By-Laws - Board of Governors

GENERAL BY-LAWS OF THE BOARD OF GOVERNORS OF NIPISSING UNIVERSITY

May 2012

GENERAL BY-LAWS OF THE BOARD OF GOVERNORS OF NIPISSING UNIVERSITY

All previous by-laws are hereby repealed and the following by-laws are enacted by the Board of Governors of Nipissing University.

I. INTERPRETATION

1. In these by-laws,
1. "Act" means The Nipissing University Act.
2. "Appointed Board Member" means a member elected by the Board or appointed by the Lieutenant-Governor-in-Council. An Appointed Board Member has voting privileges.
3. "Board" means the Board of Governors of the University so described in Section II.
4. "Chancellor" means the Chancellor of the University.
5. "Constituent Board Member" means a member appointed or elected by the representative constituency as defined in Section II e) to i). A Constituent Board Member has voting privileges.
6. "Ex-officio" means a member by virtue of the person's office. The position may be "voting" or "non-voting".
7. "Member" means an Appointed Board Member or a Constituent Board Member.
8. "Officer of the Board" means the Chair of the Board, Vice-Chair of the Board, Vice-Chair Pro Tem, President, the Vice-President(s), the Secretary of the Board, and such members as the Board may designate from time to time. Voting privileges apply to the Board Chair, Vice-Chair, Vice-Chair Pro Tem and President. The Vice-Presidents and the Secretary of the Board do not have voting privileges.
9. "Officer of the University" means the President, Vice-President(s), and such other officers as may be designated from time to time by the Board. Voting privileges apply only to the President. The Vice-Presidents do not have voting privileges.
10. "Official Observer" means such members of the University community or the community-at-large as approved by the Chair of the Board to attend or participate in discussion (non-voting) at Board meetings.
11. "Signing Officer" means any Officer of the Board and any Officer of the University so designated by the Board of Governors.
12. "Teaching Staff" includes professors, associate professors, assistant professors, lecturers, associates, instructors, and all others engaged in the work of teaching or giving instruction.
13. "University" means Nipissing University.

II. COMPOSITION OF THE BOARD

1. The composition of the Board, as established by the Act of Incorporation, shall consist of not more than 26 members as follows:
1. The Chancellor and President of the University, who shall be members by virtue of their offices.
2. The Mayor of North Bay or a member of the City Council designated by the Mayor, who shall be a member by virtue of his/her office.
3. Six persons appointed by the Lieutenant-Governor-in-Council.
4. Seven persons elected by the Board to represent a broad spectrum of the public.
5. Two persons elected by the Senate from among the faculty members on the Senate and two faculty members who are non-Senators elected by the faculty-at-large. Where possible, there should be representation from each faculty.
6. Two students of the University elected by the students of the University.
7. Two full-time, non-teaching employees of the University elected by the full-time, non-teaching employees of the University.
8. One person, who is neither a student nor a faculty member nor Officer of the University, appointed by the University Alumni Association from among its members.
9. One person appointed by the Aboriginal Council on Education, established by the University, from among its members.

III. TERM OF OFFICE

1. An Appointed Board Member’s term shall be three years. He/She shall not serve for more than six consecutive years but shall be eligible again for appointment or election to the Board after one year's absence from the Board.
2. The term of office of the Chancellor shall be four years and he or she may be appointed for a maximum of two consecutive terms.
3. All Constituent Board Members shall be eligible to hold office for a maximum of six consecutive years.
4. The commencement of the Board Member's appointment shall be July 1 of each year unless an appointment is made mid-term to replace a vacated position on the Board. The retirement date shall be June 30th of each year.
5. The commencement of the student representatives’ appointment shall be May 1 of each year unless an appointment is made mid-term to replace a vacated position on the Board. The retirement date shall be April 30 of each year.

IV. CORPORATE SEAL AND EXECUTION OF DOCUMENTS

1. The corporate or common seal of the University shall be in the custody of the President, or designate, or such other person as the Board may, from time to time, designate.
2. 1. All contracts, documents or instruments requiring approval by Board resolution shall be signed by any two of the President, Vice-Presidents, Chair of the Board or Chair of the Audit and Finance Committee of the Board, and all such contracts, documents or instruments in writing, so signed, shall be binding upon the Board without any further formality. The Corporate Seal of the University may, when required, be affixed to the said signed contracts, documents or instruments in writing.
   2. All other contracts, documents or instruments in writing of an administrative nature requiring execution by the University, or on behalf of the University, shall be signed by any two of the President, Vice-Presidents, Chair of the Board or Chair of the Audit and Finance Committee of the Board, and all such contracts, documents or instruments in writing, so signed, shall be binding upon the Board and the University without any further authorization or formality. The corporate seal of the University may, when required, be affixed thereto.
   3. All negotiable instruments issued by the University shall be signed by any two of the President, Vice-Presidents, Chair of the Board or Chair of the Audit and Finance Committee of the Board or any Officer of the Board or any other Officer so designated by the Board of Governors in such manner as may be designated, from time to time, by the Board.

V. POWERS OF THE BOARD

Except for those matters assigned by the Act to the Senate, the government of the University, the control of its property and revenues, and the conduct of its business affairs, are vested in the Board.

1. The Board may exercise such powers as are necessary to carry out its duties and, without limiting the generality of the foregoing, the Board may:
1. Appoint and remove the President, in consultation with the Senate.
2. Appoint, promote, suspend, grant leave to and remove the Teaching Staff, the Deans of all the faculties, and all other officers and employees of the University.
3. Grant tenure to a member of the faculty and terminate such tenure.
4. Fix the duties and salaries and other benefits of the officers and employees of the University.
5. Appoint and discharge committees, but if the Board delegates to a committee, the power and authority to act for the Board, a majority of the members of the committee shall be members of the Board.
6. Plan and implement the physical development of the University.
7. Establish and collect fees and charges for academic tuition and for services of any kind that may be offered by the University, and collect other fees and charges, as approved by the Board, on behalf of any entity, organization or element of the University.
8. Regulate the conduct of the members of the faculty, students, officers and employees of the University and of all other persons coming upon and using the University's property or deny any person access to the University's property.
9. Establish and enforce rules and regulations with regard to the use and occupancy of the University's buildings, grounds and facilities.
10. Make by-laws and regulations for the conduct of the Board's affairs.
2. Where there is a question as to the proper body within the University to exercise jurisdiction in a discipline matter, the Board shall determine which body has jurisdiction, and the decision of the Board will be final.

VI. ELECTION OF BOARD MEMBERS

1. Each year, at its April meeting, the Board shall hear the names of those members described in Section II whose terms expire during the current year. These names shall be recorded in the official minutes of the April Board meeting.
2. Twenty-one (21) days before the May annual meeting of the Board, the Secretary of the Board, on behalf of the Chair of the University Governance Committee, shall distribute to the members of the Board a copy of the slate of nominations for the members of the Board, other than the Constituent Members, which are to be submitted to the May annual meeting by the University Governance Committee.
3. Not less than (7) days prior to the May annual meeting, the Secretary of the Board may receive further written nominations signed by at least two members of the Board providing that a signed statement of the nominee(s) is included indicating that he/she is willing to serve.
4. Seven (7) days before the May annual meeting of the Board, the Secretary of the Board shall distribute any additional nominations received to the Members of the Board.
5. At the May annual meeting, the Board shall receive from the University Governance Committee:
1. A slate of nominations for Board membership equal to the total number of vacancies.
2. In addition to the names in (a) above, the Board shall receive, after the appropriate elections, the names of the four faculty members, the two student members, the alumni member, the two full-time non-teaching employees, and the member of the Aboriginal Council on Education.
6. One election will be held to fill the vacancies on the Board.
1. In the event there are more names in nomination than there are vacancies on the Board, an election by closed ballot shall be held.
2. In marking the election ballot, each Member of the Board present can vote for a maximum number of nominees equivalent to the number of vacancies to be filled.
3. Scrutineers shall be one Board Member, selected by the Chair of the Board, and the Secretary of the Board.
7. The Board shall declare the vacancies filled from the list of the names of the nominees ranked in the order of the highest number of votes to the lowest number of votes cast for each individual.
8. In the event of a tie vote, the Chair of the Board of Governors may cast the deciding ballot, between the nominees so tied.
9. The University Governance Committee will, with the approval of the Executive Committee, designate successful candidates as either a "Board appointment" or nomination for a "Lieutenant-Governor-in-Council appointment".

VII. ELIGIBILITY FOR ELECTION TO THE BOARD OF GOVERNORS

1. Any person is eligible for election to the Board of Governors whose name is submitted to the May annual meeting with the following exceptions:
2. No person appointed to represent the public shall be a full-time student, faculty member or Officer of the University or any federated or affiliated college, or a member of the faculty, staff, full-time student body, governing body or Senate of any other institution of higher learning (i.e., government recognized postsecondary institutions).
3. A person who is not a Canadian citizen or permanent resident of Canada.
4. A partner/spouse of a current full-time staff member (faculty, administration or support staff) is not eligible for consideration of Board membership due to a conflict of interest.

VIII. ELECTED OFFICERS OF THE BOARD

1. The length of term of each elected or appointed Officer of the Board is one year beginning July 1.
2. Officers of the Board shall perform the duties prescribed by these by-laws.

3. CHAIR

   At the annual meeting, the Board shall elect the Chair of the Board from among its Appointed Board Members. The Board Chair shall assume responsibility for this role for a period of two (2) years. Normally, the individual elected shall have three years’ experience on Nipissing University’s Board of Governors (i.e. the person shall be in the second half of his/her term (6 year term of service).

   An exception to the length of term will be allowed ONLY for an external Board member who assumes the role of Chair in his/her sixth (6^th) year, to include a seventh (7^th) year on the Board as Chair followed by an eighth (8^th) year as Past Chair.

   In the event that a Board member becomes Board Chair in his/her 4^th year and serves in such capacity for 2 years, he/she will return to his/her former role as a voting Board member to complete his/her 6^th year on the Board. Therefore, he/she will not serve in the capacity as Past Chair.

   Duties
   The duties of the Chair of the Board include, but are not limited to, the following:

   1. The Chair of the Board shall preside over the Board's meetings and, if the Chair of the Board is unable to act for any reason or in the event of a temporary vacancy in that office, the Vice-Chair of the Board shall act in the Chair's place and, if the Chair, the Vice-Chair and the Vice-Chair Pro Tem of the Board are unable to act for any reason, the Board may appoint one of its Members to act temporarily in their place.
   2. Chair regular and special meetings of the Executive Committee.
   3. Act as a Signing Officer.
   4. Chair the Presidential Compensation Subcommittee and exercise its mandate with regard to negotiating the terms of the President's contract.
   5. As Chair of the President’s Annual Review Committee, evaluate regularly, the performance of the President and make such recommendations to the Board, as from time to time, may be necessary.
   6. As Chair of the Presidential Compensation Subcommittee, periodically (no less than every five years) review the President's performance evaluation process and recommend changes to the process, as required.
   7. Participate in activities of the Chairs of governing Boards of Ontario universities.
   8. Represent the Board of Governors at formal and other functions held on campus and elsewhere.
   9. Such other duties as may, from time to time, be required by the Board.

4. VICE-CHAIR

   At the annual meeting, the Board shall elect a Vice-Chair of the Board from among its Appointed Board Members.

   Duties
   The duties of the Vice-Chair of the Board include, but are not limited to, the following:

   1. Chair regular or special meetings of the Board in the absence of the Chair of the Board.
   2. Chair regular or special meetings of the Executive Committee in the absence of the Chair of the Board.
   3. Be a member of the Audit and Finance Committee.
   4. Be a member of the Presidential Compensation Subcommittee and the President’s Annual Review Committee.
   5. Represent the Board of Governors at formal and other functions held on campus and elsewhere in the absence of the Chair of the Board.
   6. Be given signing authority on behalf of the Chair, in the absence of the Chair.
   7. If the Board Chair is unable to attend the Board meeting, the Vice-Chair of the Board will chair the meeting and will be entitled to the same voting privileges of the Board Chair at the meeting. Likewise, if the Board Chair is unable to attend a standing committee meeting, the Vice-Chair of the Board may represent the Board Chair and retain the voting privileges of the Board Chair for the meeting.
   8. Such other duties as may, from time to time, be required by the Board.

5. VICE-CHAIR PRO TEM

   At the annual meeting, the Board shall elect a Vice-Chair Pro Tem of the Board from among its Appointed Board Members.

   Duties
   The duties of the Vice-Chair Pro Tem of the Board include, but are not limited to, the following:

   1. Chair regular or special meetings of the Board in the absence of the Chair of the Board and the Vice-Chair.
   2. Chair regular or special meetings of the Executive Committee in the absence of the Chair of the Board and the Vice-Chair.
   3. Be a member of the Audit and Finance Committee.
   4. Be a member of the President’s Annual Review Committee.
   5. Represent the Board of Governors at formal and other functions held on campus and elsewhere in the absence of the Chair of the Board and the Vice-Chair.
   6. Be given signing authority on behalf of the Chair, in the absence of the Chair.
   7. Such other duties as may, from time to time, be required by the Board.

IX. APPOINTED OFFICERS BY THE BOARD

1. PRESIDENT

   The President is the Chief Executive Officer of the University and Chair of the Senate. When the Chancellor is absent or if there is a vacancy in the office of the Chancellor, the President shall perform the functions of the Chancellor. Subject to the will of the Board, the President shall have supervision over, and direction of, the academic and general administration of the University, the members of the faculty, officers, employees and students, and such other powers and duties as may be conferred upon or assigned by the Board. The President is a voting Member of the Board of Governors.

2. VICE-PRESIDENT(s) and OTHER OFFICERS

   The Board may, on the recommendation of the President, acting on advice from the Senate for academic appointments, appoint one or more Vice-Presidents and other senior administrators who shall have such powers and duties as may be conferred on them by the Board. These individuals do not have voting privileges on the Board or on Board standing committees.

3. SECRETARY

   The Secretary of the Board shall be directly responsible to the President and shall have charge of the minutes and records of the Board.  The Secretary of the Board is an Officer of the Board by virtue of his/her position and does not have voting privileges.

   Duties

   1. The Secretary of the Board shall perform the duties as may be required to assure the efficient and timely operation of the Board.
   2. Issue, or cause to be issued, notices of all meetings of the Board.
   3. Perform such other duties as may, from time to time, be assigned by the President.

X. CHANCELLOR

1. There shall be a Chancellor of the University who shall be appointed by the Board.
2. The Chancellor is the titular head of the University and shall confer all degrees, honorary degrees, diplomas and certificates; but, in the absence of the Chancellor or where there is a vacancy in that office, the President shall act in the Chancellor's place. If the President is absent or unable to act, another person designated by the Board shall act in the Chancellor's place. The Chancellor has voting privileges at the Board and committee level.

XI. COMMITTEES OF THE BOARD

1. The committees constituted by the Board shall be as follows:
1. Executive Committee.
2. Standing committees, being those committees whose duties are normally continuous as outlined in Section XI, 5.
3. Special committees, consisting of persons appointed by the Board for specific duties of a non-recurrent nature, whose powers will expire with the completion of the task assigned.
2. The Chair of the Board, President and Chancellor shall be Ex-officio (voting) Members on all committees.
3. The Past Chair of the Board shall serve on the Executive Committee and the Board of Governors for a one year period as an ex-officio (non-voting) member. (see exception noted in Section VIII).
4. Vice-Presidents and other senior administrators may be asked by the President to attend Board standing committees and Board meetings, as 'resources'.
5. Board members are asked to serve on two Board committees.

1. EXECUTIVE COMMITTEE

   The Executive Committee shall have power and authority to act for the Board, between the meetings of the Board, in the management of the affairs of the University for the interests of the University.

   Membership

   • Chair of the Board
   • Vice-Chair of the Board
   • Vice-Chair Pro Tem of the Board
   • Past-Chair of the Board (ex officio) [refer to paragraph 3 above]
   • Chairs of Standing committees (6)
   • The President
   • The Vice-President(s) (non-voting)
   • The Chancellor

   The Secretary of the Board shall act as secretary of the Executive Committee. In the event of his/her absence, the committee shall appoint another person to act as secretary.

   Terms of Reference

   1. During the interval between the meetings of the Board, the Executive Committee shall possess and may exercise (subject to any regulations which the Board may, from time to time, impose) all the powers of the Board in the management of the affairs of the University (save and except only such acts as must by law be performed by the Board itself), in such manner as the Executive Committee shall deem best for the interests of the University.
   2. Develop the agenda for the Board meetings.
   3. Approve the terms and conditions of employment of the President and to enter into such contracts in this regard. To assess the President's compensation in relation to the annual performance review of the President by the President's Annual Review Committee. To recommend to the Board when a Presidential search or review for renewal should be undertaken.
   4. On the recommendation of the President, to recommend to the Board the appointment of the Vice-Presidents, Deans and such other senior administrators as may be designated from time to time.
   5. Receive and review the brief annual work plans of the Board standing committees for presentation to the Executive Committee in September and the Board in October.
   6. To prepare an annual report for submission to the Board (via the Secretary of the Board) for approval at the June meeting.
   7. To be proactive in referring issues to committees.

   Regular meetings of the Executive Committee shall normally be held ten days prior to a scheduled Board meeting and at such other times as may be required.

2. STANDING COMMITTEES

   All standing committees of the Board are accountable to the Board. Standing committees make recommendations to the Board of Governors or the Executive Committee on various principles.

   The standing committees of the Board shall be:

   1. Advancement Committee
   2. Audit and Finance Committee
   3. Human Resources Committee
   4. Plant and Property Committee
   5. University Governance Committee and

   Any such other committees as may be so designated by the Board from time to time.

   New committees shall take effect on July 1^st.

   Advancement Committee

   The Advancement Committee is responsible to the Board for setting policy that will enhance the growth and development of Nipissing University at its three regional campuses in North Bay, Brantford and Bracebridge. The Advancement Committee will approve, monitor, evaluate and provide advice on matters affecting advancement, alumni relations, communications, development, government relations, marketing and public relations.

   • It is recommended that the Advancement Committee meet at least three (3) times per year, with additional meetings scheduled at the call of the Chair.

   Membership

   • A minimum of two to a maximum of four non-constituent Board Members
   • The Mayor or designate
   • 1 Faculty Board Member
   • 1 Student Board Member
   • 1 Full-time non-academic Board Member
   • The Alumni Board Member
   • The Chair of the Board
   • The President
   • The Chancellor
   • The Executive Director of University Advancement (non-voting)
   • 1 Student Official Observer (non-voting)

   Terms of Reference

   1. To be responsible to the Board for setting policy that will enhance the growth and development of Nipissing University at its three regional campuses;
   2. To work closely with the Office of External Relations and Advancement, seeking advice and guidance to support the committee’s mandate;
   3. To assist in strengthening Town/Gown initiatives in each of the respective communities served by Nipissing University;
   4. To assist in setting the objectives of the Strategic Plan as it relates to External Relations and Advancement;
   5. To provide guidance and assistance to the Board of Governors in strategic communications and on ethical issues pertaining to Advancement;
   6. To provide direction to the President's office in support of the Annual Board of Governors' Dinner;
   7. To participate in the establishment of advancement policies and priorities as needed, and review on an annual basis;
   8. To provide advice and support to the Office of External Relations and Advancement in all matters pertaining to advancement, alumni relations, communications, development, government relations, marketing and public relations;
   9. Under the guidance of the Office of External Relations and Advancement be actively engaged in the solicitation, cultivation and stewardship of donors and provide linkages to community and to alumni activities;
   10. To help the University Governance Committee in the identification of potential Board Members that would strategically fulfill the needs of the Board as related to Advancement;
   11. On a yearly basis, one of the meetings of the Advancement Committee should be devoted to reviewing all Advancement policies;
   12. To meet in September to develop a brief annual work plan for presentation to the Executive Committee in September and the Board in October;
   13. To select a Vice-Chair from the constituent and non-constituent Members of the committee to take place at the first committee meeting of the new academic year;
   14. To prepare an annual report for submission to the Board (via the Secretary of the Board) for approval at the June Board meeting; and
   15. To deal with such other matters as may be referred by the Board from time to time

   Audit and Finance Committee

   The Audit and Finance Committee is responsible to the Board for developing and presenting general policies and recommendations on all financial matters.

   Membership

   • A minimum of two to a maximum of four non-constituent Board Members
   • The Vice-Chair of the Board
   • Vice-Chair Pro Tem of the Board
   • 1 Faculty Board Member
   • 1 Student Board Member
   • 1 Full-time non-academic Board Member
   • The Chair of the Board
   • The President
   • The Chancellor
   • The Vice-President, Finance and Administration (non-voting)
   • The Vice-President Operations (non-voting)
   • 1 Student Official Observer (non-voting)

   Terms of Reference

   1. To develop and recommend to the Board, general policies on financial matters.
   2. To recommend to the Board, the fees to be charged to students
   3. To recommend to the Board financing options for major capital projects
   4. To monitor and examine the on-going financial performance of the University.
   5. To recommend the operating budget to the Board of Governors, usually approved at the April Board meeting.
   6. To act as liaison between the auditor and the Board of Governors. Its activities shall include review of: the subjects for internal audit, the appointment of the external auditors and the audit fee, overall scope of the external audit, results of the audit, internal financial controls and financial information for publication.
   7. Close communication is required between the Plant and Property Committee and the Audit and Finance Committee with regard to financing proposed projects. Therefore, this committee may meet jointly with the Plant and Property Committee, when it is warranted.
   8. To meet in September to develop a brief annual work plan for presentation to the Executive Committee in September and the Board in October.
   9. To select a vice-chair from the constituent and non-constituent Members of the committee to take place at the first committee meeting of the new academic year.
   10. To prepare an annual report for submission to the Board (via the Secretary of the Board) for approval at the June Board meeting.
   11. To deal with such other matters as may be referred by the Board from time to time.

   Human Resources Committee

   The Human Resources Committee is responsible to the Board for providing direction to the administration for all human resources issues in the University.

   Membership

   • A minimum of two to a maximum of four non-constituent Board Members
   • The Mayor or designate
   • The Chair of the Board
   • The President
   • The Chancellor
   • The Vice-President, Admin & Finance (non-voting)
   • The Vice-President, Operations (non-voting)

   Terms of Reference

   1. To be responsible to the Board for providing direction to the administration in the negotiation of all employee compensation and terms and conditions of employment and to serve as an advisory body for administrative officers engaged in such negotiations with the exception of the Officers of the University.
   2. To request and receive human resources reports on a regular basis to keep the committee informed of all human resources and/or labour issues.
   3. To examine compensation for, and terms and conditions of work for employees excluded from bargaining units, save and except the Officers of the University and to make recommendations to the Executive Committee about the disposition of such matters.
   4. To ensure that policy is developed by management in specific areas of human resources management and compensation and to regularly review such policies and their implementation.
   5. To meet in September to develop a brief annual work plan for presentation to the Executive Committee in September and the Board in October.
   6. To select a vice-chair from the constituent and non-constituent Members of the committee to take place at the first committee meeting of the new academic year.
   7. To prepare an annual report for submission to the Board (via the Secretary of the Board) for approval at the June Board meeting.
   8. To deal with such other matters as may be referred by the Board from time to time.

   Plant and Property Committee

   The Plant and Property Committee is responsible to the Board for developing and recommending policies and recommendations related to campus plant and property.

   Membership

   • A minimum of two to a maximum of four non-constituent Board Members
   • 1 Faculty Board Member
   • 1 Student Board Member
   • 1 Full-time non-academic Board Member
   • The Aboriginal Council on Education Board Member
   • The Chair of the Board
   • The President
   • The Chancellor
   • The Vice-President, (Admin & Finance) (non-voting)
   • The Vice-President, Operations (non-voting)
   • 1 Student Official Observer (non-voting)

   Terms of Reference

   1. To review and recommend to the Board, administrative policies relating to the maintenance and upgrading of all University buildings and property.
   2. To study and advise regarding proposals relating to the overall Master Land Use Plan, for new structures, and to recommend to the Board of Governors the selection of consultants, engineers and architects in conformity with the established policy of the University.
   3. Close communication is required between the Plant and Property Committee and the Audit and Finance Committee with regard to financing proposed projects. Therefore, this committee may meet jointly with the Audit and Finance Committee, when it is warranted.
   4. To meet in September to develop a brief annual work plan for presentation to the Executive Committee in September and the Board in October.
   5. To select a vice-chair from the constituent and non-constituent Members of the committee to take place at the first committee meeting of the new academic year.
   6. To prepare an annual report for submission to the Board (via the Secretary of the Board) for approval at the June Board meeting.
   7. To deal with such other matters that may be referred by the Board from time to time.

   University Governance Committee

   The University Governance Committee is responsible to the Board for general governance issues, including Board evaluation, selection of new Members and committee membership.

   Membership

   • A minimum of two to a maximum of four non-constituent Board Members
   • 1 Faculty Board Member
   • 1 Student Board Member
   • 1 Full-time non-academic Board Member
   • The Alumni Board Member
   • The Chair of the Board
   • The President
   • The Chancellor
   • 1 Student Official Observer (non-voting)

   Terms of Reference

   1. To recruit members of the Board from the public-at-large and according to the established Appointment Protocol, present its choices as nominees to the Board at its May annual meeting according to by-law Section VI, 5(a).
   2. To recommend to the Board a slate of nominations for Chair of the Board, Vice-Chair of the Board, and Vice-Chair Pro Tem of the Board (May annual meeting) and Board standing committees including chairs of all committees (June Board meeting). New committees will take effect on July 1^st.
   3. To recommend a slate of Board representatives on other committees (June Board meeting).
   4. To review, every three years, the Board Appointment Protocol.
   5. To review and make recommendations with respect to the Board by-laws every three years for presentation to the Board Executive Committee and Board for approval.
   6. To enhance governance through ongoing assessment of governance issues and make recommendations if appropriate.
   7. To conduct a Board evaluation every two years beginning in May 2007.
   8. To meet in September to develop a brief annual work plan for presentation to the Executive Committee in September and the Board in October.
   9. To select a vice-chair from the constituent and non-constituent Members of the committee to take place at the first committee meeting of the new academic year.
   10. To prepare an annual report for submission to the Board (via the Secretary of the Board) for approval at the June Board meeting.
   11. To deal with such other matters that may be referred by the Board from time to time.

XII. MEETINGS OF THE BOARD

Regular Meetings

1. The Board shall hold a minimum of five regular meetings per year.
2. Notice of every meeting so called shall be delivered or mailed or sent by facsimile, or other electronic means to such Member at the address which appears in the records of the Board, at least seven days before the time appointed for holding such a meeting. Such notice shall specify, in reasonable detail, the matters, other than those of a routine nature, which are to be considered at the meeting.
3. If all the Members present or participating in a meeting consent, a Member may participate in a meeting of the Board by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other. A Member participating in such a meeting by such means shall be deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and need not be in writing.
4. The statutory declaration of the Secretary of the Board of Governors that notice has been given pursuant to this by-law shall be sufficient evidence of the giving of such notice.
5. Meetings of the Board, including committee meetings, are open to the public, and prior notice of such meetings shall be given to the Members and to the public at open Board meetings as provided by the by-laws of the Board, as the case may be.
6. The Deans are invited to attend each open session of the Board meeting as guests. They do not have voting privileges.
7. The Board may exclude members of the public from the part of a meeting during which a matter confidential to the University is considered.
8. The Board shall exclude members of the public from the part of a meeting during which a matter of personal nature concerning an individual is considered, unless the individual requests that the public be admitted.
9. The Board may remove from a meeting a person who, in the opinion of the Board, engages in conduct that could interfere with the proceedings.

Special Meetings

1. Notice of each special meeting shall be given to each Member not less than three days before the meeting is to take place. Special meetings of the Board may be held at any time without formal notice, if all the Members are present or those absent have waived notice or have signified their consent in writing, either before or after, to the meeting held in their absence. Notice of any meeting, or any irregularity in the meeting or notice thereof, may be waived by any Member.
2. The Secretary of the Board at the request of the Chair of the Board, Vice-Chair of the Board or Vice-Chair Pro Tem of the Board, or any five (5) Members of the Board at any time shall convene a special meeting of the Board.

Failure to Give Proper Notice

1. No error or omission in giving notice of any regular or special meeting or any adjourned meeting, whether regular or special, of the Board of Governors shall invalidate such meeting or make void any proceedings taken at that meeting and any voting Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had at that meeting.

XIII. BOARD AGENDA

1. The agenda for each meeting is divided into two sections: a section for the open part of the meeting, and a second section for the closed part of the meeting. The guideline used to set an item in the closed part of the meeting is that any item dealing with the following classes of matters will be dealt with in the closed session:
1. human resources, litigation and negotiations relating to property matters
2. financial campaign plans and strategy
3. any other matter deemed to be confidential by the Chair of the Board or Executive Committee
2. All other items are normally placed on the agenda in the open session.
3. The agenda for each Board meeting will be set by the Executive Committee. Normally the following items appear on every agenda:
1. Minutes of the Previous Meeting
2. Business Arising from the Minutes
3. Presentations
4. Correspondence
5. Remarks from the Chair of the Board, Chancellor, President and Vice-Presidents
6. Committee reports
7. Reports from Board representatives on other committees
8. Other Business
9. Adjournment
4. All matters for inclusion on the agenda for meetings of the Board must be in the hands of the Secretary of the Board at least ten days prior to the day of the meeting at which they are to be presented, and, normally, only matters which have then been placed in the hands of the Secretary of the Board shall be included in the agenda.
5. Unless prior notice, as aforesaid, shall have been given, no new matter, other than that of privilege or petition, shall be dealt with at any meetings of the Board unless the introduction of such new matter shall be approved by a majority of all Members of the Board. The procedure for the introduction of new matter will be through a motion to consider, dealt with under "Other Business".

XIV. ANNUAL MEETINGS

The regular May meeting of the Board of Governors shall be designated as the annual meeting for which the agenda shall include the following items:

1. The report of the University Governance Committee.
2. The report of all other standing committees.
3. Election of:
1. New Members
2. Chair of the Board, Vice-Chair of the Board and Vice-Chair Pro Tem of the Board
4. Such other business to be decided by the Board.

XV. GENERAL RULES OF PROCEDURE AT MEETINGS

General rules of procedure shall be those rules set forth in Appendix 1, attached to these by­laws, which are abridged in Robert's Rules of Order Revised.

XVI. CONFLICT OF INTEREST

1. Every year, each Board Member will be asked to sign a "Disclosure of Conflicts of Interest" form.
2. A Member of the Board or of a committee created by it, who has any interest in a matter in which the University is concerned, shall declare his or her interest as soon as possible and no later than at any meeting at which the matter is to be considered. The Member shall not take part in the discussion or vote on the matter and may be required by the Board or committee to withdraw from the meeting during the discussion.
3. Despite subsection (1), every Member of the Board or committee who is an employee of the University may take part in discussions and vote on matters related to the financial operation of the University, other than on matters related to the remuneration, benefits or working conditions of a class or group of employees of the University.
4. Where the Board or committee is of the opinion that a conflict of interest exists but has not been declared as required by subsection (1), the Board or committee may, by resolution, declare, as provided by the by-laws, that a conflict of interest exists. The Member found to be in conflict shall withdraw from discussion and refrain from voting on the matter giving rise to the conflict and may be required by the Board or committee to withdraw from the meeting during the discussion.

XVII. QUORUM

The Act says a majority of the Members of the Board constitutes a quorum. Therefore, 14 members of the Board must be in attendance in order to meet quorum.

XVIII. ATTENDANCE AT BOARD MEETINGS

1. Regular attendance of Board Members is required to ensure a quorum and to expedite carrying out the Board's business.
2. Members who find themselves unable to attend a regular meeting of the Board in person or by teleconference shall notify the Secretary of the Board at least twenty-four hours in advance of the meeting.
3. The Secretary of the Board shall advise the Chair of the Board of all such notices at the meeting of the Board.
4. Three consecutive absences will result in the Chair of the Board contacting the Member and may result in termination from the Board.

XIX. RECORD OF PROCEEDINGS

A record of proceedings of all meetings of the Board shall be kept in a book provided for that purpose and the minutes, or a précis thereof, of every such meeting shall be submitted at the next meeting of the Board. After adoption by the Board, the minutes shall be signed by the Chair of the Board and the Secretary of the Board. The minutes of all open sessions shall be open for inspection at any time during regular office hours in the office of the Secretary of the Board.

XX. SPECIAL COMMITTEES

The Board may, from time to time, appoint special committees. Unless specifically provided by the resolutions by which they are constituted, such committees shall automatically be dissolved on the date of the first meeting of the Board in the next Board year following that in which they were appointed. Such committees may, at the discretion of the Board, be reappointed with the same or different membership.

XXI. COMMITTEES - GENERAL REGULATIONS

Every committee, unless otherwise specifically provided for in these by-laws, or in the resolutions of the Board by which it is constituted, shall be subject to the following general regulations:

1. All Members of committees, other than Ex-officio Members, shall hold office during the pleasure of the Board. Vacancies occurring in the membership of a committee shall be filled by the Board at the next meeting of the Board after such vacancies occur, or as soon thereafter as may be convenient. Notwithstanding such vacancies, the remaining Members of the committee shall have authority to exercise the full powers of the committee, providing that a quorum remains in office.
2. Regular meetings shall be held in the University Board Room, or at such place or places as may be specified in notice of the meeting. Where feasible, all committees should prepare a regular meeting schedule and present the schedule to the Secretary of the Board.
3. Meetings other than regular meetings, may be held at the call of the chair of the committee or, in his/her absence, at the call of the vice-chair of the committee. The meeting shall be held at such places and at such times as the chair or vice-chair of the committee respectively may appoint. On the requisition of any three members of a committee, a meeting of such committee shall be called by the chair of such committee. Notice of every meeting so called shall be delivered or mailed or sent by facsimile or other electronic means to each Member not less than three days before the meeting is to take place.
4. A meeting may also be held at any time and at any place without notice, if all the Members of the committee are present and consent thereto, or if, either before or after the meeting is held, those absent signify, in writing, their consent to the meeting being held in their absence.
5. A resolution signed by all Members of a committee shall have the same force and effect as if passed at a regularly constituted meeting.
6. The chair of the committee shall preside at meetings, and in his/her absence, the vice-chair of the committee shall preside. If both the chair and the vice-chair of the committee are absent, the Members present shall appoint one of their number acting-chair to preside at the meeting.
7. A majority of a committee, not including the President and the Chancellor, shall constitute a quorum.
8. Each voting Member of the committee present at a meeting shall be entitled to one vote.
9. All questions at a meeting shall be decided by a majority of the votes of the Members present. The chair or acting chair may vote on all motions, and any motion on which there is an equality of votes shall be deemed to be negative.
10. A record shall be kept of the proceedings of every meeting of each committee, and it is the responsibility of the Secretary of the Board to receive a report from each chair of the committee of such proceedings following the meeting.
11. If a committee does not appoint its own secretary, the Secretary of the Board shall act as secretary of such committee.
12. The secretary of a committee shall issue, or cause to be issued, notices of all meetings of such committee, when directed to do so.
13. In the event of a vacancy of a committee chair, the University Governance Committee will bring a recommendation to the next Board meeting.
14. At the June Board meeting, elections will take place for:
1. Chairs and Members of the standing committees.
2. Representatives to the Senate and Senate standing committees.
3. Representatives to fill the vacancies on the University committees as required.
15. Standing Committees shall be chaired by external Board members.

XXII. BORROWING AUTHORITY

1. In accordance with the Act, Nipissing University is hereby authorized by resolution of the Board of Governors from time to time to:
1. Borrow money upon the credit of the University in such amounts, on such terms and from such persons, firms or corporations, including chartered banks, as may be determined by resolution by the Board.
2. Make, draw and endorse promissory notes or bills of exchange.
3. Hypothecate, pledge, charge or mortgage all or any part of the property of the University to secure any money so borrowed or the fulfillment of the obligations incurred by it under any promissory note or bill of exchange signed, made, drawn or endorsed by it.
4. Issue bonds, debentures and obligations on such terms and conditions as the Board may, by resolution, decide and pledge or sell such bonds, debentures and obligations for such sums and at such prices as the Board may, by resolution, decide and mortgage, charge, hypothecate or pledge all or any part of the property of the University to secure any such bonds, debentures and obligations.
2. The Board of Governors may, by resolution, delegate to Officers of the Board all or any powers necessary for the purpose of borrowing and giving security by the University to such extent and in such manner as the Board may determine.

XXIII. AUDITS AND REPORTS

1. The Board shall appoint one or more public accountants licensed under the Public Accountancy Act to audit the accounts and trust funds of the University and the transactions of the Board at least once a year.
2. 1. On behalf of the Board, the Vice-President Finance and Administration shall make a financial report annually to the ministry in such form and containing such information as the minister may require.
   2. The Board shall submit to the minister such reports, other than the annual report, as the minister may require.

XXIV. FINANCIAL YEAR

Unless otherwise ordered by the Board, the fiscal year of the University shall terminate on the 30th day of April in each year.

XXV. BY-LAWS OF THE BOARD

1. The by-laws of the Board shall be open to examination by members of the University community and by the public during normal business hours.
2. The Board shall publish its by-laws, from time to time, in such manner as they may respectively consider proper.
3. All by-laws of the Board are subject to Notice of Motion and may be changed or amended at any meeting of the Board by a resolution passed by two-thirds of the members of the Board present.
4. As stated in the Terms of Reference for the University Governance Committee, a review of the Board by-laws shall be done every three years.

XXVI. VACANCIES

The membership of a Member of the Board is vacated when he/she resigns or, except for a student Member who graduates during his/her term, ceases to be eligible for appointment or election to the Board.

1. If a Member of the Board is otherwise incapable of continuing to act as a Member, the Board Chair shall declare the membership vacant.
2. The Board may, by resolution, declare a membership of the Board, except a membership by virtue of an office, vacant for failure to attend sufficient number of meetings, as provided in Section XVIII, 4 herein.
3. A declaration of a vacancy that is entered in the minutes of the Board is proof of the vacancy, in the absence of evidence to the contrary.
4. The vacancy of an appointed or elected Member of the Board shall be filled by appointment in the same manner as the membership was appointed.
5. The vacancy of a constituent Member shall be filled in the same manner as the membership was appointed, at a time and for a duration as specified by the Board.
6. A Member appointed or elected to fill a vacancy on the Board shall hold office for the remainder of the vacating Member's term of office.
7. Service on the Board for the remainder of a vacating Member's term of office shall not be included in the calculation of six consecutive years.

XXVII. VACATING A MEMBER FROM THE BOARD OF GOVERNORS

A Member of the Board of Governors shall not be permitted to continue in office under any of the following conditions:

1. Declaration of bankruptcy.
2. Certification pursuant to The Mental Incompetency Act.
3. Acceptance of a contract with Nipissing University or some other agency which, in the judgment of the Board, has resulted in a conflict of interest.
4. Failure to attend the regular meetings of the Board, as defined in Section XVIII, 4, in any one year. At the discretion of the Chair of the Board, a recommendation for termination of a Member would be taken to the Executive Committee and be dealt with at the closed session of the Board meeting.

XXVIII. INDEMNIFICATION

1. Limitation of Liability

   Except as otherwise provided in the Act, no director or officer for the time being of the corporation shall be liable for:

   1. the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or
   2. for any loss, damage or expense happening to the corporation through the in­sufficiency or deficiency of title to any property acquired by the corporation or
   3. for or on behalf of the corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the corporation shall be invested or
   4. for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the monies, securities or effects of the corporation shall be deposited or
   5. for any loss occasioned by any error of judgment or oversight on his/her part or for any other loss, damage or misfortune which may happen in the execution of the duties of his/her office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and regulations or from liability for any breach thereof.

2. Protection of Directors and Officers and Indemnification

   Every member and Officer of the Board of Governors and every Officer of the University, and heirs, executors and administrators thereof, and estate and effects, respectively, from time to time and at all times, shall be indemnified and saved harmless out of the funds of the corporation, from and against:

   1. All damages costs, charges and expenses whatsoever which a Member or Officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such above-named individual, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by that individual in good faith, in or about the execution of the duties of office.
   2. All reasonable expenses which are incurred in good faith occasioned in the ordinary course of business for the corporation while acting in relation to the affairs of the University.



Board Resolution 94-02-02
Revised July 1, 2002
Revised September 2006
Revised February 2007
Approved by Board Resolution 2007-02-10
Revised - Board Resolution 2009-05-02
Revised – Board Resolution 2011-02-02




Appendix I

GENERAL RULES OF PROCEDURE AT BOARD MEETINGS

I. ADJOURNMENT

A motion to adjourn may be moved at any time. It is not debatable except if it is sought to adjourn to a time other than the regular meeting time, when discussion is permitted on that point only. The motion requires a simple majority and, if passed, the meeting ends; if rejected, business continues.

II. AMENDMENT

1. An amendment to a motion must fall within one of the following categories:
1. the deletion of certain words
2. the addition of certain words
3. the deletion of certain words and the substitution of others in their place
2. An amending motion which would nullify the main motion is not an amendment and cannot be introduced.
3. There cannot be more than two amendments before the meeting at one time. The second amendment must be an amendment of the first amendment. When an amendment has been accepted or rejected, another amendment may be introduced but only if it is different in purpose from the one previously defeated.
4. Voting is as follows:
1. on the amendment to the amendment or the second amendment
2. on the amendment
3. on the motion if amendments have been defeated or on the motion as amended if an amendment has carried

III. GENERAL

The following are examples of how procedures specified in Robert's Rules of Order Newly Revised (1984), shall prevail in special motions:

1. to adjourn - debatable as to time only; majority vote required for adoption
2. to take a recess - not debatable; majority vote required for adoption
3. to raise a point of order or a question of privilege - personal - not debatable; admissibility of question is ruled upon by the Chair of the Board
4. to lay on the table - not debatable; majority vote required for adoption
5. to take from the table - not debatable; majority vote required for adoption
6. to limit or extend the limits of debate on a pending question - not debatable; two-thirds vote required for adoption
7. to postpone to a definite time applied to a pending question - debatable as to merit of postponing only; majority vote required for adoption
8. to amend - debatable; majority vote required for adoption.

IV. MOTIONS

A motion must be moved and seconded before the subject matter of the motion is open for debate.

V. POINT OF ORDER

Only on a point of order or privilege can a member interrupt another member who is speaking (except that, with the consent of the speaker, questions may be asked). If a member feels that improper language has been used, irrelevant argument introduced or a rule or procedure broken, the member is entitled to "rise to a point of order", interrupting the speaker. The point of order must be stated definitely and concisely. The Chair of the Board shall decide without debate, though he/she may ask opinions. The Chair of the Board should state opinions authoritatively. This ruling may be appealed by any two members (one making the appeal and the other seconding it). If appealed, the Chair of the Board states his/her decision and the point of appeal and then puts the question which is not debatable: "Shall the decision of the Chair of the Board stand as the judgement of this meeting?" A simple majority determines the issue. This merely settles a point of procedure and is not a vote of confidence in the Chair of the Board.

VI. QUESTION OF PRIVILEGE

If a member feels that a statement reflects on his reputation or that of the Board, the committee or University, the Member is entitled to raise a "question of privilege". The procedure is the same as for a point of order.

VII. VOTING

1. Each Member of the Board is entitled to one vote, subject to the provisions of (3) and (4) below. Unless otherwise provided, approval by a majority of the Members voting or by consent without objection shall be sufficient to carry a motion.
2. Voting shall be by show of hands unless a vote by ballot is demanded by any member present. When necessary, votes shall be counted and recorded; in favour, against, and abstentions.
3. The Chair of the Board may only cast a vote on a motion:
1. to break a tie, or
2. negatively, to create a tie, thereby defeating the motion.
4. A tie vote will defeat a pending motion.

VIII. WITHDRAWAL OF MOTIONS

General custom permits the withdrawal of a motion by consent of the mover and seconder, but if either objects, the motion must be put to a vote. This applies to both substantive motions and amendments.