Report of the By-Laws Committee

Board of Governors - APPENDIX II - June 25, 1998


1. Special Resolution No. 1-D: Campus & Community Affairs Committee

Recommended: That the following amendment be made to Special Resolution No. 1-D (Campus & Community Affairs Committee):

2. The Committee may report and make recommendations to the Board concerning the following campus affairs:
(a) the relationship of campus components and organizations to the University as a whole, provided that such relationships do not fall within the purview of the Senior Operations Committee
(b) (i) the use of the University's name and coat-of-arms
(ii) the naming of buildings, roads, structures, etc.
(iii) the use of University facilities for other than regularly-scheduled academic purposes

[DELETE: except that the Coordinating Committee may direct such reports and recommendations to the Property and Finance Committee]


In March 1997, the Coordinating Committee was disbanded and many of its former duties reassigned to the Senior Operations Committee. One of the Coordinating Committee's responsibilities had been to set the agenda for Board meetings; this duty now falls to the Chair of the Board. Moreover, the terms of reference of the Campus & Community Affairs Committee were also revised significantly in March 1997. The new provisions allow the Committee to "make recommendations to another Committee of the Board in any matter that falls within that Committee's terms of reference or to the Board on any other matter within the jurisdiction of the Board pertaining to campus and/or community affairs or activities which are not within the purview of another committee of the Board."

The phrase that is proposed for removal no longer has meaning in the absence of a committee that fulfills the "conduit" role that the Coordinating Committee used to play.

2. Special Resolution No. 1-M: Senior Operations Committee

Recommendation: That the following amendment be made to the terms of reference of the Senior Operations Committee (Special Resolution No. 1-M):

2. The Committee's principal responsibilities are:
(a) personnel issues, including:
(i) to review and make recommendations to the Board regarding negotiated collective agreements
(ii) to negotiate and approve on behalf of the Board the terms of the contract with the President
(iii) to fix and provide for the remuneration, retirement and superannuation of the following employees of the University:

President and Vice-Chancellor
Director of Libraries
Secretary of the Senate
Secretary of the Board
NEW --> (iv) to fix, on the recommendation of the President, the salary of those occupying positions in the Senior Administrative Staff Group, numbering not more than 20, as identified by the Board on the recommendation of the President.
(v) when not so determined by approved policies, group plans or collective agreements, to authorize expenditures of such sums as may be required to establish funds for the payment of gratuities, retirement allowances, pensions, life insurance or other insurance (including health insurance) for the benefit of employees
(vi) to review recommendations from the President in personnel matters which fall outside existing University policies
(vii) to review annually the performance of the President and to receive from the President and Provost the performance appraisals of the other employees listed in (iii) and (iv) above;
(viii) to receive from the President the President's proposed priorities for each forthcoming academic year and to make a recommendation thereon to the Board

In all of the foregoing, the Committee shall have due regard for collective agreements which have been approved by the Board.


The "Senior Administrative Staff Group" will be a list of not more than 20 administrative positions approved by the Board of Governors on the recommendation of the President. The positions that are designated will involve responsibilities that are critical to the achievement of the University's strategic objectives, including advising the President and Vice-Presidents on critical issues facing the University. The President and Vice-Presidents will review the positions on the list each year. The Board, on the recommendation of the President and Vice-Presidents, may remove positions from the list, and add positions, as long as the total number of Senior Administrative Staff Positions at any one time does not exceed 20.

The Senior Operations Committee already fixes the remuneration of certain employees of the University under clause 2(a)(iii). Subject to approval of the above amendment to its terms of reference, salaries will be set for the Senior Administrative Staff Positions by the Senior Operations Committee, on recommendation from the President, on the basis of responsibilities and performance. Changes in responsibilities and performance can lead to both upward and downward adjustment of salaries.

3. Special Resolution No. 6: Presentations to Retiring Members of the Board of Governors

Recommended: That Special Resolution No. 6 regarding Presentation to Retiring Members of the Board of Governors, be revised as indicated below:

1. Presentation of mementos to retiring members of the Board shall be in accordance with the following guidelines:
(a) A suitably engraved silver tray will be presented to a member [ADD: in good standing with the University] who retires following completion of at least one full membership year of service [ADD: and who has attended at least 25% of the scheduled meetings of the Board].


By-Law 1, C.4. was recently revised to make provisions in the UWO Act enforceable. It now stipulates that elected/appointed members of the Board who attend fewer than 50% of meetings may, by resolution of the Board, have their membership declared vacant. If they attend fewer than 25% of regular meetings, the Board is required to do this. The proposed revision to the policy will direct the Secretariat to not prepare a silver tray for presentation, 1) if the Board member is no longer in good standing with the University (for example, a student whose records have been sealed), and 2) if the Board member has attended meetings infrequently. The revised policy will apply to all members of the Board of Governors -- elected, appointed, and ex officio.

The revision is proposed to support the original intention of awarding silver trays to acknowledge the contributions of members of the Board who have been actively involved in the work of the Board.

4. Special Resolution No. 7 - Annex - Guidelines for University-Funded Portraits

Recommended: That the following amendments be made to Special Resolution No. 7-Annex (Guidelines for University-Funded Portraits) [changing all references to Coordinating Committee to read Senior Operations Committee]:

3. From time to time the Senior Operations Committee shall approve a short list of portrait artists from which one such artist may be selected and commissioned by the Senior Operations Committee for any given commission. The retiring officer may, in the alternative, propose an artist not on the list, subject to financial considerations noted in section 8. below.

5. Upon reaching tentative agreement with the Artist, the Secretary of the Board shall arrange for the drawing of a formal Agreement between the University and the Artist to which the Retiring Officer shall be a signatory. This document shall be referred to the Senior Operations Committee of the Board for approval following which the portrait shall be executed by the Artist.

5. Special Resolution No. 9 - Election Procedures

Recommended: That Special Resolution No. 9 (Election Procedures) be amended to read as follows:

Undergraduate Student Constituency

3. ...

Undergraduate students of the Constituent University enrolled in Distance Studies and in the Faculty of Education may participate in the election by mail ballot provided they indicate their interest in doing so by completion of a Franchise Activation Form which will be provided in their registration materials. This form must be received by the Secretary of the Board by the date specified on the form (usually in the first week in October). The form will require the student's registration number, faculty code, name, and mailing address during the month of October of the year in which the election is held. In the case of all students eligible to vote by mail who have returned the Franchise Activation Form by the specified date, the Secretary of the Board shall, as soon as possible after the close of nominations, mail ballots to all eligible voters at the address provided on the Franchise Activation Form. Included with the ballot, which shall show only the full names of the candidate in alphabetical order, shall be an information sheet containing candidates' names and statements.

Members Elected by the Board (4 members)
1. The election of members by the Board under Section 9.(1) of the Act, clauses (h) [4 members] shall be by a majority of those members of the Board entitled to vote in such election present at the meeting at which the election takes place, provided that a quorum of fourteen such eligible members are present.
2. The Senior Operations Committee shall be responsible for the identification of candidates as vacancies occur and shall make nominations to the Board.
3. Voting shall be by show of hands or by ballot as may be determined by the Board.


In March 1998, "Mediated Studies" was renamed "Distance Education"; thus the proposed change in the Undergraduate Student Constituency section of Resolution 9.

Reasons for the proposed changes to the section on Members Elected by the Board include:

The Vice-Presidents are no longer appointed to the Board as voting members, following a Board resolution to that effect which was adopted in early 1997 following review of the UWO Act (1982). Therefore, the only Board members elected by the Board are the four identified in section 9.(1)(h) of the Act.

Since the disbanding of the Coordinating Committee in March 1997, the Senior Operations Committee acts as the nominating committee. As well, the Board's Guidelines for the Identification and Appointment of External Board Members states that the Senior Operations Committee shall forward nominations to the Board. Accordingly, it is appropriate to indicate that the Senior Operations Committee's role is the "identification" of candidates for appointment to the Board by the Board, rather than the "selection" of those candidates.



The By-Laws Committee gives notice to the Board that the following recommendations will be proposed for debate and action at the September 24, 1998, meeting of the Board of Governors.

1. Rescind Change to By-Law No. 1 of the Board - Quorum

Recommended: That the Board rescind the following change to By-Law No. 1 which was approved in April 1997 (BG.97-102):


1. A quorum of the Board consists of nine members, of whom at least five shall be members appointed or elected under clauses (b), (c), (d), and (h) of Section 9.(1) of the Act.

and reinstate the original quorum of "ten members, of whom at least five shall be members appointed or elected under clauses (b), (c), (d), and (h) of Section (9.)(1.) of the Act."


The University Act requires in Section 15 that "The quorum of the Board, to be designated by by-law of the Board, shall consist of not fewer than ten members, at least one-half of whom shall consist of members of the Board appointed or elected, as the case may be, under clauses 9 (1)(b), (c), (d), and (h)" of the Act. Although it would be possible to increase the quorum, it is not possible to reduce it below ten. Therefore, the change approved in April 1997 should be rescinded.

2. New Provision - By-Law No. 1, Section C

Recommended: That By-Law No. 1 of the Board of Governors be amended by the addition of the following provision as new C.5 (with current C.5 to be renumbered C.6)

C.5. Pursuant to Section 17 of the University of Western Ontario Act (1982, as revised in 1988), no member of the Board of Governors whose salary is paid under a collective agreement or Memorandum of Agreement between the University and a union or employee association may serve as a member of any team negotiating matters related to the remuneration or benefits, terms of employment, rights or privileges available to employees in a class or group of employees of the University.


Section C. of By-Law No. 1 of the Board deals with Membership on the Board.

The recommendation above is the result of discussions between the General Counsel and the President of the PMA about the perceived conflict of an employee who sits on a negotiating team dealing with salaries and benefits of employees.

3. Amendment to By-Law No. 1, Sec. E.7

Recommended: That By-Law No. 1, section E.7 dealing with voting, be amended as follows:

E.7. Each member shall have one vote except the Chair who [DELETE: shall have only a casting vote][ADD: may vote only when the vote is by ballot or to break or create a tie, but if the Chair creates a tie, the Chair cannot break it]. Voting may be by show of hands or by assumed consent where no dissent is voiced. A resolution signed by all members of the Board shall have the same force and effect as if passed at a regularly constituted meeting of the Board.

The amendment is proposed to make the by-law clearly consistent with the Board's Rules of Order which state in section 16: "The Chair may vote only when the vote is by ballot, or to break or create a tie, but if he creates a tie he cannot break it. A tie vote shall defeat the pending motion unless broken by the Chair." It is not necessary to state that a tie vote shall defeat a pending motion, as this is a standard parliamentary rule.