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Meeting Procedures of the Board of Trustees

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

Table of Contents 

• Regular Meetings
• Special Meetings
• Attendance of Members
• Open Session
• Closed Session
• In Camera Session
• Members of Board Committees
• Guests
• Voting Rights
• Electronic Voting
• Delegations
• Attendance of the Public
• Decorum
• Communications
• Minutes
• Quorum
• Voting
• Notices
• Code of Conduct
• Amendment of By-law

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

1. Regular Meetings

1. Regular meetings of the Board of Trustees shall be held at least quarterly. Notice of the time and place shall be given at least two weeks in advance and the agenda one week in advance sent electronically to all members. Regular meeting dates shall be published for the information of Trustees for the next three years.

2. Special Meetings  

1. Special meetings of the Board of Trustees may be called by the Chair of the Board. Notice and agenda of special meetings shall be given at least 48 hours in advance. 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 any meeting.

3. Attendance of Members

1. Attendance of members at regular or special meetings 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. A Trustee participating in such a meeting by such means is deemed to be present at that meeting. 

4. Open Session

1. Regular meetings of the Board of Trustees shall be open to attendance by the public, subject to the limitations of space and except during those portions designated as closed or in camera sessions for consideration of confidential business, including, but not limited to, matters concerning personnel, finance, acquisition or disposal of property and other matters, the disclosure of which might be prejudicial to an individual or not in the best interest of the University. 

5. Closed Session

1. The Chair of the Board or, in his or her absence, the presiding Vice-Chair, in consultation with the Principal and the Secretary of the Board, will designate those items on the agenda that will be considered in closed and in camera sessions. The Chair of the Board may at any time during a meeting, declare the meeting, or any part thereof, a closed session so long as the business of the closed session is considered confidential pursuant to section 4. The Chair of the Board will designate which administrators and guests may remain for the closed session provided that the Principal, as a trustee, and the Secretary of the Board shall always remain. Persons who participate telephonically during closed sessions of meetings taking place in person shall verbally confirm that they are alone in a secure location where the conversation cannot be heard by others. The Board may make decisions during the closed sessions.

6. In Camera Session 

1. The Chair of the Board may at any time during a meeting, declare the meeting, or any part thereof, an in camera meeting. The Chair of the Board will designate which administrators, including the Principal, and guests, if any, may remain for the in camera session. Persons who participate telephonically during in camera sessions of meetings taking place in person shall verbally confirm that they are alone in a secure location where the conversation cannot be heard by others. The Board may not make decisions during in camera sessions unless:
   1. The Principal is available to participate in the meeting or the decision is in respect of the Principal him or herself; and
   2. The Secretary of the Board is present to record actions, or the Board appoints one of its own number to act as Secretary pro tem, who shall record the actions of the Board and provide a record of same to the Secretary for safekeeping.

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7. Members of Board Committees

1. Members of Board Committees, who are not Trustees or observers, may be given speaking privileges at open session meetings of the Board at which the business of the Committee is on the agenda and the Board Chair shall be empowered to place a time limit on such privileges. 

8. Guests

1. The Chair or the Principal may invite to a particular meeting of the Board persons whose presence would be useful to the deliberation and may invite such persons to speak.
2. Members of Board Committees who are invited by the Principal or the Chair may, at the discretion of the Chair, attend that portion of a closed session meeting of the Board which relates to their particular subject.

9. Voting Rights

1. Subject to section 10 of this By-law, Trustees must be present at a meeting to exercise their vote.  Proxy votes are not allowed.
2. Ex Officio members of the Board have voting privileges at all meetings of the Board of Trustees and Committees of which they are members, unless the mandates specified in By-law 2 provide otherwise.
3. The Chair of any meeting of the Board of Trustees shall have a deliberative vote and also a casting vote in case of equality of votes. S.C., 1912, c. 138, s. 13. 

10. Electronic Voting

1. The Chair of the Board or, in his or her absence, the presiding Vice-Chair, in consultation with the Principal and the Secretary of the Board, may designate matters which may be decided by email vote of the members where,
   1. a decision of a matter is required before the next regularly scheduled meeting of the Board of Trustees; and
   2. items in question,  in the view of the Chair of the Board or, in his or her absence, the presiding Vice-Chair, are not controversial and do not require extensive background and explanation; and
   3. it would be impractical, in the view of the Chair or, in his or her absence, the presiding Vice-Chair, to schedule a special meeting of the Board.

2. The Chair of the Board or, in his or her absence, the presiding Vice-Chair will request the Secretary circulate the motion(s) to Trustees 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 permitted by the Chair of the Board or, in his or her absence, the presiding Vice-Chair.
   4. Quorum for electronic votes shall be reached when fifty percent plus one of the current membership, including ex officio members, have voted.  If quorum is not achieved by the end of the voting period, the period may be extended by a maximum of seven (7) days.
   5. The Secretary will announce the results at the end of the voting period.

3. Decisions of the Board by email shall be placed before the next regular meeting of the Board for ratification and, unless there is a procedural or other defect so significant that it would invalidate the decision, as determined by a two-thirds majority of the members present, the Board shall so ratify the decision, which shall be recorded in the minutes of that meeting.   

11. Delegations

1. A member of the public may request an appearance before the Board for the presentation of a statement. The request will be considered by the Chair, who shall be empowered to place a time limit on a delegation, if the request and a summary of the statement are submitted to the Secretary of the Board at least three working days prior to the date set for a Board meeting. All submissions shall be made by email to trustees@queensu.ca.

12. Attendance of the Public

1. Admission for members of the public, faculty, students and staff who are not Trustees or have not been invited to participate in the meeting, shall be by non-transferable tickets issued by the University Secretariat on a first-come, first-served basis from Monday at 9:00 a.m. to Friday at 9:30 a.m. in the week of the Board meeting. If it appears to the Secretary that the demand for tickets for a particular meeting will be greatly in excess of the supply, a lottery system may be instituted for that meeting. Application for admission as a visitor shall be made by email to trustees@queensu.ca, as described in this section.

13. Decorum

1. All participants shall maintain the decorum prescribed for parliamentary galleries. No person shall bring a camera or a recording device into a Board meeting. In the event of a disturbance, the Chair may eject persons from the meeting or adjourn the meeting.   

14. Communications

1. The Chair of the Board shall be the only spokesperson for the Board.

15. Minutes

1. Minutes of all meetings of the Board shall be made by the Secretary. That portion of minutes relating to business dealt with by the Board in closed session shall appear as a separate section of the minutes and be made available only to Trustees, unless otherwise ordered by the Chair. Material considered in closed sessions shall remain confidential to Trustees. Appointment decisions approved by the Board of Trustees in closed session shall be reported in the regular minutes when they are published. Generally, no record of in camera sessions shall be kept.    

16. Quorum

1. Quorum of the Board of Trustees shall be 50 per cent plus one of the members. Vacant positions on the Board shall not be counted for the purposes of quorum.

17. Voting

1. Votes on decisions shall be carried by a majority of the votes cast except in situations where a two-thirds majority of votes cast is deemed necessary by regulation or by agreement.

18. Notices

1.  A notice or other document required by any by-law or resolution of the Board of Trustees to be sent or provided to a Trustee or a member of a committee of the Board may be delivered to the email address last provided to the Secretary of the University.
2. A notice or other document sent in accordance with subsection (1) to a Trustee or a member of a committee of the Board is deemed to be received immediately following delivery unless there are reasonable grounds for believing that the Trustee or a member of a committee of the Board did not receive the notice or document at that time or at all.
3. If on two consecutive occasions a notice or other document sent to a Trustee or a member of a committee of the Board in accordance with subsection (1) is returned as undeliverable, the Secretary is not required to send any further notices or documents to the individual until the individual informs the Secretary, in writing, of the individual’s new email address.  

19. Code of Conduct

1. The standards of conduct noted in Section VI (Confidentiality) of the Board of Trustees’ Code of Conduct apply to Senate  appointees, external experts, and others appointed by the Board of Trustees, officers of the University, and other persons authorized to attend closed meetings or closed sessions of the Board or its Committees.
   All those attending an open session of the Board or a Board committee meeting in a non-member capacity are expected to adhere to the Board of Trustees’ by-law 3.13 regarding decorum, which states that “All participants shall maintain the decorum prescribed for parliamentary galleries.” As noted in the same, the Chair has the authority to eject persons from any meeting or adjourn the meeting.

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20. 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.