by the CEO and shall additionally be reported by the CEO in the CEO Quarterly Compliance Report.
14. ARTICLE 14: OPERATIONAL PLAN
    1. ​​​​​​​Development. The CEO and MOH shall develop and implement an operational plan that will be presented and approved annually by the Board. Inclusive in the operational plan, is the development of underlying programs and processes.
    2. Policies and Procedures. The CEO shall ensure the development of policies and procedures over:
       1. Health and Safety;
       2. Human Resource Management;
       3. Information systems and records management;
       4. Communications.
15. ARTICLE 15: RESEARCH
    1. ​​​​​​​The Board of Health shall ensure that appropriate policies are in place with regard to research/evaluation activities, so that such research follows applicable legislative requirements, standards and codes of ethics, and does not interfere with the attainment of the Health Unit’s goals and objectives.
16. ARTICLE 16: EXECUTION OF DOCUMENTS
    1. ​​​​​​​The Board may at any time and from time to time direct the manner in which and the person or persons who may sign on behalf of the Board for a particular agreement. More specifically:
       1. Agreements relating to the sale, acquisition, or lease of real property shall be signed by one of the Chair, Vice Chair or Treasurer and the CEO or designate.
       2. Agreements relating to borrowing (By-Law No. 2, Section 8: Borrowing) shall be signed by one of the Chair, Vice Chair or Treasurer and the CEO or designate.
       3. Agreements relating to the data sharing shall be signed by the MOH and the CEO or designate.
       4. All other agreements that are operational in nature shall be signed by the CEO or designate.

1. ARTICLE 1: HUMAN RESOURCE GOALS/STRATEGIC APPROACH.
   1. Human Resource Goals. In addition to the generalized goals of the operational plan, the Health Unit’s interrelated and sometimes competing human resources goals are as follows:
      1. Fair and Positive. Foster a work environmental that is fair and positive, creating a culture of integrity, supportive of the Code of Ethical Conduct.
      2. Attract and Retain Talent. Attract, recognize and retain talent.
      3. Effective Performance Management. Effectively manage individual performance, whether meeting or falling above or below expectations.
   2. Workforce Development. The Health Unit shall adopt a strategic approach to human resources management, having regard to the following:
      1. Workforce Assessment. An assessment of its workforce based on size, composition and competencies.
      2. Assessment of Future Workforce Needs. An assessment of the Health Unit’s future workforce needs.
      3. Projection of Workforce Supply. A projection of the future workforce supply, including consideration of the composition of the community served by the Health Unit.

         Based on the above and as part of its strategic approach, the Health Unit shall establish a workforce development plan, identifying the training needs of staff, including discipline specific and management training and encouraging opportunities for the development of core competencies and, when appropriate, partnerships with academic institutions. Further the Health Unit shall foster an interest in public health practice by future health professionals by supporting student placements.

2. ARTICLE 2: POLICIES AND PROCEDURES
   1. Openness. Human resources policies and procedures shall be accessible to all individuals undertaking or participating in work activities on behalf of the Health Unit, including employees, student placements and volunteers.
   2. Content. The CEO shall ensure that the organization has human resources policies and procedures to address the following:
      1. Recruitment and Retention
      2. Orientation and Training
      3. Occupational Health and Safety
      4. Professional and leadership development
      5. Succession Planning
      6. Performance management
      7. Compensation
      8. Discipline
      9. Conflict Management
   3. Equity, Diversity and Inclusion. Policies and Procedures shall be open and fair and consider equity, diversity and inclusion.
   4. Employment Contracts. Terms of employment shall be documented in written employment contracts and/or collective agreements, as applicable. Employment contracts shall be presented at the time of any offer of employment and shall be finalized, signed and delivered to the Health Unit prior to any commitments of employment.
   5. Personnel Files. Separate personnel files shall be maintained for each Health Unit employee with a clear articulation as to what the file contents are to include and who shall have access to the files.
3. ARTICLE 3: ROLES of the CEO and MOH
   1. CEO. The CEO shall, in addition to any specific duties assigned by the Board, be generally responsible for all Health Unit day to day operational matters, policies and directives, program and service delivery, matters of human resources and finances. As part of that, the CEO shall, with respect to operational matters:
      1. Ensure the implementation of the Board’s governance policies, as outlined in the By-laws and otherwise, through an operational plan by establishing and enforcing related operational policies, systems and procedures.
      2. Monitor compliance with operational policies, systems and procedures and address any non-compliance.
      3. Support the Board in satisfying the Board’s role by providing appropriate data, analysis and recommendations.
      4. Be accountable to the Board.
   2. MOH. The MOH shall, in addition to any specific duties assigned by the Board, be generally responsible for matters directly relating to public health programs and services and issues relating to the protection and promotion of the public’s health. As part of that, the MOH shall, with respect to operational matters directly related to the delivery of health programs and services:
      1. Support the Board in satisfying the Board’s role by providing appropriate data, analysis and recommendations
      2. Be accountable to the Board.
4. ARTICLE 4: QUALIFICATIONS OF THE CEO and MOH
   1. CEO Qualifications. Minimum qualifications for the position of CEO, if one is appointed, shall include the following:
      1. Education and experience appropriate to the implementation of the strategic plan and consistent with that of chief executive officers at other health units.
      2. Emotional Intelligence. The CEO shall demonstrate emotional intelligence including self-awareness; self-regulation; motivation; empathy; and social skills.
   2. MOH Qualifications. Minimum qualifications for the position of MOH, shall include the following:
      1. Education and Experience. The MOH shall have at minimum the education and experience required by the HPPA and HPPA Regulation 566.
      2. Emotional Intelligence. The MOH shall demonstrate emotional intelligence, including self-awareness; self-regulation; motivation; empathy; and social skills.
   3. Job Description. The Board shall develop a job description for the CEO and MOH position. The Board shall review the job description regularly and revise as appropriate and in accordance with legislation and Ministry guidance.
5. ARTICLE 5: RECRUITMENT OF THE CEO/MOH
   1. External Consultant or Recruitment Committee. In order to carry out tasks and make recommendations related to MOH/CEO recruitment and selection:
      1. a reputable, qualified external consultant shall be engaged; and/or
      2. the Board shall establish an ad hoc recruitment committee. Such committee composition shall contribute to the integrity of and confidence in the recruitment and selection process by:
         1. including stakeholder representation by not restricting composition to only Board Members but at the same time not including Health Unit staff or an existing MOH or CEO; and
         2. ensuring that each committee member is appropriately qualified including having human resources expertise. Establishment of the committee shall otherwise be in accordance with applicable by-law provisions including the requirement for terms of reference.
   2. Appointment. Subject to the approval by the Ministry of Health, the final MOH appointment decision shall remain with the Board. The final appointment decision of the CEO shall also remain with the Board. Both positions will be appointed through resolution by the Board.
6. ARTICLE 6: RENUMERATION, PERFORMANCE AND DISCIPLINE
   1. Remuneration. Remuneration of both the MOH and CEO shall be in accordance with provincial legislation where applicable and external benchmarking.
   2. Performance Management. The Board will establish a policy and procedure for the regular performance management, monitoring and review of the CEO and the MOH. Performance shall be managed in accordance with the established policy adopted and approved by the board.
   3. Discipline. Any consideration of a proposal to discipline the MOH or the CEO, including dismissal, shall be subject to and in accordance with the following:
      1. Notice. Reasonable written notice of the time, place and purpose of the Board meeting at which the discipline is to be considered shall be given.
      2. Reasons. A written statement detailing the reasons for the proposed discipline shall be given along with the notice.
      3. Opportunity to be Heard. The MOH or CEO shall be given an opportunity to attend and to make representations to the Board at the meeting.
      4. Two-Thirds Decision. Any decision to discipline the MOH or the CEO shall be carried by a vote of two-thirds of the Board Members present at a properly constituted Board meeting, provided that if the decision is to dismiss, such decision shall also be subject to the consent in writing of the Ministry of Health (“The Ministry”) in the case of the MOH.
         The foregoing is provided that when it is not reasonably practicable for the Board to meet in a timely manner, both the Chair and Vice-Chair acting jointly, shall have the authority to suspend the MOH and/or the CEO with pay, pending Board determination.
7. ARTICLE 7: CEO AND MOH SUCCESSION
   1. Preparedness. The Board shall ensure that the Health Unit is prepared for a change in CEO and/or MOH, whether such change is planned or unplanned through a successional planning framework.
   2. Un-Planned Transition. Unplanned transitions of the CEO and/or MOH, necessitating interim arrangements, shall be subject to and in accordance with the following:
      1. CEO. In the case of an unplanned transition of the CEO:
         1. The MOH and Corporate Services Director jointly or the Corporate Services Director alone if the position of MOH is also subject to an unplanned transition, shall act as CEO until an acting or permanent replacement is appointed by the Board.
         2. The Board shall meet as soon as reasonably practicable and shall forthwith appoint an acting CEO.
      2. MOH. In the case of an unplanned transition of the MOH:
         1. The AMOH, if there is one, shall act as MOH until a replacement is appointed.
         2. If there is no AMOH the Board shall forthwith appoint a physician as acting MOH.
      3. Communication Plan. The Board shall ensure there is a communication plan for the un-planned transition of the CEO and/or MOH that includes reassurance for both internal staff and external stakehold