As approved at the March 27, 1997, meeting of the Board of Governors. The "in camera" portion of the minutes have not been included herein. Copies of Appendices are available from the University Secretariat, Room 290, Stevenson-Lawson Building. MINUTES OF THE MEETING OF THE BOARD OF GOVERNORS JANUARY 23, 1997 The meeting was held at 3:30 p.m. in Room 330, Stevenson-Lawson Building. PRESENT: Mr. W.W. Peel, Chair, Ms. J.K. Van Fleet, Secretary, Mr. R. Bateman, Dr. W.A. Bridger, Dr. R. Colcleugh, Dr. J.V. Collins, Dr. P. Davenport, Ms. S. Desmond, Mr. J. Etherington, Mr. T. Garrard, Mr. W. Gibson, Dr. J.D. Hewitt, Mr. C. Keith, Prof. M. Lennon, Dean R.M. Mathur, Dr. P.P. Mercer, Dr. G. Moran, Mr. R. Parks, Ms. J.M. Potter, Mr. H. Rosen, Prof. J. Starkey, Dean J.L. Stokes, Mr. H.W. Taylor, Ms. C. Weldon, Ms. L. Whittaker. BY INVITATION: Dean L. Tapp BG.97-01 Minutes of the Previous Meeting The minutes of the meeting of November 21, 1996, were approved as circulated with the notation that minor typographical errors would be corrected in the official minutes. BG.97-02 CHAIR'S REMARKS Mr. Bill Peel, Chair of the Board, gave the following address: Before starting into the agenda as outlined, I would like to take a few moments to share some of my thoughts as we start into a new year of Board activities. First of all, I would like to express my appreciation for the honor which you have granted to me in electing me to be your Chair for the coming year. I look forward to working with each of you as we deal with the challenges and responsibilities before us in the year ahead. We are the representatives of the citizens of Ontario -- to whom the University is accountable for its conduct as a public institution -- and I know that we each take our trusteeship role very seriously. Although we come to the Board from different constituencies, our fiduciary responsibility requires that we seek the best directions and policies for Western as an institution, building upon and respecting the individual strengths and backgrounds of each other. Another significant challenge is that we must continuously strive to reach the high ground of governance, as contrasted to administration. Our role is to establish strategic directions and monitor performance of our objectives. We are blessed with an extremely capable administration, under the leadership of Dr. Davenport as President, and an outstanding group of vice-presidents, to whose judgment and experience we entrust the tactical operation of this fine University. I consider Paul Davenport's first priority upon his arrival in 1994 as a "stroke of brilliance" -- to insist upon and lead not only the Board, but the whole University community in the development of "Leadership in Learning", Western's Strategic Plan. This document has provided a very clear beacon for the numerous initiatives and activities which have developed over the past two years. As we look forward, there are many financial uncertainties with which we must deal. Although provincial funding is stabilized in the near future, the long-term direction is still unclear. Tuition levels for the next academic year have still not been established. We should be constantly guided by our Mission Statement: The University of Western Ontario is dedicated to the advancement of learning through teaching and research and to the discovery and application of knowledge. The University seeks to provide an environment of free and creative inquiry within which critical thinking, humane values, and practical skills are cultivated and sustained. By pursuing these objectives, the University endeavours to serve the interests of society. On your behalf, I would like to thank the very capable staff in the office of the Secretariat, under the leadership of Jan Van Fleet, for their support and efficient assistance. Finally, I look forward to working with each of you during this year, and I again thank you for the confidence you have placed in me as your Chair. BG.97-03 REPORT OF THE PRESIDENT [APPENDIX I] The Report of the President, contained in Appendix I, included information on the following topics:  Report of the Smith Advisory Panel on Postsecondary Education  1997-98 University Budget Update Dr. Davenport highlighted his presentation with the use of overheads, copies of which are attached as Appendix 1 to these minutes. BG.97-03a Ancillary Fees Dr. Davenport reported that the Vice-President (Administration) and the Provost are currently reviewing student ancillary fees with the view that some fees could be lowered without affecting service to students. In addition, discussions are ongoing between the President and Mr. Tompkins, President of the USC, about the status of the Student Support Fee. Mr. Tompkins proposes that the fee be changed from its current status to one which would allow its investment in a student trust fund. REPORT OF THE COORDINATING COMMITTEE [Appendix II] BG.97-04 Committee Membership It was moved by C. Weldon, seconded by W. Gibson, In light of the review and likely restructuring of some of the standing committees of the Board, that current committee assignments continue until the committee review is completed, and that in the meantime, new Board members be appointed to committees as follows, for terms ending once the committee review is completed: Coordinating Committee: Chris Keith Campus & Community Affairs Committee: Madeline Lennon, Susan Desmond Property & Finance Committee: Chris Keith, Susan Desmond CARRIED BG.97-05 Board Membership: Vice-Presidents Pursuant to a recommendation of the Joint Board/Senate Committee to Review the UWO Act, it was moved by C. Weldon, seconded by J. Starkey, That the Board of Governors rescind its earlier resolutions to appoint three of the vice-presidents to membership on the Board of Governors and resolve that all vice-presidents will be invited to attend and participate at all Board meetings but may not move/second motions or vote. CARRIED BG.97-06 Rules for Operation of Informal Board Meetings It was moved by C. Weldon, seconded by J. Starkey, That the following rules be established for informal Board meetings, including the annual fall meeting to discuss the principles and policies underpinning the forthcoming budget and the annual meeting in January to discuss the Board's strategic agenda for the year ahead: 1. The meeting will be open only to Board members and resource persons invited by the Board Chair and/or President. 2. The meeting will be conducted informally. 3. Motions will not be entertained, nor will motions arising from the discussion be allowed at the Board meeting immediately following the informal budget meeting. Rather, on the direction of the Board during the informal meeting, the administration will review suggestions and report back to the next meeting of the relevant standing committee of the Board (e.g., Property & Finance Committee in the case of budget issues). 4. Minutes of the meeting will not be taken. CARRIED BG.97-07 Terminating the Membership of Board Members Who Become Inactive The Board received the notice of a motion to amend By-Law No. 1 [Appendix 2, page 2] which is to be debated at the next meeting of the Board. It is proposed that a new section be added to provide a mechanism for the termination of the membership of those members who become inactive on the Board. This is in response to a recommendation of the Joint Board/Senate Committee to Review the UWO Act. BG.97-08 By-Election for Administrative Staff Representative Information about the forthcoming by-election to elect a member of the administrative staff to the Board was provided in Appendix II (pp. 3-4). REPORT OF THE PROPERTY & FINANCE COMMITTEE [Appendix III] BG.97-09 Full-Cost Recovery MBA Program at the Ivey School of Business It was moved by C. Weldon, seconded by W. Gibson, That, subject to final approval by the Minister of Education and Training, the Board of Governors authorize implementation of the plan to proceed to a full-cost recovery MBA Program at the Richard Ivey School of Business, detailed in Appendix III, Annex 1, as approved by the Senate. Dr. Moran elaborated on plans for achieving a full-cost recovery MBA program, including the financial framework, student fees and student aid, benefits and risks for the Ivey School of Business, and the University, and sensibility of the project. Dr. Davenport said that Western is not moving towards a University- wide full-cost recovery program policy because the potential for full-cost recovery does not exist in most units. The only other program currently under consideration for full-cost recovery is the Master of Clinical Science program in Orthodontics. In general terms, the University will continue to operate under the principles set out by the Provost in last year's differential tuition fee policy. In response to concerns about the future relationship of the Ivey School to the University, Dr. Davenport assured the Board that the relationship remains as it is; only the method of financing the MBA program changes. The Ivey School will be responsible for covering the cost of the MBA program at the conclusion of the transition period because the School will no longer receive funds from the University's base budget. The Ivey School remains part of Western with regard to academic programs and the appointment, promotion and tenure of faculty under Conditions of Appointment. Dean Tapp assured the Board that accessibility is a prime concern of the Ivey School of Business. In 1997-98, in addition to a student loan system, it is anticipated that there will be approximately 250 scholarships at $10,000 each available to MBA students. The question was called and CARRIED. BG.97-10 Revised Statement of Investment Objectives, Policies and Governance It was moved by C. Weldon, seconded by J. Starkey, That the Board of Governors approve the revised Statement of Investment Objectives, Policies and Governance, shown in Appendix III, Annex 2. CARRIED BG.97-11 Policy on Internal Endowments It was moved by C. Weldon, seconded by J. Starkey, That the Board of Governors approve the following terms and conditions for internal endowments: 1. Requests to create internal endowments require the approval of the Vice-President (Administration) and the Vice-President (Academic). Decisions of the Vice- Presidents are final and not subject to appeal. 2. Funds must not be from the basic operating budget. 3. The creation of an internal endowment must not violate any restriction related to the funds in question. 4. Funds must be set aside as endowments, in perpetuity. 5. Amounts for spending can be spent on any academic purpose, as agreed to at inception. 6. Initial endowment amounts must be at least $100,000. 7. The funds will be subject to the policies of the Board of Governors with respect to endowed funds, as amended from time to time. [Footnote to #7: Currently, under these policies, the total return generated by the portfolio after deducting investment management fees is allocated to the capital of the endowment each year. Annual returns could be negative. Spending is permitted at the rate of 5%, however spending will be discontinued if it would result in an encroachment of original capital. Amounts not spent may be added to the capital of the endowment or carried forward for spending in a future year.] 8. Terms can be altered only with the agreement of the Vice- President (Academic) and the Vice-President (Administration). 9. A 1.5% administration fee will be assessed on the capital of all such funds on an annual basis. 10. In order to discourage inappropriate spending of the internal endowments, a 5% penalty will be charged on any payouts from the accounts that are in excess of the payout rate permitted for regular endowments. CARRIED BG.97-12 Allocations of Undistributed Investment Returns for Non- Endowed Funds It was moved by C. Weldon, seconded by M. Lennon, That $1,734,000 of investment income from the Undistributed Investment Returns Account for non-endowed funds be allocated to the University's Capital Reserve; and That $1,600,000 of investment income from the Undistributed Investment Returns Account for non-endowed funds be allocated to the University's 1996-97 Operating Budget. CARRIED BG.97-13 Allocations of Undistributed Investment Returns and Administrative Fee for Endowed Funds It was moved by C. Weldon, seconded by J. Starkey, That the allocation of the endowed funds' share of the Undistributed Investment Returns Account be reduced by 1% of the value of the endowed funds prior to these funds being allocated to the capital of endowed funds. This will result in an allocation to endowed funds, as at October 31, 1996, in the amount of 21.9%. and That starting on April 30, 1997, and annually thereafter, an administrative fee of 1/2 of 1% of the capital value (original capital plus accumulated investment returns) of the endowed funds be assessed. CARRIED BG.97-14 Financial Agreement for Cross-Teaching between the Affiliated Colleges and the Constituent University It was moved by C. Weldon, seconded by M. Lennon, That the Board of Governors approve the financial agreement for cross-teaching between the constituent University and the affiliated Colleges detailed in Appendix III, Annex 4. CARRIED BG.97-15 Long Distance Telephone Services It was moved by C. Weldon, seconded by W. Gibson, That the University negotiate a 3 year agreement with ACC TelEnterprises to provide long distance telephone services to the corporate University. CARRIED BG.97-16 MBA Program Admission Confirmation Deposit and Deferral Deposit It was moved by C. Weldon, seconded by C. Keith, That the MBA admission confirmation deposit paid in the spring be increased from $300 to $500 starting with the class entering in September 1997. That a second confirmation deposit of $500, payable no later than August 1 for students who reconfirm their intent to register in the MBA Program, be introduced starting with the class entering in September 1997. That a $500 deferred admission deposit be instituted for those applicants who are accepted into the MBA Program who wish to defer their admission for one year on the grounds of extenuating circumstances. In response to concerns that the non-refundable deposit of $1,000 is excessive, Dr. Moran advised that MBA programs are expensive to operate and consequently a firm commitment is required from students. Moreover, the Ivey School wants early acceptances from the very best applicants for its MBA program because the market is extremely competitive. Sending out offers of acceptance to the next best MBA applicants in late August is usually futile because it is most likely that those students will have accepted offers from other institutions. The question was called and CARRIED. BG.97-17 Tuition Deposit: Graduate Program in Orthodontics It was moved by C. Weldon, seconded by W. Gibson, That a $1000 non-refundable tuition deposit be established for students accepted into the graduate program in Orthodontics (MClD). CARRIED BG.97-18 Chemistry Building: Fumehood and Mechanical Upgrade Project, Phase III - Award of Contract An update on the Award of Contract for the Fumehood and Mechanical Upgrade Project, Phase III, detailed in Appendix III, pages 8-9, was received for information. BG.97-19 Report on Investments See Appendix III, Information Item 2. BG.97-20 Report on Scholarships See Appendix III, Information Item 3. REPORT OF THE PENSION BOARDS [Appendix IV] BG.97-21 Pension Improvements for Retirees The following correction (to change the following date to December 31, 1981) was made to page 3 of the document "Ad Hoc Improvements in Pension Benefits for U.W.O." J.) January 1, 1992: ...all persons who retired between Jan. 1 and December 31, 1981. BG.97-21a Pension Improvements for Retirees under the Administrative Staff Pension Plan It was moved by S. Desmond, seconded by W. Gibson, That the Board of Governors authorize an ad hoc improvement, effective January 1, 1997, to all retirees under the Administrative Staff Pension Plan who retired on or before December 31, 1983, as Special Members of the Pension Plan, and surviving spouses, to be funded from the surplus funds in the Administrative Staff Pension Plan. The schedule for the increases would be: Maintain 68% Purchasing Power:  For those who retired in 1980 or earlier, 6.838%  For those who retired in 1981, 6.832%  For those who retired in 1982, 6.945%  For those who retired in 1983, 1.083% CARRIED BG.97-21b Pension Improvements for Retirees under the Academic Staff Pension Plan It was moved by S. Desmond, seconded by W. Gibson, That the Board of Governors authorize an ad hoc improvement, effective January 1, 1997, to all retirees under the Academic Staff Pension Plan who retired on or before December 31, 1983, as Special Members of the Pension Plan, and surviving spouses, to be funded from the surplus funds in the Academic Staff Pension Plan. The schedule for the increases would be: Maintain 70% Purchasing Power:  For those who retired in 1980 or earlier, 9.981%  For those who retired in 1981, 9.974%  For those who retired in 1982, 10.09%  For those who retired in 1983, 4.056% CARRIED REPORT OF THE SENIOR OPERATIONS COMMITTEE BG.97-22 Delegation of Signing Authority - Faculty Action Forms It was moved by C. Weldon, seconded by M. Lennon, Pursuant to By-Law No. 1 (sec. I.2.), Special Resolution No. 2 and Special Resolution No. 10, that the President be authorized to delegate signing authority as detailed in Appendix V, Annex 1. CARRIED BG.97-23 Identification and Selection of External Appointees to the Board of Governors Development and implementation of procedures for the identification and selection of external appointees to the Board of Governors in response to the Joint Board/Senate Committee to Review the UWO Act is underway. In 1994, the Board approved guidelines for the appointment of external Board members in response to a request from the Minister of Education and Training. This document and suggestions and observations made during the November 1996 Board Retreat will be the foundation for a response to the recommendation of the UWO Act Committee which the Senior Operations Committee expects to bring forward in March 1997. ITEMS REFERRED BY SENATE BG.97-24 Appointments Procedures: Presidential Selection Committee Pursuant to a recommendation of the Joint Board/Senate Committee to Review the UWO Act, it was moved by C. Weldon, seconded by W. Gibson, That a new section -- T. President & Vice-Chancellor -- be added to Appointments Procedures with the following composition and terms of reference for a Presidential Selection Committee: T. PRESIDENT & VICE-CHANCELLOR Composition of Selection Committee Pursuant to Section 19(a) of the UWO Act, a committee to select a President & Vice-Chancellor shall consist of: (a) five members of the Board of Governors, named by the Board (b) five persons named by the Senate, at least one of whom must be a student Procedure 1. The Chair of the Board of Governors shall convene the Committee. 2. The Committee shall select its own Chair. 3. The Committee shall determine its own procedure. 4. The Chair shall undertake negotiations with prospective candidates. 5. Any recommendation of the Committee shall be made in writing signed by at least eight members and delivered to the Board within nine months of the date on which the Board names five members to the committee or the date on which the Board requests the Senate to name five persons to the committee, whichever date is later, and, failing a recommendation within that period, the Board may appoint the President. Asked if consideration was given to allocating a seat on the Selection Committee for a staff representative, Dr. Davenport advised that the debate surrounding this recommendation dealt specifically with the issue of student representation on the Selection Committee. He acknowledged that while both the Board and Senate have the ability to name a staff and student representative, it is reasonable for the Senate to name a student member. The question was called and CARRIED. BG.97-25 Withdrawal of the Combined BScN Program for Registered Nurses/Primary Health Care Nurse Practitioner Certificate Program It was moved by P. Davenport, seconded by C. Weldon, That the Combined BScN Program for Registered Nurses/Primary Health Care Nurse Practitioner Certificate Program be discontinued, effective June 30, 1999. CARRIED BG.97-26 Graduate Degree and Program Designation - Department of Anatomy & Cell Biology See Appendix VI, Information Item 1. BG.97-27 Spring Convocation 1997 The dates and order of Spring Convocation 1997 were provided for information in Appendix VI, page 3. BG.97-28 Report of the Academic Colleague See Appendix VI, Annex 1. BG.97-29 Appointments See Appendix VI, Information Item 4. QUESTIONS FROM MEMBERS BG.97-30 Attendance at Committee Meetings Referring to the notice of a motion that will set standards of attendance at Board meetings [BG.97-07], Mr. Keith asked whether the Board will consider adopting a policy for committee attendance similar to one recently adopted by Senate. The Secretary agreed to put this on the next agenda of the Coordinating Committee for consideration. She explained that Senate's new policy is that the seat of an appointed or elected member of a committee may be declared vacant by Senate if the member is absent from three regular meetings of that committee during a membership year. BG.97-31 Changes to the Legislation Concerning Workplace Health Referring to the Report of the Academic Colleague contained in Appendix VI, Ms. Desmond asked for further details about COU's statement that it has made representations to the government to ensure that changes to legislation concerning workplace health and safety will consider the unique needs of universities. Dr. Davenport took the question under advisement, but said that the government often makes adjustments to the standard legislation in matters such as freedom of information and workplace health and safety because of the particular needs of universities. ____________________ ____________________ W.W. Peel J.K. Van Fleet Chair Secretary