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Board of Governors, September 28, 2000 - APPENDIX V, Annex 4

BOARD OF GOVERNORS BY-LAW NO. 1

Regular Meetings E. MEETINGS

1. Regular meetings of the Board shall be held on the fourth Thursday of the months of September, October, November, January, March, April, May, and June, There will normally be at least 5 regular meetings of the Board each year, unless otherwise determined by the Board. The Chair, if after consultation with the President is satisfied that the holding of a regular meeting is not warranted because of insufficient agenda, may cancel such meeting. Special meetings may be held as agreed by the Board, or as called by the Chair, or as called by the Secretary on direction in writing by seven members of the Board. Board members may attend special meetings through teleconferencing. The Chair, if after consultation with the President is satisfied that the holding of a regular meeting is not warranted because of insufficient agenda, may cancel such meeting.

2. Meetings of the Board will be held in the Board Room, Stevenson-Lawson Building, commencing at 3:30 p.m. unless notice of a different time and/or place location is given.

3. Notice of regular meetings and special meetings, together with the agenda, shall be mailed to each member not less than two days before the meeting is to take place. In urgent circumstances, notice to members may be given by telephone, facsimile, electronic mail or voicemail. The accidental failure to give notice of a regular or special meeting to any member of the Board or any accidental irregularity in connection with the giving of notice shall not invalidate the proceedings at such meeting. In the event that a meeting is adjourned to reconvene at a stated time and place, no further notice is necessary unless the meeting so adjourned decides otherwise by resolution.



(sections E. 4-8 are not shown here)

Open Meetings and Handling of Confidential Business 9. Subject to limitations of space, meetings of the Board shall be open to attendance by the public except during a closed session so designated for the consideration of confidential business, such as matters concerning personnel, finance, acquisition or disposal of property, and other confidential matters of the University, the disclosure of which might be prejudicial to an individual or to the best interests of the University. Notice of the date, time, and location of the public session of regular meetings shall be sufficiently given if published in the 澳门六合彩开奖预测 News at least two weeks in advance, but notice of special meetings may be given by other means and for a shorter period at the discretion of the Chair.




Quorum

 F. QUORUM

1. A quorum of the Board consists of ten members, of whom at least five shall be members appointed or elected under clauses (b), (c), (d), and (h) of Section 9.(1) of the Act.



  • Attendance by members at special meetings of the Board through teleconferencing will be counted toward quorum.






Committees		 G. COMMITTEES

1. The Board shall maintain as Standing Committees of the Board, inter alia:



The Audit Committee

The By-Laws Committee

The Campus and Community Affairs Committee

The Development and Fund Raising Committee

The Property and Finance Committee

The Senior Operations Committee



and the composition, duties and responsibilities of such Committee shall be as determined from time to time by resolution of the Board.



Quorum 7. A majority of the membership of each committee shall constitute a quorum at any meeting. When attendance by teleconferencing is permitted, as may be determined by a majority vote of the Committee concerned, such attendance shall be counted toward quorum.

Background:

The proposed amendments result from the Board's recent decision to reduce the number of regular Board meetings from eight to five each year and to restructure the Board meetings to include three components: (1) a "working lunch" with a Strategic Issue presentation; (2) the confidential session of the Board meeting; and (3) starting at 3:30 p.m. the public session of the Board meeting. Typically, the five regular Board meetings will be held at the end of January, April, June, September, and November.

During discussion about restructuring Board meetings, it was agreed that when Special Board meetings are required, participation via teleconferencing will be allowed and will count toward quorum. Whether participation via teleconferencing at Committee meetings will be left to each Committee to determine, and if it is permitted, participation will count toward quorum.

The proposed amendments, above, are intended to document the intentions of the Board with respect to Board meetings and teleconference attendance at special Board meetings and at Committee meetings (subject to agreement of each Committee). The specific months when regular Board meetings will be held have not been specified, nor has the start time of the public meetings, in order to allow future flexibility. The schedule of regular meetings of the Board is prepared annually and is posted on the Internet once approved. While it is currently the plan to continue to begin the public session of Board meetings at 3:30 p.m., over time the Board may decide to readjust the timing of the three components of Board meeting days, which might result in a different starting time for the public Board meeting.

By-Law No. 1 Amendments September 2000