Board of Governors, APPENDIX IV, November 30, 2000
FOR APPROVAL
Recommended: That the Board of Governors approve amendments to By-Law No. 1, as detailed in Annex 1 (below).
Background:
The proposed amendments result from the Board's recent decision to reduce the number of regular Board meetings from eight to five each year and to restructure the Board meetings to include three components: (1) a "working lunch" with a Strategic Issue presentation; (2) the confidential session of the Board meeting; and (3) starting at 3:00 p.m. the public session of the Board meeting. Typically, the five regular Board meetings will be held at the end of January, April, June, September, and November.
During discussion about restructuring Board meetings, it was agreed that when Special Board meetings are required, participation via teleconferencing will be allowed and will count toward quorum. Whether participation via teleconferencing at Committee meetings will be left to each Committee to determine, and if it is permitted, participation will count toward quorum.
The proposed amendments, above, are intended to document the intentions of the Board with respect to Board meetings and teleconference attendance at special Board meetings and at Committee meetings (subject to agreement of each Committee). The specific months when regular Board meetings will be held have not been specified, nor has the start time of the public meetings, in order to allow future flexibility. The schedule of regular meetings of the Board is prepared annually and is posted on the Internet once approved. While it is currently the plan to begin the public session of Board meetings at 3:00 p.m., over time the Board may decide to readjust the timing of the three components of Board meeting days, which might result in a different starting time for the public Board meeting.
Notice of motion to amend By-Law No. 1 was provided to the Board in September [BG.00-187], as required by by-law.
Background:
At its meeting on September 28, 2000, the Board of Governors approved changes to the terms of reference of the Property & Finance Committee (Special Resolution No. 1-B) and the Campus & Community Affairs Committee (Special Resolution No. 1-D). The effect of both changes was to delegate authority to each committee to approve certain matters on behalf of the Board during months when a regular meeting of the Board is not scheduled.
Specifically, the Property & Finance Committee may ...
in months when a regular meeting of the Board is not scheduled, approve the establishment of designated chairs, professorships, and faculty fellowships, as may be recommended by the Senate, and the acceptance of gifts, grants, bequests, etc..
In the case of the Campus & Community Affairs Committee ...
On behalf of the Board, in months when a regular meeting of the Board is not scheduled, the Committee may approve the naming of campus roads, rooms, areas, or parts of buildings, but the naming of a building per se requires approval of the Board of Governors.
During discussion of these amendments, it was suggested that the By-Laws Committee consider whether these powers should be delegated to the Property & Finance Committee and the CCAC at all times, that is, not only in months when a regular meeting of the Board is not scheduled. It was noted that for many years the Property & Finance Committee has authorized scholarships, awards, prizes, etc. on behalf of the Board.
2a. Property & Finance Committee (Special Resolution No. 1-B)Recommended: That the terms of reference of the Property & Finance Committee (Special Resolution No. 1-B) be amended as shown in Annex 2 (below)
2b. Campus & Community Affairs Committee (Special Resolution No. 1-D)
Recommended: That the terms of reference of the Campus & Community Affairs Committee (Special Resolution No. 1-D) be amended as shown in Annex 3 (below)
FOR INFORMATION
At the Board meeting of September 28, 2000, a number of administrative titles were changed by resolution. Accordingly, the By-Laws Committee has authorized the Secretary of the Board to amend university policies to reflect those changes. Specifically, the following titles are affected:
| Former Title | Changed to: |
| Senior Director, Financial Services | Associate Vice-President (Financial Services) |
| Senior Director, Housing and Ancillary Services | Associate Vice-President (Housing and Ancillary Services) |
| Senior Director, Human Resources | Associate Vice-President (Human Resources) |
| Senior Director, Physical Plant and Capital Planning Services | Associate Vice-President (Physical Plant and Capital Planning Services) |
| Senior Director, Information Technology Services | Associate Vice-President (Information Technology) |
| Director, Institutional Planning and Budgeting | Associate Vice-President (Institutional Planning and Budgeting) |
| Director of Libraries | University Librarian |
PROPOSED AMENDMENTS TO BY-LAW NO. 1
| Regular Meetings | E. MEETINGS
1. |
| 2. Meetings of the Board will be held in the Board
Room, Stevenson-Lawson Building | |
| 3. Notice of regular meetings and special meetings, together with the agenda, shall be mailed to each member not less than two days before the meeting is to take place. In urgent circumstances, notice to members may be given by telephone, facsimile, electronic mail or voicemail. The accidental failure to give notice of a regular or special meeting to any member of the Board or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings at such meeting. In the event that a meeting is adjourned to reconvene at a stated time and place, no further notice is necessary unless the meeting so adjourned decides otherwise by resolution. |
(sections E. 4-8 are not shown here)
| Open Meetings and Handling of Confidential Business | 9. Subject to limitations of space, meetings of the Board shall be open to attendance by the public except during a closed session so designated for the consideration of confidential business, such as matters concerning personnel, finance, acquisition or disposal of property, and other confidential matters of the University, the disclosure of which might be prejudicial to an individual or to the best interests of the University. Notice of the date, time, and location of the public session of regular meetings shall be sufficiently given if published in the Western News at least two weeks in advance, but notice of special meetings may be given by other means and for a shorter period at the discretion of the Chair. |
| Quorum | F. QUORUM
1. A quorum of the Board consists of ten members, of whom at least five shall be members appointed or elected under clauses (b), (c), (d), and (h) of Section 9.(1) of the Act. Attendance by members at special meetings of the Board through teleconferencing will be counted toward quorum. |
| Committees | G. COMMITTEES
1. The Board shall maintain as Standing Committees of the Board, inter alia: The Audit Committee The By-Laws Committee The Campus and Community Affairs Committee The Development and Fund Raising Committee The Property and Finance Committee The Senior Operations Committee and the composition, duties and responsibilities of such Committee shall be as determined from time to time by resolution of the Board. |
| Quorum | 7. A majority of the membership of each committee shall constitute a quorum at any meeting. When attendance by teleconferencing is permitted, as may be determined by a majority vote of the Committee concerned, such attendance shall be counted toward quorum. |
SPECIAL RESOLUTION NO. 1-B
P R O P E R T Y & F I N A N C E C O M M I T T E E
Terms of Reference
1. The Property and Finance Committee is a standing committee of the Board constituted for the formulation of policy in respect to the management and control of the property and financial resources of the University.
2. The Committee's areas of concern include recommendations regarding the following:
(a) campus planning and development, including: the use of land, buildings and facilities; the acquisition or disposal of land or property; and the siting of new buildings and roads;
(b) construction and maintenance projects and associated activities in accordance with Board policy [Policy 2.15];
(c) the planning and budgeting of all funds, in keeping with the University's needs and purposes, and supplementary appropriations;
(d) general investment policy, and the management of the University's investments;
(e) insurance;
(f) the fixing of fees in accordance with Board policy [Policy 2.4];
(g) patents, copyrights, trademarks, trade-names, or similar rights of interest;
(h) the establishment of designated chairs, professorships, and faculty fellowships as may be recommended by the Senate, and the acceptance of gifts, grants, bequests, etc..
3. On behalf of the Board, the Committee may:
(a) authorize the expenditure of funds and/or approve contracts for operating purposes in accordance with Board policies;
(b) exercise authority delegated to it by the Board with regard to approval of individual construction and maintenance projects, appointment of architects and consultants, approval of designs, award of contracts, and approval of cost overruns;
(c) approve the establishment of scholarships, fellowships, prizes, bursaries and other awards, as may be
recommended by the Senate; and in months when a regular meeting of
the Board is not scheduled, approve the
establishment of designated chairs, professorships, and faculty fellowships, as may be
recommended by the Senate, and the acceptance of gifts, grants, bequests, etc..
SPECIAL RESOLUTION NO. 1-D
C A M P U S & C O M M U N I T Y A F F A I R S C O M M I T T E E
Terms of Reference
1. The Campus and Community Affairs Committee is a Committee of the Board constituted to advise the Board on affairs and activities which are not within the purview of other committees of the Board, or which can be more conveniently considered by the Campus and Community Affairs Committee.
2. The Committee may report and make recommendations to the Board concerning the following campus affairs:
(a) the relationship of campus components and organizations to the University as a whole, provided that such relationships do not fall within the purview of the Senior Operations Committee
(b) (i) the use of the University's name and coat-of-arms
(ii) the naming of buildings, roads, structures, etc.
(iii) the use of University facilities for other than regularly-scheduled academic purposes
(c) general University/student relations in non-academic matters, including student disciplinary codes
3. The Committee's concerns also include promotion and maintenance of good relations with the University's publics, including:
(a) general relationships with:
- the municipalities and counties of southwestern Ontario, the provincial and federal governments;
- the community at large, e.g., ethnic groups, charitable organizations (United Way);
- the alumni of the University;
(b) affiliation and other agreements which require Board approval, or as may be referred by the President;
(c) vehicles of community relations (e.g., publications, special events, media relations), and may make recommendations thereon to the President.
The Committee may report to the Board on the status of relationships between the University and its public, and may make recommendations as required.
4. The Committee may receive recommendations, proposals, or submissions from individuals or components of the University, from campus organizations, or from the general community where the Committee is of the view that such proposals or submissions may assist it in dealing with matters under the purview of the Board.
5. The Committee may receive periodic or special reports from the President or a Vice-President on matters described in sections 2. and 3. above.
6. On behalf of the Board,