AMENDED AND RESTATED BY-LAWS OF THE UNIVERSITY OF ST. MICHAEL'S COLLEGE December 10, 2014 Collegium/ByLaws/Amended December 10-14
THE UNIVERSITY OF ST. MICHAEL'S COLLEGE (the "University" or "USMC") AMENDED AND RESTATED GENERAL BY-LAW WHEREAS: 1. the University is governed by the University of St. Michael's College Act, 2005 (the "Act"); 2. By-Law No. 1 was approved by the Collegium with effect on January 31, 2006; 3. Amendment to section 9 of By-Law No. 1 was approved by the Collegium with effect on December 12, 2007 (By-Law No. 1 as amended is referred to as the "Existing By-Laws"); 4. the members of the Collegium have agreed to replace the Existing By-Laws with these Amended and Restated By-Laws effective September 22, 2010; 5. Section 11.4 of the By-laws were amended on September 26, 2012; NOW THEREFORE be it enacted as an Amended and Restated By-Law of the University as follows: 1. INTERPRETATION 1.1 Definitions Terms used and not defined in these by-laws shall have the meaning ascribed to them in the Act. "External Members" means members of the Collegium who are not Internal Members. "Internal Members" means members of the Collegium who are students registered full-time at the University of Toronto and/or the Faculty of Theology, faculty, administrative staff or nonadministrative staff of the University, the University of Toronto, and the Pontifical Institute of Medieval Studies, as applicable. "Special Resolution" means a resolution passed by at least two-thirds of the votes cast at a meeting of the Collegium or, in lieu of such confirmation, by the consent in writing of all of the members of the Collegium entitled to vote at any such meeting. 1.2 Interpretation Words importing the singular number in these by-laws only shall include the plural and viceversa. Words importing the masculine gender shall include the feminine and neuter gender; words importing person shall include any individual, firm, any body corporate, corporation, company, partnership, syndicate, trust, government, governmental body or agency, unincorporated body of persons or association. "In writing" or "written" includes printing, Collegium/ByLaws/Amended December 10-14
- 2 - typewriting or an electronic means of communication capable of being visibly reproduced at the point of reception. 1.3 Inconsistency In the case of any inconsistency between these by-laws and the Act, the terms of the Act shall prevail. 1.4 Amendment The Collegium may from time to time repeal, amend and re-enact these by-laws by Special Resolution. 2. EXISTING BY-LAWS 2.1 Existing By-Laws The Existing By-Laws and all other By-Laws pertaining to the governance and general operation of the University or which otherwise conflict with the express provisions of these Amended By- Laws will be of no further force or effect after the effective date of these by-laws. 3. MISSION AND IDENTITY 3.1 Mission The University, federated with the University of Toronto, seeks to be Canada's leading Englishspeaking Catholic University. 3.2 Description and Mandated Goals The University is a Catholic institution of higher learning founded by the Congregation of St. Basil and expanded by cooperation with the Sisters of St. Joseph and the Sisters of Loretto. As a university, USMC is dedicated to the pursuit and sharing of knowledge for its own sake. As a Catholic university, it is committed to the study of the Christian tradition within a context of faith and to fostering the creative engagement of that tradition with the widest range of academic disciplines as well as with other traditions both religious and secular. USMC welcomes faculty and students from every background who want to participate in its life. The University seeks to provide an environment that fosters the intellectual, moral and spiritual development of its members. It encourages an understanding and respect for the values of the gospel and their implications for individual and social life. The University fulfills its mission through three distinct academic teaching units and through its student residence programme. St. Michael's College is the undergraduate division of the USMC. Its students and faculty are members of the University of Toronto, whose dedication to academic
- 3 - excellence the College fully shares. The College implements the Mission of USMC in ways specific to its special connection with the University of Toronto. The Faculty of Theology provides, within the context of the Toronto School of Theology, graduate theological education of an academic and professional nature and promotes theological research. It is a pioneer in theological education for lay men and women. The Continuing Education Division collaborates with community partners and with the other units of USMC to offer lifelong learning opportunities for personal and professional enrichment. Through non-degree programmes it provides support for those in leadership roles in the Catholic community. USMC is committed to fostering among the members of all divisions a learning community animated by the Spirit of Christ, dedicated to the formation of the whole person and nurtured by liturgical celebrations and other common activities. 3.3 Article X Ordinances Issued By The Canadian Conferences Of Bishops In View Of The Correct Applications Of The Apostolic Constitution Ex Corde Ecclesiae And The General Norms Of Ex Corde Ecclesiae The General Norms of Ex Corde Ecclesiae ("Ex Corde") and the Ordinances issued by the Canadian Conferences of Bishops in View of the Correct Applications of the Apostolic Constitution Ex Corde Ecclesiae (the "Ordinances") are annexed to and incorporated into these By-laws. The governance and activities of the University of St. Michael's College is informed by and based on Ex Corde and the Ordinances. 3.4 Affiliations The University of St. Michael's College is committed to fulfilling its mission and mandated goals through affiliation with the Pontifical Institute of Medieval Studies and such other strategic partners and organizations as determined from time to time. 4. HEAD OFFICE The Head Office of the University shall be at 81 St. Mary Street in the City of Toronto, in the Province of Ontario, or such other place as the members of the Collegium may from time to time decide. 5. SEAL The Seal, an impression whereof is stamped in the margin hereof, shall be the seal of the University.
- 4-6. COLLEGIUM 6.1 Powers and Responsibilities The Collegium shall govern the affairs of the University. The management of the affairs of the University and control of its property and funds shall be vested in the members of the Collegium. The responsibilities of the members of the Collegium shall include responsibility to ensure the establishment of appropriate human resources, governance, operational, financial and academic priorities which are in keeping with good academic practice, engaging in such activities as shall promote the mission and mandated goals of the University and exercising all such powers and doing all such acts and things as may be exercised by the members according to law, statute, bylaw, rule or regulation. 6.2 Number of Members The membership of the Collegium shall consist of a minimum of twelve (12) members and a maximum of twenty-four (24) members, 1 a majority of whom are not Internal Members. The Collegium shall from time to time fix the number of members within the minimum and the maximum. 6.3 Composition of Collegium and Term of Members Subject to the Act and these by-laws, the Collegium shall consist of the members set forth below, who shall serve for the term provided below and shall be elected or appointed as provided below: Member Term of each member Election or Appointment Process (as applicable) APPOINTED MEMBERS Source Internal or External Member 6.3.1 The President of the University Member of the Collegium during his or her term of office Ex officio Section 7(1) 1 of the Act Internal 6.3.2 One member who is from among the heads of the divisions of the University referred to in subsection 2(2) of the Act One-year term renewable; provided however that his or her term as a member of the Collegium shall terminate if he or she ceases to be a head of a division of the University Appointed by the President Section 7(1) 4 of the Act Internal 6.3.3 One member from among the undergraduate students of the University appointed by the St. Michael's College Student Union One-year term, with eligibility to be reappointed Nominating and Governance Committee to correspond with the St. Michael's College Student Union By-Laws Internal 6.3.4 One member from among the graduate students of the Faculty of Theology appointed by the Student Life Committee One-year term, with eligibility to be reappointed Nominating and Governance Committee to correspond with the Student Life Committee By-Laws Internal 1 Note that this section will have to be amended when the By-Laws are revised so that the total number of Collegium members will be 21 (which is the number provided under the USMC Act.
- 5 - Member Term of each member Election or Appointment Process (as applicable) Source Internal or External Member 6.3.5 Subject to Section 6.4, three or four members to be appointed by the Superior General of the Basilian Congregation Three-year term, renewable The Superior General of the Basilian Congregation shall make the appointment after consultation with the Collegium. The nominees need not be members of the Basilian Congregation Three members appointed pursuant to Section 7(1) 2 of the Act; one member is appointed pursuant to the By-Laws Internal or External 6.3.6 One member who is an appointee of the Roman Catholic Archbishop of Toronto or the Archbishop's delegate Three-year term, renewable Appointed by the Roman Catholic Archbishop of Toronto or the Archbishop's delegate Section 7(1) of the Act External 6.3.7 One External member proposed by the Nominating and Governance Committee after consultations with the Sisters of St. Joseph of Toronto and the Sisters of Loretto Three-year term, renewable The Sisters of St. Joseph of Toronto and the Sisters of Loretto on an alternating basis. The nominee need not be a member of the Sisters of St. Joseph or the Sisters of Loretto By-Laws External ELECTED MEMBERS 6.3.8 One member elected from among the full-time staff of the University (staff to include administrative and non-administrative employees) Three-year term, renewable Election to be coordinated by the Nominating and Governance Committee, from among the applicable constituency By-Laws Internal 6.3.9 One member elected from among the full-time fellows of the University teaching in the Faculty of Arts & Science Three-year term, renewable Election to be coordinated by the Nominating and Governance Committee, from among the applicable constituencies By-Laws Internal 6.3.10 One member elected from among the full-time professional librarians employed by the University Three-year term, renewable Election to be coordinated by the Nominating and Governance Committee, from among the applicable constituencies By-Laws Internal 6.3.11 One member elected from among the full-time teaching staff of the Faculty of Theology Three-year term, renewable Election to be coordinated by the Nominating and Governance Committee, from among the applicable constituency By-Laws Internal 6.3.12 Two External Members from among the alumni of the University Three-year term, renewable The nominees shall be subject to election by the Collegium By-Laws External 6.3.13 One External Member who is a director of education, principal or teacher involved in the Catholic secondary school sector Three-year term, renewable The nominees shall be subject to election by the Collegium By-Laws External
- 6 - Member Term of each member Election or Appointment Process (as applicable) Source Internal or External Member 6.3.14 Up to seven members to achieve the optimal number of members of the Collegium Three-year term, renewable The nominees shall be subject to election by the Collegium By-Laws External (up to 7 members) 6.4 Number of Collegium Members Basilian Congregation Appointees Notwithstanding any provision to the contrary in these by-laws, 6.4.1 If there are sixteen (16) or fewer members of the Collegium, there shall be three (3) members of the Collegium who are appointees of the Superior General of the Basilian Congregation within the category of members set forth in subsection 6.3.5; 6.4.2 In the event that there are more than sixteen (16) members of the Collegium, there shall be four (4) members of the Collegium who are appointees of the Superior General of the Basilian Congregation within the category of members set forth in subsection 6.3.5. 6.5 Election or Appointment at Annual Meeting Except as otherwise provided in these by-laws, the election or appointment of Collegium members shall be held at each annual meeting of the Collegium, or at such other time as the Collegium may determine. 6.6 Candidates for the Collegium Candidates for the Collegium shall include those nominees recommended by the Nominating and Governance Committee. A list of such proposed nominees shall be sent to all members of the Collegium not less than fifteen (15) days before the annual meeting of the Collegium at which the election of candidates is to be administered together with a curriculum vitae and the consent of the nominee. Additional candidates may be nominated in writing. A list of such additional nominations, together with the signed consent of the proposed nominee and a curriculum vitae, shall be delivered to the members of the Collegium not less than seven (7) days before the annual meeting of the Collegium at which the election of candidates for the Collegium is to be administered. The Nominating and Governance Committee shall administer the process of accepting any such additional nominations. The chair of the annual meeting of the Collegium shall declare elected those candidates who have been nominated without contest, and shall hold a vote by show of hands in order to determine which candidates shall fill any contested seats. The vote of the majority will prevail. If requested by any member of the Collegium, a ballot shall be held. In the case of a tie, the chair of the annual meeting shall cast the deciding vote.
- 7-6.7 No Invalidity, etc. Subject to the Act, if any person or constituency that is given the right or authority to elect or appoint a member or members of the Collegium does not exercise that right or authority within the time period established by the Nominating and Governance Committee, the constitution of the Collegium shall not be invalid. Subject to the Act, the Nominating and Governance Committee shall have the authority to replace the member of the Collegium not so elected or appointed with another person that it nominates (for confirmation by the Collegium) for the full term that would have applied to such member. 6.8 Internal and External Members Members of the Collegium who qualify as Internal Members shall not be elected or appointed as External Members. A member of the Collegium who has been elected or appointed as an Internal Member who then becomes an External Member shall be deemed to have resigned. A member of the Collegium who has been elected or appointed as an External Member who then becomes an Internal Member shall be deemed to have resigned. 6.9 Vacancy Any vacancy in the Collegium, however caused, may be filled by the remaining members of the Collegium from the applicable constituency of the vacated member, whether constituting a quorum or not, at a meeting of the Collegium. If the position of any appointed member of the Collegium becomes vacant, the person entitled to make the appointment shall appoint another person to fill the vacancy for the remainder of the term. In the case of filling a vacancy of a member of the Collegium required to be nominated based on consultations with another person in accordance with section 6, the Nominating and Governance Committee shall consult with the particular person before filling the vacancy. If it is not reasonably practical for the Collegium to fill a particular vacancy prior to a meeting of the Collegium, provided that there is a quorum at a meeting of the Collegium, the business conducted at a meeting of the Collegium shall not be invalid by reason of any such vacancy. 6.10 Termination of Term of Internal Members Notwithstanding any other provision of these by-laws, the term of Internal Members shall terminate immediately upon such persons (i) ceasing to be employed by the University, the University of Toronto, the Pontifical Institute of Medieval Studies, as applicable; and (ii) in the case of a student, the student ceasing to be a student registered full-time at the University in good standing. 6.11 Withdrawal of Members Any member of the Collegium intending to withdraw from membership shall give the Secretary of the Executive Committee 30 days notice of his or her intention to do so; an ex officio member,
- 8 - if any, may not withdraw from the Collegium unless the member is also withdrawing from his or her office in the University. 6.12 Removal of Members and Deemed Resignation Members elected or appointed to the Collegium may be removed by a Special Resolution of the Collegium if, in the opinion of the Collegium, their continued membership is disadvantageous to the Collegium or the University. Members elected or appointed to the Collegium who either (i) do not attend three consecutive meetings of the Collegium or (ii) do not attend three of five meetings of the Collegium shall be deemed to have resigned their membership in the Collegium. 7. OFFICERS 7.1 Chancellor The Chancellor shall preside over convocation ceremonies of the University. The Chancellor of the University shall normally be the Ordinary of the Roman Catholic Archdiocese of Toronto. The Chancellor is not a member of the Collegium. 7.2 Vice-Chancellor The President of the University shall be the Vice-Chancellor. The Vice-Chancellor shall act in the place of the Chancellor if he or she is not able to act. 7.3 Chair The Chair of the Collegium shall be an External Member. The Chair shall preside over meetings of the Collegium and the Executive Committee and shall be elected for a term of two years, which term may be renewed. The Chair shall be elected by the members of the Collegium and shall serve from the first meeting after the annual meeting of the Collegium at which he or she is elected and shall continue to serve until a successor assumes office. In the absence of the Chair, the Vice-Chair shall preside at meetings of the Collegium, and if both the Chair and the Vice- Chair are absent, the members shall choose one of their number to be the chair of a meeting of the Collegium. 7.4 Vice-Chair There shall be at least one Vice-Chair or such other number as may be determined from time to time. The Vice-Chair shall be an External Member and shall be elected for a term of two years, which term may be renewed. Unless other provision is made, the Vice-Chair shall be elected by the External Members of the Collegium and shall serve from the first meeting after the annual meeting of the Collegium at which he or she is elected and shall continue to serve until a successor assumes office. In the case of the absence or inability to act of the Chair, the Vice- Chair shall perform the duties of the Chair.
- 9-7.5 Appointment and Term of President The President of the University is the senior administrative officer of the University and is charged with the oversight of the University as a whole. The President of the University, subject to the Act, shall be appointed for a term to be determined by the Collegium, which term may be renewed from time to time thereafter. 7.6 Secretary The Secretary shall be elected for a term of two years, which term may be renewed. The Secretary need not be a member of the Collegium. 7.7 Other Officers and Position Descriptions The Collegium shall appoint such other officers of the University as it deems appropriate, on the recommendation of the President. 8. COMMITTEES 8.1 Committees There shall be 5 Committees of the Collegium: (i) Appointments and Academic, (ii) Executive, (iii) Finance and Audit, (iv) Nominating and Governance, and (v) Presidential Search, and such other committees as may be established from time to time. 8.2 Chairs The Chairs of each of the Committees shall be a member of the Collegium. 8.3 Chair and President Ex-Officio The Chair of the Collegium and the President shall be an ex-officio member of each Committee. 8.4 Term Unless otherwise stated, members of a Committee shall serve a one-year term, which term may be renewed. 8.5 Quorum Unless otherwise stated, a majority of the members of a Committee shall constitute a quorum for the transaction of business. 8.6 Vacancy A vacancy occurring on a Committee shall be filled by the Collegium on the recommendation of the Nominating and Governance Committee; provided that if the vacancy occurs on the Nominating and Governance Committee, the vacancy shall be filled by the Executive Committee.
- 10-9. APPOINTMENTS AND ACADEMIC COMMITTEE 9.1 Composition There shall be an Appointments and Academic Committee of the Collegium to assist the Collegium in discharging its duties in respect of appointments and academic matters. 9.2 Meetings The Appointments and Academic Committee shall meet a minimum of four (4) times a year. 9.3 Duties The Appointments and Academic Committee shall make recommendations to the Collegium in respect of the (i) establishment of faculties, departments, divisions, colleges, schools, institutes, seminaries, halls, chairs and lectureships of the University; (ii) appoint and remove faculty members, librarians and other officers and employees and determine their remuneration, duties and tenure of office; subject in the case of the members of the Faculty of Theology to the approval of the Roman Catholic Archbishop of Toronto and the Superior General of the Basilian Congregation. 10. EXECUTIVE COMMITTEE 10.1 Composition There shall be an Executive Committee of the Collegium, which shall consist of a Committee of at least six members of the Collegium, including the Chair, Vice-Chair, the Chair of the Finance and Audit Committee, the President, and at least two External Members as chosen by the Collegium. The Chair of the Collegium shall be the Chair of the Executive Committee. 10.2 Term Members of the Executive Committee shall serve a two-year term, which term may be renewed. 10.3 Meetings The Executive Committee shall meet at least six (6) times in each year (each such year commencing after the date of the annual meeting of the Collegium). The Executive Committee shall have as many extraordinary meetings as its business may require. A member of the Executive Committee may at any time summon a meeting of the Executive Committee. 10.4 Duties The Executive Committee shall provide oversight of the responsibilities of the Collegium and be responsible for co-ordinating the work of the Committees of the Collegium and deal with such matters as does not come within the purview of any Committee and for acting for the Collegium under delegated authority between meetings of the Collegium. The Executive Committee shall report to the Collegium on all its transactions since the preceding meeting of the Collegium.
- 11 - The Executive Committee shall establish a sub-committee composed of the Chairman, the President, and such other External Members of the Executive Committee as the Executive Committee may determine, for the purpose of conducting negotiations and being responsible for contractual relations with senior officers of the University, with the exception of terms and conditions relating to the President's employment. The Executive Committee shall establish a sub-committee for the purpose of conducting the review of the performance and compensation of the President. 11. FINANCE AND AUDIT COMMITTEE 11.1 Composition There shall be a Finance and Audit Committee of the Collegium, which shall consist of at least three (3) members of the Collegium, and such other persons as may be approved by the Collegium. The Bursar and the Director of Alumni Affairs and Development shall be a member of the Finance and Audit Committee whether or not he or she is a member of the Collegium. A majority of the members of the Finance and Audit Committee, shall be members of the Collegium and shall be External Members. The Collegium shall designate the chair of the Finance and Audit Committee. 11.2 Term Members of the Finance and Audit Committee shall serve a three-year term, which term may be renewed. 11.3 Meetings The Finance and Audit Committee shall meet at least four (4) times a year. 11.4 Duties The Finance and Audit Committee shall have the responsibility for making recommendations to the Collegium on all matters having a financial impact on the University. The Finance and Audit Committee shall recommend for Collegium approval of annual operating and capital budgets, annual financial statements, developing and recommending policies for the establishment and operation of endowment funds. The Finance and Audit Committee shall have such other powers as the Collegium shall delegate to it. The Finance and Audit Committee shall be the Pension Committee of the USMC Pension Plan. The Finance and Audit Committee shall be the Audit Committee of the Collegium. As the Audit Committee, the Finance and Audit Committee shall oversee the legal and regulatory compliance and accountability of the University, receive and review its audited financial statements and report to the Collegium with respect thereto and shall have such other powers and duties as may from time to time by resolution be assigned to it by the Collegium. As the Audit Committee, the Finance and Audit Committee shall review its terms of reference annually and recommend to the Collegium any required changes.
- 12 - The Finance and Audit Committee shall recommend to the Collegium on the appointment of external auditors, assess the auditor's services and review their fees. Upon this recommendation, the members of the Collegium shall appoint an auditor or a firm of auditors each fiscal year. 12. NOMINATING AND GOVERNANCE COMMITTEE 12.1 Composition There shall be a Nominating and Governance Committee of the Collegium, which shall consist of four External Members appointed by the Collegium. The Chair of the Nominating and Governance Committee shall be designated by the Collegium. 12.2 Meetings The Nominating and Governance Committee shall meet at least three (3) times a year. 12.3 Duties A Nominating and Governance Committee of the Collegium shall be constituted for the purpose of determining nominees for the Collegium and its Committees, and administering elections of certain members of the Collegium in accordance with the requirements of section 6.3. The Nominating and Governance Committee shall act in the best interests of the University in reviewing and recommending candidates to the Collegium and renewal and completion of terms. It shall consider, without limitation, the appropriate skills needed by the Collegium as a whole, and appropriate diversity and community representation in the membership of the Collegium. The Nominating and Governance Committee shall consult with various persons and constituencies in this process, as it deems appropriate. The Nominating and Governance Committee shall also review Committee memberships annually and report to the Collegium. 13. PRESIDENTIAL SEARCH COMMITTEE 13.1 Composition The Collegium, shall appoint a Presidential Search Committee not later than 18 months before the expiration of the then President's term. The Presidential Search Committee shall be comprised of the Chair of the Collegium; four External Members of the Collegium, to be determined by the Collegium on the recommendation of the Nominating and Governance Committee of the Collegium, two of whom are alumni; the Superior General of the Basilian Congregation or his delegate; the Principal or Dean of Theology, provided he or she is a member of Collegium, to be determined by the Nominating and Governance Committee; an elected faculty member from the Faculty of Arts and Science (College Programs and Fellows); an elected faculty member from the academic staff of the USMC (Theology and Library); an elected member of the non-academic staff; a student appointed jointly by the St Michael s College Student Union and the Student Life Committee;
- 13 - and the President of the University of Toronto or his or her delegate. A majority of the Presidential Search Committee shall be i) External Members; and ii) members of the Collegium. The External Members of the Presidential Search Committee shall include the Chair. 13.2 Chair The Chair shall normally chair meetings of the Presidential Search Committee. 14. MEETINGS OF THE COLLEGIUM 14.1 Place of Meetings Subject to any legal restrictions as to holding same within Ontario, all meetings of the Collegium, annual, regular or special, may be held at such place as the Executive Committee may determine. 14.2 Calling of Meetings and Notice No public notice or advertisement of members' meetings, annual, general or special, shall be required, but notice by letter of the place and time of such meeting shall be delivered by electronic communications or, telecopied or mailed, post prepaid, to each member to his or her last known post office address or telecopier number at least ten days before the holding of the meeting. Provided always that meetings of the Collegium may be held at any time and place without such notice if all the members of the Collegium are present at such meeting, and at such meeting any business may be transacted which the Collegium in general or special meeting may transact. Any member of the Collegium may at any time waive notice of any meeting. Any error or accidental omission to give the notice above mentioned to any member shall not invalidate any meeting or any resolution passed at any meeting. 14.3 Minimum Number of Meetings The Collegium shall hold a minimum of four regular meetings in each year at such date, time and place as may be determined by the Executive Committee. In addition to the meetings referred to in this section 14.3, a meeting of the members of the Collegium may be called at any time by the Chair or by the Executive Committee and, subject to the above, for any place. 14.4 Annual Meeting An annual meeting of the Collegium shall be held on the 3 rd Wednesday of September for the purpose of (1) approving the audited financial statements; (2) approving the recommendation of the Nominating and Governance Committee for the electing members of the Collegium; (3) appointing the auditors; and (4) receiving the annual report of the President.
- 14-14.5 Quorum A majority of the members of the Collegium shall constitute a quorum for the transaction of business provided (i) a minimum of three Internal Members and six External Members are present; and (ii) a meeting shall not be properly constituted if there is not a majority of External Members present. If within one hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned until such other date as established by the Executive Committee, and if at such adjourned meeting a quorum of members is not present, it shall be deemed to be duly constituted. 14.6 Voting Every member of the Collegium shall have one vote. Unless otherwise determined by Special Resolution, a majority of the members of the Collegium is sufficient to pass resolutions on regular business matters. Matters that require a Special Resolution shall include, but not be limited to, the purchase, sale, transfer, mortgage, conveyance or other disposition of land, a change to the University's mission, and the granting of tenure. In the event of a tie vote, the Chair of the Collegium shall have the deciding vote. 14.7 Alternate Methods of Participation (a) (b) (c) A resolution in writing signed by all of the members of the Collegium or all members of a committee thereof entitled to vote on that resolution is as valid as if it had been passed at a meeting of the Collegium or the relevant Committee. A member of the Collegium or any committee thereof may participate in a meeting of the Collegium or of any Committee thereof by means of telephone, video conferencing or other communication facilities that permit all persons participating in the meeting to hear each other, and a member of the Collegium or committee thereof participating in a meeting by those means is deemed for the purposes hereof to be present at that meeting. Where it is not convenient to hold a meeting of the Collegium or a Committee of the Collegium or in the event a quorum is not otherwise available, a resolution signed by a member of the Collegium or the committee and faxed, e-mailed or delivered by other appropriate written means of communication to the Secretary, or in the event of a meeting, to the Chair of the meeting, shall be deemed to constitute a valid vote of the said member of the Collegium or committee with respect to the matter set forth in the said resolution as if he or she had been in attendance at a meeting of the Collegium or the relevant Committee. 14.8 In Camera Meetings 14.8.1 Meetings, or portions thereof, during which one or more of the following items are to be discussed shall be held in camera:
- 15 - (a) (b) (c) confidential financial or personal matters of any person; financial transactions whose disclosure would in the opinion of the Executive Committee be prejudicial to the interests of the Collegium; any other item which a majority of the members of the Collegium present and voting, vote to discuss in camera. 14.8.2 Minutes of any part of a meeting of the Collegium which is held in camera, including a record of decisions taken, shall not form part of the regular minutes of the Collegium but shall be kept separately by the Secretary and made available for scrutiny only to members of the Collegium who were not excluded from the meeting and to anyone who may be authorized by the Executive Committee to see them. The regular minutes shall recite only that the Collegium moved in camera to discuss an item as required by these by-laws. Where a decision concerning a person is made in camera, the Secretary shall notify such person of the decision which is intended to be made known to such person. 14.8.3 When the Collegium conducts its proceedings in camera pursuant to the provisions of these by-laws, all persons who are not members of the Collegium or of its secretariat shall withdraw from the chamber except such named persons as may be specifically invited by resolution of the Collegium to remain. The Chairman may request that any member of the Collegium withdraw from the chamber for in camera proceedings if the member has an interest in the matters considered or if the confidential or personal nature of the matters to be discussed are such that his attendance would be prejudicial to the interests of the Collegium. 14.8.4 Except as otherwise expressly provided herein, the proceedings of any meeting or part of a meeting of the Collegium or any Committee thereof which is conducted in camera, including the minutes of and other records concerning any such meeting or part thereof, shall be kept in confidence by every member and officer of the Collegium and of any Committee thereof and by any other person invited or permitted to attend any such meeting or part thereof. 14.8.5 Notwithstanding the provisions of these by-laws pertaining to in camera sessions, the Executive Committee may cause to be entered in the regular minutes of the Collegium a statement of the decision on a matter taken by the Collegium when debating such matter in camera where the Committee considers it to be in the interests of the University that such decision be publicly recorded. Such statement shall not indicate the grounds upon which the Collegium arrived at its decision or the nature of the debate preceding such decision. 15. FINANCIAL ARRANGEMENTS 15.1 Bank Accounts 15.1.1 The University's bank accounts shall be kept in such banks or other financial institutions or depositories as the Collegium may from time to time determine,
- 16 - and cheques thereon shall be signed on behalf of the University as the Collegium may from time to time direct. 15.1.2 The Collegium may cause to be opened any number of bank accounts of the University and may, by resolution provided in respect of each account, designate the officer or officers or person or persons whose signatures shall be required on cheques of the University and a different officer or officers or person or persons may be authorized to sign in respect of different accounts. 15.2 Auditors One or more auditors of the University shall be appointed annually by the Collegium, on the recommendation of the Finance and Audit Committee, whose duty it shall be to examine and audit all books, vouchers and accounts of the University and all documents having reference to the business of the University. 15.3 Signing Unless otherwise ordered or authorized by resolutions of the Collegium, all deeds, transfers, contracts, or documents requiring execution by the University, under seal or otherwise, shall be signed by any two of the President, the Vice-President of the University, and the Dean of the Faculty of Theology, or such other signing officers as may be specifically determined by the Collegium from time to time. 16. INDEMNITY Every member of the Collegium, officer appointed by the Collegium or other person who has undertaken or is about to undertake any liability on behalf of the Collegium, and his heirs, executors, administrators, legal representatives and estate, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the University, from and against all costs, charges and expenses whatsoever which such member of the Collegium or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by the member, in or about the execution of the duties of his office or in respect of any such liability; and all other costs, charges and expenses which the member sustains or incurs in or about or in relation to the affairs thereof; except such costs, charges or expenses as are occasioned by the member's own wrongful and wilful neglect or default. No member of the Collegium shall be liable for the acts, receipts, neglects or defaults of any other member of the Collegium or employee of the University or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by the University through the insufficiency or deficiency of title to any property acquired by the Collegium or for or on behalf of the University or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the University shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited, or any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or
- 17 - other assets belonging to the University or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and wilful act or through his own wrongful and wilful neglect or default. 17. CONFLICT OF INTEREST Every member of the Collegium who is in any way directly or indirectly interested in a proposed contract or transaction or a contract or transaction with the University shall declare that interest at a meeting of the Collegium. The declaration shall be made at the meeting of the Collegium at which the question of entering into the contract or transaction is first taken into consideration or, if the member is not at the date of that meeting interested in the proposed contract or transaction, at the next meeting of the Collegium held after the member becomes so interested, and in the case of a member becoming interested in a contract or transaction after it is made, the declaration shall be made at the first meeting of the Collegium held after the member becomes so interested. If a member of the Collegium has made a declaration of his or her interest in a proposed contract or transaction or a contract or transaction in compliance with this section and has not voted in respect of the matter, the member is not accountable to the University for any profit realized from the contract or transaction, and the contract or transaction is not voidable by reason only of the member holding that office or of the fiduciary relationship established thereby. 18. AMENDMENT This By-Law may be amended at any meeting of the Collegium by Special Resolution provided notice of any such amendment shall appear in any notice calling such meeting.
TABLE OF CONTENTS 1. INTERPRETATION... 1 1.1 Definitions... 1 1.2 Interpretation... 1 1.3 Inconsistency... 2 1.4 Amendment... 2 2. EXISTING BY-LAWS... 2 2.1 Existing By-Laws... 2 3. MISSION AND IDENTITY... 2 3.1 Mission... 2 3.2 Description and Mandated Goals... 2 3.3 Article X Ordinances Issued By The Canadian Conferences Of Bishops In View Of The Correct Applications Of The Apostolic Constitution Ex Corde Ecclesiae And The General Norms Of Ex Corde Ecclesiae... 3 3.4 Affiliations... 3 4. HEAD OFFICE... 3 5. SEAL... 3 6. COLLEGIUM... 4 6.1 Powers and Responsibilities... 4 6.2 Number of Members... 4 6.3 Composition of Collegium and Term of Members... 4 6.4 Number of Collegium Members Basilian Congregation Appointees... 6 6.5 Election or Appointment at Annual Meeting... 6 6.6 Candidates for the Collegium... 6 6.7 No Invalidity, etc.... 7 6.8 Internal and External Members... 7 6.9 Vacancy... 7 6.10 Termination of Term of Internal Members... 7 6.11 Withdrawal of Members... 7 6.12 Removal of Members and Deemed Resignation... 8 7. OFFICERS... 8 7.1 Chancellor... 8 7.2 Vice-Chancellor... 8 7.3 Chair... 8 7.4 Vice-Chair... 8 7.5 Appointment and Term of President... 9 7.6 Secretary... 9 7.7 Other Officers and Position Descriptions... 9 8. COMMITTEES... 9 8.1 Committees... 9 Collegium/ByLaws/Amended December 10-14
- ii - 8.2 Chairs... 9 8.3 Chair and President Ex-Officio... 9 8.4 Term... 9 8.5 Quorum... 9 8.6 Vacancy... 9 9. APPOINTMENTS AND ACADEMIC COMMITTEE... 10 9.1 Composition... 10 9.2 Meetings... 10 9.3 Duties... 10 10. EXECUTIVE COMMITTEE... 10 10.1 Composition... 10 10.2 Term... 10 10.3 Meetings... 10 10.4 Duties... 10 11. FINANCE AND AUDIT COMMITTEE... 11 11.1 Composition... 11 11.2 Term... 11 11.3 Meetings... 11 11.4 Duties... 11 12. NOMINATING AND GOVERNANCE COMMITTEE... 12 12.1 Composition... 12 12.2 Meetings... 12 12.3 Duties... 12 13. PRESIDENTIAL SEARCH COMMITTEE... 12 13.1 Composition... 12 13.2 Chair... 13 14. MEETINGS OF THE COLLEGIUM... 13 14.1 Place of Meetings... 13 14.2 Calling of Meetings and Notice... 13 14.3 Minimum Number of Meetings... 13 14.4 Annual Meeting... 13 14.5 Quorum... 14 14.6 Voting... 14 14.7 Alternate Methods of Participation... 14 14.8 In Camera Meetings... 14 15. FINANCIAL ARRANGEMENTS... 15 15.1 Bank Accounts... 15 15.2 Auditors... 16 15.3 Signing... 16
- iii - 16. INDEMNITY... 16 17. CONFLICT OF INTEREST... 17 18. AMENDMENT... 17