Reviewing Bylaws:Science, Art or Both?

COWCUBS October 2014

Purpose of Bylaws (Susan Belcher) Framework and Content (Jodie Gallais) Factors That Trigger a Review or Revision

(Annette Revet) Advice from Colleagues (Annette Revet) Approaches/Processes (Margo Baptista) Q&A

Why, Who, What and How… and other questions

Why should they be created? What is the goal?

Are they a necessary evil? How do they enhance good governance? What are the rewards of establishing sound

bylaws? What is the risk of not doing them well?

Purpose

SUSAN

General Bylaws Special Bylaws Policies Charters, Charter of Expectations Governance Guidelines Terms of Reference (Board and Committees) Statement of Responsibilities General Governance Documents Rules, Rules of Operation Guidelines, Procedures

By Any Other Name…

SUSAN

Bylaws are not one-size fits all◦ Wide range of structure and content

Bylaws vary by type of institution and circumstances◦ Unicameral◦ Bicameral◦ Tricameral◦ Provincial Legislation

Individual Institution Acts, Provincial System Act◦ Institutional Policy and Procedure Framework◦ Institutional Culture, Governing Bodies Culture

For example:◦ Composition and Membership: Often the Bylaws restate

what is contained within the Provincial Legislation.

Things we noticed….

SUSAN

What belongs in them? What does not?◦ One document or more?

Corporate Governance Bylaws◦ How do these adapt within the university setting?

Differentiating governance process from the structures and rules of governance

Framework and Content

JODIE

Some Typical Articles in Bylaws Statutory Basis of Bylaws Definition and Interpretation Composition and Term of

Office◦ Members◦ Officers: Chair, Vice Chair,

President, University Secretary Powers and Duties of the

Body◦ Powers and Duties◦ Limitation on Powers◦ Delegation

Confidentiality◦ Confidential Information◦ Confidentiality Requirement

Meetings◦ Regular Meetings: Open, Closed, In-

Camera, Committee of the Whole◦ Special Meetings◦ Conduct of Meetings◦ Agenda and Consent Agenda◦ Rules of Order◦ Voting◦ Quorum◦ Presentations◦ Public Conduct in Meetings◦ Meeting by Electronic Means

Committees◦ Establishment and Dissolution◦ Terms of Reference

JODIE

Some Typical Articles (cont’d) President

◦ Appointment◦ Role◦ Delegation

University Secretary◦ Appointment◦ Role

Official Records Protection of Members and

Others Orientation and Professional

Development Evaluation

Code of Conduct◦ Create a separate document

and business process?◦ If breached, what are the

consequences? Conflict of Interest

◦ Create a separate document and business process?

University Seal Amendments and Additions

to Bylaws Fiscal Year Remuneration, Expense

Reimbursement

JODIE

Factors That Trigger a Review Requirement is stated within

the bylaws e.g. every three years, five years

Too much time had passed since last review

Outdated language Semi-regular consultation with

an external advisor Becoming a university and

changing of governing legislation

Technology: ◦ electronic voting◦ participation of members by

telephone or electronic means

Needed to align with policy developments

Committee structure review Committee mandates were

out of date Committee(s) were no longer

relevant or required Revisions to procedures Attempt to streamline by

consolidating consistent procedures and information for committees

Desire to strengthen the role of Senate Executive

Discussions at CUBA on best or leading practices

ANNETTE

Advice from Colleagues…. Consider what will help you

with the governance process

Deal with overly prescriptive matters outside of the bylaws (e.g. don’t embed committee terms of reference in the bylaws)

Proofread carefully Engage committee chairs to

provide input Create a committee but

keep it small in size Include a requirement for

regular review within the policy framework

Reconnect with the governing body at intervals in the process

It’s a slow process and can require several discussion meetings

Establish a framework of principles to guide the process

Use an external consultant but don’t let them “drive the bus”

Leverage technology; use web-links to existing legislation, documents, etc. ANNETT

E

Advice from Colleagues…. Be attuned to issues and

surprises in existing bylaws All at once instead of

piecemeal As and when needed, rather

than a massive overhaul project

On an ongoing or periodic basis

Build in flexibility and clarity; use non-restrictive language so you don’t have to change it frequently

Align the bylaws of both governing bodies

Deal with overly prescriptive matters outside of the bylaws (e.g. don’t embed committee terms of reference in the bylaws)

Use plain/ simple language that enables all stakeholders (those governing, those supporting and those affected by decisions) to understand the meaning, intention and impact of the bylaws

Leave the document better than you found it

ANNETTE

Joint Task Force on Bi-cameral Governance or a Joint Board-Senate Liaison Committee◦ to address areas of overlap between the two bodies and ensure

compliance with legislation Cross-body membership

◦ Set out in legislation or governing bodies’ bylaws◦ Special resolution providing for cross-representation (non-voting)

Board members participate on institutional committees or task forces to help develop broader understanding of the university

Hold a joint lunch or dinner meeting or a strategic workshop on a subject of mutual interest

Provide written reports to each governing body Conduct orientations Provide a flowchart depicting the decision-making matrix

Strategies for Connecting Governing Bodies

ANNETTE

Suggested Processes for Reviewing / Revising Bylaws Establish a working

group or task force Responsibility of a

Committee◦ Governance, Bylaws,

Executive Engage a bylaws expert Legal Department University Secretary

◦ Resource?◦ Author?

MARGO

Processes for Reviewing / Revising – What really happens…

Spread all of the paper on the floor and walls of your office or home (hope that the dog or cat don’t mess up your highly sophisticated system)

Gather copies of bylaws from other organizations

Use Post-It notes to flag key elements

MARGO

Processes for Reviewing / Revising – What really happens…

Privately, lament that you are in over your head but don’t ask for help.

Publicly, smile and tell everyone you are enjoying the process

MARGO

http://www.google.ca/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&docid=o8rEXdwtfCvGkM&tbnid=YbNDUbyYreAymM:&ved=0CAUQjRw&url=http://www.dreamstime.com/royalty-free-stock-photos-question-mark-image22537418&ei=HOEIVPicJeGJiwLfgoHYAQ&bvm=bv.74649129,d.cGE&psig=AFQjCNERMoiMt7DuiCXRQGFU3N_FvCHIZw&ust=1409954151467238

How current are your bylaws? When were they last updated? How would you describe the framework and content of your bylaws? Is there a provision in your bylaws that you wish was updated or

had been adopted before the need for it arose? Is there a provision in your bylaws that you wish was not there? What might trigger a review of the bylaws? Which best practices or leading practices should be included in

bylaws? What advice would you have for others who are embarking on a

review of bylaws? What process is/was used to review/revise your bylaws?

◦ Who does the work? Who is consulted? What is the role of the University Secretary in the bylaws

development or review process?

Questions

Samples from Alberta,

Saskatchewan and BCTo demonstrate

the diversity of approach in and across provinces

Interpretation Role, Power and

Responsibilities Composition Chair Vice Chair Governor Expectations Protection from

Liability and Indemnity Meetings

Voting Committees Outside Advisors Spokesperson Board Assessment Signing Authority

and Execution Bylaw

Amendments General

University of Calgary – Board (draft under development)

Role of General Faculties Council Membership Responsibilities Handbook (This is not a formally-approved document):

◦ General Information: role, responsibilities, how GFC works, connection between GFC and board, membership, quorum, replacement and voting at meetings, motions/resolutions, typical agenda, committee of the whole, faculty councils

◦ Committee Information: Committee system, election or appointment by GFC, principles for delegation of authority

◦ Additional Information: Guidelines for Issues Brought to GFC for Action, website, Blackboard site, GFC contact directory

University of Calgary – GFChttp://www.ucalgary.ca/secretariat/gfc

General Governance Documents◦ Charter of

Expectations ◦ Code of Conduct and

Ethics◦ Governance

Guidelines◦ Rules of Operation◦ Terms of Reference for

an Individual Governor

Contracts and Position Description◦ Committee Chairs◦ President

Investment Policies◦ Investment

Governance Document

◦ Investment Management Policy

University of Lethbridge - Boardhttp://www.uleth.ca/governance/board-governors/governance-documents

Part 1: Enactment, Definitions, Interpretation Part 2: Council

◦ Primary role, Council year, Powers and Capacity, Members, Responsibility, Meetings, Voting, Chair and Vice Chair, Minutes

Part 3: Committees◦ Establishment, Standing Committees. Ad Hoc

Committees, Appointment to External Bodies Part 4: Procedures for Appointment of Senior

Administrators Part 5: Officers Part 6: Conflict of Interest

University of Lethbridge – GFChttp://www.uleth.ca/governance/general-faculties-council-bylaws

Statement of Indemnification

Definitions Composition of the

Board of Governors Term of Office Officers Powers of the Board Corporate Seal and

Execution of Documents Duties of the Chair The President

Conflict of Interest Meetings Procedures Agenda Quorum Attendance at Board and

Committee Meetings Committees Board Standing

Committees General Faculties Council By-laws of the Board

Mount Royal University - Boardhttp://www.mtroyal.ca/AboutMountRoyal/OfficesGovernance/BoardofGovernors/By-Laws

Governance Structure Definition GFC Membership and Terms of Office Officers of GVC GFC Meetings General GFC Procedures Role and Function of GVC Committees/ Sub-committees Standing Committees and Sub-committees Faculty Councils Responsibilities of Councillors Vacancies Adoption or Amendment of GFC By-laws Suspension of GFC Bylaws Appendices: Conduct of Meetings, Election Processes, Templates for

Standing Committee Annual Reports, Faculty Council Annual Reports, Standing Committee Annual Plans, Legislation Governing the University

Mount Royal University - GFChttp://www.mtroyal.ca/AboutMountRoyal/OfficesGovernance/GeneralFacultiesCouncil/

Interpretation The University Board of Governors Overview Board Composition Board Members Board Officers Decision Making and Meetings

of the Board Board Documents Corporate Issues (Delegation of

Authority, Seal, Fiscal Year, Borrowing Powers, Financial Controls)

Committees Assessment Bylaw Matters

Appendices: ◦ Protocol Agreement◦ Board Skills Matrix Rating Form◦ Guidelines for Determining the

Local of Policy Making at the Board and Executive Levels

◦ Terms of Reference (Audit, Distinguished Service, Finance and Facilities, Governance and Nominations, Human Resources)

◦ Board Evaluation◦ Compliance with Adapted

TSX Corporate Governance Guidelines

◦ Performance Measurement Framework

University of Regina - Board http://

www.uregina.ca/president/governance/board-of-governors/policies.html

Definitions Membership Election Meetings Committees Faculties Convocation Standards for Students Affiliation Federation

University of Regina - Senatehttp://www.uregina.ca/president/governance/senate/index.html

Definitions Composition of the Board of

Governors Role of the Board of Governors Responsibilities of a Board

Member Meetings Procedures and Voting Records Officers of the Board Committees

◦ Authority, Membership, Term, Vacancies, Committee Chairs and Vice Chairs, Committee Secretaries, Meetings, Quorum, Decisions, Reports, Work Plan and Terms of Reference (attached as appendices)

Powers of the Board Amendment

OTHER Forms and Guidelines:◦ Board Decision Item◦ Board Information Item◦ Guidelines for

Submitting Items to the Board Representation to the Board In Camera Items Governing Board Member

Responsibilities Procedures for nomination of

Board Chair and Vice Chair Board Education and

Development Board Work Plan

University of Saskatchewan – Board http://www.usask.ca/university_secretary/board/Bylaws%20Dec%202012.pdf

Part One: ◦ Constitutional Powers and Duties◦ Election of Faculty Members◦ Procedural Bylaws: Quorum, Duties of Chair and Vice Chair,

Election of Chair and Vice Chair, Membership, Meetings◦ Committees: Creation, Responsibilities◦ Conflict of Interest: Proceedings, Committees, Definition

Part Two: Committees (Membership, Responsibilities, Part Three: Credentials, Cancellation of Credentials,

Scholarships, Establishment of Colleges and Divisions, Constitution and Duties of Faculty Councils, Programs of Study, Enrolment Management, Admission of Students, Examinations, Grading and Assessment, Affiliation and Federation

University of Saskatchewan – University Councilhttp://www.usask.ca/secretariat/governing-bodies/council/

Code of Conduct Powers of the Board Members Agendas Minutes Committees Governance Practices

◦ Exit Interview Process◦ Internal Review and Assessment

Process◦ Meeting Model – Structure and Timing

of Board Meetings◦ Policy/Strategy Meeting Guide 2012-13◦ Vacancies on the Board

Meeting Rules (Regular, Special, Standing Committee Special Meetings, Chair, Procedural Rules, Notices, Voting, Quorum, Meeting by Electronic Means, Unanimous Consent Agenda)

Distinguished Professors Distinguished Professors

Emeritus/Emerita Emeritus/Emerita Titles Peter D. Curry Chancellor’s Award Distinguished Service Award

Senate Chancellor Other – Governing Documents

◦ Governance◦ Officers◦ University Community◦ Students◦ Staff◦ Academic◦ Research◦ Financial◦ Operations◦ External◦ A-Z Index

University of Manitoba - Boardhttp://umanitoba.ca/governance/bog/

Role of Senate Members Agendas Motions Minutes Committees Meeting Rules Honorary Degree Recipients

University of Manitoba – Senatehttp://umanitoba.ca/governance/senate/

Various Bylaws #1 Precedence #3 Head Office #4 University Seal #5 Public Records #8 Conduct of Board

Members/Conflict of Interest #12 Meetings of the Board #13 The Chair of the Board and

the Vice Chair #14 Bylaws (New, Changes &

Deletions) #17 Recruitment of the President #19 Indemnification of Board

Members #20 Meeting Conduct – Recording

and Communication Devices

Policy 11.30 Statement, Principles and

Approach Appendix A, Interpretation Appendix B, Board Charter Appendices C1-C7

Committee Mandates Appendix D1-D2, Statement

of Roles (President, Governors, Board Chair)

Appendix E Governance and Orientation

Appendix E1 Annual Orientation and Development Practices

Vancouver Island University - Boardhttp://www.viu.ca/board/bylaws.index.php

Preamble Definitions Composition and Election Meetings Powers, Term, Limitation of Liability,

Statement of Conduct, and Conflict of Interest of Senators

Standing Committees and Task Forces

Vancouver Island University – Senatehttp://www2.viu.ca/senate/

How the Board Works:◦ Board Committee

Composition◦ When the Board

Meets◦ Communicating

with the Board

Procedures of the Board◦ Election of Chair and Vice Chair◦ Chair◦ Meetings◦ Duties◦ Conflict of Interest and

Confidentiality◦ (Committee Terms of Reference:

Executive and Governance, Finance, University Operations and Facilities, Audit, Compensation and Review)

◦ Appointments◦ Attendance at Committee

Meetings◦ Appeals to the Board of

Governors

University of Victoria - Boardhttp://www.uvic.ca/universitysecretary/governors/board/index.php

Membership Committees Meetings Minutes How the Senate Works

◦ Senate Rules and Procedures Rules and Procedures, Membership, Meetings,

Committees, Amendments to Rules and Procedures◦ Rules to Govern Elections to the Board and the Senate

Student Appeals Honorary Degrees

University of Victoria – Senatehttps://www.uvic.ca/universitysecretary/senate/