EFFECTIVE: January 29, 2009
CANCELS: September 26, 2002
REVISED: March 25, 2010
TABLE OF CONTENTS
ARTICLE 1 – Interpretation
1.1 Definitions
1.2 Interpretation
ARTICLE 2 – Business of the University
2.1 Corporate Seal
2.2 Financial Year
2.3 Execution of Instruments
2.4 Banking Arrangements
2.5 Borrowing Arrangements
2.6 Soliciting Donations and Grants
2 Acquiring Personal Property
3 Holding and Disposing of Real Property
2.9 Power to Sue and Compromise Claims
2.10 Facsimile Signatures
2.11 Canon Law
ARTICLE 3 – Board of Governors
3.1 Board Composition-Faculty Member
3.2 Board Composition-Staff Member
3.3 Board Composition-Graduate Member
3.4 Board Composition-Members at Large
3.5 Administer Affairs
3.6 Removal of Member of the Board
3.7 Termination of Office
3.8 Vacancies
3.9 Rotation
3.10 Executive Committee
3.11 Finance Committee
3.12 Human Relations Committee
3.13 Mission Committee
3.14 Committees- General
3.15 Committees- Responsibilities and Membership
3.16 Audit Committee
3.17 Ad Hoc Committees
ARTICLE 4 – Meetings of Board of Governors
4.1 Meetings of the Board
4.2 Additional Meetings
4.3 Notice of Meetings
4.4 First Meeting of New Board
4.5 Place of Meetings
4.6 Electronic Participation
4.7 Quorum
4.8 Persons Entitled to be Present
4.9 Votes to Govern
4.10 Errors in Notice
4.11 Delegated Authority
4.12 Remuneration
4.13 Special Remuneration
4.14 Expenses
4.15 Validity of Actions
4.16 Minutes of In Camera Meetings
ARTICLE 5 – Officers
5.1 Corporate Officers
5.2 Duties of Officers may be Delegated
5.3 Powers and Duties
5.4 Agents and Employees
ARTICLE 6 – President, Vice-President, Chancellor
6.1 Vice-Chancellor (President)- Responsibilities and Term of Office
6.2 Vice-Chancellor (President)- Salary and Contract
6.3 Vice-Chancellor (President)- Appointment and Reappointment
6.4 Vice-President (Academic Dean)- Responsibilities and Term of Office
6.5 Vice-President (Academic Dean) - Salary and Contract
6.6 Vice-President (Academic Dean) - Appointment and Reappointment
6.7 President and Vice-President to be Roman Catholics
6.8 Chancellor – Term of Office
6.9 Chancellor – Appointment and Reappointment
ARTICLE 7 – Protection of Board Members and Officers
7.1 Limitation of Liability
7.2 Indemnity
7.3 Members Reliance
ARTICLE 8 – Code of Conduct and Conflict of Interest
4 Code of Conduct
8.2 Conflicts of Interest
8.3 Abstention from Meetings and Voting
8.4 Determination of Conflict
8.5 Confidentiality
8.6 Additional Restrictions
ARTICLE 9 – Notices
9.1 Notice
9.2 Computation of Time
9.3 Omissions and Errors
9.4 Waiver of Notice
ARTICLE 10 – Auditors
10.1 Auditors
10.2 Audited Financial Statements
ARTICLE 11 – Amendment of By-laws
11.1 Amendment of By-laws
ARTICLE 12 – Effective Date
12.1 Effective Date
ST. JEROME�S UNIVERSITY
GENERAL BY-LAW NO. 1
A By-Law relating generally to the transaction of the business and affairs of St. Jerome�s University
BE IT ENACTED as a by-law of the St. Jerome�s University as follows:
INTERPRETATION
1.1 Definitions In this by-law and all other by-laws and resolutions of the University, unless the context otherwise requires:
�Act� means the St. Jerome�s University Act, 2000, S.O, 2000, c. Pr34;
�Board� means the Board of Governors of the University;
�by-laws� means this by-law and all other by-laws of the University from time to time in force and effect;
�external member� means a member of the Board who is not employed by the University;
�faculty� means the persons employed by the University to teach, give instruction or engage in research, and includes professors, associate professors, assistant professors, lecturers, instructors and sessionals;
�graduate� means a person who has obtained a degree from or through the University;
�internal member� means a member of the Board who is employed by the University;
�meeting of members� means an annual meeting of members of the Board or a general meeting of members of the Board;
"Roman Catholic" refers to all Catholic Churches in communion with the See of Rome.
�staff� means the persons employed by the University who are not faculty;
�University� means St. Jerome�s University.
1.2 Interpretation This by-law, unless the context otherwise requires, shall be construed and interpreted in accordance with the following:
(a) words importing the singular number include the plural and vice versa; words importing the masculine gender include the feminine and neuter genders; words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations;
(b) the headings used in this by-law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions;
(c) in the event of any dispute, the intent or meaning of any word shall be that given to it by the Board, and
(d) any reference in this by-law to any statute shall, unless otherwise expressly stated, be deemed a reference to such statute as the same may from time to time be amended, restated, re-enacted or replaced.
TOPBUSINESS OF THE UNIVERSITY
2.1 Corporate Seal Until changed, the corporate seal of the University shall be in the form impressed on this page.
2.2 Financial Year Until otherwise changed by resolution of the Board, the financial year of the University shall end on April 30 in each year.
2.3 Execution of Instruments Deeds, transfers, licenses, assignments, contracts, obligations,
certificates and other instruments and engagements may be signed on behalf of the University by any two together of the Vice-Chancellor (President), Vice-President (Dean), or Comptroller, or any other persons from time to time designated by the Board by resolution. In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any person authorized to sign an instrument on behalf of the University may affix the corporate seal to it.
2.4 Banking Arrangements The banking business of the University shall be transacted with such banks, trust companies or other financial institutions as may from time to time be designated by or under the authority of the Board. Banking business or any part of it shall be transacted under the agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize.
2.5 Borrowing Arrangements The Board may from time to time,
(a) borrow money on the credit of the University;
(b) issue, sell, transfer or pledge securities of the University;
(c) charge, mortgage, hypothecate or pledge all or any of the property of the University, including book debts and unpaid calls, rights, powers, franchises and undertaking to secure any securities or any money borrowed, or other debt, or any other obligations or liability of the University;
(d) delegate the powers under this clause to an officer of the University as the Board considers appropriate.
2.6 Soliciting Donations and Grants The Board may, on behalf of the University, solicit and receive donations, bequests, legacies and grants, and enter into agreements, contracts and undertakings incidental thereto.
2.7 Acquiring of Personal Property The Board may, on behalf of the University, from time to time, acquire by purchase, contract, donation, legacy, gift, grant, bequest or otherwise, any personal property and may enter into and carry out any agreements, contracts or undertakings incidental thereto, and may sell, dispose of and convey the same, or any part thereof, as may be considered advisable and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such sale, disposal or conveyance.
2.8 Holding and Disposing of Real Property The Board may, on behalf of the University, from time to time, acquire by purchase, lease, devise, gift or otherwise, any real property and may hold such real property or interest therein necessary for the actual use and occupation of the University or for carrying out its objects, and, when no longer so necessary, to sell, dispose of and convey the same or any part thereof.
2.9 Power to Sue and Compromise Claims The Board may, on behalf of the University, demand and compel payment of all sums of money and claims to any real or personal property in which the University may have an interest and to compromise any such claims, and generally to sue and be sued in the name of the University.
2.10 Facsimile Signatures The signature of any member of the Board or officer may be printed, engraved or otherwise mechanically reproduced in facsimile under such conditions as the Board may authorize and such signature shall have the same force and effect as if signed in the handwriting of such member or officer.
2.11 Canon Law In exercising the powers set out in this Article 2, the Board shall conform to the requirements of Canon Law.
BOARD MEMBERS
3.1 Board Composition Faculty Members For the purposes of paragraph 4 of subsection 7 (2) of the Act the number of persons shall be at least one and no more than two being members of the full-time faculty holding professorial rank, who are recommended by the faculty and who have been elected according to the procedures of the Steering Committee of the College Council.
3.2 Board Composition Staff Members For the purposes of paragraph 5 of subsection 7 (2) of the Act the number of persons shall be at least one and no more than two being members of the staff elected by the staff according to the procedures of the Steering Committee of the College Council.
3.3 Board Composition Graduate Member For the purposes of paragraph 6 of subsection 7 (2) of the Act the number of persons shall be one, being a graduate who is appointed in consultation with a Graduates' Association of the University or their representative.
3.4 Board Composition Members at Large For the purposes of paragraph 7 of subsection 7 (2) of the Act the following persons shall be members of the Board:
(a) the Chancellor,
(b) the President of the Student Union,
(c) the Chaplain,
(d) the Episcopal Delegate, and
(e) up to 15 community at large and normally a minimum of 12 members, approved by the Board, who meet the Human Relations Committee (HRC) guidelines for Board members at large and are appointed by the Board upon the recommendation of the HRC from a slate of candidates.
(f) the Past-President of the Student Union shall be invited to remain a member of the Board for one additional term with the proviso that the student is still registered at St. Jerome�s University; otherwise the Executive of the Student Union shall elect from among the members of the Executive a second student member of the Board.
3.5 Administer Affairs In managing, supervising and controlling the affairs of the University under subsection 7 (1) of the Act, the Board may perform or direct the performance of all such acts as may be necessary or of advantage to the attainment of the objects and proper operation of the University and may make or cause to be made for the University, in its name, any kind of contract which the University may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the University, may from time to time deem proper and appropriate, subject to the Act and to by-laws of the University.
3.6 Removal of member of the Board The Board may, by resolution, remove any member of the Board referred to in clause (e) of Article 3.4 before the expiration of his or her term of office if, in the opinion of the Board, expressed by a majority of the members of the Board in office, the person consistently fails to perform the duties reasonably requested of a member of the Board and the Board may, by majority vote at that meeting, appoint any person in his or her stead for the remainder of the term.
3.7 Termination of Office The position of a person referred to in Article 3.1, 3.2, 3.3 or 3.4 as a member on the Board shall be automatically terminated if:
(a) the person makes an assignment under the Bankruptcy and Insolvency Act
(Canada) or a receiving order is made against the person;
(b) the person becomes of unsound mind or is judged by a qualified
medical practitioner to be a mentally incompetent person or incapable of
managing his or her affairs;
(c) the person dies;
(d) by notice in writing to the University, the person resigns his or her office (which
resignation shall be effective at the time it is received by the President of the Board or the Secretary, or otherwise in accordance with its term, whichever is later);
(e) the person is removed as a member of the Board by resolution of the board as provided in Article 3.6; or
(f) in the case of an ex-officio member of the Board referred to in paragraph 1, 2 or 3 of subsection 7 (2) of the Act, or a person referred to in clause (a), (b), (c) or (d) of Article 3.4, the person ceases to hold the position by virtue of which he or she holds ex-officio membership.
3.8 Vacancies A vacancy on the Board, howsoever caused, may be filled for the remainder of its term, either by the members of the Board at a meeting called for the purpose or at the next annual meeting of members of the Board at which members are appointed or elected and the vacancy shall be filled in the same manner and by the same authority as the member whose membership is vacant was appointed or elected, as the case may be.
3.9 Rotation In accordance with subsection 7 (5) of the Act, all twelve community at large members of the Board referred to in clause (e) of Article 3.4 shall be appointed and retire in rotation so that at the May, 2000 annual meeting of members of the Board held for the appointment of members of the Board, four members shall, commencing July 1, 2000, be deemed to have been appointed for three years, four members shall, commencing July 1, 2001, be appointed for three years and four members shall, commencing July 1, 2002, be appointed for three years and thereafter at each annual meeting, members of the Board shall be appointed to fill the positions of such members whose term of office have expired and each member so appointed shall hold office until the third annual meeting after his or her appointment.
3.10 Executive Committee The Board shall establish an Executive Committee which shall coordinate the work of all other committees of the Board, advise the Board generally, make recommendations to the Board on matters not in the purview of other committees, set agendas for meetings of the Board, and act for the Board on occasions and in circumstances wherein such authority has been delegated. The members of this committee shall be the Chairs, or their delegates, of the committees referred to in Articles 3.11, 3.12 and 3.13, the Vice Chair of the Board who shall be the Chair of the Executive Committee, the Chair of the Board, the Past Chair of the Board, the Vice-Chancellor (President) of the University and the Vice-President (Dean) of the University. The past Chair must also be a member of the Board
3.11 Finance Committee The Board shall establish a Finance Committee which shall, review and oversee policy in respect of the financial resources of the University, review the budget of the University and recommend approval or changes to the budget, review transfers of funds from the university, maintain an overview of fundraising and development for the University and maintain an overview of investments of the University. The members of this committee shall be the Vice-Chancellor (President) of the University, the Vice-President (Dean) of the University, the Chair of the Board, the Vice Chair of the Board and at least three additional members of the Board who may be internal or external members.
3.12 Human Relations Committee The Board shall establish a Human Relations Committee which shall,
(a) review and oversee policy with respect to employee relations and contractual arrangements with employee groups and individuals, including such matters as tenure, sabbaticals, and grievances,
(b) be responsible for the nomination, recruitment, and training of Board members,
(c) maintain and update the Operations manual for Board members,
(d) assess committee-related interests of Board members to ensure that positions on all standing and ad hoc committees are filled, and provide information to committee members as required.
The members of this committee shall be the Vice-Chancellor (President) of the University, theVice-President (Dean) of the University, the Chair of the Board, the Chaplain and at least two additional members of the Board who may be internal or external members.
3.13 Mission Committee The Board shall establish a Mission Committee which shall review and oversee the continuing fulfillment of the Mission Statement of the University, and participate in planning for the future of the University with regard to such issues as policy and personnel. The members of this committee shall be the Chancellor of the University, the Bishop or his delegate, the Provincial Superior of the Congregation of the Resurrection or his delegate, the Vice-Chancellor (President) of the University, the Vice-President (Dean) of the University, the Chair of the Board, the President of the Student Union and at least two additional members of the Board who may be internal or external members.
3. 14 Committees - General Each committee referred to in Article 3.10, 3.11, 3.12 and 3.13 shall have at least three members of the Board on the committee. These committees and ad hoc committees referred to in Article 3.17 may, except for in camera meetings, permit resource and other persons to attend committee meetings on a continuing or on a topic-specific basis from time to time to provide information or advice provided that such persons are non-voting participants at the committee.
3.15 Committees - Responsibilities and Membership Each committee referred to in Article 3.10, 3.11, 3.12 and 3.13 shall meet as often as necessary to carry out its assigned responsibilities, but not less than once in each of the fall and winter terms. Each committee shall report to the Board as often as is necessary to keep the Board informed with respect to the work of the committee, but not less than once a year. At the beginning of each academic year, each committee, except for the Executive Committee, shall select its Chair from within its membership. The Vice-Chancellor (President) of the University and the Vice-President (Dean) cannot be chair of these committees. The Chair shall hold the position for two years. The Chair is responsible for the agenda and the delegation of the recording of the minutes for each meeting of the committee.
3.16 Audit Committee The Board shall establish a sub-committee of the Finance Committee to be known as the Audit Committee which shall review the annual report and the financial statements of the University, the Auditor�s reports, internal controls over the financial reporting process, audit matters and financial reporting issues. The Audit Committee shall report its findings to the Board for approval. The Audit Committee shall also recommend to the Board who shall be appointed as auditor. The members of this committee shall be those external members of the Finance Committee who are not officers of the Board
3.17 Ad Hoc Committees The Board may by resolution establish such ad hoc committees as it considers necessary from time to time to sit for a specific time with a specific term of reference to be determined by the Board. An ad hoc committee shall be chaired by a member of the Board and shall contain such members as are determined by the Board.
TOPMEETINGS OF BOARD OF GOVERNORS
4.1 Meetings of the Board There shall be at least four meetings of the Board each year at a place and hour to be named. One of these shall be the Annual General Meeting, which shall be held in May, at which time the appointments of officers to the Board, the appointment of the auditors and other elections and appointments to the Board may take place. The other meetings shall be held at such times as determined by the Board.
4.2 Additional Meetings In addition to the meetings referred to in Article 4.1, meetings of the Board may be held from time to time at the call of either the Chair, the President of the Board or not less than one-third of the members on the Board.
4.3 Notice of meetings Notice of the time and place of every meeting so called shall be given to each member of the Board not less than two weeks before the time when the meeting is to be held, except that no notice of a meeting shall be necessary if all the members are present or if those absent waive notice of or otherwise signify their consent to such meeting being held. The Agenda for all meetings shall be sent to the members at least one week before the time when the meeting is to be held. A copy of any resolution of the Board so fixing the place and time of a meeting of the Board shall be sent to each member of the Board forthwith after being passed, but no other notice shall be required for any such meeting.
4.4 First Meeting of New Board Provided a quorum of the Board is present, each newly elected or appointed Board may without notice hold its first meeting immediately following the meeting at which such Board was elected or appointed.
4.5 Place of Meetings Meetings of the Board shall be held at the University or elsewhere in Ontario or, if the Board so determines, at some place outside Ontario.
4.6 Electronic Participation Subject to terms of the Corporations Act, R.S.O, 1990, c. 38 and the common law, if all members of the Board consent, a meeting of the Board may be held by means of such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to hear each other simultaneously and instantaneously and a member participating in such meeting by such means is deemed to be present at that meeting.
4.7 Quorum A majority of the Board constitutes a quorum provided that at every meeting of the Board there shall be both internal and external members present such that the majority of those in attendance are external members.
4.8 In Camera Session may be open to the Public Where part of a meeting is to be held in camera under subsection 21 (1) of the Act because the intimate financial or personal matters of any person or persons may be disclosed at the meeting, that part of the meeting may be open to the public if the person requests or the persons request that such part of the meeting be open to the public.
4.9 Votes to Govern At all meetings of the Board every question shall be determined by a
majority of the votes cast on the motion. In case of any equality of votes, the Chair of the
meeting shall not be entitled to a second or casting vote. Voting may be by a show of
hands unless a ballot is demanded by any Board member. A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible
in evidence as prima facie proof of the fact without proof of the number or proportion of
the votes recorded in favour of or against such resolution. No member of the Board may vote by proxy at any meeting of the Board.
4.10 Errors in Notice The accidental omission to give notice to any member of the Board or the non-receipt of any notice by a member of the Board or an error in any notice not affecting the substance thereof shall not invalidate any action taken at or resulting from a meeting held pursuant to such notice.
4.11 Delegated Authority Where action is required to be taken urgently at a time when a Board meeting cannot be conveniently convened, authority rests either with the Executive Committee, if there is one, or with the Chair in consultation with other officers.
4.12 Remuneration No remuneration shall be paid to a member of the Board, except any remuneration that may be due to the member by virtue of the fact that the member is an employee of the University.
4.13 Special Remuneration The Board may by resolution award special remuneration to any member of the Board in undertaking any special services on the University�s behalf other than normal work ordinarily required of a member of the Board either as a Board member or as a member of a committee of the Board.
4.14 Expenses The members of the Board, officers and employees shall be entitled to be paid their travel and other reasonable out-of-pocket expenses properly incurred by them in
performance of their duties, including attending meetings of the Board and any
committee thereof in connection with the affairs of the University.
4.15 Validity of Actions No act or proceeding by any member of the Board or the Board shall be deemed invalid or ineffective by reasons of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualifications of such member or the Board.
4.16 Minutes of In Camera Meetings Minutes kept from in camera sessions of meetings shall be maintained separately, clearly marked �confidential�, and shall not be open to public inspection. Otherwise, the bylaws and minutes of the Board of Governors shall be open to examination by members of the University community and by the public-at-large during normal business hours.
TOPOFFICERS
5.1 Corporate Officers The Board shall, subject to Articles 5.3 (a) and (c), elect a Chair and President from among themselves. In addition, the Board shall appoint a Secretary and such other officers as the Board may determine from time to time, none of whom are required to be members of the Board. One person may hold more than one office. Each officer shall hold office until removed by the Board or until his or her successor is appointed. The remuneration of such officers, if any, shall be established by resolution of the Board from time to time.
5.2 Duties of Officers may be Delegated In case of the absence or inability to act of any
officer of the University or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of any such officer to any other officer or to any member of the Board for the time being.
5.3 Powers and Duties All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Board. The duties of such of the following officers as may be elected from time to time, shall include:
(a) Chair of the Board The Chair shall be elected for a three year term and is eligible for re-election to a maximum of six continuous years, in accordance with the guidelines determined by the Human Resources Committee. The Chair shall be elected from among the external members of the Board who have served on the Executive Committee and who have been a chair of a Board committee. The Chair shall not be either the Vice-President (Dean) or the Vice-Chancellor (President) of the University. The Chair shall, when present, preside at all meetings of the Board. The Chair shall set the agenda for meetings of the Board and shall perform any or all duties customarily borne by a Chair of a corporation such as the University as well as such other duties as may be assigned to the position by the Board. The Chair is ex officio a member of all committees of the Board.
(b) Vice-Chair The Vice-Chair shall be elected for a two year term and is eligible for re-election to a maximum of six continuous years, in accordance with the guidelines determined by the Human Resources Committee. The Vice-Chair shall be elected from among the external members of the Board. The Vice-Chair shall not be either the Vice-President (Dean) or the Vice-Chancellor (President) of the University. If the Chair of the Board is absent or is unable to act, the Vice-Chair of the Board, if any, shall, when present, preside at all meetings of the Board. In the event of a temporary vacancy in that office of Chair, the Vice-Chair shall act as and have all the powers of the Chair. In the case of the absence or illness of the Chair and of the Vice-Chair, the Board may appoint one of its external members to act as Chair pro tempore and the member so appointed shall act as and have all the powers of the Chair.
(c) President Unless otherwise determined by resolution of the Board the President of the Board shall be the person who is Vice-Chancellor (President) of the University referred to in subsection 14 (1) of the Act and shall perform any or all duties customarily borne by a president of a corporation such as the University as well as such other duties as may be assigned to the position by the Board.
(d) Secretary The Secretary shall give or cause to be given notices for all meetings of the Board, its committees, if any, when directed to do so and shall have charge of the corporate seal of the University, the minute books of the University and of the documents and registers referred to in section 300 of the Corporations Act, R.S.O. C.38.
5.4 Agents and Employees The Board may appoint such agents and engage such employees
as it considers necessary from time to time and such persons shall have such authority
and shall perform such duties as shall be prescribed by the Board.
President and Vice-President
6.1 Vice-Chancellor (President) – Responsibilities & Term of Office
(a) Responsibilities The President is the chief executive officer of the University and has supervision over and direction of the academic work and general administration of the University, the faculty, the staff and the students and has such other powers and duties as may be conferred upon him or her by the Board of Governors [Act of Incorporation 14 (2)].
(b) Term of Office The term of office of the Vice-Chancellor (President) of the University shall be for a term of five years and he or she may be reappointed for an additional term of up to five years. The Board of Governors may in the absence of the President and shall in the event of a vacancy in the office of President appoint an acting or interim President upon such terms and conditions as the Board of Governors (the Board) may prescribe.
6.2 Vice-Chancellor (President) – Salary and Terms of Contract The Chair of the Board of Governors, in consultation with the Executive Committee, shall, on behalf of the Board of Governors, negotiate the salary and terms of the contract for the Vice-Chancellor (President) of the University.
6.3 Vice-Chancellor (President) – Appointment and Reappointment
The process for the appointment and reappointment of the Vice-Chancellor (President) shall be as follows:
6.3.1 The Mandate
The Board shall establish the mandate for the next presidential term.
6.3.2 The President�s Search Committee
(a) Board of Governors Responsibility As required by the Act of Incorporation 13(5), �the Board shall, by bylaw, establish a process by which recommendations are made to the Board with respect to the appointment or reappointment of the vice-chancellor and the process shall provide for the creation of a search committee.� The President�s Search Committee (Search Committee) shall be an ad hoc committee of the Board. The Search Committee will be charged with recommending to the Board one individual to serve as the Vice-Chancellor and President of the University. The search process, and the committee, will be guided by the mandate for the next presidential term as established by the Board after consultation with the faculty, staff, students, administration and Board (the University Community).
(b) Establishment of the Search Committee Membership shall consist of the Chair of the Board who shall be the Chair of the Search Committee; two external members of the Board, two members of the University faculty holding professorial rank, at least one of whom has tenure, one member of the University regular full-time staff, one student and one member of the alumni.
The establishment of the Search Committee shall be initiated by the Board which shall request
(i) the Chair of the Executive Committee of the Board to initiate procedures for the determination of the external members of the Board;
(ii) the Chair of the Steering Committee of College Council to initiate the election procedures for the determination of the faculty and staff members;
(iii) the President of the St. Jerome�s Students� Union to initiate proceedings for the determination of the student member;
(iv) the Chair of the Executive Committee of the Board of Governors to initiate proceedings for the determination of the alumni member.
Each constituency shall communicate the names of the duly determined Search Committee members to the Chair of the Board. The Chair of the Board, as Chair of the Search Committee, shall inform the University Community and the public of the membership of the Search Committee as soon as that membership has been determined.
(c) Timeframe for the Search Process The Board shall initiate the establishment of the President�s Search Committee. In normal circumstances this will occur eighteen months prior to the expiration of the presidential term of office. The establishment of the Search Committee shall be completed no more than four weeks after it has been initiated by the Board. The Search Committee shall make its recommendation to the Board no later than six months prior to the commencement of the next presidential term.
6.3.3 Procedures to be Followed by the President�s Search Committee
(a) The Search Committee shall be guided by the mandate for the next presidential term and any additional directives or considerations the Board may provide. The Search Committee shall draft a position profile which it shall present to the Board for approval. This shall be completed within two months of the first meeting of the Search Committee.
(b) The Search Committee shall inform the full-time faculty holding professorial rank, the regular full- and part-time staff, the St. Jerome�s Students� Union Executive, the alumni of the University and the public that it is accepting nominations. Any nomination must include a letter of application from the nominee. Any member of the Search Committee who declares as an applicant for the President�s position shall resign from the Committee immediately. In such cases the vacated position shall be replaced in a manner analogous to the original appointment.
In the search for potential external applicants, the Search Committee shall advertise the position in academic publications across Canada such as University Affairs and the CAUT Bulletin. With the prior approval of the Board, the Search Committee may engage the services of a search consultant.
The Vice-President and Academic Dean shall be invited to review the complete list of applicants and to offer his or her opinion on the potential short list, including the possibility of recommending the names of other potential candidates who should be invited to apply for the position. In the event that the Vice-President and Academic Dean is an applicant, an Associate Dean, as determined by the Board upon the recommendation of the Academic Committee, shall serve this role.
The President�s Search Committee shall conduct a review of the applicants in order to determine a short list of possible candidates, ideally from two to five in number (be they internal or external) –– only in exceptional circumstances should there be a single short-listed candidate.
(c) Once the short list has been established, the Bishop of the Diocese of Hamilton shall be invited to review the short list and to raise any concerns he may have about the suitability of any candidate on the short list. In the event that the Bishop should raise any serious concerns about any of the short-listed candidates, before the Committee makes its final determination, the candidate shall be entitled to respond directly to the Bishop to address each and every concern identified by him.
The Search Committee shall make its final recommendation to the Board. The Board shall by resolution select and then appoint a President or further instruct the Search Committee. The Chair shall inform the unsuccessful candidate(s) of the Board decision. The Chair announces the selection of the Vice-Chancellor and President to the University Community and the public only after the appointment has been accepted by the successful candidate.
6.3.4 Reappointment of the Vice-Chancellor (President)
(a) The Review Process
(i) The Board, in consultation with the University Community (the students, staff, faculty, administration and members of the Board), shall establish the mandate for the next presidential term.
(ii) The Board shall initiate the establishment of the President�s Review Committee (Review Committee), an ad hoc committee of the Board. In normal circumstances this will occureighteenmonths prior to the expiration of the incumbent�s term of office. Its membership shall be as set out in 6.3.2(b). The establishment of the Review Committee shall be completed no more than four weeks after it has been initiated by the Board. The work of the Review Committee shall be guided by the mandate for the next presidential term as established by the Board and by any additional directives or considerations the Board may provide. The Review Committee�s confidential report shall include the findings of the review, as well as a recommendation regarding the reappointment of the incumbent.
(iii)The Review Committee shall determine the extent to which the University Community favors reappointment. To this end, the Committee shall solicit input by requesting that the members of the Board, the Vice-President & Academic Dean, the full-time faculty holding professorial rank, the regular full-and part-time staff, and the members of the Students� Union Council write a signed but confidential letter to the Review Committee. Responses should indicate approval or disapproval and include an explanation of the writer�s views.
(iv) Once the Review Committee is established, the review process should normally be completed by March 31. The Review Committee shall prepare a confidential report of its findings and a recommendation regarding reappointment. The incumbent shall be fully informed by the Chair of the Review Committee (the Chair of the Board) as to the nature of the report�s findings and its recommendation. The incumbent shall advise the Chair of the Board, in confidence, whether he/she is willing to serve a second term. The report of the Review Committee shall not be submitted to the Board unless the incumbent wishes to be considered for reappointment.
(b) Responsibilities of the Board of Governors
(i) If the incumbent does not wish to be considered for reappointment, the Board shall initiate a search process following the guidelines in 6.3.2(b) and (c). The Chair of the Board shall duly inform the University Community and the public of the decision of the Board to initiate a search for a new president.
(ii) If the incumbent is open to reappointment, the Board shall be fully informed by the Chair of the Review Committee (the Chair of the Board) as to the confidential report�s findings and recommendation.The Board shall receive, review and consider the report. If the Board resolves to offer reappointment to the incumbent, the Chair of the Board shall invite him /her to serve a second term. The Chair of the Board shall then duly inform the members of the University Community and the public of the decision of the Board to reappoint the incumbent.
In the case where the Board decides not to offer reappointment, the Chair of the Board shall, in strictest confidence, so inform the incumbent. The Chair of the Board shall inform the incumbent as to the nature of the objections to his or her reappointment. The Chair of the Board shall duly inform the University Community and the public of the Board�s decision to initiate the search for a new President. If he or she wishes to do so, the incumbent may declare himself or herself an applicant for the Search Committee�s consideration.
A Search Committee shall be established no later than four weeks after the Board has formally initiated the search process. The Search Committee shall be established following the guidelines in 6.3.2(b) and (c). Members of the Review Committee shall be eligible to serve on the Search Committee.
6.3.5 Confidentiality
Strict confidentiality is mandatory for both the Search and Review committees. All members of the committees are required to maintain strict confidentiality even after the formal process has concluded.
To this end, appointment/selection of persons to the Committees shall be conditional on their signing an agreement to maintain in confidence the information discussed by the Committee.
6.3.6 Communication
President�s Search Committee The Chair of the Board shall be the official and only spokesperson and shall provide the Board, the University Community and the public with regular updates on the progress of the Committee�s work.
President�s Review Committee The Chair of the Board shall be the official and only spokesperson for the Review Committee. The Chair of the Board shall inform the University Community and the public of a decision to either reappoint the President or establish a Search Committee.
6.4 Vice-President (Academic Dean) - Responsibilities and Term of Office
(a) Responsibilities The Vice-President of the University shall assist the President and, in the absence of the President, shall perform the functions of the President [Act of Incorporation 15 (1)]. The person who is appointed as Vice-President of the University shall be the Academic Dean. The Vice-President and Academic Dean also has such other powers and duties as from time to time may be conferred upon or assigned to him/her by the Board of Governors (the Board) or the President.
(b) Term of Office The term of office of the Vice-President and Academic Dean (VP) shall be for a term of five years and he or she may be reappointed for an additional term of up to five years. The Board may, in the absence of the VP, and shall, in the event of a vacancy in the office of the VP, appoint an acting or interim VP upon such terms and conditions as the Board may prescribe.
6.5 Vice-President (Academic Dean) – Salary and Contract The Chair of the Board, in consultation with the Executive Committee, shall, on behalf of the Board, negotiate the salary and terms of the contract for the VP.
6.6 Vice-President (Academic Dean) – Appointment and Reappointment The process for the appointment and reappointment of the Vice-President of the University shall be as follows:
6.6.1 The Vice-President�s Search Committee
(a) Board Responsibility As stated in the Act of Incorporation 15(1) �The Board may appoint a vice-president of the university�. The Vice-President of the University and Academic Dean�s Search Committee (Search Committee) shall be an ad hoc committee of the Board. The Search Committee will be charged with recommending to the Board one individual to serve as the Vice-President of the University and Academic Dean. The search process, and the committee, will be guided by the profile for the next vice-presidential and decanal term established by the Board after consultation with the faculty, staff, students and Board (the University Community).
(b) Establishment of the Search Committee Membership shall consist of the Vice-Chair of the Board who shall be the Chair of the Search Committee; the President and Vice-Chancellor, one other external member of the Board; three members of the full-time faculty, at least one of whom is a member of the Faculty of Arts and who holds professorial rank, one of whom is a member of the Faculty of Mathematics and who holds professorial rank, and at least two of whom hold tenure; one member of the University regular full- and part-time staff; and one student selected by the Executive of the St. Jerome�s Students� Union.
The establishment of the Search Committee shall be initiated by the Board which shall request
(i) the Chair of the Executive Committee of the Board to initiate procedures for the determination of the additional member of the Board;
(ii) the Chair of the Steering Committee of College Council to initiate the election procedures for the determination of the faculty and staff members;
(iii) the President of the Students� Union to initiate proceedings for the determination of the student member.
Each constituency shall communicate the names of the duly determined members to the Vice-Chair of the Board who, as Chair of the Search Committee, shall inform the Board, the faculty, the staff and the St. Jerome�s Students� Union Executive of the membership of the Search Committee as soon as that membership has been determined.
(c) Timeframe for the Search Process The Board shall initiate the establishment of the Search Committee. In normal circumstances, this will occur eighteen months prior to the expiration of the VP�s term of office. The establishment of the Search Committee shall be completed no more than four weeks after it has been initiated by the Board. The Search Committee shall make its recommendation to the Board no later than seven months prior to the commencement of the next vice-presidential and decanal term.
6.6.2 Procedures to be Followed by the Search Committee
(a) The Search Committee shall consult the Board with regard to any directives the Board may provide concerning the search. The Search Committee shall inform the full-time faculty holding professorial rank, the regular full- and part-time staff, and the Students� Union Executive that it is accepting nominations. Any nomination must include a letter of application from the nominee. Any member of the Search Committee who becomes an applicant for the position shall resign from the Search Committee immediately. In such cases the vacated position shall be replaced in a manner analogous to the original appointment.
In the search for potential external applicants, the Search Committee shall advertise the position in academic publications across Canada such as University Affairs and the CAUT Bulletin. With the prior approval of the Board, the Search Committee may engage the services of a search consultant.
The Search Committee shall conduct a review of the applicants in order to determine a short list of possible candidates, ideally from two to five in number (be they internal or external) – only in exceptional circumstances should there be a single short-listed candidate.
(b)Once the short list has been established, the Bishop of the Diocese of Hamilton shall be invited to review the short list and to raise any concerns he may have about the suitability of any candidate on the short list. Should the Bishop raise any serious concerns about any of the short-listed candidates, before the Search Committee makes its final determination, the individual shall be entitled to respond directly to the Bishop to address each and every concern identified by him.
Short-listed candidates shall be presented to the University Community in an open session that involves a presentation by the candidate followed by a question period. The Chair of the Search Committee shall solicit feedback from members of the University Community by inviting them to write a signed confidential letter. Those letters shall be addressed to the Chair who shall present them to the Search Committee.
The Search Committee shall make its final recommendation to the Board. The Board shall by resolution select and then appoint a Vice-President and Academic Dean or further instruct the Search Committee. The Chair of the Search Committee shall inform the unsuccessful candidate(s) and the Chair of the Board shall inform the successful candidate. The Chair of the Board announces the selection of the Vice-President and Academic Dean to the University Community and the public only after the appointment has been accepted.
6.6.3 Re-appointment of the Vice-President (Academic Dean): The Review Committee
(a) Establishment and Procedures of the Review Eighteen months prior to the expiration of the incumbent VP�s first term, the Chair of the Board shall determine whether the incumbent VP is willing to stand for reappointment. The Chair of the Board shall officially inform the Board of the incumbent VP�s decision. A Vice-President and Academic Dean�s Review Committee (Review Committee) shall be established by the Board within four weeks of being notified that the incumbent is seeking reappointment. The Review Committee membership shall be as set out in 6.6.1(b). The Review Committee shall determine the extent to which the St. Jerome�s community favours reappointment. To this end the Review Committee shall solicit opinion by requesting each of the full-time faculty holding professorial rank, the regular full- and part-time staff, and the members of the Students� Union Executive to write a signed but confidential letter to the Review Committee indicating approval or disapproval and explaining the reasons for their opinion. The Review Committee shall prepare a confidential report of its findings for the Board and make a recommendation to the Board. Once the Review Committee is established, the report and recommendation should be completed within two months. The Board shall be fully informed by the Chair of the Review Committee as to the nature of the report�s recommendation.
(b) Responsibilities of the Board After reception, review and consideration of the recommendation of the Review Committee, a decision shall be made by the Board. If the Board resolves to reappoint the VP, the Chair of the Board shall inform the incumbent of the decision. The Chair of the Board shall then duly inform the members of the St. Jerome�s University Community and the public of the Board�s decision.
In the event that the Board does not reappoint the incumbent, the Chair of the Board shall, in strictest confidence, so inform the incumbent. The Chair of the Board shall inform the incumbent as to the nature of the objections to his or her reappointment. The Chair of the Board shall duly inform the St. Jerome�s University Community and the public of the decision of the Board to initiate a search for a new VP. If he or she wishes to do so, the incumbent may declare himself or herself an applicant for the Search Committee�s consideration. The Search Committee shall be established following the guidelines in 6.6.1 (b) and (c). Members of the Review Committee shall be eligible to serve on the Search Committee.
6.6.4 Confidentiality
Strict confidentiality is mandatory for both the Search and Review committees. All members of the committees are required to maintain strict confidentiality even after the formal process has concluded.
6.6.5 Communication
Vice-President & Academic Dean�s Search Committee During the search process, the Chair of the Search Committee shall be its official and only spokesperson and shall provide the Board, the members of the St. Jerome�s University Community and the public with regular updates on the progress of the Search Committee�s work.
Vice-President & Academic Dean�s Review Committee The Chair of the Board shall be the official and only spokesperson for the Review Committee. The Chair of the Board shall inform the members of the St. Jerome�s University Community and the public of the decision to either reappoint the VP or to establish a Search Committee.
6.7 Vice-Chancellor (President) and Vice-President (Dean) to be Roman Catholics The Vice-Chancellor (President) of the University and the Vice-President (Dean) of the University shall be Roman Catholics who demonstrate in their public and private lives that they are committed to the objects of the University as set out in section 3 of the Act and in the Mission Statement.
6.8 Chancellor- Term of office The term of office of the Chancellor shall be four years and he or she may be reappointed for one additional term that shall not exceed four years.
6.9 Chancellor- Appointment and Reappointment The process for the election and reelection of the Chancellor shall be the responsibility of the Executive Committee of the Board. If the decision is to reappoint, the Executive Committee shall first determine the willingness of the incumbent to remain in office. In response to such willingness, the Executive Committee will recommend the reappointment to the Board. The search for a new Chancellor will be carried out by the Executive Committee in such manner as the Executive Committee shall determine. The Executive Committee shall recommend a candidate to the Board.
TOPPROTECTION OF BOARD MEMBERS AND OFFICERS
7.1 Limitation of Liability No Board member, officer or employee of the University shall be liable for acts, receipts, neglects or defaults of any other Board member, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the University through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the University, or for the insufficiency or deficiency of any security in or upon which any of the monies of the University shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the University shall be deposited, or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same are occasioned by his or her own willful neglect or default.
7.2 Indemnity Every member of the Board, and every officer and employee of the University or other person who has undertaken or is about to undertake any liability on behalf of the University or any company controlled by it and his or her heirs, executors and administrators and estate and effects, respectively, shall from time to time at all times be indemnified and saved harmless out of the funds or other assets of the University from and against,
(a) all costs, charges and expenses whatsoever that such member, officer, employee or other person sustains and incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, her or it for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him, her or it in or about the execution of the duties of his or her office; and
(b) all other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs of the University, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
The President, the Director of Residence and Facilities, the Comptroller, and all those directly involved by the University in the licensing, sale, and management of facilities licensed for the purpose of the sale and distribution of alcoholic beverages as part of University business are saved harmless from any liability resulting from activities related thereto.
7.3 Member�s Reliance Any member of the Board may rely upon the accuracy of any statement or report prepared by the University�s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
TOPCODE OF CONDUCT and CONFLICT OF INTEREST
8.1 Code of Conduct When acting as a member or officer of the Board the member�s or officer�s duty is owed first and foremost to the University. Conflicts may arise where a member�s or officer�s personal, professional or business interests conflict with that of the University. Conflicts may also arise where the member or officer may be in a position to obtain confidential information that could be used for personal or professional gain or to further an interest contrary to that of the University. Each member and each officer shall therefore maintain independence and objectivity, conduct himself or herself with honesty, good faith, a sense of fairness and personal integrity, avoid actual, perceived or potential conflicts of interest and disclose any possible conflicts of interest to the Board in a timely fashion.
8.2 Conflicts of Interest If a Board member or officer is aware of, or believes that an actual, perceived or potential conflict of interest may exist, the Board member or officer shall immediately disclose the conflict and the nature of the conflict to the Board. Every Board member or officer who is in any way directly or indirectly interested in a proposed contract or a contract with the University or in any other matter that may create a conflict of interest with respect to any fiduciary duty or standard of care owing to the University, shall declare his or her interest at a meeting of the Board. A general notice given to the Board by a member or officer to the effect that he or she is a shareholder of or otherwise interested in any other company, or is a member of a specified firm and is to be regarded as interested in any contract made with such other company or firm, shall be deemed to be a sufficient declaration of interest in relation to a contract so made, but no such notice is effective unless it is given at a meeting of the Board or the member or officer takes reasonable steps to ensure that it is brought up and read at the next meeting of the Board after it is given.
8.3 Abstention from Meetings and Voting Following the disclosure of a conflict of interest the Board member or officer with the declared conflict shall not attend or be involved in any Board discussion that may give rise to the conflict and the Board member with the declared conflict shall abstain from any vote of the Board on the issue.
8.4 Determination of Conflict If a Board member or officer is unsure of whether he or she has a conflict of interest on an issue, he or she may wish to obtain independent legal advice on the matter or he or she may wish to put the matter before the Board for its consideration. If the majority of the Board believes that the Board member or officer has an actual, perceived or potential conflict of interest, the Board shall request that the Board member or officer declare a conflict of interest and guide his or her participation in meetings of members accordingly.
8.5 Confidentiality In carrying out his or her duties and responsibilities, a Board member or officer may come into possession or become aware of sensitive information of a private, confidential or proprietary nature relating to the University. No Board member or officer shall disclose any information of a private, confidential or proprietary nature outside of the University, either during or after their tenure as a Board member or as an officer of the Board.
8.6 Additional Restriction The University shall not knowingly, directly or indirectly, purchase anything from or lend money to any Board member or any officer of the Board, or any persons who are in a non-arms-length relationship with Board members or any officer of the Board.
TOPNOTICES
9.1 Notice Whenever under the provisions of the by-laws, notice is required to be given, unless otherwise provided herein, such notice may be given either personally or by telecopy or depositing same in a post office or a public letterbox, postage prepaid, addressed to the member or officer at such person's address as the same last appears on the books of the University. A notice or other document so sent by post shall be deemed to be given at the time and when the same was so deposited, or if telecopied shall be deemed to be given when the same was transmitted. A declaration by the Secretary or the Chair that any such notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. Any person entitled to receive such notice may waive such notice either before or after the meeting to which such notice refers.
9.2 Computation of Time In computing the date when notice must be given under any
provision requiring a specified number of days� notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
9.3 Omissions and Errors The accidental omission to give any notice to any member, officer or auditor or the non-receipt of any notice by any member, officer or auditor or any error in any notice not affecting the substance thereof of any meeting or any adjourned meeting shall not invalidate such meeting or any action taken at any meeting held pursuant to such notice or otherwise founder thereon.
9.4 Waiver of Notice Any member, officer or auditor may waive any notice required to be given to him or her under any provision of the Corporations Act, R.S.O, 1990, c. 38, the by-laws or otherwise and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
TOPAUDITORS
10.1 Auditors The members of the Board shall at each general meeting, appoint an auditor to audit the accounts of the University and to hold office until the next annual meeting, provided that the members of the Board may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board.
10.2 Audited Financial Statements The annual audited financial statements shall be made available to faculty, staff and students by being posted on the University website and by having a printed copy available for inspection in the library and the Office of the President.
TOPAMENDMENT OF BY-LAWS
11.1 Amendment of By-Laws By-laws of the University may be enacted, and may be repealed or amended by further by-law enacted, by a majority of the members of the Board at a meeting of the Board.
TOPEFFECTIVE DATE
12.1 Effective Date This by-law comes into force when passed by the Board.
PASSED by the members of the Board and sealed with the corporate seal this 25th day of March 2010.
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President
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Secretary
TOP
| St. Jerome's University | Established in 1865 | Co-founder of the University of Waterloo Waterloo, Ontario, Canada | N2L 3G3 | 519 884 8110 |
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