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The seal, an impression whereof is stamped at the end of this by-law, shall be the corporate seal of the Corporation

4.0 Board of Governors

 The affairs of the Corporation shall be overseen by a Board of governors as provided by the Ontario Colleges of Applied Arts and Technology Act, 2002 (or as subsequently amended) and Ontario Regulation 34/03 (hereinafter referred to as “the Regulation”) and in accordance with this by-law, as follows:

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If the office of the Chair, 1st Vice-Chair or 2nd Vice-Chair, or one or more of them, shall become vacant by any reason, the Board shall elect one of the external governors to fill such vacancy.

11.5.1 If the office of the Secretary-Treasurer or President, or one or more of them, shall become vacant, such vacancy shall be filled as the Board may appoint.

11.6 Delegation of Duties of Officers

In the case of the absence or inability to act of the Chair, a Vice-Chair or another Officer of the Board or for any other reason that the governors may deem sufficient, the governors may delegate all or any of the powers of such Officer to any other Officer or to any external governor for the time being.

12.0 Meetings

Except as required to the contrary by the Regulations:

12.1 Annual and General Meeting Dates

The Board may appoint a day or days in any month or months for regular meetings of its members at a prescribed hour, and in respect of such regular meetings, except as hereinafter specifically set forth, no notice need be given. The annual general meeting shall be the meeting at which the audited financial statements are received. The Board may consider and transact any business either special or general without any notice thereof at any meeting of the Board. 

12.2 Quorum

Not less than 50% of the total Board membership plus 1 as defined in 4.1 shall form a quorum for the transaction of business. No business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business.

12.3 A governor participating in discussions at a meeting of the Board and/or Committee by teleconference or videoconference shall be deemed as in attendance for quorum purposes.

12.4 A governor who has declared or is found to be in conflict of interest with respect to an agenda item, but was present at the beginning of the meeting, may be counted to determine the presence of a quorum

12.4.1 Notwithstanding 12.4, no less than 50% of the total Board membership as defined in 4.1 must be present and eligible to vote in order for the Board to maintain quorum.

12.5 Special Meetings

Any special general meeting of the members of the Board may be formally called by the Chair, the Vice-Chair(s), the President or by the Secretary-Treasurer on the direction of the Chair or of the Vice-Chair (s), or by any four voting members of the Board.

12.6 Location

The meetings of the members of the Board shall be held at the Head Office, or at such other place or places as the Board may from time to time determine.

12.7 In-camera Meetings

In-camera Meetings to consider matters determined by the Board of Governors to be confidential to the Board, or otherwise permitted or required by the regulations to be held in-camera, shall be held either before or after each regular meeting of the Board as shall from time to time be determined by the Board, or at such other time or times as may be determined by the person or persons calling the meeting. Without limiting the foregoing, matters relating to individual personnel decisions, general litigation, purchase or selling of real property, shall be discussed in-camera.

12.8 Notice

Except for regularly scheduled meetings, which shall require no notice other than as set out above, notice of meetings of the Board be delivered or telephoned to each member of the Board not less than twenty-four (24) hours before the meeting is to take place or shall be mailed to each member of the Board not less than five (5) days before the meeting is to take place. Regularly scheduled meetings of the Board shall be published annually.

12.8.1 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, to the members of the Board shall invalidate such meeting or make void any proceedings taken thereat and any members may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. 

12.9 Minutes of Meetings

The minutes of each Board meeting shall be approved at the following meeting and confirmed under the signature of the Chair.

12.10 Adjournment / Recommence

Any meeting of the members of the Board may be adjourned and recommenced at a later date without prior notice.

12.11 Voting

12.11.1 Except for votes to amend or adopt by-laws, every question submitted to any meeting of members of the Board shall be decided by a majority of votes given by the members present in person or attending by telephone or videoconference, who shall each be entitled to one vote. In the case of an equality of votes, the motion shall be lost. At any meeting, unless a poll is demanded, a declaration of the Chair of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority, and an entry to that effect in the minutes of the meeting of the Board of Governors shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

12.11.2 Votes to amend or adopt by-laws shall require a two-thirds majority. 

12.12 Chair

In the absence of the Chair, the 1st Vice-Chair shall chair the meeting. In the absence of the Chair and the 1st Vice-Chair of the Board of Governors, the 2nd Vice-Chair shall chair the meeting. In the 2nd Vice-Chair’s absence, the members at any meeting of members shall choose one of their voting members to chair the meeting.

13.0 Execution of Documents

13.1 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or person or persons, whether or not officers of the College, and in such manner as the Board may from time to time designate by resolution.

13.2 Contracts, Documents, etc. or Instruments in Writing:

Contracts, documents, or instruments in writing required to be signed by the Board may be signed by any two of the Chair, the ViceChairs, President (or Secretary-Treasurer in the absence of the President), and all contracts, documents or instruments in writing so signed shall be binding upon the Board without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Board either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

13.2.1 The corporate seal of the Board may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the Board.

13.2.2 The term "contracts, documents or instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.

13.2.3 In particular, without limiting the generality of the foregoing, any two of the Chair, the Vice-Chairs, President, or the Secretary-Treasurer in the absence of the President, are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Board in its individual capacity or any other capacity or as trustee or otherwise and to sign and execute (under the corporate seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.

13.2.4 Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Board may or shall be executed.

14.0 Books & Records

The Board shall ensure that all necessary books and records of the Corporation, required by the by-laws of the Corporation or by any applicable statute or law, are regularly and properly kept.

14.1 Without limiting the generality of section 14.0 above, the Board shall keep minutes and records of its proceedings that accurately reflect the proceedings of the Board. Approved minutes of open meetings shall be available to the public.

14.2 The By-laws of the Corporation shall be open to examination by the public during normal office hours of Lambton College and whenever possible shall be available to the public at no charge on Lambton College’s website.

15.0 Auditors & Reporting

The Board shall appoint an auditor licensed under the Public Accountancy Act who shall be instructed to prepare for submission to the Minister and any other agencies as required by legislation, audited financial statement(s) for the preceding year and other reports as required. 15.1 The President shall abstain from voting on all matters related to audited financial statements and reports. 16.0 POWERS The Board shall administer the affairs of the Corporation in all things and make or cause to be made for the Corporation in its name any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally may exercise all such powers and do all such other acts and things as the Corporation is authorized to exercise and do, as provided by any applicable statute, law or regulation.

16.1 The Board of Governors is expressly empowered from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange, or otherwise dispose of, shares, stocks, rights, warrants, options and other securities, lands, buildings, and other property movable or immovable, real or personal, or any right or interest therein owned by the Board for such consideration and upon such terms and conditions as it may deem advisable, without the written approval of the Minister except that use of the proceeds from sale or encumbrance of real property acquired with provincial funds will continue to require the approval of the Minister. 

16.2 The Board shall have the power to set policies.

16.3 The Board shall establish the process for the selection of the President. The Board shall appoint the President, establish compensation, delegate responsibility for the performance and operation of Lambton College, and evaluate the President’s performance.

17.0 Committees

In addition to the committees hereinafter specifically provided for and the Advisory Committees for each program of instruction required by the regulations, the Board may, from time to time, appoint standing and ad hoc committees consisting of such persons as may from time to time be appointed members thereof by the Board, to act in such capacity as the Board may determine in connection with the particular field of activity referred to each of such committees. The members of all committees shall hold office during the pleasure of the Board.

17.1 The Board may fill any vacancies occurring from time to time in such committees and, except for committees required by the regulations, might abolish and from time to time reappoint any such committee.

17.2 If required by the Board, minutes of the proceedings of any such committee shall be kept in a book or books for that purpose, which shall always be open for the inspection of any member of the Board. The minutes of each meeting of any such committee shall be approved at the following committee meeting and confirmed under the signature of the Chair of the meeting.

17.3 Unless otherwise determined by the Board, quorum for any such committee is a majority of the committee members. Questions arising at any meeting of a committee shall be decided by a majority of members and in the case of an equality of votes, the motion shall be lost. A governor participating in a meeting via teleconference or videoconference shall be deemed as in attendance for quorum purposes.

18.0 Executive Committee

The Executive Committee established by resolution of the Board of Governors is hereby confirmed and continued to advise and assist the governors in carrying on the affairs of the Board.

18.1 The responsibilities of the Executive Committee are:

18.1.1 To receive, evaluate and recommend to the Board appropriate action on any matter referred to the Committee by the Board or the President.

18.1.2 During intervals between regular meetings of the Board, to take such action as the Committee deems necessary upon significant matters that cannot reasonably be delayed until the next scheduled meeting of the Board, and when a special Board meeting is not possible or not deemed necessary, and further, to report such action to the Board not later than the date of the next scheduled meeting of the Board.

18.1.3 Ratification of the actions of the Executive Committee shall be sought from the Board at the next scheduled meeting of the Board or at such other meeting of the Board duly called.

18.2 The Executive Committee shall be composed of the Chair, 1st Vice-Chair, 2nd Vice-Chair, and the President. The Chair shall be authorized to appoint other governors/senior officers of the Corporation to a total of seven members.

19.0 Finance & Property Committee

The Finance & Property Committee heretofore established by resolution of the Board, shall advise and assist the Board of Governors in carrying out the affairs of the Board in connection with matters set forth below, and shall ensure the sound financial management of the Corporation by making sure that financial safeguards are well established and maintained.

19.1 The responsibilities of the Finance and Property Committee are:

19.1.1 To review proposed operating and capital budgets and the rationale thereof, and upon acceptance, recommend same to the Board.

19.1.2 To review and monitor financial matters (reports and performance) opposite the approved budgets (operating and capital), and ensure timely reporting to the Board on deemed significant deviations (real or anticipated), and recommended corrective actions.

19.1.3 To review all matters concerning the Corporation‘s audited financial reports and financial statements, including recommending to the Board, the appointment of the auditors who shall be licensed under the Public Accountancy Act, to audit the accounts and transactions of the Corporation by June 30th of each year.

19.1.4 To recommend to the Board any operating or capital expenditures in excess of the Boardapproved budgets (including the contingency fund).

19.1.5 To ensure appropriate asset protection and loss prevention provisions are in place and reviewed regularly (annually). This includes maintenance, fire protection, security, and insurance.

19.1.6 To review and recommend to the Board and where required by Regulation, to the Minister, the acquisition or disposition of any Corporation real property (land, buildings).

19.1.7 To recommend to the Board an Investment Policy for any surplus or reserve funds for the Corporation within the limits of appropriate legislation. 19.1.8 To ensure that proper records and books of account are kept for safekeeping.

19.2 The Finance and Property Committee will consist of at least five (5) Board members, the majority of whom shall be external members. The Committee shall include the Chair of the Board, a ViceChair of the Board who shall chair the Committee, the President and other Board members appointed by the Chair. In addition, the Committee shall include the Secretary-Treasurer of the Board, who shall be a non-voting member.

19.3 The Committee shall meet at least four (4) times during the period from September to June, or upon call of the Chair, and shall ensure that proper minutes are kept and available to the Board.

19.3.1 A quorum shall consist of a majority of Committee members, providing that the majority of Committee members in attendance are external governors.

19.3.2 Unless otherwise designated by the Chair, the meetings shall be in-camera.

20.0 Programs & Services Committee

The Programs and Services Committee heretofore established by resolution of the Board shall advise and assist the governors in carrying on the affairs of the College in connection with matters that pertain to academic programs and student services.

20.1 The responsibilities of the Programs and Services Committee are:

20.1.1 Make recommendations to the Board on matters related to the establishment, delivery, or continuance of programs and academic services provided by the College and on appointment of members to Program Advisory Committees.

20.1.2 Consider recommendations and advice referred to the Committee from program advisory committees regarding programs of instruction and the introduction of new programs of instruction and ensure the College is providing relevant, high quality, accountable, and accessible education and training that fulfills the Board’s Strategic Plan.

20.1.3 Based on Ministry guidelines for Key Performance Indicators (KPI), monitor the assessment of programs and student services against KPI standards and ensure progress towards improvement.

20.1.4 Based on the Program Revitalization and Rationalization Policy, monitor all programs against the criteria outlined and make recommendations to the Board with respect to revitalization or suspension of certain programs when criteria is not being met. 20.1.5 Review any specific issue referred to the Committee by the Board, and make recommendations to the Board as soon as possible.

20.2 The Programs and Services Committee will consist of at least five (5) Board members, the majority of whom shall be external members. The committee shall include the Chair of the Board, a Vice-Chair of the Board who shall chair the Committee, the President, an internal governor, and other members appointed by the Chair.

20.3 The Programs and Services Committee shall hold a minimum of four (4) meetings during each academic year and shall ensure that proper minutes are kept and available to the Board.

20.3.1 A quorum shall consist of a majority of Committee members with voting privileges.

20.3.2 Unless otherwise designated by the Chair, the meetings shall be in-camera.

21.0 Nomination Committee