51±¾É«

This online version is for convenience; the official version of these By-Laws is housed in the University Secretariat. In case of discrepancy between the online version and the official version held by the Secretariat, the official version shall prevail.

General Preamble

The 51±¾É« Act, 1973 and the 51±¾É« Amendment Act, 2001 and the Jobs for Today and Tomorrow Act (Budget Measures), 2016 are acts of the Legislative Assembly of the Province of Ontario. The 51±¾É« Act, 1973 came into force on the 1st day of November, 1973; the 51±¾É« Amendment Act, 2001 came into force on the 29th day of June, 2001; and the Jobs for Today and Tomorrow Act (Budget Measures), 2016 came into force on the 19th of April, 2016.

All by-laws and regulations of the Board of Governors of the University, in force from time to time, shall supplement the provisions of the act where authorized.

A copy of this by-law of the Board of Governors of 51±¾É« shall be available to the university community and the public.

By-law No. 1

General By-law

In accordance with the powers vested in the Board of Governors by The 51±¾É« Act, 1973, as amended, the Board of Governors enacts the following by-law:

1. Definitions

In this by-law:

a) Act, means The 51±¾É« Act, s.o. 1973 c. 87 as amended;

b) Board, means the Board of Governors of the University;

c) Chair, means the chair of the Board;

d) chair, means the chair of a committee;

e) Governor, means a duly elected or appointed voting member of the Board of Governors;

f) Library, means the University library;

g) Member(s), means Governor(s) of the Board;

h) member(s), means member(s) of a committee;

i) President, means the president of the University;

j) Presiding Officer, means the Chair, Vice-Chair, or the President;

k) Secretariat, means the administrative office responsible for governance and support for the Board of Governors;

l) Secretary, means the secretary of the Board;

m) Treasurer, means the treasurer of the Board;

n) University, means 51±¾É«;

o) Vice-Chair, means a vice-chair of the Board.

Officers of the Board, Members and Official Observers

2. Officers

a) The officers of the Board are the Chair, the immediate Past-Chair if a Member of the Board, the Vice-Chair(s), the Secretary, the Treasurer, and such other officers as the Board may decide.

b) Officers shall be elected by the Board on or before the date of its annual meeting and shall hold office for one year at the pleasure of the Board. These roles may be renewed with approval by the Board.

c) Officers shall have such powers and duties as may be conferred upon them by the Board, and as outlined in the Board approved role description guidelines.

d) Should the Board decide to elect other officers, the Board shall have control over their terms of service and removal from office.

e) Except where otherwise provided in the Act, in the event of a vacancy in any of the above offices for any reason, the Board may appoint a successor to hold office for the balance of the term of the person whose office so falls vacant.

3. Officers - Term and Limits on Years of Service

a) For serving officers of the Board, re-elected for a third consecutive term pursuant to section 20 (3) of the Act, as amended, the maximum number of consecutive terms on the Board is three; for greater particularity, such members shall serve on the Board for no more than nine consecutive years.

b) The immediate Past-Chair of the Board may continue in this capacity as an officer of the Board , as long as they remain eligible to serve on the Board, until there is a subsequent immediate Past-Chair.

4. Members

a) Obligations
A Member has:

1. a fiduciary duty, including a duty:

   a. of care and of loyalty;

   b. to act honestly and in good faith in the best interests of the University above those of any internal or external constituency or individual;.

   c. to provide stewardship and ensure that the University’s actions support the mission, vision and goals of the institution.

2. an obligation to adhere to the Board Code of Conduct and Board policy on conflict of interest and confidentiality; and annually sign the Code of Conduct indicating their commitment to the standards outlined in the Code.

b) Remuneration
Members shall serve without remuneration for their role as Governor and no Governor shall directly or indirectly receive any profit from their position on the Board.

c) Eligibility to Serve

1. The following individuals are not eligible to serve on the Board of Governors; and if serving, the office of Governor shall be automatically vacated for the remainder of their term, by confirmatory resolution of the Board for any individual who during their term on the Board meets the following criteria:

a. a person who is less than 18 years of age;

b. a person who has been declared incapable by a court in Canada or in another country;

c. a person who has the status of a bankrupt;

d. a person who has been convicted of a criminal offence;

e. a person who is an ineligible person as defined in the Income Tax Act (Canada), as may be amended from time to time;

f. a person who has not met the attendance requirements as laid out in Section 21.(1) of the Act;

g. a person previously removed from their role as Governor pursuant to Section 4 of these By-Laws, so long as the conditions which caused them to be ineligible remain true;

h. if elected as a designated faculty or staff Member on the Board, that person ceases to be employed in that role.

i. An employee of the University who is on a paid or unpaid leave for a period of more than 60 consecutive days, not including sabbaticals. For Members who go on sabbatical, they are actively at work and so may choose to continue to participate as a member of the Board during that time or to voluntarily vacate their position on the Board.

2. The following individuals may be deemed by a simple majority vote of the Board, being fifty percent plus one of voting members, to be ineligible to serve on the Board of Governors; and if serving, the office of Governor shall then be vacated by confirmatory resolution of the Board for any individual who during their term is deemed by the Board to meet the following criteria:

a. a person who acts in a manner that may negatively impact the University’s reputation, subject to the rights of internal members collective agreements;

b. a person who uses or attempts to use the opportunity of Board service inappropriately to promote personal interests or those of any connected person, firm, business or other organization;

d) Student Members:

1. Students serving as Members of the Board may serve in their role after graduation as permitted in Section 22 of the Act, however no individual is eligible for appointment or election as a student Member of the Board or for continued service on the Board who:

a. is no longer a student at the University, and

b. who is a member of the faculty, staff, governing body or senate, or a full-time member of the student body, of any degree-granting university, college or other institution of higher learning, other than the University and its federated or affiliated colleges;

2. Undergraduate and graduate students serving on the Board must remain in good standing within the guidelines set out in the Academic Code of Conduct and Non-Academic Code of Conduct.

3. Board positions for student Governors not in compliance with sections 4.d. (1) or (2) above shall then be vacated by confirmatory resolution of the Board.

5. Official Observers

The presidents of the 51±¾É« Student’s Union (WLUSU), and the 51±¾É« Graduate Students’ Association (WLUGSA), and the Wilfrid 51±¾É« Alumni Association (WLUAA) are each designated as official observers at open Board meetings. These official observers will have voice at open Board meetings but not a vote; and may not be represented by proxy.

Meetings of the Board

6. Regular Meetings

a) The Board shall meet not less than four times a year. The annual meeting shall be the first regular meeting after May 1. The Board at its annual meeting may by resolution appoint a day or days in any month for regular meetings at an hour to be named in such resolution.

b) Notice in writing of the time and place of meetings of the Board shall be sent to each Member at least ten days prior to the day appointed for the meeting, and such notices shall be posted to inform the University community.

c) Quorum for a meeting of the Board shall consist of not fewer than 12 members, where at least one-half of such 12 members shall consist of members appointed by the Lieutenant Governor in Council, the Alumni Association or as Community at Large members. Quorum shall be achieved once these minimum requirements are met and maintained as long as the requirements are preserved throughout the meeting.

7. Special Meetings

a) Special meetings may be called and held at any time at the call of the Chair, or in case of the Chair's absence or illness at the call of a Vice-Chair, or in case of the absence or illness of both, at the call of the President and any three Members.

b) On the requisition in writing of not fewer than fifteen Members special meetings shall be called and held at the date and time set out in such requisition.

c) The call for a special meeting shall state the nature of the business to be transacted and shall be delivered to each Member at least two clear working days prior to the day appointed for the meeting. A notice of the meeting shall be posted in advance of the meeting date to inform the university community.

8. Meetings of the Board Open to the Public

a) Subject to subsection 8b below, all meetings of the Board, including committee meetings, shall be open to the public and prior notice of such meetings shall be given to the Members, or members, as the case may be, and to the public in such manner as the Board shall determine, and no person shall be excluded there from except for improper conduct. However, where confidential matters of the University are being considered, that part of the meeting may be held in camera.

b) In camera Meetings

1. In camera meetings are meetings, or parts of meetings, of the Board or its committees that deal with Confidential Information. “Confidential Information” includes, but is not limited to: personnel matters; matters relating to real property acquisition, lease, or disposal; legal matters; matters involving significant risks to the University or its reputation; matters where the disclosure could reasonably be expected to prejudice the economic interests, competitive position, or reputation of the University; and matters which would reveal confidential personal information. Attendance at in camera meetings is limited to members of that body and any invited observers, resource staff or other individuals.

2. In addition to items identified as in camera on the agenda approved by the Chair, a majority of members present may at any time determine that a meeting or any part thereof be held in camera, by way of motions to move in and out of in camera. The Board or any of its committees may decide to meet in camera with select resource staff or other individuals present, or select Board members or individuals excluded, as decided by the Board or committee, as the case may be. All in camera discussion shall remain confidential.

3. Where matters of a personal nature concerning an individual may be disclosed at a meeting, the part of the meeting concerning such individual shall be held in camera unless such individual requests that such part of the meeting be open to the public.

9. Place of Meetings

All meetings of the Board may be held in person, by electronic means or in a hybrid format. No members shall be represented by proxy.

At the discretion of the Chair, the business of the Board may be conducted without the necessity of holding a formal meeting. In the event that a motion is required, voting may be conducted by telephone or by other electronic means. Quorum for electronic votes shall be considered the same as for meetings, as noted in Section 6.c. of the By-Laws. The outcome of an electronic vote shall be communicated to the Members; and reported to the Board at its next regular meeting.

10. Defective Notice

The accidental failure to give notice of a regular or special meeting to any Member or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings at the meeting.

11. Agenda

a) The agenda for a meeting of the Board shall be prepared by the University Secretariat and shall be approved by the Chair.

b) All matters for inclusion in the agenda for regular meetings of the Board shall normally be submitted to the University Secretariat not less than fourteen days before the day of the meeting at which they are to be presented. Late submissions for agenda business will be subject to the approval of the Chair and added to a final agenda to be submitted for approval by a majority of the Members at the beginning of the meeting.

c) The University Secretariat shall forward an agenda and reports/documentation to Members at least three working days prior to a regular Board meeting.

d) The business of a regular Board meeting shall be confined to the agenda and no new matter, other than that of privilege or petition, shall be dealt with unless the introduction of such new matter shall be approved by a majority of Members present. The Chair shall be notified before the meeting of new items submitted for inclusion on the agenda subsequent to its approval and, at the commencement of the meeting, shall request a motion concerning the disposition of such items.

12. Amending or Repeal of By-Laws

A notice of motion to amend or repeal any existing by-law, or to pass any by-law must be given in advance at the meeting previous to the meeting at which the motion shall be presented. Any such amendment, repeal or passage must be approved at a meeting of the Board by a two-thirds majority of the Members present.

13. Resolutions

Save and except where it is otherwise herein provided, the action of the Board upon any matter coming before it shall be evidenced by resolution and the entry thereof in the minutes of the Board shall be prima facie evidence of the action taken.

14. Meetings - Spectators

Spectators (including representatives of the news media, but not University resource persons), shall not be permitted to address the meeting unless authorized to do so by a majority vote of the Board. Spectators shall not be permitted to use cameras or other recording equipment during Board meetings unless permission is granted by a majority vote of the Board; provided that exemptions may be granted, from time to time, by resolution of the Board and subject to such conditions as the Board may impose. Exceptions will be granted for those with disabilities who make use of assistive technologies and devices.

15. Minutes of Meetings

A record of the proceedings of all meetings of the Board shall be kept and the minutes of every such meeting shall be sent to the Members. The minutes shall be presented for adoption at the next regular Board meeting. A copy of the minutes excluding those parts of the minutes that are of a confidential nature, shall be kept on file in the Library and shall be open to the public in print or digital format as available. Minutes of a confidential nature shall be retained by the University Secretariat for five years and then forwarded to University Archives. Access will be restricted unless permission for access is granted by the University Secretariat in consultation with the Chair, as needed.

Parliamentary Rules

16. Parliamentary Rules of Procedure at Meetings of the Board and its Committees

In all cases not provided for in this by-law, parliamentary rules of procedure for meetings of the Board and its committees shall be in accordance with Robert's Rules of Order, latest edition.

Committees of the Board

17. Joint Committees

The Board may join with the Senate in establishing one or more joint committees of the Board and the Senate.

18. Executive Committee

The Executive Committee shall be a standing committee of the Board and shall consist of the Chair, the President, the Vice-Chair(s), the Secretary, the Treasurer, the immediate Past-Chair, so long as that person continues to be a Member of the Board, standing committee chairs who are not officers of the Board, and three members of the Board of Governors: a faculty Member, a student Member, and an administrative staff Member, who shall be elected at the annual meeting for a one-year term from those Members designated under paragraphs 5, 6, 7, 7.1 and 8 of subsection 1 of section 8 of the Act.

19. Standing Committees

Standing committees of the Board shall be established by resolution of the Board. Committees of the Board shall follow the guidelines for meetings and other procedures as laid out in the Board By-Laws, unless otherwise noted in specific Terms of Reference for each body.

20. Sub-committees

Standing committees may constitute sub-committees, the composition and terms of reference of which shall be submitted to the Board for approval.

21. Special Committees

Special committees, task forces, working groups or other bodies may be appointed from time to time as the Board may direct.

22. Authority of Committees

Board committees are established primarily for making recommendations to the Board and exercising those powers conferred upon them by the Board. They shall not commit the Board in any matter unless authority to do so has been specifically delegated by the Board. These delegations of authority shall be documented in the committees' Terms of Reference.

23. Committee Meetings

a) Meetings of committees may be called whenever it is deemed necessary by the chair of the committee, by the Chair, or by the President.

b) Notice of meetings shall be delivered to members by the University Secretariat or designate in accordance with procedure approved by the committee.

c) The accidental failure to give notice to any member or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings at a meeting.

d) At the discretion of the chair, the business of a committee may be conducted without the necessity of holding a formal meeting and voting may be conducted in both situations by telephone or by other electronic means. Meetings may be held in person, virtually or in a hybrid mode, at the discretion of the chair. No member shall be represented by proxy.

At the discretion of the chair, the business of a Committee may be conducted without the necessity of holding a formal meeting. In the event that a motion is required, voting may be conducted by telephone or by other electronic means. Quorum for electronic votes shall be considered the same as for meetings, as noted in Section 27 of these By-Laws. The outcome of an electronic vote shall be communicated to the members.

24. Agendas of Committees

The agenda shall be prepared by the University Secretariat or designate and shall be approved by the chair. All matters for inclusion in the agenda must be submitted at least seven days (exclusive of holidays) prior to the day of the meeting at which they are to be presented and only matters which have then been submitted shall be included in the agenda. The chair shall be notified of items received subsequently and a motion to adopt the agenda, made and passed when the meeting opens, shall be sufficient to include such new matters.

25. Committee Reports

A record of the action of all committees shall be kept and it shall be the responsibility of the University Secretariat or designate of each committee to submit a report of the proceedings of each meeting of the committee in time for its inclusion in the agenda material for the next following meeting of the Board.

26. Quorum of Committees

A simple majority of a committee, being fifty percent plus one of voting members, shall constitute a quorum. A duly called committee meeting which starts with a quorum present shall be deemed to have a continuing quorum notwithstanding the departure of voting members, unless the quorum is challenged by a voting member as outlined in the Terms of Reference for that committee.

General

27. Delegation of Authority

a) In between regular Board meetings, or at such other times the Board may specify, the Executive Committee is empowered to act on behalf of the Board.

b) The Board may delegate specific discretionary powers of authority to its standing committees or other individuals or groups, either by resolution or by provisions contained in the terms of reference of the committees concerned.

c) Action taken on behalf of the Board by any committee with delegated authority will be
reported to the Board at its next regular meeting; and if of significance, may also be
communicated to Board members following the committee’s decision.

d) The power to appoint, promote, suspend, remove members of faculty, includiing granting of tenure, and administrative staff is delegated to the President.

28. Mace

a) The mace now in use shall continue to be the mace of the University. The mace shall be used at all convocation ceremonies of the University and shall be carried by the University bedel at convocations. 

b) The Vice President, Finance and Administration shall be responsible for the custody and security of the mace, and shall keep it in such a place of deposit and in such charge as the Chair shall from time to time direct.

29. Corporate Seal

The corporate seal of the University shall be in the custody of the President or such other person as the Board may by resolution from time to time designate.

30. Execution of Documents and Signing Officers

All contracts, documents or other instruments in writing requiring execution by the Board or on behalf of the Board shall be signed by signing officers designated by resolution of the Board, and all such contracts, documents or other instruments so signed, shall be binding upon the Board without any further authorization or formality. The corporate seal of the University shall, when required, be affixed to the said signed contracts, documents or other instruments in writing.

31. Cheques, Drafts and Notes (Signing Authority)

All cheques, drafts or orders for payment of money, and all notes and acceptances and bills of exchange received or issued by the University, shall be signed by such signing officer or officers of the University or by such signing authority of the University, in such manner as may be designated from time to time by resolution of the Board.

32. Banking Arrangements

The banking affairs of the University shall be transacted with such bank or banks, or other corporations carrying on a banking business, as the Board may from time to time designate by resolution, and all such banking affairs shall be transacted on behalf of the Board by such one or more officers and/or other persons as the Board may designate by resolution and to the extent therein provided.

33. Investments

The Board may designate by resolution one or more officers who shall be authorized to manage the investments of the University and to purchase, transfer, exchange, sell or otherwise dispose of or turn to account or realize upon securities, in accordance with policies established by the Board.

34. Deposit of Securities

Securities, money, and other valuable instruments of the University shall be deposited for safe-keeping with such banking institution as is designated by resolution of the Board. Any and all property of the University so deposited may be withdrawn from time to time only upon the written order of the University signed by such officer or officers, agent or agents of the University and in such manner as shall from time to time be determined by resolution of the Board and such authority may be general or limited as specific instances require.

35. Head Office

The head office of the University shall be in the City of Waterloo in the Regional Municipality of Waterloo, in the Province of Ontario.

36. Fiscal Year

The fiscal year of the University shall terminate on the 30th day of April in each year.

37. Interpretation

In all by-laws of the Board where the context so requires, or permits, the singular shall include the plural and the plural the singular; the word "person" shall include all individuals, firms and corporations.

38. Matters Not Provided for in this By-law

In deciding all matters not specifically provided for in this by-law, the practices and procedures of the Board shall be conducted in a manner consistent thereto.

39. Repeal of Former By-laws

Any by-laws and resolutions previously passed by the Board or by a sub-committee of the Board which are inconsistent with the enactments contained in this by-law are repealed. Notwithstanding such repeal, any act previously done, or any right acquired, under such prior by-laws and resolutions shall not be affected by the repeal of such by-laws or resolutions hereunder.

40. Commencement

This by-law shall come into effect on July 1, 2024, as enacted by the Board.

Passed this 18th day of April, 2024.

By-law No. 2

A By-law Respecting the Indemnification of Members of the Board of Governors, Officers and Employees of the University

In accordance with the powers vested in the Board of Governors by The 51±¾É« Act, 1973, as amended, the Board of Governors enacts the following by-law:

1. Every member of the Board and every officer and employee of the University and the heirs, executors and administrators and the estate and effects of each of them, 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 (including amounts paid to settle an action or satisfy a judgment), that such person sustains or incurs in or about any civil or administrative action, suit, or proceeding that is brought, commenced or prosecuted against such person, for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by such person, in or about the execution of their duties, except such costs, charges or expenses as are occasioned by such person's own wilful neglect or wilful default.

2. Provided however that, in exchange for these provisions of indemnity, such indemnified person shall cooperate fully with the University in the defence of any such proceedings and shall be subject to such direction as the University or its Counsel shall deem appropriate, failing which, such provision of indemnity provided hereby shall forthwith lapse and be of no further force and effect.

3. This by-law shall come into effect on the day it is enacted by the Board and, effective the same day, all previous by-laws inconsistent with this by-law are repealed. 

Passed this 2nd day of December, 2003.

By-law No. 3

A By-law Respecting the Borrowing of Money, the Issuing of Securities and the Securing of Liabilities

In accordance with the powers vested in the Board of Governors by The 51±¾É« Act, 1973, as amended, the Board of Governors enacts the following by-law:

1. The Board may from time to time:

a) Borrow money upon the credit of the University in such amounts and upon such terms as the Board may deem appropriate;

b) Issue bonds, debentures, debenture stock or other securities of the University in such amounts and upon such terms and pledge or sell the same for such sums and at such prices as the Board may deem appropriate;

c) Mortgage, hypothecate, charge or pledge all or any of the real and personal property, undertaking and rights of the University to secure any such bonds, debentures, debenture stock or other securities or any money borrowed or any other liability of the University;

d) Give indemnities to any member of the Board or other person who has undertaken or is about to undertake any liability on behalf of the University and secure any such member of the Board or other person against loss by giving the person by way of security a mortgage or charge upon the whole or any part of the real and personal property, undertaking and rights of the University;

e) Delegate to such one or more of the officers of the University and members of the Board as may be designated by the Board, all or any of the powers conferred by the foregoing clauses of this by-law to such extent and in such manner as the Board shall determine at the time of each such delegation.

2. This by-law shall come into effect on the day it is enacted by the Board and, effective the same day, all previous by-laws inconsistent with this by-law are repealed.

Passed this 2nd day of December, 2003.