MATILDA AND WAR MEMORIAL HOSPITAL ORDINANCE

MATILDA AND WAR MEMORIAL HOSPITAL ORDINANCE

LAWS OF HONG KONG

MATILDA AND WAR MEMORIAL
HOSPITAL ORDINANCE

CHAPTER 1035





CHAPTER 1035

MATILDA AND WAR MEMORIAL HOSPITAL

To providefor the holding of the property 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 War
Memorial Nursing Home andfor the administration of the said
properly and funds for maintaining, endowing, supporting,
carrying on or otherwise promoting subject to the provisions of
this Ordinance a hospital in substitution for the Matilda Hospital
and the War Memorial Nursing Home as heretofore constituted
and to be called the 'Matilda and War Memorial Hospital'.

[7 October 1949.]

WHEREAS in pursuance of the Will and Codicil of Granvillr 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 in 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, American 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, hereinafter 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 may be cited as the Matilda and War Memorial
Hospital Ordinance.

2. In this Ordinance, unless the context otherwise requires





'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' means the Matilda and War Memorial Hospital named
and incorporated in accordance with the provisions of section 3;

'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..

(Amended, 21 of 1984, s. 2)

3. A hospital to be named the -Matilda and War Memorial
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 may
use a common seal and may break, change, alter and make anew 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 constitution 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 do any of the following
acts, namely, to acquire, accept leases of, purchase, take, hold and enjoy
any lands, buildings, messuages or tenements of what nature or kind
soever and wheresoever situate, 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, and so that by virtue of the powers conferred by this
subsection any investment or other property may be acquired whether
or not it is producing or is expected to produce income. (Amended, 21 of
1984, s. 3)

(2) The corporation shall further have power to do any of the
following acts, namely, to borrow or raise money and to give securities
for the repayment thereof, to grant. sell, convey, assign, surrender,
exchange, partition,, yield up, mortgage, demise, reassign, transfer or
otherwise dispose of any lands, buildings, messuages, tenements,
mortgages, debentures, stocks, funds, shares or securities, and to enter
into any contract or arrangement of any kind as the corporation may
think fit:





Provided that the powers conferred by this section shall only be
exercised for the purpose of endowing, supporting, maintaining,
carrying on or otherwise promoting the work of the corporation.
(Replaced, 21 of 1984, s. 3)

6. All deeds and other instruments requiring the seal of the
corporation shall be scaled in the presence of 2 members of the board of
governors and shall be signed by 2 members of the board of governors.

(Replaced, 21 of 1984, s.
4)

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

8. The property and assets of whatsoever description hitherto
vested in the Hong Kong Bank Trustee Limited as custodian trustee for
the corporation are hereby transferred to and vested in the corporation.

(Replaced, 21 of 1984, s.
5)

9-10. [Repealed, 21 of 1984, ss. 6 & 71

11. Nothing in this Ordinance shall affect or be deemed to affect the
rights of Her Majesty the Queen, Her 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.

SCHEDULE [ss. 2 & 4.1

ARTICLES OF CONSTITUTION

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

2. In these articles, unless the context otherwise requires-

'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 in 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)in continuation of the work and traditions of the Matilda and War
Memorial Hospital and in memory of Matilda Lincolne Sharp, resident of
Hong Kong from 1858 to 1893, and in continuation also of the work and
traditions of the War Memorial Nursing Home (first established after the
Great War of 1914-18 as a memorial to those residents of Hong Kong
who saw active service in that War)





(i) to provide in Hong Kong the facilities and services of a hospital or
hospitals and of a nursing home or nursing homes;

(ii) to provide in Hong Kong medical and surgical treatment and aid or
any other assistance and all kinds of medical, surgical, dental and nursing
care and all remedies and requisites in case of accident or illness and to do
so either gratuitously or in return for such payment as may from time to
time be authorized by the board of governors;

(iii) to provide facilities for training in medicine, surgery, dentistry,
nursing and hospital work and all kinds of medical, surgical, nursing and
dental care;

(iv) to provide facilities for and to promote (and join in promoting)
research into and investigation of diseases and their causes, diagnosis,
treatment and cure and research aimed at the progressive elimination of
diseases and the promotion of good health among all members of the
community; . .

(b)to raise funds and to accept and administer subscriptions, gifts and bequests
for all or any of the foregoing objects or for other purposes which in the
opinion of the-board of governors can conveniently be carried into effect
by the Hospital as part of or in conjunction or connexion with its work in
Hong Kong and without derogation from the generality of the foregoing to
continue the administration and application of all such funds and all gifts
that have been made or may hereafter he made to the Hospital (including
among the gifts that have been made a gift of
Mr. Haakon J. Wallem in memory of Sir Vandeleur M. Grayburn) and to
administer and apply the same together with any other funds which may be
or be made available for the purposes of the Hospital or for similar
purposes and so that the care and facilities provided by the Hospital may be
made available without charge or in return for such payment and on such
terms generally in all respects as the board of governors in their absolute
discretion think fit;

(c)generally to do all things which the board of governors consider reasonably
necessary or expedient for, or conducive or incidental to, the carrying out
of all or any of the objects aforesaid.

(Replaced, 21 of 1984, s. 8)

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, doctors, matrons, secretaries, nursing sisters, paramedical
staff, 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 make
provision for the remuneration of and payment of pensions and gratuities
to such persons including the provision of pensions and other benefits for
any spouse or dependants of any such person; (Amended, 21 of 1984, s. 8)

(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 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; (Amended, 21 of
1984, s. 8)

(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 home 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 persons-

(a)one member who and whose successors shall be appointed by the
Chairman for the time being of The Hongkong and Shanghai Banking
Corporation;

(b)one member who and whose successors shall be appointed by the
Chairman and Senior Managing Director for the time being of Jardine,
Matheson & Co., Limited;

(e)one member who and whose successors shall be appointed by the senior
resident executive for the time being in Hong Kong of the Swire Group of
Companies;

(d)one member who shall be appointed by the senior resident executive for
the time being in Hong Kong of the Wallem Group of Companies;

(e) 2 registered medical practitioners to be appointed by the board of
governors;

(f)not more than 2 other members who and whose successors shall be chosen
by the board of governors with a view to having on the board (so far as
possible) persons who are drawn, in conjunction with other members of
the board of governors, from the principal communities and sections of






society in Hong Kong;

(g)a person to represent the religious communities of Hong Kong who shall
be chosen by the board of governors.

(Replaced, 21 of 1984, s. 8)

8. Each member of the board of governors shall hold office-

(a) until he submits his resignation in writing to the board of governors; or

(b)until he is removed from office by notice in writing given to the board of
governors by his appointor.

(Replaced, 21 of 1984, s. 8)

8A. (a) Any member of the board of governors may appoint any person
previously approved in writing by the board of governors to be an
alternate or substitute member of the board of governors to act in his
place or stead during his absence abroad and such appointee whilst he
holds office as an alternate member of the board of governors shall be
entitled to notice of meetings of the board of governors and to attend
and- vote thereat





accordingly but he shall ipso facto vacate office if and when the
appointor vacates office as a member of the board of governors or
removes the appointee as his alternate or substitute.

(b)Any appointment or removal under paragraph (a) shall be effected by
notice in writing under the hand of the member of the board of governors
making the same.

(c)One person may act as alternate or substitute member of the board of
governors for more than one member of the board of governors and while
he is so acting shall be entitled to a separate vote for each member he is
representing and if he is himself a member of the board of governors his
vote or votes as an alternate or substitute member shall be in addition to
his own vote.

(Added, 21 of 1984, s. 8)

9. The board of governors shall once in every.3 months and may as often as
they think fit meet together for the dispatch of business and any 2 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. The
board of governors may in their discretion reimburse any travelling expenses
necessarily incurred by any member of the board of governors in attending any
meeting of the

board of governors. (Amended, 21 of 1984, s. 8)

10. At any meeting of the board of governors, a quorum shall be constituted
by 5 members of the board.

11. The board of governors may appoint a treasurer of the Hospital who shall
be an honorary officer and may appoint from outside 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 lime 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 31 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 7 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 30 June
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 31 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.







(Amended, 21 of 1984, s.
8)

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 corporation for
and on behalf of the board.

(Amended, 21 of 1984, s.
8)

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 corporation
and any investment from time to time held by the corporation may be sold and the
proceeds thereof invested in other investments as and when the board shall
direct.

(Amended, -21 of 1984, s.
8)





17. Cheques shall be drawn under the order of the board of governors and shall
be signed by such person or persons in such manner as the board may from time to
time determine.

(Amended. 21 of 1984, s.
8)

18. The board of governors shall be at liberty to appoint for the Hospital a
resident medical officer or superintendent who shall be registered as a medical
practitioner in Hong Kong. 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 a ' 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
have such qualifications as are necessary to be registered in Part 1 of the register of
nurses maintained under the Nurses Registration Ordinance. 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 registered nurses
and enrolled nurses (as defined in the Nurses Registration Ordinance), all of whom
shall be duly qualified to perform such duties as may be prescribed by the board or
by the resident medical officer, the superintendent of the Hospital or the matron
from time to time.

(Replaced, 21 of 1984, s.
8)

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
ofthe 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.(a) The board of governors shall have power to appoint sub-committees
with such terms of reference and powers as the board of governors may
from time to time prescribe.

(b)Each sub-committee shall consist of not less than 3 members of the board
of governors one of whom shall be appointed by the board of governors
as the convener thereof.

(r)The meetings of a sub-committee shall be convened by its convener and if
the convener shall not be present within 15 minutes after the time
appointed for holding the meeting the members of the sub-committee
may stand the meeting adjourned or may elect one of the members
present to act as convener of that meeting in which event the meeting
shall proceed.

(d)A quorum of each sub-committee shall be such number of its members as
the board of governors may prescribe but, in any event, at least 2 of its
members.







(e)A resolution in writing signed by all the members of a sub-committee for
the time being in Hong Kong (not being less than the number required to
constitute a quorum) shall be an effective resolution of such sub-
committee for all purposes.

(Replaced, 21 of
1984,s.8)

23. The board of governors 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.
Originally 41 of 1949. (Cap. 298, 1950.) L.N. 24/65. L.N. 25/65. L.N. 26/65. L.N. 140/72. 80 of 1982. 21 of 1984. Preamble. (14 of 1923.) Short title. Interpretation. Schedule. (14 of 1923.) Description and incorporation. Constitution and board of governors. Schedule. Powers of corporation. Seal and sealing. Internal management and amendment of constitution. Vesting of property. Saving. Citation. Interpretation. (Cap. 1035.) (14 of 1923.) Title of Hospital. Objects of Hospital. Supreme control of Hospital. Powers of board of governors. Constitution of board of governors. Board of governors. Tenure of office. Appointment of alternates. Monthly meeting of board. L.N. 26/65. Quorum. L.N. 24/65. Appointment of treasurer and secretary. Minutes. Books, accounts and audit. Annual general meeting of board. Custody of moneys received. Investment of surplus moneys. L.N. 25/65. Cheques. Appointment of medical and nursing staff. (Cap. 164.) Private medical attendants. Rules for admission to Hospital. Power to exclude certain patients. Appointment of sub-committees. Power of board to amend, etc. Constitution. Procedure.

Originally 41 of 1949. (Cap. 298, 1950.) L.N. 24/65. L.N. 25/65. L.N. 26/65. L.N. 140/72. 80 of 1982. 21 of 1984. Preamble. (14 of 1923.) Short title. Interpretation. Schedule. (14 of 1923.) Description and incorporation. Constitution and board of governors. Schedule. Powers of corporation. Seal and sealing. Internal management and amendment of constitution. Vesting of property. Saving. Citation. Interpretation. (Cap. 1035.) (14 of 1923.) Title of Hospital. Objects of Hospital. Supreme control of Hospital. Powers of board of governors. Constitution of board of governors. Board of governors. Tenure of office. Appointment of alternates. Monthly meeting of board. L.N. 26/65. Quorum. L.N. 24/65. Appointment of treasurer and secretary. Minutes. Books, accounts and audit. Annual general meeting of board. Custody of moneys received. Investment of surplus moneys. L.N. 25/65. Cheques. Appointment of medical and nursing staff. (Cap. 164.) Private medical attendants. Rules for admission to Hospital. Power to exclude certain patients. Appointment of sub-committees. Power of board to amend, etc. Constitution. Procedure.

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