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Queen's University
 

By-laws of the Board of Trustees of Queen's University at Kingston

 

 

 BY-LAW NO. 1

 

 

 

Composition, election and term of the Board of Trustees

(As approved by the Board of Trustees May 2012 and amended May 2013)  


BE IT ENACTED as a by-law of the University as follows:

 

Definitions

The following definitions are meant to capture an individual’s primary relationship with Queen’s University and are used to determine who is eligible to nominate, to vote for or to stand as a nominee for a vacancy on the Board of Trustees. In circumstances where a nominee appears to fall into more than one category, the Governance and Nominating Committee of the Board shall make the final determination about eligibility.

 

Faculty - In this By-Law, “faculty” means individuals who are members of the QUFA bargaining unit as defined from time to time and all other faculty with academic rank of assistant professor or above.

 

Staff - In this By-Law, “staff” means individuals employed at Queen’s University for more than 14  hours a week in any capacity and who are not faculty or students at Queen’s University.

 

Student - In this By-Law, “student” means individuals who are, or who are eligible to be, members either of the Alma Mater Society (AMS) or of the Society of Graduate and Professional Students (SGPS) at Queen’s University and who are not faculty or staff.

Board of Trustees
  1. A Board of Trustees shall supervise the management of the activities and affairs of the University in accordance with the provisions of the Royal Charter, 1841, as amended.

  2. The Board of Trustees shall be comprised of not more than twenty-five trustees (inclusive of the ex officio positions of Principal, Chancellor and Rector) two of whom shall be elected by the students (AMS and SGPS Trustees), two of whom shall be elected by the staff (Staff Trustees), two of whom shall be elected by the faculty (Faculty Trustees), six of whom shall be elected or appointed by the University Council (University Council Trustees) and up to ten of whom shall be appointed by the Board of Trustees (Board Trustees).

  3. Trustees shall be elected, or appointed, in accordance with the provisions of this By-Law, who shall be fiduciaries of the University, acting in the best interests of the University, as a whole, and not as representatives of any one constituency.
Election of Trustees by the Faculty 

4. 

  1. The faculty shall elect a member of the Board of Trustees from the faculty (“Faculty Trustee”) every two years (for a total of two Faculty Trustees) in accordance with the following provisions.
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  3. Prior to the election, each member of the faculty shall have the right to nominate one nominee for each faculty vacancy on the Board of Trustees. Faculty members on the executive of the Queen’s University Faculty Association (QUFA) or serving as members of Senate will be eligible for nomination and election, subject to subsection 12 below. No nominee will be considered eligible unless nominated by at least five faculty members. Nominations shall be invited by the University Secretary according to a process developed and publicized by the University Secretary. In order to be valid, nominations shall be in writing and signed by the faculty member or submitted on-line when this option is available, and must be received on or before the date specified by the University Secretary.

  4. The nominations that have been received on or before the date announced for the close of nominations shall be verified and tabulated under the supervision of the University Secretary on the next working day.

  5. The University Secretary shall immediately notify the eligible nominees. Any nominee may, on or before the date specified, inform the University Secretary in writing of his or her desire to withdraw his or her name as a nominee. If, on the date specified, there is only one nominee, that nominee shall be declared elected by acclamation. If there is more than one nominee, the names of those nominees shall be announced and an election will be held on a date and in a manner to be specified by the University Secretary. If there are no nominees, future nominations and a subsequent election will take place on a date to be determined by the University Secretary.

  6. The election of the Faculty Trustee shall be conducted in a manner and on a date determined by the University Secretary. A faculty member shall vote for only one nominee for each vacancy.

  7. In order to be valid, ballots shall be completed and returned on or before the date specified. The ballots shall be verified and tabulated under the supervision of the University Secretary on the next working day. A tie shall be broken by lot.

  8. The University Secretary shall immediately notify the successful nominee and publish the election results specifying the date upon which the elected faculty member will take office.

  9. Any vacancy in the position of Faculty Trustee caused by death, incapacity, resignation, removal from office, assumption of a position on the (QUFA) Executive or the Senate, or cessation of employment, shall be filled at the next election by the faculty in accordance with the provisions set out in section 4, provided such election occurs within six months from the date of vacancy. Otherwise, the University Secretary shall announce a separate call for nominations for the vacant position and an election shall take place on a date specified and publicized and the procedures for nomination and election shall be in accordance with the provisions of subsections 4(1) through (6). Any Faculty Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will not count as a term for the purposes of subsection 4(9).

  10. Faculty Trustees shall serve for terms of up to three years commencing on June 1 following the acclamation or election, and shall retire from office on May 31. A Faculty Trustee shall be eligible for re-election to the Board of Trustees provided he or she is still a faculty member and has not served on the Board of Trustees for three consecutive terms, unless the Faculty Trustee served as Chair or Vice-Chair during that period, in which case he or she is entitled to be re-elected for a further term.
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  12. Subject to subsection 4(9) the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

  13. After a break of at least one year, a faculty member whose eligibility for re-election expired per subsection 4(10) and is otherwise qualified is eligible to be re-elected to the Board of Trustees.

  14. Faculty members on the executive of QUFA or serving as members of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of the Queen’s University Faculty Association or on the Senate.
Election of Trustees by the Staff

5. 

  1. The staff shall elect a member of the Board of Trustees from the staff (“Staff Trustee”) every two years (for a total of two Staff Trustees) in accordance with the following provisions.

  2. Prior to the election, each member of the staff shall have the right to nominate one nominee for each staff vacancy on the Board of Trustees. Staff members on the executive of an association or union representing Queen’s staff or serving as members of the Senate will be eligible for nomination and election, subject to subsection 5(12) below. No nominee will be considered eligible unless nominated by at least five staff members. Nominations shall be invited by the University Secretary according to a process developed and publicized by the University Secretary. In order to be valid, nominations shall be in writing and signed by the staff member or submitted on-line when this option is available, and must be received on or before a date specified by the University Secretary.

  3. The nominations that have been received on or before the close of nominations shall be verified and tabulated under the supervision of the University Secretary on the next working day.

  4. The University Secretary shall immediately notify the eligible nominees. Any nominee may, on or before the date specified, inform the University Secretary in writing of his or her desire to withdraw his or her name as nominee. If, on the date specified, there is only one valid nomination, that nominee shall be declared elected by acclamation. If there is more than one nominee, the names of the nominees shall be announced and an election will be held. If there are no nominees, future nominations and an election will take place at a time to be determined by the University Secretary.

  5. The election of the Staff Trustee shall be conducted in a manner and on a date determined by the University Secretary. A staff member shall vote for only one nominee for each vacancy.

  6. In order to be valid, ballots shall be completed and returned on or before the date specified. The ballots shall be verified and tabulated under the supervision of the University Secretary on the next working day. A tie shall be broken by lot.
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  8. The University Secretary shall immediately notify the successful nominee and publish the election results specifying the date upon which the elected staff member will take office.

  9. Any vacancy in the position of Staff Trustee caused by death, incapacity, resignation, removal from office, assumption of a position on the Executive of an association or a union representing Queen’s staff or serving as a member of the Senate, or cessation of employment, shall be filled at the next election by the staff in accordance with the provisions set out in this section 5, provided such election can occur within six months from the date of the vacancy. Otherwise, the University Secretary shall announce a separate call for nominations for the vacant position and an election shall take place on a date and in a manner specified and publicized by the Secretary. Any Staff Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated, and that period will not count as a term for the purposes of subsection 5(9).

  10. Staff Trustees shall serve terms of up to three years commencing on June 1 following the election, and shall retire on May 31. Staff Trustees shall be eligible for re-election to the Board of Trustees provided they are still members of the staff and have not served on the Board of Trustees for three consecutive terms, unless he or she served as Chair or Vice-Chair of the Board during that period, in which case he or she may then be re-elected for one further term.

  11. Subject to subsection 5(9) the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

  12. After a break of at least one year, a staff member whose eligibility for re-election expired per subsection 5(10) and is otherwise qualified is eligible to be re-elected to the Board of Trustees.

  13. Staff members on the executive of an association or union representing Queen’s staff or serving as members of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of an association or union representing Queen’s staff or on the Senate.
Election of the Trustee by the Members of the Society of Graduate and Professional Students of the University

6. 

  1. The SGPS shall elect one member of the Board of Trustees from the membership of the SGPS (“SGPS Trustee”) for a term of up to two years through a process that is in accordance with the provisions of the SGPS by-laws. A student who is a member of the executive of the SGPS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate, will be eligible for nomination and election, subject to subsection 6(6).

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  3. The President of the SGPS shall report the election result to the University Secretary.

  4. When a vacancy in the position of the SGPS Trustee has occurred or is imminent, due to death, incapacity, resignation, removal from office, assumption of a position on the SGPS Executive, or change in student status, the President will invite nominations for the position of SGPS Trustee and an election will take place in accordance with SGPS by-laws. An SGPS Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will count as a term for the purposes of subsection 6(5).

  5. The SGPS Trustee shall serve for up to two years commencing on June 1 following the election, and shall retire from office on May 31. The SGPS Trustee so elected shall hold office only while registered as a graduate or professional student and member of the SGPS, and shall be considered to have resigned from office upon withdrawal or graduation from the University.

  6. The SGPS Trustee shall be eligible for re-election to the Board of Trustees, provided he or she is registered as a graduate or professional student and member of the SGPS and has not served on the Board of Trustees for three consecutive terms.

  7. Students who are members of the executive of the SGPS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of the SGPS, or the executive of a union representing Queen’s employees or on the Senate.
Election of the Trustee by the Members of the Alma Mater Society

7. 

  1. The AMS shall elect one member of the AMS to the Board of Trustees (“AMS Trustee”) for up to two years through a process that is in accordance with the AMS by-laws. A student who is a member of the executive of the AMS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate, will be eligible for nomination and election, subject to subsection 7(6).

  2. The President of the AMS shall report the election result to the University Secretary.

  3. When a vacancy in the position of AMS Trustee has occurred or is imminent, due to death, incapacity, resignation or removal from office, assumption of a position on the AMS Executive, or change in student status, the University Secretary shall immediately notify the AMS President. The President will then invite nominations for the position of Trustee and an election to fill the vacancy will take place in accordance with AMS by-laws. An AMS Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will count as a term for the purposes of subsection 7(5).

  4. The AMS Trustee shall serve for up to two years commencing on June 1 following the election, and shall retire from office on May 31. The AMS Trustee shall hold office only while registered as an undergraduate student and as a member of the AMS, and shall be considered to have resigned from office upon withdrawal or graduation from the University.
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  6. The AMS Trustee shall be eligible for re-election to the Board of Trustees provided he or she is a registered student and member of the AMS and has not served on the Board of Trustees for three consecutive terms.

  7. Students who are members of the executive of the AMS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of the AMS, or the executive of a union representing Queen’s employees or on the Senate.
University Council Trustees

8. 

  1. University Council shall elect two “University Council Trustees” to the Board of Trustees every year for a total of six University Council Trustees in accordance with University Council by-laws. The University Council Trustees shall serve for a term of up to three years.

  2. Current faculty, staff or students of Queen’s University are not eligible to be elected to the Board of Trustees as a University Council Trustee.

  3. When a vacancy in the position of University Council Trustee occurs due to death, incapacity, resignation or removal from office, the vacancy shall be filled in accordance with University Council by-laws. A University Council Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will not count as a term for the purposes of subsection 8(5).

  4. The University Council Trustees shall serve up to three-year terms commencing on June 1 following the election and shall retire from office on May 31. A University Council Trustee is eligible for re-election to the Board of Trustees, provided he or she has not served on the Board of Trustees for three consecutive terms and he or she continues to meet the eligibility provisions set out by University Council, unless that person is Chair or Vice-Chair of the Board, in which case, he or she may be re-elected for one further term not exceeding three years.

  5. Subject to subsection 8(4), the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

  6. After a break of at least one year, a University Council Trustee whose eligibility for re-election has expired per subsection 8(5) is eligible to be re-elected by the University Council if he or she continues to meet the eligibility provisions set out by University Council.
Board of Trustees

9. 

  1. The Board of Trustees shall appoint “Board Trustees” from time to time on the recommendation of the Governance and Nominating Committee, for a total of not more than ten trustees, each for up to a three-year term.
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  3. Current faculty, staff or students of Queen’s University are not eligible to be appointed as Board Trustees.

  4. Any vacancy in the position of Board Trustee caused by death, incapacity, resignation or removal from office shall be filled by the Board of Trustees on the recommendation of the Governance and Nominating Committee. A Board Trustee so appointed shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period shall not count as a term for the purposes of subsection 9(4).

  5. Board Trustees shall serve terms of up to three years commencing on June 1, and shall retire on May 31. A Board Trustee shall be eligible for re-election to the Board of Trustees provided he or she has not served on the Board of Trustees for three consecutive terms, unless that person is Chair or Vice-Chair of the Board. If Vice Chair, he or she may be re-elected for one further term not exceeding three years and, if Chair, he or she may be re-elected for such further terms or partial terms, not exceeding three years each, as are necessary to complete the duration of his or her term of appointment as Chair.

  6. Subject to subsection 9(4) above, the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

  7. After a break of at least one year, a former Board Trustee whose eligibility for re-election has expired per subsection 9(5) is eligible to be re-appointed to the Board of Trustees.
Qualifications of Trustees 

10.

The following persons are disqualified from serving as trustees:

  1. a person who is less than 18 years of age;
  2. a person who has been declared incapable by a court in Canada or in another country;
  3. a person who has the status of a bankrupt;
  4. a person who has been convicted of a criminal offence;
  5. a person who is an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time.
 

The office of trustee shall be automatically vacated: 

 

  1. if the trustee is declared incapable by a court in Canada or in another country;
  2. if the trustee is declared bankrupt;
  3. if the trustee is convicted of a criminal offence;
  4. if, at a special meeting of trustees, a resolution is passed by two-thirds of the votes cast in favour of the removal of the trustee; 
  5. if a trustee has resigned his or her office by delivering a written resignation to the Secretary;
  6. on death;
  7. if the trustee becomes an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time.

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  1. The trustees shall serve without remuneration and no trustee shall directly or indirectly receive any profit from his or her position, provided that a trustee may be paid reasonable expenses incurred in the performance of his or her duties.  Nothing herein contained shall be construed to preclude any trustee from serving Queen’s University as an officer or in any other capacity and receiving compensation therefor.
 Chair of the Board
  1. The Board shall appoint a Chairperson (“Chair”) from among the Board Trustees or the University Council Trustees to serve for a term of up to five years. 
 
  1. The Board of Trustees shall, annually, confirm the said appointment of the Chair.   Royal Charter of 1841.
 
  1. Not less than twelve months prior to the end of the term of the current Chair, the Governance and Nominating Committee shall strike a selection committee to appoint the next Chair of the Board.  That committee shall be chaired by the Chancellor and shall conduct its work in accordance with Terms of Reference as approved by the Governance and Nominating Committee from time to time.
 
  1. In addition to meeting his or her obligations as a trustee the Chair, with direction from the Board, represents the Board and its interests in dealing with government, the Principal, stakeholders and the community. The Chair is responsible for providing leadership for the Board and for effectively facilitating the work of the Board.  The Board Chair:  

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  1. Acts in the best interest of the institution;
  2. Plans and manages Board meetings;
  3. Ensures that the Board, and its committees, have opportunities to meet independent of management;
  4. Administers the Code of Conduct and ensures that conflict of interest matters are addressed by the Board;
  5. Leads the Board in governing the institution, ensuring that the appropriate Board processes are in place, the distinction between board and administration is understood, relations with government are maintained, and that the University adheres to its mandate;
  6. Presides over and provides effective leadership of Board meetings in ways that focus on the broader governance task of policy-making and advance the University’s annual and longer-term objectives;
  7. Sits as an ex-officio member of all Board committees;
  8. Represents the Board at official functions sponsored by the Board, and at all functions at which the Board is to be formally represented, except as the Board Chair may designate otherwise;
  9. Acts as the primary liaison between the Board and the Principal, including the provision of coaching, counselling and feedback. Works closely with the Principal to ensure that strategies, plans and accountabilities are appropriately presented to the Board;
  10. Oversees the annual evaluation of the Principal and ensures retention of all records pertaining to his or her contract and performance;
  11. Together with the Principal and Board Secretary is responsible for setting of the agenda for Board meetings;
  12. Ensures effective, ongoing relationships and communications between the Board and the Principal and among Board members concerning matters  affecting the University and the functioning of the Board;
  13. Maintains effective relationships with Board members;
  14. Is the official signatory on behalf of the Board;
  15. Is the Chair of the Human Resources Committee; and,
  16. Is the only spokesperson for the Board.

Wherever the term “Chair” is used above it shall mean “Vice-Chair” and “Acting Chair” where the Board Chair is absent or unable to act.

Vice-Chairs of the Board
  1. The Board may appoint up to six Vice-Chairpersons (“Vice-Chairs”) from among the Board Trustees or the University Council Trustees to serve for a term that does not exceed the current Board term of each trustee so appointed. 
 
  1. The Board of Trustees shall, annually, confirm the appointments of the Vice-Chairs. 
 
  1. The Board of Trustees shall appoint Vice-Chairs on the advice of the Board Chair and on the recommendation of the Governance and Nominating Committee.
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  1. In addition to meeting his or her obligations as a trustee, the Vice-Chair shall carry out all responsibilities of the Board Chair as required and outlined in Section 16. 
 
  1. In the event that the Board Chair and all Vice-Chairs are absent or unable to act, the Board Chair or the Board may appoint another trustee to serve as the “Acting Chair”. An Acting Chair, in addition to obligations as a trustee, shall act with the powers normally exercised by the Board Chair. 
Chair and Trustees Emeriti

22.

  1. On the recommendation of the Governance and Nominating Committee, the Board of Trustees may confer the honorary title of trustee emeritus/a upon a former trustee who has provided exemplary service to the Board and to the University.

  2. On the recommendation of the Governance and Nominating Committee, the Board of Trustees may confer the honorary title of chair emeritus/a upon a former Board Chair who has provided exemplary service to the Board as Board Chair and to the University.

  3. The Governance and Nominating Committee shall establish criteria for making recommendations regarding the conferral of the honorary titles of trustee emeritus/a and chair emeritus/a.

  4. Conferrals of honorary titles under this section shall normally be for the life of the trustee or chair, as the case may be.

  5. Trustees and chairs emeriti shall be entitled to receive only open session materials related to meetings of the Board of Trustees. Trustees and chairs emeriti shall not be members of the Board, and shall not have the right to attend or vote at meetings (beyond the right of any member of the community to request attendance at an open session), nor have their attendance counted in determining quorum for Board meetings.

  6. Trustees and chairs emeriti shall be eligible for appointment to committees of the Board of Trustees (in the same way as non-trustee committee members) as well as to represent the Board on other bodies. When appointed to a committee of the Board of Trustees or another body, trustees emeriti and chairs emeriti shall be full members of the committee or body, as the case may be, with both voice and vote, and their presence shall be considered in determining whether a quorum is present.
 Amendment of By-law
  1. Amendments to, or repeal or replacement of, this By-law may be considered at any regular or special Meeting of the Board. Proposed amendments or replacement provisions shall be provided with the meeting agenda. Such amendment, repeal or replacement shall be voted upon by the members present at the meeting, and must receive at least two-thirds of the votes cast in order to be carried.
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 Transition
  1. The persons who, immediately before the coming into force of this By-law, were elected or appointed members of the Board of Trustees continue to hold office for the remainder of the terms for which they were so elected or appointed but shall be subject to the maximum length of consecutive years’ service as provided for in this By-law. 
 
  1. The persons who, immediately before the coming into force of this By-law, were duly elected or appointed to serve for a term on the Board of Trustees, but who will not assume office until after the coming into force of this By-law, shall be entitled to hold office thereafter for the terms for which they were so elected or appointed but shall be subject to the maximum length of consecutive years’ service as provided for in this By-law.

  

 

BY-LAW NO. 2

 

Committees of the Board of Trustees

(As approved by the Board of Trustees May 2013)  


BE IT ENACTED as a by-law of the University as follows:

 General
  1. The Board of Trustees may from time to time appoint such standing or special purpose committees as it considers desirable. Such committees may be appointed for such purposes as the Board considers appropriate. The Board may delegate to any such committee any of the powers of the Board. 
 Ex Officio Membership
  1. The Chair of the Board, the Principal, the Chancellor and the Rector shall be ex officio members of all committees of the Board unless otherwise provided by the Board in any particular case and, in such cases, shall have the right to vote in common with all appointed members unless otherwise specified
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 Procedure
  1. Subject to the provisions of this By-law and to any restrictions imposed by the Board, each committee of the Board shall have the power to regulate its procedures. A majority of the membership of every committee shall constitute a quorum.

  2. At all meetings of a committee every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the Chair of the meeting shall be entitled to a second or casting vote.

  3. The committee shall keep records of its meetings in which shall be recorded all actions taken by it.

  4. A resolution signed by all members of a committee shall have the same force and effect as if passed at a regularly constituted meeting.

  5. The Chair of the committee shall preside at meetings and, in his/her absence, the Vice-Chair of the committee shall preside. If both the Chair and Vice-Chair of the committee are absent, the members present shall appoint one of their number Acting Chair to preside at the meeting.
 Reporting
  1.  Committees of the Board shall report regularly to the Board on their activities and deliberations.
 Appointments
  1. Any Trustee who is a member of a committee shall,ipso facto, cease to be a member of the committee upon ceasing to be a member of the Board unless expressly appointed thereafter and any member may be removed from a committee at any time by the Board.

  2. If and when a vacancy exists on a committee, the remaining members thereof may exercise all the powers of that committee so long as a quorum remains in office.
 Meetings
  1. Meetings of committees shall be held at such location, at such time and on such day as the Chair of the committee or, in the absence of the Chair, a Vice-Chair of the committee may determine.

  2. Notice of meetings shall be given to each member not less than 48 hours before the time when the meeting is to be held provided that the accidental omission to give notice to any member, or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings of the meeting.
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  4. Meetings of committees shall be closed and attendance shall be restricted to the members thereof, guests invited by the Chair of the committee, senior administrators attached to the committee and the individuals whose support those administrators require for the meeting, and the secretary.

  5. All committee agendas shall make provision for an in camera session where the members will meet alone, without any guests, administrators or secretarial support. No actions are to take place during the in camera session and no minutes of that portion of the proceedings will be recorded.
Committee Chairs and Vice-Chairs
  1. The Board shall appoint a Chair for every committee and may appoint one or more Vice-Chairs as the Board considers appropriate.

  2. In addition to meeting his/her obligations as a trustee, if applicable, the Committee Chair shall provide effective leadership to the Committee so as to fulfil its duties as outlined in its mandate. The Committee Chair shall:

 

  1. Apply the Board’s bylaws as they relate to the committee;
  2. Conduct committee work in accordance with the committee’s mandate as approved by the Board. Ensure the committee reviews its mandate on an annual basis and reports any findings and recommendations to the Board;
  3. Call meetings and set or approve committee meeting agendas in consultation with the Board Chair, Board Secretary and Principal;
  4. Preside over all committee meetings, ensuring they are conducted in an efficient, effective and focused manner;
  5. Establish rules of procedure to be followed at each committee meeting;
  6. Conduct an annual self-assessment of the performance of the committee against its terms of reference;
  7. Foster responsible decision-making by the committee and its individual members;
  8. Ensure committee members have the appropriate skills and knowledge to effectively carry out their duties and responsibilities. Ensure that all new committee members receive an orientation to the committee;
  9. Report to the Board on a regular basis on the committee’s activities, approvals and recommendations;
  10. Ensure appropriate records and minutes of committee meetings are kept; and
  11. Carry out any other duties and responsibilities assigned by the Board, the Board Chair or delegated by the committee.
Membership 
  1. Unless specifically provided otherwise in the mandate of a committee, there shall be no limit on the number of individuals who may be appointed to a committee. The Board may appoint to committees such individuals as are desirable (including, without limitation, in appropriate circumstances persons who are not members of the Board) provided that the majority of the membership of committees shall normally be comprised of Trustees.
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  3. Appointments to committees shall be made by the Board of Trustees on the recommendation of the Governance and Nominating Committee generally for terms of three years with one-third, as near as may be, completing their terms on May 31 each year, but eligible for re-appointment to a maximum of nine consecutive years of service provided that the period of service completed by a Trustee appointed to serve a broken term of office shall be disregarded in computing the length of service on a committee. After a break of at least one year, a former committee member whose eligibility for appointment has expired pursuant to the foregoing paragraph is eligible to be re-appointed to the committee for a further maximum of nine consecutive years of service.
Subcommittees 
  1. Standing Committees of the Board may create such subcommittees, taskforces and working groups as, in their view, are desirable, with such membership and mandates as they may specify, provided that no such bodies shall exist for longer than two years without being submitted to the Governance and Nominating Committee for review and further provided that the mandates of these bodies shall not exceed the mandate of the standing committee.
Application 
  1. This By-law shall be of general application to all standing and special purpose committees of the Board of Trustees. Where provisions within the mandates of committees conflict with the provisions of this By-law, the provisions within the mandates shall prevail.
Standing Committees 
  1. The following are the standing committees of the Board of Trustees, with the mandates as contained in the respective schedules as referenced:
Audit and Risk Committee Schedule A (PDF*, 68 KB)
Capital Assets and Finance Committee Schedule B (PDF*, 58 KB)
External Relations and Development Committee Schedule C (PDF*, 64 KB)
Governance and Nominating Committee Schedule D (PDF*, 62 KB)
Human Resources Committee Schedule E (PDF*, 62 KB) 
Investment Committee Schedule F (PDF*, 61 KB)
Pension Committee Schedule G (PDF*, 65 KB)

 

  1. The Queen’s University Planning Committee is a Joint Board and Senate Standing Committee with the mandate as contained in Schedule H (PDF*, 125 KB).
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Amendment of By-law 
  1. Amendments to, or repeal or replacement of, this By-law may be considered at any regular or special Meeting of the Board. Proposed amendments or replacement provisions shall be provided with the meeting agenda. Such amendment, repeal or replacement shall be voted upon by the members present at the meeting, and must receive at least two-thirds of the votes cast in order to be carried.

 


 

 

 

BY-LAW NO. 3

Meeting Procedures of the Board of Trustees

(As approved by the Board of Trustees March 2012 and amended May 2013)  


BE IT ENACTED as a by-law of the University as follows:

 

Regular Meetings
  1. Regular meetings of the Board of Trustees shall be held at least quarterly. Notice of the time and place shall be given at least two weeks in advance and the agenda one week in advance sent electronically to all members. Regular meeting dates shall be published for the information of Trustees for the next three years.
Special Meetings 
  1. Special meetings of the Board of Trustees may be called by the Chair of the Board. Notice and agenda of special meetings shall be given at least 48 hours in advance. The accidental omission to give notice to any member or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings of any meeting.
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Attendance of Members 
  1. Attendance of members at regular or special meetings shall be in person or by means of telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously. A Trustee participating in such a meeting by such means is deemed to be present at that meeting.
Open Session 
  1. Regular meetings of the Board of Trustees shall be open to attendance by the public, subject to the limitations of space and except during those portions designated as closed or in camera sessions for consideration of confidential business, including, but not limited to, matters concerning personnel, finance, acquisition or disposal of property and other matters, the disclosure of which might be prejudicial to an individual or not in the best interest of the University.
Closed Session 
  1. The Chair of the Board or, in his or her absence, the presiding Vice-Chair, in consultation with the Principal and the Secretary of the Board, will designate those items on the agenda that will be considered in closed and in camera sessions. The Chair of the Board may at any time during a meeting, declare the meeting, or any part thereof, a closed session so long as the business of the closed session is considered confidential pursuant to section 4. The Chair of the Board will designate which administrators and guests may remain for the closed session provided that the Principal, as a trustee, and the Secretary of the Board shall always remain. Persons who participate telephonically during closed sessions of meetings taking place in person shall verbally confirm that they are alone in a secure location where the conversation cannot be heard by others. The Board may make decisions during the closed sessions.
In Camera Session 
  1. The Chair of the Board may at any time during a meeting, declare the meeting, or any part thereof, an in camera meeting. The Chair of the Board will designate which administrators, including the Principal, and guests, if any, may remain for the in camera session. Persons who participate telephonically during in camera sessions of meetings taking place in person shall verbally confirm that they are alone in a secure location where the conversation cannot be heard by others. The Board may not make decisions during in camera sessions unless:

 

  1. The Principal is available to participate in the meeting or the decision is in respect of the Principal him or herself; and

  2. The Secretary of the Board is present to record actions, or the Board appoints one of its own number to act as Secretary pro tem, who shall record the actions of the Board and provide a record of same to the Secretary for safekeeping.
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Members of Board Committees 
  1. Members of Board Committees, who are not Trustees or observers, may be given speaking privileges at open session meetings of the Board at which the business of the Committee is on the agenda and the Board Chair shall be empowered to place a time limit on such privileges.
Guests 
  1. The Chair or the Principal may invite to a particular meeting of the Board persons whose presence would be useful to the deliberation and may invite such persons to speak.

  2. Members of Board Committees who are invited by the Principal or the Chair may, at the discretion of the Chair, attend that portion of a closed session meeting of the Board which relates to their particular subject.
Voting Rights 
  1. Subject to section 11 of this By-law, Trustees must be present at a meeting to exercise their vote.  Proxy votes are not allowed.
  2. Ex Officio members of the Board have voting privileges at all meetings of the Board of Trustees and Committees of which they are members.
  3. The Chair of any meeting of the Board of Trustees shall have a deliberative vote and also a casting vote in case of equality of votes. S.C., 1912, c. 138, s. 13. 
Electronic Voting 

    11.

    1. The Chair of the Board or, in his or her absence, the presiding Vice-Chair, in consultation with the Principal and the Secretary of the Board, may designate matters which may be decided by email vote of the members where,
    1. a decision of a matter is required before the next regularly scheduled meeting of the Board of Trustees; and
    2. items in question,  in the view of the Chair of the Board or, in his or her absence, the presiding Vice-Chair, are not controversial and do not require extensive background and explanation; and
    3. it would be impractical, in the view of the Chair or, in his or her absence, the presiding Vice-Chair, to schedule a special meeting of the Board.
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    1. The Chair of the Board or, in his or her absence, the presiding Vice-Chair, may initiate the email voting process by sending a proposed resolution to the other Trustees. Once another Trustee seconds the motion, the Secretary shall announce a discussion period on the proposal. The discussion period will normally be one week but the Chair of the Board or, in his or her absence, the presiding Vice-Chair, may select a longer or shorter time as needed and may extend the discussion period if appropriate. During the discussion period, Trustees may propose amendments or substitute motions, and the Board may vote on those motions, just as they could during a normal Board meeting. At the end of the discussion period, Board members will vote on the final motion. The Secretary will record all votes and will inform the Trustees of all email voting decisions.

    2. Decisions of the Board by email shall be placed before the next regular meeting of the Board for ratification and, unless there is a procedural or other defect so significant that it would invalidate the decision, as determined by a two-thirds majority of the members present, the Board shall so ratify the decision, which shall be recorded in the minutes of that meeting.
    Delegations 
    1. A member of the public may request an appearance before the Board for the presentation of a statement. The request will be considered by the Chair, who shall be empowered to place a time limit on a delegation, if the request and a summary of the statement are submitted to the Secretary of the Board at least three working days prior to the date set for a Board meeting. All submissions shall be made by email to trustees@queensu.ca.
    Attendance of the Public 
    1. Admission for members of the public, faculty, students and staff who are not Trustees or have not been invited to participate in the meeting, shall be by non-transferable tickets issued by the University Secretariat on a first-come, first-served basis from Monday at 9:00 a.m. to Friday at 9:30 a.m. in the week of the Board meeting. If it appears to the Secretary that the demand for tickets for a particular meeting will be greatly in excess of the supply, a lottery system may be instituted for that meeting. Application for admission as a visitor shall be made by email to trustees@queensu.ca, as described in this section.
    Decorum 
    1. All participants shall maintain the decorum prescribed for parliamentary galleries. No person shall bring a camera or a recording device into a Board meeting. In the event of a disturbance, the Chair may eject persons from the meeting or adjourn the meeting.
    Communications 
    1. The Chair of the Board shall be the only spokesperson for the Board.
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    Minutes 
    1. Minutes of all meetings of the Board shall be made by the Secretary. That portion of minutes relating to business dealt with by the Board in closed session shall appear as a separate section of the minutes and be made available only to Trustees, unless otherwise ordered by the Chair. Material considered in closed sessions shall remain confidential to Trustees. Appointment decisions approved by the Board of Trustees in closed session shall be reported in the regular minutes when they are published. Generally, no record of in camera sessions shall be kept.
    Quorum 
    1. Quorum of the Board of Trustees shall be 50 per cent plus one of the members. Vacant positions on the Board shall not be counted for the purposes of quorum.
    Voting 
    1. Votes on decisions shall be carried by a majority of the votes cast except in situations where a two-thirds majority of votes cast is deemed necessary by regulation or by agreement.
    Notices 

    19.

    1.  A notice or other document required by any by-law or resolution of the Board of Trustees to be sent or provided to a Trustee or a member of a committee of the Board may be delivered to the email address last provided to the Secretary of the University.

    2. A notice or other document sent in accordance with subsection (1) to a Trustee or a member of a committee of the Board is deemed to be received immediately following delivery unless there are reasonable grounds for believing that the Trustee or a member of a committee of the Board did not receive the notice or document at that time or at all.

    3. If on two consecutive occasions a notice or other document sent to a Trustee or a member of a committee of the Board in accordance with subsection (1) is returned as undeliverable, the Secretary is not required to send any further notices or documents to the individual until the individual informs the Secretary, in writing, of the individual’s new email address.
    Code of Conduct 
    1. The Board of Trustees Code of Conduct applies to members of the Board of Trustees, members of Board Committees, including non-Trustees, Senate appointees, external experts and others appointed by the Board of Trustees, and officers of the University and other persons authorized to attend meetings of the Board or its Committees.
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    Amendment of By-law 
    1. Amendments to, or repeal or replacement of, this By-law may be considered at any regular or special Meeting of the Board. Proposed amendments or replacement provisions shall be provided with the meeting agenda. Such amendment, repeal or replacement shall be voted upon by the members present at the meeting, and must receive at least two-thirds of the votes cast in order to be carried.

      
     
     

     

    BY-LAW NO. 4

     

    Signing Authorities

    (As approved by the Board of Trustees May 2013)  


    BE IT ENACTED as a by-law of the University as follows:

    Authority to Sign Cheques 
    1. All cheques, drafts, promissory notes and orders for payment of money drawn on any Bank account operated in the name of Queen’s University at Kingston, shall be signed in accordance with the following:
    1. In the case of cheques not exceeding twenty-five thousand dollars ($25,000) any one of: The Chair of the Board, a Vice-Chair of the Board, the Principal, a Vice-Principal, the Secretary of the University, an Associate Vice-Principal, the Treasurer, theDirector of Institutional Research and Planning, the Controller, the Manager, Director or Assistant Director, Financial Services; and,
    2. In the case of cheques exceeding twenty-five thousand dollars ($25,000), any two of the individuals referenced in subsection 1(a) above.
    1. The Associate Vice Principal, (Finance) of the University or, in the Associate Vice Principal’s absence, the Treasurer shall inform the banks or trust companies concerned of the names of those persons who are holders, from time to time, of the positions authorized as signing officers in the preceding sections.
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    Signing Authority on Investment Related Transactions 

    Authority to Direct Payment from the Pension Fund


    1. Payments from the Pension Fund may be authorized in accordance with the following:
    1. For payments of less than $250,000, by any two of the following officers: Director, Investment Services, Associate Director, Investment Services, Director, Compensation, Director, Pensions and Insurance.

    2. For payments of any amount, by any one of the officers listed in subsection 3(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).

    Authority to Transfer Funds among Pension Fund Investment Managers and Within Trustee/Custodian Accounts


    1. The transfer of funds among Pension Fund investment managers and within Trustee/Custodian accounts may be directed in accordance with the following:
    1. For amounts of less than $1,000,000, by two of the following officers: Director, Investment Services, Associate Director, Investment Services or; any one of the aforementioned officers jointly with one of the following officers: Director, Compensation or Director, Pension and Insurance; and,

    2. For any transaction amounts, by any one of the officers listed in subsection 4(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration) Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).

    Authority to Direct Payment from the Pooled Endowment Fund and the Pooled Investment Fund


    1. Payments from the Queen’s University Pooled Endowment Fund and the Queen’s University Pooled Investment Fund may be directed in accordance with the following:
    1. For payments of less than $250,000, by any two of the following officers: Director, Investment Services, Associate Director, Investment Services; and,
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    3. For payments of any amount, by any one of the officers listed in subsection 5(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).

    Authority to Transfer Funds among Pooled Endowment Fund and Pooled Investment Fund Investment Managers and Within Trustee/Custodian Accounts


    1. The transfer of funds among Pooled Endowment Fund and Pooled Investment Fund Investment Managers and within Trustee/Custodian accounts may be directed in accordance with the following:
    1. For amounts of less than $1,000,000, by any two of the following officers: Director, Investment Services, Associate Director, Investment Services; and,

    2. For any transaction amounts, by any one of the officers listed in subsection 6(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).

    Authority to Direct Investment of University Cash Surpluses


    1. Investment transactions of university cash surpluses may be directed in accordance with the following:
    1. For amounts of less than $1,000,000, by any two of the following officers: Director, Investment Services, Associate Director, Investment Services, any Financial Services Manager, Assistant Director, or Director; and,

    2. For any transaction amounts, by any one of the officers listed in subsection 7(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).

    Authority regarding Gifted Securities


    1. Queen’s University may accept charitable gifts of stock options or other financial securities in accordance with the Policy on Gifting of Securities, and shall dispose of these securities as directed in the policy.

    2. The following officers are authorized to transfer, endorse, buy, sell, assign and set over and deliver any gifted securities, now or hereafter standing in the name of or owned by Queen’s University and to make, execute and deliver any and all written instruments necessary or proper to effectuate the authority hereby conferred:
    1. For amounts of less than $1,000,000, by any two of the following officers: Director, Investment Services, Associate Director, Investment Services; and,

    2. For any transaction amounts, by any one of the officers listed in subsection 9(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).
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    Authority regarding other investment transactions outside of the Queen’s Pension Fund, Queen’s Short-Term Fund, Queen’s Pooled Endowment Fund and Queen’s Pooled Investment Fund

     

    1. Where there is a requirement to initiate investment transactions outside of the Queen’s Pension Fund, Queen’s Short-Term Fund, Queen’s Pooled Endowment Fund and Queen’s Pooled Investment Fund, such as the investment initiatives of the sinking fund under the direction of the Finance Committee, or foreign currency transactions to meet operational requirements, the following officers are authorized to transfer, endorse, buy, sell, assign and set over and deliver any and all shares, stocks, bonds, debentures, foreign currencies, or other securities now or hereafter standing in the name of or owned by Queen’s University and to make, execute and deliver any and all written instruments necessary or proper to effectuate the authority hereby conferred:
    1. For amounts of less than $1,000,000, by any two of the following: Director, Investment Services, Associate Director, Investment Services, any Financial Services Manager, Assistant Director or Director; and,

    2. For any transaction amounts, by any one of the individuals listed in subsection 10(a) above jointly with one of the following officers, or by any two of the following officers: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller, Treasurer, Associate Vice-Principal (Human Resources).
    1. Queen’s University is authorized to enter into any type of swap, derivative or any other hedging transactions, including without limitation, commodity and interest rate transactions subject to the following limitations:
    1. Where the principal behind the swap, derivative or hedging transaction does not exceed $10,000,000 the Vice Principal (Finance and Administration) jointly with one of the following officers may authorize these transactions: Associate Vice-Principal (Finance), Controller, Treasurer, Director, Investment Services;

    2. Where the principal behind the swap, derivative or hedging transaction is between $10,000,000 and $20,000,000, authority to authorize is as provided in subsection 11(a) above provided that prior to entering into a swap, derivative or hedging transaction, they have consulted with and obtained approval of one of the following: Chair of the Finance Committee, Vice-Chair of the Finance Committee, or Chair of the Board of Trustees; and,

    3. Where the principal behind the swap, derivative or hedging transaction exceeds $20,000,000, authority to authorize is as provided in subsection 11(a) above provided that prior approval of the Finance Committee has been obtained;

    Provided that all swap, derivative or any other hedging transactions entered into will be reported at the first meeting of the Finance Committee of the Board of Trustees subsequent to the transaction.

     

    Authority to Borrow from a Canadian Chartered Bank


    1. The following officers are authorized to borrow money on behalf and for the benefit of the University from a Canadian chartered bank (hereinafter referred to as “the Bank”) upon the credit of the University by way of overdraft or otherwise to a maximum total outstanding indebtedness of $40,000,000 at any one time for all Canadian chartered banks: Any one of: Vice-Principal (Finance and Administration), Associate Vice-Principal (Finance), Controller or Treasurer jointly with the Principal, or any Vice-Principal who has not signed in the first instance.

    2. The authorizations contained above shall be subject at all times to the policies and procedures in The Revised Pension Plan of Queen’s University Statement of Investment Policies and Procedures and Queen’s Investment Funds, Statement of Investment Policies and Procedures, as applicable, and as approved or revised from time to time by the Board of Trustees.
    Authority to use the University Seal
    1. The common seal shall only be used in connection with contracts, documents or instruments in writing required to give effect to authorities delegated, or hereafter delegated by the Board of Trustees, to the Administrative Officers of the University, and when used shall be authenticated by the Chair or a Vice-Chair of the Board of Trustees, the Principal or a Vice-Principal, or such other person as shall be from time to time authorized by the Board of Trustees, jointly with the Secretary of the University, or any Associate Vice-Principal, the Treasurer or the Controller.
    Transition 
    1. Resolutions 09-66 and 12-89 are hereby rescinded.
    Amendment of By-law 
    1. Amendments to, or repeal or replacement of, this By-law may be considered at any regular or special Meeting of the Board. Proposed amendments or replacement provisions shall be provided with the meeting agenda. Such amendment, repeal or replacement shall be voted upon by the members present at the meeting, and must receive at least two-thirds of the votes cast in order to be carried.

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    Kingston, Ontario, Canada. K7L 3N6. 613.533.2000