CHATHAM KENT HOSPICE INC. BOARD MEETING Thursday, …...Apr 25, 2019 · ESC LHIN Amending...

1 of 2

6:00 PM 1 Dave Macko

6:05 PM 2 Inform Jennifer Wilson 1

6:15 PM 3 Inform Jessica Smith 2.3

6:25 PM 4Att. 1Pg. 1 Motion Dave Macko

5 verbal Dave Macko 2

6:30 PM 6

5.1Att. 2Pg. 3 Approval 2

5.2Att. 3Pg. 10 Inform 2

5.3Att. 4Pg. 29 Approval 3

5.4Att. 5Pg. 35Att. 6Pg. 41 Approval 2

5.5Att. 7Pg. 65 Inform 2

5.6Att. 8Pg. 67

Inform&Approval 1.2

6.7Att. 9Pg. 72 Approval 2.1.1

6:35 PM 7 verbal Inform Jodi Maroney 3

6:45 PM 8Att. 10Pg. 75

InformApproval Jessica Smith 3

7:00 PM 9Att. 11Pg. 105

DiscussionInform Jessica Smith 1

7:15 PM 10 verbalDiscussionInform Jennifer Wilson 2

7:25 PM 11Att. 12Pg. 106

DiscussionApproval Dave Macko 2

7:40 PM 12 VerbalInform/Discussion Dave Macko

13 verbal Inform Dave Macko

7:50 PM 14 verbal Motion Dave Macko

Conflict of Interest Declarations

Board Meeting MinutesBoard Meeting of Feb. 28, 2019

CONSENT AGENDA-APPROVAL OF CONSENT AGENDA ITEMS AND REPORTS (Any Board member may request that any item be removed from this consent agenda and moved to the regular agenda prior to the meeting.)

Date of Next Meeting -May 23, 2019-5pm

Adjournment to In Camera

Motion Is Required

Governance Committee-For ApprovalRevised Terms of ReferenceCKH-TOR-CKH-STAR Joint Board Committee

Notice of Bylaw Changes and Bylaws

ESC LHIN Amending Agreement for FundingApril 1, 2019-March 31, 2020

CHATHAM KENT HOSPICE INC. BOARD MEETINGThursday, April 25, 2019 6-8 PM

CK Hospice Butterfly Room

Att #Page #

Purpose/ Outcome

Person Responsible

Approval of the Agenda

Strat Plan Ref

Time Item

Welcome

Topic

Reflection

Operations Report-ED Report including;-Strategic Plan Update-Operations Policy List

Introduction of Outreach Programs Staff

Message from the Chair

Governance Report-Recruitment

Volunteer Advisory CommitteeReport & DashboardResident & Family Advisor Role Description

Board Meeting Evaluation-Feb. 28, 2018

Finance Committee-CKH-F1-Invesment Policy

Foundation Update

Executive Committee

Quality Improvement Plan

CKH-CKHF MOU

2 of 2

CHATHAM KENT HOSPICE INC. BOARD MEETINGThursday, April 25, 2019 6-8 PM

CK Hospice Butterfly Room

Att #Page #

Purpose/ Outcome

Person ResponsibleStrat Plan Ref

Time Item Topic

Dave Macko Lyn RushScott McKinlay John LawrenceMargaret Anderson Jennifer WilsonJocelyn Badder Graham KembleMaralee Noltie Sean DobbelaarJessica Smith

Guests: Meeting Recorder: Christine ElliottRegrets:

Maureen EyresJodi Maroney

Dr. Robert MayoNancy KaySue McLartyDistribution

Att. 2

CHATHAM KENT HOSPICE BOARD OF DIRECTORS MEETING MINUTES

MEETING TITLE Chatham-Kent Hospice Board Meeting DATE February 28, 2019 at 5:00 p.m. MEETING CALLED BY Chair CHAIR/FACILITATOR Dave Macko RECORDER Christine Elliott ATTENDEES Dave Macko, John Lawrence, Jocelyn Badder, Graham Kemble, Lyn Rush, Maralee Noltie, Nancy Kay, Jennifer

Wilson (5:15pm), Margaret Anderson (6:05). ADMINISTRATION Jessica Smith, Jodi Maroney, Maureen Eyres Guests Regrets Scott McKinlay, Dr. Bob Mayo, Sue McLarty, Sean Dobbelaar

TOPICS DISCUSSION CONCLUSION: MOTION/ACTION

/FOLLOW UP

ACTION ITEMS: WHO/WHAT

1. Welcome Dave Macko opened the meeting, welcoming all. 2. Reflection Jodi Maroney reflected on how the Chatham-Kent Hospice Foundation has benefitted from memorial donations in the

past. In this fiscal year, 85% of hospice residence have named us as charity of choice. Since September 2018, 18 people have named us as charity of choice and have not been a resident. Memorial donations make up approximately 1/3 of total donations annually.

3. Approval of the Agenda

Dave noted regrets from Sean Dobbelaar, Scott McKinlay, Sue McLarty and Dr. Bob Mayo. Motion: Moved by John Lawrence, seconded by Maralee Noltie to approve the Agenda as circulated. Carried

Motion

1 CHATHAM KENT HOSPICE INC. BOARD MEETING –FEBRUARY 28, 2019

3 of 110

TOPICS DISCUSSION CONCLUSION:

MOTION/ACTION/FOLLOW UP


4. Conflict of Interest Declaration

None noted at this time.

5. Consent Agenda

Motion: Moved by Lyn Rush, seconded by Jocelyn Badder to approve the Consent Agenda with the Items: Minutes of Nov. 22, 2019, Operations Report including; LHIN Stats Report, Insurance Coverage Report, Operations Policy List, Fundraising Policy, Governance Policies: • CKH-G6-Board Chair Role Description • CKH-G8-Evoting Procedure • CKH-G10-Community Members Serving on Board Committees • CKH-G12-Officer Recruitment Principals • CKH-G13-Director Orientation

Terms of Reference • CKH-TOR1-Finance Committee • CKH-TOR2-Executive Committee • CKH-TOR6-Volunteer Advisory Committee • CKH-TOR10-CKH-CKHF Joint Board Committee

Governance Committee Items: • Board Meeting Evaluation-Nov. 22, 2018 • Board Education Calendar • Board Annual Evaluation • Committee Work Plans

o Directors, Executive, Quality, Volunteer Advisory, Finance, Governance

Quality Committee Report of Jan. 8, 2019, Archive Committee Report, Volunteer Advisory Committee Report and Volunteer Dashboard, and,

Motion


4 of 110




Variance report and Finance Statements for the month ending Dec. 31, 2018. Carried

6. Foundation Update

Jodi presented highlights from the Chatham-Kent Hospice Foundation report. Fundraising: on track to meet our projected goal, currently $100,000 over, Hike for Hospice is set for Sunday May 5th. New this year is a 5K Fun Run, set up as a Corporate Challenge. Continuing to look for sponsorships and encourage all to spread the word. Strategic Planning-the foundation is continuing the process, with the hopes to complete by mid-April. Reference to Digital Engagement, with over 3,000 Facebook likes. CKNN Spring Conference, April 25th, tickets are available and can be purchased through the Foundation for those that are interested. Pretty in Pink is holding the Chili Cook Off at the Central Tavern on Mar. 30, 1pm, proceeds to CKHF. RM 40th Anniversary Celebration, June 21-22, 2019. Supporting 3 charities (CK Children’s Treatment Centre Foundation, Foundation of CKHA and Chatham-Kent Hospice Foundation). CK Hospice Foundation will benefit from a concert at the Capital Theatre on the Saturday night.

7. Strategic Goal Report

Jessica presented the Goal report verbally referring to the tracking chart. Goal 1.1.3-Progressing Well-The QIP has been endorsed by the Quality Committee and will be fully presented to the Board on Apr. 25, 2019. Goal 1.3.2-Progressing Well-Establish a Resident/Family Advisor Volunteer Role. Descriptions have been completed, will be in the April Board package. On track to seek volunteers to fill the role.

Action New Volunteer Role descriptions to be in the April Board pkg.


5 of 110




Goal 2-Accreditation items will be discussed later in this meeting. Goal 2.2.1, Complete-metrics have been gathered Goal 2.2.2-At Risk-Risk Management plan has not been initiated. Goal 3.1.1-Progressing Well-Conversations have been had with partners with similar goals in end of life care, the gaps are being identified.

8a- 2019-2020 Draft Budget

Jessica Smith presented the Draft 2019-2020 Budget, noting that the Finance Committee reviewed and recommended to the Board for approval on March 21, 2019. Jessica highlighted the following; Revenue includes funding for Residential and Visiting Volunteer from the LHIN, Ontario Trillium Foundation Grant and the Municipality sustainability fund. Wages

• A recommendation that the Spiritual Care Coordinator now be full time Hospice staff. In the 2018-2019 budget, the position was .8FTE staff from STAR. This will change the Administration line, with a portion being in Nursing & Personal Support Services.

• A new role is being recommended, 0.5 Administration and 0.5 Nursing & Personal Support Services-this role would assist with Accreditation, and with the new hospice programs. Once the structure of the new role is created, the information will come back to the Board.

• Jessica noted that Bill 148 was rescinded, creating a significant change in line 13 & 14.

• Lines 65 to 71 will be covered by the Trillium Foundation Grant funding.

Line 76 represents the Operating Deficit to assist the CKH Foundation with their goals.

Motion


6 of 110




Motion: Moved by Graham Kemble, seconded by John Lawrence to accept and implement the Chatham Kent Hospice Inc. 2019-2020 Budget. Carried

8b. Auditor Update

The current auditor for CK Hospice, Christine Muckle has given her notice. Together with St. Andrew’s Residence, Chatham-Kent Hospice Foundation, an RFP was presented to 4 Accounting firms to be the Auditor for all organizations. One of the firms was recommended by Christine. 2 firms submitted proposals. Baker Tilly’s (previously Collins Barrows) proposal fee schedule matched Christine Muckle’s fees schedule, and come with many approving references. It is the recommendation from the Finance Committee to use Baker Tilly as the new auditor to complete the 2018 Audit. Motion: Moved by Graham Kimble, seconded by Maralee Noltie to approve the firm of Baker Tilly to be the Auditor for Chatham Kent Hospice Inc., and complete the 2018 Audit. Carried.

Motion

9. Governance Document Report

Jennifer Wilson reported on behalf of the Governance Committee. -Recruitment-The committee is beginning the recruitment process, the Foundation is not recruiting this year, but has agreed to assist with the interviews. We are seeking 2 new directors, with legal or communications experience. The committee are recommending that the postings will not be within the newspapers, but use social media, (website, Facebook, Instagram). It is expected that all Board members assist with recruitment by asking those they feel would be a good fit on the Hospice Board. Directors are also encouraged to seek diverse individuals. -Board Annual Evaluation Summary-Jennifer reported that all Board members participated in the survey. The questions were all in the consent agenda for review. Focus on two of the questions:


7 of 110




Q20-ED Evaluation-it was noted that the STAR Board is responsible for the ED Evaluation, the Hospice Board would participate. Currently the Joint Board Committee is to be working on an evaluation to occur this spring. Q21-ED Succession plan-The Executive Committee is currently working with Jessica to develop a plan.

10-Risk Management

Jennifer reported that through the annual evaluation, Risk Management was highlighted, a plan, or education. It is asked of the members to clarify the type of Risk (Organization Risk or Board Risks). Different types of risks. It is recommended to focus on organizational risk. Jessica will research to find a consultant to lead with the development of a Risk Plan.

Action Jessica to research for a Risk Management consultant or for assistance with creating a Risk Plan.

11. HPCO Accreditation Recommendation

It is being recommended to postpone the accreditation submission to Spring of 2020. There is no penalty to do this. Motion: Moved by John Lawrence, seconded by Margaret Anderson that the Board approves the delay of the HPCO Accreditation application until Spring of 2020. Carried

Motion

12. Message from the Chair

The Chair, Dave Macko reported that since the last Board meeting, a meeting was held with MPP Rick Nicholls. Mr. Nicholls is encouraging the CK Hospice to propose a budget for additional provincial funding for Hospices Dave also reported on news of a new bill being proposed called “Dan’s Law” it would remove the three-month waiting period for access to OHIP funded home and palliative care, for Canadian residents who move or return to Ontario. Dave further reported on his activities, attended committee meetings and Foundation Strategic Planning sessions. Met with Dr. Mayo to review the new physician role.


8 of 110




Dave noted that he will be attending the Chatham-Kent Nonprofit Network spring conference on April 25th. This is a Board meeting date. It is recommended to move the time of the meeting from 5pm start to 6pm start to accommodate the attendance to the conference.

12. Date of the Next Meeting

The date of the next meeting is set for Thursday, April 25th, 2019 at 6pm.

13. Adjournment Motion: Moved by Margaret Anderson, seconded by John Lawrence to adjourn the meeting, and move to In Camera. Carried

Motion

________________________________________________ Dave Macko, Chair


9 of 110

CK Hospice Operations Report – Board of Directors Meeting April 17 2019

February Residential Hospice Facts • # families served to date 574 to February 28 2019• Average length of stay YTD 20.5 days• Occupancy rate for month 91.1%• Admissions – 58 % Cancer, 42% Non-Cancer• Admissions – Chatham 58%, other communities 42%

March Residential Hospice Facts • # families served to date 589 to March 31 2018• Average length of stay YTD 20.5 days• Occupancy rate for month 84%• Admissions – 80 % Cancer, 20% Non-Cancer• Admissions – Chatham 53%, other communities 47%

March Volunteer Stats: 185 active; 107 inactive/applicants; 9 volunteer interviews; 1127 hours this month; 11457 hours YTD

Indirect Volunteer Service Count

Kitchen 312

Reception 366

Housekeeping 13

Gardening 14

Direct Volunteer Service Count

Complementary Therapy 14

Direct Support Volunteer 80

Comfort Care Volunteer 14

Pet Therapy 17

1

Att. 310 of 110

Strategy 1: Ensure quality compassionate care

• To define/measure quality of care using standards • To ensure Hospice is a healthy place to work and volunteer • To engage residents and loved ones in Hospice

Quality Improvement Plan to be presented to Hospice Board at April meeting Resident and Family Advisor Volunteer Role – position description to be approved by Hospice Board April 25 2019. Plan is to recruit in time for implementation to 2019-20 board year. Sarah Baute (shared HR Generalist) and Jessica attended an HR Workshop on Employment Law Updates Volunteer Advisory Committee is currently planning a spring Volunteer Appreciation Event to be held Saturday, June 8th. Invitations will be circulated soon – this year’s theme is “Volunteers lift up communities!” and we are pleased to have guest speaker Michael Lewis joining us. Several staff and volunteer education opportunities held: Heart Health Whole being Wellness & Resilience; Mental Health & Wellness – Depression Mental Health & Wellness - Compassion Fatigue/Burnout/ Self Care Strategy 2: Transparent, accountable, efficient management of resources

• To earn accreditation with HPCO • To develop appropriate reporting metrics • To ensure program expansion and changes are compatible with our values and are sustainable

Operational policy & procedure development and implementation continues Jessica met with Jodi, Karen and Lori Phillips of Baker Tilly to discuss upcoming audit for 18-19 fiscal year. Audit preparations underway with audit team on site beginning April 23, 2019. Draft MOU between Hospice and Hospice Foundation was finalized at our March Joint Board Committee meeting and will be presented at board meeting April 25 2019. Jessica met with Transform to discuss cost saving opportunities for medical and office supplies. Awaiting approval of Canada Summer Jobs grant application, with plans to hire one summer student to assist with clinical administration.

2

11 of 110

Strategy 3: Partner to build system capacity to support end-of-life care

• To be a resource to end-of-life care in our community

We were pleased to host a BScN student over the last couple of months and her placement is now complete. It was a great experience for all involved.

Jessica continues to participate in the Chatham-Kent Sub Region Accountability Table organized by the ESC LHIN. Monthly meetings continue through to June and we are currently developing our CK action plan. Last meeting significant time was spent receiving updates on the recently announced Ontario Health Teams.

Jessica participated in the Health Links Summit on March 28 where various health care providers came together to co-create a new vision for health links case management and discuss how we can enhance the client experience and accelerate the Health Links approach to care. For more information on Health Links see here: https://www.transformsso.ca/healthlinks#.XLXOXehKiM8

We are pleased to announce Melissa Cadarette, MSW, RSW as our Bereavement Counsellor and Sally Reaume, MSW, RSW as our Wellness Program Coordinator. Melissa started in her role February 26th and Sally started in her position April 1st and they are great additions to our team.

3

12 of 110

https://www.transformsso.ca/healthlinks%23.XLXOXehKiM8

CK Hospice Strat Plan goal ReportingApril 15, 2019

Page 1 of 6

Notes:Q1 Q2 Q3 Q4 Q1 Q2

Strategy 1: Ensure quality compassionate care

GOAL 1.1 To define/measure quality of care using standards

1.1.1 Staff to inform Quality Committee of existing standards by October 31, 2018

1.1.2 Staff and Committee to establish baseline and targets for quality improvement by December 31, 2018

1.1.3 Staff to present and monitor Annual Quality Improvement Plans to the Board (Yr1 November 1, 2018 – March 31, 2019, YR 2 QIP April 1, 2019 – March 31, 2020) YR 1 QIP has been endorsed by

Quality Committee, to be presented to Board April 2019

2018-2019 2019-2020

13 of 110


Page 2 of 6


2018-2019 2019-2020

GOAL 1.2 To ensure Hospice is a healthy place to work and volunteer

1.2.1 Human Resources Generalist, Care Manager and Volunteer Coordinator to assess care, compassion and recognition needs among staff and volunteers by January 31, 2019

1.2.2 Staff to develop a staff and volunteer wellness plan by April 30, 2019

plan is developed, roll out underway

GOAL 1.3 To engage residents and loved ones in Hospice

1.3.1 ED, Care Manager & Volunteer Coordinator to establish a Resident/Family Advisor Volunteer Role Description and present to Volunteer Advisory Committee by January 31, 2019

1.3.2 Resident/Family Advisor Volunteer Role Description to be presented to the Board by February 28, 2019. role description to be

presented April 25 2019

14 of 110


Page 3 of 6


2018-2019 2019-2020

1.3.3 Seek resident/family advisors to serve on committees by April 30, 2019 timeline requires adjustment

but completion in time for new board year is anticipated

1.3.4 Train and orientate advisors by June 30, 2019, for integration to Board committees for 2019-2020 board year.

anticipate completion by target

Strategy 2: Transparent, accountable, efficient management of resources

GOAL 2.1 To earn accreditation with Hospice Palliative Care Ontario (HPCO)

2.1.1 Inform Board of Directors of accreditation process and importance by September 30, 2018

2.1.2 Staff and Governance Committee to complete gap analysis and task plan of actions to be taken for accreditation and present to all committees by November 30, 2018

15 of 110


Page 4 of 6


2018-2019 2019-2020

2.1.3 ED to review gap analysis with Board of Directors by January 31, 2019

2.1.4 Complete Master Accreditation Application for submission no later than March 31, 2019.

accreditation timeline adjusted to March 31 2020

2.1.5 Submit Required Evidence no later than August 31, 2019 timeline adjusted to Aug 31

2020

2.1.6 Complete On Site visit October-November 2019

timeline adjusted to Fall 2020

2.1.7 Receive Accreditation Decision by December 31, 2019 timeline adjusted to Dec 31

2020

GOAL 2.2 To develop appropriate reporting metrics

2.2.1 Staff will compare metrics with at least 4 other hospices for suggestions by December 31, 2018

16 of 110


Page 5 of 6


2018-2019 2019-2020

2.2.2 Board committees and staff departments work together to develop risk management plan by January 31, 2019

progressing, timeline requires review

2.2.3 Staff to develop a dashboard for monitoring of the risk management plan by March 31, 2019

progressing, timeline requires review

GOAL 2.3 To ensure program expansion and changes are compatible with our values and are sustainable

2.3.1 Executive Committee will oversee a process for vetting new business opportunities and changes (values based decision process)

17 of 110


Page 6 of 6


2018-2019 2019-2020

Strategy 3: Partner to build system capacity to support end-of-life care

GOAL 3.1 To be a resource to end-of-life care in our community

3.1.1 Identify a maximum of 3 goals in closing the gap in end-of-life care by December 31, 2019

progressing well, anticipate completion by target

3.1.2 Identify partners with similar goals and work with them to develop action plans to address identified gaps by March 31, 2020

18 of 110

CHATHAM KENT HOSPICEOPERATIONS POLICIES2019-04-16

Att. 3-B

Clinical

1/72= 1.4 % in review with CM4/72= 5.5% in review with ED0% undrafted

Human Resources

0/38= 0 in review with CM21/38= 58% in review with ED2/38= 5% undrafted

Housekeeping

Culanary policies

Fundraising

Volunteer

Emergency plan

1/19=5% in review with CMHealth & Safety

0/56=0% in review with CM16/54= 30% in review with ED2/56= 3.5% undrafted

100% complete

95% complete

68% complete

CHATHAM KENT HOSPICE OPERATIONS POLICIES

93% complete

36% complete

100% complete

100% complete

100% complete

19 of 110

Chatham Kent HospiceOperations Policy List2019-04-16

Att. 4

Page 2 of 10

Draft Completed being reviewed by Care ManagerDraft Completed being reviewed by Executive Director

Draft Completed

Approved

Clinical Practice

1 CP01 Admission Eligibility X x

2 CP02 Admission Process X x

3 CP03 Alcohol Use for Resident and Family X x

4 CP04 Arjo Maxi Lift x x

5 CP05 Arjo Bath and Shower Chair X x

6 CP06 Assisting Residents with Legal Documents x x

7 CP07 Bill of Rights (Resident’s) x

8 CP08 Care Plan x x

9 CP09 Catastrophic Event X x

10 CP10 Catheterization x

11 CP11 Central Venous Access Devices (RNAO BPG) x x

12 CP12 Clinical Policy- General X x

13 CP13 Deactivation of ICD X x

14 CP14 Death on Admission x x

15 CP15 Discharge from Hospice x x

16 CP16 Documentation Standards x x

17 CP17 Documentation- Approved Abbreviations X x

18 CP18 Do Not Resuscitate Order for Residents X x

19 CP19 ESAS x x

20 CP20 Falls Prevention Program X x

21 CP21 Family Prepared Nutrition x x

22 CP22 Hill Rom Bed x x

CHATHAM KENT HOSPICE POLICIESComplete and Released

White-Draft not complete

20 of 110


Att. 4

Page 3 of 10


Draft Completed

Approved



23 CP23Hiring Private Duty Nurse, PSW, Sitter / Off-Site

Service Providerx x

24 CP24 Hypodermoclysis X x

25 CP25Informed Consent/Client Self-

Determination/Capacityx x

26 CP26 Insertion and Care of Cleo X x

27 CP27 Interprofessional Practice X x

28 CP28 Lab Specimens x x

29 CP29 Latex Policy X x

30 CP30Laundry- Resident, Contracted Linen Supplier

and Hospice Ownedx x

31 CP31 Restraints x x

32 CP32 Master Signature Sheet X x

33 CP33 Medical Records (Resident) x x

34 CP34 Medication Room Access X x

35 CP35-01 Medication Management- Infusors x x

36 CP35-02 Medication Management- PRN Medications x x

37 CP35-03Medication Management –Scheduled

Medications X x

38 CP35-04Medication – Disposition after Death or

DischargeX x

39 CP35-05 Medication Management- CADD Pumps X x

40 CP35-06Medication Management- Fentanyl Patch

Tracking/DestructionX x

41 CP35-07Medication Management- Narcotic/Controlled

SubstancesX X

42 CP35-08Medication Management- Transcribing and

Processing Medication OrdersX x

43 CP35-09Medication Management- Receiving

Medications from Pharmacy and StorageX x

45 CP35-11Medication Management- Self-Administered

Medicationsx x

21 of 110


Att. 4

Page 4 of 10


Draft Completed

Approved



46 CP35-12Medication Management- Medication Expiry

Datesx x

47 CP36 Nephrostomy Tube Care X x48 CP37 Ordering and Storage of Medical Supplies x x49 CP38 Organ, Tissue, and Body Donation x x

50 CP39 Overnight Accommodation for Families/Visitors x x

51 CP40 Palliative Sedation x52 CP41 Pet Visitation x x54 CP42 Physician Services x55 CP43 Post Mortem Care x x56 CP44 Preparation for Expected Death x X57 CP45 Professional Practice Expectations x x58 CP46 Pronouncement of Death x x59 CP47 Refilling Portable Oxygen PB Unit x x60 CP48 Resident Personal Items x x61 CP49 Resident LOA x62 CP50 Spiritual Care x x63 CP51 Sharps Disposal x x64 CP52 Trach Care x x65 CP53 Transportation x x66 CP54 Unexpected Death of a Resident x x67 CP55 Visitor Code of Conduct x x68 CP56 Wait List Management x x69 CP57 MAID X x

70 CP58-01Infection Control- Transmission-Based

PrecautionsX x

71 CP58-02 Infection Control-MRSA and VRE X x72 CP58-03 Infection Control- C diff X x73 CP58-04 Infection Control- Outbreak x x74 CP58-05 Infection Control- Routine Practices X x75 72 67 93 % complete

1/72= 1.4% in review with CM4/72= 5.5% in review with ED

0/75= 0% undrafted Human Resources

1 HR01 Attendance x2 HR02 Attendance- Absentee Calls- Sarah Approved x

22 of 110


Att. 4

Page 5 of 10


Draft Completed

Approved



3 HR03 Bereavement Leave- Sarah Approved x4 HR04 Coach and Counsel- Sarah has x5 HR05 Code of Conduct x

6 HR06Confidentiality Policy- Resident Information and

Hospice Operationsx x

7 HR07 Conflict of Interest- Sarah Reviewed x

8 HR09Competency and Skills Education and Training-

Clinical Staffx

9 HR10 Credentialing- left for Board to complete10 HR11 Discipline Policy- Sarah Has x11 HR12 Dress Code x x12 HR13 Employer Property x x13 HR14 Exit Interview- Sarah Approved x14 HR15 Expense Reimbursement x15 HR16 Feedback and Complaint Process x x16 HR17 Fragrance Sensitivity x x17 HR18 Gifts and Gratuities- Sarah reviewed x18 HR19 Jury Duty x19 HR20 Key Control x20 HR21 Orientation- New Employees x x21 HR22 Parental Leave-Sarah Approved x22 HR23 Password Policy x x23 HR24 Phone and Alarm System24 HR25 Performance Evaluation x x25 HR26 Pregnancy Leave- Sarah Approved x26 HR27 Privacy Breaches and Events Protocol x x

27 HR28Privacy Notice, Collection, Use and Disclosure of

Personal Health Informationx x

28 HR29 Probationary Period- Sarah Approved x x29 HR30 Professional Development- Sarah Approved x30 HR31 Recruitment and Selection- Sarah Approved x

31 HR32 Request to Access Personal Health Information x

32 HR33Reviewing and Revising HR Policies- Sarah

Approvedx x

33 HR34 Scheduling x34 HR35 Security and Electronic Communication of PHI x35 HR36 Social Media x

23 of 110


Att. 4

Page 6 of 10


Draft Completed

Approved



36 HR37 Student Placements x x

37 HR28Workplace Conflicts and Complaint

Managementx

38 HR39 Vacation and Holidays- Sarah Approved x x % complete36 14 37%

0/38= 0 in review with CM22/38= 58% in review with ED

2/38= 5% undraftedHousekeeping

Housekeeping Cart X XHK1 Garbage Collection X XHK2 Dusting x XHK3 Vacuuming X xHK4 Floor Cleaning- Polishing- Dust X xHK5 Use of wet mop X xHK6 Floor Cleaning- Polishing-Scrubbing X xHK7 Floor Cleaning- Polishing- Spray buffing X xHK8 Window- Glass cleaning X xHK9 General Procedures for cleaning hospice X xHK10 Occupied Cleaning Residents rooms X xHK 11 Public Bathrooms-common areas X xHK12 Use of Swiffer mop X xHK14a Care of wet mop X xHK14 Infection Control- Common areas X xHK15 Cleaning Residents Bathrooms X xHK16 Bed making X x % complete

17 17 100%Culinary Policies

CS 1 Cold Storage Temps x xCS 2 Commercial Gas Stove x xCS 3 Cutting Boards x xCS 4 Food Allergies and Preferences x xCS 5 Fruits and Vegetable Washing x xCS 6 Glove Use x xCS 7 Hot Pots x xCS 8 Inventory x xCS 9 Knife Handling x xCS 10 Menu Planning x x

24 of 110


Att. 4

Page 7 of 10


Draft Completed

Approved



CS 11 Proper Transfer of Hot Holding x xCS 12 Sanitation x xCS 13 Tray Service x x % complete

13 13 100%

Fundraising % completeFundraising x x 100%

Volunteer1 V1 Recruitment x X2 V1.1 Diversity x X

3 V1.2Volunteer Application, Screening, Selection and

Retentionx X

4 V1.3 Volunteer Competence, Orientation and Training x X

5 V1.4 Police Reference x X6 V1.5 Immunizations tb Infectious Diseases x X7 V1.6 Transportation x X8 V1.7 Family Members Becoming Volunteers x X9 V2.1 Volunteer Roles x X

10 V2.2 Public Relations x X11 V2.3 Confidentiality x X12 V2.4 Leaves of Absence x X13 V2.5 Scheduling Changes or Cancellation x X14 V2.6 Resignation and Reapplication x X

15 V2.7Financial Commitment and Out of Pocket

Expensesx X

16 V2.8 Gifts of Gratuities X X17 V2.9 Drugs and Alcohol Use X X18 V2.10 Assistance with Legal Documents X X19 V2.11 Medications and Medical Care X X20 V2.12 Boundaries X X21 V2.13 Assistance with Physical Care and Comfort X X22 V3.1 Volunteer Record Management X X23 V3.2 Volunteer Record Retention and Privacy X X24 V3.3 Volunteer Recognition X X25 V3.4 Conflict of Interest X X26 V3.5 Continuing Education and Information X X

25 of 110


Att. 4

Page 8 of 10


Draft Completed

Approved



27 V3.6 Evaluation of Volunteer Experience X X28 V3.7 Termination of Volunteers X X29 V3.8 Volunteer Safety X X30 V3.9 Volunteer Rights X X31 V4.1 Complimentary Therapies X X32 Procedure for Volunteers33 Discrimination and Anti-Oppression % complete

31 31 94%Emergency Plan

1 EP1 Emergency Plan Document x2 EP2 Emergency Plan X x3 EP3 Code Red- Fire X x4 EP4 Code Grey- Loss of Essential Services X x5 EP5 Code White- Violent Outburst X x6 EP6 Code Blue-Medical Emergency X x7 EP7 Code Orange- Community Disaster X x8 EP8 Code Brown- Chemical Spill X x9 EP9 Code Yellow- Missing Resident X x

10 EP10 Code Green- Evacuation X x11 EP11 Code Black- Bomb threat X x12 EP12 Aggressive Behaviour X x13 EP13 Panic Button X x14 EP14 Inclement Weather Policy X x15 EPa Form- Emergency Code Report X x16 EPb Form- Missing Resident Report X x17 EPd Form-Bomb Threat Record Sheet X x18 EPf Emergency Fan Out List X x19 Appendix- Floor plan for fire X x % complete

19 18 95%1/19=5% in review with ED

Health and Safety1 Accessible Customer Service x2 Integrated Accessibility Standards x3 Health and Safety Education x4 HS1 Health & Safety Policy and Program X x5 HS2 Occupational H&S Policy X x6 HS2 Joint Health and Safety Committee X x7 HS3 Meetings and Communication X x

26 of 110


Att. 4

Page 9 of 10


Draft Completed

Approved



8 HS4 Hazard Concerns Reporting X x

9 HS4Resident and Family Harassment and Abuse

Prevention and ManagementX x

10 HS5 Inspections X x11 HS7 Job Hazard Assessment X x12 HS7 Incident & Occurrence Reporting x x13 HS8 Health & Safety Education x x14 HS8 First Aid x x15 HS9 Visitors x x16 HS9 Body Fluid Injuries and Exposure x x17 HS10 Oxygen Storage and Supplies x x18 HS10 Position Descriptions x x19 HS11 Contractor Safety Program x x20 HS12 Joint Health and Safety Committees x X21 HS12 JHSC Terms of Reference X22 HS13 Work Refusal X x23 HS14 Work Stoppage X x24 HS15 Lockout and Tagout X x25 HS16 Maintenance and Servicing X x26 HS17 Ladders & Step Stools X x27 HS18 WHIMIS X x28 HS19 Electrical Safety X x29 HS20 Smoking Policy X x30 HS21 Office and Computer Ergonomics X x31 HS22 Slips, Trips and Falls X x32 HS23 Manual Material Handling X x33 HS24 Resident to Vehicle Transfers X x34 HS25 Snow and Ice Control X x35 HS26 Equipment & Facility Purchasing X x36 HS27 Garbage & waster Disposal X x37 HS28 Cytotoxic Substance Control x38 HS29 Blood & Body Fluid Exposures x39 HS30 Needle stick & Sharps Injury x41 HS32 Oxygen Storage and Handling x42 HS33 Personal Protective Equipment x x43 HS34 Rooftop Access & Work x44 HS35 Kitchen Safety X45 HS36 Workplace Violence and Harassment x x

27 of 110


Att. 4

Page 10 of 10


Draft Completed

Approved



46 HS37 Driving Safety X x47 HS38 Dress Code x x48 HS40 Heat Response Plan x49 HS41 Occupational Accident Injury Reporting x50 HS42 First Aid Final x51 HS43 Occupational Injury Claims Management x x52 HS44 Emergency Eye and Face Wash x

53 HSRecognizing and Reporting Abuse/Suspected

Abusex x

54 HS Offsite Work x55 Storage and Handling of Equipment

Non-Occupational Disabilty management and Accommodation

x

56Safe and Comfortable Air and Water

Temperature % complete54 38 68%

0/56=0% in review with CM16/54= 30% in review with ED

2/56= 3.5% undraftedDefinitions

Form- Employee Confidentiality Agreement x xForm – ConfidentialityForm – Incident ReportForm – Preparation for Pronouncement of Expected DeathForm – Release of Confidential InformationOTHER(Hospice Wellington) Residential P&P info for the resident

28 of 110

Att. 4

Chatham Kent Hospice Inc.

Briefing note

Approval of Amending Agreement

April 1, 2019 to March 31, 2020 Hospice Accountability Agreement

Between Erie St. Clair Local Health Integration Network

And Chatham Kent Hospice Inc.

Date: April 18, 2019

Jessica Smith presented the copy of the Amending Agreement to the Chatham Kent Hospice Executive Committee on Thursday, April 11, 2019 for signature and return back to the LHIN by end of day Friday, April 12, 2019. The Amending Agreement extends the funding to Chatham Kent Hospice an additional year. A copy of the Agreement is included in the meeting package for your review, and is being recommended for approval in the Consent Agenda. If you have any questions regarding the agreement, please do not hesitate to contact Dave Macko or Jessica Smith prior to the meeting.

29 of 110

Amending Agreement – 2016 February Hospice Accountability Agreement

AMENDING AGREEMENT

Erie St. Clair Local Health Integration Network

Hospice Accountability Agreement

Att. 4

30 of 110

Funding Agreement – November 2017 2

HOSPICE ACCOUNTABILITY AGREEMENT

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is made as of the 1st day of April, 2019

B E T W E E N


(hereafter the “LHIN”)

– and –


(hereafter the “Service Provider”)

WHEREAS:

1. The Erie St. Clair Community Care Access Centre (“CCAC”) and the Service Provider entered into an agreement, dated April 22, 2016, (the “Accountability Agreement"), as amended by amending agreement dated January 31, 2018, pursuant to which the Service Provider agreed to provide certain services to the CCAC in accordance with the terms and conditions of the Accountability Agreement;

2. Pursuant to the Local Health System Integration Act, 2006, the Minister of Health and Long-Term Care issued an order, dated June 21, 2017, pursuant to which all assets, liabilities, rights and obligations, and all records relating thereto, of the CCAC were transferred to the LHIN (the “Transfer Order”), including the Accountability Agreement. In accordance with the Transfer Order, the LHIN has assumed all of the rights and obligations of the CCAC pursuant to the Accountability Agreement.

3. The LHIN and the Service Provider have agreed to amend the Accountability Agreement as set forth in this Amending Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the LHIN and the Service Provider agree as follows:

ARTICLE 1 - GENERAL

1.1 Rights and Obligations Under the Accountability Agreement

(1) Except as explicitly amended by this Amending Agreement, all rights and obligations of the LHIN and the Service Provider remain unchanged and continue in full force and effect under the Accountability Agreement. This Amending Agreement amends the Accountability Agreement in accordance with Section 3.2 thereof.

31 of 110

Funding Agreement – November 2017 3

(2) For greater clarity, all amendments to the Accountability Agreement set out in this Amending Agreement, including any revision to Funding, shall take effect on the date of this Amending Agreement as first written above.

(3) For the purposes of this Amending Agreement, all references in the Accountability Agreement to the CCAC shall refer to the LHIN.

ARTICLE 2 - AMENDMENTS TO THE AGREEMENT

2.1 Amendments to the Agreement

(1) The Accountability Agreement is amended by deleting Article 2.1.1 in its entirety and replacing it with:

This Agreement becomes effective on the date on which the last person signs it and will remain in full force and effect until March 31, 2020, unless it is terminated earlier in accordance with the provisions of Section 14.0 or subsection 10.1.2.

(2) The Accountability Agreement is amended by deleting Appendix B in its entirety and replacing with a new Appendix B in the form attached to this Amending Agreement.

ARTICLE 3 - GENERAL

3.1 Governing Law

(1) This Amending Agreement and any questions concerning its validity, construction or performance shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

3.2 Counterparts

(1) This Amending Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

3.3 Entire Agreement

(1) This Amending Agreement constitutes the entire agreement between the parties named herein relating to the subject matter of this Amending Agreement. There are no representations, warranties or conditions, express or implied, with respect to the subject matter hereof except as herein specifically set out. This Amending Agreement may not be amended or modified in any respect except by written instrument signed by the parties hereto.

[signature page follows]

32 of 110

Amending Agreement – 2016 February Hospice Accountability Agreement (No PSW)

IN WITNESS WHEREOF the LHIN and the Service Provider have caused this Amending Agreement to be duly executed by their duly authorized representatives as of the date first written above.


By: ____________________________________

Name: Ralph Ganter

Title: Chief Executive Officer

By: ____________________________________

Name: ____________________________________

Title: Board Chair


By: ____________________________________

Name: Ms. Jessica Smith

Title: Executive Director

By: ____________________________________

Name: ____________________________________

Title: ____________________________________

33 of 110

Amending Agreement – 2016 February Hospice Accountability Agreement (No PSW)

APPENDIX B

Detailed Funding and Billing Requirements

• The total annual allocation for the Chatham Kent Hospice Inc. will be $105,000 per bed for a total allocation of $1,050,000 for 10 beds.

• The LHIN will flow the funding to the Residential Hospice in equal installments of $87,500 once every month up to the preset maximum amount allocated by the Funder for nursing and personal support services provided to eligible patients.

• To support the Visiting Hospice Volunteer Service, the Residential Hospice will receive $30,000 per year (paid $2,500 per month).

• The preferred method of payment will be direct deposit to the Residential Hospice.

• Residential Hospices will be expected to maintain an average daily census of (10 beds X 80% = 8 beds), 80% of total beds.

34 of 110

Att. # 5


Briefing note

Approval of Revised

Terms of Reference


Please accept this a notice that the CKH-STAR Joint Board Committees have reviewed and revised their Terms of Reference.

The Governance Committee is now recommending the board approve the revisions made as noted in the revision table of the attached CKH-TOR7-STAR-CKH Joint Board Committee Terms of Reference.

35 of 110

CHATHAM KENT HOSPICE INC. ST. ANDREW’S RESIDENCE, CHATHAM BOARD OF DIRECTORS MANUAL

Subject: STAR & CKH Joint Board

Committee Terms of Reference Section: Governance

Terms of Reference Number: CKH-TOR7-STAR TOR 6.08 HPCO Standard: 00.GOV.1o

Effective Date: CKH-Apr. 25, 2019 Review Date: Nov. 6, 2018 1. Establishment. By these terms of reference the, “Joint Board Committee” (the “Committee”) is

established as a standing committee of the boards. 2. Name. The name of the Committee shall be the, “Joint Board Committee.” 3. Structure.

(a) Composition. There shall be seven members of the Committee as follows: (i) One shall be the Chair of Hospice, or delegate (ii) One shall be the President of STAR, or delegate (iii) One shall be the Vice Chair of Hospice, or delegate (iv) One shall be the Vice President of STAR, or delegate (v) One shall be a Director of Hospice (vi) One shall be a Director of STAR (vii) One shall be the Executive Director of STAR/CK Hospice Each member of the Committee shall be subject to removal by the person or group who designated such member at any time.

(b) Officers. There shall be the following Committee officers:

(i) Chairperson. A “Chairperson” who shall be the one designate appointed pursuant to 3a(i) or 3(a)(ii) above shall be chosen by the other designates and whose role shall be to facilitate the work of the Committee by: preparing agendas with the input of the other Committee members; ensuring that informational needs of Committee members are met; ensuring meeting time is used effectively; monitoring Committee activities to ensure the Committee fulfills its mandate; and such other responsibilities as are set out in these Terms of Reference or delegated to her or him by the Committee.

(ii) Vice-Chairperson. A “Vice-Chairperson” appointed by the Committee from among its number whose role shall be to: liaise with the Chairperson to ensure that she or he is prepared in the event she or he is required to act as Chairperson in the event of the Chairperson’s absence, inability or unwillingness to act as such; and such other responsibilities as are set out in these Terms of Reference or delegated to her or him by the Committee.

(iii) Secretary. A “Secretary” appointed by the Committee from among its number whose role shall be to: ensure appropriate documenting of the business of the Committee; to ensure the records of the Committee are properly maintained and made available to authorized persons when required; and such other responsibilities as are set out in these Terms of Reference or delegated to her or him by the Committee.

CHATHAM KENT HOSPICE INC./ST. ANDREW’S RESIDENCE, CHATHAM TERMS OF REFERENCE JOINT BOARD COMMITTEE 1 of 5

36 of 110

CHATHAM KENT HOSPICE INC. ST. ANDREW’S RESIDENCE, CHATHAM BOARD OF DIRECTORS MANUAL With the exception of the Chairperson, officers shall be subject to removal and replacement by resolution of the Committee at any time and from time to time. For greater clarity the Joint Board Committee acts as a collective and no member has any individual power or authority unless specifically assigned, such as for example in the case of the Chairperson who has been individually tasked with, among other things, setting agendas.

4. Mandate. The Committee shall assist Hospice and STAR by:

(a) Collaborative Culture - oversee the development and maintenance of a collaborative culture between the two organizations

(b) Code of Conduct - Assist Hospice and STAR with adhering to the Code of Conduct as set out in the Memorandum of Understanding and cause their respective representatives involved in carrying out their respective commitments and obligations pursuant to the MOU and/or any Shared Service Agreements between Hospice and STAR.

(c) Strategic Planning – facilitate the integration of annual strategic planning exercises, to the extent that is relevant to the MOU and/or any Shared Service Agreements between Hospice and STAR.

(d) Risk Management - facilitate the integration of annual risk management exercises, to the extent that is relevant to the MOU and/or any Shared Service Agreements between Hospice and STAR.

(e) Communication – facilitate communication between the two organizations as well as oversee public communication to any third parties

(f) Other - Undertake such other activities as may be directed from time to time by the boards of each of Hospice and STAR

5. Frequency of Meetings. The Committee shall meet as often as is required in order to fulfil its

mandate but not less than three times in any twelve month period.

6. Calling of Meetings. Meetings of the Committee may be called by the Chairperson or any three voting members of the Committee.

7. Place of Meetings. Meetings of the Committee shall be held at such place as from time to time

determined by a majority of the Committee.

8. Notice. Notice of meetings of the Committee shall be subject to and in accordance with the following: (a) Responsibility. The Chairperson shall give or cause to be given the required notice. (b) Amount. At least two days’ notice (exclusive of the day on which the notice is delivered or

sent but inclusive of the day for which notice is given) shall be given. (c) Content. Include the date, time and place, as well as a description of the nature of the

business to be transacted. (d) To Whom Given. Given to each member of the Committee.


37 of 110

CHATHAM KENT HOSPICE INC. ST. ANDREW’S RESIDENCE, CHATHAM BOARD OF DIRECTORS MANUAL (e) Regular Meetings. The Committee may appoint a time and day or days in any month or

months for regular meetings of the Committee and in respect of such regular meetings no notice need be otherwise given.

9. Chairperson. The Chairperson shall chair meetings of the Committee or in the absence of the

Chairperson, the Vice-Chairperson.

10. Attendance and Participation. The below listed individuals shall be entitled to attend Committee meetings as follows:

(a) Members. Members of the Committee shall be entitled to attend all Committee meetings

and shall be entitled to participate by being heard (verbally or in writing), debating and voting in accordance with these Terms of Reference, except in situations in which the member has a Conflict of Interest or inability to exercise independent judgment (other than the inherent conflict of interest or bias that exists given their association with Hospice or STAR as the case may be).

(b) Directors. Directors of Chatham Kent Hospice Inc. and of St. Andrew’s Residence beyond those designated as members of the committee shall be entitled to attend all meetings of the Committee in a non-voting capacity.

(c) Invited Guests. Invited guests shall be entitled to attend all meetings of the Committee, on

invitation of the Chairperson or with the consent of the meeting members present. Invited guests shall not be entitled to participate in Committee meetings by voting or debating but shall be entitled to participate by being heard (verbally or in writing), if recognized by the Chairperson.

11. Transaction of Business. Transaction of business of the Committee shall be subject to and in

accordance with the following:

(a) Quorum. A minimum of two board members representing each organization shall form a quorum.

(b) Means of Meetings. A meeting of the Committee may be held by such telephone, electronic

or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A member participating in the meeting by those means is deemed to be present at the meeting.

(c) Voting. The three directors from Hospice and three directors from STAR shall be entitled to one vote each. Questions arising at any Committee meeting shall be decided by a majority of votes. Tie votes will be considered as failed motions.

12. Resources.

(a) Financial. All requests from time to time for financial support of the Committee shall be made in advance by the Committee to the boards of each of Hospice and STAR.


38 of 110

CHATHAM KENT HOSPICE INC. ST. ANDREW’S RESIDENCE, CHATHAM BOARD OF DIRECTORS MANUAL (b) Administrative Support. If requested, the Committee shall be supported by Administration

who shall not be a voting member. The role of Administrative Support is to support the committee during the process, including minutes of meetings.

(c) External Advisors. The Joint Board Committee may engage external advisors provided it

obtains the approval of the boards of each board of Hospice and the board of STAR in advance.

13. Records.

(a) Minutes. The Committee shall keep or cause to be kept minutes of all Committee meetings

which shall include the following: (i) name of the Committee; (ii) date, time and place of meeting; (iii) attendance at the meeting; (iv) declarations of Conflict of Interest or inability to exercise independent judgment; (v) the material aspects of the Committee’s deliberations relative to the subject matter

which shall be succinct, accurate and clear; (vi) precise wording of all motions; (vii) whether the motion carried but not the number of votes for and against or which

Committee member voted which way; and (viii) any objections or dissent requested by the maker to be put on record but otherwise

shall not attribute specific comments to specific individuals. (b) Circulation. Once approved by the Committee, meeting minutes shall be circulated to the

boards of both Hospice and STAR within fourteen days of the approval. (c) Retention. All Committee meeting minutes shall be retained for at least seven years.

14. Accountability. The Committee shall at all times be accountable and subject to the direction of the Hospice and STAR boards. Date Revision Effective April, 2015 Development of Terms of Reference – for

new standing committee of the Boards CKH-OCT.14/15 STAR-OCT.26/15

Aug. 28, 2017 Changed at 3.vii from Director of Hospice Services, At 5-changed six to three

CKH-Mar. 22, 2018

Nov 6, 2018 Remove Hospice Care Manager from Composition and change to seven members. 7-removed within Chatham-Kent 8d-removed “and each member of the board of each of Hospice and STAR”. 10a-removed “Members who are in conflict or unable to exercise independent judgement shall absent themselves from the

CKH – Apr. 25, 2019


39 of 110

CHATHAM KENT HOSPICE INC. ST. ANDREW’S RESIDENCE, CHATHAM BOARD OF DIRECTORS MANUAL

meeting or relevant portion thereof and shall not otherwise attempt to influence decision making”. 10c added “members present”. 11c-removed “dead votes” and replaced with “as failed motions.” 12b-Modified Administrative Support. 12c-changed independent to external. 13a-changed Secretary to Committee. 13b-Circulation worded to ensure committee approves minutes before sending to Boards. 13v-revised sentence-moved succinctly, accurately and clearly to occur at the end of the sentence. 13c-changed from Retained.


40 of 110

April 18, 2019

Notice of Intent to Change By-Law Number One

As per Article 16.1 Amendment

“Subject to the Act, a by-law or an amendment to a by-law passed by the Board shall have full force and effect from the time of the Board resolution, or from such future time as may be specified in said Board resolution.”

Draft Bylaw Ver. 4 is within your package in the consent agenda, the Governance Committee is recommending to the directors the changes to By Law # 1 as noted below:

1. Article 1.1 h-“ex officio” means membership “by virtue of office” and includes all rightsand responsibilities. Removed: and power to vote unless otherwise specified.

2. Article 2.1-Members-added: The Executive Director and the Lead Physician shall be exofficio.

3. Article 3.4-Quorum- added: or by electronic means.

4. Article 4-Vacation of Office

a. Article 4.5 a(i)- - added: Removal by Membership. Upon resolution to removethe Director, passed by at least two-thirds (2/3rds) of the votes cast by theMembers present in person or by electronic means at a meeting of Members forwhich notice specifying the intention to pass such resolution has been given to theMembership.

b. Article 4.5 a(ii)-changed from: if a Director dies.

c. Article 4.5 a(iii)-changed from: a Director resigns.

5. Article 5.7: Persons Entitled to be Present-changed Chief Executive Office to ExecutiveDirector.

6. Article 10.1-Chair of the Board (d)-removed duplicate word-“resolution”

7. Article 10.5 Treasurer: changed Audit Committee to Finance Committee.

As per Article 16.2 Member Approval “The Board shall submit all new by-laws, amendments to by-laws or repealments of by- laws, to the Members at the next meeting of the Members, and the Members may confirm, reject or amend the by-law, amendment or repeal by ordinary resolution.”

Once approved by the Directors, By-Law # 1 will be submitted to the Members for confirmation at the Members meeting of June 13, 2019.

Att. 6

41 of 110

Apr. 25, 2019- Ver. 5

CHATHAM KENT HOSPICE INC.

By-law # 1

TABLE OF CONTENTS

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 ................................................................................................................................................................... 2 2.3 Voting ............................................................................................................................................................... 2 2.4 Transferability ................................................................................................................................................. 2

ARTICLE 3 - MEETINGS OF MEMBERS ................................................................................................ 2 3.1 Location ........................................................................................................................................................... 2 3.2 Annual Meetings ............................................................................................................................................. 2 3.3 Calling Meetings .............................................................................................................................................. 3 3.4 Quorum ........................................................................................................................................................... 3 3.5 Notice ............................................................................................................................................................... 3 3.6 Votes................................................................................................................................................................. 4 3.7 Chair of the Meeting ...................................................................................................................................... 4 3.8 Adjourned Meetings of Members ................................................................................................................ 5 3.9 Notice of Adjourned Meetings ............................................................................................................................ 5 3.10 Written Resolution in Lieu of Meeting ........................................................................................................ 5 3.11 Telephonic or Electronic Meetings of Members ....................................................................................... 5

ARTICLE 4 - DIRECTORS ............................................................................................................................ 5 4.1 Composition of Board ................................................................................................................................... 5 4.2 Duties and Responsibilities ........................................................................................................................... 5 4.3 Qualifications of Directors ............................................................................................................................ 5 4.4 Director Consent to serve as a Director ...................................................................................................... 6 4.5 Vacation of Office .......................................................................................................................................... 6 4.6 Election and Term .......................................................................................................................................... 6 4.7 Nomination Procedure for Election of Directors ..................................................................................... 6 4.8 Maximum Terms ............................................................................................................................................ 7

42 of 110

4.9 Filling Vacancies ............................................................................................................................................. 7 4.10 Directors Remuneration ................................................................................................................................ 7

ARTICLE 5 - MEETINGS OF DIRECTORS ............................................................................................ 7 5.1 Meetings of Directors .................................................................................................................................... 7 5.2 Regular Meetings ............................................................................................................................................ 8 5.3 Telephonic or Electronic Meetings .............................................................................................................. 8 5.4 Notices ............................................................................................................................................................. 8 5.5 Quorum ........................................................................................................................................................... 8 5.6 Meeting of Board after Annual Meeting ..................................................................................................... 9 5.7 Persons Entitled to be Present ..................................................................................................................... 9 5.8 Voting ............................................................................................................................................................... 9 5.9 Casting Vote .................................................................................................................................................... 9 5.10 Polls .................................................................................................................................................................. 9 5.11 Written Resolutions in lieu of Meeting ........................................................................................................ 9

5.12 Consent of Director ......................................................................................................................................... 9 5.13 Adjournment of the Meeting ......................................................................................................................... 10 5.14 Notice of Adjourned Meeting ....................................................................................................................... 10

ARTICLE 6 - INTEREST OF DIRECTORS OR OFFICERS IN CONTRACTS OR TRANSACTIONS .......................................................................................................................................... 10

6.1 Declaration of Conflict................................................................................................................................... 10 6.2 General and Continuing Disclosure of Interest .......................................................................................... 11 6.3 Conflict of Interest Policy .............................................................................................................................. 12

ARTICLE 7 - PROTECTION OF OFFICERS AND DIRECTORS .................................................... 12 7.1 Liability ............................................................................................................................................................. 12 7.2 Indemnities to Directors and Others ........................................................................................................... 12 7.3 Insurance .......................................................................................................................................................... 13

ARTICLE 8 - COMMITTEES ...................................................................................................................... 13 8.1 Committees ...................................................................................................................................................... 13 8.2 Functions, Duties, Responsibilities and Powers of Committees .............................................................. 13 8.3 Committee Members, Chair .......................................................................................................................... 13 8.4 Procedures at Committee Meetings .............................................................................................................. 14 8.5 Delegation to a Committee ............................................................................................................................ 14

ARTICLE 9 - OFFICERS .............................................................................................................................. 14 9.1 Officers ............................................................................................................................................................. 14 9.2 Terms of Office ............................................................................................................................................... 15

ARTICLE 10 - DUTIES OF OFFICERS ................................................................................................... 15 10.1 Chair of the Board .......................................................................................................................................... 15 10.2 Vice Chairs ....................................................................................................................................................... 15 10.3 Executive Director ......................................................................................................................................... 15 10.4 Secretary ........................................................................................................................................................... 16 10.5 Treasurer .......................................................................................................................................................... 16 10.6 Other Officers ................................................................................................................................................. 16

43 of 110

ARTICLE 11 - ORGANIZATION AND FINANCIAL ......................................................................... 16 11.1 Seal .................................................................................................................................................................... 16 11.2 Execution of Documents ............................................................................................................................... 16 11.3 Execution of Documents (Day to Day) ...................................................................................................... 17 11.4 Banking Arrangements ................................................................................................................................... 17 11.5 Financial Year .................................................................................................................................................. 17 11.6 Appointment of Auditor ................................................................................................................................ 17 11.7 Investments ...................................................................................................................................................... 18

ARTICLE 12 - BOOKS AND RECORDS................................................................................................. 18 12.1 Books and Records ......................................................................................................................................... 18

ARTICLE 13 - CONFIDENTIALITY ....................................................................................................... 18 13.1 Confidentiality ................................................................................................................................................. 18 13.2 Board Spokesperson ....................................................................................................................................... 18

ARTICLE 14 - RULES, POLICIES AND PROCEDURES .................................................................... 18

14.1 Rules of Order ................................................................................................................................................. 18 14.2 Rules and Policies ........................................................................................................................................... 18

ARTICLE 15 - NOTICES ............................................................................................................................. 19 15.1 Notice ............................................................................................................................................................... 19 15.2 Computation of Time ..................................................................................................................................... 19 15.3 Omissions and Errors .................................................................................................................................... 19 15.4 Waiver of Notice ............................................................................................................................................. 19

ARTICLE 16 - AMENDMENT OF BY-LAWS ........................................................................................ 19 16.1 Amendment ..................................................................................................................................................... 19 16.2 Member Approval ........................................................................................................................................... 20 16.3 Repeal ............................................................................................................................................................... 20

44 of 110

By-law Number 1

CHATHAM KENT HOSPICE INC.

A by-law relating to the transaction of the activities and affairs of CHATHAM KENT HOSPICE INC (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 Not-for-Profit Corporations Act, 2010 (Ontario) and where the context

requires, includes the regulations made under it, as from time to time amended; (b) “Articles” means any document or instrument that incorporates the Corporation or modifies

its incorporating document or instrument, including restated articles of incorporation, articles of amendment, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or special legislation;

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

(d) “By-law” means this by-law of the Corporation;

(e) “Chair” means the chair of the Board;

(f) “Executive Director” means the individual appointed as Executive Director of the

Corporation; (g) “Director” means an individual elected or appointed to the Board;

(h) “ex officio” means membership “by virtue of office” and includes all rights and

responsibilities., and power to vote unless otherwise specified; (i) “Members” means members of the Corporation as described in Article 2;

(j) “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;

(k) “Rules and Policies” means a rule or a policy adopted by the Board in accordance with

section 14.2; (l) “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 or review

45 of 110

- 2 -

engagement report, election of Directors and reappointment of the incumbent auditor or person conducting review engagement; and

(m) “telephonic or electronic means” means any means, other than direct speech or writing, by

which information or data is transmitted, including telephone, fax, e-mail, automated touch-tone telephone system and computer.

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 membership shall consist of the Directors of the Corporation, and such other persons as the Board of Directors may admit. The Executive Director and the Lead Physician shall be ex officio

2.2 Fees

No fees shall be payable by the Members.

2.3 Voting

Each Member shall be entitled to one vote, with the exception of the Chair-the Chair will only vote to break a tie.

2.4 Transferability

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

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 Annual Meetings

The annual meeting of Members shall be held within six (6) months of the fiscal year end and not later than fifteen months after the last annual meeting.

46 of 110

- 3 -

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

3.4 Quorum

A majority of the Members entitled to vote present in person o r b y e l e c t r o n i c m e a n s or by proxy at a meeting of Members will may constitute a quorum. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if quorum is not present throughout the meeting.

3.5 Notice

(a) Notice of the time and place of a meeting of Members shall be given:

(i) to each Director,

(ii) to each Member entitled to receive notice, and

(iii) to the auditor of the Corporation,

by sending notice by one of the methods set out in section 15.1 addressed to such person at their most recent addresses as shown on the Corporation’s records not less than 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:

(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. (c) The Board may fix in advance a record date for determining Members entitled to receive

notice of and to vote at a meeting of the Members. The record date must be not more than fifty (50) days prior to the date of the meeting of Members. If no record date is fixed, the record date for determining Members entitled to receive notice of and to vote at Members’ meetings shall be (i) the close of business on the day immediately preceding the day on which notice is given, or (ii) if no notice is given, the day on which the meeting is held.

47 of 110

- 4 -

(d) The Corporation is not required to give notice of a Members’ meeting to Members who were not registered on the records of the Corporation on the record date determined under subsection 3.5(d).

3.6 Votes

(a) Each Member entitled to vote and in attendance at a meeting shall have the right to

exercise one (1) 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 the Act or by this By-law. (c) 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 have a second vote to break the tie.

(d) 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 defeated or not carried by a particular majority shall be proof of the fact in the absence of evidence to the contrary, provided, however any Member entitled to vote at the meeting may demand a ballot vote either before or after any vote by show of hands.

(e) If a poll is demanded on the election of a chair 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.

3.7 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 Members present if the Chair and Vice Chair(s) are absent or

unable to act. The Secretary, if one has been appointed and present at the meeting, 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.

48 of 110

- 5 -

3.8 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.

3.9 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 3.5.

3.10 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.

3.11 Telephonic or Electronic Meetings of Members

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.

Article 4 Directors

4.1 Composition of Board

The affairs of the Corporation shall be managed by such number of Directors as may be determined from time to time by special resolution, providing that at all times the number shall not be fixed at fewer than three (3) Directors. This number shall include the Past President., and those who satisfy the criteria set out in section 4.3 and who are elected by the Members entitled to vote in accordance with section 4.6 or appointed in accordance with section 4.9.

4.2 Duties and Responsibilities

The Board is responsible for the overall governance of the affairs of Chatham Kent Hospice. Individual Directors are responsible to honestly, in good faith and in the best interests of Chatham Kent Hospice and, in so doing, to support Chatham Kent Hospice in fulfilling its mission and discharging its accountabilities. 4.3 Qualifications of Directors

No person shall be qualified for election or appointment as a Director if he:

(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

49 of 110

- 6 -

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; or

(e) has the status of a bankrupt.

4.4 Director Consent to Serve as a Director

An individual elected or appointed to hold office as a Director shall consent to such election or appointment before or within 10 days after the election or appointment unless such Director has been re-elected or reappointed where there is no break in the Director's term of office. If an elected or appointed Director consents in writing after the 10 day period referred to in this section, the election or appointment is valid.

4.5 Vacation of Office

(a) The office of a Director shall be automatically vacated:

(i) Removal by Membership. Upon resolution to remove the Director, passed by at least

two-thirds (2/3rds) of the votes cast by the Members present in person or by electronic means at a meeting of Members for which notice specifying the intention to pass such resolution has been given to the Membership.

(i)(ii) if a Director diesupon the death of a Director;

(ii)(iii) Written Resignation. By the Director delivering notice of resignation in writing to the Secretary or their designate in which case, such resignation shall be effective at the time specified in the notice or at the first Board meeting following receipt of the notice by the Secretary, whichever is laterif a Director resigns; or

(iii)(iv) if the Director becomes disqualified under subsections 4.3(a) to (e) inclusive.

(b) 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. (c) 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 Election and Term

The Directors may be elected for two (2) x three (3) year terms up to six (6) years provided that such Director shall hold office until the earlier of the date on which his office is vacated pursuant to section 4.5 or until the end of the meeting at which his successor is elected or appointed. It is not necessary that all Directors elected at a meeting be elected to hold office for the same term. An election of Directors is not required to take place at each annual meeting of Members.

4.7 Nomination Procedure for Election of Directors

Nominations made for the election of Directors at a meeting of Members may be made only:

(a) by the Board in accordance with the nominating and election procedure prescribed by the

Board from time to time; or (b) in accordance with the process set out in the Act, by not less than five percent (5%) of the

Members entitled to vote at the meeting of Members at which the election is to occur.

50 of 110

- 7 -

The decision of the Board as to whether or not a candidate is qualified to stand for election shall be final.

4.8 Maximum Terms

A Director shall be eligible for re-election provided that such Director shall not be elected or appointed for a term that will result in the Director serving more than six (6) consecutive years. Such Director may also be eligible for re-election for another term or terms if one (1) or more years have elapsed since the termination of his last term. In determining a Director’s length of service as a Director, service prior to the coming into force of this By-law shall be included. Where a Director was appointed to fill an unexpired term of a Director such partial term shall be included in the calculation of the maximum years of service. Despite the foregoing, a Director may, by resolution of the Board, have his maximum term as a Director extended for the sole purpose of that Director succeeding to the office of Chair or serving as Chair. The only exception is that the outgoing Chair shall serve as “Past Chair” for one year regardless of years of service.

4.9 Filling Vacancies

So long as there is a quorum of Directors in office, any vacancy occurring in the Board may be filled by the Directors then in office, provided that a Director appointed to fill a vacancy shall be only appointed for the unexpired portion of the term of such Director’s predecessor.

In the absence of a quorum of the Board, or if there has been a failure of the Members to elect the number of Directors (or minimum number of Directors), the Directors then in office shall without delay call a meeting of Members to fill the vacancy.

So long as there is a quorum of Directors in office, Directors may appoint one or more additional Directors to hold office for a term expiring not later than the close of the next annual meeting of Members, but the total number of Directors so appointed shall not exceed one-third of the number elected at the previous annual meeting of Members.

4.10 Directors Remuneration

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such provided that a Director may be reimbursed reasonable expenses incurred by the Director in the performance of his 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 Executive Director. Meetings of the Board shall be called by the Chair or Vice Chair, or the Secretary on the direction of the Chair or Vice Chair.

51 of 110

- 8 -

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

If all the Directors have consented, a meeting of Directors or a meeting of a committee of Directors may be held by such telephonic or electronic means that permit all persons participating in the meeting to communicate adequately with each other during the meeting, and a Director participating in the meeting by those means is deemed to be present at the meeting.

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 Executive Director may call a meeting 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.

Notice of a meeting of Directors need not specify the purpose of the business to be transacted at the meeting, unless the meeting is intended to deal with any of the following matters in which case the notice must specify that matter:

(a) to submit to the Members any question or matter requiring the approval of the Members;

(b) to fill a vacancy among the Directors or in the position of auditor or of a person

appointed to conduct a review engagement; (c) to appoint additional Directors;

(d) to issue debt obligations except as authorized by the Directors;

(e) to approve any annual financial statements;

(f) to adopt, amend or repeal by-laws; or

(g) to establish contributions to be made, or dues to be paid, by Members.

5.5 Quorum

A majority of the Directors shall constitute a quorum.

52 of 110

- 9 -

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

On the invitation of the Chair or Chief Executive OfficeDirector, and with the consent of the attending members, guests may attend meetings of the Board. 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

Each Member shall be entitled to one vote, with the exception of the Chair-the Chair will only vote to break a tie.

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 defeated, shall be conclusive in the absence of evidence to the contrary.

5.11 Written Resolutions in lieu of Meeting

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 Consent of Director

A Director is deemed to have consented to a resolution passed or action taken at a meeting of the Directors or of a committee of Directors if:

(a) the Director was present at the meeting, unless,

(i) the Director's dissent is entered in the minutes of the meeting;

(ii) the Director requests that his dissent be entered in the minutes of the

meeting;

(iii) the Director gives his dissent to the secretary of the meeting before the meeting is terminated;

53 of 110

- 10 -

(iv) the Director submits his dissent immediately after the meeting is terminated to the Corporation; or

(b) the Director was not present at the meeting and within seven (7) days after becoming

aware of the resolution, the Director,

(i) causes his dissent to be placed with the minutes of the meeting; or

(ii) submits his dissent to the Corporation. A Director who votes for or consents to a resolution is not entitled to dissent under this section.

5.13 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.

5.14 Notice of Adjourned Meeting

At least twenty four (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 interest.

(b) 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;

54 of 110

- 11 -

(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.

(c) 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 becomes so interested; or

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

(d) 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 interest forthwith after the Director or officer becomes aware of the contract or transaction or proposed contract or transaction.

(e) Except as permitted by the Act, 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.

(f) If no quorum exists for the purpose of voting on a resolution to approve a contract or

transaction or proposed contract or transaction in respect of which a disclosure is required only because a Director is not permitted to be present at the meeting by reason of subsection 6.1(e), the remaining Directors are deemed to constitute quorum for the purposes of voting on the resolution.

(g) Subject to the provisions of the Act, if all Directors are required to make such disclosure, the

contract or transaction or proposed contract or transaction may only be approved by the Members.

6.2 General and Continuing Disclosure of Interest

For the purposes of section 6.1, a general notice to the Directors by a Director or officer declaring that the Director or officer is a director or officer of or has a material interest in a

55 of 110

- 12 -

person, or that there has been a material change in the Director’s or officer’s interest in the 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.

6.3 Conflict of Interest Policy

The provisions of this Article 6 are in addition to any conflict of interest policy adopted by the Board from time to time.

Article 7 Protection of Officers and Directors

7.1 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 wrongful 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 willful 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, 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 may advance money to an individual referred to in subsection 7.2(a) for the

costs, charges and expenses of an action or proceeding referred to in that subsection, but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection 7.2(c).

(c) 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

56 of 110

- 13 -

(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 conduct was lawful.

7.3 Insurance

Subject to the Act and applicable laws, including the Charities Accounting Act and the regulations made thereunder, the Corporation may purchase and maintain insurance for the benefit of an individual referred to in Section 7.2, against any liability incurred by that individual in the individual’s capacity as a director or an officer of the Corporation, or, in the individual’s capacity as a director or officer, or in a similar capacity, of another entity if the individual acts or acted in that capacity at the Corporation’s request.

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

(“Standing Committees”); and (b) special committees, being those committees appointed for specific duties whose mandate

shall expire with the completion of the tasks assigned (“Special Committees”). 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 Executive Director shall be ex officio members of all committees.

57 of 110

- 14 -

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 Delegation to a Committee

The Directors may delegate to any committee comprised entirely of Directors any of the powers of the Directors other than the following powers:

(a) to submit to the Members any question or matter requiring the approval of the Members;

(b) to fill a vacancy among the Directors or in the position of auditor or of a person

appointed to conduct a review engagement of the Corporation; (c) to appoint additional Directors;

(d) to issue debt obligations except as authorized by the Directors;

(e) to approve any annual financial statements;

(f) to adopt, amend or repeal by-laws; or

(g) to establish contributions to be made, or dues to be paid, by Members.

Article 9 Officers

9.1 Officers

The officers of the Corporation shall include:

(a) Chair of the Board;

and may include one or more Vice Chairs, a Secretary, a Treasurer, and any such other officers as the Board may by resolution determine. The officers shall be 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, except the power to do anything referred to in section 8.5. A person may hold more than one office.

58 of 110

- 15 -

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 until their successors are 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

(a) The Chair shall be appointed by the Board from among the elected Directors.

(b) 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.

(c) The Chair shall be an ex officio member of all committees of the Board.

(d) The Chair shall be appointed for a one (1) year term and shall be eligible for reappointment

provided that the Chair shall serve no longer than two (2) consecutive terms. Notwithstanding the foregoing, where a Director has served two (2) consecutive terms as Chair, the Board may, by resolution approved by two-thirds (2/3) resolution of the Board, re-appoint the then-current Chair for one (1) additional one (1) year term.

10.2 Vice Chairs

(a) 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 assigned to the Vice Chair by the Board.

(b) Where two (2) or more Vice Chairs are appointed they shall be designated First Vice

Chair, Second Vice Chair and so on. Each Vice Chair shall be appointed by the Board from among the elected Directors.

(c) 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 Executive Director

The chief executive of the Corporation shall be known as the Executive Director and shall be appointed and hired by the Board. The Executive Director shall have charge and control over the activities and property of the Corporation, shall direct the work of all of its employees, and shall attend all meetings of the Board, the Members, and any committee of the Corporation at the request of the Board or the Chair. The Executive Director shall make periodic and regular reports to the Board and shall in these reports make recommendations concerning all

59 of 110

- 16 -

questions calling for action or direction. The Executive Director shall be responsible for all employee matters, including hiring, and termination (if necessary).

10.4 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, and shall perform such other duties as may be prescribed by the by-laws or the Board.

10.5 Treasurer

The Treasurer, if appointed, shall carry out the duties of the treasurer of the Corporation generally, and shall keep or cause to be kept full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books to be kept for that purpose. The Treasurer shall chair the audit finance committee of the Board if such committee has been established, 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

1. The authorized signing officers of the Corporation for signing and executing deeds, documents,

leases, contracts , agreements and offers for purchase of realty, shall be as follows:

60 of 110

- 17 -

a. one (1) of the Chair of the Board, the Vice-Chair of the Board or an elected Director of the

Corporation(who has been designated by the Board to act as a signing officer in the absence of both the Chair and the Vice Chair of the Corporation); and

b. one (1) of the Secretary or a person appointed by the Board or the Executive Director to be in

charge to the finances of the Corporation; or

c. such persons as may be indicated by resolution of the Board.

2. No such deed, document, lease, contract, agreement, offer or undertaking shall be signed or executed by said authorized signing officers authorized under clauses (a) or (b) until the same has been formally approved and authorized to be signed by resolution of the Board or the Executive Committee.

3. Sale, mortgage, hypothecation or other disposition of real property of the Corporation shall only

be made as authorized by Special Resolution (as defined in the Corporations Act) of the Board. Sale, exchange or other disposition of goods, chattels or equipment shall only be effected when the same have become obsolete or otherwise not required or are unsuitable for the purposes of the Corporation and the same are replaced by goods, chattels or equipment to better serve the purposes of the Corporation. Such sale, exchange or other disposition of any significant or material amount shall only be effected pursuant to the approval thereof by the Board or the Executive Committee.

11.3 EXECUTION OF DOCUMENTS (DAY TO DAY OPERATION) Contracts, agreements, orders and capital equipment purchases for the operation of the Corporation, specifically included in the budget(s) approved by the Board or otherwise approved by the Board, and involving costs or liability of amounts established by resolution of the Board, may be signed on behalf of the Corporation by person(s) specifically so authorized by the Board or its Executive Committee.

11.4 Banking Arrangements 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 March 31st of each year.

11.6 Appointment of Auditor

The Members entitled to vote shall, at each annual meeting, appoint a person as auditor who meets the independence and qualifications criteria set forth in the Act, 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.

61 of 110

- 18 -

11.7 Investments

Subject to the Articles and applicable laws, and to any limitations accompanying a gift, the Board is authorized to make or receive any investments which the Board in its discretion considers advisable.

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 Act, 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 Chair or their designate shall be the public representative of the Corporation.

Article 14

Rules, Policies 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 by the Act, this By-law or the Rules and Policies adopted from time to time by the Board shall follow “Herb and Susan Perry’s Call to Order.

14.2 Rules and Policies

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

62 of 110

- 19 -

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 Executive Director 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 or consent to abridge the time for giving any notice required to be given to him, her or it under any provision of the Act, the Articles or the by-laws of the Corporation, and such waiver or consent to abridgment, 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.

Article 16

Amendment of By-laws 16.1 Amendment

Subject to the Act, a by-law or an amendment to a by-law passed by the Board shall have full force and effect from the time of the Board resolution, or from such future time as may be specified in said Board resolution.

16.2 Member Approval

63 of 110

- 20 -

(a) The Board shall submit all new by-laws, amendments to by-laws or repealments of by- laws, to the Members at the next meeting of the Members, and the Members may confirm, reject or amend the by-law, amendment or repeal by ordinary resolution.

(b) If the by-law, amendment or repeal is not submitted to the Members at the next meeting of

Members, it automatically ceases to have effect and any subsequent by-law amendment or repeal that has substantially the same purpose or effect shall not be effective until confirmed by the Members.

(c) The Members entitled to vote at the meeting may confirm the by-law as presented, reject it

or amend it. If rejected, it thereupon ceases to have effect and the Corporation shall revert to the by-law in force immediately prior thereto, provided that no act done or right acquired under any such by-law is prejudicially affected by any such rejection or refusal to approve. If approved, or approved as amended, the by-law remains effective in the form in which it was confirmed.

16.3 Repeal All previous by-laws of the Corporation related to the subject matter of this By-law are repealed upon the enactment of this By-law. Such repeal shall not affect the validity of any act done or right or privilege, obligation or liability acquired or incurred under such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this By-law and all resolutions of the Directors or Members of the Corporation with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this By-law and until amended or repealed.

Amendments to By-Law Number One, ver.4 Passed by the Members of the Board of Directors the 18th Day of June 2018 as By-Law Number One, ver. 4 _____________________________________ ____________________________________ DAVID GARY MACKO, CHAIR LYNDA RUSH, SECRETARY Original Date: September 24, 2013 Reviewed/Revised: July 23, 2014/Jan. 20, 2015 Oct.14, 2015/May 23, 2018 Apr. 25, 2019/

64 of 110

of 3

Participants 4/9 6/6 14/14 14/14 10/11 9/9Mar2

2,18

May24,18

Sep.13,18

Oct.25

2018 Nov 22,18 Feb.28/19

1

eeti g epa atio : eBoard package was distributed in a timely manner. This helped me prepare for the meeting giving me sufficient notice.

9.0 9.5 9.8 9.6 9.9 8.8

2

Meeting Preparation: The content of the Board package was accurate, complete, easy to read and understand and contained the necessary information for the meeting

7.5 9.7 9.4 9.1 9.6 9.3

3

Meeting Effectiveness:Leadership of the Chair: The Board Chair managed the meeting in an effective manner, providing for reasonable input of the Board.

8.8 9.7 9.6 9.6 9.6 9.1

4

Meeting Effectiveness : Satisfaction with the use of my time: As a Board member I felt that my time at the meeting was used effectively and valued.

8.8 9.5 9.7 9.6 9.5 9.2

5

Meeting Appropriateness – I am satisfied the items on the agenda were relevant to the focus of the board work of Chatham-Kent Hospice.

8.8 9.7 9.8 9.6 9.8 9.0

OVERALL AVERAGE 8.6 9.6 9.7 9.5 9.6 9.1

CHATHAM KENT HOSPICE INC.BOARD MEETING EVALUATION FEEDBACK

AVERAGE RATING

8.6

9.6

9.7

9.5

9.6

9.1

7.8 8.0 8.2 8.4 8.6 8.8 9.0 9.2 9.4 9.6 9.8

MAR22,18

MAY24,18

SEP.13,18

OCT.25

2018

NOV 22,18

FEB.28/19

Overall Meeting Average

Att. 7

65 of 110

COMMENTS

January 25, 2018Even though it took extra time, I appreciate the fact that the chair did not rush either the staff introductions or the reflection, well done Why does this mtg start at 4pm when others start at 5pm?

March 22, 2018No need to print everything Budget was well presented, allowed lots of time for discussion

24-May-18

Would like to see the agenda & relevant documents added to the meeting invite as attachments rather than sending in email. This is an effective way for people to find the information without an extra email and just an updated invite.

Sept. 13, 2018

Move this evaluation to onlineGood info presented & discussedThe meetings flow nicely and stay on track. Effective use of timeVery informative & on trackGreat Job!Great MeetingYou did great Dave!

October 25, 2018Meeting preparation received a 2- the governance package was incompleteMeeting is well run and I feel my time is valuedHappy to be able to join by phone when away was a bit hard to hear everyone however a good option to participate in the meeting.Would have liked to have reviewed the strategic plan in advance

November 22, 2018Great Meeting

February 28, 2019

Would have been nice to have a look at the budget before the meeting.Please put board package page numbers on/beside each agenda item.Great meeting

66 of 110

Chatham Kent Hospice Volunteer Advisory Committee Report April 18, 2019

The Volunteer Advisory Committee met March 12th. The dashboard is attached to this report. The Volunteer count has varied at times but as always there is still interest in volunteering at the Hospice. As of the time of this meeting Melanie had 8 people signed up for interviews. Some hours are also down at this time of year as some regular volunteers travel to warmer climates. Presently we are in need of reception volunteers.

The Volunteer Appreciation Event is to take place on June 8th at the Retro Suites. We had received so many good comments from the Volunteers who attended last year that we were very happy to be able to do this again. Our theme will be “Volunteers lift our community”. Administration and staff will also be invited. We are very excited about celebrating our volunteers. Our guest speaker will be Michael Lewis. Melanie has heard him speak before and he has spoken to Hospice volunteers in previous engagements. Both Retro Suites and our speaker have taken into account that this is a volunteer event when looking at pricing and we are very grateful.

The Volunteer Engagement Survey will go out in June of this year. Survey Monkey will be used as well as hard copies as needed. We will review the results at our September meeting.

The Committee members were informed that Accreditation application submission will be delayed until next March so we have more time to work on the information we will submit. Some things will change for the Volunteer requirements and Melanie was reviewing this as the information comes in.

Att. 8

67 of 110

Volunteer Dashboard

ACTIVITY April MAY JUNE JULY AUG SEPT OCT NOV DEC

# of active volunteers 193 190 200 199 196 200 203 199 197# of other volunteers ( applicants and inactive) 82 82 75 78 88 91 90 101 101

# of resigned volunteers( active) 4 4 2 2 1 3 0 0 0average length of time as applicant(reviewed bi-

annually)147 172

# of volunteer hours 1096 1039 869 988 890 1039 1072 1277 925# of volunteer interviews 8 10 11 5 4 14 4 8 7

Indirect Volunteer Service CountKitchen 415 304 168 304 341 297 320 287 298

Reception 362 366 260 383 344 336 359 342 332Housekeeping 2 31 2 43 26 28 10 14 16.5

Gardening 0.5 7.42 117.83 13 9 17 5 0 0Direct Volunteer Service Count

Complementary Therapy 12.5 2.5 26 20 15 16 8 10Direct Support Volunter 123 90 68 94 67 91 129 70 81Comfort Care Volunteer 42 34 21 25 23 33 23 37 38

Pet Therapy 6.3 5.58 2.33 5 5 1 3 5.5 4Statistics (review annually)

# of volunteers 18-21 11# of volunteer 21-30 16

# of volunteers 31-50 34# of volunteer 51-65 83

# of volunteers 66 and over 52average age 54

# of dutch speaking volunteers 3# of filipino speaking volunteers 0# of finnish speaking volunteers 1# of french speaking volunteers 11

# of german speaking volunteers 2# of italian speaking volunteers 2

# of macadonian speaking volunteers 1# of polish speaking volunteers 1

# of spanish speaking volunteers 6

Volunteer# of volunteer complaints 0 0 0 0 0 0 0 0 0

# of volunteer incidents 1 0 0 0 0 0 0 2 0Orientation and Training

# of volunteers attending orientation n/a n/a 10 n/a n/a 12 n/a n/a 10# of volunteers attending education session 30 15 n/a n/a 26 n/a n/a

# of volunteer attending annual reviews n/a n/a 86 n/a n/a n/a n/a 60# of volunteers attending socials 67 0 0 n/a n/a n/a 76

# of volunteers attending volunteer appreciation 73 0 0 n/a n/a n/a# of volunteer attending volunteer meetings 7 4 6 0 0 12 14 17

68 of 110

Resident and Family Advisor Volunteer Role Description

Location: 34 Wellington St. E

Purpose of the

Role:

The Resident and Family Advisor collaborates with the Hospice to bring direct resident and family perspectives to influence policies, programs and practices that affect quality care and services that people receive at Chatham-Kent Hospice. They act in a spirit of collaboration and a philosophy of appreciative inquiry striving to ensure exemplary palliative care experiences every time. This volunteer role is advisory in nature. An Advisor seeks to inform a process, while an Advocate seeks to ensure a particular outcome

Who will the volunteer report

to:

Care Manager is the primary contact answering questions and assisting with support issues and needs arising from the role. Volunteer Coordinator will support the recruitment/interview and orientation of the Advisors as well as maintain all documentation and ongoing training for this role.

Key Tasks and

Responsibilities:

• Participate in interviews for new staff hires and volunteers • Participate in the Volunteer Advisory Committee and/or the

Quality Committee, providing input on proposed or current standards, strategies, issues, programs, practices, policies and procedures.

• Respond to requests for participation in new areas of need identified by stakeholders

• Share their Hospice experiences in a manner that is helpful to others for the benefit of future residents and their families, their work in this role is never about their own experience

• Maintains confidentiality and privacy of residents, volunteers, employees, and families at all times

• Share their story at a meeting and/or event (eg. New staff/volunteer orientation to build empathy and understanding of the resident/family experience

Knowledge, Skills and

Experience:

• A passion for enhancing the palliative care experience for residents and families

1

69 of 110



• Able to share insights and information about their experiences to help evolve programs, services and hospice priorities in a group setting

• Good listener • Respects other people's opinions and perspectives • Open to see beyond their own personal experience • Able to promote the image and mission of Chatham-

Kent Hospice through positive interaction with staff, physicians, volunteers and the community

Screening and training

requirements:

• Must have been a family member of a resident at

Hospice, and have sufficiently resolved personal grief in order to remain objective

• Must participate in an interview, 2 reference checks, police information check

• Must complete orientation and training specific to the role which includes orientation to Board and Committee Training

Time Commitment:

• Must be able to commit to one year of service, including

regular attendance to committee meetings

Health and

Safety:

Volunteers are responsible and accountable for:

• Compliance with workplace policies and procedures for risk identification, risk assessment and risk control

• Active participation in activities associated with the management of workplace health and safety

• Identification and reporting of health and safety risks, accidents, incidents, injuries and property damage at the workplace

• Correct utilization of appropriate personal protective equipment.

Benefits of the

Position:

• Work as part of a dedicated team in a supportive

environment

2

70 of 110



This role description has been designed to indicate the general nature and level of work performed by volunteers within this classification. It is not designed to

contain or be interpreted as a comprehensive inventory of all duties, responsibilities and qualifications required of volunteers assigned to the role.

I acknowledge that I have reviewed and understand the responsibility of the position outlined above.

Name:______________________________Date:______________________________

• Enhance the quality of program and services for residents and their families

• Satisfaction of giving back to the community

Authority for

Decision making:

• The volunteer can make decisions within the framework of

the duties outlined above. Any other requests for service, advice or support from residents, family members or other staff should be taken to the Care Manger. If the volunteer has any doubts about any duty this should also be discussed.

3

71 of 110

Att. 9


Briefing note

Approval of Investment Policy


As per HPCO standard 00.GOV.2h

“Organizations with investable assets over $100,000 must have an investment policy setting out asset allocation, procedures for investments, and asset protection issues.”

The Finance Committee has developed the policy to meet this obligation.

CKH-F1-Investment Policy is included in the meeting package for your review, and is being recommended for approval in the Consent agenda.

If you have any questions regarding the agreement, please do not hesitate to contact Dave Macko or Jessica Smith prior to the meeting.

72 of 110

CHATHAM KENT HOSPICE INC. BOARD OF DIRECTORS MANUAL

SUBJECT: Investment Policy SECTION: Finance

POLICY NO: CKH-F1 HPCO Standard: OO.GOV.2.10

EFFECTIVE DATE: April 25, 2019 REVIEWED/REVISED: New Policy

1. Policy

1.1. Chatham Kent Hospice Inc. has limited funds for investment as bulk of funds areheld and invested by the Chatham-Kent Hospice Foundation. Investable funds would consist of surplus funds in the daily banking account.

1.2 The Investment policy will be implemented in concert with the other governance and financial polices of Chatham Kent Hospice Inc. and is intended to support the goals and strategies contained in these related policies and in strategic and operational plans.

2. Procedure

2.1. The Board of Directors is responsible for the way Chatham Kent Hospice investsits funds. Any investments must be authorized by a resolution of the Board of Directors.

2.2. When funds are invested, the Finance Committee is responsible for receiving reports from management quarterly on any investment holdings and returns

2.3. Authorized investments

i. Investment accounts will be maintained with an investment dealer orbank, and must be approved by a resolution of the Board of Directors.

ii. No investment of funds in Fixed Income Funds shall place the principleamount at risk, and a guaranteed rate of return must be assured.

iii. Investments shall only be made in low risk securities. Investments maybe made in low risk Canadian Fixed Income instruments.

iv. Allowable investments vehicles for Fixed Income Investments shallinclude Guaranteed Investment Certificates, Treasury Bills, High InterestSavings Accounts, Zero-Based Bonds, and shall be limited to bondsinsurer rated AA and above. The best possible rate of return available, onthe date of deposit, shall be obtained.

2.4 An investment report shall be prepared quarterly, reviewed by the ED and initialed as evidence of the review.

3. Reference and Related Statement of Policy and Procedure

3.1. None noted

Chatham Kent Hospice Inc. CKH-F1-Investment Policy 1 of 2

Att. 873 of 110


Date Revision Effective

Feb. 12, 2019 Development of Investment Policy April 25, 2019

Chatham Kent Hospice Inc. CKH-F1-Investment Policy 2 of 2

74 of 110

Att. 10


Briefing note

Approval of Memorandum of Understanding

Between Chatham Kent Hospice Inc.

And Chatham-Kent Hospice Foundation


The Hospice/Foundation Joint Board Committee has developed a MOU and will be presenting to the Board on April 25, 2019 for discussion and approval.

The draft MOU is attached to the package for your review prior to the meeting.

75 of 110

MEMORANDUM OF UNDERSTANDING THIS MOU is dated March ___, 2019.

BETWEEN:

CHATHAM KENT HOSPICE INC. (“Hospice”)

- and -

CHATHAM-KENT HOSPICE FOUNDATION (“Foundation”) WHEREAS: A. Hospice is an Ontario non-share capital corporation, incorporated under the

Corporations Act (Ontario), having the following objects:

To establish and operate a hospice which will offer care for terminally ill persons by providing the following: • Support services for terminally ill persons, including palliative nursing care,

housekeeping, and meal preparation; • Respite to persons caring for terminally ill persons by providing such

services as palliative nursing care, housekeeping, and meal preparation to terminally ill persons;

• Counseling to those affected by the death of terminally ill persons cared for at the hospice; and

• Educational programs, including courses, seminars, conferences and meetings, for the training and skill development of professionals, employees and volunteers of the hospice, relating to the provision of palliative nursing care, housekeeping, meal preparation, and counseling services.

B. Foundation is an Ontario non-share capital corporation incorporated under the

Corporations Act (Ontario), having the following objects:

• To receive and maintain a fund or funds and apply all or part of the principal and income therefrom from time to time to Chatham Kent Hospice Inc. or to any charity registered under the Canada Income Tax Act which benefits the premises, facilities, programs, services, operations, training, human resources, research initiatives or any other aspect from time to time of Chatham Kent Hospice Inc. or which facilitates the provision of end of life care or palliative services in the Municipality of Chatham-Kent, Ontario.

C. Hospice and Foundation wish to document their ongoing commitment to individually

and jointly meeting the objects of each Corporation (the “Project”). NOW THEREFORE in consideration of good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, THE PARTIES AGREE AS FOLLOWS:

76 of 110

1.0 INTERPRETATION 1.1 Meaning of Terms. The following terms shall have the meanings set out below when

used in this MOU or any other document made or delivered pursuant to this MOU, unless otherwise defined or indicated or the context requires otherwise:

(a) “Cause” includes the below listed circumstances:

(i) The subject party is in default of a material obligation under this MOU or a Shared Service Agreement. Material obligations include: failing to comply with the law; and failing to maintain insurance as required by this MOU or any Shared Service Agreement.

(ii) The subject party is in default of a material obligation under this MOU or any Shared Service Agreement and fails to remedy such default within a period of fifteen (15) days of the other party providing notice to the party with respect to such default.

(iii) The subject party is in repeated default (three or more times) in the performance of any of its obligations (whether the same or different obligations) under this MOU or any Shared Service Agreement which obligations are not alone considered material.

(iv) The subject party receives a directive, order or such other communication from the government or a material funder requiring the party to cease fulfilling its commitments or obligations under this MOU or any Shared Service Agreement.

(v) The subject party becomes bankrupt, insolvent, or a receiving order is made against it.

(vi) The subject party ceases to operate.

(b) “Confidential Information” means all information that is of a confidential or proprietary in nature regardless of whether it is identified as confidential or proprietary or not, and whether recorded or not, and however fixed, stored, expressed or embodied.

(c) “Conflict of Interest” includes, but is not limited to, any situation or

circumstance where the other commitments, relationships or financial interests of a party (i) could or could be seen to exercise an improper influence over the objective, unbiased and impartial exercise of its independent judgement; or (ii) could or could be seen to compromise, impair or be incompatible with the effective performance of its obligations under this MOU or any Shared Service Agreement.

(d) “Disclose” means to grant access to release or make information available.

(e) “Foundation” has the meaning given at the top of page 1. (f) “Hospice” has the meaning given at the top of page 1. (g) “Joint Shared Service Committee” has the meaning given in subsection

6.3(a).

449548/1 Memorandum of Understanding – Execution Copy Pg. 2 of 29

77 of 110

(h) “LHIN” means Erie St. Clair Local Health Integration Network.

(i) “MOU” means this memorandum of understanding including the schedules and

any amendments made in accordance with this memorandum of understanding.

(j) “Personal Information” means information about an identifiable individual within the scope of any applicable privacy law.

(k) “Project” has the meaning given in recital C.

(l) “Proprietary Information” means any information (whether in written,

electronic, verbal or other form) which Hospice or Foundation Discloses to the other including any information relating to its financial and business affairs, operations, processes, plans or intentions, know-how and/or information systems unless such information was known to Hospice or Foundation as the case may be prior to such Disclosure and the same can be demonstrated by such party with clear convincing evidence or if such information is now or later becomes part of the public knowledge without violation of this MOU.

(m) “Shared Service” means when Hospice and Foundation collaborate to provide a service including through: mutual assistance agreements e.g. emergency support; shared staffing and professional service agreements; inter-organization service agreements e.g. purchase and sale of services between organizations; group buying and collective tendering agreements; back office consolidation agreements; and other resource sharing agreements.

(n) “Shared Service Agreement” means the written agreement with respect to a

Shared Service.

1.2 Interpretation. Interpretation of this MOU shall be subject to and in accordance with

the following:

(a) Number. Unless the context requires otherwise, words importing the singular include the plural and vice versa.

(b) Gender. Unless the context requires otherwise, words importing gender include

all genders.

(c) Include, Etc. Whenever the words “include”, “includes” or “including” (or similar terms) are used they are deemed to be followed by the words “without limitation”.

(d) Internal References. Unless something in the subject matter or context is

inconsistent therewith, references in this MOU to a page, article, section, subsection, paragraph, clause or schedule are to the applicable page, article, section, subsection, paragraph, clause or schedule of this MOU.

(e) Time. Any reference to a time shall be Chatham, Ontario time.


78 of 110

(f) Statute References. Any reference to any statute shall include regulations

promulgated thereunder and unless otherwise expressly stated, be deemed to be a reference to such statute or regulation as amended, restated or re-enacted from time to time.

(g) Governing Law. This MOU shall be governed by and construed in accordance

with the laws of the Province of Ontario and the laws of Canada applicable therein.

2.0 CONTENT 2.1 Recitals. The recitals are incorporated into and form part of this MOU. Each party

acknowledges and confirms the accuracy of the recitals. 2.2 Schedules. The following schedules are incorporated into and form part of this MOU:

(a) Code of Conduct.

(b) Hospice/Foundation Joint Board Committee Terms of Reference.

(c) Insurance Requirements. (d) Request/Transfer of Funds (e) Metrics Requirements (f) Use of Space

2.3 Additional Schedules. The following schedules shall from time to time be

incorporated into and form part of this MOU:

(a) Existing Shared Services. Hospice and Foundation shall forthwith document any existing Shared Services by way of Shared Service Agreements which agreements shall be added to this MOU as schedules.

(b) New Shared Services. In accordance with subsection 6.1(b), Hospice and

Foundation shall document any arrangements from time to time for any new Shared Services prior to implementation by way of Shared Service Agreements, which Shared Service Agreements shall be added to this MOU as schedules.

3.0 NATURE OF MOU 3.1 Purpose. The purpose of this MOU is to establish a cooperative framework between

Hospice and Foundation to facilitate ongoing operations of the Project and the efficient and effective program delivery in connection therewith.


79 of 110

3.2 Binding. This MOU shall be binding on the parties and ensure to the benefit of their successors, executors, administrators and their permitted assigns.

3.3 Entire MOU. This MOU constitutes the entire agreement between the parties

pertaining to the subject matter of this MOU and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this MOU (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this MOU.

3.4 Severability. Any provision of this MOU which is prohibited or unenforceable in any

jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this MOU, all without affecting the remaining provisions of this MOU or affecting the validity or enforceability of such provision in any other jurisdiction.

3.5 Amendment. No modification or amendment to this MOU may be made unless agreed

to by each of the parties in writing. 4.0 REPRESENTATIONS AND WARRANTIES 4.1 Hospice. Hospice hereby represents and warrants that:

(a) Valid Existence. Hospice is a validly existing legal entity with full power to fulfil its obligations under this MOU.

(b) No Infringement. In fulfilling Hospice’s obligations under this MOU, Hospice

will not infringe the rights of any third party. 4.2 Foundation. Foundation hereby represents and warrants that:

(a) Valid Existence. Foundation is a validly existing legal entity with full power to fulfil its obligations under this Agreement.

(b) No Infringement. In fulfilling Foundation’s obligations under this Agreement,

Foundation will not infringe the rights of any third party. 4.3 Notice if No Longer Valid. Each of Hospice and Foundation undertake to immediately

provide notice to the other if during the currency of this MOU any of its above representations and warranties cease to be true.

5.0 ROLES 5.1 Roles of Hospice and Foundation. Recognizing that the Project is dynamic and

evolving and may be subject to third party requirements, such as for example requirements of the LHIN, which requirements may also be dynamic and evolving, Hospice and Foundation shall from time to time adjust their respective roles as necessary and appropriate but otherwise orient themselves so that Hospice assumes


80 of 110

governance of the Project and Foundation, while continuing with the governance of its existing programs also assumes a supportive and facilitatory role with respect to the Project, building on common perspectives and shared interests. More specifically Hospice shall be responsible for the development of a strategic plan for the Project including mission and vision and within the confines of the laws of the land shall define the structures, functions and processes (the framework) by which it will undertake such mission and strive to achieve such vision in collaboration with Foundation.

6.0 COMMITMENTS 6.1 Collaborate. Hospice and Foundation hereby commit to work collaboratively on the

Project and with respect to the efficient and effective program delivery in connection therewith. More specifically, through the collaboration tools listed in section 6.3, including the Hospice/Foundation Joint Shared Service Committee:

(a) Identify Shared Service Opportunities. Hospice and Foundation shall

collaborate to identify Shared Service opportunities. In connection with any Shared Service opportunities under consideration, Hospice and Foundation shall each identify the objectives that it wishes to achieve in connection therewith and together Hospice and Foundation shall assess whether their respective objectives are aligned, recognizing that aligning objectives is a necessary pre-condition to creating successful, sustainable Shared Service Agreements.

(b) Document Shared Service Agreements. As Shared Services are from time to

time identified that the parties wish to pursue, Hospice and Foundation shall undertake negotiations with a view to concluding a formal agreement (“Shared Service Agreement”) that fairly reflects the objectives of each of them, recognizing that mutual benefit is a necessary condition to creating successful, sustainable Shared Service Agreements. Until such time as a formal agreement is executed and delivered, there shall be no binding legal relationship between the parties with respect to the Shared Service and neither of the parties shall acquire any legal rights or incur any legal obligations with respect to the Shared Service by virtue of having signed this MOU.

(c) Establish Performance Metrics. Hospice and Foundation shall establish the

metrics by which the effectiveness of the related Shared Service Agreement shall be measured and the sources of and responsibility for related data collection.

(d) Report on Performance Metrics. Hospice and Foundation shall also establish

the timing of and responsibility for reporting on performance metrics.

(e) Analyse Reports. Each of Hospice and Foundation shall analyse performance metric data changes and trends against baselines and targets and together determine if there are any Shared Service issues that need to be addressed and relative priorities.


81 of 110

(f) Responding. Hospice and Foundation shall together determine any required action plan to respond to any identified Shared Service Agreement performance issues and shall ensure implementation of any such plan.

6.2 Adhere to Code of Conduct. Hospice and Foundation shall each adhere to and cause

their respective representatives involved in carrying out their respective commitments and obligations pursuant to this MOU or any Shared Service Agreement to adhere to, the Code of Conduct as set out in the Code of Conduct Schedule.

6.3 Collaboration Tools. To facilitate collaboration as contemplated by this MOU:

(a) Hospice/Foundation Joint Board Committee. The boards of Hospice and Foundation shall each pass a resolution approving the establishment of a joint committee (the “Joint Shared Service Committee”) as per the Joint Shared Service Committee Terms of Reference Schedule.

(b) Joint Strategic Planning and Risk Management. To the extent that is

relevant to this MOU and/or any Shared Service Agreements, Hospice and Foundation shall integrate their annual strategic planning and annual risk management exercises.

(c) Joint Operational Planning. To the extent that is relevant to this MOU and/or

any Shared Service Agreements, Hospice and Foundation shall integrate their annual operational planning exercises.

6.4 Duty to Notify and Consult. Each organization covenants to notify, consult with, and

seek representations from the other prior to affecting any material change in respect of any Shared Service provided and/or the employment of employees of either organization.

7.0 CONFIDENTIALITY AND PRIVACY PROTECTION 7.1 Proprietary Information. Neither Hospice nor Foundation shall make use of any

Proprietary Information of the other except for the specific purposes of this MOU and any Shared Service Agreements and shall hold all information in strict confidence and shall not disclose the same unless the party obtains the prior written consent of the other or such disclosure is required by law.

7.2 Personal Information. The parties shall cooperate as reasonably necessary to effect

compliance with applicable privacy law in connection with any collection, use or disclosure of any Personal Information.

7.3 Safeguards. Each party shall take steps that are reasonable in the circumstances to

ensure that all Proprietary Information and/or Personal Information is protected against theft, loss and unauthorized use or Disclosure and ensure that the records containing the information are protected against unauthorized copying, modification or disposal. Without limiting the generality of the foregoing:

(a) Physical Measures.


82 of 110

(i) such information shall not be stored in a place outside of the parties’ control or in a place outside of Canada, nor shall any party permit access to such information from outside Canada;

(ii) the parties shall prohibit their representatives from moving such information to a place outside their control;

(iii) the parties shall ensure that such information is not left in open areas (clean desk policy); and

(iv) the parties shall store all such information in a manner that guards against unauthorized access.

(b) Organizational Measures.

(i) the parties shall limit disclosure of such information to their representatives on a need-to-know basis and only as required to carry out their individual duties;

(ii) the parties shall require all representatives having access to such information to in writing acknowledge and agree to keep the same confidential and to comply with applicable privacy law obligations; and

(iii) the parties shall ensure that their security measures to prevent unauthorized access to such information are defined and documented.

(c) Technological Measures.

(i) for such information in electronic form, the parties shall develop and apply secure password and encryption protocols.

7.4 Notification of Unauthorized Disclosure. Each party shall notify the other

immediately if any Proprietary Information or Personal Information is stolen, lost or accessed by unauthorized persons or if compelled by law to disclose the same.

7.5 Return. All Proprietary Information to which this MOU applies shall immediately be

returned from one party to the other upon receipt of any request in that regard. 8.0 RECORDS 8.1 Keep Records. Each of Hospice and Foundation shall keep written records

evidencing:

(a) Legal Compliance. Legal compliance activities undertaken by it that arise in connection with this MOU and/or any Shared Service Agreements.

(b) Obligation Fulfillment Activities. Activities undertaken by it in fulfillment of its

obligations under this MOU and/or any Shared Service Agreements.

(c) Representative Experience and Qualifications. Details of the experience, qualifications and training of its representatives involved in the performance of and fulfillment of its obligations pursuant to this MOU and/or any Shared Service Agreements.


83 of 110

(d) Revenues and Expenses. All revenues generated and expenses incurred in connection with the performance of its obligations under this MOU and/or any Shared Service Agreements.

(e) Other. Any other item or matter reasonably requested by one party of the other.

8.2 Records not to be destroyed. All records required to be kept shall be maintained by

the relevant party and not disposed of during the currency of this MOU or of any Shared Service Agreement and for at least seven years after any expiry or other termination of the same.

8.3 Access. During the period in which they are required to be kept, each party shall

provide to the other any records requested within seven days of any such request. The parties’ obligations under this section shall survive any termination of this MOU and/or any Shared Service Agreement.

9.0 INSURANCE 9.1 Types and Amounts of Insurance. Each of Hospice and Foundation shall carry and

maintain insurance as set out in the Insurance Schedule and such additional types and amounts of insurance as may reasonably be requested from time to time by the other party. All such policies shall be issued by an insurer licensed to carry on insurance business in the Province of Ontario.

9.2 Certificate of Insurance. Each of the parties shall provide to the other a certificate of

insurance providing full details of its insurance coverage from time to time as requested by the other party.

9.3 Notice of Claims. In the event that a person is injured and/or events occur through or

connected with a party’s performance of its obligations under the MOU or any Shared Service Agreements which could form the basis of a claim, the party shall forthwith deliver notice of the same to the other party.

10.0 INDEMNITY 10.1 Indemnity in Favour of Hospice. Foundation shall defend, indemnify and hold

harmless Hospice, its directors, officers, employees, agents and the heirs and assigns of the aforementioned persons or bodies, from and against all liabilities, losses, suits, claims, obligations, demands, costs, sums, actions, damages and expenses (including legal, accounting and other professional fees and charges) suffered or incurred by any one or more of them by reason of:

(a) any inaccuracy in any representation or warranty made by Foundation in this

MOU or any Shared Service Agreement;


84 of 110

(b) any negligent acts or omissions of either Foundation or those for whom Foundation is responsible including employees, agents and subcontractors; and/or

(c) default, breach or violation of the terms of this MOU or any Shared Service

Agreement by either Foundation or those for whom Foundation is responsible including employees, agents and subcontractors.

10.2 Indemnity in Favour of Foundation. Hospice shall defend, indemnify and hold

harmless Foundation and its directors, officers, employees, agents and the heirs and assigns of the aforementioned persons or bodies, from and against all liabilities, losses, suits, claims, obligations, demands, costs, sums, actions, damages and expenses (including legal, accounting and other professional fees and charges) suffered or incurred by any one or more of them by reason of:

(a) any inaccuracy in any representation or warranty made by Hospice in this MOU

or any Shared Service Agreement;

(b) any negligent acts or omissions of Hospice or those for whom Hospice is responsible including employees, agents and subcontractors; and/or

(c) default, breach or violation of the terms of this MOU or any Shared Services

Agreement by either Hospice or those for whom Hospice is responsible including employees, agents and subcontractors

10.3 Survival. The indemnity obligations in this MOU shall survive termination of this MOU. 11.0 TERM AND TERMINATION 11.1 Term. The term of this MOU shall continue indefinitely until terminated pursuant to the

terms of this MOU. 11.2 Termination. This MOU and/or any Shared Service Agreement may be terminated

without liability, damage, cost, penalty or further obligation as follows:

(a) At Convenience. By either party for any reason or no reason whatsoever upon giving the other at least one hundred eighty days’ notice.

(b) Cause. For Cause immediately upon giving notice to the other party.

11.3 Consequences of Termination. In the event of termination the parties shall cooperate

and do all things necessary to avoid disruption and to facilitate a smooth transition. 11.4 Survival. Notwithstanding any other provision the indemnity obligations set out in

article 10 and any other provisions in this MOU which by their terms or nature survive termination, shall survive the expiry or other termination of this MOU and continue in full force and effect.


85 of 110

12.0 COMMUNICATIONS 12.1 No Public Communications without Approval. The parties shall not make any public

communications to any third parties about the other and/or this MOU or any Shared Service Agreement, whether or not such communications involve Proprietary Information, such as in the case of a press release for example, without the prior consent of the other.

12.2 Notices. Unless otherwise expressly provided, all notices, requests, demands or other

communications required or permitted to be given by one party to another shall be given in writing by personal delivery, by mailing the same by prepaid mail, or sent by email as follows:

To Hospice: Chatham Kent Hospice Inc. 99 Park Street Chatham, ON, N7M 3R5 Attention: Executive Director Email: [email protected] To Foundation: Chatham Kent Hospice Foundation 34 Wellington St E Chatham, ON, N7M 3N7 Attention: Executive Director Email: [email protected] or at such other address as may be given by any one of them to the other in writing as

aforesaid from time to time, and such notices, requests, demands, acceptances and other communications shall be deemed to have been given and received as follows:

(a) if made by personal delivery, when delivered;

(b) if sent by prepaid mail, on the fourth business day following the date of mailing;

(c) if transmitted by email, one day after the time of sending.

In the event of disruption of normal postal service, notice may be made by delivery or

email only. 12.3 Time For Response to Communications. Each party shall acknowledge the

communications of the other within seven days and otherwise respond to the substance of such communications in a timely manner.


86 of 110

13.0 DISPUTE RESOLUTION 13.1 Application. Any dispute between the parties with respect to the interpretation or

application of any provision of this MOU or any Shared Service Agreement or with respect to the performance by either party of any of its commitments or obligations thereunder shall be resolved as provided in this article.

13.2 Informal Resolution. Recognizing that disputes can be an opportunity for learning and

improvement the parties shall use their best efforts to resolve disputes on an informal basis by encouraging the individuals directly involved in the dispute to discuss, explore and implement a resolution with respect to the same.

13.3 Hospice/Foundation Joint Board Committee. If a dispute cannot or is unlikely to be

resolved informally as per section 13.2 either party may refer the matter to the Hospice/Foundation Joint Board Committee without notice at any time. The dispute resolution process at this stage shall be subject to and in accordance with the following:

(a) The Hospice/Foundation Joint Board Committee shall initially meet to address

the matter within ten days of receiving the notice specified in 13.3 and thereafter shall meet as often as is reasonably required to gather and analyze any information relevant to the resolution of the dispute.

(b) All reasonable requests made by one party to the other which reasonably relate

to the dispute, shall be honoured in order that each of the parties may be fully advised of the other’s position.

(c) The Hospice/Foundation Joint Board Committee shall work to resolve the

dispute by facilitating related discussions and negotiations between the parties. 13.4 Arbitration. If after thirty days from the date of referral to the Joint Shared Service

Committee the dispute has not been resolved either party may refer the matter to the arbitration subject to and in accordance with the following:

(a) Arbitrator. The dispute shall be determined by a single arbitrator who shall be

agreed to by the Parties within fifteen (15) days of referral of the matter to arbitration provided that if the parties cannot agree upon an arbitrator, then either party may apply to have an arbitrator appointed by a Judge of the Ontario Superior Court.

(b) Arbitration. Arbitration shall proceed in accordance with the provisions of the

Arbitrations Act (Ontario).

(c) Decision. The decision arrived at by the arbitrator shall be final and binding and no appeal shall lie therefrom.

13.5 Costs. The parties agree that each party shall bear its own costs in connection with

any dispute resolution.


87 of 110

13.6 Continued Performance. To the fullest extent possible both parties shall continue to adhere to their commitments under this MOU and perform their respective obligations under any Shared Service Agreements while any dispute resolved in accordance with this Article.

14.0 COSTS 14.1 Each Party to Fund Own Obligations. Each party shall bear the cost of fulfilling its

own obligations under this MOU. 15.0 MISCELLANEOUS 15.1 Further Assurances. The parties agree to do or cause to be done all acts or things

necessary to implement and carry into effect this MOU and/or any Shared Service Agreement to its full extent.

15.2 Force Majeure. No party shall be liable for damages caused by delay or failure to

perform its obligations under this MOU and/or any Shared Service Agreement where such delay or failure is caused by an event beyond its reasonable control. If a party seeks to excuse itself from its obligations under this MOU and/or any Shared Service Agreement due to a force majeure event, that party shall immediately notify the other party of the delay or non-performance, the reason for such delay or non-performance and the anticipated period of delay.

15.3 Waiver. A waiver of any default, breach or non-compliance under this MOU and/or any

Shared Service Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. The waiver by a party of any default, breach or non-compliance under this MOU and/or any Shared Service Agreement shall not operate as a waiver of that party’s rights under the same in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

15.4 Successors and Assigns. This MOU may not be assigned by either party without the

consent of the other. Any amalgamation or change of control of a party shall be deemed to be an assignment.

15.5 Counterparts. This MOU may be executed in any number of counterparts, each of

which will be deemed an original, but all of which together will constitute one and the same instrument.

15.6 Electronic Signatures. Counterparts may be executed either in original, faxed or

scanned form and the parties adopt any signatures received by a facsimile or scan as original signatures of the parties.


88 of 110

IN THE WITNESS WHEREOF this MOU has been executed as of the date first above written. SIGNED SEALED AND DELIVERED ) CHATHAM KENT HOSPICE INC. ) C/S ) Per: ) Signature↑ ) Print Name→ ) Office Held→ ) ) Per: ) Signature↑ ) Print Name→ ) Office Held→ ) ) I/We have authority to bind the Corporation. ) ) ) CHATHAM KENT HOSPICE FOUNDATION ) C/S ) Per: ) Signature↑ ) Print Name→ ) Office Held→ ) ) Per: ) Signature↑ ) Print Name→ ) Office Held→ ) ) I/We have authority to bind the Corporation. )


89 of 110

SCHEDULE A: CODE OF CONDUCT

CONTENTS 1. What is the Code of Conduct? 5. When does the Code Apply? 2. Why a Code of Conduct? 6. Responsibility and Consequences. 3. Guiding Principles 7. Who Can Help Me With the Code? 4. Who Does the Code Apply To? 8. Ensuring Effectiveness of the Code.

1. WHAT IS THE CODE OF CONDUCT? This Code of Conduct (the “Code”) outlines the principles that guide our decision-making and our actions and interactions, as we carry out our work. It lets the community know what to expect from us, and lets us know what we can expect from one another. 2. WHY A CODE OF CONDUCT? Our community looks to us to provide services for its most vulnerable members. Community members entrust us with their lives. They share their most personal information with us. How we make decisions and how we interact with members of our community and with one another impacts our ability to provide quality services, it shapes our reputation, and sets the tone of our work environment. 3. GUIDING PRINCIPLES Our Code of Conduct is principles-based (in contrast to rules-based). It does not answer every question that is going to come up, as we cannot create rules that cover all possible situations. Rather, our Code of Conduct articulates a set of principles to inform individual discretion. It is designed to promote ethical decision-making and behaviour - guide us to do the right thing. Our guiding principles are as follows: • Integrity. We abide by both the letter and spirit of the law. We act diligently, fairly and

honestly. We avoid Conflicts of Interest but if and when they do arise, we resolve them in the best interests of Hospice and Foundation. We use Hospice’s and Foundation’s resources responsibly and not for personal use.

• Respect. We treat people with respect, compassion and fairness. We recognize the richness that diversity contributes to our environment and we meet the related challenges believing in the worth and potential of every individual. We do not tolerate discrimination. We encourage varying opinions and manage disputes respecting differences and in a manner that fosters a culture of continuous improvement. We do not engage in harassment or any other abusive behaviours. We protect individual privacy and we do not collect, use or disclose personal information without proper purpose and authority.


90 of 110

• Ethical. We are ethical in our decision making. When we recognize that we are faced with a challenging ethical decision we collect the necessary information and consider what is right, legal and fair, without rationalizing. We weigh the ethical pros and cons and consider the long-term impact of our decisions, consulting as appropriate and working to strike the right balance.

• Professional. We maintain a professional, safe and supportive working environment where

teamwork is encouraged and valued and confidentiality is protected. We proactively anticipate and embrace challenges and manage them effectively in a constructive manner. We are responsive, polite and courteous in our interactions. We speak clearly, listen actively, and use appropriate words, tone and body language.

• Accountability and Transparency. We are accountable for what we do and our accountability is ensured by transparency. We owe it to our community not to just do our jobs well, but to be honest and open about what we do. We document our actions and decisions. We maintain accurate records and are responsive to inquiries. We take responsibility for our decisions and actions and learn from our mistakes.

4. WHO DOES THE CODE APPLY TO? This Code of Conduct applies to everyone who acts on behalf of Hospice and/or Foundation in the fulfillment of obligations under the memorandum of understanding or any Shared Service Agreement between them, including: • Hospice/Foundation Joint Board Committee. • All levels of administration of each of Hospice and Foundation. • Hospice and Foundation staff including trainees and volunteers. • Hospice and Foundation board members. 5. WHEN DOES THE CODE APPLY? This Code of Conduct applies to day-to-day workplace interactions. In some situations, this may be outside our normal place of work or working hours – for example, at work functions, after-hours work activities, public forums including social media and when we represent Hospice and/or Foundation in the community. 6. RESPONSIBILITY AND CONSEQUENCES Everyone covered by this Code of Conduct is expected to abide by it. Thus it is important to be aware of your responsibilities and to ask questions if in doubt. If you become aware of a violation of this Code of Conduct you should report it. In the case of Hospice/Foundation Joint Board Committee members to the committee chair or if the committee chair is involved to the vice-chair. In the case of staff, students, trainees and volunteers, violations should be reported to the most immediate, uninvolved manager. In the case of board members, violations should be reported to the relevant president or if the president is involved to the relevant vice-president. No one will suffer consequences for making a report in good faith and any related retaliation will not be tolerated. A breach of the Code of Conduct will be considered a serious matter. Consequences will vary with severity and will be determined in accordance with the law and contractual parameters governing your relationship with Hospice and/or Foundation as the case may be.


91 of 110

7. WHO CAN HELP ME WITH THE CODE? If you have questions or concerns about this Code of Conduct or wonder what to do in a particular situation, please speak with: • In the case of Hospice/Foundation Joint Board Committee members, the chair of the

committee. • In the case of staff, students, trainees and volunteers, the most immediate manager. • In the case of Directors, the president of the relevant board or if the president is not available,

the vice-president of the relevant board. 8. ENSURING EFFECTIVENESS OF THE CODE? The Hospice/Foundation Joint Board Committee shall monitor and review our Code of Conduct regularly and shall continue to seek the input of our stakeholders. The Hospice/Foundation Joint Board Committee shall make recommendations to the boards of directors of each of Hospice and Foundation and such boards shall together revise the Code from time to time to ensure it remains relevant, properly maintained and administered, supported by suitable education and accompanied by appropriate processes. By my signature below, I: • Acknowledge receipt of a copy of the Code of Conduct. • Confirm that I understand the contents of the Code of Conduct. • State that I have been in compliance with the Code of Conduct. • Commit to continue applying the Code of Conduct.

DATED this __________ day of _________________________________, 20_____.

Signature ↑ Print Name→


92 of 110

SCHEDULE B: HOSPICE/FOUNDATION JOINT BOARD COMMITTEE

TERMS OF REFERENCE 1. Establishment. By these terms of reference the, “Joint Board Committee” (the “Committee”) is

established as a standing committee of the boards. 2. Name. The name of the Committee shall be the, “Hospice/Foundation Joint Board

Committee.” 3. Structure.

(a) Composition. There shall be eight members of the Committee as follows: (i) One shall be the Chair of Hospice, or delegate (ii) One shall be the Chair of Hospice Foundation, or delegate (iii) One shall be the Vice Chair of Hospice, or delegate (iv) One shall be the Vice Chair of Hospice Foundation, or delegate (v) One shall be a Director of Hospice (vi) One shall be a Director of Hospice Foundation (vii) One shall be the Executive Director of Hospice (viii) One shall be the Executive Director of Hospice Foundation Each member of the Committee shall be subject to removal by the person or group who designated such member at any time.

(b) Chairperson. The Chairperson and Vice Chairperson will be decided at the first

meeting of the fiscal year and remain for that year. Both positions cannot be held by the same organization. The Chairperson shall chair meetings of the Committee or in the absence of the Chairperson, the Vice-Chairperson.

4. Mandate. The Committee shall assist Hospice and Hospice Foundation by:

(a) Collaborative Culture - oversee the development and maintenance of a collaborative

culture between the two organizations (b) Communication – facilitate communication between the two organizations as well as

oversee public communication to any third parties (c) Other - Undertake such other activities as may be directed from time to time by the

boards of each of Hospice and Hospice Foundation

5. Frequency of Meetings. The Committee shall meet as often as is required in order to fulfil its mandate but not less than two times in any twelve month period.

6. Calling of Meetings. Meetings of the Committee may be called by the Chairperson or any three voting members of the Committee.

7. Place of Meetings. Meeting venue of the Committee shall be determined as needed by a

majority of the Committee.

8. Meeting Agenda – Executive Directors will set the agenda.


93 of 110

9. Notice. Notice of meetings of the Committee shall be subject to and in accordance with the following: (a) Responsibility. The Chairperson shall give or cause to be given the required notice. (b) Amount. At least two days’ notice (exclusive of the day on which the notice is

delivered or sent but inclusive of the day for which notice is given) shall be given. (c) Content. Include the date, time and place, as well as a description of the nature of the

business to be transacted. (d) To Whom Given. Given to each member of the Committee. (e) Regular Meetings. The Committee may appoint a time and day or days in any month

or months for regular meetings of the Committee and in respect of such regular meetings no notice need be otherwise given.

10. Attendance and Participation. The below listed individuals shall be entitled to attend

Committee meetings as follows:

(a) Members. Members of the Committee shall be entitled to attend all Committee meetings and shall be entitled to participate by being heard (verbally or in writing), debating and voting in accordance with these Terms of Reference, except in situations in which the member has a Conflict of Interest or inability to exercise independent judgment (other than the inherent conflict of interest or bias that exists given their association with Chatham Kent Hospice Inc. and of Chatham-Kent Hospice Foundation as the case may be).

(b) Directors. Directors of Chatham Kent Hospice Inc. and of Chatham-Kent Hospice Foundation beyond those designated as members of the committee shall be entitled to attend all meetings of the Committee in a non-voting capacity.

(c) Invited Guests. Invited guests shall be entitled to attend all meetings of the

Committee, on invitation of the Chairperson or with the consent of the meeting members present. Invited guests shall not be entitled to participate in Committee meetings by voting or debating but shall be entitled to participate by being heard (verbally or in writing), if recognized by the Chairperson.

11. Transaction of Business. Transaction of business of the Committee shall be subject to and

in accordance with the following:

(a) Quorum. A minimum of two board members representing each organization shall form a quorum. One of the board members must be either the Chair or Vice Chair from the respective organization.

(b) Means of Meetings. A meeting of the Committee may be held by such telephone,

electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A member participating in the meeting by those means is deemed to be present at the meeting.


94 of 110

(c) Voting. The three directors from Hospice and three directors from Hospice Foundation shall be entitled to one vote each. Questions arising at any Committee meeting shall be decided by a majority of votes. Tie votes will be considered as failed motions.

12. Resources.

(a) Financial. All requests from time to time for financial support of the Committee shall be made in advance by the Committee to the boards of each of Hospice and Hospice Foundation.

(b) Administrative Support. If requested, the Committee shall be supported by

Administration who shall not be a voting member. The role of Administrative Support is to support the committee during the process, including minutes of meetings.

(c) External Advisors. The Hospice/Foundation Joint Board Committee may engage

external advisors provided it obtain the approval of the boards of each board of Hospice and the board of Hospice Foundation in advance.

13. Records.

(a) Minutes. The Committee shall keep or cause to be kept minutes of all Committee

meetings which shall include the following: (i) name of the Committee; (ii) date, time and place of meeting; (iii) attendance at the meeting; (iv) declarations of Conflict of Interest or inability to exercise independent judgment; (v) the material aspects of the Committee’s deliberations relative to the subject

matter which shall be succinct, accurate and clear; precise wording of all motions.

(vi) whether the motion carried but not the number of votes for and against or which Committee member voted which way; and

(vii) any objections or dissent requested by the maker to be put on record but otherwise shall not attribute specific comments to specific individuals.

(b) Circulation. Committee meeting minutes shall be circulated to Committee members

and to the boards of each of Hospice and Hospice Foundation with the next Board meeting package.

(c) Retention. All Committee meeting minutes shall be retained for at least seven years. 14. Accountability. The Committee shall at all times be accountable and subject to the

direction of the Hospice and Hospice Foundation boards.


95 of 110

SCHEDULE C: INSURANCE REQUIREMENTS

Each party shall arrange and maintain in full force and effect during the Term and any renewals thereof, at its own cost and expense:

(a) comprehensive general liability insurance, professional liability insurance and property insurance, each of which shall include, without limitation: (i) coverage for a limit of not less than Five Million Dollars per occurrence including

personal injury, death or property damage; (ii) a clause that names the other party as an additional insured; (iii) a cross liability insurance clause; (iv) contractual liability; (v) abuse liability; and

(b) a clause requiring the insurer to provide thirty days’ prior written notice to the other party in the event of the termination, expiry or variation of the insurance policy.


96 of 110

SCHEDULE D: REQUEST/TRANSFER OF FUNDS

1. Annual Fiscal Budget – In completing their annual fiscal budget, Hospice will consult with the Foundation with regards to their annual deficit. Once the funding gap has been established, the amount will be reviewed by the Foundation to ensure it is attainable. Once the Hospice budget is approved, the Foundation will include the agreed upon deficit amount in its annual budget as a donation to Hospice. The donation will be paid on a quarterly basis.

2. Additional Fund Requests – Additional requests for funds shall be presented by Hospice to the

Foundation Finance Committee for review who will then present to the Foundation Board for approval.


97 of 110

SCHEDULE E: METRICS REQUIREMENTS

It is acknowledged that communications is the core measure of success for this MOU. With that in mind, the following actions shall to take place to ensure a constant flow of information.

1. Hospice and Foundation will share its annual impact report with the respective organization on an annual basis.

2. Executive Directors for both organizations will provide an update to the respective

organization at the regularly scheduled board meetings or as requested.

3. Executive Directors will meet with each other on a regular basis to share relevant information.


98 of 110

SCHEDULE F: USE OF SPACE

1.1 Grant and Related Inclusions. CK Hospice hereby grants to the CK Hospice Foundation (the “Licensee”) the right and license to use those parts of the Premises indicated in Appendix 1 with the “Inclusions” indicated in Appendix 2 during the Term, subject to and in accordance with the following:

(a) Uses. The Licensed Space and Inclusions shall be used by the Licensee for the uses

indicated on Appendix 1 and no other uses. For greater clarity, the Licensee shall have a positive obligation to use the Licensed Space for the permitted uses on a continuous and regular basis.

(b) Standard of Care. The Licensee’s use of the Licensed Space and the Inclusions shall

be to the standard of a prudent owner.

(c) Legal Compliance. The Licensee shall at all times comply with all federal, provincial, municipal and other laws, regulations and codes which are in any way applicable or related.

(d) Safety. The Licensee shall at all times comply with all safety standards and best

practices which are from time to time applicable or relevant.

(e) Notice of Hazard. If any safety-related factor, hazard or condition becomes evident to the Licensee, the Licensee shall immediately notify CK Hospice verbally and as per the notification provision set out in subsection 11.1(b).

(f) No Improvements, Alterations or Repairs without Consent. The Licensee shall not

carry out any improvements, alterations or repair work to the Licensed Space and/or Inclusions without the prior written consent of CK Hospice, which consent may be unreasonably withheld or delayed or be made subject to such conditions as CK Hospice determines in its sole discretion appropriate.

(g) Inspection. CK Hospice shall be entitled at any time and from time to time on notice to

the Licensee to inspect the Licensed Space and the Inclusions and the Licensee shall not be entitled to any compensation in connection with any such inspection.

(h) No Sublicensing or Assignment. The Licensee shall not be permitted to sublicense

the Licensed Space or Inclusions or in any way assign this Agreement. A change in control of the Licensee shall be deemed to be an assignment.

1.2 Standard of Licensed Space and Inclusions. CK Hospice provides no representations,

warranties or guarantees with respect to the Licensed Space and Inclusions. The Licensed Space and Inclusions are on an as is, where is basis and may be subject from time to time, such as in the case of services, to disruption. The Licensee shall not hold or attempt to hold CK Hospice liable for any loss or damage in any way connected to or relating to the Licensed Space and/or Inclusions.


99 of 110

2.0 LICENSEE PERSONNEL

2.1 Licensee Personnel Not Employees of CK Hospice. All Licensee personnel from time to time shall be under the control and direction of the Licensee and shall not be employees or agents of CK Hospice.

2.2 Special Requirements Relating to Personnel Entering Premises. The Licensee shall

ensure that any and all of its personnel entering onto the Premises shall:

(a) Identification. Have identification visibly displayed on their person that has been issued by the Licensee, verifying at a minimum: the name of the Licensee; the name and photograph of such personnel; job function, and the date of issuance of the identification document.

(b) Screening. Have passed any reasonable screening requirements from time to time

established by CK Hospice, such as for example screening for convictions for a Criminal Code offence for which a pardon has not been granted.

(c) Training. Participate in training sessions as determined reasonably necessary from

time to time by CK Hospice for the safe and effective operation of the Premises.

(d) Policies and Procedures. Comply at all times with all reasonable policies and procedures from time to time established by CK Hospice for the safe and effective operation of the Premises.

(e) Professionalism. Conduct themselves with professionalism and as part of that, be

respectful of all others using or being served from the Premises. 2.3 CK Hospice Entitlement to Object to Specific Personnel. CK Hospice shall at any and all

times be entitled to object to any specific Licensee personnel entering onto the Premises, if in the opinion of CK Hospice such personnel reasonably represent a disruptive or safety risk, in which case the Licensee shall ensure that such personnel do not so enter. 2.4 Complaint Management. In the event of a complaint which is in any way connected to or

involving the Licensee including its personnel, the Licensee shall co-operate and cause its personnel to cooperate as necessary to reasonably manage the complaint, including participating in such complaint management processes as directed by CK Hospice.

3.0 PAYMENT OBLIGATIONS 3.1 License Fee. The Licensee shall pay to CK Hospice the License Fee as detailed in Appendix

2. 4.0 TERM AND TERMINATION 4.1 Term of License. Subject to early termination or extension or renewal, the license herein

granted shall commence and end on the dates indicated in Appendix 1 (the “Term”).


100 of 110

4.2 No Tacit Renewal. In the event that the Term ends without the execution and delivery of a new Agreement or without protest by CK Hospice with respect to the continued use of the Licensed Space and Inclusions by the Licensee, then the Licensee shall be deemed to be subject to a month to month license upon the same terms and conditions as are set forth in this Agreement insofar as the same are relevant to a month to month license.

4.3 Optional Termination. The parties shall have the option to terminate this Agreement as follows:

(a) Government Directive. If CK Hospice becomes subject to any urging, direction or order of any material funder or government or government like entity having jurisdiction or influence over CK Hospice and the implications of such are adverse to the continuance of this Agreement, CK Hospice shall have the option to terminate this Agreement without liability, damage, cost or further obligation, providing it gives the Licensee notice of such termination within ninety days of being subject to such urging, direction or order.

(b) Termination of STAR Lease. In the event that the STAR Lease is terminated for any

reason, CK Hospice shall have the option to terminate this Agreement without liability, damage, cost or further obligation, providing it gives the Licensee notice of such termination within thirty days of it having received notice of termination of the STAR Lease.

(c) Damage to the Premises. In the event of damage to the Premises which makes

continuance of this Agreement materially impracticable or inconvenient to a party, then that party may terminate this Agreement upon notice to the other, without liability, damage, cost or further obligation to either party.

(d) Outcome Expectations Not Met. In the event that the outcome expectations in connection

with this Agreement are not met, then CK Hospice shall have the option to terminate this Agreement without liability, damage, cost or further obligation, on thirty days’ notice to the Licensee.

(e) Material Default. In the event a party is in default of a material obligation under this

Agreement and fails on notice from the non-defaulting party to cure the same within fifteen days, then the non-defaulting party shall have the option to terminate this Agreement without liability, damage, cost or further obligation, upon notice to the defaulting party.

(f) Repeated Immaterial Default. In the event a party has repeatedly (three or more times)

been put on notice of default in the performance of any of its obligations (whether the same or different obligations and whether material or not) then the non-defaulting party shall have the option to terminate this Agreement without liability, damage, cost or further obligation, upon notice to the defaulting party.

(g) Criminal Offence. If the Licensee, a director of the Licensee and/or any key personnel

of the Licensee is/are convicted of a Criminal Code offence, CK Hospice shall have the option to terminate this Agreement without liability, damage, cost or further obligation, immediately upon notice to the Licensee.

(h) Insolvency. If the Licensee is or becomes insolvent, CK Hospice shall have the option

to terminate this Agreement without liability, damage, cost or further obligation, immediately upon notice to the Licensee.


101 of 110

(i) At Convenience. Either party may terminate this Agreement without liability, damage, cost or further obligation, upon six months’ notice to the other.

4.4 Consequences of Termination. In the event that this Agreement is terminated, the Licensee

shall forthwith coordinate its vacation of the Premises with CK Hospice, so as to leave the Licensed Space in the state in which it was received, excepting normal wear and tear, and to minimize the disruption of such vacation.

4.5 Survival. Notwithstanding any other provision the indemnity obligations set out in part 9.0 and any other provisions under this Agreement which by their terms or nature survive termination, shall survive the expiry or other termination of this Agreement and continue in full force and effect.


102 of 110

Appendix 1 – PREMISES AND LICENSED SPACE

1. Municipal Address: 34 Wellington St., Chatham, Ontario 2. Term: The Term shall commence upon occupancy of the Premises, once construction has been

completed and subject to early termination or extension, the Term shall end five years from the commencement date.

3. Permitted Uses for Licensed Space: Hospice, palliative care and bereavement support

related programing and services.

Inclusion Yes No 1. Reception services x 2. Utilities x 3. Furnishings Millwork – built in cabinets x 4. Equipment Telephone x

Photocopier x Television x Computers x Kitchen Appliances x Ontario Telemedicine Network x

5. Janitorial Licensee exclusive use areas at all times. x Licensee exclusive use areas at specified times. x Licensee non-exclusive use areas. x Licensee use or access permitted at any time. x Licensee entitled to use subject to CK Hospice priority

use. x

6. Nutrition/Food x 7. Maintenance work x 8. Repair work x 9. Parking x


103 of 110

Appendix 2 – LICENSE FEE

1.1 Covenant to Pay Rent The Licensee hereby covenants to pay to Chatham-Kent Hospice One Dollar ($1.00) per

annum as Basic Rent to the Landlord during the Term. Chatham-Kent Hospice hereby acknowledges receipt of advance Basic Rent payment of Five Dollars ($5.00). There shall be no further Basic Rent of any nature or kind payable during the Term. Basic Rent for any Extended Term shall be paid in accordance with the terms agreed to be reached by the parties acting reasonably prior to the commencement of any Extended Term.


104 of 110

Quality DimensionIssue

Measure Indicator Current PerformanceTarget Planned Improvement

Initivatives Methods Process Measures Target for Process Measures1. Analyse incident report data for trends

1. Quality RN to review date and provide summary to working group.

Data Summary from 2017 and 2018

Oct-18

2. Engage staff to identify methods to improve safety in medication administration.

1. Working group to mapcurrent state of medication administration procedures incuding transcribing, receiving from pharmacy, administering process. 2. Workinggroup to review current best practice principles and develop plan to implement change into current practice.3. Pilot suggested changes by working group4. Evaluate changes in process.

A compiled list of recommended changes

Jun-19

3. Update Medication Management Policies to reflect changes to practice.

1. Working group to updaterelevant medication management policies to reflect changes to practice and submit for approval to be released

Current medication management policies reflective of current practice.

Sep-19

1. Clearly define "complaint" and outline process for reporting.

1. Collect information fromother healthcare organizations re: compaint definitions and policies. 2. Develop suggested definition and process and bring to quality committee to review and make suggestions.

An outlined definition of complaint and policy outlining the process for reporting

Jan-19

2. Update and finalizeFeedback and Complaint Policy outlining proper procedure.

1. Review current draft of feedback and complaint policy and update with new definition and changes in process as outlined above.

Updated Feedback and Complaint Policy

Apr-19

3. Employee Education 3. Provide education to employee's at monthly staff meeting re: feedback and complaint process.

Employees demonstrating understanding and compliance with policy

Jun-19

1. Update care plan resources 1. Clinical resource nurse to update care plan resources to include possible interventions from all domains and organize them according to domains to make resource easier to use by the front line staff

Clinical resources reflect all domains of care

Dec-18

2. Finalize and Release draft Care Plan Policy

1. CM and ED to finalize changes to the draft care plan policy and release

Care Plan Policy that alligns with HPCO Standards

Dec-18

3. Staff Education 1. Clinical resource nurse to complete 1-1 education with front line staff. 2. Education to be reinforced at monthly team meeting.

Employees demonstrating understanding and complioance with policy

Dec 2018-Feb 2019

4. Chart Champion Committee

1. Form a chart ChampionCommittee with representatives from all disiplines to audit files 2. Chart Champion committeerepresentative will share results of audits at monthly meeting to inform staff of progression towards goals.

Ongoing compliance monitoring Jun-19

1.Implement Fall Prevention Program and Policy

1. Quality RN to develop fall prevention program and policy based on best practice guidelines

Fall Prevention Policy Oct-18

2. Incease availablity and useof fall prevention methods.

1. CM/ED/CRC advocating forfunding for fall safety equipment including chair alarms

Accessible Fall Prevention Equipment

Feb-18

3. Staff Education 1. Education at monthly teammeeting re: fall prevention

Employees demonstrating understanding and compliance with program

Apr-19

2. Resident Satisfaction Resident/Family Complaints

# of Resident/Family Complaints Received

2018- 1 Documented resident complaint

2017- 2 Documented Complaints

<2% of Resident Population (HPCO

Standards)

Medication Incidents # of reported medication incidents

that impacted the resident

2017- 16 Medication Incident Reported, 81%

Impacted Resident. 2018- 30 Medication Incidents Reported,

50% Impacted Residents.

A 10% reduction from 2018 in

Medication Incidents Impacting Residents=

<40% of Reported Medication Incidents Impacting Residents.

1. Resident Safety

4. Resident Safety Resident Falls # of Resident Falls 2017- 8 reported falls 2018- 7 reported falls

<5 reported falls

3. Care Plans All Residents require Care Plans addressing the

7 domains of Issues Associated with Illness

and Bereavement (Canadian Hospice

Palliative care Association, 2002)

Chart Audits- # of audited charts with

care plans addressing all 7 domains.

No Benchmark 80% of all Resident's medical records wil contain care plans addressing the 7 Domains of Issues

Chatham Kent Hospice Quality Improvement Plan Att. 11105 of 110


Briefing note

Discussion

Executive Committee Relevance


Various scenarios are posed for consideration:

1. Has Executive Committee of the board evolved enough since opening Hospice that itsrole is less imperative?

FOR: Cttee helps Board to manage ‘crisis events’ if prompt decisions are required and convening a Board meeting is impractical

AGAINST: Board has various means to facilitate discussion if necessary, through electronic or in person meetings due to a crisis event

2. Risk Oversight

Consider this area is vital to ensure compliance and succession, should this not be the role of the entire Board to engage in discussion and planning?

3. Strategy

Monitoring and renewal of strategic plan in addition to the Board’s annual work plan is a key function of the Board to map and manage growth of Hospice

4. Relationships and Partnerships

The Board has one employee who reports to it- the ED. Should the entire Board not have an interest in informing the decisions on compensation, evaluation, and development?

Culture of our partnerships- STAR, Foundation, Physicians, LHIN, other key stakeholders: It is in the interest of the Board to help enhance and foster these relationships. Directors have their own backgrounds and perspectives- gleaning positive ideas from a larger group can give us a broader lens to more effectively leverage and develop these partnerships.

Att. 12

106 of 110

Consider that an exec committee that meets at the call of the chair in times of crisis could be a way the committee evolves.

Reassigning the workplan items will require more work from selective committees, already with full agendas.

Longer Board meetings will likely result- particularly if there are fewer meetings- i.e. possibly 8 annually or bi-monthly?

Risk of dealing with a ‘weak’ Board Chair- could inhibit progress, growth, set the organization back.

107 of 110


Subject: Executive Committee Terms of Reference

Section: Governance

Terms of Reference Number: CKH-TOR2 HPCO Standards: OO.GOV.1.01-1.19

Effective Date: Feb. 28, 2019 Reviewed: Oct. 10, 2018

Revised Date: Nov. 8, 2018

Role: 1. The Executive Committee;

a. Provide support, guidance and direction to the Executive Directoras required.

b. Oversee board management and discipline,c. Monitor stakeholder relations, both internal and external,d. Oversee, review and make recommendations to the Board

concerning management’s risk management processes,e. Initiate and continually monitor the strategic planning of the

organization.2. The Executive Committee has the authority to act and make decisions on

behalf of the Board in situations where the matter is of an urgent natureand it is not feasible for the Board to meet. The decision will be reportedat the next Board meeting.

Responsibilities: 1) ED Evaluation & Compensation• Participate in the recruiting, selection, evaluating and the recommendation

of appointment of an ED including;1. Develop and review of the position description and evaluation process;2. Establish the ED’s contractual agreements;3. Develop and monitor succession plans for the ED;4. Annually administer the performance review of the ED;5. Approve the development plans of the ED;6. Appoint a temporary/interim ED, if need be.7. Ensure succession plan is in place for other critical positions.

2) Board Discipline• Conduct investigations into potential conflicts of interest and make a final

determination on whether any potential conflicts exists.

Chatham Kent Hospice Inc. Executive Committee Terms of Reference 1 of 3

Att. 12108 of 110


3) Stakeholder & Community Connections • Ensure the process for the Annual Meeting of Chatham Kent Hospice is

carried out. • Develop and recommend to the Board, policies relating to the agency’s

relationship and co-operation with other allied agencies, government healthcare agencies and other organizations concerned with palliative and life-threatening illness.

• Develop and recommend to the Board, strategies for more effective communication within the organization and with other stakeholders within the community network.

4) Board Management • Develop and recommend to the Board, the Board’s annual work plan • The committee is responsible for the organization of productive Board

meetings through setting agendas and ensuring timely reports and motions.

5) Internal Controls and Risk Management • Oversee, review and make recommendations to the Board concerning

management’s risk management processes; • Identify unusual risks and oversee management’s plan to address unusual

or unanticipated risks and make recommendations to the Board; and’ • Review and make recommendations concerning the quality and integrity of

management’s internal controls.

6) Strategic Planning • Initiate a strategic planning process to be undertaken with Board

involvement and eventual approval of the Board; • Make recommendations regarding the implementation of the strategic plan. • Measure and monitor the implementation of the Strategic Plan. Suggest

indicators to ensure the Strategic Plan achieves targets, • Evaluate opportunities and recommend partnerships and strategic alliances

that improve services, enhance program performance, and integrate service delivery.

Committee Composition and Quorum Board Chair Board Vice-Chair Board Past Chair Finance Chair Governance Committee Chair Quorum for the committee shall be 50% of the Directors on the committee.

Chatham Kent Hospice Inc. Executive Committee Terms of Reference 2 of 3

109 of 110

CHATHAM KENT HOSPICE INC. BOARD OF DIRECTORS MANUAL Resources (shall not have a vote) Executive Director Invited Advisor Meetings Meetings will be held at the call of the Chair. Meetings will follow Perry’s Rules of Order. 1 Professional Support: If required, the Committee shall be supported by Administration who shall be Secretary of the Committee, but shall not be a voting member. The role of the Secretary is to support the committee during the process, including minutes of meetings. Date Revision Effective July 23, 2014 Development of Terms of Reference July 23, 2014 Jan. 5, 2016 Review of document, format changed.

Membership revised to include Quorum, removed Construction Committee Chair. Ex-Officio members renamed Resources-removed St. Andrew’s Residence from Executive Director Title. Renamed Director of Hospice Services, and added Invited Advisor.

Mar. 23, 2017

Nov. 8, 2018 Role rewritten, added evaluating to first point of Ed Evaluation & Compensation, removed Address issues of Conflict of Interest from Board Discipline, replaced agencies with stakeholders to third bullet of Stakeholder & Community Connections, and removed “Assist in the development of communication strategies for stakeholders”. Removed “review of insurance coverage” from Internal Controls and Risk Management. Removed program plans from bullet 2 and 3 of Strategic Planning. Added a text reference to Herb Perry’s Rules in Meetings.

Feb. 28, 2019

1 Call to Order, Meeting Rules and Procedures for Non-Profit Organizations-Herb Perry and Susan Perry, Second Edition Chatham Kent Hospice Inc. Executive Committee Terms of Reference 3 of 3

110 of 110

CHATHAM KENT HOSPICE INC. BOARD MEETING Thursday, …...Apr 25, 2019 · ESC LHIN Amending...

Documents

Transcript of CHATHAM KENT HOSPICE INC. BOARD MEETING Thursday, …...Apr 25, 2019 · ESC LHIN Amending...