University Secretariat and Legal Counsel

University Secretariat and Legal Counsel

site header

BY-LAW NO. 1

Composition, election and term of the Board of Trustees

(As approved by the Board of Trustees May 2012, amended May 2013, May 2014 and December 2014) 

 


Table of Contents 

 

BE IT ENACTED as a by-law of the University as follows: 

Definitions

The following definitions are meant to capture an individual’s primary relationship with Queen’s University and are used to determine who is eligible to nominate, to vote for or to stand as a nominee for a vacancy on the Board of Trustees. In circumstances where a nominee appears to fall into more than one category, the Governance and Nominating Committee of the Board shall make the final determination about eligibility. 

Faculty - In this By-Law, “faculty” means individuals who are members of the QUFA bargaining unit as defined from time to time and all other faculty with academic rank of assistant professor or above. 

Staff - In this By-Law, “staff” means individuals employed at Queen’s University for more than 14  hours a week in any capacity and who are not faculty or students at Queen’s University. 

Student - In this By-Law, “student” means individuals who are, or who are eligible to be, members either of the Alma Mater Society (AMS) or of the Society of Graduate and Professional Students (SGPS) at Queen’s University and who are not faculty or staff.

Back to Top

Board of Trustees

  1. A Board of Trustees shall supervise the management of the activities and affairs of the University in accordance with the provisions of the Royal Charter, 1841, as amended.

  2. The Board of Trustees shall be comprised of not more than twenty-five trustees (inclusive of the ex officio positions of Principal, Chancellor and Rector) two of whom shall be elected by the students (AMS and SGPS Trustees), two of whom shall be elected by the staff (Staff Trustees), two of whom shall be elected by the faculty (Faculty Trustees), six of whom shall be elected or appointed by the University Council (University Council Trustees) and up to ten of whom shall be appointed by the Board of Trustees (Board Trustees).

  3. Trustees shall be elected, or appointed, in accordance with the provisions of this By-Law, who shall be fiduciaries of the University, acting in the best interests of the University, as a whole, and not as representatives of any one constituency.

  4. Election of Trustees by the Faculty

    1. The faculty shall elect a member of the Board of Trustees from the faculty (“Faculty Trustee”) every two years (for a total of two Faculty Trustees) in accordance with the following provisions.

    2. Prior to the election, each member of the faculty shall have the right to nominate one nominee for each faculty vacancy on the Board of Trustees. Faculty members on the executive of the Queen’s University Faculty Association (QUFA) or serving as members of Senate will be eligible for nomination and election, subject to subsection 12 below. No nominee will be considered eligible unless nominated by at least five faculty members. Nominations shall be invited by the University Secretary according to a process developed and publicized by the University Secretary. In order to be valid, nominations shall be in writing and signed by the faculty member or submitted on-line when this option is available, and must be received on or before the date specified by the University Secretary.

    3. The nominations that have been received on or before the date announced for the close of nominations shall be verified and tabulated under the supervision of the University Secretary on the next working day.

    4. The University Secretary shall immediately notify the eligible nominees. Any nominee may, on or before the date specified, inform the University Secretary in writing of his or her desire to withdraw his or her name as a nominee. If, on the date specified, there is only one nominee, that nominee shall be declared elected by acclamation. If there is more than one nominee, the names of those nominees shall be announced and an election will be held on a date and in a manner to be specified by the University Secretary. If there are no nominees, future nominations and a subsequent election will take place on a date to be determined by the University Secretary.

    5. The election of the Faculty Trustee shall be conducted in a manner and on a date determined by the University Secretary. A faculty member shall vote for only one nominee for each vacancy.

    6. In order to be valid, ballots shall be completed and returned on or before the date specified. The ballots shall be verified and tabulated under the supervision of the University Secretary on the next working day. A tie shall be broken by lot.

    7. The University Secretary shall immediately notify the successful nominee and publish the election results specifying the date upon which the elected faculty member will take office.

    8. Any vacancy in the position of Faculty Trustee caused by death, incapacity, resignation, removal from office, assumption of a position on the (QUFA) Executive or the Senate, or cessation of employment, shall be filled at the next election by the faculty in accordance with the provisions set out in section 4, provided such election occurs within six months from the date of vacancy. Otherwise, the University Secretary shall announce a separate call for nominations for the vacant position and an election shall take place on a date specified and publicized and the procedures for nomination and election shall be in accordance with the provisions of subsections 4(1) through (6). Any Faculty Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will not count as a term for the purposes of subsection 4(9).

    9. Faculty Trustees shall serve for terms of up to three years commencing on June 1 following the acclamation or election, and shall retire from office on May 31. A Faculty Trustee shall be eligible for re-election to the Board of Trustees provided he or she is still a faculty member and has not served on the Board of Trustees for three consecutive terms, unless the Faculty Trustee served as Chair or Vice-Chair during that period, in which case he or she is entitled to be re-elected for a further term.

    10. Subject to subsection 4(9) the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

    11. After a break of at least one year, a faculty member whose eligibility for re-election expired per subsection 4(10) and is otherwise qualified is eligible to be re-elected to the Board of Trustees.

    12. Faculty members on the executive of QUFA or serving as members of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of the Queen’s University Faculty Association or on the Senate.
  5. Election of Trustees by the Staff

    1. The staff shall elect a member of the Board of Trustees from the staff (“Staff Trustee”) every two years (for a total of two Staff Trustees) in accordance with the following provisions.

    2. Prior to the election, each member of the staff shall have the right to nominate one nominee for each staff vacancy on the Board of Trustees. Staff members on the executive of an association or union representing Queen’s staff or serving as members of the Senate will be eligible for nomination and election, subject to subsection 5(12) below. No nominee will be considered eligible unless nominated by at least five staff members. Nominations shall be invited by the University Secretary according to a process developed and publicized by the University Secretary. In order to be valid, nominations shall be in writing and signed by the staff member or submitted on-line when this option is available, and must be received on or before a date specified by the University Secretary.

    3. The nominations that have been received on or before the close of nominations shall be verified and tabulated under the supervision of the University Secretary on the next working day.

    4. The University Secretary shall immediately notify the eligible nominees. Any nominee may, on or before the date specified, inform the University Secretary in writing of his or her desire to withdraw his or her name as nominee. If, on the date specified, there is only one valid nomination, that nominee shall be declared elected by acclamation. If there is more than one nominee, the names of the nominees shall be announced and an election will be held. If there are no nominees, future nominations and an election will take place at a time to be determined by the University Secretary.

    5. The election of the Staff Trustee shall be conducted in a manner and on a date determined by the University Secretary. A staff member shall vote for only one nominee for each vacancy.

    6. In order to be valid, ballots shall be completed and returned on or before the date specified. The ballots shall be verified and tabulated under the supervision of the University Secretary on the next working day. A tie shall be broken by lot.

    7. The University Secretary shall immediately notify the successful nominee and publish the election results specifying the date upon which the elected staff member will take office.

    8. Any vacancy in the position of Staff Trustee caused by death, incapacity, resignation, removal from office, assumption of a position on the Executive of an association or a union representing Queen’s staff or serving as a member of the Senate, or cessation of employment, shall be filled at the next election by the staff in accordance with the provisions set out in this section 5, provided such election can occur within six months from the date of the vacancy. Otherwise, the University Secretary shall announce a separate call for nominations for the vacant position and an election shall take place on a date and in a manner specified and publicized by the Secretary. Any Staff Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated, and that period will not count as a term for the purposes of subsection 5(9).

    9. Staff Trustees shall serve terms of up to three years commencing on June 1 following the election, and shall retire on May 31. Staff Trustees shall be eligible for re-election to the Board of Trustees provided they are still members of the staff and have not served on the Board of Trustees for three consecutive terms, unless he or she served as Chair or Vice-Chair of the Board during that period, in which case he or she may then be re-elected for one further term.

    10. Subject to subsection 5(9) the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

    11. After a break of at least one year, a staff member whose eligibility for re-election expired per subsection 5(10) and is otherwise qualified is eligible to be re-elected to the Board of Trustees.

    12. Staff members on the executive of an association or union representing Queen’s staff or serving as members of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of an association or union representing Queen’s staff or on the Senate.
  6. Election of the Trustee by the Members of the Society of Graduate and Professional Students of the University

    1. The SGPS shall elect one member of the Board of Trustees from the membership of the SGPS (“SGPS Trustee”) for a term of up to two years through a process that is in accordance with the provisions of the SGPS by-laws. A student who is a member of the executive of the SGPS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate, will be eligible for nomination and election, subject to subsection 6(6).

    2. The President of the SGPS shall report the election result to the University Secretary.

    3. When a vacancy in the position of the SGPS Trustee has occurred or is imminent, due to death, incapacity, resignation, removal from office, assumption of a position on the SGPS Executive, or change in student status, the President will invite nominations for the position of SGPS Trustee and an election will take place in accordance with SGPS by-laws. An SGPS Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will count as a term for the purposes of subsection 6(5).

    4. The SGPS Trustee shall serve for up to two years commencing on June 1 following the election, and shall retire from office on May 31. The SGPS Trustee so elected shall hold office only while registered as a graduate or professional student and member of the SGPS, and shall be considered to have resigned from office upon withdrawal or graduation from the University.

    5. The SGPS Trustee shall be eligible for re-election to the Board of Trustees, provided he or she is registered as a graduate or professional student and member of the SGPS and has not served on the Board of Trustees for three consecutive terms.

    6. Students who are members of the executive of the SGPS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of the SGPS, or the executive of a union representing Queen’s employees or on the Senate.
  7. Election of the Trustee by the Members of the Alma Mater Society

    1. The AMS shall elect one member of the AMS to the Board of Trustees (“AMS Trustee”) for up to two years through a process that is in accordance with the AMS by-laws. A student who is a member of the executive of the AMS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate, will be eligible for nomination and election, subject to subsection 7(6).

    2. The President of the AMS shall report the election result to the University Secretary.

    3. When a vacancy in the position of AMS Trustee has occurred or is imminent, due to death, incapacity, resignation or removal from office, assumption of a position on the AMS Executive, or change in student status, the University Secretary shall immediately notify the AMS President. The President will then invite nominations for the position of Trustee and an election to fill the vacancy will take place in accordance with AMS by-laws. An AMS Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will count as a term for the purposes of subsection 7(5).

    4. The AMS Trustee shall serve for up to two years commencing on June 1 following the election, and shall retire from office on May 31. The AMS Trustee shall hold office only while registered as an undergraduate student and as a member of the AMS, and shall be considered to have resigned from office upon withdrawal or graduation from the University.

    5. The AMS Trustee shall be eligible for re-election to the Board of Trustees provided he or she is a registered student and member of the AMS and has not served on the Board of Trustees for three consecutive terms.

    6. Students who are members of the executive of the AMS, or the executive of a union representing Queen’s employees, or serving as a member of the Senate who have been elected to the Board of Trustees shall, prior to June 1 in the year of their election, resign such position(s) and shall not, for the duration of their tenure of service on the Board of Trustees, serve on the executive of the AMS, or the executive of a union representing Queen’s employees or on the Senate.
  8. University Council Trustees

    1. University Council shall elect two “University Council Trustees” to the Board of Trustees every year for a total of six University Council Trustees in accordance with University Council by-laws. The University Council Trustees shall serve for a term of up to three years.

    2. Current faculty, staff or students of Queen’s University are not eligible to be elected to the Board of Trustees as a University Council Trustee.

    3. When a vacancy in the position of University Council Trustee occurs due to death, incapacity, resignation or removal from office, the vacancy shall be filled in accordance with University Council by-laws. A University Council Trustee so elected shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period will not count as a term for the purposes of subsection 8(5).

    4. The University Council Trustees shall serve up to three-year terms commencing on June 1 following the election and shall retire from office on May 31. A University Council Trustee is eligible for re-election to the Board of Trustees, provided he or she has not served on the Board of Trustees for three consecutive terms and he or she continues to meet the eligibility provisions set out by University Council, unless that person is Chair or Vice-Chair of the Board, in which case, he or she may be re-elected for one further term not exceeding three years.

    5. Subject to subsection 8(4), the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

    6. After a break of at least one year, a University Council Trustee whose eligibility for re-election has expired per subsection 8(5) is eligible to be re-elected by the University Council if he or she continues to meet the eligibility provisions set out by University Council.
  9. Board of Trustees

    1. The Board of Trustees shall appoint “Board Trustees” from time to time on the recommendation of the Governance and Nominating Committee, for a total of not more than ten trustees, each for up to a three-year term.

    2. Current faculty, staff or students of Queen’s University are not eligible to be appointed as Board Trustees.

    3. Any vacancy in the position of Board Trustee caused by death, incapacity, resignation or removal from office shall be filled by the Board of Trustees on the recommendation of the Governance and Nominating Committee. A Board Trustee so appointed shall serve for the balance of the period remaining in the term of the individual whose position has been vacated and that period shall not count as a term for the purposes of subsection 9(4).

    4. Board Trustees shall serve terms of up to three years commencing on June 1, and shall retire on May 31. A Board Trustee shall be eligible for re-election to the Board of Trustees provided he or she has not served on the Board of Trustees for three consecutive terms, unless that person is Chair or Vice-Chair of the Board. If Vice Chair, he or she may be re-elected for one further term not exceeding three years and, if Chair, he or she may be re-elected for such further terms or partial terms, not exceeding three years each, as are necessary to complete the duration of his or her term of appointment as Chair.

    5. Subject to subsection 9(4) above, the maximum length of service shall be nine consecutive years, provided that the period of service completed by anyone appointed to serve a broken term of office shall be disregarded in computing the length of service on the Board for the purpose thereof.

    6. After a break of at least one year, a former Board Trustee whose eligibility for re-election has expired per subsection 9(5) is eligible to be re-appointed to the Board of Trustees.
  10. Qualifications of Trustees

    The following persons are disqualified from serving as trustees:

    1. a person who is less than 18 years of age;
    2. a person who has been declared incapable by a court in Canada or in another country;
    3. a person who has the status of a bankrupt;
    4. a person who has been convicted of a criminal offence;
    5. a person who is an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time.
  11. The office of trustee shall be automatically vacated:
    1. if the trustee is declared incapable by a court in Canada or in another country;
    2. if the trustee is declared bankrupt;
    3. if the trustee is convicted of a criminal offence;
    4. if, at a special meeting of trustees, a resolution is passed by two-thirds of the votes cast in favour of the removal of the trustee; 
    5. if a trustee has resigned his or her office by delivering a written resignation to the Secretary;
    6. on death;
    7. if the trustee becomes an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time.
  12. The trustees shall serve without remuneration and no trustee shall directly or indirectly receive any profit from his or her position, provided that a trustee may be paid reasonable expenses incurred in the performance of his or her duties.  Nothing herein contained shall be construed to preclude any trustee from serving Queen’s University as an officer or in any other capacity and receiving compensation therefor.

Back to Top

 

Chair of the Board

 

  1. The Board shall appoint a Chairperson (“Chair”) from among the Board Trustees or the University Council Trustees.  The Chair will ordinarily serve a term of up to four (4) years, subject to annual reappointment by the Board, with the provision that the Board can extend the appointment of the Chair by a maximum of one (1) year in the case of extraordinary circumstances. 

  2. The Board of Trustees shall, annually, confirm the said appointment of the Chair.   Royal Charter of 1841.

  3. Not less than twelve months prior to the end of the term of the current Chair, the Governance and Nominating Committee shall strike a selection committee to appoint the next Chair of the Board.  That committee shall be chaired by the Chancellor and shall conduct its work in accordance with Terms of Reference as approved by the Governance and Nominating Committee from time to time.

  4. In addition to meeting his or her obligations as a trustee the Chair, with direction from the Board, represents the Board and its interests in dealing with government, the Principal, stakeholders and the community. The Chair is responsible for providing leadership for the Board and for effectively facilitating the work of the Board.  The Board Chair:
    1. Acts in the best interest of the institution;
    2. Plans and manages Board meetings;
    3. Ensures that the Board, and its committees, have opportunities to meet independent of management;
    4. Administers the Code of Conduct and ensures that conflict of interest matters are addressed by the Board;
    5. Leads the Board in governing the institution, ensuring that the appropriate Board processes are in place, the distinction between board and administration is understood, relations with government are maintained, and that the University adheres to its mandate;
    6. Presides over and provides effective leadership of Board meetings in ways that focus on the broader governance task of policy-making and advance the University’s annual and longer-term objectives;
    7. Sits as an ex-officio member of all Board committees;
    8. Represents the Board at official functions sponsored by the Board, and at all functions at which the Board is to be formally represented, except as the Board Chair may designate otherwise;
    9. Acts as the primary liaison between the Board and the Principal, including the provision of coaching, counselling and feedback. Works closely with the Principal to ensure that strategies, plans and accountabilities are appropriately presented to the Board;
    10. Oversees the annual evaluation of the Principal and ensures retention of all records pertaining to his or her contract and performance;
    11. Together with the Principal and Board Secretary is responsible for setting of the agenda for Board meetings;
    12. Ensures effective, ongoing relationships and communications between the Board and the Principal and among Board members concerning matters  affecting the University and the functioning of the Board;
    13. Maintains effective relationships with Board members;
    14. Is the official signatory on behalf of the Board;
    15. Is the Chair of the Human Resources Committee; and,
    16. Acts as the individual with approval authority for all expenses of the Principal under all applicable University policies and procedures, as may be instituted, amended or replaced from time to time; and,
    17. Is the only spokesperson for the Board.



    Wherever the term “Chair” is used above it shall mean “Vice-Chair” and “Acting Chair” where the Board Chair is absent or unable to act.

Back to Top

 

Vice-Chairs of the Board

 

Back to Top

  1. The Board may appoint up to six Vice-Chairpersons (“Vice-Chairs”) from among the Board Trustees or the University Council Trustees to serve for a term that does not exceed the current Board term of each trustee so appointed. 

  2. The Board of Trustees shall, annually, confirm the appointments of the Vice-Chairs. 

  3. The Board of Trustees shall appoint Vice-Chairs on the advice of the Board Chair and on the recommendation of the Governance and Nominating Committee.

  4. In addition to meeting his or her obligations as a trustee, the Vice-Chair shall carry out all responsibilities of the Board Chair as required and outlined in Section 16. 

  5. In the event that the Board Chair and all Vice-Chairs are absent or unable to act, the Board Chair or the Board may appoint another trustee to serve as the “Acting Chair”. An Acting Chair, in addition to obligations as a trustee, shall act with the powers normally exercised by the Board Chair.
  6. Chair and Trustees Emeriti

    1. On the recommendation of the Governance and Nominating Committee, the Board of Trustees may confer the honorary title of trustee emeritus/a upon a former trustee who has provided exemplary service to the Board and to the University.

    2. On the recommendation of the Governance and Nominating Committee, the Board of Trustees may confer the honorary title of chair emeritus/a upon a former Board Chair who has provided exemplary service to the Board as Board Chair and to the University.

    3. The Governance and Nominating Committee shall establish criteria for making recommendations regarding the conferral of the honorary titles of trustee emeritus/a and chair emeritus/a.

    4. Conferrals of honorary titles under this section shall normally be for the life of the trustee or chair, as the case may be.

    5. Trustees and chairs emeriti shall be entitled to receive only open session materials related to meetings of the Board of Trustees. Trustees and chairs emeriti shall not be members of the Board, and shall not have the right to attend or vote at meetings (beyond the right of any member of the community to request attendance at an open session), nor have their attendance counted in determining quorum for Board meetings.

    6. Trustees and chairs emeriti shall be eligible for appointment to committees of the Board of Trustees (in the same way as non-trustee committee members) as well as to represent the Board on other bodies. When appointed to a committee of the Board of Trustees or another body, trustees emeriti and chairs emeriti shall be full members of the committee or body, as the case may be, with both voice and vote, and their presence shall be considered in determining whether a quorum is present.
  7. Amendment of By-law

    Amendments to, or repeal or replacement of, this By-law may be considered at any regular or special Meeting of the Board. Proposed amendments or replacement provisions shall be provided with the meeting agenda. Such amendment, repeal or replacement shall be voted upon by the members present at the meeting, and must receive at least two-thirds of the votes cast in order to be carried.


  8. Transition

    The persons who, immediately before the coming into force of this By-law, were elected or appointed members of the Board of Trustees continue to hold office for the remainder of the terms for which they were so elected or appointed but shall be subject to the maximum length of consecutive years’ service as provided for in this By-law.


  9. The persons who, immediately before the coming into force of this By-law, were duly elected or appointed to serve for a term on the Board of Trustees, but who will not assume office until after the coming into force of this By-law, shall be entitled to hold office thereafter for the terms for which they were so elected or appointed but shall be subject to the maximum length of consecutive years’ service as provided for in this By-law.

Back to Top