COWCUBS October 2014

 Purpose of Bylaws (Susan Belcher)  Framework and Content (Jodie Gallais)  Factors That Trigger a Review or Revision (Annette Revet)  Advice from Colleagues (Annette Revet)  Approaches/Processes (Margo Baptista)  Q&A

 Why should they be created? What is the goal?  Are they a necessary evil?  How do they enhance good governance?  What are the rewards of establishing sound bylaws?  What is the risk of not doing them well? SUSAN

 General Bylaws  Special Bylaws  Policies  Charters, Charter of Expectations  Governance Guidelines  Terms of Reference (Board and Committees)  Statement of Responsibilities  General Governance Documents  Rules, Rules of Operation  Guidelines, Procedures SUSAN

 Bylaws are not one-size fits all ◦ Wide range of structure and content  Bylaws vary by type of institution and circumstances ◦ Unicameral ◦ Bicameral ◦ Tricameral ◦ Provincial Legislation  Individual Institution Acts, Provincial System Act ◦ Institutional Policy and Procedure Framework ◦ Institutional Culture, Governing Bodies Culture  For example: ◦ Composition and Membership: Often the Bylaws restate what is contained within the Provincial Legislation. SUSAN

 What belongs in them? What does not? ◦ One document or more?  Corporate Governance Bylaws ◦ How do these adapt within the university setting?  Differentiating governance process from the structures and rules of governance JODIE

 Statutory Basis of Bylaws  Definition and Interpretation  Composition and Term of Office ◦ Members ◦ Officers: Chair, Vice Chair, President, University Secretary  Powers and Duties of the Body ◦ Powers and Duties ◦ Limitation on Powers ◦ Delegation  Confidentiality ◦ Confidential Information ◦ Confidentiality Requirement  Meetings ◦ Regular Meetings: Open, Closed, In- Camera, Committee of the Whole ◦ Special Meetings ◦ Conduct of Meetings ◦ Agenda and Consent Agenda ◦ Rules of Order ◦ Voting ◦ Quorum ◦ Presentations ◦ Public Conduct in Meetings ◦ Meeting by Electronic Means  Committees ◦ Establishment and Dissolution ◦ Terms of Reference JODIE

 President ◦ Appointment ◦ Role ◦ Delegation  University Secretary ◦ Appointment ◦ Role  Official Records  Protection of Members and Others  Orientation and Professional Development  Evaluation  Code of Conduct ◦ Create a separate document and business process? ◦ If breached, what are the consequences?  Conflict of Interest ◦ Create a separate document and business process?  University Seal  Amendments and Additions to Bylaws  Fiscal Year  Remuneration, Expense Reimbursement JODIE

 Requirement is stated within the bylaws e.g. every three years, five years  Too much time had passed since last review  Outdated language  Semi-regular consultation with an external advisor  Becoming a university and changing of governing legislation  Technology: ◦ electronic voting ◦ participation of members by telephone or electronic means  Needed to align with policy developments  Committee structure review  Committee mandates were out of date  Committee(s) were no longer relevant or required  Revisions to procedures  Attempt to streamline by consolidating consistent procedures and information for committees  Desire to strengthen the role of Senate Executive  Discussions at CUBA on best or leading practices ANNETTE

 Consider what will help you with the governance process  Deal with overly prescriptive matters outside of the bylaws (e.g. don’t embed committee terms of reference in the bylaws)  Proofread carefully  Engage committee chairs to provide input  Create a committee but keep it small in size  Include a requirement for regular review within the policy framework  Reconnect with the governing body at intervals in the process  It’s a slow process and can require several discussion meetings  Establish a framework of principles to guide the process  Use an external consultant but don’t let them “drive the bus”  Leverage technology; use web-links to existing legislation, documents, etc. ANNETTE

 Be attuned to issues and surprises in existing bylaws  All at once instead of piecemeal  As and when needed, rather than a massive overhaul project  On an ongoing or periodic basis  Build in flexibility and clarity; use non-restrictive language so you don’t have to change it frequently  Align the bylaws of both governing bodies  Deal with overly prescriptive matters outside of the bylaws (e.g. don’t embed committee terms of reference in the bylaws)  Use plain/ simple language that enables all stakeholders (those governing, those supporting and those affected by decisions) to understand the meaning, intention and impact of the bylaws  Leave the document better than you found it ANNETTE

 Joint Task Force on Bi-cameral Governance or a Joint Board-Senate Liaison Committee ◦ to address areas of overlap between the two bodies and ensure compliance with legislation  Cross-body membership ◦ Set out in legislation or governing bodies’ bylaws ◦ Special resolution providing for cross-representation (non-voting)  Board members participate on institutional committees or task forces to help develop broader understanding of the university  Hold a joint lunch or dinner meeting or a strategic workshop on a subject of mutual interest  Provide written reports to each governing body  Conduct orientations  Provide a flowchart depicting the decision-making matrix ANNETTE

 Establish a working group or task force  Responsibility of a Committee ◦ Governance, Bylaws, Executive  Engage a bylaws expert  Legal Department  University Secretary ◦ Resource? ◦ Author? MARGO

 Spread all of the paper on the floor and walls of your office or home (hope that the dog or cat don’t mess up your highly sophisticated system)  Gather copies of bylaws from other organizations  Use Post-It notes to flag key elements MARGO

 Privately, lament that you are in over your head but don’t ask for help.  Publicly, smile and tell everyone you are enjoying the process MARGO

 How current are your bylaws? When were they last updated?  How would you describe the framework and content of your bylaws?  Is there a provision in your bylaws that you wish was updated or had been adopted before the need for it arose?  Is there a provision in your bylaws that you wish was not there?  What might trigger a review of the bylaws?  Which best practices or leading practices should be included in bylaws?  What advice would you have for others who are embarking on a review of bylaws?  What process is/was used to review/revise your bylaws? ◦ Who does the work? Who is consulted?  What is the role of the University Secretary in the bylaws development or review process?

To demonstrate the diversity of approach in and across provinces

 Interpretation  Role, Power and Responsibilities  Composition  Chair  Vice Chair  Governor Expectations  Protection from Liability and Indemnity  Meetings  Voting  Committees  Outside Advisors  Spokesperson  Board Assessment  Signing Authority and Execution  Bylaw Amendments  General

 Role of General Faculties Council  Membership  Responsibilities  Handbook (This is not a formally-approved document): ◦ General Information: role, responsibilities, how GFC works, connection between GFC and board, membership, quorum, replacement and voting at meetings, motions/resolutions, typical agenda, committee of the whole, faculty councils ◦ Committee Information: Committee system, election or appointment by GFC, principles for delegation of authority ◦ Additional Information: Guidelines for Issues Brought to GFC for Action, website, Blackboard site, GFC contact directory

 General Governance Documents ◦ Charter of Expectations ◦ Code of Conduct and Ethics ◦ Governance Guidelines ◦ Rules of Operation ◦ Terms of Reference for an Individual Governor  Contracts and Position Description ◦ Committee Chairs ◦ President  Investment Policies ◦ Investment Governance Document ◦ Investment Management Policy

 Part 1: Enactment, Definitions, Interpretation  Part 2: Council ◦ Primary role, Council year, Powers and Capacity, Members, Responsibility, Meetings, Voting, Chair and Vice Chair, Minutes  Part 3: Committees ◦ Establishment, Standing Committees. Ad Hoc Committees, Appointment to External Bodies  Part 4: Procedures for Appointment of Senior Administrators  Part 5: Officers  Part 6: Conflict of Interest

 Statement of Indemnification  Definitions  Composition of the Board of Governors  Term of Office  Officers  Powers of the Board  Corporate Seal and Execution of Documents  Duties of the Chair  The President  Conflict of Interest  Meetings  Procedures  Agenda  Quorum  Attendance at Board and Committee Meetings  Committees  Board Standing Committees  General Faculties Council  By-laws of the Board

 Governance Structure  Definition  GFC Membership and Terms of Office  Officers of GVC  GFC Meetings  General GFC Procedures  Role and Function of GVC Committees/ Sub-committees  Standing Committees and Sub-committees  Faculty Councils  Responsibilities of Councillors  Vacancies  Adoption or Amendment of GFC By-laws  Suspension of GFC Bylaws  Appendices: Conduct of Meetings, Election Processes, Templates for Standing Committee Annual Reports, Faculty Council Annual Reports, Standing Committee Annual Plans, Legislation Governing the University

 Interpretation  The University  Board of Governors Overview  Board Composition  Board Members  Board Officers  Decision Making and Meetings of the Board  Board Documents  Corporate Issues (Delegation of Authority, Seal, Fiscal Year, Borrowing Powers, Financial Controls)  Committees  Assessment  Bylaw Matters  Appendices: ◦ Protocol Agreement ◦ Board Skills Matrix Rating Form ◦ Guidelines for Determining the Local of Policy Making at the Board and Executive Levels ◦ Terms of Reference (Audit, Distinguished Service, Finance and Facilities, Governance and Nominations, Human Resources) ◦ Board Evaluation ◦ Compliance with Adapted TSX Corporate Governance Guidelines ◦ Performance Measurement Framework

 Definitions  Membership  Election  Meetings  Committees  Faculties  Convocation  Standards for Students  Affiliation  Federation

 Definitions  Composition of the Board of Governors  Role of the Board of Governors  Responsibilities of a Board Member  Meetings  Procedures and Voting  Records  Officers of the Board  Committees ◦ Authority, Membership, Term, Vacancies, Committee Chairs and Vice Chairs, Committee Secretaries, Meetings, Quorum, Decisions, Reports, Work Plan and Terms of Reference (attached as appendices)  Powers of the Board  Amendment  OTHER Forms and Guidelines: ◦ Board Decision Item ◦ Board Information Item ◦ Guidelines for  Submitting Items to the Board  Representation to the Board  In Camera Items  Governing Board Member Responsibilities  Procedures for nomination of Board Chair and Vice Chair  Board Education and Development  Board Work Plan

 Part One: ◦ Constitutional Powers and Duties ◦ Election of Faculty Members ◦ Procedural Bylaws: Quorum, Duties of Chair and Vice Chair, Election of Chair and Vice Chair, Membership, Meetings ◦ Committees: Creation, Responsibilities ◦ Conflict of Interest: Proceedings, Committees, Definition  Part Two: Committees (Membership, Responsibilities,  Part Three: Credentials, Cancellation of Credentials, Scholarships, Establishment of Colleges and Divisions, Constitution and Duties of Faculty Councils, Programs of Study, Enrolment Management, Admission of Students, Examinations, Grading and Assessment, Affiliation and Federation

 Code of Conduct  Powers of the Board  Members  Agendas  Minutes  Committees  Governance Practices ◦ Exit Interview Process ◦ Internal Review and Assessment Process ◦ Meeting Model – Structure and Timing of Board Meetings ◦ Policy/Strategy Meeting Guide ◦ Vacancies on the Board  Meeting Rules (Regular, Special, Standing Committee Special Meetings, Chair, Procedural Rules, Notices, Voting, Quorum, Meeting by Electronic Means, Unanimous Consent Agenda)  Distinguished Professors  Distinguished Professors Emeritus/Emerita  Emeritus/Emerita Titles  Peter D. Curry Chancellor’s Award  Distinguished Service Award  Senate  Chancellor  Other – Governing Documents ◦ Governance ◦ Officers ◦ University Community ◦ Students ◦ Staff ◦ Academic ◦ Research ◦ Financial ◦ Operations ◦ External ◦ A-Z Index

 Role of Senate  Members  Agendas  Motions  Minutes  Committees  Meeting Rules  Honorary Degree Recipients

 Various Bylaws  #1 Precedence  #3 Head Office  #4 University Seal  #5 Public Records  #8 Conduct of Board Members/Conflict of Interest  #12 Meetings of the Board  #13 The Chair of the Board and the Vice Chair  #14 Bylaws (New, Changes & Deletions)  #17 Recruitment of the President  #19 Indemnification of Board Members  #20 Meeting Conduct – Recording and Communication Devices  Policy  Statement, Principles and Approach  Appendix A, Interpretation  Appendix B, Board Charter  Appendices C1-C7 Committee Mandates  Appendix D1-D2, Statement of Roles (President, Governors, Board Chair)  Appendix E Governance and Orientation  Appendix E1 Annual Orientation and Development Practices

 Preamble  Definitions  Composition and Election  Meetings  Powers, Term, Limitation of Liability, Statement of Conduct, and Conflict of Interest of Senators  Standing Committees and Task Forces

 How the Board Works: ◦ Board Committee Composition ◦ When the Board Meets ◦ Communicating with the Board  Procedures of the Board ◦ Election of Chair and Vice Chair ◦ Chair ◦ Meetings ◦ Duties ◦ Conflict of Interest and Confidentiality ◦ (Committee Terms of Reference: Executive and Governance, Finance, University Operations and Facilities, Audit, Compensation and Review) ◦ Appointments ◦ Attendance at Committee Meetings ◦ Appeals to the Board of Governors

 Membership  Committees  Meetings  Minutes  How the Senate Works ◦ Senate Rules and Procedures  Rules and Procedures, Membership, Meetings, Committees, Amendments to Rules and Procedures ◦ Rules to Govern Elections to the Board and the Senate  Student Appeals  Honorary Degrees