1. COWCUBS October 2014

2.  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

3.  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

4.  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

5.  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

6.  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

7.  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

8.  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

9.  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

10.  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

11.  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

12.  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

13.  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

14.  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

15.  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

17.  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?

19. To demonstrate the diversity of approach in and across provinces

20.  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

21.  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

22.  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

23.  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

24.  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

25.  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

26.  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

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

28.  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

29.  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

30.  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 2012-13 ◦ 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

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

32.  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 11.30  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

33.  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

34.  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

35.  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