October

Minutes of the first meeting of the Board of Directors of Héma-Québec

October 7, 1998 (translation)

Present:
Mr. Raymond April
Ms. Sheila Comerford
Dr. Denis Cournoyer
Dr. Francine Décary
Dr. Louis R. Dufresne
Dr. André Lebrun
Dr. Réjean Paradis
Mr. Claude Pichette
Ms. Diane Roy (Observer, Chair of the Hemovigilance Committee)

Absent:
Dr. O'Donnell Bédard
Mr. Yves Saint-Pierre
Ms. Durhane Wong-Rieger (Observer, Canadian Blood Services)

Guests:
Me Smaranda Ghibu
Mr. Carol Kelly, Insurance Consultant Members of Héma-Québec Management Committee

1. Welcome message from the Chairman of the interim Board of Directors of Héma-Québec.
The Chairman welcomed the members of the Board and asked them to introduce themselves.

1.1 Adoption of the minutes of the tenth meeting of the interim Board of Directors of Héma-Québec.
It was proposed, duly seconded and unanimously resolved that the minutes be adopted.

2. Election of the chairman of the Board of Directors of Héma-Québec Francine Décary proposed Claude Pichette as Chairman since, when serving as Chairman of the interim Board of Directors, he made a significant contribution to the setting up of Héma-Québec and is very familiar with the challenges involved.
It was proposed, duly seconded and unanimously resolved that Claude Pichette be elected Chairman of the Board of Directors of Héma-Québec.

2.1 Resolution to thank the interim Board of Directors
It was proposed, duly seconded and unanimously resolved that the resolution entitled "Acknowledgement of interim Board of Directors" (attached hereto) be adopted.

2.2 Adoption of agenda
The following items were added under Miscellaneous:
- Media relations
- Confidentiality
- Liaison Committee

It was proposed, duly seconded and unanimously resolved that the amended agenda be adopted.

3. Election of officers
The vice-chairperson will be elected at the next Board meeting because, before voting, the members wanted to read their nomination letter and determine the term of office.

According to the Law, the Executive Director serves as the Secretary of Héma-Québec.

4. Study of the Loi sur Héma-Québec et sur le comité d'hémovigilance
Héma-Québec's legal counsel presented the Loi sur Héma-Québec to the members and the following issues arising therefrom:

• Check the Public Service Act to determine if a member who is a CLSC employee is a civil servant within the meaning of that Act.
  (Action: SG)
• As requested by all, check whether compensation may be made by third parties according to section 16 of Loi sur Héma-Québec.
  (Action: SG)

Several questions regarding Héma-Québec's relationship with other parties in the health care system were raised by the members and it was suggested that the person in charge of the CROISER Committee be invited to the next meeting.
(Action: FD)

5. General By-Laws
Having read the General By-Laws, the members raised the following points:

• Obtain a copy of the Act respecting legal publicity of sole proprietorships, partnerships and legal persons.
  (Action: SG)
• Héma-Québec still does not have a seal; it was suggested that one be purchased and presented to the Board.
  (Action: FD)

6. Appointment of an observer-representative on the Board of Canadian Blood Services
The Chairman stated the reasons for this appointment and proposed that the Secretary of the Board be appointed as the observer-representative on the Board of Canadian Blood Services.

It was proposed, duly seconded and unanimously resolved that the Secretary of the Board be appointed the observer-representative on the Board of Canadian Blood Services.

A letter will be sent to the chairman of the Board of Canadian Blood Services.
(Action: CP)

In the event that the Secretary is unable to attend any of these meetings, a replacement will be appointed by the Board.

7. Insurance
7.1 Directors' insurance
An executive summary concerning directors' insurance was distributed by the consultant handling this matter.

7.2 Liability insurance
An executive summary concerning liability and professional liability insurance was distributed by the consultant who explained the measures taken to obtain annual coverage.

Following a lengthy discussion about insurance, the members raised the following points:

• An amendment to the General By-Laws was suggested whereby Board members be notified of any reduction in or cancellation of directors' coverage within a specific period of time still to be determined.
  (Action: SG)
• Provide all members with copies of the directors' insurance policy as soon as it is available.
  (Action: SG)
• Check whether directors can be held liable for the payment of employees' salaries in the event of Héma-Québec's failure to do so.
  (Action : SG)

8. Update on Héma-Québec by the Executive Director and her management Committee
The Executive Director discussed Héma-Québec's history and its mission. She introduced her management Committee and the senior directors unveiled their organization chart of their respective departments. The Marketing Director invited the members to watch a video showing what happens to a blood bag, from collection to distribution. This infomercial is available for volunteers and blood donors. It will also be broadcast on the INFOPUB channel. (Each member was given a copy of the video and copies will be sent to those who were absent).
(Action: FD)

8.1 Resolutions concerning banking business
It was proposed, duly seconded and unanimously resolved that the resolutions concerning banking business with the National Bank and the Royal Bank be adopted (attached hereto).

8.2 1998-99 Budget
The Senior Director, Finance and Administration presented the budget for 1998-99.

8.3 MAK contract
Due to lack of time, this point will be discussed at the next meeting.

9. Transaction between Red Cross and Héma-Québec
Due to lack of time, this point will be discussed at the next meeting.

10. General agreement between Canadian Blood Services and Héma-Québec
Due to lack of time, this point will be discussed at the next meeting.

11. Frequency of Board meetings
It was decided that the Board will meet once a month.

12. Dates of Board meetings
A provisional calendar will be set up and distributed to the members with the agenda for the next meeting.
(Action: FD)

13. Miscellaneous

• Media relations
  The Executive Director will handle media relations until the Senior Director, Public Relations takes office. Therefore, if members are sollicited by the media, they are to refer the calls to the Executive Director's office. Press clippings since September 28 will be sent to all Board members.
  (Action : FD)
• Confidentiality
  A question regarding the confidentiality of the discussions and decisions reached at the Board meetings was raised and the Executive Director said that, as a public body, openness must always prevail. Following a discussion, it was also agreed that the minutes of the Board meetings would not be made public until they have been adopted.
• Liaison Committee
  The recipients' representative raised a question about the possibility of setting up a Liaison Committee with the recipients as recommended in the Krever Commission's final report. The Executive Director will prepare a document about the decision in this regard for the next Board meeting.

The meeting was adjourned at 9:15 p.m.

The next meeting of the Board will be held on Wednesday, November 4, 1998 at 2:00 p.m. at the Hilton Hotel in Dorval.

Claude Pichette
Chairman

Francine Décary
Secretary

RESOLUTION TO BE INCLUDED IN THE MINUTES OF THE MEETING OF HÉMA-QUÉBEC'S BOARD OF DIRECTORS HELD ON OCTOBER 7, 1998
ACKNOWLEDGMENT OF INTERIM DIRECTORS

WHEREAS the ministre de la Santé et des services sociaux has exercised the powers vested in it by Section 7 of the Loi sur Héma-Québec et sur le Comité d'hémovigilance and has appointed the following people to the Board of Directors of Héma-Québec:

APRIL, Raymond
BÉDARD, O'Donnell
COMERFORD, Sheila
COURNOYER, Denis
DUFRESNE, Louis R.
LEBRUN, André
PARADIS, Réjean
PICHETTE, Claude
ST-PIERRE, Yves

WHEREAS the mandate of the interim directors designated by letters patent of Héma-Québec dated March 26, 1998 has terminated with the appointment of the Board of Directors by the ministre;

The Board of Directors ACKNOWLEDGES the above appointments;

The Board of Directors THANKS the interim directors for their work and dedication during their mandate.