RESOLUTIONS OF THE BOARD OF DIRECTORS

OF

THE VAUGHAN HEALTH CARE FOUNDATION

(the "Foundation")

APPOINTMENT OF OFFICERS GXECUTIVE COMMITTEE)

RESOLVED THAT the following persons are hereby appointed as officers of the corporation who shall serve as its Executive Committee, in the capacity indicated below:

Mr. Michael DeGasperis, Chair Mr. Angelo Baldassarra, Vice Chair Mr. Lou Greenbaum, First Vice President Mr. Quinto Annibale, Secretary Mr. Robert Bradbury, Treasurer

The foregoing resolution is hereby consented to by all the directors of the Foundation th pursuant to the provisions of the Corporations Act, this I I day of September ,2007 .

Michael DeGasperis, Chair

Quinto M. Annibale, Secretary

Schedule

"A"

BY.LAW NO.2
being aby-law amending By-Law No. 1 of

THE VAUGHAN HEALTH CARE FOI]NDATION

(the "Corporation")

By-Law No. I of the Corporation is amended as follows:

1.

That section2.l be repealed and the following substituted and adopted in their place and

stead as follows:

*2.1

Members

The Members of the Corporation shall be, ex-officio, the elected Directors of the Corporation."

2.

That the following be added as section 6.9:

"6.9

ExecutiveCommittee

(a)

The Executive Committee shall be consist of the following:

(i) (ii) (iii) (iv) (v) (vi) O) (c)

the Chair;
the Vice-Chair;

the First and Second Vice-Presidents; the Secretary; the Treasurer; and
the President, non-voting."

A majority of the Executive Committee members shall constitute

quorum. The Executive Committee shall:

(i) (ii) _
TOR_P2Z:26141'7'7.1

meet once every month or at such other times as may be required; exercise the full powers of the Board in all matters and provide periodic reports to the Board; and

(iii)

be responsible to the Board for making such policy decisions as are necessary in respect to the general management, operations and

maintenance of the Foundation between meetings of the Board in all matters arising out of the normal day to day operations of the Foundation, and report thereon to the next meeting of the Board."

3.

That section 7.1(1) be deleted and replaced with the following:

The Board shall annually elect a Chair of the Board, Vice-Chair of the Board, First Vice-President, Second Vice-President, Secretary and Treasurer at the meeting immediately following each annual meeting of the Foundation. The President will be an ex officio non-voting member of the Board. The officers shall have the duties prescribed in these By-laws or as otherwise established by the Board." The foregoing By-law No. 2 is passed by a majority of vote of the board of directors of the Corporation pursuant to the provisions of paragraph 11.1(l).
Dated the 1lft day of September, 2007.

"(1)

Chair

Secretary

The foregoing By-law No. 2 is confirmed by the members of the Corporation entitled to vote pursuant to the provisions ofparagraph 1 1.1(5).
Dated the 1lft day of September, 2007.

Chair

Secretary

TOR-P2Z:2614177.1

Osler, Hoskin & Harcourt LLp

APPENDIX C

Ost-ER
Memorandum
To:

Privileged & Confidential

Board of Directors The Vaughan Health Care Foundation

Date:

Jvne 12,2007

c:
From:

Michael Watts, Osler

Tel: 416.862.6760

Kathy O'Brien

Subjecfi For Consideration: Excluding Individuals with

Affiliations to other Health Service Providers from Board Foundation By-Iaws, Section 4.3 6'Qualification of Directors".

Matter

No:

1101926

Potential for Conflict of Interest. I understand that there are many potentials for conflict of interest at the board level of the Foundation and other Vaughan Health Campus of Care organizations. For example, the Foundation is currently working to establish a public hospital and other health care facilities in Vaughan, which may be perceived as potentially contrary to the
interests of other health care providers in the area.

- Directors Should be Objective. Generally, at the board level in any organization, you want individuals who are objective and consider only the best interests of the corporation. You require that individuals who have a personal or professional interest in the corporation itself (such as employees of the corporation, or their families), or those who have competing interests (such as those who have an affiliation with another health services provider) do not have a role in decision making.
General Rule
Directors with Competing Interests. For those directors who have an affiliation with another hospital or health services provider, they are put in a very difficult position, particularly where these health services providers may be competing for limited govemment funding resources and competing for public hospital or other health service provisions in the City of Vaughan and surrounding municipalities. A director has a duty to the Foundation to disclose any information he or she is aware of to the Foundation that may "affect a vital aspect of its business"; however, that same director may be bound by a duty of confidentiality to the other health services provider with which he or she has an affiliation (e.9., as an officer, director or employee). This is an impossible position for that director, and can only be avoided by prohibiting such persons from
serving on the board
.

TOR-H2O:2639080.2

osler.com

-L-

Ost-ER
Recommendation. We recommend that the by-laws introduce a concept of "Ineligible Person". "Ineligible Persons" may be defined as follows:

(i) (ii) (iii) (iv)

any employee of the corporation; any spouse, child, parent, brother or sister of a person listed under paragraph (i);

any person (other than a physician) with an existing affiliation (employee, director, officer) to a public hospital (as defined in the Public Hospitals Act (Ontaio); or
any person having an affiliation with any other orgarization that the Board determines to have competitive interests with the corporation.

Further Support. We have set out in Schedule "A" various excerpts from Carol Hansell's book entitled "Corporate Govemance", which explains the related components of a director's fiduciary duty. These support the recommendation that individuals with an affiliation to another health services provider ought not to be on the Foundation board. As Carol Hansell concludes, in these no-win situations (where a director must breach his fiduciary duty to one corporation by serving on both boards), the best way to deal with them is to avoid them.
Kathy O'Brien Partner, Osler National Health Care Group
416.862.6760 kathy.obrien@osler. com

TOR tl2O:2639080.2

BoD Meeting

PRE AGM ltem # 3

VAUGHAN HEALTH CARE FOUNDATION BOARD MEETING MINUTES _ JUNE 13. 2OO7
Minutes of the meeting of the Board of Directors of the Vaughan Health Care Foundation (the "Foundation") held at 6OO Applewood Cres., Vaughan, OntJrio, on the 13th day of June, 2007 al the hour of 6:00 p.m. in the evening.

ln Attendance Members:

1. Naseer Ahmad 2. Quinto Annibale 3. Angelo Baldassarra 4. Robert Bradbury 5. Ken Burrell 6. Tony Carella 7. MaiCiccolini 8. Louis Greenbaum L Mario Ferri

10. Michael DeGasperis 11. Michael Di Biase

12' Joyce Frustaglio

13. 14. 15. 16' 17.
Linda Jackson Peter Meffe Robert Maggisano SandraYeung Racco Alan Shefman

Guests: Local and Regional Councillor Gino Rosati Steve Bagworth (Agnew Peckham and Associates) Chris Benedetti (Sussex Strategy Group) Staff:
Anastasia Vogt Joe DaSilva

Regrets:
Bernie DiVona Ken Burrell Peter Cipriano Michael Pizzuto

1. 2.

CALLTOORDER

p.m. Michael DeGasperis, Acting Chair of the Board, called the meeting to order at 6:14

CHAIRMAN'S MESSAGE

Michael DeGasperis delivered brief remarks to the Board'

APPENDIX A

- June 13,2007 Board of Directors chairman's Message

3.

MINUTES OF MAY 3. 2OO7 MEETING

of Minutes of May 3'd, ZOOT meeting were distributed for review and approval at the next Board Meeiing. Board requested that future Minutes of Meetings reflect both those Board Directors members who were present and those who were not present' APPENDIX B

May 3'd,2Oo7 Board of Director Meeting Minutes

4.

DECLAMTION OF INTEREST

Quinto Annibale reminded those in attendance of their responsibilities as Directors with respect to Conflict of lnterest and asked if anyone present wished to declare an interest related to any items on the Agenda. Angelo Baldassarra declared an interest in the item concerning the Vaughan Community Health Centre (ltem 7 on the Agenda).

5.

GOVERNANCE CONSULTANT RECOMMENDATIONS

Quinto Annibale gave an overview of recommendation from Osler, Hoskin & Harcourt LLP concerning conflicts of interest and directors who sit on multiple boards with potentially competing interests. Osler, Hoskin & Harcourt LLP has recommended that the by-laws be amended to include the concept of an "ineligible person" to help mitigate any potential conflicts for Directors (see attached Memorandum). lt was recommended that any Directors who are currently sitting as Directors on boards with potentially competing interests (such as other hospital or hospital Foundation Boards) resign from one board (either the VHCF Board or other Health Service Provider Board).

The concept of confidentiality was also discussed at length. lt was suggested that each director sign an agreement acknowledging their fiduciary duties with respect to both conflict of interest and confidentiality. The board requested that the document be developed by Osler, Hoskin & Harcourt LLP. A Resolution was drafted and read into the Minutes. (See attached Board Resolution "Future By-law Amendment - Qualification of Directors/Conflict of lnterest").
Motion for the Resolution moved by Tony Carella, seconded by Robert Bradbury. Motion carried.

APPENDIX C

June 12,2007 Memorandum from Osler, Hoskin & Harcourt LLP ict of lnterest

APPENDIX D - Board Resolution: Future By-law Amendment

Di recto rs/Gonfl

Qualification of

6.

TREASURER'S REPORT

Robert Bradbury presented the Audited Financial Statements for the 2006 year, to be approved at the upcoming AGM and Draft Financial Statements up to April 30,2007.
It was requested that funds that are to be restricted to specific projects (for example, a capital campaign) that this be reflected in the Financial Statements as well. Robert Bradbury indicated that we have not yet received any donations of this nature, but they will be reflected separately when received.

APPENDIX E - Draft Audited Financial Statements for 2006 APPENDIX F

- lnterim 2007 Financial Statements to April 30, 2007

7.

VAUGHAN COMMUNITY HEALTH CENTRE

Communitv Advisorv Committee (CAC) Update:Tony Carella reported that the CAC held their

andthatthecommitteewouldenSuremeaningful,
inclusive and transparent participation from the community as part of the CHC planning process. The CAC willwork with the VHCF Executive Committee, Project Manager Joe DaSilva and consultants Agnew Peckham and Associates to develop the Vision, Mission and Values for the CHC and also work on governance issues and board development. The CHC Annual General Meeting will be held by the end of October, 2007. 2

Architect Selection Uodate: Michael DeGasperis gave a verbal update of the Site Selection
Committee's work to select an architect for the design and 'fit out" of the Vaughan Community Health Centre. Seven firms had submitted proposals and five of those firms were short-listed and invited to submit more detailed proposals. The deadline for submission was June 1Sth.

8.

GALA EVENT/GALA COMMITTEE UPDATE

Max Ciccolini, Chair of the Gala Committee provided an update on the planning for the Gala. Sponsorship package have been developed in draft form, preliminary meeting with event planners (ForMost Events) has taken place and RBC Royal Bank is bringing together a group of internal staff to help promote the event and sell sponsorships. Jennifer Tory was named as the Honourary Chair through the Presenting Sponsorship with RBC Royal Bank. Directors of the Board were invited again to participate on the Committee, and it was recommended that all members of the board would be reflected as members of the Gala Committee.

9.

RESOLUTION REGARDING CHAIRMAN POSITION

Quinto Annibale presented a resolution to officially appoint Michael DeGasperis as the Chairman of the Board of The Vaughan Health Care Foundation. See attached Resolution. Moved by Quinto Annibale, seconded by Peter Meffe. Motion Carried.

APPENDIX G

- Resolution:

Appointment of Ghairman Until2007 Annual General Meeting

10. ANNUAL GENERAL MEETING

Michael DeGasperis advised the Board that the Annual General Meeting (AGM) would be held in September, and reminded the Board that the Foundation is now accepting applications for Board and/or Committee positions. To be considered, the interested applicant must send their curriculum vitae, along with a letter expressing their interest to the Foundation office and Anastasia Vogt will co-ordinate their review. Tony Carella recommended that a Nominations Committee be established to review expressions of interest and recommend a slate to be presented at the AGM.

Joyce Frustaglio moved that the Chair be authorized to establish a nominations committee to review expressions of interest and recommend a slate at the AGM, seconded by Dr. Robert
Maggisano. Motion Carried. MOTION TO ADJOURN As there were no additional items to discuss, the meeting was adjourned. Moved by Tony Carella, seconded by Peter Meffe.

Michael DeGasperis, Ghairman of the Board

Quinto Annibale, Secretary