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  3. By-Law No. 2

By-Law No. 2

Committees of the Board of Trustees

(As approved by the Board of Trustees May 2013 and amended May 2014 and June 2023)

Table of Contents 

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

1. General

  1. The Board of Trustees may from time to time appoint such standing or special purpose committees as it considers desirable. Such committees may be appointed for such purposes as the Board considers appropriate. The Board may delegate to any such committee any of the powers of the Board. 

2. Ex Officio Membership

  1. The Chair of the Board, the Principal, the Chancellor and the Rector shall be ex officio members of all committees of the Board unless otherwise provided by the Board in any particular case and, in such cases, shall have the right to vote in common with all appointed members unless otherwise specified

3. Procedure

  1. Subject to the provisions of this By-law and to any restrictions imposed by the Board, each committee of the Board shall have the power to regulate its procedures. A majority of the membership of every committee shall constitute a quorum.
  2. At all meetings of a committee every question shall be decided by a majority of the votes cast on the question and in the case of an equality of votes the Chair of the meeting shall be entitled to a second or casting vote.
  3. The committee shall keep records of its meetings in which shall be recorded all actions taken by it.
  4. A resolution signed by all members of a committee shall have the same force and effect as if passed at a regularly constituted meeting.
  5. The Chair of the committee shall preside at meetings and, in his/her absence, the Vice-Chair of the committee shall preside. If both the Chair and Vice-Chair of the committee are absent, the members present shall appoint one of their number Acting Chair to preside at the meeting. 

4. Reporting

  1.  Committees of the Board shall report regularly to the Board on their activities and deliberations. 

5. Appointments

  1. Any Trustee who is a member of a committee shall, ipso facto, cease to be a member of the committee upon ceasing to be a member of the Board unless expressly appointed thereafter and any member may be removed from a committee at any time by the Board.
  2. If and when a vacancy exists on a committee, the remaining members thereof may exercise all the powers of that committee so long as a quorum remains in office. 

6. Meetings

  1. Meetings of committees shall be held at such location, at such time and on such day as the Chair of the committee or, in the absence of the Chair, a Vice-Chair of the committee may determine.
  2. Notice of meetings shall be given to each member not less than 48 hours before the time when the meeting is to be held provided that the accidental omission to give notice to any member, or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings of the meeting.
  3. Meetings of committees shall be closed and attendance shall be restricted to the members thereof, guests invited by the Chair of the committee, senior administrators attached to the committee and the individuals whose support those administrators require for the meeting, and the secretary.
  4. All committee agendas shall make provision for an in camera session where the members will meet alone, without any guests, administrators or secretarial support. No actions are to take place during the in camera session and no minutes of that portion of the proceedings will be recorded. 

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7. Committee Chairs and Vice-Chairs

  1. The Board shall appoint a Chair for every committee and may appoint one or more Vice-Chairs as the Board considers appropriate.
  2. In addition to meeting his/her obligations as a trustee, if applicable, the Committee Chair shall provide effective leadership to the Committee so as to fulfil its duties as outlined in its mandate. The Committee Chair shall:

         a. Apply the Board’s bylaws as they relate to the committee;
         b. Conduct committee work in accordance with the committee’s mandate as approved by the Board. Ensure the committee reviews its mandate on an annual basis and reports any findings and recommendations to the Board;
         c. Call meetings and set or approve committee meeting agendas in consultation with the Board Chair, Board Secretary and Principal;
         d. Preside over all committee meetings, ensuring they are conducted in an efficient, effective and focused manner;
         e. Establish rules of procedure to be followed at each committee meeting;
         f. Conduct an annual self-assessment of the performance of the committee against its terms of reference;
         g. Foster responsible decision-making by the committee and its individual members;
         h. Ensure committee members have the appropriate skills and knowledge to effectively carry out their duties and responsibilities. Ensure that all new committee members receive an orientation to the committee;
          i. Report to the Board on a regular basis on the committee’s activities, approvals and recommendations;
          j. Ensure appropriate records and minutes of committee meetings are kept; and
         k. Carry out any other duties and responsibilities assigned by the Board, the Board Chair or delegated by the committee.

8. Membership

  1. Unless specifically provided otherwise in the mandate of a committee, there shall be no limit on the number of individuals who may be appointed to a committee. The Board may appoint to committees such individuals as are desirable (including, without limitation, in appropriate circumstances persons who are not members of the Board) provided that the majority of the membership of committees shall normally be comprised of Trustees.
  2. Appointments to committees shall be made by the Board of Trustees on the recommendation of the Governance and Nominating Committee generally for terms of three years with one-third, as near as may be, completing their terms on May 31 each year, but eligible for re-appointment to a maximum of nine consecutive years of service provided that the period of service completed by a Trustee appointed to serve a broken term of office shall be disregarded in computing the length of service on a committee. After a break of at least one year, a former committee member whose eligibility for appointment has expired pursuant to the foregoing paragraph is eligible to be re-appointed to the committee for a further maximum of nine consecutive years of service.

9. Subcommittees

  1. Standing Committees of the Board may create such subcommittees, taskforces and working groups as, in their view, are desirable, with such membership and mandates as they may specify, provided that no such bodies shall exist for longer than two years without being submitted to the Governance and Nominating Committee for review and further provided that the mandates of these bodies shall not exceed the mandate of the standing committee.

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10. Application

  1. This By-law shall be of general application to all standing and special purpose committees of the Board of Trustees. Where provisions within the mandates of committees conflict with the provisions of this By-law, the provisions within the mandates shall prevail.

11. Standing Committees

  1. The following are the standing committees of the Board of Trustees, with the mandates as contained in the respective schedules as referenced:

 

Committee Name Schedule
Audit and Risk Link
External Relations and Development Link
Finance, Assets, and Strategic Infrastructure Link
Governance and Nominating Link
Human Resources Link
Investment Link
University Culture Link

Note: The ֱ Board-Senate Advisory Committee is a Joint Board and Senate Standing Committee with the mandate as contained here.

12. Amendment of By-law

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

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Principles Guiding Board Committees 

General

These Principles are supplementary to By-Law No. 2.

The Board of Trustees retains responsibility for the strategic direction of Queen’s University and for fulfilment of the Board’s fiduciary duty through oversight of financial controls, financial sustainability, risk management, and compliance.  Standing Committees are subject to Board oversight and are created to enhance the capacity of the Board to fulfil its strategic and fiduciary terms of references.  These guiding principles apply to all Board standing committees and their subcommittees. 

Committee Structure Review

On behalf of the Board of Trustees, the standing committee of the Board delegated with responsibility for university governance (“Governance Committee”) will consider, from time to time and at least every five years, the overall standing committee structure.  The objective of the committee structure review is to ensure that the structure continues to enhance the Board’s capacity to do its work.  As well as standing committee structure, the review will consider committee practices.  The committee structure review will apply governance leading practices including committee purpose, duties, and responsibilities, and the number of committees.  

Standing Committees

1.    Terms of Reference
 
a.    Standing Committees (including subcommittees) will be created by way of terms of reference approved by the Board.  Terms of reference will be reviewed by the standing committees at least every three years and comments provided to the Governance Committee respecting any proposed changes.  Terms of reference may be amended at any time on recommendation of the Governance Committee and approval of the Board. 

b.    Standing Committee terms of reference for all committees and subcommittees will be in a consistent format and will include: 
    i.    A general statement of purpose;
    ii.    A delegation of authority and/or responsibility from the Board of Trustees including authority to: 
        1.    Monitor and provide oversight; 
        2.    Provide advice to the Board or the Principal;
        3.    Review and recommend matters to the Board for approval; and/or,
        4.    Approve matters on behalf of the Board. 
    iii.    A statement of duties and responsibilities;
    iv.    A description of the composition of the committee and any specific skills requirements or attributes of members;
    v.    A statement of governance practices; and
    vi.    An approval and review date for the terms of reference.

c.    Standing Committee terms of reference will confirm: 
    i.    that committee members will fulfil the same expectations and are held to the same standards in their committee roles as in their board roles, including the Board’s Code of Conduct;
    ii.    that committee members will fully and effectively participate in the work of the committee, including through attendance at committee meetings; and 
    iii.    a commitment to including diverse perspectives on the committee in line with the Board’s commitments to advance Indigenization, Equity, Diversity, Inclusion, Anti-Racism and Accessibility. 

2.    Expectations of Committees

a.    Committees will remain mindful that their role is to enhance the capacity of the Board’s work and specifically will: 
    i.    Fulfil the requirements of their terms of reference;
    ii.    Fulfil their responsibility to be duly diligent while avoiding becoming involved in the administrative and operational work of the University;
    iii.    Remain mindful of the committee’s accountability to the Board and its role within the university’s system of shared governance and conduct committee work in a manner that enhances shared governance;
    iv.    Engage during in camera sessions at each meeting to reflect on the committee’s effectiveness and opportunities for increased effectiveness;
    v.    At least annually, undertake an assessment of their own effectiveness; and
    vi.    Participate in annual committee member education programs to ensure that committee members are positioned to be effective.


3.    Committee Chairs

a.    Committee Chairs and Vice-Chairs (if any) will be appointed by the Board. 
b.    In addition to other requirements of By-Law No. 2 Committee Chairs are responsible for leading and facilitating the work of their committees in accordance with these Principles and more specifically will: 
    i.    Ensure that the committee works in accordance with annual work plans that align with its terms of reference and the Board’s strategic and oversight plans and priorities;
    ii.    Ensure that committee agendas and work align with and advance annual work plans;
    iii.    In addition to the reporting requirements in By-Law 2, report regularly but at least once annually to the board with respect to progress against work plans; 
    iv.    Lead a structured in camera session at each committee meeting.  The session should include a discussion of: 
        1.    The connection between the agenda items and the work plan goals and explore how well the materials and discussion advanced the item including what changes the committee would like to see; 
        2.    The effectiveness of the committee itself (i.e., is there broad and effective engagement, and is the focus at the right level); and,
        3.    Whether individual members feel prepared and comfortable engaging and asking questions about the materials.
    v.    Provide comments back to the University Secretary regarding the in camera discussions. 
 

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