PART II.

The Board of Governors of Saint Laurence's Hospital.

Establishment, Constitution and Membership of the Board.

5. —(1) There shall be established on the first appointed day a board (in this Act referred to as the Board) to be styled and known as “The Board of Governors of Saint Laurence's Hospital” to fulfil the functions assigned to it by this Act.

(2) The Board shall be a body corporate with perpetual succession and an official seal (which shall be judicially noticed) and power to sue and be sued in its corporate name and to hold land.

(3) Subject to any order made by the Minister under sub-section (4) of this section, the Board shall consist of a number of members equal to the number of members of the existing governing body immediately before the first appointed day.

(4) The Minister may at any time after the first appointed day from time to time by order alter the constitution of the Board in such manner as he thinks fit and any such order may contain such ancillary provisions as the Minister thinks expedient for the purposes of the order.

(5) Every order made under sub-section (4) of this section shall be laid before each House of the Oireachtas as soon as conveniently may be after it is made and if a resolution annulling such order is passed by either House of the Oireachtas within the next subsequent twenty-one days on which that House has sat after such order is so laid before it such order shall be annulled accordingly but without prejudice to the validity of anything previously done under such order.

6. —(1) Each person who is, immediately before the first appointed day, a member of the existing governing body shall on the first appointed day become and be, by virtue of this sub-section, a member of the Board.

(2) Subject to the provisions of any order of the Minister altering the constitution of the Board every member of the Board shall hold office until he dies, resigns or is removed from office.

(3) A member of the Board may at any time resign his office by sending to the Minister a letter tendering his resignation, and his resignation shall take effect as on and from the date of the reception of such letter by the Minister.

(4) The Minister may at any time by order remove from office all or any of the members of the Board.

(5) Whenever a member of the Board dies, resigns or is removed from office, the Minister may, if he sees fit, appoint a person to fill the vacancy.

Proceedings of the Board.

7. —(1) The Board shall hold its first meeting on such day, at such time and in such place as the Minister may appoint.

(2) The Board shall in every year commencing after the holding of its first meeting hold a meeting (in this Act referred to as an annual meeting) on such date as the Minister may appoint.

(3) Subject to the provisions of this section, the Board shall hold such and so many meetings as may be necessary for the due execution of its duties.

8. —(1) The Board shall, at its first meeting and also at every annual meeting, elect one of its members to be chairman of the Board and another of its members to be vice-chairman of the Board.

(2) Every person elected to be chairman or vice-chairman of the Board shall, unless he sooner dies, resigns or becomes disqualified, hold office as chairman or vice-chairman until his successor is elected.

(3) Whenever the office of chairman or vice-chairman becomes vacant through the death, resignation, or disqualification of the chairman or vice-chairman, the Board shall at the next meeting after such vacancy has taken place elect one of its members to be chairman or vice-chairman.

(4) The chairman or vice-chairman of the Board may at any time resign his office as chairman or vice-chairman by letter addressed to the Board, and every such resignation shall take effect at the commencement of the meeting of the Board held next after the receipt of such resignation by the Board.

(5) Whenever the chairman or the vice-chairman of the Board ceases during his term of office as such chairman or vice-chairman to be a member of the Board he shall be disqualified from being and shall forthwith cease to be such chairman or vice-chairman.

(6) Whenever, at the election of chairman of the Board, there is an equality of votes for two or more persons, one of these persons shall be elected by lot.

9. —(1) The quorum for a meeting of the Board shall be three.

(2) At a meeting of the Board—

(a) the chairman of the Board shall, if he is present, be chairman of the meeting;

(b) if and so long as the chairman of the Board is not present or if the office of chairman is vacant, the vice-chairman of the Board shall, if and so long as he is present, be chairman of the meeting;

(c) if and so long as the chairman of the Board is not present or if the office of chairman is vacant and the vice-chairman is not present or the office of vice-chairman is vacant, the members of the Board who are present shall choose one of their number to be chairman of the meeting.

(3) Every question at a meeting of the Board shall be determined by a majority of the votes of the members present and voting on the question, and, in case of an equal division of votes, the chairman of the meeting shall have a second or casting vote save where the question is the election of the chairman.

(4) The Board may act notwithstanding one or more vacancies amongst its members.

(5) Subject to the provisions of this Act, the Board shall regulate, by standing orders or otherwise, the procedure and business of the Board.

10. —(1) The Board shall immediately upon its establishment provide itself with a seal.

(2) The seal of the Board shall be authenticated by the signature of the chairman of the Board or some other member thereof duly authorised by the Board to act in that behalf and the signature of an officer of the Board duly authorised by the Board to act in that behalf.

Officers and Servants of the Board.

11. —(1) Subject to the provisions of this section, the Board shall not, without the consent of the Minister—

(a) exercise, in relation to any office or employment under the Board, the powers conferred on the Board by sub-section (1) of section 12 (which relates to officers and servants) of this Act, or

(b) exercise, in relation to any person for the time being holding any office or employment under the Board, the powers conferred on the Board by any of the following provisions of this Act, namely, sub-section (2) of section 12 , section 13 (which relates to removal from office of officers and dismissal of servants) and sub-section (4) of section 38 (which relates to transfer of officers and servants of the existing governing body).

(2) The Minister may, whenever and so often as he thinks fit, by order declare, in relation to any office or employment under the Board, that the powers conferred on the Board by sub-section (1) of section 12 of this Act may be exercised by the Board without the consent of the Minister, and whenever any order is made under this sub-section and is in force, the said powers may, in relation to the office or employment specified in such order, be exercised without such consent.

(3) The Minister may, whenever and so often as he thinks fit, by order declare that the powers conferred by any one or more of the following provisions of this Act, namely, sub-section (2) of section 12 , section 13 , and sub-section (4) of section 38 , may, as respects any person who is for the time being the holder of any specified office or employment under the Board, be exercised without the consent of the Minister, and whenever any order is made under this sub-section and is in force, the powers conferred on the Board by such of the said provisions as may be specified in such order may, in relation to any person who is for the time being the holder of the office or employment specified in such order, be exercised without such consent.

(4) The Minister may at any time by order revoke any order made under sub-section (2) or sub-section (3) of this section.

12. —(1) The Board may appoint such and so many officers and employ such and so many servants as the Board may from time to time think proper.

(2) The Board may pay and make to any officer or servant of the Board such remuneration and allowances as the Board may from time to time fix.

(3) Every officer and servant of the Board shall perform such duties as the Board may from time to time assign to such officer or servant.

13. —The Board may remove from office any officer of the Board or dismiss any servant of the Board.

14. —(1) The Board shall, as soon as conveniently may be, prepare and submit to the Minister a scheme (in this section referred to as a pension scheme) with the object of providing pensions and gratuities for or in respect of paid officers and servants of the Board and (subject to confirmation thereof by the Minister) carry such scheme into execution.

(2) The amount of any pension or gratuity provided under a pension scheme shall be calculated by reference, in addition to such other matters as may be prescribed by such pension scheme, to service under the Board.

(3) A pension scheme—

(a) shall provide that, in the case of a person (in this sub-section referred to as a transferred officer or servant) who, having been an officer or servant of the existing governing body, becomes by virtue of this Act an officer or servant of the Board, service under the existing governing body shall be reckoned, for the purpose of such scheme, as service under the Board;

(b) shall provide for the payment to or in respect of officers and servants of the Board to whom such scheme applies of pensions and gratuities at such times and subject to such conditions and restrictions as may be prescribed by such scheme, and for the calculation of the amounts of such pensions and gratuities;

(c) may provide for the application of such scheme to any transferred officer or servant who has ceased to be an officer or servant of the Board before the date on which such scheme comes into operation;

(d) may provide for the payment of contributions towards the financing of such scheme by officers and servants of the Board to whom such scheme applies.

(4) The Board may at any time by a subsequent pension scheme (in this and the next following sub-section referred to as an amending scheme) amend a pension scheme or a previous amending scheme, and any such amending scheme may be expressed to operate retrospectively.

(5) An amending scheme shall not be so framed as to terminate or reduce any pension which was, immediately before the coming into force of such an amending scheme, payable under the scheme thereby amended.

(6) A scheme under this section shall not come into force unless and until it has been confirmed by order of the Minister.

(7) An order of the Minister confirming a scheme under this section shall appoint the date on which such scheme is to come into force and as on and from the date so appointed such scheme shall have statutory effect.

(8) If any question arises under a scheme under this section, such question shall be referred to the Minister whose decision shall be final.

Financial Provisions.

15. —(1) The Board shall cause to be kept proper accounts of all income and expenditure of the Board, and of the sources of such income and the subject matter of such expenditure, and of the property, credits and liabilities of the Board.

(2) The financial year of the Board shall be the calendar year, and for the purposes of this provision the period commencing on the first appointed day and ending on the next following 31st day of December shall be deemed to be a calendar year.

(3) The statement of accounts of the Board for each financial year shall, as soon as may be after the end of such financial year, be prepared and after such preparation be audited by and be subject to a report by a duly qualified accountant appointed annually by the Board.

(4) Upon completion of an audit under this section a copy of the balance sheet and profit and loss account as certified by the auditor and a copy of the auditor's report shall be sent by the Board to the Minister.

16. —(1) Any funds in the hands of the Board may be invested by the Board in trustee securities.

(2) Where any securities become under this Act or otherwise vested in the Board, such securities may be retained and held by the Board notwithstanding that such securities are not trustee securities.

(3) The Board may from time to time vary or transpose any moneys held by it in the form of investments into other investments which are trustee securities and may at any time sell and convert into money all or any investments held by it.

(4) In this section the expression “trustee securities” means securities in which trustees are by the law for the time being in force authorised to invest trust funds.

17. —The Board may, for purposes of defraying any expenses incurred or to be incurred by it for the purposes of its powers and duties, borrow by means of bank overdraft or otherwise and may secure any moneys so borrowed and interest thereon by a mortgage or charge on any property of the Board.

Miscellaneous Provisions.

18. —The Board may make all such contracts as may be necessary for the purposes of its functions under this Act.

19. —The Board shall have power to accept any real or personal property as an endowment generally or upon trust for any purposes connected with the new hospital.

20. —(1) All minutes of the proceedings at a meeting of the Board which purport to be signed by the chairman of such meeting or by the chairman of the next subsequent meeting of the Board shall (without proof of the signature of the person by whom such minutes purport to be signed or that such person was in fact the chairman of the meeting at which such minutes purport to have been signed) be received in all legal proceedings as prima facie evidence of the proceedings at the meeting to which such minutes relate and as prima facie evidence that such meeting was duly convened and held and that the proceedings thereat were duly transacted according to law.

(2) A copy of a resolution passed or an instrument made at a meeting of the Board which purports to be certified by an officer of the Board authorised by the Board in that behalf, to be a true copy of such resolution or instrument shall be received in all legal proceedings as prima facie evidence of the passing of such resolution or the making of such instrument (as the case may be) and of the terms thereof without proof of the signature of the person by whom such copy purports to be so certified or that he was in fact an officer of the Board so authorised.

In this sub-section the word “instrument” means any instrument in writing.