Board of Governors - APPENDIX V - June 28, 2001

REPORT OF THE BY-LAWS COMMITTEE

FOR APPROVAL

1. Amendment to By-Law No. 1 - Delegation of Authority

At the Board meeting on May 3, 2001, Board members were given notice of the following motion which is now before the Board for its consideration:

Recommended: That By-Law No. 1, Section I. (Delegation of Authority), article 1., be amended to read:

The Senior Operations Committee is authorized to approve appointments, excluding the appointment of the President or a Vice-President, on the recommendation of the President, in circumstances where the selection process has been completed but a regular meeting of the Board is not scheduled to be held within a reasonable time.

Section I.1. of By-Law No. 1 currently reads:

I. DELEGATION OF AUTHORITY
When No Regular

Meetings Held

1. The Senior Operations Committee is authorized to approve appointments, on the recommendation of the President, in circumstances where the selection process has been completed and a regular meeting or a special meeting of the Board convened to consider the appointment fails to achieve a quorum of the Board.

Background:

On April 20th, a special meeting of the Board was called to receive a recommendation for the appointment of a Dean. Quorum of the Board was achieved, so there was no need to exercise the above-noted by-law; however, the Chair of the Board asked that the By-Laws Committee review the current provision with a view to avoiding the necessity of calling a special Board meeting under similar circumstances in the future.