Governance

By-Laws

LEGISLATIVE SANCTION FOR THE BY-LAWS OF THE BOARD OF GOVERNORS

"A board may make by-laws respecting the calling of its meetings and regulating the conduct of business at those meetings and generally, regulating the conduct of its business and affairs."  

Section I - Definition of Terms

1.1 "Academic year" means a one-year period that includes July 1st of one calendar year and June 30th of the following calendar year;

1.2 “Academic Council” means the body created pursuant to the Act which consists of the President, members appointed by the Board, members appointed by the academic staff association of the Institute, and members appointed by the students association of the Institute;

1.3 "Act" means the Post-secondary Learning Act SA, 2003, c.P-19.5, as the same may be amended from time to time; 

1.4 "Board" means the Board of Governors of the Northern Alberta Institute of Technology; "By-laws" means these by-laws in force and effect;

1.5 "Governor" means a member of the Board;

1.6 "Immediate family" means spouses and dependent children;
 
1.7 "Institute" means the Northern Alberta Institute of Technology;

1.8 "Minister" means, for the purpose of these By-Laws, the Minister in charge of post-secondary education in the Province of Alberta.
 
1.9 "Officer of the Institute" means an employee of the Board whose working title is President & CEO or Provost & Vice-President Academic or Vice President Administration & CFO or Vice-President External Relations & CDO;

1.10 "Public" means the public at large and, for the purposes of these By-Laws, includes employees and students of the Institute;

Section II - Interpretation

2.1 When construing the By-laws, reference shall be had to the Act, and words and expressions used in the By-laws shall, insofar as the context does not otherwise require, have the same meaning as would be the case when used in the Act.

2.2 In the By-Laws, unless the context otherwise requires, words importing the singular number shall include the plural number and vice versa, words importing gender include masculine, feminine and neuter genders, and references to persons shall include firms and corporations.

Section III - Composition of the Board & Roles and Responsibilities of Members of the Board

3.1 The composition of the Board shall be in accordance with the Act.  For purposes of eligibility for the nominations for the Board composition, the following definitions shall apply:

3.1.1 “academic staff member” means an employee of the Board who, as a member of a category of employees or individually, is designated as an academic staff member under the Act;

3.1.2 “non academic staff member” means an employee of the Board other than an academic staff member;

3.1.3 “student” means a person enrolled at the Institute and enrolled in a full time program as described in the full time program calendar;

3.2 In addition to discharging the responsibilities outlined in the Act, Board members shall perform the duties prescribed by these By-Laws.

3.3 The Chairperson of the Board shall:

3.3.1 prepare and table the agenda of each Board meeting for approval by the Board;

3.3.2    preside at Board meetings and conduct business in accordance with the By-Laws, except as otherwise provided in these By-Laws;

3.3.3    act as the sole official spokesperson for the Board;

            3.3.4   serve as signing officer of the Board;

            3.3.5   serve as an ex officio member of all Board committees;
        
            3.3.6   represent the Board at official functions sponsored by the Board and at other functions at which the Board is to be formally represented or delegate this responsibility as provided for in these By-Laws;

3.3.7 perform such other duties and assume such powers as the Board may specify and delegate;

3.3.8 have the authority to delegate to any Board member any powers or duties conferred on the Chairperson by these By-Laws or by the Board, but such powers or duties may not be further delegated;

3.3.9 serve as liaison for the Board to the Institute President between meetings of the Board except in those areas specifically designated as the responsibility of the standing committees of the Board;

3.3.10 provide  leadership on behalf of the Board in directing the President to fulfil the administration of the Institute; and

3.3.11 appoint an acting President in the case of the disability of the President of the Institute, to perform the duties of that office with the consent of a majority of the members.

3.4 The Vice Chairperson, ratified by the Board in the same manner as standing committees are ratified, shall:

3.4.1 exercise the powers and perform the duties of the chairperson when the chairperson is absent or otherwise unable to perform, unless such powers or duties have been otherwise delegated by the Chairperson;

3.4.2 perform such additional duties and assume such other powers as the Board may specify and delegate.

3.5 The President shall:

3.5.1 prepare the agenda, under the authority of the Chairman, of each Board meeting;

3.5.2 appoint from staff of the Institute a Secretary to the Board whose responsibilities shall be to give or cause to be given notices for all meetings of the Board or any committee of the Board when directed to do so; prepare and distribute the agenda and Board packages through the Board Link software; prepare and distribute minutes of Board meetings; and maintain records of Board meetings;

3.5.3 execute all duties as Chief Executive Officer as assigned in the President’s job description, and under direction of the Board, lead , supervise, manage and direct the instructional, administrative, and  business affairs of the Institute, and exercise such powers and perform such duties as are assigned by the Act, by any other enactment and by the resolutions, by-laws and orders of the Board;

3.5.4 execute on behalf of the Institute, all contracts, documents or instruments in writing requiring the signature of the Board, and all contracts, documents and instruments in writing so executed shall be binding upon the Board and upon the Institute without further authorization or formality;

3.5.5 be responsible for the selection and evaluation or dismissal of any employee, however designated, directly or through their next superior position, for the efficient operation of the organizational unit or functions for which they are responsible;

3.5.6 be the channel of communication from Academic Council in accordance with the Act.

3.5.7 assist the Board with establishment of goals and the development of policies;

3.5.8 provide such information and advice to the Board as it may require to fulfil its responsibilities under the Act;

3.5.9 provide such information to the Board as will enable it to assess the Institute's effectiveness and efficiency in achieving its goals and carrying out the mission articulated by the Board;

3.5.10 serve as the communication link between the Board and the Institute’s internal and external constituencies, unless otherwise directed by the Board. 

3.5.11 serve as 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 except for the Finance and Audit Committee and the Human Resources Committee, where the President shall serve as an ex officio non voting member;

3.5.12 ensure that appropriate and sufficient staff resources are assigned to provide support services required for effective functioning of the Board including the appointment of a Secretary to the Board; and

3.5.13 perform such additional activities and assume such other powers as the Board may specify and delegate.

3.6 Board members’ responsibilities are to:

3.6.1 become knowledgeable about, and conduct themselves in accordance with, the responsibilities and expectations outlined in the Act, the By-Laws of the Board, and such other policies, guidelines, and procedures as the Board may from time to time adopt;

3.6.2 act in the best interests of the Institute at all times and to:

(a) act honestly, loyally and in good faith, and pursuant to the principles and best practices of good governance;

(b) use their knowledge and expertise in dealing with the affairs of the Institute;

(c) maintain confidentiality as set out herein;

(d) comply with any other duties imposed on them by law;

(e) exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances and keep themselves informed of the policies, business and affairs of the Institute;

(f) advocate on the behalf of the Institute for the achievement of the outcomes and strategies as set out in the Board’s approved business plan;

(g) attend Board meetings as set out in Section 4 as required, and if there  are more than three absences in a given academic year, the Chair will discuss the matter with the Board member and may request his or her resignation from the Board;

(h) fulfil the expectation  to participate in all designated Board events unless otherwise notified as optional; and

(i) conduct themselves in accordance with the approved policies and procedures of the Institute.  

3.7 Board members, when communicating with members of the Institute, shall be professional concerning such communications, ensuring open communications within the Institute;

3.8 Board members may not attempt to exercise individual authority over the Institute, except as explicitly determined by the Board through resolution or as may be set out in the Act; and

3.9 Board members are part of a legal entity; the strength and effectiveness of the Board is as a group of individuals and decisions of the Board shall be binding on all Board members;

3.10 Board members are responsible for the approval of collective agreements entered into by the Institute.

Section IV - Board Meetings

4.1 Regular meetings of the Board shall be held according to a pre-determined schedule, at least five (5) times during the academic year from September to June inclusive, and shall be held at premises of the Institute, or such other location as may be decided by the Board and communicated to Board members.

4.2 Special meetings of the Board may be called by either the Chairperson or by a majority of the Board members, provided that notice of the date, time, and place of meetings is conveyed to each Board member in writing and such notice is given at least seven (7) calendar days before the date of the meeting, or at least three quarters of the Board members waive notice of such a meeting.

4.3 A majority of the members of the Board shall constitute a quorum at any meeting. 

4.4 In conducting its meetings the Board shall strive for maximum openness, and unless otherwise determined pursuant to sub-section 4.6, all Board meetings shall be open to observers from the public.

4.5 With the consent of the Board any member of the public may participate in any discussion at any Board meeting.

4.5.1 An individual of the public wishing to participate in discussion must communicate a request to do so to the Chairperson prior to commencement of the meeting.

4.5.2 The Chairperson may invite, during the course of a meeting, members of the public to participate in discussion of specific agenda items as may be appropriate.

4.6 Subjects intended for in-camera discussion shall be explicitly identified on the agenda and must be accepted for such treatment at the time of agenda approval. Subjects identified for in-camera discussion may include, but need not be limited to, the following:

4.6.1 all matters relating to salaries, conditions of employment, labour relations, employee negotiations and collective bargaining;

4.6.2 human resource issues - including appointments, transfers, resignations, promotions, demotions, conduct, discipline, or suspension and all other matters relating to individual employees;

4.6.3 the conduct, discipline, suspension, and all other matters relating to individual students;

4.6.4 the Institute budget and preliminary estimates;

4.6.5 matters where Board liability may arise or where legal opinions respecting the liability or interest of the Board are expressed verbally or presented by written legal opinion;

4.6.6 law enforcement matters, litigation or pending or potential litigation, including matters before administrative tribunals affecting the Institute.

4.6.7 matters relating to the proposed or pending acquisition of or disposition of real property, or security of property; and

4.6.8 matters of a contractual nature where it is in the interest of the Institute to maintain confidentiality.

4.7 In cases where a matter discussed in-camera requires a formal motion for resolution by the Board, such motion shall be reported in the minutes.

4.8 Board members may participate in, and shall be deemed present at, meetings by telephone or other communication facilities which permit all participants to hear each other.

4.9 A resolution in writing signed by all the Board members shall be as valid and effectual as if it had been passed at a meeting of the Board, duly called and constituted, and shall be held to relate back to any date therein stated to be the date thereof.  A resolution in writing may be signed in one or more counterparts, all of which together constitute the same resolution.  A facsimile of a signed counterpart of a resolution in writing is as valid as an originally signed counterpart.

4.10 No act or proceeding of the Board is valid unless it is adopted at a meeting of the Board at which there is a quorum or by signed resolution as permitted under subsection 4.9.

4.11 Any resolution or motion approved by a majority of Board members at a duly constituted meeting of the Board at which there is a quorum binds all members of the Board.

4.12 When present, every Board member, including the Chairperson, shall vote "yes" or "no" on every matter unless the Board member abstains.

4.13 All questions other than those contemplated under sub-sections 7.1 and 9.3 shall be decided by a majority of those present. In case of a tie vote, the motion is defeated.

4.14 In compliance with, or in addition to, the statutory requirements respecting conduct, members of the Board shall avoid placing themselves in circumstances of potential conflict of interest and, accordingly, shall not vote on any question:

4.14.1 affecting a private company of which they, or members of their immediate family, are shareholders or Directors or Officers; or

4.14.2 affecting a public company in which they, or members of their immediate family, are significant shareholders or Directors or Officers; or

4.14.3 affecting a partnership or firm of which they, or members of their immediate family, are members; or

4.14.4 affecting a contract for the sale of goods, merchandise, or services to which they, or members of their immediate family, are parties or will benefit directly or indirectly; or

4.14.5 affecting them, or members of their immediate family, in their selling or leasing land or an interest in land to the Board or will benefit directly or indirectly; or

4.14.6 affecting them, or members of their immediate family, in a direct or indirect pecuniary interest; or

4.14.7 affecting any labour negotiations, grievances or other labour relations or activities involving: faculty, or support staff members; a person who is related to a Board member who holds, or is expected to hold , a faculty or support staff position; a person who is related to a Board member who holds a position at any other institution or other organization who reasonably may be perceived to gain a benefit from information disclosed on these matters or who would act in a manner that is not in the best interest of the Institute; or

4.14.8 affecting a decision where a Board member is on another board or organization that is in conflict with the mandate, vision or mission of the Institute or the Act.

4.15 Individual members of the Board bring to the Board a perspective that is unique to the background and experience of the individual member, and which is reflective of the constituency from which the Board member has been appointed pursuant to the Act.  While Board members are encouraged and expected to share that unique perspective of the constituency from which they are appointed, the Board member will at all times act in the best interests of the Institute as a whole.

4.16 When members of the Board are not entitled to vote because of any circumstance outlined in subsection 4.14, they shall so declare. The declaration shall be reported in the minutes before discussion of the question and such Board members shall:

4.16.1 absent themselves from the meeting room during the discussion; and

4.16.2 not be counted as present for the quorum and the majority vote requirements.

4.17 Where some doubt exists as to whether a Board member may be in conflict of interest, the Board shall determine whether the Board member is in conflict of interest.

4.18 Any Board member may request a recorded vote on any question and, in such case, the Secretary to the Board shall record in the minutes the manner in which each Board member voted.

4.19 Board members, without requiring a recorded vote, may have their own votes recorded on any question decided by the Board.

4.20 The official channel of communication on all matters for consideration by the Board from a staff member, student or external public member or group shall be through the President as the Chief Executive Officer, who shall bring all such matters to the attention of the Chairperson for consideration at a meeting of the Board. The decision of the Chair will be in writing to any person or group requesting to present a matter to the Board and will be deemed as final.  All communications of the Institute directed to the Board shall be channelled through the Office of the President. All official communications from the Board shall be similarly channelled through the Chairperson and copies thereof furnished to the President.

Section V - Committees of the Board & Academic Council

5.1 The Board shall from time to time establish such committees or working teams as it deems necessary to assist the Board in carrying out and performing its duties and shall determine the mandate, terms of reference and tenure of each Committee or working team; provided no Committee, unless explicitly authorized by the Board, shall have the authority to commit the Board or the Institute to any course of conduct nor to enter into any contract, unless otherwise determined by the Board;

5.2 The standing committees of the Board will be, but are not limited, to the following:

i) Advocacy
ii) Campus Development
iii) Executive  
iv) Finance and Audit
i. Trustees of the NAIT Foundation
v) Governance
vi) Human Resources

5.3 Each committee of the Board shall be chaired by a public Board member, unless otherwise determined by the Board, and only members of the Board shall have a vote on any committee.

5.4 Committees shall be responsible to the Board for review and recommendation of policies governing those aspects of the Institute's operations specifically identified in their respective terms of reference.

5.5 Committees shall have only those powers and authority explicitly delegated to them by the Board in their terms of reference.

5.6 The terms of reference of each committee shall be reviewed by the committee at least once during the academic year as a means of orienting new Board members and identifying elements which may require clarification from the Board. The terms of reference of any committee may be amended by the Board at any time.

5.7 The Governance Committee shall propose a slate of nominees for all standing committees and their chairpersons. The Board shall vote on each committee slate presented. In the event that a slate is not ratified, the Chairperson may nominate an alternate committee immediately or at a subsequent meeting.

5.8 Committees shall normally consist of three to five members in addition to the ex-officio members, and all members of the Human Resources Committee and of the Finance and Audit Committee shall be public Board members.

5.9 The Chairperson and the President shall have the same rights as other committee members, and shall be obliged to attend meetings and shall be counted in determining the quorum for a given committee meeting.

5.10 The President shall designate, as required, appropriate members of staff to serve as resource persons to committees.

5.11 The quorum of a committee shall be at least half of its members.
 

5.12 Meetings by telephone conference may be held, provided a majority of the members agree to such a format.

5.13 The Chairperson of each committee shall be responsible for:

5.13.1 calling of meetings;

5.13.2 conducting committee work in accordance with the terms of reference approved by the Board;

5.13.3 ensuring that appropriate records and minutes of committee meetings are kept;

5.13.4 reporting to the Board on a regular basis.

5.14 In the event of a Chairperson's absence from a meeting, the committee may select a temporary chairperson for that meeting.

5.15 The Chairperson of the Board may appoint additional members to committees as required at any time for purposes of filling vacancies, subject to ratification by the Board.

5.16 The Board may establish ad hoc committees as it deems necessary.

5.16.1 The procedure for ratifying members to an ad hoc committee shall be the same as that for establishing a standing committee (Section 5.7), except that an ad hoc committee may be established at any time.

5.16.2 Each ad hoc committee, at the time of its establishment, shall be given the scope of its responsibilities and reporting expectations by the Board.

5.17 The Board shall also receive recommendations or reports with respect to matters that the Board has referred to Academic Council and other matters Academic Council considers advisable to be made to the Board.  The Board shall make appointments to Academic Council, subject to the provisions of the Act.  The Board shall decide any question that may arise as to the composition of the Academic Council or concerning election of academic staff members or students to the Academic Council.   For purposes of the eligibility for composition of the Academic Council, the following definitions shall apply:

“academic staff member” means an employee of the Board who, as a member of a category of employees or individually, is designated as an academic staff member under the Act;

“student” means a person enrolled at the Institute and enrolled in a full time program as described in the full time program calendar.

Section VI - Parliamentary Authority

6.1 The rules contained in the current edition of Robert's Rules of Order, Newly Revised, shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with the Act, these by-laws and any special rules of order the Board may adopt.

Section VII - Amendment of By-laws

7.1 These By-laws may be amended at any regular meeting of the Board by a two-thirds majority of those present, provided that the proposed amendment has been submitted in writing at the previous regular meeting.
 
Section VIII - Remuneration of Board Members

8.1 Honoraria will be available only to elected student representatives on the Board in the form of payment of their tuition fees, unless otherwise determined by the Board.

8.2 All members of the Board shall be entitled to reimbursement for reasonable expenses incurred while engaged in Board business in accordance with current Institute practices and Board Policy and procedures.

Section IX - Termination of Office of a Member of the Board

9.1 Any member of the Board wishing to resign may do so by sending notice in writing to the Minister and copying the Chairperson and the President.

9.2 When any Board member resigns a seat on the Board, the President shall place on the agenda of the next Governance Committee, a plan for Board member succession.

9.3 By a vote of at least two-thirds majority of those present, the Board may petition the Minister to revoke the appointment of a Board member who has breached the approved standards of conduct for a Board member, including but not restricted to wilful neglect or default, or actions contrary to the Board member’s duties and obligations as set out in 3.6 herein.

Section X - Seal

10.1 Contracts, documents, or any instruments in writing requiring the signature of the Institute, shall be signed by the appropriate administrative levels as determined in writing and approved by resolution of the Board of Governors.  All contracts, documents, and instruments in writing so signed shall be binding upon the Institute without any further authorization or formality. The seal of the Institute, an impression of which appears to the right of these words, shall, when required, be affixed to contracts, documents, and instruments in writing and shall be signed by any two of the President, Vice-President, the Chairperson, or the Vice-Chairperson.

Section XI - Protection of Board Members Officers and Others

11.1 No Board member or officer shall be liable for the acts, receipts, neglects or defaults of any other Board member, officer or employee, or for joining in any receipt or act for conformity, or for any loss, damage or expense happening to the Institute through the insufficiency or deficiency of title to any property acquired for or on behalf of the Institute, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Institute shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious or criminal acts of any person with whom any of the monies, securities or effects of the Institute shall be deposited, or for any loss occasioned by any error of judgement or oversight or for any other loss, damage or misfortune whatever, which occurs in the execution of the duties of the office or in relation thereto, unless the same are occasioned by fraud, willful neglect or default of the Board member.

11.2 The Institute shall, and does hereby agree to reimburse and indemnify a Board member or officer, a former Board member or officer, or a person who acts or acted at the Institute's request as an Officer of the Institute or an heir and legal representative of any of them, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement reasonably incurred by the individual in respect of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a Board member or officer of the Institute if:

11.2.1 the person acted honestly and in good faith with a view to the best interests of the Institute; and

11.2.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the conduct in question was lawful.