Faculty Handbook Section 1: University Government

Section 1 of the Faculty Handbook provides an overview of the key elements in the University’s governance framework, including the Board, the Senate, the Chancellor, the University’s senior administration, the faculty association and the student unions. Many of the original provisions of Section 1 are now found in University policy or have been placed under the purview of the President, in Section IV of the Faculty Handbook. However, the section remains as an introduction to the governance structure and as a reference point for related provisions and procedures.

1. The Board of Trustees

1.1 Composition of the Board

1.1.1 The Board shall consist of,

a) the Chancellor ex officio;

b) the President and Vice-Chancellor ex officio;

c) such number of members, not exceeding thirty nor less than twenty as may be prescribed by bylaw of the Board, elected or appointed for a term of up to four years in the manner prescribed by bylaw of the Board, and of whom three shall be members of the faculty elected by Senate.

(Brock Act: Article 7)

1.2 Powers of the Board

1.2.1

“Except as to such matters specifically assigned by this Act to the Senate, the government, conduct, management and control of the University and of its property, revenues, expenditures, business and affairs are vested in the Board, and the Board has all powers necessary or convenient to perform its duties and achieve the objects and purposes of the University, including, but without limiting the generality of the foregoing, power,

a) following consultation with Senate, to appoint and remove the President and Vice-Chancellor;

b) to appoint and remove the Vice-Presidents, the head and associate heads of faculties and colleges, other than affiliated colleges of the University, and the professors and other members of the teaching staff of the University, provided that all such appointments of the Board shall be made from among such persons as may be recommended by the President and Vice-Chancellor, and to appoint and remove all other officers, agents and servants of the University;

c) to fix the number, duties and salaries and other emoluments of the officers, clerks, employees, agents and servants of the University;

d) to appoint an Executive Committee and such other committees as it deems desirable, and to delegate to any such committee any of the powers of the Board;

e) to borrow money for the purposes of the University, and give security therefore on such terms and in such amounts as it deems advisable;

f) to make bylaws and regulations for the conduct of its affairs, including the fixing of a quorum, the election or appointment of its members and the filling of vacancies.”

(Brock Act: Article 11)

1.3 Functioning of the Board

1.3.1 ByLaws

Rules governing the functioning of the Board are contained in a document entitled “Brock University Board of Trustees – Bylaw #1”

1.3.2 Election of Members

a) The Board of Trustees shall consist of:

i) 18 lay members elected for three-year terms. 1971, 1981, 1994, 2015, 2017

ii) two faculty members elected by Senate for three-year terms, and the Chair of Senate for a one-year term. 1971, 1977, 1981, 2005

iii) two undergraduate student members elected by the undergraduate student body for two-year terms under the same election procedures and eligibility requirements as are used to elect undergraduate student Senators pursuant to FHB II: 5.1 through 5.5 as approved and amended by Senate, and one graduate student member elected by the graduate student body for a one or two-year term, corresponding to the student’s term of study, under the same election procedures and eligibility requirements as are used to elect graduate student senators pursuant to FHB II: 5.6 through 5.10 approved and amended by Senate. 1971, 1981, 2002

iv) two ongoing members elected by the ongoing staff under the election procedures prescribed in Bylaw 44; 1994, 2015, 2017

v) The Chancellor, ex officio. 1981

vi) The President and Vice-Chancellor, ex officio. 1981

In addition, the Vice Presidents are officially designated resource personnel and, as such, are expected to attend all Board meetings, and Committee meetings as appropriate. 1998, 2005, 2007

b) The retirement date shall be June 30th of each year. 1965, 1971.

c) i) Normally, no member of the Board may be elected thereto for more than two (2) consecutive terms unless:

a) such member is the Immediate Past Chair, Chair, Chair-Elect or a Vice-Chair of the Board, in which case election for an additional fraction of term as necessary to enable such member to fulfil their responsibilities is permissible. 1971, 1996, 2007.

b) such member has been elected or appointed to the Board to fill a vacancy created by the retirement, death or expulsion of a Board member for the balance of that Board member’s term, in which case election for a third term is permissible; 1980, 2001.

ii) A former member may qualify for re-nomination after a period of at least one (1) year. 1971

a) Each year, at its April meeting, the Board shall hear the names of those members described in Article 4 (a) (i), (ii), (iii) and (iv) above whose terms expire during the current year. These names shall be recorded in the Official Minutes of that Board meeting. 1965, 1971, 1994, December 2000

b) At its Annual meeting the Board shall receive from a Committee appointed for this purpose (hereinafter referred to as the Governance/Nominating Committee) a slate of nominations for Board membership which shall include:

i) names of candidates for Board membership that may be proposed by the Governance/Nominating Committee;

ii) in addition to the names in (i) above the Board shall receive, after the appropriate elections, the names of the two faculty members elected to the Board by Senate and the Chair of Senate ex officio (2005); the three student members elected to the Board by the student body; and the three ongoing staff members elected to the Board by the ongoing staff. 1971, 1994, 2017

c) Fourteen (14) days before the Annual Meeting of the Board the Secretary shall distribute to the members of the Board a copy of the slate of nominations for the members of the Board, other than the three faculty members, the three student members and the two ongoing staff members, to be submitted to the Annual Meeting by the Governance/Nominating Committee. 1971, 1994, 2015, 2017

Not less than seven (7) days prior to the Annual Meeting, the Secretary may receive further written nominations signed by at least two members of the Board providing that a signed statement of the nominee/s is included indicating that they are willing to serve. 1971.

Seven (7) days before the Annual Meeting of the Board the Secretary shall distribute any additional nominations received to the members of the Board. 1971.

d) The election may be by resolution of the Board adopting the whole or any part of the report of the Governance/Nominating Committee or by a show of hands. 1965, 1971.”

[By-Law 4]

1.3.3 Officers of the Board

A. Chair and Chair-Elect

The Board shall elect a Chair from among its members. (Act: Article 9.) The election may be by resolution of the Board adopting the whole or any part of the report of the Governance/Nominating Committee or by a show of hands. 1965, 1971, 1996.

The term of Office of the Chair shall be two years, renewable for an additional one or two year term at the discretion of the Board. The decision to renew the term of the Chair and the length of the renewed term shall be considered by the Board at the Annual Meeting at the end of the Chair’s first year in their initial term. 1996, 2002, 2011,2015.

At its Annual Meeting prior to the start of a Chair’s final year in office, the Board shall elect a Chair-Elect (who may serve concurrently as Vice-Chair) who will assist the Chair in the execution of their duties and who will normally be nominated to serve as the next Chair. The term of office of the Chair-Elect shall be one year. 1996, 1999, 2001, 2002.

[By-Law 8]

B. Vice-Chair

At its Annual Meeting, and after its election, the Board may elect one Vice-Chair of the Board from among its members, elected for a one-year term renewable, who would be an ex officio member of all Board Committees but would not be a Chair of a Standing Committee. The election may be by resolution of the Board adopting the whole or any part of the report of the Governance/Nominating Committee or by a show of hands. 1965, 1971, 1996; note: effective July 1, 2007 the Bylaws were amended to indicate one Vice-Chair of the Board).

In the event that a Vice-Chair of the Board is not appointed and there is a temporary absence of the Chair of the board, the Immediate Past Chair or their designate would act as the Chair.

In the event that a Vice-Chair of the Board is not appointed and it is anticipated that there will be a prolonged absence of the Chair of the Board, the Governance/Nominating Committee will nominate and recommend to the Board of Trustees a lay member of the Board to be appointed to serve as interim Chair or as Chair for the remainder of the term.

[By-Law 9]

C. Secretary

The Board shall appoint a Secretary who shall serve at its pleasure. 1965, 1971.

[By-Law 10]

1.3.4 Meetings

Regular meetings of the Board shall normally be held each year in the months of September, November, February, April and June. Meetings shall be held at such place as the Board may determine. Notice of regular meetings shall be mailed to each member not less than seven days before the meeting is to take place, or delivered or sent by facsimile or other electronic means not less than four days before the meeting is to take place. In either case, materials for such meetings shall be submitted to the Secretary at least two days prior to the date for distribution. 1965, 1976, 1998, September 2000, December 2000.

An annual orientation session will be held in September and an annual strategic issues discussion will be held in January. (2007)

[By-Law 14(a)]

1.3.5 Quorum

Two-fifths of the Board members shall form a quorum for the transaction of business, provided that lay members constitute a majority of those present. 1994

1.3.6 Open and Private Meetings

i) Subject to sub-paragraphs (ii), (iii) and (iv) below, meetings of the Board will be open to members of the public. Admission will be on a first-come, first-admitted basis subject to the limitations of available space. 1971, 1976.

ii) The following shall normally be the items which may be considered by the Board in private:

a) personnel matters; 1971

b) matters relating to property acquisition; 1971 and

c) legal matters affecting operation of the University. 1971

In addition the Board may at any time decide, by a majority vote of those present and voting, that the whole of a meeting or any part of a meeting be held in private. 1971.

iii) At the conclusion of a private meeting or the private part of a meeting a public announcement of any decision/s may be made following the meeting or when the Board resumes its public session. 1971.

iv) Documents to be presented at meetings of the Board, except those mentioned in (ii) above, shall normally be regarded as available to members of the Brock University community, and shall be available for reading and consultation in the office of the Secretary. Notwithstanding this provision, the Chair and Secretary may declare a document confidential. Such a confidential document shall be made available in advance only to members of the Board and shall be discussed in private, if the Board so decides, subject only to the limitation in (iii) above. 1971.

[By-Law 14(c)]

1.4 Committees of the Board

1.4.1 Types of Committees

The Committees constituted by the Board shall be either

i) Standing Committees, being those Committees whose duties are normally continuous; 1965, 1971, 1998.

ii) Special Committees, being those Committees appointed for specific duties of a non-recurrent nature, whose powers will expire with the completion of the task assigned. 1965.

(By-Law 24(a))

1.4.2 Standing Committees – Terms of Reference

a) Executive Committee

There shall be an Executive Committee of the Board to be called the “Executive Committee”. (1965)

b) The Executive Committee shall hold office for one year only and shall consist of the following:

i) the Chair of the Board;

ii) the Chair-Elect of the Board (if that office has been filled);

iii) the Vice-Chair of the Board (who may also be the Chair-Elect);

iv) the immediate past Chair of the Board;

v) the Chairs of the Financial Planning and Investment Committee, the Human Resources Committee, the Strategic Planning Committee, the Audit Committee and the Capital Infrastructure Committee;

vi) the longest serving faculty trustee;

vii) the longest serving student trustee (in the case of two students serving for the same length of time, the Governance/Nominating Committee shall select the Executive Committee member); and

viii) the longest serving staff trustee.

(1965, 1971, 1976, 1984, 1994, 1996, 1998, 1999, 2000, 2003, 2007, 2012,2013,2015)

c) In addition to the above, the Chancellor and the President shall be ex officio members of the Executive Committee. (1971)

d) Meetings shall be held as required and at the call of the Chair of the Committee. (2012)

e) The Chair of the Board shall be Chair of the Executive Committee and in their absence either the Chair-Elect or the Vice-Chair of the Board shall preside.

(1965, 1996,1999)

f) The Secretary shall act as Secretary of the Executive Committee. In the event of their absence, the Secretary or the Committee shall appoint another person to act as Secretary. (1965, 1971)

g) The Executive Committee shall possess and may exercise (subject to any regulations which the Board may from time to time impose) all the powers of the Board in the management of the affairs of the University (save and except only such acts as must by law be performed by the Board itself), in such manner as the Executive Committee shall deem best for the interests of the University in all cases in which specific directions shall not have been given by the Board.

(1998, 2000,2012)

h) Subject to any regulations imposed from time to time by the Board, the Executive Committee shall have power to determine its quorum at not less than a majority of its members, provided that lay members constitute a majority of those present, and may determine its rules of procedure from time to time.

(1965, 1971,1994)

b) Governance/Nominating Committee

There shall be a Governance/Nominating Committee of the Board which assists the Board in providing oversight of the University’s:

a) governance structure, bylaws and best practices;

b) methods for the recruitment and nomination of lay members; and

c) processes for evaluating the effectiveness of the Board, its Committees and members.

Detailed responsibilities for the Committee are outlined in its Charter.

Regular meetings of the Committee shall be held throughout the year at the call of the Chair and normally before each Board meeting. Additional meetings shall be held at the call of the Chair. A majority of the members of the Committee shall constitute a quorum.

1965, 1971, 1997, 1998, 1999, September 2000, 2007, 2012,2013

c) Financial Planning and Investment Committee

There shall be a Financial Planning and Investment Committee of the Board which assists the Board in providing oversight of:

a) all matters pertaining to the University’s financial affairs, including (but not restricted to) operating and capital financial planning, borrowing, investments, tuition and other fees; and

b) monitoring of the University’s compliance with applicable laws and regulations.

Detailed responsibilities for the Committee are outlined in its Charter.

(1987, 1998, 2000, 2001, 2010, 2011, 2012, 2013, 2015)

d) Human Resource Committee

There shall be a Human Resource Committee of the Board which assists the Board in providing oversight of:

a) employee salary, benefits and compensation arrangements;

b) human resources strategies and policies;

c) compliance with human resource related laws and regulations; and

d) any other matters referred to it by the Board, the Executive Committee or the President.

Detailed responsibilities for the Committee are outlined in its Charter.

(2015)

e) Pension Sub-Committee

The Board of Trustees shall appoint a Pension Committee, which shall be a sub-committee of the Human Resources Committee of the Board. The terms of reference of the Pension Committee are as follows:

i) to keep the Brock University Pension Plan under review, and to study matters of interest to members of the Plan and to take account of their impact on the Plan and to make recommendations to the Human Resources Committee for any changes to the Plan; and (2012,2015)

ii) to maintain a review of the investment performance of the Trust Fund.

f) University and Community Experience Committee

The University and Community Experience Committee is responsible for the review and oversight of the institutional strategic plan. The Committee shall make recommendations to the Board of Trustees or the Executive Committee regarding the plan and also a) on all matters relating to fund raising for any purpose; b) on the development and maintenance of sound internal and external relationships within the University community, with government and with the community at large; c) on matters pertaining to alumni affairs; and d) on any other matters referred to it by the Board or the Executive Committee and the President insofar as they pertain to the responsibilities of the Board. (2000, 2002, 2008, 2012, 2013)

The Committee shall review and approve all University policies related to its purview.

Regular meetings of the University and Community Experience Committee shall be held throughout the year at the call of the Chair and normally before each Board meeting. A majority of the members of the Committee shall constitute a quorum.

December 2000; 2002; 2012,2013,2018

Meetings of the Committee will normally be open to members of the public with the exception of in camera and private sessions as called by the Chair. The Chair of the Committee may at any time excuse invited guests or members of the public from the whole of a meeting or any part of a meeting to discuss confidential matters within its mandate. (2014)

g) Capital Infrastructure Committee

There shall be a Capital Infrastructure Committee of the Board which assists the Board in providing oversight of:

a) all matters pertaining to the capital assets of the University;

b) proposed new additions, including expropriations, to present holdings of buildings and land or their disposal;

c) the physical condition and needs of the University’s infrastructure;

d) the physical and architectural accessibility of the University’s built environment;

e) all matters pertaining to information technology infrastructure.

Detailed responsibilities for the Committee are outlined in its Charter.

Regular meetings of the Committee shall be held throughout the year at the call of the Chair and normally before each Board meeting. A majority of the members of the Committee shall constitute a quorum.
December 2000; 2002, 2012,2013

h) Audit Committee

The Audit Committee will make recommendations to the Board of Trustees and assist the Board in its monitoring of the University’s:

a) financial reporting and disclosure;

b) risk management; and

c) compliance with applicable laws and regulations.

The Audit Committee charter is a separate document which outlines the detailed responsibilities and terms of reference of the Audit Committee as approved by the Board of Trustees. The Audit Charter includes the specific procedures and relationship with respect to the external auditors.

The Committee shall review and approve all University policies related to its purview.

i) Special Committees

The Board may from time to time appoint Special Committees. Unless specifically provided by the resolutions by which they are constituted, such committees shall automatically be dissolved on the date of the first meeting of the Board in the year next following that in which they were appointed. Such committees may, at the discretion of the Board, be reappointed with the same or different membership. Except to the extent that the resolutions by which they are constituted may otherwise specifically provide, the appointment of such Special Committees and the conduct of their activities shall be as provided in Bylaws 24 and 33. 1965, 1971.

1.5 Board of Trustees

Board of Trustees Membership

1.6 Members of Board Committees

Board Committees

2. The Chancellor

2.1 Statutory Provisions Concerning the Chancellor

2.1.1 “Following consultation with the Board, the Senate shall elect a Chancellor who shall be the titular head of the University, who shall confer all degrees and diplomas and who shall, subject to the will of the Senate, hold office for three years or until their successor is elected.” [For the Senate bylaws concerning the election of the Chancellor, see FHB 2:2]

[Brock Act: Article 15]

2.1.2 The Chancellor is, ex officio, a member of the Board of Trustees and of the Senate.

[Brock Act: Articles 7 & 12]

3. The President and Vice-Chancellor

(Refer to Section 1 of the Policy on the Appointment and Reappointment of the President and Vice-Presidents)

[Senate 644]

4. The Senate

4.1 Statutory Provisions Concerning the Senate

4.1.1 “There shall be a Senate of the University composed of,

(a) the Chancellor ex officio;

(b) the President and Vice-Chancellor ex officio;

(a) such number elected by and from the full-time teaching staff as shall always constitute a majority;

(d) such other persons elected or appointed as the Senate determines.”

[Brock Act: Article 12]

4.1.2 “The Senate is responsible for the educational policy of the University, and, with the approval of the Board insofar as the expenditure of funds is concerned, may enact by-laws and regulations for the conduct of its affairs, and, without limiting the generality of the foregoing, has power,

(a) (Repealed, 1971, c. 107, s.7).

(b) to control, regulate and determine the educational policy of the University and to be concerned with all matters that affect the welfare of the University;

(a) to take part in the planning and development of the University;

(b) to establish, subject to the concurrence of the Board, any Faculty, School, Institute, Department, Chair or course;

(c) to determine the courses of study and standards of admissions to the University and continued membership therein, and qualifications for degrees and diplomas;

(d) to conduct examinations and appoint examiners;

(e) to deal with all matters arising in connection with the awarding of fellowships, scholarships, bursaries, medals, prizes and other awards;

(f) to confer the degrees of Bachelor, Master and Doctor, and all other degrees and diplomas in all branches of learning that may appropriately be conferred by a University;

(g) to confer honourary degrees in any department of learning;

(h) to create faculty councils of committees and committees generally to exercise its powers;

(i) advise the Board in respect of the operating budget’s consistency with academic policy

(j) to advise the Board as to what buildings and other facilities are required to meet the needs of the University

(k) to advise the President in respect of procedures for the appointment of members of the academic staff and the conditions under which promotions, tenure or leaves shall be granted, or appointments shall be terminated.”

[Brock Act: Article 13]