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

1. The Chancellor, ex officio;
2. The Principal, ex officio;
3. Not more than forty members elected by and from among the alumni for terms of four years each (hereinafter referred to as "elected members");
4. One member of the Senate, appointed by the Senate for a two-year term; and,
5. One member of the Queen's University Alumni Association, appointed by its Board of Directors for a two-year term.

PROVIDED that:

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

WHERE an elected member is elected to the Executive Committee and the elected 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 elected member shall continue to be a member of Council, ex officio, until the conclusion of his or her 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, are not controversial and 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.  

 A16. By-laws A, B, C, D, E, F and G as they read immediately prior to passage of this by-law be and are hereby repealed.

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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 member of Council elected to the Board of Trustees, 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 elected members of the Council, each elected 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 elected 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 his or her 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 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 for the approval of the Executive Committee;
3. Ensure regular communication with and among Council members, committees, affiliated bodies and the alumni at large;
4. 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;
5. Appoint the members of the Nominating Committee after calling for expressions of interest to serve from members of the Council; and,
6. 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.

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Nominating Committee

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

1. Two members 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, which ever is the lesser; and,
2. Three 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.

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

B4.  The Nominating Committee shall:

1. Oversee the process governing the election of alumni to the Council and the election of University Council Trustees to ensure transparency and accountability in these processes;
2. Liaise with the Board of Trustees' Governance and Nominating Committee;
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;
4. Actively encourage  alumni whose skills align with the needs of Council and the Board to stand for election to Council;
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 his or her term on Council is eligible to be nominated.

Other Standing Committees of the Council

Special Purpose Committees of the Council

B7.  THE Council may establish special-purpose committees or taskforces at an Annual or Special Meeting of the Council at the request of the Executive Committee of the Council or of any ten members of the Council.  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 by the Council 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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THE Principal may, upon request from the Council or on his or her own initiative, update or respond to the Council from time to time on matters of significant strategic importance to the University.

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 elected member whose eligibility for re-election 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 elected member of the Council'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.   In such cases, these persons are eligible to be nominated and elected to the Council provided that as of the date of commencement of the term of office for which the election is being held, at least one year will have passed since the conclusion of their most recent elected term of office on the Council.

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 of the Council 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 elected membership of the Council by death, resignation or forfeiture of office may be filled as a broken term of office by an alumnus/a appointed by the Executive Committee or pursuant to a by-election. Any newly elected or appointed member of the Council shall take the place of his or her predecessor for the remainder of the replacement term, and following that term be eligible for election for three further full terms in accordance with Section C1.

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

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 a.m. on May, 10, 2013 and shall remain in force until amended or repealed in accordance with the terms contained in By-law A. 

THE Council elects six University Council Trustees to the Board of Trustees for 3-year terms.

Election and Assumption and Tenure of Office

NO candidate for election as a University Council Trustee who has been elected as a University Council Trustee for three consecutive terms shall be eligible for re-election 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.

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

NO candidate shall be considered eligible unless nominated by at least five members, elected, appointed or ex officio, of the Council.

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

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

By Councillors at Irregular Intervals

Nomination and Withdrawal of Nominees and Provisions for Poll or Election if Necessary

Scrutiny and count of Ballots, and Resolving of Tie Vote

IN such an election, the elected member who has resigned or forfeited their office is not eligible to be nominated or elected hereunder. 

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

WHEN the Advisory Committee has made a recommendation to the Principal, the Principal shall inform the Executive Committee and ask for the Executive Committee's approval to bring the recommendation for appointment forward for endorsement by the University Council.

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              

Election and Assumption and Tenure

PRIOR to the end of the term or, if a Rector leaves office early, prior to or on the departure of the Rector, there shall be a new election for Rector and the elected candidate shall assume office immediately after election.

Notification of AMS and SGPS Presidents

Nomination Notice

Procedures for Nomination and Poll

Notification and Withdrawal of Nominees and Provision for Poll or for Later Election if Necessary

Notification of Candidate Elected and Publication of Same

I1.   THESE Bylaws shall come into force and take effect on May10, 2013 , and thereupon all earlier Bylaws of the Council shall be repealed and rescinded.

I2.

1. The persons who, immediately before the coming into force of these by-laws, were elected members of the Council continue to hold office for the remainder of the terms for which they were elected
2. For greater certainty, the members of the Board of Trustees who are not University Council Trustees and the members of the Senate, shall cease to be members of University Council upon the effective date of these by-laws however the Principal and the Chancellor shall continue as ex officio members of the Council pursuant to Section A1 of By-law A;
3. Notwithstanding the provisions of Section A1 of By-law A, the Council may elect alumni to the Council annually following the effective date of these by-laws despite the fact that the total number of elected members will exceed forty provided that the elected members of Council shall equal no more than forty on September 1, 2017. The following Figure 1 is provided for illustrative purposes only and does not form a part of the operative provisions of this by-law.

Figure 1

4. The persons who, on May 9, 2013, were either elected or appointed members of the Executive Committee continue to hold office for the remainder of the terms for which they were elected or appointed provided that:

1. the persons who, on May 9, 2013, were the elected members of the Council elected by the Council shall have their respective terms extended, and each shall retire from office on November 30 of the calendar year in which their original term was to expire; and,
2. the persons who, on May 9, 2013, were designated by the Principal pursuant to By-law A Section A.9 as it read on May 9, 2013, will retire from office on November 30, 2013.

5. Notwithstanding the provisions of subsection B1. e of By-law B:

1. One elected Councillor shall be elected to the Executive Committee after June 1, 2013 to take office December 1, 2013 for a one-year term;
2. Two elected Councillors shall be elected to the Executive Committee after June 1, 2013 to take office December 1, 2013 for three-year terms.

6. The Executive Committee will, not later than September 1, 2017, complete a review of the functioning of the Council as compared with the plan for Reform of University Council, as endorsed by it on January 17, 2013, and provide the results of that review, together with any recommendations that it may have, to the first meeting of the Council held thereafter.
7. The provisions of this Section I2. shall be and are hereby repealed at 12:01 a.m. on December 2, 2017 and the current section I3. shall be renumbered I2.