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Bylaws


GENERAL BYLAWS OF
THE BOARD OF GOVERNORS
OF LAURENTIAN UNIVERSITY 
____________________________________________
 
INTERPRETATION
 
1. i. In these bylaws:
a) "Board" means the Board of Governors of Laurentian University of Sudbury;
b) "Senate" means the Senate of the University;
c) "teaching staff" includes professors, associate professors, assistant professors, lecturers, 
associates, instructors, demonstrators and all others engaged in the work of teaching or 
giving instruction;
d) "University" means Laurentian University of Sudbury.
e) "Officer of the Board" shall mean the Chair, Vice-Chair, President and Vice-Chancellor, 
Chair of the Executive Committee, the Secretary of the Board and such members as the 
Board may designate from time to time.
f) "Officer of the University" shall mean the President and Vice-Chancellor; Vice-Presidents; 
and such other officers as may be designated from time to time by the Board.
g) "Signing Officer" shall mean any officer of the Board and any officer of the University so 
designated by the Board of Governors.
 
COMPOSITION OF THE BOARD
 
2. i. The composition of the Board as established by the Act of Incorporation shall be 25 voting 
members.
> President and Vice-Chancellor
> Five members named by the Lieutenant Governor in Council
> Nineteen members elected by the Board.
ii. The election of voting members by the Board shall be determined as follows:
a) Three from nominations submitted by the University of Sudbury
b) Three from nominations submitted by Huntington University
c) Three from nominations submitted by Thorneloe University
d) One from nominations submitted by the Laurentian University Alumni Association
e) Two  from nominations submitted by the officially recognized Student Associations of 
Laurentian University in accordance with the rotation as provided by the Board.
f) Seven from nominations submitted by the Nominating Committee of the Board.
iii.   a) All voting members except the person elected from student nominations shall hold office for 
a period of three years, ending at the close of the annual meeting in a year named in such 
appointments.
b) The elected voting members for the students' nomination shall hold office for a period of 
one year ending at the close of the annual meeting in a year named in such appointments.
iv.   a) No voting member shall hold office for more than four consecutive terms, excluding the Board of Governors Bylaws - page 2
balance of a partial term.
b) Notwithstanding IV. a) the number of terms of a voting Board member serving as Chair, 
Vice-Chair, or Past Chair may be extended. 
c) A former voting member may be eligible for re-election after a lapse of one year.
v.      The Board may provide for non-voting members on the Board of Governors and Board Standing 
Committees. Such non-voting members shall be entitled to participate fully in the discussion at 
meetings of the Board and Board Standing Committees except that when confidential matters are 
to be discussed "in camera", the Chair shall advise these members as to their exclusion from 
such portions of meetings. Non-voting members of the Board of Governors or of Board 
Standing Committee meetings may not send a designate to participate in Board or Board 
Standing Committee meetings.
 
MEETINGS OF THE BOARD
 
3. i. Regular meetings of the Board shall be held at the University or elsewhere as may be 
determined by the Chair, or in the event of absence or inability to act, at the call of the ViceChair.  The Board shall hold a minimum of four regular meetings per year.  The date and times 
of such meetings shall be established from time to time by the Board.  The first regular meeting 
held after May 1 in each year shall be the annual meeting.
ii. Notice in writing of the time and place of each regular meeting shall be sent to each member of 
the Board by prepaid post or by electronic transmission addressed to members at their address, 
as it appears in the records of the Board, at least seventy-two hours before the time appointed 
for holding such meeting.  
iii.   Special meetings of the Board shall be held at the call of the Chair, or in the event of absence or 
inability to act, at the call of the Vice-Chair, and may also be called and held on the requisition 
in writing of not fewer than five members of the Board.  Such meetings may be held at any time 
and at any place in the City of Sudbury or its environs or by electronic transmission.
iv.   Notice in writing of the time and place of each special meeting shall be sent to each member of 
the Board by prepaid post or by electronic transmission addressed to members at their address, 
as it appears in the records of the Board, at least forty-eight hours before the time appointed for 
holding such meeting.  Such notice shall specify in reasonable detail the purpose for which the 
meeting is called.
v. a) A special meeting of the Board may be held at any time and at any place without notice if all 
members of the Board are present thereat, or if either before or after the meeting the 
members of the Board who are absent signify in writing their consent to the meeting being 
held in their absence.
b) On matters of an urgent nature, the Chair may authorize the Secretary to conduct an 
electronic vote or a telephone vote of Board members.  
vi. The accidental omission 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 the meeting.Board of Governors Bylaws - page 3
vii. Ten voting members of the Board shall constitute a quorum at a meeting.
viii. a) All bylaws, motions, and resolutions shall be decided by a majority of the votes of members 
present at the said meeting, except as hereinafter set out.
b) The Chair may vote on any bylaws, motions and resolutions but shall not have a deciding 
vote where there is an equality of votes.
c) The President and Vice-Chancellor of the University shall not have a vote on any matter 
pertaining to the President's office as such.
d) A motion on which there is an equality of votes shall be deemed to have been defeated.
ix.   A resolution signed by all members of the Board shall have the same force and effect as if 
passed at a regularly constituted meeting of the Board.
x. In conformity with the Act of Incorporation either the French or the English language may be 
used at any meeting of the Board and in any documents or correspondence with or by the Board 
and the minutes and records of a formal nature shall be in both languages.
xi.   A record of the proceedings of each meeting of the Board shall be kept in a book provided for 
that purpose and the minutes of every such meeting shall be submitted at the next meeting of the 
Board, and after adoption by the Board, the minutes shall be signed by the Chair or the Acting 
Chair and the Secretary or the Acting Secretary and such minutes shall be open to the inspection 
of any member of the Board at any time during regular office hours in the office of the 
Secretary of the Board.  
xii. All matters for inclusion in the agenda of Board meetings must be in the hands of the Secretary 
at least five clear business days (prior to the day of  the meeting at which they are to be 
presented; and only matters which have so been placed in the hands of the Secretary shall be 
included in the agenda.
xiii. Unless prior notice as aforesaid shall have been given, no new matter, other than that of 
privilege or petition, shall be dealt with at any regular meeting of the Board unless the 
introduction of such new matter shall be approved by vote of the meeting.
xiv. Save and except where it is otherwise herein provided the action of the Board upon any matter 
coming before it shall be evidenced by bylaw or resolution and the entry thereof in the minutes 
of the Board shall be prima facie evidence of the action taken.
 
CORPORATE SEAL AND EXECUTION OF DOCUMENTS
 
4. i. The Corporate or common seal of the University shall be in the custody of the Secretary of the 
Board or such other person as the Board may from time to time designate.
ii.
a) All other contracts, documents or instruments in writing of an administrative nature 
requiring execution by the University, or on behalf of the University, whether requiring 
approval by Board resolution or not, shall be signed by any two signing officers of the 
Board or of the University, 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 thereto.Board of Governors Bylaws - page 4
b) All negotiable instruments issued by the University shall be signed by such signing officers 
of the Board or of the University in such manner as may be designated from time to time by 
the Board.
 
COMMITTEES
 
5. i. The Committees constituted by the Board shall be as follows:
a) Executive Committee as provided in the Act of Incorporation;
b) Standing Committees, being those committees whose duties are normally continuous, and 
which may include in their membership one or more persons who are not Board members;
c) Special Committees, consisting of persons appointed by the Board for specific duties of a 
non-recurrent nature, and which may include in their membership one or more persons who 
are not Board members, whose powers will expire with the completion of the task assigned.
ii. The functions, duties, responsibilities and powers of committees established by specific bylaws 
of the Board shall be as defined in such bylaws.
iii.  The functions, duties, responsibilities and powers of each other committee constituted by the 
Board shall be as provided in the resolution of the Board by which it is established, and such 
resolution shall in each case specify the functions, duties, responsibilities and powers of the 
committee.  The Board shall appoint the members of the committee and shall appoint the Chair. 
The Vice-Chair shall be appointed by the committee.
iv. The Chair of the Board, the Vice-Chair of the Board and the President and Vice-Chancellor 
shall be ex-officio voting members on all committees, unless otherwise resolved by the Board.
 
EXECUTIVE COMMITTEE
 
6. i. At the annual meeting of the Board the five members of the Executive Committee, as required 
by the Act of Incorporation, together with three alternates shall be elected from among the 
members based on nominations received from the Nominating Committee and any additional 
nominations submitted by Board members at large. 
ii. The Chair shall be elected by the Board following a recommendation from the Nominating 
Committee and any additional nominations submitted by Board members at large.
iii.   The Secretary of the Board shall act as Secretary of the Executive Committee.  In the event of 
absence the Committee shall appoint another person to act as Secretary.
 
STANDING COMMITTEE
 
7. i. The following standing Committees are established:
a) Audit
b) Finance
c) Joint Committee on Bilingualism (a joint committee of Senate and the Board)
d) Joint Committee on Honorary Degrees
e) NominatingBoard of Governors Bylaws - page 5
f) Property Development and Planning
g) Research Ethics Board Nominating and Oversight (a joint committee of Senate and the 
Board)
h) Senior Management Review and Compensation
i) Staff Relations
ii. There shall be such additions and deletions to these Standing Committees as the Board may from 
time to time determine.
iii. The members and Chairs of all Standing Committees shall be appointed at the annual meeting 
from nominations submitted by the Nominating Committee of the Board.
iv. In addition to ex-officio voting members each Committee shall consist of not less than four (4) 
other voting Board members.
v.    The Vice-President responsible for the Research Ethics Board Nominating and Oversight 
Committee  shall act as  Chair of the Research Ethics Board Nominating and Oversight 
Committee and shall only be entitled to vote on matters before the Committee in the event of a 
tie.  The President and Vice-Chancellor, the Chair of the Board and the Vice-Chair of the Board 
shall be ex officio non-voting members of this committee.
 
DELEGATION OF AUTHORITY
 
8. i. The Executive Committee shall exercise all the powers held by the Board, within the limits of 
the University Act, between regular meetings of the Board, except to repeal, amend or modify 
the University Act or bylaws or to appoint a President and Vice-Chancellor, or Vice-President.
ii. The Board may delegate specific discretionary powers or authority to a committee, either by 
resolution or by provisions contained in the terms of reference of the committee concerned.
 
AUTHORITY OF COMMITTEES
 
9. i. Board committees are established primarily for making recommendations to the Board and 
exercise 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.
 
COMMITTEE MEETINGS
 
10.     i. Meetings of committees may be called whenever it is deemed necessary by the Chair of the 
Committee, by the Chair of the Board or by the President and Vice-Chancellor.
ii. Notice of meeting shall be mailed or otherwise delivered to members by the Secretary of the 
Committee concerned in accordance with the procedure approved by the Committee.
iii. The inadvertent failure to give notice to any member or any irregularity in connection with the 
giving of notice shall not invalidate the proceedings at a meeting.
iv. The agenda shall be prepared by the Secretary and shall be approved by the Chair.  All matters Board of Governors Bylaws - page 6
for inclusion in the agenda must be in the hands of the secretary at least six business days prior 
to the day of the meeting at which they are to be presented and only matters which have then 
been placed in the hands of the secretary 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.
v. All questions at a meeting shall be decided by a majority of the votes of the members present.  
Each member of the Committee present at a meeting, including the Chair or acting Chair and 
ex-officio voting Board members, shall be entitled to one vote, unless said committee members 
are non-voting members of the committee and any motion on which there is equality of votes 
shall be deemed to have been defeated.
vi.  When deemed necessary, a resolution signed by all members of a committee shall have the same 
force and effect as if passed at a regularly constituted meeting of that committee.
vii. A record shall be kept of the proceedings of every meeting of each committee, and it is the 
responsibility of the Chair of the committee to submit a report of such proceedings to the 
Secretary of the Board as soon as conveniently possible thereafter.
viii. The Secretary of a committee shall issue, or cause to be issued, notices of all meetings of such 
committee, when directed to do so.
ix.   If a committee does not appoint its own Secretary, the Secretary of the Board shall act as 
Secretary of such committee.
x.  Three voting members of the Board (including ex-officio voting Board members) shall constitute 
quorum for all Committees.
 
GENERAL
 
11. i. The President and Vice-Chancellor shall be the chief executive officer of the University and 
chair of the Senate and shall have supervision over and direction of the academic work and 
general administration of the University and the teaching staff thereof, and the students thereof, 
and the officers and servants thereof, and also shall have such other powers and duties as may 
from time to time be conferred by the Board.
ii. A Vice-President shall act for the President and Vice-Chancellor in such matters as the President
and Vice-Chancellor may within his/her own powers delegate to him/her.  In case of the 
absence or illness of the President and Vice-Chancellor, a Vice-President shall perform the 
duties of the President and Vice-Chancellor except in matters which under the provisions of the 
Act of Incorporation are within the powers of the President and Vice-Chancellor only.
iii.   The Secretary of the Board shall be directly responsible to the Board and shall have charge of 
the corporate seal, books and records of the Board.
iv. The Secretary of the Board shall perform such additional duties as may from time to time be 
assigned by the Board.
v. The Secretary of the Board shall issue or cause to be issued notices of all meetings of the Board of Governors Bylaws - page 7
Board, when directed so to do.
vi. The Board may from time to time appoint an Acting Secretary of the Board to perform the 
duties of the Secretary of the Board when the latter is unable by reason of absence or other 
cause to perform such duties.
vii. At the last meeting of the Board in the fiscal year, the Board shall elect a Chair for an initial 
term of two (2) years, following a recommendation from the Nominating Committee and any 
additional nominations submitted by Board members at large.
viii. At the first meeting of the Board in each fiscal year the Board shall elect and appoint a ViceChair following a recommendation from the Nominating Committee and any additional 
nominations submitted by Board members at large. 
ix. The Board, on the recommendation of the President and Vice-Chancellor, may from time to 
time prescribe the duties of officers and employees of the University, provided that the duties so 
prescribed are not inconsistent with the Act of Incorporation or the bylaws of the Board from 
time to time in force.
 
CONDUCT OF BOARD MEETINGS
 
12.   i. A motion must be moved and seconded before the subject matter of the motion is open for 
debate.
ii. General custom permits the withdrawal of a motion by consent of the mover and seconder, but if 
either objects the motion must be put to a vote.  This applies to both substantive motions and 
amendments.
iii.   a)  An amendment to a motion must fall within one of the following categories:
i. The deletion of certain words
ii. The addition of certain words
iii. The deletion of certain words and substitution of others in their place.  A motion 
which would nullify the main motion is not an amendment and cannot be 
introduced.
b) There cannot be more than two amendments before the meeting at one time but when one of 
these has been accepted or rejected another amendment may be introduced but only if it is 
different in purport from one previously defeated.
c) Voting is as follows:
i. On the amendment to the amendment, or the second amendment.
ii. On the amendment.
iii. On the motion if amendments have been defeated or on the motion as amended if an 
amendment has carried.
iv. Only on a point of order or privilege can a member interrupt another member who is speaking, 
(except that with the consent of the speaker questions may be asked).  If members feel that 
improper language has been used, irrelevant argument introduced, or a rule of procedure 
broken, that are entitled to rise to a point of order, interrupting the speaker.  The point of order 
must be stated definitely and concisely.  The Chair shall decide without debate, though he/she 
may ask opinions.  The Chair should state his/her opinion authoritatively.  The ruling may be Board of Governors Bylaws - page 8
appealed by the member who has risen to a point of order.  If appealed, the Chair states the 
decision on the point of appeal and then puts the question which is not debatable: "Shall the 
decision of the Chair stand as the judgment of this meeting".  If the motion is passed, this 
merely settles a point of procedure and is not a vote of confidence in the Chair.
v.   If a member feels that a statement reflects on his/her reputation or that of the Board, the 
Committee or the University, he/she is entitled to raise a "question of privilege".  The 
procedure is the same as for a point of order.
vi.   A motion to adjourn may be moved at any time.  It is not debatable except if it is sought to 
adjourn to a time other than the regular meeting time, when discussion is permitted on that point 
only. If the motion is passed, the meeting ends; if rejected, the business continues.
vii. a) Irrelevant remarks should be stopped immediately by the Chair.  A person who has already 
spoken on the question should not be allowed to speak again until all those desiring to speak 
have been heard (this at the Chair's discretion).  No one may speak until they have been 
given the floor by the Chair.  Speakers must address their remarks to the Chair and not to 
the meeting.  Only one speaker may have the floor at a time.
b) Procedure on special motions (this list is non exhaustive):
i. To adjourn (debatable as to time only)
ii. To take a recess (not debatable)
iii. To raise a point of order or a question of privilege (not debatable)
iv. To lay on the table (not debatable)
v. To limit or extend the limits of debate (not debatable)
vi. To postpone to a definite time (debatable)
vii. To postpone to an indefinite time (debatable)
viii. To rescind (debatable)
ix. To amend (debatable).
 
FISCAL YEAR
 
13. i. The fiscal year of the University shall end on the 30th of April in each year.
 
BORROWING AUTHORITY
 
14. i. Laurentian University of Sudbury is hereby authorized by resolution of the Board of Governors 
from time to time to:
a) borrow money on the credit of the University in such amounts, on such terms and from such 
persons, firms or corporations, including chartered banks, as may be determined by 
resolution by the Board;
b) make, draw and endorse promissory notes or bills of exchange;
c) hypothecate, pledge, charge or mortgage all or any part of the property of the University to 
secure any money so borrowed or the fulfilment of the obligations incurred by it under any 
promissory note or bill of exchange signed, made, drawn or endorsed by it; d) issue 
bonds, debentures and obligations on such terms and conditions as the Board may by 
resolution decide and pledge or sell such bonds, debentures and obligations for such sums 
and at such prices as the Board may by resolution decide, and mortgage, charge, Board of Governors Bylaws - page 9
hypothecate or  pledge all or any part of the property of the University to secure any such 
bonds, debentures and obligations.
ii. The Board of Governors may by resolution, delegate to officers of the Board all or any powers 
necessary for the purpose of borrowing and giving security by the University to such extent and 
in such manner as the Board may determine.
 
INDEMNITY OF BOARD MEMBERS
 
15. i. Except in respect of an action to procure a judgement in its favour, and except as otherwise 
prohibited by law, every member of the Board or any committee or subcommittee of the Board 
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 judgement), that such member sustains or 
incurs in or about any civil or administrative action, suit, or proceeding that is brought, 
commenced or prosecuted against such member, for or in respect of any act, deed, matter or 
thing whatsoever, made done or permitted by such member's in or about the execution of the 
duties of such office, except such costs, charges or expenses as are occasioned by such 
member's own wilful neglect or wilful default.  Provided however that, in exchange for the 
presentation of these provisions of indemnity, such indemnified member shall cooperate fully 
with the University in the defence of such proceedings and shall be subject to such direction as 
the University or the Counsel shall deem appropriate, failing which such provision of indemnity 
provided hereby shall forthwith lapse and be of no further force and effect. 
 
AMENDMENT OR REPEAL OF EXISTING BYLAWS
 
16. i. Notice of motion to enact, amend, repeal any Bylaw of the Board shall be given at the meeting 
of the Board next preceding the meeting at which motion is to be presented.
ii. Any such enactment, amendment or repeal must be approved at a meeting of the Board at which 
at least fifty percent of the voting Board members are present, by a two-thirds majority of the 
voting Board members present.