By-Law No. 1 | University Secretariat and Legal Counsel

Composition, election and term of the Board of Trustees

(As approved by the Board of Trustees May 2012, amended May 2013, May 2014, December 2014, and May 2021)

Table of Contents

Definitions

Board of Trustees
Election of Trustees by the Faculty
Election of Trustees by the Staff
Election of Trustees by the members of the SGPS
Election of Trustees by the members of the AMS
University Council Trustees
Board of Trustees
Qualification of Trustees
Chair of the Board
Vice-Chairs of the Board
Powers of the Chair and Vice-Chairs
Chair and Trustees Emeriti
Amendment of By-law
Transition

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

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 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.

1. Board of Trustees

A Board of Trustees (“Board”) shall supervise the management of the activities and affairs of the University in accordance with the provisions of the Royal Charter, 1841, as amended.
The Board 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 (Board Trustees).
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.\

2. Election of Trustees by the Faculty

The faculty shall elect a total of two members of the Board from the faculty (a “Faculty Trustees”) in accordance with the following provisions.
Prior to an election, each member of the faculty shall have the right to nominate one nominee for each faculty vacancy on the Board. 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 8 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.
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, or designate, on the next working day.
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 their withdrawal 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 and in a manner determined by the University Secretary.
The election of the Faculty Trustee shall be conducted on a date and in a manner determined by the University Secretary. A faculty member shall vote for only one nominee for each vacancy. Any tie shall be broken by lot. 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.
Any vacancy in the position of Faculty Trustee shall be filled at the next election by the faculty in accordance with the provisions set out above, 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 and in a manner as determined by the University Secretary, guided by these by-laws. 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, unless an alternative term, up to three years, has been specified by the University Secretary, in order to re-stagger the elections of the Faculty Trustees.
Faculty Trustees shall serve for terms of up to three years commencing on June 1 following their acclamation or election and shall retire from office on May 3 A Faculty Trustee shall be eligible for re-election to the Board provided they remain a faculty member and will not, prior to commencing the elective term, have served on the Board for nine or more consecutive years., Where a Faculty Trustee will, after commencement but before completion of an elective term of office, have served on the Board for nine consecutive years, they may be re-elected provided that their seat shall be deemed to be vacated upon the incumbent having served a total of nine consecutive years on the Board and the Secretary shall plan subsequent elections accordingly.
Faculty members on the executive of QUFA or serving as members of the Senate who have been elected to the Board 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, serve on the executive of the Queen’s University Faculty Association or on the Senate. Following their election, Faculty Trustees, upon taking office on the executive of QUFA, or a seat on the Senate, shall be deemed to have resigned from the Board.

3. Election of Trustees by the Staff

The staff shall elect two members of the Board from the staff (“Staff Trustees”) in accordance with the following provisions.
Prior to the election, each member of the staff shall have the right to nominate one nominee for each staff vacancy on the Board. 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 9 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.
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, or designate, on the next working day.
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 their withdrawal 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 on a date and in a manner determined by the University Secretary.
The election of the Staff Trustee shall be conducted on a date and in a manner determined by the University Secretary. A staff member shall vote for only one nominee for each vacancy. A tie shall be broken by lot.
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.
Any vacancy in the position of Staff Trustee shall be filled at the next election by the staff in accordance with the provisions set out above, 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 as determined by the University Secretary, guided by these by-laws. 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, unless an alternative term, up to three years, has been specified by the University Secretary, in order to re-stagger the elections of the Staff Trustees.
Staff Trustees shall serve terms of up to three years commencing on June 1 following their acclamation or election and shall retire on May 31. A Staff Trustee shall be eligible for re-election to the Board provided they remain members of the staff and will not, prior to commencing the elective term, have served on the Board for nine or more consecutive years. Where a Staff Trustee will, after commencement but before completion of an elective term of office, have served on the Board for nine consecutive years, they may be re-elected provided that their seat shall be deemed to be vacated upon the incumbent having served a total of nine consecutive years on the Board and the Secretary shall plan subsequent elections accordingly.
Staff members on the executive of an association or a collective bargaining unit representing Queen’s staff or serving as members of the Senate who have been elected to the Board 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, serve on the executive of an association or a collective bargaining unit representing Queen’s staff or on the Senate. Following their election, Staff Trustees, upon taking office on the executive of an association or a collective bargaining unit representing Queen’s employees, or a seat on the Senate, shall be deemed to have resigned from the Board.

4. Election of the Trustee by the Members of the Society of Graduate and Professional Students of the University

The SGPS shall elect one member of the Board 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, which may not conflict with this by-law. A student who is a member of the executive of the SGPS, or the executive of a an association or collective bargaining unit representing Queen’s employees, or serving as a member of the Senate, will be eligible for nomination and election, subject to subsection 6.
The President of the SGPS shall report the election result to the University Secretary.
When a vacancy in the position of the SGPS Trustee has occurred or is imminent, 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.
The SGPS Trustee shall serve for up to two years commencing on June 1 following their acclamation or election and shall retire from office on May 31. The SGPS Trustee so elected shall hold office only while remaining registered as a student and member of the SGPS and shall be considered to have resigned from office upon withdrawal or graduation from the University, taking a position on the executive of the SGPS, the executive of an association or a collective bargaining unit representing Queen’s employees, or a seat on the Senate.
The SGPS Trustee shall be eligible for re-election to the Board, provided they remain registered as a student and aa member of the SGPS and will not, prior to commencing the elective term, have served on the Board for six or more consecutive years. Where a SGPS Trustee will, after commencement but before completion of an elective term of office, have served on the Board for six consecutive years, they may be re-elected provided that their seat shall be deemed to be vacated upon the incumbent having served a total of six consecutive years on the Board and the SGPS President shall plan subsequent elections accordingly.
Students who are members of the executive of the SGPS, or the executive of an association or a collective bargaining agent representing Queen’s employees, or serving as a member of the Senate who have been elected to the Board 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, serve on the executive of the SGPS, or the executive of an association or a collective bargaining unit representing Queen’s employees or on the Senate.

5. Election of the Trustee by the Members of the Alma Mater Society

The AMS shall elect one member of the AMS to the Board (“AMS Trustee”) for up to two years through a process that is in accordance with the AMS by-laws, which may not conflict with this by-law. A student who is a member of the executive of the AMS, or the executive of an association or a collective bargaining agent representing Queen’s employees, or serving as a member of the Senate, will be eligible for nomination and election, subject to section 6.
The President of the AMS shall report the election result to the University Secretary.
When a vacancy in the position of AMS Trustee has occurred or is imminent, the President will invite nominations for the position of AMS 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.
The AMS Trustee shall serve for up to two years commencing on June 1 following their acclamation or election and shall retire from office on May 31. The AMS Trustee shall hold office only while remaining registered as a student and a member of the AMS and shall be considered to have resigned from office upon withdrawal or graduation from the University, taking a position on the executive of the AMS, the executive of an association or a collective bargaining unit representing Queen’s employees, or on the Senate.
The AMS Trustee shall be eligible for re-election to the Board provided they remain a registered student and member of the AMS and will not, prior to commencing the elective term, have served on the Board for six or more consecutive years. Where a AMS Trustee will, after commencement but before completion of an elective term of office, have served on the Board for six consecutive years, they may be re-elected provided that their seat shall be deemed to be vacated upon the incumbent having served a total of six consecutive years on the Board and the AMS President shall plan subsequent elections accordingly.
Students who are members of the executive of the AMS, or the executive of an association or a collective bargaining unit representing Queen’s employees, or serving as a member of the Senate who have been elected to the Board 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, serve on the executive of the AMS, or the executive of an association or a collective bargaining unit representing Queen’s employees or on the Senate.

6. University Council Trustees

The Queen’s University Council shall elect or appoint a total of six University Council Trustees (“University Council Trustees”) to the Board, in accordance with the provisions of the Royal Charter and the University Council by-laws.

7. Board of Trustees

The Board 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 Board Trustees.
Current faculty, staff or students of Queen’s University are not eligible to be appointed as Board Trustees.
Any vacancy in the position of Board Trustee shall be filled by the Board on the recommendation of the Governance and Nominating Committee.
Board Trustees shall serve terms of up to three years commencing on June 1 and shall retire on May 31. No Board Trustee shall serve on the Board for more than nine consecutive years, unless that person will be, or is, Chair or a Vice-Chair of the Board, in which case they may serve for a further time not exceeding the length of their term of appointment as Chair or Vice-Chair, as the case may be.

8. 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; and,
5. a person who is an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time
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 their office by delivering a written resignation to the Secretary;
6. on death; and,
7. if the trustee becomes an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time.
The trustees shall serve without remuneration and no trustee shall directly or indirectly receive any profit from their position, provided that a trustee may be paid reasonable expenses incurred in the performance of their 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.

9. Chair of the Board

The Board shall appoint a Chairperson (“Chair”) from among the Board Trustees or the University Council Trustees. The Chair will ordinarily serve a period 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.
The Board shall, annually, confirm the appointment of the Chair. (Royal Charter of 1841)
Not less than twelve months prior to the end of the term of appointment 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.
In addition to meeting their 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 policymaking 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 their 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.

10. Vice-Chairs of the Board

The Board shall normally appoint two Vice-Chairpersons (“Vice-Chairs”), and may appoint a third, from among the Board Trustees or University Council Trustees. Vice-Chairs serve for terms of one-year and ordinarily serve a maximum of four consecutive one-year terms.
The Board shall, annually, confirm the appointments of the Vice-Chairs. (Royal Charter of 1841)
The Board shall appoint Vice-Chairs on the advice of the Board Chair and on the recommendation of the Governance and Nominating Committee.
In addition to meeting their obligations as a trustee, the Vice-Chair shall carry out all responsibilities of the Board Chair as required and outlined in Section 9.
If 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 fulfilling all obligations as a trustee, shall act with the powers normally exercised by the Board Chair.

11. Powers of the Chair and Vice-Chairs

Where in the opinion of the Chair of the Board a decision of the Board is required and it is impossible or impractical for the Board to meet in the time required for decision-making, the Chair and the Vice-Chairs shall be empowered to meet as a committee at the call of the Chair and may, through majority vote of those in attendance, exercise all of the powers and authorities of the Board conferred upon it under the Royal Charter, these by-laws, or any other source whatsoever.
The Chair of the Board shall chair the committee, which will be properly constituted where the Chair and not less than one half of the current number of Vice-Chairs are in attendance.
Where an action is taken under this section, it shall be reported to the Board immediately.
All other members of the Board shall be invited to any meeting called under this section and, unless a quorum of the Board has been reached, those other members attending may participate in any discussion but shall not vote.
Where a meeting has been called under this section and a quorum of the Board has been reached, it shall be deemed to be a properly constituted special meeting of the Board notwithstanding any provisions of this By-law to the contrary.
A full record of the deliberations of the committee shall be made and it shall be included in the agenda of the next regular meeting of the Board for information.

12. Chair and Trustees Emeriti

On the recommendation of the Governance and Nominating Committee, the Board 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.
On the recommendation of the Governance and Nominating Committee, the Board 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.
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.
Conferrals of honorary titles under this section shall normally be for the life of the trustee or chair, as the case may be.
Trustees and chairs emeriti shall be entitled to receive only open session materials related to meetings of the Board. 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.
Trustees and chairs emeriti shall be eligible for appointment to committees of the Board s (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 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.

13. 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 to be carried.

14. Transition

The persons who, immediately before the coming into force of this By-law, were elected or appointed members of the Board 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.
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, 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.