BOARD OF GOVERNORS
BYLAWS
PART I - INTERPRETATION
- PRECEDENCE
Where the bylaws of the Board of Governors are at variance with the Thompson Rivers University Act or at variance with regulations promulgated pursuant to the Act, the Act and the regulations shall take precedence.
- INTERPRETATION
a. "Act" means the Thompson Rivers University Act of the Province of British Columbia.
b. "Board" means the Board of Governors (including committees of the Board of Governors)
of Thonpson Rivers University as constituted under the Act.
c. "University" means Thompson Rivers University.
d. "Policy" means those policies adopted by the Board to govern the affairs of the University.
The Policy Manual is maintained by the Executive Assisant to the Board. Regulations
pertaining to Policy shall be approved by the President.
e. "Internal Member' means members of the Board who are the President, faculty members,
an employee, and students elected by their respective constituencies.
f. "External Member" means a Board member appointed by the Lieutenant Governor in
Council.
g. "Related person" means a spouse, child, parent, or sibling of the Board member.
PART II - FORMALITIES
-
HEAD OFFICE
The legal address for the University is:
Thompson Rivers University
900 McGill Road
PO Box 3010
Kamloops, BC V2C 5N3
-
SEAL
The Seal, an impression whereof is stamped in the margin hereof, shal be the corporate seal of the University.
a. Custody of the Seal
The Bursar shall have custody of the Seal.
-
OFFICIAL STAMP
The official Stamp of the Registrar's Office, an impression whereof is stamped in the margin of this document, shall be the official stamp affixed to all certificates, diplomas, associate degrees, baccalaureate degrees, masters degrees, honorary degrees, and official transcripts of academic record.
-
EXECUTION OF DOCUMENTS
The execution of ducments required to be in writing shall be in accordance with the Act and the Policies of the Board. Documents shall be properly executed if witnessed by the signatures of:
a. The Board Chair or Vice-Chair; and
b. The President or the Bursar.
-
BOOKS AND RECORDS
The Board shall see that all necessary books and records of the University required by these Bylaws or by an applicable statute or law are regularly and perperly kept. Such books and records shall be keptin the custody of the Bursar.
PART III - THE BOARD OF GOVERNORS
- BOARD OF GOVERNORS
a. The powers and duties of the Board shall be as defined in the Act.
b. The affairs of the University shall be managed by the Board as set out in the Act.
c. The members of the Board shall be appointed or elected in the manner provided in the Act.
d. The following Oath of Office is to be sworn, signed, and dated before the Board at the
commencement of all members’ first meeting with the Board. Either the Board Chair, or a
Commissioner for Oaths, may administer the Oath:
“I, ____________, sincerely promise and swear (or affirm) that I will truly, faithfully and
impartially, to the best of my ability, execute the duties and responsibilities of my position
as a Member of the Board of Thompson Rivers University. I have read and agree to abide
by Part IV “Code of Conduct” and Part V “Conflict of Duty and Interest” of these bylaws.”
- BOARD CHAIR AND VICE CHAIR
The Board shall elect annually, in September, from among its external members, a Chair and a Vice Chair who shall be eligible for re-election. The Chair or Vice Chair may be removed from office by resolution of the Board.
a. Duties of the Chair
i) To call meetings of the Board;
ii) To preside over all meetings of the Board;
iii) To witness, with the Bursar, documents authorized by the Board;
iv) To appoint Board committee members and committee chairpersons, subject to
ratification by the Board;
v) To maintain regular liaison with the President;
vi) To be the spokesperson and representative of the Board for any matter dealt with
by the Board;
vii) To perform such other duties as determined by the Board.
b. Duties of the Vice Chair
i) To perform the duties of the Chair in the absence of the Chair.
- MEETINGS
a. General
The meetings of the Board and its committees shall be governed by:
i) The Act;
ii) These Bylaws; and
iii) Roberts Rules of Order Newly Revised in respect of procedural matters not governed
by the Act or these Bylaws.
b. Public and In-Camera Meetings
All Board meetings shall be considered open to observers from the public unless the
matters under Board consideration pertain to:
i) Personnel, salaries, conditions of employment or collective bargaining;
ii) The conduct, discipline, or suspension of individual students;
iii) Potential liability of the University, the Board or Board members, litigation or legal
advice provided to the Board;
iv) The acquisition, disposition or granting of a security interest in real property;
v) The calling of tenders for facilities construction;
vi) Contracts where it is in the interests of the University to maintain confidentiality;
vii) Budget discussions;
viii) Any other topic that in the opinion of the majority of members of the Board is of a
confidential nature.
c. Presentations to the Board
i) The Board welcomes presentations at public meetings from parties on matters of
interest to them.
ii) Individuals or groups wishing to make presentations should request an opportunity to
speak at least 15 days prior to the meeting. The Board encourages presenters to
provide written submissions at that time.
iii) The Board Chair will review the applications received and determine who will speak
and the time allocation. Normally, no presentation will exceed 10 minutes.
iv) Presenters who will be speaking should identify themselves to the Board Chair and
Executive Assistant to the Board prior to the meeting.
d. Confidentiality
The details of any matter discussed at an in-camera or committee meeting of the Board
shall be held in strict confidence by all those in attendance. By resolution of the Board,
any of the matters discussed at an in-camera or committee meeting may be brought
forward for discussion at a public meeting.
e. Emergency Meetings
Where deemed necessary by the Board Chair, emergency in-camera or public meetings
may be called.
f. Conference Meetings
A member of the Board may participate in a meeting of the Board or of any committee of
the Board by means of a conference telephone or other communication device by means
of which all members participating in the meeting can hear each other. A member
participating in accordance with this article shall be deemed to be present at the meeting
and shall be counted in the quorum.
g. Resolutions in Writing
A resolution, in writing, signed or approved by e-mail by 75% of the Governors entitled to
vote on that resolution at a meeting of the Board or committee of the Board is as valid as if
it had been passed at a meeting of the Board or committee of the Board, provided that
prior to such a resolution receiving the required consent, any 3 members of the Board
may, by notice in writing to the Executive Assistant to the Board, require the matter to be
dealt with at a meeting of the Board or a committee of the Board.”
h. Attendance
Attendance at meetings shall meet the requirements of the Act.
- QUORUM
a. A majority of members of the Board, or committee of the Board, holding office as defined
in the Act constitutes a quorum for the transaction of business of the Board.
b. Should there be no quorum present, after a reasonable time period as determined by the
Chair, the meeting shall stand adjourned to a date fixed by the Chair. The names of the
members present shall be recorded.
- MEETING NOTICE
Subject to Section III(3)(e) above, at least forty-eight (48) hours notice shall be given of all extraordinary Board and committee meetings. Notices of upcoming regular meetings of the Board shall be given at the previous regular meeting of the Board.
- ACTIONS OF THE BOARD
Unless required to be exercised by bylaw, the action of the Board upon any matter coming before it shall be evidenced by resolution, and the entry thereof in the Minutes of the Board shall be prima facie evidence of the action taken.
- CIRCULATIONS OF MINUTES
Copies of the Minutes of Board meetings will be sent to members of the Board, the Bursar and to all persons required under the Act and related regulations, and may be sent to others or publicly posted at the discretion of the Board. The minutes sent to Board members who have left a meeting due to a conflict of interest will be severed appropriately.
- INDEMNIFICATION
The Board hereby agrees that every member of the Board and every officer or employee of the University shall be deemed to have assumed office or employment with the express understanding that every member of the Board or every officer or employee of the University and their heirs, executors and administrators shall from time to time and at all times, be indemnified and saved harmless out of the funds of the University from and against:
a. All costs, charges and expenses whatsoever sustained or incurred by any member of
the Board and any officer or employee of the University in or about any action, suit or
proceeding which is brought, commenced or prosecuted against such a member or
employee for or in respect of any act, deed, matter or thing whatsoever, made, done or
permitted by that member of the Board or officer or employee of the University, in or
about the execution of duties performed by that individual as a member or officer of the
Board or as an officer or employee of the University.
b. All other costs, charges and expenses sustained or incurred in or about or in relation
to the affairs thereof: except such costs, charges or expenses, as are occasioned by a
member of the Board or officer or employee of the University by his or her own willful
neglect or default.
- REMUNERATION OF BOARD MEMBERS
Members of the Board shall be reimbursed by the University for any reasonable travelling and out-of-pocket expenses necessarily incurred by them in the discharge of their duties including a mileage allowance for the use of the member’s own automobile while on Board business.
- RESIGNATION OF MEMBERS OF THE BOARD
The resignation of a member of the Board shall be made by notice in writing, addressed and delivered to the Board Chair or President and, for appointed members, also delivered to the Minister designated under the University Act.
PART IV - CODE OF CONDUCT
- In accordance with the Best Practices Guidelines, issued by the Board Resourcing and Development Office in February 2005, the following outlines the duties required of members of the Board:
a. Duty of Integrity - to act honestly and in good faith.
b. Duty of Loyalty - to give his or her loyalty to the University when acting on behalf of the
Board.
c. Duty of Care - to act in a prudent and diligent manner, keeping himself or herself
informed as to the policies, business and affairs of the University.
d. Duty of Confidentiality - notwithstanding the need of members to make an informed
decision on an issue before the Board by obtaining input from internal and external
communities, members are to ensure that information which is normally considered
confidential (i.e. financial and personnel issues) remains so.
e. Duty of Skill - to use one’s level of knowledge and one’s expertise effectively in dealing
with the affairs of the University.
- Conduct of members contrary to the above duties may be subject to review by the Board, and the imposition of sanctions as set out in Section V(8) below.
PART V - CONFLICT OF DUTY AND INTEREST
- CONFLICT OF INTEREST DEFINED
a. In general, a conflict of interest exists for members of the Board who use their position
at the University to benefit themselves, friends or families.
b. A member should not use his or her position with the University to pursue or advance
the member’s personal interests, the interests of a related person1, close friend, the
member’s business associate, corporation, union or partnership, or the interests of a
person to whom the member owes an obligation.
c. Board member should not directly or indirectly benefit from a transaction with the
University over which a member can influence decisions made by the University.
d. A Board member should not take personal advantage of an opportunity available to the
University unless the University has clearly and irrevocably decided against pursuing
the opportunity, and the opportunity is also available to the public.
e. A Board member should not use his or her position with the University to solicit clients
for the Board member’s business, or a business operated by a close friend, business
associate, corporation, union or partnership of the member, or a person to whom the
member owes an obligation.
f. Every Board member should avoid any situation in which there is, or may appear to be,
potential conflict2 which could appear3 to interfere with the member’s judgment in making
decisions in the University’s best interest.
g. There are several situations that could give rise to a conflict of interest. The most
common are accepting gifts, favours or kickbacks from suppliers, close or family
relationships with outside suppliers, passing confidential information to competitors or
other interested parties or using privileged information inappropriately. The following are
examples of the types of conduct and situations that can lead to a conflict of interest:
i) influencing the University to lease equipment from a business owned by the Board
member’s spouse;
ii) influencing the University to allocate funds to an institution where the Board member
or his or her relative works or is involved;
iii) participating in a decision by the University to hire or promote a relative of the Board
member;
iv) influencing the University to make all its travel arrangements through a travel agency
owned by a relative of the Board member;
v) influencing or participating in a decision of the University that will directly or indirectly
result in the Board members’s own financial gain.
h. A director should fully disclose all circumstances that could conceivably be construed
as conflict of interest.
- DISCLOSURE
a. Full disclosure enables Board members to resolve unclear situations and gives an
opportunity to dispose of conflicting interests before any difficulty can arise.
b. A Board member should, immediately upon becoming aware of a potential conflict of
interest situation, disclose the conflict (preferably in writing) to the Board chair. This
requirement exists even if the member does not become aware of the conflict until
after a transaction is complete.
c. If a Board member is in doubt about whether a situation involves a conflict, the
member should immediately seek the advice of the Board chair. If appropriate, the
board may wish to seek advice from the university’s legal counsel.
d. Unless a Board member is otherwise directed, a member should immediately take
steps to resolve the conflict or remove the suspicion that it exists.
e. If a Board member is concerned that another Board member is in a conflict of
interest situation, the member should immediately bring his or her concern to the
other member’s attention and request that the conflict be declared. If the other
member refuses to declare the conflict, the member should immediately bring his
or her concern to the attention of the board chair. If there is a concern with the Board
chair, the issue should be referred to the Executive Committee.
f. A Board member should disclose the nature and extent of any conflict at the first
meeting of the board after which the facts leading to the conflict have to that
member’s attention. After disclosing the conflict, the member:
i) should not take part in the discussion of the matter or vote on any questions in
respect of the matter (although the member may be counted in the quorum
present at the board meeting);
ii) if the meeting is open to the public, may remain in the room, but shall not take
part in that portion of the meeting during which the matter giving rise to the
conflict is under discussion, and shall leave the room prior to any vote on the
matter giving rise to the conflict;
iii) should, if the meeting is not open to the public, immediately leave the meeting
and not return until all discussion and voting with respect to the matter giving
rise to the conflict is completed; and
iv) should not attempt, in any way or at any time, to influence the discussion or the
voting of the Board on any question relating to the matter giving rise to the
conflict.
- OUTSIDE BUSINESS INTERESTS
a. Board members should declare possible conflicting outside business activities
at the time of election or appointment. Notwithstanding any outside activities,
Board members are required to act in the best interest of the University.
b. No Board member should hold a significant financial interest, either directly or
through a relative or associate, or hold or accept a position as an officer or
director in an organization in a material relationship with the University, where
by virtue of his or her position in the University, the member could in any way
benefit the other organization by influencing the purchasing, selling or other
decisions of the University, unless that interest has been fully disclosed in
writing to the University.
c. A “significant financial interest” in this context is any interest substantial
enough that decisions of the University could result in a personal gain for the
director.
d. Board members who have been selected to the board as a representative of
a stakeholder group or region owe the same duties and loyalty to the university
and when their duties conflict with the wishes of the stakeholder or constituent,
their primary duty remains to act in the best interests of the University. In
general, it is not considered a conflict of interest for a member of a broad group
(i.e. students, employees, faculty) to vote on matters that will impact that group.
However, conflict could reasonably be considered to exist for the following
identified groups when considering these matters:
i) Discussions and decisions directly affecting a specific instructional program
in which:
a. a student Board member is enrolled;
b. faculty or employee Board members are employed; or
c. the Board member has a related person enrolled or employed.
ii) Discussions and decisions related to labour negotiations and labour relations:
a. for faculty and employee Board members;
b. for a Board member with a related person who holds a faculty or employee
position at the University;
c. for a Board member with a related persons who holds a position at another
institution who could be seen to gain or benefit from information divulged on
these matters.
e. For purpose of clarification, these Bylaws intend that student members are
permitted to vote on issues related to tuition and fees.
- CONFIDENTIAL INFORMATION
a. Confidential information includes proprietary technical, business, financial, legal,
or any other information which the University treats as confidential (including all
matters discussed at in-camera and committee meetings). Board members
should not either during, or following, their term as a Board member, disclose
such information to any outside person unless authorized.
b. Similarly, Board members should never disclose or use confidential information
gained by virtue of their association with the University for personal gain, or to
benefit friends, relatives or associates.
c. If in doubt about what is considered confidential, a Board member should seek
guidance from the Board chair or the President.
- OUTSIDE EMPLOYMENT OR ASSOCIATION
Board members who accept a position with any organization that could lead to a conflict of interest or situation prejudicial to the University’s interests, should discuss the implications of accepting such a position with the Board chair recognizing that acceptance of such a position might require the member’s resignation from the University’s board.
- ENTERTAINMENT, GIFTS AND FAVOURS
a. It is essential to fair business practices that all those who associate with the
University, as suppliers, contractors or directors, have access to the
University on equal terms.
b. Board members and members of their immediate families should not accept
entertainment, gifts or favours that create or appear to create a favoured
position for doing business with the organization. Any firm offering such
inducements should be asked to cease.
c. Similarly, no Board member should offer or solicit gifts or favours in order to
secure preferential treatment for themselves or the University.
d. Under no circumstances should Board members offer or receive cash,
preferred loans, securities, or secret commissions in exchange for
preferential treatment. Any Board member experiencing or witnessing such
an offer should report the incident to the Board chair immediately.
e. Gifts and entertainment should only be accepted or offered by a Board
member in the normal exchanges common to established business
relationships for the University. An exchange of such gifts should create no
sense of obligation on the part of the director.
f. Inappropriate gifts received by a Board member should be returned to the
donor.
g. Full and immediate disclosure to the Board chair of borderline cases will
always be taken as good-faith compliance with these standards.
- USE OF THE ORGANIZATION'S PROPERTY
Board member should require the University’s approval to use property owned by the University for personal purposes, or to purchase property from the University unless the purchase is made through the usual channels also available to the public. Even then, a Board member should not purchase property owned by the University if that Board member is involved in an official capacity in some aspect of the sale or purchase.
- BREACH
A director found to have breached his or her duty by violating the minimum standards set out in these Bylaws may, by resolution of the Board, be reprimanded or be asked to resign from the Board.
PART VI - OFFICERS OF THE UNIVERSITY
- THE OFFICERS
The Officers of the University are the President and the Bursar.
- THE PRESIDENT
a. In accordance with the Act, the Board shall, by resolution, appoint the President who
shall be the Chief Executive Officer.
b. The President shall exercise such powers and perform such duties as are assigned
by the Act, by any other enactment, by resolution or bylaw of the Board.
c. The President shall be remunerated by the University for his services in an amount
determined by resolution of the Board, and shall receive such other entitlements of
office as may be determined from time to time by resolution of the Board.
- THE BURSAR
a. The office of Bursar at the University will be held by the Vice-President, Administration
and Finance.
b. The Bursar shall, subject to the provisions of any applicable statute or regulation, be
the Chief Financial Officer of the University and exercise such powers and perform
such duties as are assigned to him by the Act or, by resolution or bylaw of the Board.
PART VII - EMPLOYEES OF THE INSTITUTION
Subject to the Act, and these Bylaws, the President, or such person as he may designate, may appoint and define the duties and tenure of such employees as are necessary to carry on the business and operations of the University other than Vice-Presidents and those positions required by legislation to be appointed by the Board.
PART VIII - APPEAL OF SUSPENSION
Pursuant to the Act, an employee suspended by the President, shall have the right to appeal to the Board.
PART IX - AMENDMENT OF THE BYLAWS
Bylaws may be adopted or amended at any regular public meeting of the Board, provided that Notice of Motion of the proposed bylaw or amendment has been served at a meeting of the Board, or a Committee of the Board, not less than twenty-eight (28) days prior to the meeting in question, and such proposed bylaws or amendment shall be made subject to the provisions of the Act.
1 "related person" means a spouse, child, parent or sibling of a Board Member.
2 "conflict" means a conflict of interest or apparent conflict of interest.
3 "apparent" conflict of interest means any situation where it would appear to a reasonable person
that the director is in a conflict of interest situation.