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AR 15/95 REGIONAL HEALTH AUTHORITIES REGULATION

(Consolidated up to 62/2013)

ALBERTA REGULATION 15/95

Regional Health Authorities Act

REGIONAL HEALTH AUTHORITIES REGULATION

Table of Contents

                1       Definitions

             1.1       Fiscal year

                2       By‑laws

             2.1       Resolution re borrowing and capital leasing

             2.2       Borrowing powers and restrictions

             2.3       Resolution re investment

             2.4       Investment powers and restrictions

             2.5       Other limitations

           2.51       Joint venture agreement

             2.6       Acquisition and disposal of land


           2.61       Demolition of buildings

           2.62       Capitalized assets and equipment

             2.7       Capital development project

           2.71       Transfer of property

             2.8       Ancillary operations

             2.9       Surplus and deficit

           2.91       Charitable annuities

           2.92       Organizational meeting

                3       Closed meetings

                4       Minutes of meetings

                6       Exemption re Land Titles fees

                7       Auditor

                8       Terms and conditions

                9       Compliance with directives

Definitions

1   In this Regulation,

                                 (a)    “directive” means a written policy, rule, direction or guideline issued by the Minister;

                             (a.1)    “foundation” means

                                           (i)    a foundation established or continued under the Regional Health Authorities Foundations Regulation (Alta. Reg. 16/95),

                                          (ii)    a foundation established under the Health Foundations Act, and

                                         (iii)    the Alberta Cancer Foundation, Alberta Children’s Hospital Foundation, Alberta Hospital Edmonton Foundation, Foothills Hospital Foundation, and The Royal Alexandra Hospitals Foundation and any corporation exempted under section 58 of the Hospitals Act;

                                 (b)    “joint venture agreement” means an agreement for a specific business purpose where the parties to the agreement jointly control and contribute to the accomplishment of the business purpose.

AR 15/95 s1;167/95;275/96;275/96;127/2002

Fiscal year

1.1   The fiscal year of a regional health authority is from April 1 to March 31.

AR 167/95 s2

By‑laws

2(1)  A regional health authority may make by‑laws respecting the conduct of the business and affairs of the regional health authority including, without limitation, by‑laws respecting the following:

                                 (a)    the calling of meetings of the members and the conduct of business at those meetings;

                                 (b)    the functions, powers and duties of the officers of the regional health authority;

                                 (c)    the appointment, removal, functions, powers, duties, remuneration and benefits of employees of the regional health authority;

                                 (d)    the establishment, membership, duties and functions of special, standing and other committees.

(2)  A regional health authority shall, on or before September 30, 1995 make by‑laws respecting debt, guarantees, indemnities and capital leasing by the regional health authority, and those by‑laws must contain at least the following:

                                 (a)    the maximum total amount of outstanding debt obligations, guarantee obligations, indemnity obligations and capital lease obligations that the regional health authority is permitted to incur, with separate totals shown for

                                           (i)    with respect to capital asset purposes,

                                                  (A)    the maximum permitted debt obligations, and

                                                  (B)    the maximum permitted capital leasing obligations,

                                          (ii)    with respect to working capital purposes,

                                                  (A)    the maximum permitted debt obligations, and

                                                  (B)    the maximum permitted debt available through lines of credit,

                                             and

                                         (iii)    the maximum potential liability that may be incurred through guarantees and indemnities;

                                 (b)    terms and conditions respecting debt transactions, guarantee transactions, indemnity transactions and capital leasing transactions between the regional health authority and persons and entities in respect of which it is not dealing at arm’s length;

                                 (c)    the disclosure requirements in respect of transactions referred to in clause (b);

                                 (d)    the means by which and the time within which the regional health authority will bring itself into compliance with the requirements of the by‑laws and this Regulation respecting debt, guarantees, indemnities and capital leasing, where the regional health authority is not in compliance with those requirements on the effective date of those by‑laws;

                                 (e)    any other information specified by the Minister by notice in writing to the regional health authority.

(3)  Repealed AR 190/96 s2.

(4)  A regional health authority shall, on or before September 30, 1995, make by‑laws respecting the investment powers of the regional health authority, and those by‑laws must contain at least the following:

                                 (a)    a list of the types of investments that the regional health authority is authorized to invest in;

                                 (b)    limits on the amounts that may be invested in particular types of investments;

                                 (c)    terms and conditions respecting investment transactions with persons and entities in respect of which the regional health authority is not dealing at arm’s length;

                                 (d)    disclosure requirements in respect of transactions referred to in clause (c);

                                 (e)    the means by which and the time within which the regional health authority will bring itself into compliance with the requirements of the by‑laws and this Regulation respecting investments, where the regional health authority is not in compliance with those requirements on the effective date of those by‑laws;

                                 (f)    any other information specified by the Minister by notice in writing to the regional health authority.

(5)  No by‑laws under this section, and no amendment to or replacement of them, are effective until they have been approved by the Minister.

(6)  Where the Minister receives by‑laws for approval, the Minister may

                                 (a)    approve the by‑laws as submitted, or

                                 (b)    refer the by‑laws back to the regional health authority with directions to make changes.

(7)  The Minister may by directive order a regional health authority to amend or repeal its by‑laws in accordance with the order.

(8)  If there is a conflict between the by‑laws and the Act, a regulation under the Act or an enactment that is made applicable by a regulation under the Act, then the Act, regulation or enactment prevails.

(9)  A regional health authority shall comply with its by‑laws under this section.

AR 15/95 s2;167/95;190/96

Resolution re borrowing and capital leasing

2.1(1)  Except for borrowing transactions made on a line of credit, each transaction of a regional health authority relating to debt, guarantees, indemnities or capital leasing must be approved by resolution in advance of the transaction and recorded in the minutes of the meeting at which the resolution was approved.

(2)  The minutes must contain the following:

                                 (a)    in the case of a debt obligation, the maximum amount of money to be borrowed and the purposes for which the money is to be borrowed;

                                 (b)    in the case of an indemnity or guarantee,

                                           (i)    the maximum amount of the potential liability of the regional health authority under the indemnity or guarantee,

                                          (ii)    the purpose for which the indemnity or guarantee is given, and

                                         (iii)    the terms and conditions of the indemnity or guarantee;

                                 (c)    in the case of a capital leasing transaction, the purpose for entering into the capital leasing transaction and the value of the assets that will be leased;

                                 (d)    the terms and conditions of repayment of the debt obligation or the payment under the capital leasing obligation;

                                 (e)    the source of the money from which the debt obligation or the payments under the capital leasing obligation will be paid;

                                 (f)    the source of the money from which potential liability on indemnities and guarantees will be paid;

                                 (g)    the nature of the involvement in the transaction of any person or entity in respect of which the regional health authority is not dealing at arm’s length.

AR 167/95 s2

Borrowing powers and restrictions

2.2(1)  No regional health authority shall borrow for the purpose of financing the purchase of securities within the meaning of the Securities Act.

(2)  Repealed AR 190/96 s2.

(3)  Where a regional health authority borrows for the purposes of acquiring or constructing a capital asset, the repayment term of the loan must not exceed the estimated useful life of the capital asset.

(4)  Subsection (3) does not apply to the acquisition of land without improvements.

(5)  No regional health authority shall borrow for the purpose of financing an ancillary operation as defined in section 2.8 unless the following conditions are met:

                                 (a)    the estimated net revenue to be generated by the ancillary operation must be at least equal to the amount to be repaid under the borrowing;

                                 (b)    no property other than property wholly used or to be used in the ancillary operation may be given as security for the repayment of the loan.

(6)  Where a regional health authority borrows in a foreign currency, it shall ensure that the risk of exchange rate fluctuations for the payment of the principal and interest amounts are offset or reduced in accordance with section 2.4(6), (7) and (8).

(7)  Where a regional health authority enters into a transaction referred to in section 2.1(1) or establishes or amends a line of credit it shall disclose to all parties to the transaction that the Crown is not obligated to pay any debt obligations of the regional health authority except where the Crown has specifically assumed such an obligation.

AR 167/95 s2;190/96

Resolution re investment

2.3(1)  Each investment decision of a regional health authority must be approved or ratified by resolution and recorded in the minutes of the meeting at which it was approved or ratified.

(2)  Subsection (1) does not apply to an investment referred to in section 2.4(11).

(3)  The minutes must contain the following:

                                 (a)    a description of the investment;

                                 (b)    the amount of money invested or to be invested and the purpose for which the money is or is to be invested;

                                 (c)    the terms and conditions of the investment;

                                 (d)    the nature of the involvement in the investment transaction of any person or entity in respect of which the regional health authority is not dealing at arm’s length.

AR 167/95 s2

Investment powers and restrictions

2.4(1)  A regional health authority shall adhere to prudent investment standards in making investment decisions.

(2)  For the purposes of subsection (1) prudent investment standards are those that, in the overall context of an investment portfolio, a reasonable and prudent person would apply to investments made on behalf of another person with whom there exists a fiduciary relationship to make such investments without undue risk of loss or impairment and with a reasonable expectation of fair return or appreciation.

(3)  A regional health authority may, with the approval of the President of Treasury Board and Minister of Finance, be a depositor in the Consolidated Cash Investment Trust Fund.

(4)  A regional health authority may invest in securities within the meaning of the Securities Act.

(5)  Where a regional health authority invests in securities within the meaning of the Securities Act, it may not hold beneficially, directly or indirectly, more than 5% of the aggregate of the equity and debt of the entity in which the investment is made.

(6)  A regional health authority may

                                 (a)    enter into swap or forward contracts, and

                                 (b)    purchase financial futures or options

only where the purpose of the transaction is to offset or reduce the risk of exchange rate fluctuations associated with the liabilities in respect of specific assets or groups of assets to be acquired or that are owned or operated by the regional health authority.

(7)  A transaction under subsection (6) must be approved by resolution in advance of the transaction and recorded in the minutes of the meeting at which the resolution was approved.

(8)  A regional health authority shall not enter into transactions referred to in subsection (6) unless the person or entity with whom it conducts the transaction has a debt rating that is at least equivalent to the debt rating given to the Province of Alberta by an agency specified by the Minister for the purpose.

(9)  A regional health authority that enters into transactions referred to in subsection (6) shall establish policies and procedures to measure and monitor the risks associated with such transactions.

(10)  No regional health authority shall engage in short selling of securities.

(11)  A regional health authority shall not invest funds that are required to meet liabilities and operating requirements during the next 365 days in any investment vehicle other than one or more of the following:

                                 (a)    interest‑bearing accounts managed by a deposit‑taking institution in Canada;

                                 (b)    securities that are issued or guaranteed by the Government of Canada or any province;

                                 (c)    securities that are issued by a deposit‑taking institution in Canada;

                                 (d)    money market mutual fund units where the investment policy of the fund ensures that at least 90% of the assets of the fund consist of securities that are issued or guaranteed by the Government of Canada or any province.

(12)  The term of an investment vehicle under subsection (11)(b), (c) or (d) shall not exceed one year.

AR 167/95 s2;27/2002;68/2008;31/2012;62/2013

Other limitations

2.5(1)  Subject to this section, no regional health authority shall give an indemnity or guarantee with respect to the obligations of another person.

(2)  A regional health authority may give an indemnity or guarantee with respect to the obligations of a subsidiary health corporation of the regional health authority.

(3)  A regional health authority shall ensure that its potential liability under an indemnity or guarantee under subsection (2) does not exceed the lesser of

                                 (a)    the value of the regional health authority’s equity investment in the subsidiary, and

                                 (b)    an amount determined by multiplying the regional health authority’s percentage ownership of the subsidiary times the total debt obligations of the subsidiary.

(3.1)  Subject to the prior approval of the Minister as to the terms and conditions of indemnity, Alberta Health Services is authorized to enter into an agreement with the City of Calgary to indemnify the City of Calgary with regard to the Seton Tunnel, located adjacent to the South Health Campus, under 45 St. S.E.

(4)  Section 124 of the Business Corporations Act applies in respect of a regional health authority.

(5)  A regional health authority may indemnify its employees and former employees, and for that purpose section 124 of the Business Corporations Act applies and shall be interpreted as if references to directors and officers of the corporation were references to employees of the regional health authority.

(6)  Repealed AR 275/96 s3.

AR 167/95 s2;275/96;127/2002;115/2012

Joint venture agreement

2.51   A regional health authority that enters into a joint venture agreement shall ensure that the regional health authority’s financial commitment in the agreement is clearly specified in the agreement or can be determined from the terms and conditions of the agreement.

AR 167/95 s2

Acquisition and disposal of land

2.6   No regional health authority shall

                                 (a)    enter into an agreement for the purchase or lease of an interest in land, or

                                 (b)    dispose of an interest in land

without the prior written consent of the Minister.

AR 167/95 s2

Demolition of buildings

2.61   No regional health authority shall without the written consent of the Minister demolish

                                 (a)    a health care facility, or

                                 (b)    another structure used for health care purposes

that has a value in excess of an amount specified by the Minister in a directive.

AR 167/95 s2

Capitalized assets and equipment

2.62   Where a regional health authority acquires or disposes of

                                 (a)    a capitalized asset, other than an interest in land, or

                                 (b)    equipment,

it shall do so in accordance with written policies and rules issued by the Minister for the purpose and given to the regional health authority.

AR 167/95 s2

Capital development project

2.7(1)  No regional health authority shall without the written consent of the Minister enter into a capital development project that has a value in excess of an amount specified by the Minister in a directive.

(2)  A regional health authority that enters into a capital development project referred to in subsection (1) shall comply with written policies and rules issued by the Minister for the purpose and given to the regional health authority.

AR 167/95 s2

Transfer of property

2.71(1)  Subject to this section, no regional health authority shall confer a benefit on or transfer property, including money, to any person unless the regional health authority receives fair value in exchange for the benefit or transfer.

(2)  Subject to any directive, a regional health authority may make repayable advances to a foundation.

(3)  A regional health authority may, subject to the regional health authority’s taking all reasonable steps to ensure that existing trust conditions, if any, are complied with, transfer any property received by means of a bequest, donation or other gift to a foundation.

(4)  Subject to any directive, a regional health authority may provide a non‑monetary subsidy to a foundation if the regional health authority expects to receive benefits from the foundation that exceed the value of the non‑monetary subsidy.

(5)  A regional health authority that provides a non‑monetary subsidy to a foundation shall advise the foundation of the value of the subsidy within 21 days after the end of the authority’s fiscal year.

AR 167/95 s2;275/96

Ancillary operations

2.8(1)  In this section,

                                 (a)    “ancillary operation” means the sale of goods and services that are unrelated to the direct provision of health services for which a regional health authority is responsible;

                                 (b)    “health system participants” means

                                           (i)    persons in direct receipt of health services provided by the regional health authority;

                                          (ii)    subsidiary health corporations, persons or entities with whom the regional health authority has a joint venture agreement and community health councils;

                                         (iii)    health service providers;

                                         (iv)    other persons or entities as determined by the Minister.

(2)  The Minister shall notify regional health authorities in writing of any persons or entities the Minister determines to be health system participants under subsection (1)(b)(iv).

(3)  A regional health authority may engage in an ancillary operation itself or through a subsidiary health corporation or joint venture agreement, and a reference in this section to an ancillary operation includes an ancillary operation engaged in by any of those means.

(4)  No regional health authority shall engage in an ancillary operation without the prior written approval of the Minister.

(5)  Subsection (4) does not apply in respect of an ancillary operation that was being engaged in by an existing health authority on the date the affairs of the existing health authority were taken over by the regional health authority.

(6)  A regional health authority may market ancillary operations to other regional health authorities and to provincial health boards.

(7)  A regional health authority shall ensure that the majority of the business activity related to an ancillary operation takes place within the health region.

(8)  A regional health authority shall ensure that the majority of the business activity related to an ancillary operation is marketed to health system participants.

(9)  Where a regional health authority charges fees in connection with an ancillary operation, it shall do so in accordance with any directives issued by the Minister.

(10)  Where a regional health authority engages in an ancillary operation and markets the ancillary operation to non‑health system participants, the regional health authority shall ensure that the fees charged in connection with the ancillary operation include a margin which estimates equivalent market rates for amortization of capital assets, taxes, costs of capital and other direct or indirect costs related to the ancillary operation.

(11)  Subsections (7), (8) and (10) do not apply in respect of ancillary operations that are marketed to other regional health authorities or to provincial health boards.

(12)  The Minister may, on the request of a regional health authority, exempt a regional health authority from the requirements of subsection (7) or (8) or both.

(13)  No regional health authority shall use

                                 (a)    general grants provided by the Crown, or

                                 (b)    health service fees or charges that the regional health authority is authorized to collect

to subsidize an ancillary operation unless the money comes from accumulated surplus as defined in section 2.9(1)(b) or the Minister approves the use of the money for that purpose.

(14)  All costs incurred by a regional health authority in engaging in an ancillary operation must be charged to the ancillary operation.

(15)  The Minister may by directive order a regional health authority

                                 (a)    to cease engaging in an ancillary operation, or

                                 (b)    to comply with terms and conditions specified by the Minister in respect of an ancillary operation that the regional health authority is engaging in.

AR 167/95 s2

Surplus and deficit

2.9(1)  In this section,

                                 (a)    “accumulated deficit” means a negative amount when summing the following amounts in the statement of financial position, as shown in the audited financial statements:

                                           (i)    the accumulated deficit;

                                          (ii)    the internally restricted or authority designated net assets;

                                 (b)    “accumulated surplus” means the sum of the following amounts in the statement of financial position, as shown in the audited financial statements:

                                           (i)    the unrestricted or available net assets;

                                          (ii)    the internally restricted or authority designated net assets;

                                 (c)    “annual operating deficit” means the negative amount calculated by subtracting

                                           (i)    the total expenses for a fiscal year as determined in accordance with generally accepted accounting principles and financial directives issued by the Minister,

                                          from

                                          (ii)    the total revenue for a fiscal year as determined in accordance with generally accepted accounting principles and financial directives issued by the Minister.

(2)  A regional health authority shall not incur an annual operating deficit.

(3)  If, despite subsection (2), a regional health authority incurs an annual operating deficit, the regional health authority

                                 (a)    shall use the accumulated surplus to offset the deficit, or

                                 (b)    if there is no accumulated surplus or the accumulated surplus is insufficient, shall provide the Minister with a plan, in writing, that is satisfactory to the Minister, to eliminate the accumulated deficit within 3 years of it being incurred.

(4)  A plan referred to in subsection (3)(b) must be submitted to the Minister within 4 months after the end of the fiscal year.

(5)  A regional health authority may use any portion of the accumulated surplus that is not needed to offset an annual operating deficit for any purpose related to

                                 (a)    the provision of health services or health related services to benefit the residents of Alberta, or

                                 (b)    an ancillary operation.

(6)  If a regional health authority reports an accumulated deficit as at March 31, 2002, the regional health authority shall provide the Minister, not later than July 31, 2002, with a plan, in writing, that is satisfactory to the Minister, to eliminate the accumulated deficit on or before March 31, 2004.

(7)  The funding of an accumulated deficit is the responsibility of the regional health authority.

AR 167/95 s2;127/2002

Charitable annuities

2.91(1)  Where a regional health authority receives a donation of money that is subject to a condition requiring the payment of interest on the money or an annuity to any person, the regional health authority shall comply with the following:

                                 (a)    the regional health authority shall establish a trust fund and hold the money in the trust fund;

                                 (b)    where the condition requires the payment of an annuity, the regional health authority may

                                           (i)    purchase an annuity for the annuitant, or

                                          (ii)    make the annuity payments out of the trust fund;

                                 (c)    where the condition requires the payment of interest, the regional health authority shall make those payments out of the trust fund;

                                 (d)    where the regional health authority acts under clause (b)(ii) or (c),

                                           (i)    the regional health authority shall not use any of the money for its own purposes until its obligation to make those payments has ended, and

                                          (ii)    the regional health authority shall invest the principal amount in one or more investment vehicles referred to in section 2.4(11).

(2)  Only the donation and the income earned on the donation may be used to make the payments under subsection (1).

AR 167/95 s2

Organizational meeting

2.92   Where

                                 (a)    the members of the regional health authority of a newly established health region are appointed, or

                                 (b)    more than half of the members of a regional health authority are replaced at the same time or substantially the same time,

the regional health authority shall hold an organizational meeting not later than 15 days after the last of the new appointments or replacement appointments is made.

AR 59/2001 s2;164/2004

Closed meetings

3(1)  If a regional health authority decides under section 12 of the Act to hold a meeting or part of a meeting in private, the regional health authority shall ensure that the minutes of the meeting indicate the nature of the subject‑matter to be discussed in private and the reasons why the regional health authority considers it necessary to hold the meeting or part of the meeting in private.

(2)  Where a meeting or part of a meeting is held in private under subsection (1), no resolution related to the subject‑matter that was discussed in private may be passed unless the meeting reverts to being held in public.

(3)  In determining under section 12 of the Act, whether to hold a meeting or part of a meeting in private, a regional health authority shall take the following considerations into account:

                                 (a)    whether or not holding the meeting or part of a meeting in public would result in the release of information that would prejudice measures protecting health, safety, security or the maintenance of the law;

                                 (b)    whether or not holding the meeting or part of a meeting in private is justified in order to permit the regional health authority to carry out its responsibilities in an effective and efficient manner;

                                 (c)    any other relevant considerations.

AR 15/95 s3;127/2002

Minutes of meetings

4(1)  A regional health authority shall appoint one of its members to be responsible for recording the minutes of meetings of the regional health authority.

(2)  At each meeting the regional health authority shall adopt the minutes of the previous meeting.

(3)  A regional health authority shall

                                 (a)    forward a copy of the adopted minutes to the Minister within 7 days after the meeting at which they were adopted, and

                                 (b)    make its adopted minutes available for inspection by the public during normal business hours of the regional health authority.

(4)  A regional health authority may exclude from minutes made available under subsection (3)(b)

                                 (a)    any matter that relates to a meeting or part of a meeting that was held in private, other than a resolution that was passed in respect of the matter, and

                                 (b)    any other matter the regional health authority considers should not be released, because of the confidential nature of the matter.

(5)  A regional health authority shall keep a copy of the minutes of its meetings.

5   Repealed AR 127/2002 s6.

Exemption re Land Titles fees

6(1)  A regional health authority is exempt from any requirement under the Land Titles Act to pay a fee where the transaction, document or other thing to which the fee relates arises during or as a direct result of

                                 (a)    the winding‑up of the affairs of an existing health authority and the assumption of the affairs of the existing health authority by the regional health authority, or

                                 (b)    an order of the Minister under section 2 of the Act that provides that assets or property of a named regional health authority become the assets or property of another named regional health authority.

(2)  A certificate purporting to be signed by an officer of the regional health authority and stating that a transaction, document or thing is a transaction document or thing of the kind described in subsection (1) is conclusive proof of that fact.

AR 15/95 s6;59/2001

Auditor

7(1)  Where the Minister intends to appoint the Auditor General as the auditor for a regional health authority, the Minister shall give at least 90 days’ written notice of the appointment to the regional health authority.

(2)  Where the Minister appoints the Auditor General as the auditor of a regional health authority, the appointment of an auditor appointed by the regional health authority ceases on the earlier of

                                 (a)    the expiry of the auditor’s term,

                                 (b)    the effective date of the cancellation of the auditor’s appointment by the regional health authority, and

                                 (c)    the effective date of the appointment of the Auditor General as auditor.

(3)  Where the Minister has appointed the Auditor General as the auditor of a regional health authority and that appointment is subsisting, the regional health authority may not appoint an auditor under section 13(3) of the Act.

(4)  The Minister may cancel the appointment of the Auditor General as auditor of a regional health authority on 90 days’ written notice to the regional health authority.

(5)  Where the Minister cancels an appointment under subsection (4), the regional health authority shall appoint an auditor before the end of the fiscal year.

AR 167/95 s3;127/2002

Terms and conditions

8   The Minister may give any consent or approval that the Minister is authorized to give under this Regulation subject to any terms and conditions the Minister considers appropriate.

AR 167/95 s3

Compliance with directives

9   A regional health authority shall comply with all directives.

AR 167/95 s3