A1. The University Council shall consist of the following membership:

a. The Chancellor, ex officio;

b. The Principal, ex officio;

c. Not more than forty members:

i. elected by and from among the alumni for terms of four years each;

ii. appointed from among the alumni by the Executive Committee to a broken term of office in accordance with the Council By-laws (C11.); and,

iii. in exceptional circumstances, Council Trustees, previously elected by and from the alumni, directly appointed by the Executive Committee to the Council without the need for re-election to the Council, , for terms of up to two years each,

(hereinafter referred to as "regular members"), renewable, subject to the term limits contained with the By-laws;

d. One member of the Senate, appointed by the Senate for a two-year term, renewable;

e. One member of the Queen's University Alumni Association, appointed by its Board of Directors for a two-year term, renewable; and,

f. Further ex officio members, as provided for below.

PROVIDED that:

WHERE a  member of the Council is elected to the Board of Trustees as a Council Trustee and the member's term on the Council expires before the conclusion of the term to which he or she was elected on the Board, that member shall continue to be a member of Council, ex officio, until the conclusion of their elected term on the Board; and,

WHERE a member is elected to the Executive Committee and the member's term on the Council expires before the conclusion of the term to which he or she was elected on the Executive Committee, that member shall continue to be a member of Council, ex officio, until the conclusion of their elected term on the Executive Committee.

A9. Subject to Section A10. of this By-law, attendance of Members at regular or special meetings of the Council or any of its committees shall be in person or by means of telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Councillor or committee member participating in such a meeting by such means is deemed to be present at that meeting. 

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A10.

1. The Chancellor or Principal and Vice Chancellor, or in their absence the vice-chair of the Executive Committee, in consultation with the Secretary of the Council, may designate which matters may be decided by electronic vote of the members where:
   
   1. a decision of a matter is required before the Annual Meeting of the Council (A4); and,
   2. items in question, in the opinion of the Chancellor or Principal and Vice Chancellor, or in their absence the vice-chair of the Executive Committee, do not require extensive background and explanation; and,
   3. it would be impractical, in the view of the Chancellor or Principal and Vice Chancellor, or in their absence the vice-chair of the Executive Committee, to schedule a Special Meeting of the Council (A5). 

2. The Chancellor or Principal and Vice Chancellor, or in their absence the vice-chair of the Executive Committee, will request that the Secretary of the Council circulate the motion(s) to voting members of the Council and open the voting period.
   
   1. The voting period shall be a minimum of seven (7) days.
   2. The vote may be conducted via email, or other electronic method that authenticates voters' identities.
   3. No amendments to the motion(s) are permitted unless allowed by the Chancellor or Principal and Vice Chancellor, or in their absence the vice-chair of the Executive Committee.
   4. Quorum for electronic votes shall be reached when fifty percent plus one of the current membership, including ex officio members, have voted.
      
      1. If quorum is not achieved by the end of the voting period, the period may be extended by a maximum of 7 days at the Secretary's discretion.
   5. The Secretary of the Council will announce the results as soon as is practicable following the end of the voting period. 

3. Decisions of the Council made by electronic voting shall be placed before the next Annual Meeting of the Council for ratification and, unless there is a procedural or other defect so significant that it would invalidate the decision(s), as determined by a two-thirds majority of the members present, the Council shall ratify the decision(s), which shall be recorded in the minutes of that meeting.  

Executive Committee

B1.  THERE shall be an Executive Committee of the Council. The said committee shall consist of:

1. the Chancellor, ex officio;
2. the Principal, ex officio;
3. one Council Trustee, appointed by the Board of Trustees for the lesser of two years or the balance of the member's then current term on the Board of Trustees;
4. the member of the Senate elected to the Council, ex officio; and,
5. five regular members of the Council, each elected to the Executive Committee by the Council for a three-year term commencing on December 1 following their election. The Vice Chair of the Executive Committee shall be elected by the Executive Committee from among the aforementioned five members of Council for a term coterminous with that member's term on the Executive Committee.

FIVE members shall constitute a quorum at any meeting of the Executive Committee. The Principal shall be the Chair of the Executive Committee.  

THE Vice Chair of the Executive Committee shall assume the duties of the Chair in their absence.

EX OFFICIO members of the Executive Committee shall have voting privileges at all meetings of the committee except for the Chair, who shall vote only in the case of a tie.

THE Secretary of the Council shall ensure that a Secretary to the Executive Committee is appointed.

The Executive Committee may use electronic voting in accordance with the criteria and procedure set out in By-law A, section 10. 

Powers of Executive Committee

B2. THE Executive Committee shall:

1. Have the power to transact business on behalf of the Council between regular meetings of the Council.  Any actions so taken must be reported to the Council as soon as may be practical and any amendments to By-laws of the Council shall be subject to ratification by the Council at the next Annual Meeting, and in accordance with the requirements of Section A13 of By-law A;
2. Plan for and set the agenda of the Annual Meeting of the Council and the Orientation for new Council members; and the Executive Committee may establish a program committee comprised of such members of the Council as are advisable to carry out the planning for the Annual Meeting and Orientation for the approval of the Executive Committee;
3. Conduct a review of the by-laws at least once every five years and bring forward recommended changes to the by-laws from time to time for the approval of the Council;
4. Ensure regular communication with and among Council members, committees, affiliated bodies and the alumni at large;
5. Each year, identify with the Principal areas of strategic or emerging importance to the University that would benefit from advisory taskforces of the Council which may be charged with gathering input and providing advice for the consideration of the Principal;
6. Appoint the members of the Nominating Committee after calling for expressions of interest to serve from members of the Council; 
7. Oversee committees and taskforces of the Council, including their membership, how they work and their communication and reporting to Council and other bodies, as appropriate;
8. In accordance with the Council By-laws and in exceptional circumstances, appoint Council Trustees to the Council; and,
9. Provide, through its Nominating Committee, explanation of the rationale supporting the proposed use of the powers in subsection h. above to the members of the Council, and an opportunity for members of the Council to provide their comments to the Executive Committee on the appropriateness or suitability of the proposal.

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Nominating Committee

B3. THERE shall be a Nominating Committee of the Executive Committee. The said committee shall consist of:

1. One member of the Executive Committee, as appointed by that Committee, for terms of two years each or for terms coterminous with those members' terms on the Executive Committee, whichever is the lesser;
2. At least four members of the Council who are not members of the Executive Committee, as appointed by the Executive Committee for terms of two-years each or for terms coterminous with those members' terms on the Council, which ever is the lesser; and,
3. The Equity, Diversity, and Inclusion Advisor. 

THE Nominating Committee shall report to the Executive Committee. The members of the Nominating Committee shall annually elect the Chair of that Committee from among its members.

B4.  The Nominating Committee shall:

1. Oversee the process governing elections and appointments to the Council and the election of Council Trustees to ensure transparency and accountability in these processes;
2. Liaise with the Board of Trustees' Governance and Nominating Committee to develop and utilize a process to annually identify needs and priorities of the Board of Trustees, with due attention to the need for diversity in all of its dimensions, and, based on these needs and priorities:
   
   1. May make recommendations to the Council regarding candidates for election as Council Trustees, and;
   2. Shall make recommendations from time to time to the Executive Committee in exceptional circumstances that may call for the appointment of a Council Trustee to the Council without reelection by the alumni;
3. In consultation with the Board of Trustees and the Principal, develop annually a skills and attributes matrix that may be revised from time to time and utilized to identify engagement and advisory opportunities for members of the Council, as well as candidates who may be encouraged to stand for election as Council Trustees based on the needs and priorities of the Board of Trustees;
4. Actively encourage alumni whose skills and attributes align with the needs of Council and the Board to stand for election to Council, with due attention to the need for diversity in all of its dimensions;
5. Have the right, together with the alumni, to nominate candidates for election to the Council in accordance with processes established within the by-laws of the Council; and,
6. Report regularly to the Executive Committee and to the Council regarding its activities.

Elections to the Executive Committee

B5. NOMINEES for election to the Executive Committee shall be elected members of Council nominated in accordance with Council By-laws.  Ex officio members of the Council are not eligible to be nominated or elected to the Executive Committee under subsection B1. e, above.

THE provisions of Sections D2, D3, D4, D5, D6, D7 and D8 of By-law D apply to the elections of elected members to the Executive Committee, with the necessary changes in context, provided only that no candidate shall be considered eligible unless nominated by at least two nominators.

AN elected member of Council who is in the final year of their term on Council is eligible to be nominated.

Other Standing Committees of the Council

Special Purpose Committees of the Council

B7.  THE Executive Committee may establish special-purpose committees or taskforces.  The purpose of such bodies will be to examine and discuss matters of importance to the prosperity and well-being of the University to assist Council in formulating an opinion that it may declare in regard to such matters.  In such cases all members of the Council shall be eligible for consideration to be included in the membership thereof.  At the time of the establishment of such committees or taskforces, terms of reference shall be approved which will specify, at a minimum:

1. The maximum timeframe during which the committee or taskforce may exist, which timeframe cannot exceed one year but which may be extended at an Annual or Special Meeting of the Council one time for a further maximum duration of one year by subsequent vote of the Council not earlier than six months prior to the scheduled expiry of the said timeframe;
2. Defined topics of examination;
3. Administrative support for the committee or taskforce, which shall be provided by the membership thereof; and,
4. A workplan sufficient to achieve the mandate within the established timeframe for the existence of the committee or taskforce.

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Election of Members and Assumption and Tenure of Office

Election of Board of Trustees Not Representing Council

AFTER a break of at least one year, a former member whose eligibility for further re-election or re-appointment has expired due to reaching the maximum length of service pursuant to Section C1., above, is eligible to be elected to the Council for a further maximum length of service of twelve consecutive years. 

WHERE a former member's term has expired but that person has continued as an ex officio member of the Council, the duration of service as an ex officio member shall count toward the break referred to in the foregoing paragraph.  

Nominations from Nominating Committee

THE Executive Committee will establish the ballot for the election, which shall consist of all alumni eligible to be elected to the Council who have complied with the requirements of Section C4 and the process as established by the Nominating Committee, together with those who have been nominated by the Nominating Committee.  The ballot shall not identify the source of the nomination.

Notification and withdrawal of Nominees, Nomination of Additional Nominees if Necessary and Provision for Poll or Acclamation

Scrutiny and Count of Ballots, and Resolving Tie Vote

Notification of Members Elected or Appointed, and Publication of Same

C9. THE Secretary shall immediately notify the successful candidates and shall publish the election results for the whole of the Council as soon as is practicable.

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Forfeiture of Membership

C11. ANY vacancy in the regularmembership of the Council by death, resignation or forfeiture of office may be filled as a broken term of office by a member of the alumni appointed by the Executive Committee, on the recommendation of the Nominating Committee, or pursuant to a by-election. Any newly elected or appointed member of the Council shall take the place of their predecessor for the remainder of the term or otherwise as provided by the Executive Committee to properly rebalance the number of seats eligible for appointment or election in a year.

IN such a case, the member who has resigned or forfeited their office is not eligible to be nominated, elected, or appointed hereunder until the next regular election.

Where an appointment process is used, the Executive Committee, through its Nominating Committee, shall provide an explanation of the rationale supporting the proposed appointment to the members of the Council at the time that such appointment is proposed, and an opportunity for members of the Council to provide their comments to the Executive Committee on the appropriateness or suitability of the proposed appointment.

Council Member appointed by the Senate

C12. THE member of the Council appointed by the Senate shall assume office for two years on 1 September following their appointment, regardless of whether they remain a member of the Senate during the entire term of their appointment to the Executive Committee. Retiring Senate appointees shall be eligible for re-appointment provided they are, at that time, a senator and further provided that the maximum length of service shall be twelve consecutive years. Notwithstanding the foregoing, the period of service completed by a senator appointed to serve a broken term of office (by-election) shall be disregarded in computing the length of service on the Council.

AFTER a break of at least one year, a former member of the Council appointed by the Senate whose eligibility for re-appointment has expired pursuant to the above is eligible to be appointed to the Council for a further maximum length of service of twelve consecutive years. 

SENATE may appoint an alternate who may attend in the stead of the member appointed by Senate from time to time and, in such cases, the alternative shall have all of the authority, powers and duties of the appointed member. 

Council Member appointed by the Alumni Association

C13. THE member of the Council appointed by the Board of Directors of the Alumni Association shall assume office for two years on 1 September following that person's appointment. Retiring Alumni Association appointees shall be eligible for re-appointment provided that the maximum length of service shall be twelve consecutive years. Notwithstanding the foregoing, the period of service completed by an Alumni Association member appointed to serve a broken term of office (by-election) shall be disregarded in computing the length of service on the Council.

AFTER a break of at least one year, a former member of the Council appointed by the Alumni Association whose eligibility for re-appointment has expired pursuant to the above is eligible to be appointed to the Council for a further maximum length of service of twelve consecutive years.

THE Board of Directors of the Alumni Association may appoint an alternate who may attend in the stead of the member appointed by the Board of Directors of the Alumni Association from time to time and, in such cases, the alternative shall have all of the authority, powers and duties of the appointed member. 

C14. THIS By-law C shall come into force at 12:01 am on November 16, 2020 provided that the provisions of Sections C1 and C2 be reviewed after three years following approval.

Election and Assumption and Tenure of Office

NOMINATIONS shall be invited by the Secretary, according to a process recommended by the Nominating Committee and approved by the Executive Committee.

NO candidate, unless nominated by the Nominating Committee, shall be considered eligible unless nominated by at least five members of the Council.

NO member of the Nominating Committee shall be eligible to be nominated or elected as a Council Trustee.

NO ex officio member of the Council is eligible to be nominated or elected as a Council Trustee.

Appointment and Tenure of Office

(1) The University Council shall, in accordance with its by-laws, appoint a Chancellor of Queen's University as the highest officer of the University.

(2) The Chancellor holds office for three years from the date of appointment or until a successor is appointed, whichever is later.

(3) The Chancellor shall preside at all meetings of the University Council, holding both a deliberative and a casting vote on all motions submitted to any meeting of the University Council.

Appointment/ Re-Appointment At Regular Intervals

In Case of Vacancy

Vice-Chancellor to preside

Bill S-1001, An Act Respecting Queen's University at Kingston, 1st Sess, 41st Parl, 2011, cl 17.2 (assented to 26 June 2011)

Duties of the Rector              

Procedures for Nomination and Poll

Notification of Candidate Elected and Publication of Same