Cap. 1035

To provide for 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 and for the administration of the said property 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](Format changes—E.R. 4 of 2022)Preamble 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 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 (14 of 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. Short title This Ordinance may be cited as the Matilda and War Memorial Hospital Ordinance. 2. Interpretation In this Ordinance, unless the context otherwise requires—board of governors or board (董事會) means the board of governors referred to in section 4 and specified in article 7 of the constitution;constitution (章程) means the articles of constitution referred to in section 4 and specified in the Schedule;corporation (法團) means the Matilda and War Memorial Hospital named and incorporated in accordance with the provisions of section 3;nursing home trustees (護理院受託人) means the trustees appointed in accordance with the provisions of section 3 of the War Memorial Trustees Ordinance 1923 (14 of 1923);trustees (受託人) means the trustees of the will and codicil of Granville Sharp, deceased.(Amended 21 of 1984 s. 2) 3. Description and incorporation 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. Constitution and board of governors 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. Powers of corporation (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. Seal and sealing All deeds and other instruments requiring the seal of the corporation shall be sealed 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. Internal management and amendment of constitution 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. Vesting of property 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. (Repealed 21 of 1984 ss. 6 & 7) 10. (Repealed 21 of 1984 ss. 6 & 7) 11. Saving Nothing in this Ordinance shall affect or be deemed to affect the rights of the Central Authorities or the Government of the Hong Kong Special Administrative Region under the Basic Law and other laws, 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.(Amended 41 of 1999 s. 3) Schedule [ss. 2 & 4]Articles of Constitution 1. Citation These articles shall be cited as the articles of constitution of the Matilda and War Memorial Hospital. 2. Interpretation In these articles, unless the context otherwise requires—Hospital (醫院) 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 (條例) means the Matilda and War Memorial Hospital Ordinance (Cap. 1035);War Memorial Hospital (戰爭紀念醫院) means the hospital specified in the War Memorial Nursing Home Trustees Ordinance 1923 (14 of 1923). 3. Title of Hospital The Hospital shall be called the Matilda and War Memorial Hospital. 4. Objects of Hospital 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 be made to the Hospital (including among the gifts that have been made a gift of ￡50,000 sterling made by 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. Supreme control of Hospital The supreme control, government and management of all the property and affairs of the Hospital shall be vested in the board of governors. 6. Powers of board of governors 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. Constitution of board of governors 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; (Amended L.N. 333 of 1989)(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;(c) 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. Board of governors. Tenure of office 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. Appointment of alternates (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 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. (Amended L.N. 4 of 1991)(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. Monthly meeting of board 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 L.N. 26 of 1965; 21 of 1984 s. 8) 10. Quorum At any meeting of the board of governors, a quorum shall be constituted by 4 members of the board.(Replaced L.N. 24 of 1965. Amended L.N. 4 of 1991) 10A. Resolution in writing A resolution in writing signed by all members of the board of governors shall be as effective for all purposes as a resolution of the board of governors passed at a meeting. A written notification of confirmation of such resolution in writing sent by a member of the board of governors shall be deemed to be his signature to such resolution in writing for the purposes of this article. A resolution in writing may consist of several documents, each signed by one or more members of the board of governors.(Added L.N. 4 of 1991) 11. Appointment of treasurer and secretary 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 time may determine. 12. Minutes 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. Books, accounts and audit 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 Chief Executive.(Amended 41 of 1999 s. 3) 14. Annual general meeting of board 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. Custody of moneys received 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. Investment of surplus moneys 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 L.N. 25 of 1965; 21 of 1984 s. 8) 17. Cheques 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. Appointment of medical and nursing staff 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 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 I of the register of nurses maintained under the Nurses Registration Ordinance (Cap. 164). 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 (Cap. 164)), 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. Private medical attendants 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. Rules for admission to Hospital 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. Power to exclude certain patients 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. Appointment of sub-committees (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.(c) 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. Power of board to amend, etc. Constitution. Procedure 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 Chief Executive. (Amended 41 of 1999 s. 3)