Board of Governors Bylaw No.1

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Board of Governors of the University of Guelph
Bylaw No. 1: General Bylaw

Effective Date: September 1, 2019
Original Approval Date: June 21, 2019

1. Preamble

1.1.  In accordance with the power vested in the Board of Governors by section 11 (i) of The University of Guelph Act, 1964 (as amended), the Board of Governors makes the following Bylaw: 

2. Definitions 

2.1.  “Act” means The University of Guelph Act, 1964 (as amended). 

2.2.  “Board” means the Board of Governors of the University of Guelph.

2.3.  “Board Member” means a duly appointed member of the Board.

2.4.  “Chair” means the chair of the Board.

2.5.  “Chancellor” means the chancellor of the University.

2.6.  “Committee” means a Standing Committee or other similar body that is not a Working Group that is established by the Board in or pursuant to this Bylaw.

2.7.  “Committee Member” means a Board Member, or an individual who is not a Board Member, appointed to serve on a Committee.

2.8.  “Day” means a calendar day and a period of Days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight on the last day of the period, except that if the last day of the period is a University holiday or emergency closure day designated by University policy the period terminates on the next day that is not a University holiday or emergency closure day.

2.9.  “External Board Member” means a Board Member who is not the Chancellor, President or a student, staff, or faculty member of the University.

2.10.  “President” means the President and Vice-Chancellor of the University.

2.11.  “Secretary” means the University Secretary.

2.12.  “Standing Committee” means a standing committee of the Board established in or pursuant to this Bylaw. 

2.13.  “University” means the University of Guelph.   

2.14.  “Vice-Chair” means a Vice-Chair of the Board. 

2.15.  “Vice-President” means any of the Vice-Presidents of the University inclusive of the Provost and Vice-President (Academic).

2.16.  “Working Group” means a working group established by the Board or one of its Standing Committees pursuant to this Bylaw.

3. Officers of the University

3.1.  Officer of the University means any of the Chair, Vice-Chair(s), the President and Vice-Presidents, the Chairs of each of the Standing Committees established in this Bylaw, the Secretary, and such other officers as the Board may designate from time to time.
3.1.1.  Procedures for the delegation of authority by the President, Vice-Presidents or Secretary and for the appointment of an acting or interim President, Vice-President or Secretary may be established by the Board.
3.1.2.  No delegation of authority or appointment to an acting or interim role shall have the effect of conferring the status and authority of officer of the University on an individual unless the delegation or appointment is made by the Board and explicitly confers such status and authority. 

3.2.  The President, in addition to the powers set forth in the Act, shall have authority:
3.2.1.  to recommend to the Board appointment or promotion to the office of Vice-President;
3.2.2.  to recommend to the Board appointment or promotion to the office of University Secretary; and
3.2.3.  to appoint, promote, or remove (or to delegate to one or more individuals the authority to appoint, promote or remove) all other faculty and staff of the University.

3.3.  The Secretary, shall be entitled to: 
3.3.1.  attend all meetings of the Board and each Committee and Working Group;
3.3.2.  delegate, except where prohibited by a Bylaw or policy approved by the Board, their authority. Such a delegation shall normally be made to an Associate or Assistant University Secretary. 

4. Chair and Vice-Chair(s)

4.1.  The Board shall elect the Chair and shall appoint one (1) or more Vice-Chairs from among the External Board Members nominated by the Governance & Human Resources Committee for such period as may be determined by the Board.
4.1.1.  The Chair, when present, shall normally preside at all Board meetings, shall sign such documents as may require the Chair's signature in accordance with Bylaws or otherwise, and may perform such other duties as may be assigned from time to time by the Board.
4.1.2.  The Vice-Chair earliest appointed who is present shall perform the duties of the Chair when the latter is unable for any reason to perform such duties.
4.1.3.  Each Vice-Chair may perform such other duties as may be delegated by the Board Chair or assigned from time to time by the Board.

5. Board Meetings

5.1.  Regular Meetings 
Regular meetings of the Board shall be held not less than four (4) times a year on a schedule to be provided to the Board.

5.2.  Special Meetings 
Special meetings of the Board may be called to address an issue of immediate concern and may be held at any time at the call of:
5.2.1.  the Chair;
5.2.2.  or in case of the Chair’s inability for any reason to perform the Chair's functions, at the call of a Vice-Chair;
5.2.3.  or in case of the Vice-Chair(s) inability for any reason to perform the Vice-Chair’(s’) functions, at the call of the President and any three (3) other Board Members. 

5.3.  Open and Closed Meetings 
Board meetings shall be open to the public except for matters which may be deemed to be confidential including, but not limited to, matters relating to labour relations, personnel, membership, real estate, or confidential government policies.

5.4.  Notice of Regular Meetings 
Notice in writing of the time and place of any regular Board meetings shall be sent to each Board Member at least three (3) Days prior to the day appointed for the meeting.  Notice may be sent by campus mail services, courier, email, facsimile or regular mail.  The accidental failure to give notice of a Board meeting to any Board Member or any accidental irregularity in connection with the giving of notice of a Board meeting shall not invalidate the proceedings at the relevant meeting.

5.5.  Place of Meetings 
All Board meetings shall normally be held on the University's main campus.

5.6.  Means of Meeting
Board meetings may be held in person or by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A Board Member participating in any Board meeting by any of these means is deemed to be present at the meeting.

5.7.  Quorum
A quorum for the transaction of business at meetings of the Board shall consist of a majority of Board Members.

5.8.  Voting
5.8.1.  All questions at a Board meeting shall be decided by a majority of the votes cast. The Chair may vote on all motions and if regarding any motion there is a tie, that motion shall be deemed defeated. The Chair does not have a second or casting vote.
5.8.2.  If the majority of Board Members present abstain from voting on or declare a conflict of interest relating to an item, the item shall be deferred to the next regular meeting of the Board, but may be considered in the interim by written resolution or at a special meeting of the Board. 
5.8.3.  No Board Member may use a proxy or be represented by a delegate or proxy-holder.
5.8.4.  A written resolution signed by all Board Members is as valid and effective as if passed or made at a Board meeting duly called, constituted and held for that purpose pursuant to the following conditions:
5.8.4.1. Board Members must be provided at least two (2) Days to review and sign a written resolution and must be informed of the date and time at which the opportunity to sign the resolution will end. 
5.8.4.2. The Chair may extend the review and signing period for any written resolution once by up to seven (7) Days by giving written notice to Board Members. 
5.8.4.3. If any Board Member does not sign a written resolution prior to the end of the review and signing period, it shall be declared defeated. Such a written resolution may be reconsidered, in whole or in part, in another written resolution or at a subsequent regular or special meeting of the Board. 
5.8.4.4. The Secretary shall inform Board Members of the outcome of any proposed written resolution and cause a copy of approved written resolutions to be posted publicly as soon as is reasonably possible. No public copy need be posted if the matter considered in the written resolution would normally have been considered at a closed meeting of the Board.

5.9.    Matters for Inclusion in the Agenda
All matters for inclusion in the agenda for Regular Board meetings shall normally be delivered to the Secretary at least three (3) Days prior to the day of the meeting at which they are to be presented. Inclusion of matters in the agenda is at the discretion of the Chair. No other matter shall be dealt with at any regular Board meeting, unless the introduction of such matter is approved by a majority of all Board Members present at the meeting.

5.10.  Evidence of Resolution
Whenever a vote has been taken upon a question, a declaration by the Chair that a resolution has been carried or lost by a particular majority is determinative and an entry to that effect in the Board's minutes is conclusive evidence of that fact without proof of the number or proportion of votes recorded in favour of or against the motion.

6. Committees

6.1.  Authority to Appoint and Delegate 
The Board has the power to appoint Standing Committees and other Committees, and to delegate to any such Committee any of its powers.

6.2.  Standing Committees
6.2.1.  There shall be an Executive Committee.
6.2.2.  There shall be the following other Standing Committees:
6.2.2.1. the Audit & Risk Committee;
6.2.2.2. the Finance Committee;
6.2.2.3. the Governance & Human Resources Committee;
6.2.2.4. the Pensions Committee;
6.2.2.5. the Physical Resources & Property Committee; and
6.2.2.6. the Board of Trustees of the University of Guelph Heritage Fund.6.2.3.  The Board may establish such other Standing Committees as it deems appropriate. Any other Standing Committee established by the Board may be terminated by the Board. 
6.2.4.  The Terms of Reference for each Standing Committee shall be established by the Board.

6.3.  Membership of Standing Committees
6.3.1.  The membership for each Standing Committee shall be established by  the Board, in accordance with the Terms of Reference for each Committee. 
6.3.2.   All Standing Committee Members shall hold such office at the pleasure of the Board. 
6.3.3.  The Chair shall be an ex-officio member of all Standing Committees unless the Terms of Reference of the Standing Committee provide otherwise.  
6.3.4.  Vacancies occurring in the membership of a Standing Committee shall be filled by the Board at its earliest convenience. Notwithstanding any vacancy on a Standing Committee, the Standing Committee may exercise all or any of its powers, as long as a quorum is maintained.

6.4.  Other Committees and Working Groups
6.4.1.  The Board may appoint other Committees from time to time. 
6.4.2.  The membership of and Terms of Reference for other Committees of the Board shall be established by the Board. 
6.4.3.  All Committee Members shall hold such office at the pleasure of the Board. 
6.4.4.  Vacancies occurring in the membership of a Committee shall be filled by the Board at its earliest convenience. Notwithstanding any vacancy on a Committee, the Committee may exercise all or any of its powers, as long as a quorum is maintained.
6.4.5.  The Board and its Standing Committees may appoint Working Groups but may not delegate decision-making authority to a Working Group. The membership and Terms of Reference of a Working Group shall be established by the Board or the appointing Standing Committee. 
6.4.6.  All Working Group members shall hold such office at the pleasure of the Board or the appointing Standing Committee. 
6.4.7.  Vacancies occurring in the membership of a Working Group may be filled by the Board or the appointing Standing Committee at its earliest convenience.

6.5.  Committee and Working Group Meetings Closed
Unless otherwise provided for by the Board or in the Terms of Reference of a Committee or Working Group, attendance at Committee and Working Group meetings is limited to members of the Committee or Working Group and resource persons invited by the chair of the Committee or Working Group. 

6.6.  Notice of Regular Meetings
Notice in writing of the time and place of regular meetings of a Committee shall be sent to each Committee Member at least three (3) Days prior to the day appointed for the meeting. Notice may be sent by campus mail services, courier, email, facsimile or regular mail. The accidental failure to give notice of a Committee meeting to any Committee Member or any accidental irregularity in connection with the giving of notice of a Committee meeting shall not invalidate the proceedings at the relevant meeting.

6.7.  Special Meetings
Special meetings of a Committee may be called to address an issue of immediate concern and may be held at any time at the call of the: 
6.7.1.  Committee chair, 
6.7.2.  or in case of the Committee chair’s inability for any reason to perform the Committee chair's functions, at the call of the Chair, 
6.7.3.  or in case of the Chair’s inability for any reason to perform the Chair's functions, at the call of a Vice-Chair or the President. 

6.8.  Place of Meetings
All Standing Committee meetings shall normally be held on the University's main campus. 

6.9.  Means of Meeting
Committee meetings may be held in person or by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A Committee Member participating in any Committee meeting by any of these means is deemed to be present at the meeting.

6.10.  Quorum
6.10.1.  Subject to exceptions provided for in a resolution of the Board or in a Committee's Terms of Reference, quorum for each Committee shall be two-fifths (2/5) of the membership of such Committee.

6.11.  Voting
6.11.1.  All questions at a Committee meeting shall be decided by a majority of the votes cast. The Committee chair may vote on all motions and if regarding any motion there is a tie, that motion is deemed to be defeated. The Committee chair does not have a second or casting vote.
6.11.2.  If the majority of Committee Members present abstain from voting on or declare a conflict of interest relating to an item, the item shall be deferred to the next regular meeting of the Committee but may be considered in the interim by written resolution, at a special meeting of the Committee, or by the Board. 
6.11.3.  No Committee Member may use a proxy or be represented by a delegate or proxy-holder.
6.11.4.  A written resolution signed by all Committee Members is as valid and effective as if passed or made at a Committee meeting duly called, constituted and held for that purpose pursuant to the following conditions:
6.11.4.1. Committee Members must be provided at least one (1) Day to review and sign a written resolution and must be informed of the date and time at which the opportunity to sign the resolution will end. 
6.11.4.2. The Committee chair may extend the review and signing period for any written resolution once by up to seven (7) Days by giving written notice to Committee Members. 
6.11.4.3. If any Committee Member does not sign a written resolution prior to the end of the review and signing period, it shall be declared defeated. Such a written resolution may be reconsidered, in whole or in part, in another written resolution or at a subsequent regular or special meeting of the Committee or of the Board. 
6.11.4.4. The Secretary shall inform Committee Members of the outcome of any proposed written resolution and cause a copy of approved written resolutions to be kept, as a standalone document, with the minutes of the Committee. 

6.12.  Evidence of Resolution 
Whenever a vote has been taken upon a question, a declaration by the Committee chair that a resolution has been carried or lost by a particular majority is determinative and an entry to that effect in the Committee's minutes is conclusive evidence of that fact without proof of the number or proportion of votes recorded in favour of or against the motion.

7. Recordkeeping

7.1.  The Secretary shall fulfill or cause to be fulfilled all of the Board’s  recordkeeping obligations as they are laid out in the Board’s Bylaws, policies and relevant legislation. 

7.2.  The Secretary shall keep or cause to be kept minutes of Board and Committee meetings. These minutes shall be submitted to the Board or Committee for approval at a subsequent meeting of the Board or Committee or be approved by written resolution of the Board or Committee. 

7.3.  After approval, minutes of the Board and Executive Committee shall be signed by the Chair and Secretary. 

7.4.  Approved minutes of any Board or Committee meeting that is open to the public shall be made available for inspection by arrangement with the Secretary.

7.5.  Minutes of any Board or Committee meeting that is closed to the public shall only be available to members of the Board or that Committee, and to those persons authorized by the Board. 

7.6.  With the consent of the Chair, the Secretary may release the minutes of a closed meeting of the Board or any Committee, or any other Board document. A Committee chair on behalf of the Chair may consent to the release of documents from their Committee. Nothing in this section shall be construed in a manner that would prohibit or delay the Secretary from releasing documents when required by law to do so.  

7.7.  No person shall make or cause to be made an audio and/or visual recording of any Board, Committee or Working Group meeting unless the Board, Committee or Working Group consents to such a recording. 

8. Confidentiality and Conflict of Interest 

8.1.  Confidentiality
The Board shall have a confidentiality policy regarding the Board and its Committees and Working Groups.

8.2.  Conflict of Interest
The Board shall have a conflict of interest policy regarding the Board and its Committees and Working Groups.

8.3.  Undertaking
After appointment and prior to the term commencing, each Board Member, Committee Member or Working Group member shall sign an undertaking regarding confidentiality and conflict of interest in a form approved by the Board. The undertaking shall be updated annually in accordance with the Board conflict of interest and confidentiality policies.

9. Indemnification and Insurance

9.1.  Except where otherwise prohibited by law, each Board Member and Committee Member (each an "Indemnified Person"), and their heirs, executors, and administrators, and estate and effects, respectively, is hereby indemnified and saved harmless out of the funds of the University, from and against:
9.1.1.  all costs, charges and expenses whatsoever (including amounts paid to settle an action or to satisfy a judgement) that such Indemnified Person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such Indemnified Person, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such Indemnified Person, in or about the execution of the duties of such Indemnified Person's office; and
9.1.2.  all other costs, charges and expenses that such Indemnified Person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by the willful neglect or default of such Indemnified Person.

9.2.  Notwithstanding the foregoing, each Indemnified Person shall only be indemnified in such cases where such Indemnified Person had reasonable grounds for believing that the act, deed, matter or thing made, done or permitted by such Indemnified Person was lawful and in the best interests of the University. If an Indemnified Person incurs any costs, charges or expenses as provided above because of the act, receipt, neglect or default of any other Board Member or Committee Member, or officer or employee of the University, such Indemnified Person shall be indemnified as provided above. 

9.3.  The University may purchase and maintain insurance for Indemnified Persons against any liability incurred by any, some or all such Indemnified Persons, in their capacities as Board Members or Committee Members, except where the liability relates to the person’s failure to act honestly and in good faith with a view to the best interests of the University.

9.4.  The preceding provisions regarding indemnification and insurance are subject to any limitations contained in any applicable statute or regulation.

10. Reimbursement of Expenses

Each Board Member, Committee Member and Working Group member may be reimbursed for all reasonable expenses (including reasonable travel expenses) incurred in connection with the performance of such member's duties.

11. Common Seal

There shall be a common corporate seal of the University and it shall be in the custody of the Secretary or such other person or persons as the Board may from time to time designate.

12. Execution of Documents

12.1.  All contracts, documents or instruments in writing requiring execution by the University shall be signed by any two (2) officers of the University.  The University's corporate seal shall, when required, be affixed to such signed contracts, documents or other instruments by any officer of the University.

12.2.  The Board may from time to time appoint any officer or officers of the University or any person or persons on behalf of the University to sign contracts, documents or instruments in writing generally, or to sign specific classes of contracts, documents or instruments in writing, or to affix the University's corporate seal, or any combination of the preceding.

12.3.  All cheques, drafts or orders of payment of money, and all notes and acceptances and bills or exchange received or issued by the University, shall be signed by such officer or officers of the University or such person or persons on behalf of the University, and in such manner as may be designated from time to time by the Board.

13.  Head Office

The University's head office shall be in the City of Guelph in the Province of Ontario.

14. Fiscal Year

The University's fiscal year shall terminate on April 30 in each year.

15. Auditor

Each year the Board shall appoint an external audit firm to audit the University's accounts.

16. Making, Amending or Repealing Bylaws

16.1.  A Bylaw may only be amended or repealed by Bylaw.

16.2.  A proposed Bylaw may only be made effectively at a Board meeting if notice of such proposed Bylaw has been given to the Board not later than at the Board meeting preceding the Board meeting at which the proposed Bylaw is to be considered.

16.3.  A proposed Bylaw may only be made effectively by written resolution if notice of such proposed Bylaw has been given to the Board in writing not later than thirty (30) Days prior to the effective date of the Bylaw, and the written resolution is signed by all Board Members. 

17. Interpretation 

17.1.  In all Bylaws, where the context requires, the singular shall include the plural and the plural the singular, and the word “person” shall include firms and corporations.

17.2.  In a case where the Bylaws of the Board are silent on a procedural question the Secretary shall refer to Procedures for Meetings and Organizations, 3rd Edition by Kerr & King and advise the Chair or Committee chair on an appropriate course of action. The Chair or Committee chair shall then make a ruling which may be appealed by a Board Member or Committee Member to the whole Board or Committee. 

18. Repeal

18.1.  Upon the commencement of this Bylaw, Board Bylaw No.1: General Bylaw of the Board of Governors of the University of Guelph enacted on January 27, 2016 and any amendments thereto are hereby repealed.  

19. Commencement 

19.1.  This Bylaw shall come into effect on September 1, 2019. 

PASSED this the 21st day of June in the year 2019.