MATILDA AND WAR MEMORIAL HOSPITAL ORDINANCE

MATILDA AND WAR MEMORIAL HOSPITAL ORDINANCE

CHAPTER 298.

MATILDA AND WAR MEMORIAL HOSPITAL.

To provide for the holding of the properly and funds now
held by or vested in the trustees for the time being of
the will and codicil of Granville Sharp deceased and the
funds of the trustees of the 1Var Memorial Nursing
Home and for the administration of the said properly
and funds for maintaining endowing supporting carry-
ing on or otherwise promoting subject to the provisions
of this Ordinance a hospital lit subs titv tion for the
Matilda Hospital and the War Memorial Nursing Hoine
as heretofore constituted and to be called the Matilda and
War Mentorial Hospital.

[7th October, 1949.]

WHEREAS in pursuance of the Will and Codicil of
Granville Sharp, deceased, hereinafter referred to as the
testator, who died on the 16th day of August, 1899, and of
a scheme approved by the Supreme Court (Action No. 46
Of 1904) and of an order of the said court made on the 7th day,
of March, 1923, the residue of the estate of the testator Was
applied to the erection and maintenance of a hospital called
the Matilda Hospital for British Arnerican and European
patients as provided in the said scheme;

AND WHEREAS by the War Memorial Nursing Home
'Trustees Ordinance, 1923, the trustees of the War Memorial
Nursing Home and their successors in office, hereirtafter
called the nursing home trustees, were incorporated as a
body corporate and the property of the War Memorial
Nursing Home was vested in the said trustees to be
administered in accordance with the constitution provided by,
the said Ordinance for the institution and maintenance of
the Hong Kong War Memorial Nursing Home;
AND WHEREAS in order to ensure the continuance of the
objects for which the said Matilda Hospital was instituted
and to make provision for a nursing home or hospital to
fulfil the purpose for which the War Memorial Nursing
Home was instituted it is deemed expedient that all lands
buildings messuages or tenements funds and endowments
held by the trustees of the will and codicil of the testator
and all the funds and endowments held by the nursing home




trustees should be vested in one incorporated body and that
the same may be administered for the purposes and subject
to the provisions of an Ordinance;

1. This Ordinance mav be cited as the Matilda and
War Memorial Hospital Ordinance.

2. In this Ordinance-
'board of governors' or 'board' means the board of
governors referred to in section 4 and specified in
article 7 of the constitution ;
constitution' means the articles of constitution referred to
in section 4 and specified in the Schedule ;
corporation' rneans the Matilda and War Memorial
Hospital named and incorporated in accordance. with the
provisions of section 3 ;
custodian trustee' means the Hongkong and Shanghai
Bank, Hong Kong (Trustee) Limited appointed as
custodian trustee in accordance with the provisions of
section io;
nursing home trustees' means the trustees appointed in
accordance with the provisions of section 3 of the War
Memorial Trustees Ordinance, 1923;
'trustees' means the trustees of the will and codicil of
Granville Sharp, deceased.

3. A hospital to be named the Matilda and War
lklemorial Hospital is hereby incorporated as a body corporate
and as the Matilda and War Memorial Hospital shall have
perpetual succession and shall and may sue or be sued in
all courts and shall have and rnav use a common seal and
may break change alter and make use the said seal.

4. The articles of constitution specified in the Schedule
shall be binding upon the corporation and a board of
governors shall be appointed in accordance with the constitu-
tion the members of which shall be deemed to be the members.
of the corporation after notice of their appointment has been
filed with the Registrar of Companies.

5. (1) The corporation shall have power to direct the
custodian trustee to do any of the following acts namely to
acquire, aceept leases of, purchase, take, hold and enjoy any





lands, buildings, messuages or tenements. of what nature or
kind soever and wheresoever situated and also to invest
moneys upon mortgage of any lands, buildings, messuages
or tenements, or upon the mortgages, debentures, stocks,
funds, shares or securities of any government municipality
corporation or company, and also to purchase, acquire and
possess goods and chattels of what nature and kind soever.

(2) The corporation shall further have power to direct
the custodian trustee to do any of the following acts namely
to borrow or raise money and to give securities for the re-
payment thereof, to grant, sell, convey, assign, surrender,
exchange, partition, yield up, mortgage, dernise, reassign,
transfer or otherwise dispose of any lands, buildings,
messuages, tenements, mortgages, debentures, stocks, funds,
shares, or securities, which are for the time being vested in
the custodian trustee for the corporation upon such terms as
to the corporation may seem fit : Provided that-
(a)the powers of direction conferred by this section
shall only be exercised for the purpose of endowing,
supporting, maintaining, carrying on or otherwise,
promotincy the work of the corporation ; and
(b)the custodian trustee may accept the certificite of
the corporation in connexion with any matters
mentioned herein that the direction does not con-
travene the requirement of paragraph (a) and the
custodian trustee shall not be under any respon-
sibility to investigate the purpose of any such
direction.

6. The custodian trustee shall be deemed to have all
powers required to give effect to any direction made by the
corporation under section 5 as though the custodian trustee
were the absolute owner of the funds vested in the cutodian
trustee : Provided that all deeds and other instruments
requiring the seal of the corporation shall be sealed in the
presence of two members of the board of governors and shall
be signed by two members of the board of governors.

7. All matters of internal management of the corpora-
tion including any amendment of the constitution shall be
settled and carried out in accordance with the constitution.





8. (1) The property and assets of whatsoever descrip-
tion (excluding only furniture, fittings, fixtures, hospital
equipment and chattels of domestic use) hitherto vested in
the nursing home trustees are hereby vested in the custodian
trustee upon the trusts declared in section 10.
(2) The furniture, fittings, fixtures, hospital equipment
and chattels of domestic use hitherto belonging to the nursing
home trustees are hereby vested in the corporation.

9. (1) The trustees are hereby discharged from the
trusts of the will and codicil of Granville Sharp, deceased,
and the scheme for the administration thereof approved by
the Supreme Court in Action No. 46 of 1904 and the property
and assets of whatsoever description (excepting only furni-
ture, fittings, fixtures, hospital equipment and chattels of
domestic use) belonging to the trustees are hereby vested in
the custodian trustee upon the trusts declared in section 10.
(2) The furniture, fittings, fixtures, hospital equipment
and chattels of domestic use belonging to the trustees are
hereby vested in the corporation.

10. The Hongkong and Shanghai Bank, Hong Kong
(Trustee) Limited is hereby appointed custodian trustee for
the corporation and property hereinbefore vested in the
custodian trustee shall forthwith be transferred into the name
of the Hongkong and Shanghai Bank, Hong Kong
(Trustee) Limited to be held by them upon the trusts declared
in subsection (2) of section 4 of the Public Trustee Act, 1906
but as though the board of governors were the managing
trustees mentioned therein : Provided that the reference
therein to the Trustee Act, 1893, shall be construed to refer
to the Trustee Ordinance, and the appointment of the cus-
todian trustee shall be upon the usual terms and conditions
for the time being in force including those governing the
right to remuneration in accordance with the published
scale of fees or such other scale as may be arranged
between the custodian trustee and the corporation.

11. Nothing in this Ordinance shall affect or be deemed
to affect the rights of His Majesty the King, His Heirs or
Successors, or the rights of any body politic or corporate or
of any other persons except such as are mentioned in this
Ordinance and those claiming by, from or under them. [12





SCHEDULE. [ss. 2, 4.]

ARTICLES OF CONSTITUTION.
1. These articles shall be cited as the articles of constitution
of the Matilda and War Memorial Hospital.

2. In these articles-
'Hospital' means the Matilda and War Memorial Hospital;
'Matilda Hospital' means the hospital erected and maintained in
pursuance of the will and codicil of Granville Sharp, deceased,
and a scheme approved by the Supreme Court (Action No. 46 of
1904) and by an order of the said court made on the 7th day of
March, 1923;
'Ordinance' means the Matilda and War Memorial Hospital
Ordinance;
'War Memorial Hospital' means the hospital specified in the War
Memorial Nursing Home Trustees Ordinance, 1923.

3. The Hospital shall be called the Matilda and War Memorial
Hospital.

4. The objects of the Hospital shall be-
(a)to acquire and take over and carry on the hospital now
known as the Matilda Hospital and to carry on and
maintain the objects for which the Matilda Hospital was
instituted, namely-
(i) to establish a hospital to the Glory of God and for the
good of man and in memory of Matilda Lincolne Sharp,
resident of this Colony from 1858 to 1893;
(ii) to provide gratuitous medical relief to all British,
American and European patients who are poor, helpless or
forsaken;
(iii) to establish the Hospital as a religious and evangelistic
institution;
(b)to carry on and maintain the objects for which the War
Memorial Nursing Home was instituted, namely to institute
as part of the Hong Kong War Memorial Scheme a home
to be carried on in the interests of the community and
without any view to profit it being particularly the intention
that residents in Hong Kong who saw active service in the
Great War of 1914-18 should have, where their circumstances
in the opinion of the committee of management demand it,
a preference and be accorded free treatment;
(c)to provide medical and surgical treatment and aid or any
other assistance and all remedies and requisites in case of
accident or illness in the Colony either gratuitously or in
return for such payment as may from time to time be
determined by the board of governors and to provide
facilities for training in medicine, surgery, nursing and
hospital work and the investigation of diseases;
(d)to accept subscriptions donations and bequests for all or
any of the purposes aforesaid or for other purposes that
can in the opinion of the Board of Governors be conveniently
carried into effect by the Hospital and without derogation
from the generality of the foregoing to accept a donation
of 50,000 sterling from Mr. Haakon J. Wallem in memory
of Sir Vandeleur M. Grayburn and apply the same with any
other funds which may be donated for the same or similar
purposes towards providing accommodation for the treatment
and care of patients and towards the provision of facilities
for proper medical attendance, nursing and all things and
appliances of a medical, surgical, dietetic or therapeutic
character on such terms as the Board of Governors may in
their absolute discretion think fit;





e)generally to do all things necessary or expedient for the
proper and effective carrying out of any of the objects
aforesaid.

5. The supreme control government and management of all the
property and affairs of the Hospital shall be vested in the board of
governors.

6. The board of governors may exercise all such powers and
do all such acts and things as the corporation may do but without
prejudice to the general powers conferred upon them it is hereby
expressly declared that they shall have the following powers, that
is to say, power-
(a)to appoint and at their discretion dismiss or suspend such
medical superintendents matrons secretaries nursing sisters
nurses housekeepers or other officers and servants whether
appointed for permanent temporary or special services as
they may from time to time think fit and to determine their
powers and duties and fix their salary or remuneration;
(b)to appoint any person or persons (whether incorporated or
not) to accept and hold in trust for the corporation any
property belonging to the corporation or in which it is
interested or for any other purpose and to execute and do
all such deeds and things as may be requisite in relation
to any such trust and to provide for the remuneration of the
trustee or trustees;
(c)to institute conduct defend compound or abandon any legal
proceedings by or against the corporation or its officers or
otherwise concerning the affairs of the corporation and also
to compound or allow for payment or satisfaction of any
debts due or any claims or payments by or against the
corporation;
(d)to refer any claims or demands by or against the
corporation to arbitration and observe and perform the
awards;
(e)to make and give receipts releases and other discharges for
money payable to the corporation and for the claims and
demands of the corporation;
(f) to determine who shall be entitled to sign on the corporation's
behalf bills notes receipts acceptances endorsements cheques
releases contracts and documents;
(g)save as herein provided to make vary and repeal such
orders by-laws regulations and rules as the governors may
from time to time think fit in relation to the said Hospital
and its conduct and management and as to their own duties
and procedure and proceedings and in any affairs relating
to the said Hospital;
(h)to enter into all such negotiations and contracts and rescind
and vary all such contracts and execute and do all such
acts deeds and things in the name and on behalf of the
corporation as they may consider expedient for or in relation
to any of the matters aforesaid or otherwise for the purpose
of the corporation;
(i)at any time and from time to time by power of attorney
and under the corporation's seal or by an instrument in
writing delegate any of their powers and appoint any person
or persons to be the attorney or attorneys of the corporation
for such purposes and with such powers authorities and
discretions not exceeding those vested in the board of
governors and subject to such conditions as the governors
may from time to time think fit;
(j)to appoint any committee or committees consisting of such
member or members of their own body or otherwise as they
may think fit and to delegate any of their powers to such





committee or committees and to prescribe the functions
duties and powers thereof and to revoke any delegation and
to determine all or any such functions duties and powers;
and
(k)to exercise all or any of the foregoing powers so far as
they are applicable in relation to liabilities or obligations
whether legal or moral previously incurred by the trustees
or by the nursing borne trustees and to assume responsibility
for payments by way of gratuities pensions or otherwise for
services rendered to the Matilda Hospital or the War
Memorial Hospital and to charge such payments to the
funds of the corporation and generally at the discretion of
the board to sanction new payments in respect of services
previously rendered to the Matilda Hospital or the War
Memorial Hospital.
7. The board of governors shall consist of the following and
such others as may from time to time be appointed as their successors
in accordance with the provisions hereof, or except as herein
otherwise provided, in the case of the absence from time to time of
any members of the board, their respective substitute appointed with
the consent of the board-
(a)one member who and whose successors shall be appointed
by the Chief Manager for the time being of The Hongkong
and Shanghai Banking Corporation;
(b)one member who and whose successors shall be appointed
by the manager for the time being of The Hongkong and
Shanghai Banking Corporation, Hongkong Branch;
(c)one member who and whose successors shall be appointed
by the senior representative for the time being in Hong
Kong of Jardine, Matheson & Company Limited;
(d)one member who and whose successors shall be appointed
by the senior representative for the time being in Hong
Kong of John Swire & Sons Limited;
(e)the Bishop of Victoria, Hong Kong, as defined in the Bishop
of Victoria Incorporation Ordinance, or in his absence an
Anglican clergyman resident in the Colony to be appointed
by him;
(F) the Dean of St. John's Cathedral in Victoria, Hong Kong
for the time being or in his absence a member of the clergy
of St. John's Cathedral to be appointed by him;
(g)the minister of the Union Church or in his absence the
minister of the Methodist Church for the time being;
(h)one registered medical practitioner to be appointed by the
Hong Kong and China Branch of the British Medical
Association, Hong Kong;
(i) one member to be appointed by the Governor;
(j) two registered medical practitioners to be appointed by the
members of the board of governors;
(k)A representative of Haakon J. Wallem who shall be Reidar
Johannessen and in succession to him the senior member
for the time being in Hong Kong of Wallern and Company,
8. Save for the Bishop of Victoria, Hong Kong and the Dean
of St. John's Cathedral or their respective nominees and the Minister
of the Union Church or of the Methodist Church and the
representative of Haakon J. Wallem the governors shall hold office
for a period of three years only but shall be eligible for re-
appointment.
9. The board of governors shall once in every month and may
as often as they think fit meet together for the dispatch of business
and any two governors may by notice in writing to the chairman
of the board of governors or to the duly appointed secretary or
secretaries require a meeting to be called at any time.





10. At any meeting of the board of governors a quorum shall
be constituted by five members of such board one of whom niust
be the chairman or deputy chairman.
11. The board of governors may appoint a treasurer of the
Hospital who shall be an honorary officer and may appoint from out-
side their own members a secretary or secretaries of the Hospital who
shall perform such duties and receive such remuneration as the
board from time to time may determine.
12. The board of governors shall cause minutes to be made in
books provided for the purpose-
(a) of all appointments of officers made by the board;
(b)of all the resolutions and proceedings at all meetings of the
board and of the committees appointed by them.
13. The board of governors shall cause proper books or
accounts to be kept of all receipts and payments and the accounts
of the corporation shall be balanced and the financial state of the
corporation shall be ascertained under the superintendence of the
board once in every year as at the 31st day of December in every
year and the balance sheet showing the financial state of the
corporation as on that date in each year shall be prepared. The
profit and loss account and balance sheet shall be audited by an
auditor or by auditors appointed by the board and a copy of such
account and balance sheet fully audited shall within seven days
after the date of the certificate of the auditors thereon be sent by
the board to the Governor.
14. A meeting of the board of governors shall be held not later
than the 30th day of April in each year and shall be called the
annual general meeting and at such meeting a report of all the
affairs of the Hospital with a statement of property belonging to the
Hospital and a full account of all the receipts and expenditure of
the Hospital for the year and a balance sheet drawn up as at the
31st day of December preceding shall be presented and at such
meeting the auditors for the ensuing year shall be appointed. After
the conclusion of each annual general meeting a special meeting shall
be held at which the members appointed to replace the members
retiring from the board shall take office and the board shall elect
from among their own members a chairman and deputy chairman
and such other officers as they may consider necessary for the ensuing
year.
15. All moneys received for the purpose of being applied towards
acquiring additional land or erecting buildings for the Hospital
or for paying off any debt incurred for any such purpose shall on
being received be paid to the custodian trustee for and on behalf
of the board.
16. All moneys at any time standing to the credit of the general
account which shall not be required for current expenses shall be
paid to the board of governors and any investment from time to time
held by the custodian trustee may be sold and the proceeds thereof
invested in other investments as and when the board shall direct.
17. Cheques shall be drawn under the order of the board of
governors and shall be signed by such persons in such manner as
the board may from time to time determine.
18. The board of governors shall be at liberty to appoint for
the Hospital a resident medical officer or superintendent who shall
be a British subject and registered as a medical practitioner in the
Colony and he shall exercise such functions as the board directs and
receive such remuneration as the board may from time to time
determine. The board may appoint other medical or technical officers
for service in the Hospital either for whole or part time and either
in an honorary capacity or for such remuneration and on such terms





as the board may from time to time determine. The board shall
also be at liberty to appoint for the Hospital a matron who shall be
a British subject and have such qualifications as are necessary for
a registered nursing sister in the Colony and she shall have such
functions and receive such remuneration as the board may from
time to time determine. The board shall also appoint an adequate
number of nursing sisters who shall preferably but not necessarily
be British subjects and also of nurses who shall be duly qualified to
perform such duties as may be prescribed by the governors or by the
resident medical officer or superintendent of the Hospital or the
matron from time to time.
19. Any patient in the Hospital may be attended by his own
medical attendant on the condition that he be so attended at his
own expense and without any liability on the part of the corporation
or of the board of governors or any member of the staff of the
Hospital in respect of any act of commission or omission of the
medical attendant attending such patient.
20. Except as herein otherwise provided the board of governors
shall have the sole right of making rules for and deciding as to the
suitability of any applicant for admission to the Hospital and as to
the continuance in the Hospital of any patient who may have been
admitted and to decide and regulate the fees and charges to be paid
by them. In urgent cases the admission of patients shall be in the
discretion of the resident medical officer or superintendent, or, in his
absence, of the matron, who shall as far as possible in the
circumstances act in accordance with such rules as may be made
by the board.
21. No lunatic or person suffering from any disease which in
the opinion of the resident medical officer or superintendent, or, in
his absence, of the matron, may be a source of danger or otherwise
prejudicial to other patients, may (except in case of necessity) be
admitted or retained as a patient.

22. (1) The corporation shall delegate to a committee consisting
of the members of the board of governors appointed under the
provisions of Article 7 (a), (b), (e), (f) and (g) together with the
resident medical officer or superintendent or in his absence the
matron of the Hospital the following powers-
(a)to decide upon the admission of patients under the terms
and conditions formerly applicable to the Matilda Hospital
and to direct that payment in full or in part of the charges
and expenses incurred in respect of such patients in
accordance with the scale from time to time in force shall
be made out of the income from the invested funds of the
Hospital: Provided that the number of such patients
admitted shall not at any time exceed half of the number
of in-patients which can be accommodated in the Hospital;
(b)to arrange for religious ministration in accordance with the
intentions expressed in the will and codicil of Granville
Sharp, deceased.
(2) This Article shall apply to the Hospital as constituted
at the commencement of this Ordinance and to such additions thereto
as the Board may by resolution determine but shall not apply to
the South Wing of the Hospital to be erected in memory of Sir
Vandeleur M. Grayburn.
23. The board shall have power to repeal, replace or amend
these articles or any of them: Provided that-
(a)a resolution authorizing any such repeal, replacement or
amendment shall have been passed by the majority of not
less than three-fourths of the members of the board; and
(b)consent in writing thereto shall have been given by the
Governor.
41 of 1949. (14 of 1923.) Short title. Interpretation. (14 of 1923.) Description and incorporation. Constitution and board of governors. Powers of corporation. [s. 5 cont.] Powers of custodian trustee. Internal management and amendment of constitution. Vesting of certain properties. Discharge of trustees. Vesting of certain properties. Appointment of custodian trustee. Declaration of trusts. (Cap. 29.) Saving. Citation. Interpretation. (Cap. 298.) (14 of 1923.) Title of Hospital. Objects of Hospital. Supreme control of Hospital. Powers of board of governors. [Sch. Cont.] Constitution of board of governors. (Cap. 267.) Board of governors. Tenure of office. Monthly meeting of board. Quorum. Appointment of treasurer and secretary. Minutes. Books, accounts and audit. Annual general meeting of board. Custody of moneys received. Investment of surplus moneys. Cheques. Appointment of medical and nursing staff. [Sch. Cont.] Private medical attendants Rules for admission to Hospital. Power to exclude certain patients. Conditions of admission to Hospital. Power of board to amend, etc. Constitution Procedure.

41 of 1949. (14 of 1923.) Short title. Interpretation. (14 of 1923.) Description and incorporation. Constitution and board of governors. Powers of corporation. [s. 5 cont.] Powers of custodian trustee. Internal management and amendment of constitution. Vesting of certain properties. Discharge of trustees. Vesting of certain properties. Appointment of custodian trustee. Declaration of trusts. (Cap. 29.) Saving. Citation. Interpretation. (Cap. 298.) (14 of 1923.) Title of Hospital. Objects of Hospital. Supreme control of Hospital. Powers of board of governors. [Sch. Cont.] Constitution of board of governors. (Cap. 267.) Board of governors. Tenure of office. Monthly meeting of board. Quorum. Appointment of treasurer and secretary. Minutes. Books, accounts and audit. Annual general meeting of board. Custody of moneys received. Investment of surplus moneys. Cheques. Appointment of medical and nursing staff. [Sch. Cont.] Private medical attendants Rules for admission to Hospital. Power to exclude certain patients. Conditions of admission to Hospital. Power of board to amend, etc. Constitution Procedure.

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