COWCUBS October 2014
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Purpose of Bylaws (Susan Belcher)
Framework and Content (Jodie Gallais)
Factors That Trigger a Review or Revision
(Annette Revet)
Advice from Colleagues (Annette Revet)
Approaches/Processes (Margo Baptista)
Q&A
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Why should they be created? What is the goal?
Are they a necessary evil?
How do they enhance good governance?
What are the rewards of establishing sound
bylaws?
What is the risk of not doing them well?
SUSAN
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General Bylaws
Special Bylaws
Policies
Charters, Charter of Expectations
Governance Guidelines
Terms of Reference (Board and Committees)
Statement of Responsibilities
General Governance Documents
Rules, Rules of Operation
Guidelines, Procedures
SUSAN
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Bylaws are not one-size fits all
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Bylaws vary by type of institution and
circumstances
◦ Wide range of structure and content
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Unicameral
Bicameral
Tricameral
Provincial Legislation
 Individual Institution Acts, Provincial System Act
◦ Institutional Policy and Procedure Framework
◦ Institutional Culture, Governing Bodies Culture
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For example:
◦ Composition and Membership: Often the Bylaws restate
what is contained within the Provincial Legislation.
SUSAN
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What belongs in them? What does not?
◦ One document or more?
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Corporate Governance Bylaws
◦ How do these adapt within the university setting?
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Differentiating governance process from the
structures and rules of governance
JODIE
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Statutory Basis of Bylaws
Definition and Interpretation
Composition and Term of
Office
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◦ Regular Meetings: Open, Closed, InCamera, Committee of the Whole
◦ Special Meetings
◦ Conduct of Meetings
◦ Agenda and Consent Agenda
◦ Rules of Order
◦ Voting
◦ Quorum
◦ Presentations
◦ Public Conduct in Meetings
◦ Meeting by Electronic Means
◦ Members
◦ Officers: Chair, Vice Chair,
President, University Secretary
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Powers and Duties of the Body
◦ Powers and Duties
◦ Limitation on Powers
◦ Delegation
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Confidentiality
◦ Confidential Information
◦ Confidentiality Requirement
Meetings
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Committees
◦ Establishment and Dissolution
◦ Terms of Reference
JODIE
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President
◦ Appointment
◦ Role
◦ Delegation
University Secretary
◦ Appointment
◦ Role
Official Records
Protection of Members and
Others
Orientation and
Professional Development
Evaluation
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Code of Conduct
◦ Create a separate document and
business process?
◦ If breached, what are the
consequences?
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Conflict of Interest
◦ Create a separate document and
business process?
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University Seal
Amendments and Additions
to Bylaws
Fiscal Year
Remuneration, Expense
Reimbursement
JODIE
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Requirement is stated within the
bylaws e.g. every three years,
five years
Too much time had passed
since last review
Outdated language
Semi-regular consultation with
an external advisor
Becoming a university and
changing of governing
legislation
Technology:
◦ electronic voting
◦ participation of members by
telephone or electronic means
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Needed to align with policy
developments
Committee structure review
Committee mandates were out
of date
Committee(s) were no longer
relevant or required
Revisions to procedures
Attempt to streamline by
consolidating consistent
procedures and information
for committees
Desire to strengthen the role
of Senate Executive
Discussions at CUBA on best or
leading practices
ANNETTE
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Consider what will help you
with the governance process
Deal with overly prescriptive
matters outside of the
bylaws (e.g. don’t embed
committee terms of
reference in the bylaws)
Proofread carefully
Engage committee chairs to
provide input
Create a committee but keep
it small in size
Include a requirement for
regular review within the
policy framework
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Reconnect with the
governing body at intervals
in the process
It’s a slow process and can
require several discussion
meetings
Establish a framework of
principles to guide the
process
Use an external consultant
but don’t let them “drive
the bus”
Leverage technology; use
web-links to existing
legislation, documents, etc.
ANNETTE
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Be attuned to issues and
surprises in existing bylaws
All at once instead of
piecemeal
As and when needed, rather
than a massive overhaul
project
On an ongoing or periodic
basis
Build in flexibility and clarity;
use non-restrictive language
so you don’t have to change
it frequently
Align the bylaws of both
governing bodies
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Deal with overly prescriptive
matters outside of the
bylaws (e.g. don’t embed
committee terms of
reference in the bylaws)
Use plain/ simple language
that enables all
stakeholders (those
governing, those
supporting and those
affected by decisions) to
understand the meaning,
intention and impact of the
bylaws
Leave the document better
ANNETTE
than you found it
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Joint Task Force on Bi-cameral Governance or a Joint
Board-Senate Liaison Committee
◦ to address areas of overlap between the two bodies and ensure
compliance with legislation
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Cross-body membership
◦ Set out in legislation or governing bodies’ bylaws
◦ Special resolution providing for cross-representation (non-voting)
Board members participate on institutional committees or
task forces to help develop broader understanding of the
university
Hold a joint lunch or dinner meeting or a strategic
workshop on a subject of mutual interest
Provide written reports to each governing body
Conduct orientations
Provide a flowchart depicting the decision-making matrix
ANNETTE
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Establish a working
group or task force
Responsibility of a
Committee
◦ Governance, Bylaws,
Executive
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Engage a bylaws expert
Legal Department
University Secretary
◦ Resource?
◦ Author?
MARGO
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Gather copies of
bylaws from other
organizations
Use Post-It notes to
flag key elements
Spread all of the paper
on the floor and walls
of your office or home
(hope that the dog or
cat don’t mess up your
highly sophisticated
system)
MARGO
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Privately, lament that
you are in over your
head but don’t ask for
help.
Publicly, smile and tell
everyone you are
enjoying the process
MARGO
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How current are your bylaws? When were they last updated?
How would you describe the framework and content of your
bylaws?
Is there a provision in your bylaws that you wish was updated or
had been adopted before the need for it arose?
Is there a provision in your bylaws that you wish was not there?
What might trigger a review of the bylaws?
Which best practices or leading practices should be included in
bylaws?
What advice would you have for others who are embarking on a
review of bylaws?
What process is/was used to review/revise your bylaws?
◦ Who does the work? Who is consulted?
What is the role of the University Secretary in the bylaws
development or review process?
To demonstrate
the diversity of approach
in and across provinces
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Interpretation
Role, Power and
Responsibilities
Composition
Chair
Vice Chair
Governor
Expectations
Protection from
Liability and
Indemnity
Meetings
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Voting
Committees
Outside Advisors
Spokesperson
Board Assessment
Signing Authority and
Execution
Bylaw Amendments
General
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Role of General Faculties Council
Membership
Responsibilities
Handbook (This is not a formally-approved document):
◦ General Information: role, responsibilities, how GFC works,
connection between GFC and board, membership, quorum,
replacement and voting at meetings, motions/resolutions,
typical agenda, committee of the whole, faculty councils
◦ Committee Information: Committee system, election or
appointment by GFC, principles for delegation of authority
◦ Additional Information: Guidelines for Issues Brought to
GFC for Action, website, Blackboard site, GFC contact
directory
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General Governance
Documents
◦ Charter of
Expectations
◦ Code of Conduct and
Ethics
◦ Governance
Guidelines
◦ Rules of Operation
◦ Terms of Reference
for an Individual
Governor
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Contracts and
Position Description
◦ Committee Chairs
◦ President
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Investment Policies
◦ Investment
Governance
Document
◦ Investment
Management Policy
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Part 1: Enactment, Definitions, Interpretation
Part 2: Council
◦ Primary role, Council year, Powers and Capacity,
Members, Responsibility, Meetings, Voting, Chair and
Vice Chair, Minutes
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Part 3: Committees
◦ Establishment, Standing Committees. Ad Hoc
Committees, Appointment to External Bodies
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Part 4: Procedures for Appointment of Senior
Administrators
Part 5: Officers
Part 6: Conflict of Interest
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Statement of
Indemnification
Definitions
Composition of the Board
of Governors
Term of Office
Officers
Powers of the Board
Corporate Seal and
Execution of Documents
Duties of the Chair
The President
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Conflict of Interest
Meetings
Procedures
Agenda
Quorum
Attendance at Board and
Committee Meetings
Committees
Board Standing
Committees
General Faculties Council
By-laws of the Board
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Governance Structure
Definition
GFC Membership and Terms of Office
Officers of GVC
GFC Meetings
General GFC Procedures
Role and Function of GVC Committees/ Sub-committees
Standing Committees and Sub-committees
Faculty Councils
Responsibilities of Councillors
Vacancies
Adoption or Amendment of GFC By-laws
Suspension of GFC Bylaws
Appendices: Conduct of Meetings, Election Processes, Templates for
Standing Committee Annual Reports, Faculty Council Annual Reports,
Standing Committee Annual Plans, Legislation Governing the University
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Interpretation
The University
Board of Governors Overview
Board Composition
Board Members
Board Officers
Decision Making and Meetings
of the Board
Board Documents
Corporate Issues (Delegation
of Authority, Seal, Fiscal Year,
Borrowing Powers, Financial
Controls)
Committees
Assessment
Bylaw Matters
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Appendices:
◦ Protocol Agreement
◦ Board Skills Matrix Rating Form
◦ Guidelines for Determining the
Local of Policy Making at the Board
and Executive Levels
◦ Terms of Reference (Audit,
Distinguished Service, Finance and
Facilities, Governance and
Nominations, Human Resources)
◦ Board Evaluation
◦ Compliance with Adapted TSX
Corporate Governance Guidelines
◦ Performance Measurement
Framework
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Definitions
Membership
Election
Meetings
Committees
Faculties
Convocation
Standards for Students
Affiliation
Federation
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Definitions
Composition of the Board of
Governors
Role of the Board of Governors
Responsibilities of a Board
Member
Meetings
Procedures and Voting
Records
Officers of the Board
Committees
◦ Authority, Membership, Term,
Vacancies, Committee Chairs and
Vice Chairs, Committee
Secretaries, Meetings, Quorum,
Decisions, Reports, Work Plan and
Terms of Reference (attached as
appendices)
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Powers of the Board
Amendment
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OTHER Forms and Guidelines:
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◦ Board Decision Item
◦ Board Information Item
◦ Guidelines for
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Submitting Items to the Board
Representation to the Board
In Camera Items
Governing Board Member
Responsibilities
Procedures for nomination of Board
Chair and Vice Chair
Board Education and Development
Board Work Plan
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Part One:
◦ Constitutional Powers and Duties
◦ Election of Faculty Members
◦ Procedural Bylaws: Quorum, Duties of Chair and Vice Chair,
Election of Chair and Vice Chair, Membership, Meetings
◦ Committees: Creation, Responsibilities
◦ Conflict of Interest: Proceedings, Committees, Definition
Part Two: Committees (Membership, Responsibilities,
Part Three: Credentials, Cancellation of Credentials,
Scholarships, Establishment of Colleges and
Divisions, Constitution and Duties of Faculty
Councils, Programs of Study, Enrolment Management,
Admission of Students, Examinations, Grading and
Assessment, Affiliation and Federation
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Code of Conduct
Powers of the Board
Members
Agendas
Minutes
Committees
Governance Practices
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Exit Interview Process
Internal Review and Assessment Process
Meeting Model – Structure and Timing
of Board Meetings
Policy/Strategy Meeting Guide 2012-13
Vacancies on the Board
Meeting Rules (Regular, Special,
Standing Committee Special
Meetings, Chair, Procedural Rules,
Notices, Voting, Quorum, Meeting by
Electronic Means, Unanimous
Consent Agenda)
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Distinguished Professors
Distinguished Professors
Emeritus/Emerita
Emeritus/Emerita Titles
Peter D. Curry Chancellor’s Award
Distinguished Service Award
Senate
Chancellor
Other – Governing Documents
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Governance
Officers
University Community
Students
Staff
Academic
Research
Financial
Operations
External
A-Z Index
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Role of Senate
Members
Agendas
Motions
Minutes
Committees
Meeting Rules
Honorary Degree Recipients
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Various Bylaws
#1 Precedence
#3 Head Office
#4 University Seal
#5 Public Records
#8 Conduct of Board
Members/Conflict of Interest
#12 Meetings of the Board
#13 The Chair of the Board and the
Vice Chair
#14 Bylaws (New, Changes &
Deletions)
#17 Recruitment of the President
#19 Indemnification of Board
Members
#20 Meeting Conduct – Recording
and Communication Devices
Policy 11.30
Statement, Principles and Approach
Appendix A, Interpretation
Appendix B, Board Charter
Appendices C1-C7 Committee
Mandates
Appendix D1-D2, Statement of Roles
(President, Governors, Board Chair)
Appendix E Governance and
Orientation
Appendix E1 Annual Orientation and
Development Practices
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Preamble
Definitions
Composition and Election
Meetings
Powers, Term, Limitation of Liability,
Statement of Conduct, and Conflict of Interest
of Senators
Standing Committees and Task Forces
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How the Board Works:
◦ Board Committee Composition
◦ When the Board Meets
◦ Communicating with the
Board
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Procedures of the Board
◦ Election of Chair and Vice
Chair
◦ Chair
◦ Meetings
◦ Duties
◦ Conflict of Interest and
Confidentiality
◦ (Committee Terms of
Reference: Executive and
Governance, Finance,
University Operations and
Facilities, Audit,
Compensation and Review)
◦ Appointments
◦ Attendance at Committee
Meetings
◦ Appeals to the Board of
Governors
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Membership
Committees
Meetings
Minutes
How the Senate Works
◦ Senate Rules and Procedures
 Rules and Procedures, Membership, Meetings, Committees,
Amendments to Rules and Procedures
◦ Rules to Govern Elections to the Board and the Senate
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Student Appeals
Honorary Degrees