Board of Governors, March 25, 1999 - APPENDIX II
FOR APPROVAL
1. Special Resolution No. 1-N - Investment Committee
Recommended: That the Board approve the following amendment to the composition of the Investment Committee, as recommended by the Property & Finance Committee:
Membership and Procedure
3. The Committee shall consist of ten members as follows:
Five members, appointed by the Property and Finance Committee on the recommendation of the Investment Committee
4. The Committee may add other members for particular purposes, e.g. for the assessment of University land holdings.
5. The Vice-President (Administration) or designate shall be Chair and the Senior Director, Financial Services Division, shall be Vice-Chair. The Secretary of the Board, or designate, shall be Secretary of the Committee.
6. The Committee shall meet quarterly and shall report to the Property and Finance Committee on a quarterly basis.
Background:
The position of Manager, Financial Analysis & Budget Administration, no longer exists. Stu Finlayson, Treasurer, has primary responsibility for the University's investments. He has chaired the Investment Committee for several years and will continue in that role as the designate of the Vice-President (Administration).
Recommended: That the Board of Governors rescind Special Resolution No. 5 - Safety Deposit Box.
Background:
This resolution is no longer required because the University does not have a Safety Deposit Box. All securities are held by Canada Trust and CIBC Mellon.
Recommended: That the By-Laws Committee recommend to the Board of Governors that Special Resolution No. 3 - Banking - be amended as detailed in Annex 1 (below).
Background:
All changes recommended relate to restructuring (Financial Services Division and Continuing Studies) and changes in titles.
Recommended: That Board resolution BG.91-220 concerning signing authorities for research contracts be amended as follows:
That the Vice-President (Research) or the Director of the Office of Research Services or the
Assistant Director of Research Services Director of the Office of Industry Liaison be authorized
to execute on behalf of the University research-related contracts, agreements, and other
documents,
and
that such action shall legally bind the University without the need of affixing the University's corporate seal thereto.
Background:
The Board of Governors has the power to delegate authority to sign "any particular deed, transfer, assignment, contract or obligations, or any class thereof", according to article J.4. of Board By-Law No. 1. The means of delegating such authority must be by resolution of the Board [By-Law No. 1, section I (Delegation of Authority), subsection 2.(b)].
The Office of Research Services and the Office of Industry Liaison sign large numbers of research contracts each year. Some require the signatures of authorized officers, under corporate seal. According to By-Law No. 1, whenever the corporate seal is used, the document in question must be signed by the Secretary of the Board and one of 5 named officers of the University: the President, the VP (Academic), the VP (Administration), the VP (Research), or the VP (External). This necessarily involves registration of the document in the Secretariat and other paperwork which is irrelevant to the needs of Research Services and Industry Liaison.
In November 1991, the Board approved a resolution to expedite the signing of research-related documentation by authorizing those most familiar with the details of such documents to sign with the full authority of the Board. Since that time, the Office of Industry Liaison has been established and the position of Assistant Director of Research Services discontinued.
FOR INFORMATION
The By-Laws Committee serves Notice of Motion of the following amendments to Section E of By-Law No. 1 which will be proposed for approval at the April 22 meeting of the Board of Governors:
Section E. MEETINGS
| 14. Spectators may obtain copies of the agenda and the non-confidential portion of the supporting material from
the Department of Communications & Public Relations |
| 15. The agenda and supporting documentation for open meetings of the Board may be published electronically by the Secretary prior to each Board meeting. |
| (a) The Secretary shall be responsible for safeguarding the confidentiality of the Minutes of closed sessions of Board meetings but shall have discretion to furnish extracts therefrom to authorized officers of the University or in satisfaction of a reasonable request. |
| (b) The Minutes of the open meetings of the Board may be published electronically by the Secretary following their approval by the Board. |
Background:
In April 1997, By-Law No. 1, Section E.15.(b), was added: "The Minutes of the open meetings of the Board may be published electronically by the Secretary following their approval by the Board." Since that time, the Minutes (starting at January 1997) have been published on the Internet.
At that time, it was acknowledged that it would be desirable to post open meeting agenda materials on the Internet, as well, but the Secretariat was unsure of its ability to do that with any reliability, given the level of technical knowledge available at that time. Informally, it was agreed that the Secretariat would undertake a pilot project to publish agendas and supporting material (if available in electronic form) on the Internet as soon as possible after agendas are mailed to Board members.
The pilot project proved successful and the Secretariat is now confident that the materials can be posted on a regular basis, as a courtesy to the university community. The proposed language of new section E.15 above, remains permissive, rather than mandatory, i.e., "The agenda and supporting documentation for open meetings of the Board may be published electronically by the Secretary prior to each Board meeting." It continues to be the case that some materials included in Board agendas are prepared by others and are not available in electronic form.
Annex 1
SPECIAL RESOLUTION NO. 3
B A N K I N G
1. General
(a) Bank accounts in the name of The University of 澳门六合彩开奖预测 Ontario shall be maintained at the Bank of Montreal, herein referred to as the Bank, Main Branch, 441 Richmond Street, London, Ontario, and elsewhere and in such other financial institutions as the Property and Finance Committee may from time to time determine.
(b) Any one of Group "A", together with any one of Group "B", shall have full power for and in the name of the University to make and confirm arrangements or agreements with the Bank as to advances and loans, including overdrafts, to or for the University and to manage, transact and settle all manner of banking business whatsoever, and to adjust and settle accounts between the University and the Bank.
GROUP "A"
Vice-President (Administration) _________________________________
Senior Director - Financial Services Division _________________________________
GROUP "B"
Manager, Corporate Accounting _________________________________
Manager, Financial Analysis and Budget Administration
Treasurer _________________________________
2. Number of Signatures Required
Cheques issued against bank accounts and other withdrawals therefrom shall bear the signatures of two persons as authorized in this resolution whose signing authority shall be subject to the restrictions herein stated.
3. Signing Officers for Cheques
Any one of Group "A" hereunder may sign cheques issued against bank accounts or other withdrawals therefrom, in any amount, together with any one of Group "B" hereunder:
GROUP "A"
Vice-President (Administration) _________________________________
Senior Director - Financial Services Division _________________________________
Manager, Corporate Accounting _________________________________
Manager, Financial Analysis and Budget Administration
Treasurer _________________________________
GROUP "B"
General Accounting Supervisor _________________________________
Supervisor, Research Accounting _________________________________
Payroll Supervisor _________________________________
Treasury Analyst _________________________________
Director of Pensions & Benefits , Benefits and Payroll _________________________________
4. Facsimile Signatures
(a) The signature of authorized signing officers may be facsimile signatures given by a cheque-signing machine or by other mechanical means, but no cheque bearing a facsimile signature or signatures shall be issued or presented to the Bank for an amount exceeding the sum of $30,000 for each cheque, but the University shall, however, remain liable and responsible to the Bank for any and all cheques bearing such facsimile signatures and honored or paid by the Bank, whatever the amount thereof.
(b) The Bank is authorized and directed to pay any and all cheques drawn on the aforesaid accounts and purporting to be cheques of the University bearing the signatures authorized by the preceding paragraphs and the Bank shall not be liable for any cheque or cheques which may have been irregularly or improperly drawn through the use of a cheque-signing machine or other mechanical means and paid or cashed by the Bank.
5. Verbal/Facsimile Messages
The Bank may act on oral instructions and/or facsimile transmission on University letterhead subject to procedures approved by the Board of Governors and attached hereto as Annex 1.
6. Transfer Deposit Accounts
Transfer deposit accounts may be opened in the name of The University of 澳门六合彩开奖预测 Ontario on the joint authority of any one of Group "A" together with any one of Group "B" as listed in Section 1.(b) for such special purposes as will facilitate the administration of funds of the University. The sole means of removal of funds from transfer deposit accounts shall be by transfer to the general accounts of the University or to trust accounts held by an authorized agency.
7. Advice to Bank
A certified copy of this resolution and certified specimens of the signatures and facsimile signature of the officers hereby authorized shall be delivered to, and may be acted upon, by the Bank until notice to the contrary shall have been given to the Bank.
8. Trois-Pistoles French Immersion School
An account may be maintained at the Caisse populaire des Jardins, Trois-Pistoles, Quebec, to facilitate payment of expenses at Trois-Pistoles French Immersion School, such account to be subject to the following provisos:
(a) The title of the account shall be "Trois-Pistoles French Immersion School - The University of 澳门六合彩开奖预测 Ontario".
(b) The terms and conditions of the banking resolution shall apply and shall read as though the words "the bank" as defined therein had reference to the Caisse populaire des Jardins, Trois-Pistoles, Quebec, and
(c) Any one of Group "A" hereunder may sign cheques issued against this bank account or other withdrawals therefrom, in any amount, together with any one of Group "B" hereunder.
GROUP "A"
Dean, Faculty of Part-Time and Continuing Education
Director, 澳门六合彩开奖预测 Centre for Continuing Studies _________________________________
Director of Trois-Pistoles French Immersion School _________________________________
Director, Language Learning, Faculty of Part-Time & Continuing Education
_________________________________
Manager, Corporate Accounting, The University of 澳门六合彩开奖预测 Ontario _________________________________
GROUP "B"
Administrative Assistant for Trois-Pistoles French Immersion School _________________________________
General Accounting Supervisor,
The University of 澳门六合彩开奖预测 Ontario _________________________________
BANKING TRANSACTIONS - VERBAL/FACSIMILE MESSAGES
The University of 澳门六合彩开奖预测 Ontario hereby directs the Bank of Montreal (The "Bank") to act on instructions for banking transactions submitted either verbally (orally) or by facsimile transmission on the University's letterhead (the "Messages"), subject to the terms hereof. In consideration of the Bank so doing, the University has:
1. Requested that the Bank institute a Call Back Arrangement ("the Call Back Arrangement") to verify all Messages which purport to transfer funds to third parties. The Call Back Arrangement will involve the Bank calling an authorized signing officer (who did not initiate the payment order) for the account being debited.
Any one of the following authorized signing officers is permitted to verify the Message:
Vice-President (Administration)
Senior Director, Financial Services Division
Director of Pensions, Benefits and Payroll
Treasurer
Manager, Corporate Accounting
General Accounting Supervisor
Supervisor, Research Accounting
Manager, Financial Analysis & Budget Administration
Payroll Supervisor Manager
Treasury Analyst
2. Authorized the Bank to act on all Messages, provided that authentication by Call Back has taken place.
3. Directed the Bank to decline to act if the Call Back Arrangement does not result in authentication, or if the Bank doubts the authenticity of any Message.
4. Acknowledged that all Messages acted upon by the Bank and confirmed by Call Back will, in the absence of gross negligence or wilful misconduct, be deemed conclusively to be valid instruction, whether or not authorized by the University or whether or not accurately transmitted to the Bank.
5. Agreed to indemnify and save the Bank harmless from and against any and all liabilities, costs, charges, losses, damages, demands, complaints, and expenses which the Bank may incur, sustain or suffer, other than pursuant to its own gross negligence or wilful misconduct, arising from or by reason of the Bank acting or declining to act upon any Messages given, in accordance with this agreement as the case may be, including without limitation legal fees and disbursements reasonably incurred by the Bank. This indemnity is in addition to any other indemnity provided by the University to the Bank.