Board of Trustees Terms of Reference
Board of Trustees of the University of Guelph Heritage Fund
Terms of Reference
1. The University of Guelph Heritage Fund is a permanently endowed trust fund (“Heritage Fund”) established through the University of Guelph Heritage Fund Declaration of Trust (“Declaration of Trust”). The Heritage Fund holds such real property and facilities, if relevant, designated to the Heritage Fund (“Heritage Properties”) and an endowment consisting of the accumulated Net Annual Proceeds from the Heritage Properties (“Heritage Endowment”).
2. The Board of Trustees (“Board of Trustees”) is a Standing Committee of the University’s Board of Governors (“the Board”) and is responsible for overseeing the Heritage Fund in accordance with the Declaration of Trust, applicable University policies and resolutions of the Board. As a Standing Committee of the Board, the Board of Trustees is subject to all relevant principles, policies and/or guidelines of the Board of Governors including, but not limited to, those concerning good governance, conflict of interest and confidentiality.
3. The Board of Trustees’ primary responsibilities are:
- To oversee the Heritage Endowment, including policies and practices with regard to investment.
- To identify the amount of funds available in any given year for distribution to the University for strategic investments in the institution and to advise the Board on the proposed distributions from the perspective of the long-term financial health of the Trust.
- To oversee Heritage Properties, including policies and practices with regard to business and financial planning, budgeting, and multi-year and/or annual property-specific development plans.
- To present reports to the Board regularly and at least once annually concerning the Heritage Fund, including audited financial statements.
- To provide other advice and reports to the Board, as the Board may request from time to time.
1. Heritage Endowment
1.1 Investment Policy & Procedures
With the advice of the Board’s Investment Subcommittee, to review, develop and recommend to the Board for approval investment policies and procedures for application to the University of Guelph’s Heritage Endowment that are in accordance with the Declaration of Trust and align with applicable University policies.
1.2 Distributions Policy & Procedures
1.2.1 Annually identify and approve the “Net Real Investment Return” (as defined in the Declaration of Trust) for the Heritage Trust Endowment.
1.2.2 Consider and make recommendations to the Board that are in accordance with the Declaration of Trust regarding proposed distributions from the Heritage Endowment for such purposes and projects that will advance the objects of the University as identified by the Board.
1.3 Oversight and Reporting on Heritage Trust Endowment
1.3.1 With the advice of the Board’s Investment Subcommittee, oversee and monitor investment performance for the Heritage Endowment.
1.3.2 Ensure that all records and accounts necessary and appropriate to document the Heritage Endowment are prepared and retained in accordance with applicable legislation and accounting standards. This includes reviewing and approving the audited statements.
2. Heritage Properties
2.1 Strategic Policies, Procedures & Plans for Development of Heritage Properties
2.1.1 Develop and recommend to the Board for approval strategic policies and plans to serve as a framework for the development, management, control, and disposition of Heritage Properties.
2.1.2 Periodically review and make recommendations to the Board on any additions or changes to strategic policies and plans serving as a framework for the development, management and control of Heritage Properties.
2.1.3 Develop and recommend to the Board for approval policies and practices regarding the use and administration of Heritage Properties to mitigate the risk of loss or deterioration of capital assets.
2.1.4 Recommend to the Board policies concerning receipt of donations of land for assignment to the Heritage Properties.
2.1.5 Recommend to the Board policies concerning the acquisition of Heritage Properties.
2.2 Operational Policies, Procedures & Plans for Heritage Properties
2.2.1 Develop and recommend to the Board for approval multi-year and/or annual business plans for the ongoing development and operation of Heritage Properties, including any related recommendations concerning disposition of these properties.
2.2.2 Develop and recommend to the Board for approval, an annual budget for the University’s Real Estate Division, insofar as the budget pertains to the operation and development of Heritage Properties.
2.2.3 Make recommendations to the Board concerning the potential acquisition of additional properties by the University.
2.2.4 Make recommendations to the Board concerning potentially assigning additional properties to the Heritage Fund.
2.2.5 Where necessary due to the unique requirements of the Heritage Properties, develop and approve operational policies and procedures for the implementation of multi-year and annual budgets and business plans for Heritage Properties, ensuring consistency with the Declaration of Trust while also preserving general alignment with similar policies applicable to other University of Guelph properties not included in the Heritage Properties.
2.2.6 Oversee ongoing implementation of business plans and budgets for Heritage Properties, including giving final approval and executing any sale, mortgage, pledge or lease of a Heritage Property that has been pursued according to the provisions of the most recent Board-approved business plan and budget for Heritage Properties.
2.3 Annual Reporting
2.3.1 With the advice of the Board’s Investment Subcommittee, report at least once annually to the Board on the investment performance and management of the Heritage Endowment, including information on all distributions and disbursements.
2.3.2 Review and approve the annual audited financial statements and related management discussion and analysis for the Heritage Fund as prepared by the University’s external auditors.
2.3.3 Present reports to the Board regularly and at least annually, concerning the Heritage Fund including audited financial statements for the Heritage Endowment.
3.1 Provide other advice and reports to the Board, as the Board may request from time to time, including advice regarding the acquisition of properties not intended for assignment to the Heritage Trust.
3.2 The Board of Trustees and/or individual Trustees may be called upon from time-to-time through resolution of the Board to fulfill other specific roles and/or discharge other responsibilities that call upon Trustees’ specialized knowledge as reflected in the various Trustees’ skills and competencies.
3.3 Provide advice on the competencies and skills matrix to be used by the Board to recruit individuals to fill vacancies on the Board of Trustees.
3.4 Annually recommend to the Board, a Trustee who is not a member of the Board or an employee of the University to the Physical Resources and Property Committee of the Board.
3.5 Review annually these Terms of Reference and/or the Declaration of Trust and/or other policy documents affecting the ability of the Board of Trustees to fulfill its responsibilities for the Heritage Fund and recommend to the Board for approval amendments as necessary.
1. Board of Trustees Membership
1.2.1 Trustees shall be appointed by the Board in accordance with the Declaration of Trust and guided by a competencies and skills matrix approved by the Board and developed with input from the Board of Trustees.
1.2.2 There shall not be less than seven (7) nor more than nine (9) Trustees at any time;
1.2.3 Ex-officio members shall include: The President and the Chair of the Board, unless he or she is unable or unwilling to serve; and
1.2.4 The University Secretary or designate attends all meetings but is not a member (non-voting).
2. Responsibilities of the Chair, Board of Trustees
2.1 The Board of Trustees shall have a Chair who is appointed and replaced by the Board from time-to-time from among the Trustees. The Board may also appoint a Vice-Chair for the Board of Trustees from among the Trustees. The Chair of the Board of Trustees, when present, shall preside at all meetings of the Board of Trustees, shall sign such documents as may require the Chair’s signature in accordance with the Declaration of Trust, these terms of reference, and/or resolution of the Board, and may perform such other duties as may be assigned from time-to-time by the Board or the Board of Trustees.
2.2 Normally, the Chair of the Board of Trustees will attend a minimum of one Board meeting annually to report on the Heritage Fund and share information about the work of the Board of Trustees.
2.3 Between meetings of the Board of Trustees, its Chair will be kept apprised by the University Administration on a regular and ongoing basis about developments and actions planned for Heritage Fund. The Chair will determine whether any matters necessitate a special meeting of the Board of Trustees or whether actions proposed should await consideration at its next regularly scheduled meeting.
2.4 Where a Vice-Chair of the Board of Trustees has been appointed by the Board, the Vice-Chair shall perform the duties of the Chair of the Board of Trustees when the latter is unable for any reason to perform such duties. The Vice-Chair may also perform such other duties as may be assigned from time to time by the Board or the Board of Trustees.
D. Quorum and Meetings
1. Quorum for the Board of Trustees is as provided in General Bylaw 7.9: two-fifths (2/5) of the membership.
2. The Board of Trustees will meet at least once each year and more frequently as necessary.
3. Meetings of the Board of Trustees are closed and will be conducted in a manner consistent with section 7.5 to 7.11 of “Bylaw No. 1: General Bylaw, Board of Governors of the University of Guelph”.
Effective: July 1, 2015