By-Laws

 
All previous by-laws are hereby repealed and the following by-laws are enacted by the Board of Governors of Mount Royal University.

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 University 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.

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Definitions

In these by-laws:

2.1Act means the Post-secondary Learning Act (Alberta).
2.2Alternative Academic Council Regulation means Alberta Regulation 219/2066, established under section 47.1 of the Act.
2.3Board means the Board of Governors of Mount Royal University.
2.4Chair means a presiding officer, as in Chair of the Board or committee Chair.
2.5Committee means a standing committee of the Board of Governors.
2.6Conflict of Interest means a situation whereby a Board Member has or represents a personal or professional interest that could compete with that of the University.
2.7Constituent Board Member means a member appointed or elected by the representative constituency as defined in section 44(2)(b) of the Act.
2.8Constituency means the MRFA, the MRSSA, or the SAMRU.
2.9Ex-officio means a member by virtue of the person’s office. The position may be “voting” or “non-voting”.
2.10Faculty means an academic Faculty of Mount Royal University.
2.11Faculty member means all academic staff members including: full-time and part-time instructors, assistant professors, associate professors, full professors teaching credit courses; any other person teaching a credit course; counsellors; educational developers; librarians; and those persons from time to time designated “academic staff members” by the Board.
2.12Member means a Public Board Member or a Constituent Board Member.
2.13Mount Royal means Mount Royal University.
2.14MRFA means the Mount Royal Faculty Association.
2.15MRSSA means the Mount Royal Support Staff Association.
2.16Officer of the Board means the Chair or Vice-Chair of the Board, and such members as the Board may designate from time to time.
2.17Officer of the University means the President, Vice-President(s), and such other officers as may be designated from time to time by the Board.
2.18President means the President of Mount Royal University.
2.19Public Board Member means a member appointed by the Lieutenant Governor in Council under section 44(2)(c) or 44(2)(c.1) of the Post-secondary Learning Act.
2.20Quorum means the minimum number of voting members in attendance in order for a meeting to commence or continue.
2.21Resource means a person from University community who attends and participates in discussion (non-voting) at Board and committee meetings.
2.22SAMRU means the Students’ Association of Mount Royal University.
2.23Signing Officer means any officer of the Board and any Officer of the University so designated by the Board of Governors.
2.24University means Mount Royal University.

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Composition of the Board of Governors

The composition of the Board of Governors, as established by section 44(2) of the Act shall consist of the following members:

3.1The following persons appointed by the Minister:
 (a) one faculty member nominated by the Mount Royal Faculty Association;
 (b) one student member nominated by the Students’ Association of Mount Royal University;
 (c) one support staff member nominated by the Mount Royal Support Staff Association.
3.210 persons appointed by the Lieutenant Governor in Council, one of whom shall be designated as chair; and
3.3the President of Mount Royal University.

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Term of office

4.1A Member shall serve for a term not exceeding three years as prescribed in the appointment letter and continues to hold office after the expiry of the person’s term of office until the person is reappointed, the person’s successor is appointed or a period of 3 months has elapsed, whichever occurs first.
4.2A Member is eligible for reappointment for a 2nd term but not for a further term until a period of 3 years following the member’s 2nd term has expired.
4.3Notwithstanding sections 4.1 and 4.2 above, if a member of the Board, other than the Chair, is designated as chair of the Board at any point during the member’s 2nd term, the Lieutenant Governor in Council may amend the term prescribed in the member’s appointment so that the member’s 2nd term expires on the earlier of the following:
 (a) the expiry of a period prescribed in the amended appointment that does not exceed 3 years from the date of the member’s designation as chair;
 (b) the revocation of the member’s designation as chair.

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Officers

5.1The Chair of the Board, appointed by the Lieutenant Governor in Council, shall be the presiding officer of the Board.
5.2The Board shall elect annually a Vice-Chair of the Board and all chairs and vice-chairs of its standing committees on recommendation of the Governance & Nominating Committee of the Board.
5.3In the absence of the Chairs and Vice-Chairs, the Board of Governors may elect from among its members an Acting Chair to preside at its regular or special meetings.
5.4The 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.

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Powers of the Board

6.1Except for those matters assigned by the Act or the Alternative Academic Council Regulation (2006) to the General Faculties Council, the governance of the University, the control of its property and revenues, and the conduct of its business affairs, are vested in the Board.
6.2The Board may exercise such powers as are necessary to carry out its duties and, without limiting the generality of the foregoing, the Board has the authority to:
 (a) Appoint or remove the President;
 (b) Grant tenure to a member of the faculty and terminate such tenure;
 (c) Set the salary levels and other benefits of the officers and employees of the University;
 (d) Appoint and discharge committees, but if the Board delegates to a committee, the power and authority to act for the Board, a majority of the members of the committee shall be members of the Board;
 (e) Plan and implement the physical development of the University;
 (f) Establish and collect fees and charges for academic tuition and for services of any kind that may be offered by the University, and collect other fees and charges, as approved by the Board, on behalf of any entity, organization or element of the University;
 (g) Regulate the conduct of the members of the faculty, students, officers and employees of the University and of all other persons coming upon and using the University’s property or deny any person access to the University’s property.
 (h) Establish and enforce rules and regulations with regard to the use and occupancy of the University’s buildings, grounds and facilities.
 (i) Make by-laws and regulations for the conduct of the Board’s affairs.

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Corporate seal and execution of documents

7.1The corporate or common seal of the University shall be in the custody of the President, or designate, or such other person as the Board may, from time to time, designate.
7.2All contracts, documents or instruments requiring approval by Board resolution shall be signed by any two of the President, Vice-President, Chair of the Board, Vice-Chair of the Board, or Chair of the Audit and Finance Committee of the Board, and all such contracts, documents or instruments in writing, so signed, shall be binding upon the Board without any further formality. The Corporate Seal of the University may, when required, be affixed to the said signed contracts, documents or instruments in writing.
7.3All other contracts, documents or instruments in writing of an administrative nature requiring execution by the University, or on behalf of the University, shall be signed by any two of the President, Vice-President, Chair of the Board, Vice-Chair of the Board, or Chair of the Audit and Finance Committee of the Board, and all such contracts, documents or instruments in writing, so signed, shall be binding upon the Board and the University without any further authorization or formality. The Corporate Seal of the University may, when required, be affixed to the said contracts, documents, or instruments in writing.
7.4All negotiation instruments issued by the University shall be signed by the President, Vice-President, Chair of the Board, Vice-Chair of the Board, or Chair of the Audit and Finance Committee of the Board in such manner as may be designated, from time to time, by the Board.

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Duties of the Chair

8.1The Chair of the Board shall:
 (a) be responsible for the agenda of Board meetings as outlined in 6.1 to 6.3;
 (b) 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;
 (c) 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; and
 (d) be ex officio and voting member of all standing and ad hoc committees of the Board of Governors.
8.2The Vice-Chair of the Board shall exercise all the duties of the Chair in his/her absence.
8.3The Acting Chair of the Board shall be elected to preside over one meeting. His/her duties shall cease at the adjournment of that meeting.

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The President

9.1The President shall:
 (a) 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; and
 (b) be the Head of Mount Royal University for the purposes of the Freedom of Information and Protection of Privacy Act.

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Conflict of interest

10.1A conflict of interest may arise when a Board member has or represents interests that could compete with those of the University.
10.2A Member of the Board or of a committee created by it, who has any interest in a matter in which the University is concerned, shall declare his or her interest as soon as possible and no later than at any meeting at which the matter is to be considered.
10.3Levels of conflict of interest may be addressed as follows:
 Level 1   Acknowledgement of conflict
Individual is permitted to participate in the debate and vote.
 Level 2   Acknowledgement of conflict
Individual is permitted to participate in the debate, but abstains from voting.
 Level 3   Acknowledgement of conflict
Individual may remain in the meeting, but does not participate in the debate and abstains from voting. Individual may provide input to clarify or correct facts only.
 Level 4   Acknowledgement of conflict
Individual is excused from the matter.
10.4Despite subsections 10.1 and 10.2, every Member of the Board or Committee who is an employee of the University may take part in discussions and vote on matters related to the financial operation of the University, other than on matters related to the remuneration, benefits or working conditions of a group of employees of the University.
10.5Conflicts of interest may be raised by any Member; however, declaration of conflict of interest is normally made by the individual or the Chair.
10.6Generally speaking, Members are to put the best interest of the institution first and foremost. While this may be somewhat easier for external Members than internal Members, the internal Members have a duty and responsibility to represent the overall interests of the University.

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Meetings

11.1

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.

11.2The 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.
11.3Board and Committee meetings may be convened or a Member may participate by telephone conference call or other communications facilities that permit all persons participating in the meeting to hear each other. A Member participating by such means shall be deemed to be present at the meeting.
11.4Special 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 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.

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Procedures

12.1The Board shall be governed by Roberts Rules of Order except as amended by its by-laws.
12.2

Resolutions shall be presented on motion by a member of the Board.

12.3The Chair shall vote on all motions presented to the Board. The Chair shall not cast a deciding vote in the event of a tie.
12.4

Tie votes shall be deemed lost.

12.5Board 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.

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Agenda

13.1The Chair 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.
13.2The 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.
13.3Requests 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 General Faculties Council), who shall make a recommendation to the Chair regarding their inclusion. Requests from the general public for agenda items shall be filed with the Chair who shall rule on them. The Chair 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.

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Quorum

14.1The quorum for all Board and committee meetings shall be a majority of the number of Board or committee members.

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Attendance at Board and Committe Meetings

15.1Regular attendance of Board Members at Board and Committee meetings is required to ensure a quorum and to expedite the carrying out of the Board’s and Committee’s business.
15.2Members who find themselves unable to attend a regular meeting of the Board or its committees shall notify the Board Secretary at least twenty-four hours in advance of the meeting.
15.3The Board Secretary shall advise the Chair of the Board or Committee of all such notices of absence.

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Committees

16.1Role of Standing and Ad Hoc Committees
 (a) The effective conduct of Board business relies heavily on the work of Board committees established specifically to consider a broad range of matters related to the function of the University and to report on these to the Board, with recommendations as necessary and appropriate.
 (b) For matters of an ongoing nature, the Board shall establish a framework of standing committees, as outlined in Article 17.
 (c) 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.
 (d) The President, in consultation with the Chair 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.
 (e) At its discretion, the Board may also form ad hoc committees to deal with specific matters of a non-recurring nature. The proposed membership and terms of reference of any such ad hoc committee shall be specified in the motion to strike the committee.
 (f) Ad hoc committees of the Board shall serve until they are discharged by the Board.
16.2General Committee Procedures
 (a) In general, where appropriate and feasible, the procedures of Board standing or ad hoc committees shall parallel those of the Board.
 (b) The Chair shall be an ex officio voting member of every Board standing or ad hoc committee and the President will be an ex officio voting member of every Board standing or ad hoc committee.
 (c) All Board standing or ad hoc committees shall report directly to the Board.
 (d) A Board standing or ad hoc committee may also report to another committee at the other committee’s request. Any such report shall also be conveyed to the Board for information.
 (e) Secretarial support for each committee shall be coordinated through the Board Secretary unless otherwise stipulated in the By-laws.
 (f) The voting members of all standing and ad hoc committees of the Board shall be restricted to Board members only.
 (g) The Board shall appoint the members of its standing committees annually on recommendation of the Governance and Nominating Committee of the Board.

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Board standing committees

17.1The Board shall establish the following standing committee framework:
 (a) Academic Affairs Committee
 (b) Audit & Finance Committee
 (c) Campus Development Committee
 (d) Governance & Nominating Committee
 (e) Human Resources & Compensation Committee
17.2The Board shall establish and review at least every two years the Charters for the standing committees outlining the Mission, Authority, Membership, Meeting Requirements, Expected Activities, and Resources.

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General Faculties Council

18.1In accordance with section 47.1 of the Act and the Alternative Academic Council Regulation, the Board shall establish an alternative Academic Council (referred to at Mount Royal as the General Faculties Council) and dissolve the Academic Council previously established under section 46.
18.2The General Faculties Council shall be composed of:
 (a) President, who is the Chair;
 (b) Provost and Vice-President, Academic, who is the Vice-Chair;
 (c) Associate Vice-President, Research;
 (d) Associate Vice-President, Enrolment Management;
 (e) University Librarian;
 (f) Up to seven Deans or Directors of Faculties or Schools;
 (g) President of the Mount Royal Faculty Association;
 (h) One person appointed by the Board from among its own members who are appointed by the Lieutenant Governor in Council under section 44(2)(c) or 44(2)(c.1) of the Act;
 (i) Two-thirds of General Faculties Council shall consist of full-time tenured or tenurable members of academic staff elected from each Faculty or School by the full-time members of academic staff of said Faculty or School1;
 (j) Three members representative of the part-time and term-certain faculty of Mount Royal, elected from those groups of faculty, by the faculty of those groups, as defined by the Associate Vice-President, Enrolment Management and appointed by the Board;
 (k) Ten students elected by the Council of the Students’ Association of Mount Royal University.
 
On the direction of General Faculties Council, from time to time, the Associate Vice-President, Enrolment Management shall establish the total number of academic staff members to be elected to the General Faculties Council. Such number shall in no case constitute less than a 2/3 majority of the total number of members of the General Faculties Council.
 
 
The Associate Vice-President, Enrolment Management shall also determine and assign to each Faculty /School the number of members that may be elected by that Faculty /School which, so far as is reasonably possible, shall be in the same proportion to the total number of elected academic staff members as the number of full-time members of the academic staff of the Faculty /School is to the total number of full-time members of academic staff of all the Faculties/Schools. All faculty members employed in an area not covered by one of the existing Faculties/schools (Library) will be considered as one group for the purposes of representation on the General Faculties Council. The faculty members in Counselling Services shall be considered as part of the Faculty of Arts for the purpose of representation on GFC and membership on a Faculty Council.
 
 
The Associate Vice-President, Enrolment Management will determine the electoral process and procedures for voting.
 
18.3Subject to the authority of the Board, the General Faculties Council is responsible for the academic affairs of Mount Royal and, in particular, without restricting the generality of the foregoing, the General Faculties Council is authorized to:
 (a) consider and coordinate long-range academic planning;
 (b) determine all programs of study and standards of admission to those programs that are to be offered by the institution toward requirements for any credit program: degrees, diplomas, or certificates;
 (c) determine the general specifications and requirements for all courses and other instruction in each program area;
 (d) provide for the granting and conferring of degrees (other than honourary degrees), diplomas, certificates, or other awards for Mount Royal and its federated or affiliated colleges;
 (e) provide for the preparation and publication of the Mount Royal calendar;
 (f) determine the date for the beginning and end of lectures in the institution and also the beginning and end of each term;
 (g) determine the timetables for examinations and for lectures and other instruction in each Faculty;
 (h) make rules and regulations respecting academic awards;
 (i) determine the conditions under which a student must withdraw from or may continue a program of studies in a program area;
 (j) hear and determine appeals from the academic decisions of Mount Royal officers or agencies on application, request or petition by students and others;
 (k) hear and determine appeals from the decisions of faculty councils on applications, requests or petition by students and others;
 (l) consider all matters submitted to it by any program area and communicate its opinion or action on that matter to the program area;
 (m) make by-laws and regulations for the conduct of its affairs including the establishment of committees and delegate to them the power and authority to act for it on any matter.
18.4General Faculties Council shall establish its own operating procedures.
18.5General Faculties Council may request any information and reports that it considers necessary in the pursuit of its roles and responsibilities.
18.6General Faculties Council must make recommendations to the Board of Governors and the Board must consider such recommendations prior to:
 (a) establishing procedures for and policies concerning the qualifications of members of academic staff within Mount Royal with respect to appointments, promotions, and the granting and termination of tenure;
 (b) establishing new permanent positions for academic staff;
 (c) establishing relationships for affiliations or collaborative degrees;
 (d) establishing or changing the organization of academic units; and
 (e) conferring of honourary degrees.
18.7General Faculties Council may make recommendations to the Board on matters of other academic import, and the Board must consider such recommendations, if any, prior to fulfilling its duties.
18.8Any recommendations from General Faculties Council to the Board must be transmitted to the Board through the President.

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By-laws of the Board

19.1The By-laws of the Board shall be open to examination by members of the University community and by the public through the University website.
19.2All By-laws of the Board are subject to Notice of Motion and may be changed or amended at any meeting of the board by a resolution passed by two-thirds of the members of the Board present.
19.3The Board Governance and Nomination Committee shall review the Board By-laws at least every three years and recommend revisions as necessary.

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