KHSC Operating Agreement

On April 1, 2017, Kingston Health Sciences Centre (KHSC) became a legal entity, bringing together the two organizations of Hotel Dieu Hospital and Kingston General Hospital.  Under The Public Hospitals Act, Kingston Health Sciences Centre is now a single hospital corporation operating on two sites.  KHSC is governed by a Board of Directors  made up of twelve (12) voting community volunteers plus five (5) ex-officio members who sit on the Board by nature of their position.

Leading up to this integration, the Boards of Hotel Dieu Hospital and Kingston General Hospital articulated specific objectives of integration. They are:

  • To build on the continuing work of both HDH and KGH to improve patient care within the city of Kingston and the region;
  • To facilitate decision-making that eliminates unnecessary duplication or overlap and supports the best clinical care;
  • To support voluntary collaboration and integration initiatives supported by the South East Local Health Integration Network and the regional hospitals;
  • To identify and implement measures that will enable KHSC to absorb existing and future financial pressures.

The two hospital boards carefully considered the conditions that would help ensure a successful integration.  As such, they crafted a binding Operating Agreement – a document that sets out a series of mutually agreed upon expectations and processes for how Kingston Health Sciences Centre will honour the traditions and cultures established on each of these two historic hospital sites.

The objectives of the Operating Agreement are:

  • To ensure that KHSC’s mission, vision and values are consistent with the mission and values of HDH and KGH ;
  • To ensure the continued operation of both the HDH and KGH sites;
  • To protect and maintain the site-specific mission that recognizes and respects the unique history, tradition, mission and values of HDH and KGH;
  • To preserve and guarantee the secular (non-faith-based or pluralistic) mission and approach at the KGH site;
  • To preserve and guarantee the continued Catholic mission and approach at the HDH site;
  • To establish a Partnership Council to hold the KHSC Board of Directors accountable for compliance with the Operating Agreement;
  • To set out a dispute management framework should such a framework be required.

Partnership Council

The Partnership Council is a governance body created to oversee ongoing compliance with an Operating Agreement that was created when Hotel Dieu Hospital and Kingston General Hospital came together to integrate on April 1, 2017 into one hospital corporation called Kingston Health Sciences Centre.

In our model, the integration of catholic and secular hospitals requires that the legacy corporations continue to exist and provide oversight to the new entity. This is how, for example, the catholic Chain of Mission of HDH is preserved. Hence, although no longer ‘hospitals’, the legacy HDH and KGH corporations continue to have important roles which they fulfil through a Partnership Council. The Partnership Council is composed of three representatives each from HDH and KGH; and each has a single vote on Partnership Council matters. Therefore, decisions must be unanimous.

In addition to providing specific oversight to the terms of the Operating Agreement, a small number of KHSC matters require the prior approval of the Partnership Council (ie. Powers of KHSC reserved to the Partnership Council).  These include items such as:

  • Overseeing the process for future election or removal of members of the Board of Directors of KHSC;
  • Consultation on the selection process for the President & CEO of KHSC;
  • Specific KHSC corporate and governance decisions including matters such as amendments to letters patent or bylaws of KHSC; decision to dissolve KHSC; material changes to the missions and values of either the HDH or KGH site, etc;
  • The decision to integrate (with other organizations) or re-organize if this materially affects specific elements of the Operating Agreement.

Membership on the Partnership Council is as follows:

  • Caroline Manley and George Thomson serve as co-chairs
  • Michael Hickey
  • Diane Kelly
  • Laurie Newport
  • Bill Robertson

The Partnership Council meets on a regular basis and receives reports from the KHSC CEO and Board and considers the matters outlined in the Operating Agreement.