By-Laws

Statement of Indemnification
Officers
Meetings
Procedures
Agenda
Duties of the Chairman
The President
Committees

Statement of Indemnification

Members of the Board of Governors shall incur no liability, either collectively or individually, in acting upon any papers, documents, data or information believed by them to be genuine and accurate, and to have been made, executed, delivered or assembled by the proper parties. No member of the Board shall incur any liability for anything done in good faith and in the purported exercise of his or her duties as a Member of the Board. No member of the Board shall be liable for the act or omission of any other member. Mount Royal University shall indemnify and save harmless each and all the members of the Board of Governors from and against any loss, expense, claim, demand, action or thing of any nature whatsoever, arising out of their performance or purported performance of their powers, duties and functions under the Post-Secondary Learning Act or Mount Royal Board of Governors By-laws, except that this indemnity shall not in any way extend so as to protect any member from liability relating to his or her failure to act in good faith.

Officers

1.1	The Chairman of the Board, appointed by the Lieutenant Governor in Council, shall be the presiding officer of the Board.
1.2	The Board shall elect annually a Vice-Chairman of the Board and all chairmen and vice-chairmen of its standing committees on recommendation of the Chairman of the Board.
1.3	In the absence of the Chairman and Vice-Chairman, the Board of Governors may elect from among its members an Acting Chairman to preside at its regular or special meetings.
1.4	The Board shall appoint, on recommendation of the President, a Secretary to the Board from among the management or support staff exempt employees of the University. The said officer shall be responsible for the records, minutes, and correspondence of the Board of Governors.

Meetings

2.1	The Board of Governors shall meet in regular session at least four times each year, with the schedule established at the last regular meeting of the previous year. It shall meet at other times by agreement or at the call of the Chair. Changes in the regular schedule of meetings of the Board must be agreed upon at the regular meeting previous to the proposed change of date.
2.2	The regular meetings of the Board of Governors shall include a session that is open to the public. Special Board meetings and all standing and ad hoc committee meetings shall be held in camera. Resource persons may be invited to all Board and committee meetings on a regular or ad hoc basis.
2.3	Special meetings of the Board shall be convened at the call of the Chair or by written notice of five members of the Board. Written notice of special meetings must be received by all members of the Board of Governors at least three days prior to the date of the special meeting. The requirement for such notice may be waived by unanimous approval of the Board.
2.4	Meetings of the Board may be held by telephone conference call.

Procedures

3.1	The Board shall be governed by Roberts Rules of Order except as amended in its by-laws. Copies of Roberts shall be given to new Board members on appointment.
3.2	Resolutions shall be presented on motion by a member of the Board. No seconder shall be required.
3.3	The Chairman shall vote on all motions presented to the Board. The Chairman shall not cast a deciding vote in the event of a tie.
3.4	Tie votes shall be deemed lost.
3.5	Board members may abstain from voting only upon declaration of a conflict of interest. They may be disqualified from voting only with the consent of a majority of the Board present.

Agenda

4.1	The Chairman of the Board shall be responsible for the agenda of regular and special meetings of the Board of Governors. Requests for inclusion of items on the agenda shall be filed with the Secretary no later than five business days before the regular meeting date. The agenda items for special meetings of the Board shall be announced with notice of the meeting.
4.2	The agenda shall be approved by the Board as a first item of business at each meeting of the Board. The Chair may request the inclusion of emergent items for which sufficient notice has not been received.
4.3	Requests for agenda items from members of the faculty, staff and students of the University shall be filed with the President of the University (except recommendations from the Academic Council), who shall make recommendation to the Chairman regarding their inclusion. Requests from the general public for agenda items shall be filed with the Chairman who shall rule on them. The Chairman shall report to the Board in confidential session on those agenda requests which have been rejected. The Board may overrule the Chair by majority vote.

Duties of the Chairman

5.1

The Chairman of the Board:

Shall be responsible for the agenda of Board meetings as outlined in 4.1 to 4.3.
Shall be the official spokesman of the Board to articulate the policies of the Board to the University, community, and government, and may delegate that authority to the President from time to time.
Shall serve as liaison for the Board to the University President between meetings of the Board except in those areas specifically designated as the responsibility of standing committees of the Board.
Shall be ex officio and voting member of all standing and ad hoc committees of the Board of Governors.

5.2

The Vice-Chairman of the Board shall exercise all the duties of the Chairman in his/her absence.

5.3

The Acting Chairman of the Board shall be elected to preside over one meeting. His/her duties shall cease at the adjournment of that meeting.

The President

6.1	Shall be an ex officio and voting member of all standing and ad hoc committees of the Board except in those cases where the Board or its committees are reviewing the exercise of the office.
6.2	Shall be the Head of Mount Royal University for the purposes of the Freedom of Information and Protection of Privacy Act.

Committees

7.1	The voting members of all standing and ad hoc committees of the Board shall be restricted to Board members only.
7.2	The Board shall elect the members of its standing committees annually on recommendation of the Chairman of the Board.
7.3	Standing committees shall deal with business referred by the Board or may take initiative to review and make recommendations to the Board on any matter within their areas of responsibility.
7.4	The President, in consultation with the Chairman of the Board, may refer matters to standing committees of the Board prior to their appearance on the agenda of a regular meeting of the Board.