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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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6.1.6 the governor has, in the opinion of the Board, committed one of the following grounds of misconduct and in consequence would, if such governor were to continue as a member of the Board, adversely affect the image and/or operations of the Board or of Lambton: Page 3 OPERATING BY-LAW NO. 1 Amended October 25, 2013 LAMBTON COLLEGE Motion 2013-361 BOARD OF GOVERNORS

6.1.6.1 harassment (including activities that would constitute harassment under College directives

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8.1 Indemnification by the Board Every governor and officer of the Board, and his or her heirs, estate trustees, and assigns and effects, respectively, shall be indemnified and saved harmless out of the funds of the Board, from and against: Page 4 OPERATING BY-LAW NO. 1 Amended October 25, 2013 LAMBTON COLLEGE Motion 2013-361 BOARD OF GOVERNORS 

8.1.1 All costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such governor or officer, in or about the proper execution of the duties of his or her office; and,

8.1.2 All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such governor’s or officer’s own willful neglect or default.

8.2 No governor or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other governor or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Board through the insufficiency or deficiency of title to any property acquired by Lambton for or on behalf of Lambton or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Board shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such governor’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through such governor’s or officer’s own wrongful and willful act or through such governor’s or officer’s own wrongful and willful neglect or default.

8.3 The governors of the Board shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Board except such as shall have been submitted to and authorized or approved by the Board.

8.4 If any governor or officer of the Corporation shall be employed by or shall perform services for the Board otherwise than as a governor or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Board, the fact of his or her being a governor or officer of the Corporation shall not disentitle such governor or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

9.0 Disclosure of Interests in Contracts and Conflict of Interest Compliance

In accordance with the Minister’s Binding Policy Directive, the Chair, or in the absence of the Chair, the Vice-Chair, shall at the beginning of each meeting of the Board or any Committee, request a declaration of any conflict of interest by those governors present.

9.1 Every governor of the Board who is in any way directly or indirectly interested in a proposed contract or a contract with the Corporation shall declare the nature of their interest at a meeting of the Board or any committee of the Board. In the case of a proposed contract, the declaration required by this section shall be made at the meeting of the Board or any committee of the Board at which the question of entering into the contract is first taken into consideration. If the governor is not present at that meeting and is interested in the contract, the governor must declare a conflict at the next meeting of the Board that the governor attends.

9.2 In a case where the governor becomes interested in a contract after it is made, the declaration shall be made at the first meeting of the Board held after he or she becomes so interested.

9.3 For the purposes of this section, a general notice given to the governors of the Board by a governor to the effect that he or she is a shareholder of or otherwise interested in any other company, or is a member of a specified firm and is to be regarded as interested in any contract made with such other company or firm, shall be deemed to be a sufficient declaration of interest in relation to a contract so made, but no such notice is effective unless it is given at the meeting of the Board at which the matter is considered, or the governor takes reasonable steps to ensure that it is brought up and read at the next meeting of the Board after it is given.

9.4 If a governor has made a declaration of his or her interest in a proposed contract or contracts in compliance with this section and has not voted in respect of the contract, the governor is not accountable to the Board or to any of its members or creditors for any profit realized from the contract, and the contract is not voidable by reason of the holding of that office or of the fiduciary relationship established.

9.5 Notwithstanding anything in this section, a governor is not accountable to the Board or to any of its members or creditors for any profit realized from such contract and the contract is not voidable if it is confirmed by a majority of the votes cast at a general meeting of the Board duly called for that purpose and if the governor’s interest in the contract is declared in the notice calling the meeting.

9.6 Any governor of the Board who declares a conflict of interest on a matter to be discussed during an in-camera meeting shall leave the meeting room while that subject is being discussed and voted upon, and shall not discuss, lobby or solicit on that subject.

9.7 The Secretary-Treasurer shall record in the Minutes of the meeting of the Board or any Committee the conflict of interest so declared on the part of any governor and, if relevant, shall record that the governor withdrew from the discussion and did not vote.

9.8 Notwithstanding anything in this section, the Board shall have a conflict of interest policy and procedures and governors are required to adhere to such policy and procedures.

10.0 Financial Aid

Unless otherwise ordered by the Board of Governors, the fiscal year of the Corporation shall terminate on the 31st day of March in each year.

11.0 Officers of the Board

11.1 Officers

There shall be a Chair, a 1st Vice-Chair, a 2nd Vice-Chair, the President of the College, a Secretary -Treasurer, and such other officers as the Board may determine by resolution from time to time. The Chair and Vice-Chairs shall be external governors of the Board. The other officers of the Corporation (excepting the President who is a member of the Board by virtue of office) need not be members of the Board.

11.2 Appointment

At the May or June meeting of the Board each year, the Board shall elect from among its external members, a Chair and two Vice-Chairs. Following their election by resolution of the Board, the Chair and Vice-Chairs will assume their responsibilities on the 1st of September each year. If the Board shall fail to elect any or all such officers by September 1st, the incumbents for whom no replacements have been appointed shall continue in office until their successors are appointed except in the case of a Chair or Vice-Chair whose term as governor has expired.

11.3 Removal

All Officers, in the absence of agreement to the contrary, shall be subject to removal from that office of the Board by resolution of the Board at any time with or without cause. 

11.4 Duties of Officers

The duties of the Officers are as follows:

11.4.1 Chair

The Chair shall be elected annually and shall, when present, preside at all meetings of the Board. The Chair shall also be charged with the central management and supervision of the affairs and operation of the Board. The Chair shall, together with the Secretary-Treasurer or other officer appointed for the purpose, sign all by-laws of the Board; and shall sign such contracts, documents or instruments in writing as require Board signature. The Chair shall also have such other powers and duties as may from time to time be assigned by the Board or as are incidental to the Chair and shall interpret the resolutions of the Board and the intent of the By-laws. The Chair is the official spokesperson for the Board and may delegate that duty from time to time.

11.4.2 Vice-Chairs

The Vice-Chairs shall be elected annually and shall have such powers and perform such duties as may be assigned by the Board, and in the absence or inability to act of the Chair, the 1st ViceChair, or in the absence or inability to act of the 1st Vice-Chair, the 2nd Vice-Chair, shall perform all the duties and have all the powers of the Chair.

11.4.3 President

The Board shall appoint a President for such term as the Board may consider appropriate from time to time and hereby delegates to the President such authority to manage and direct the business and affairs of the College, except such matters and duties as by law must be transacted or performed by the Board, and further to employ and discharge agents and employees of Lambton College as the President may from time to time decide. The President shall conform to all lawful orders made by the Board and/or by the Chair thereof and shall at all reasonable times give to the governors or any of them all information they may require regarding the affairs of the Corporation and the College.

11.4.4 Secretary-Treasurer

The Secretary-Treasurer shall be the vice-president responsible for the Corporation’s finances unless the Board shall otherwise determine in which event the Secretary-Treasurer shall be appointed annually. The Secretary-Treasurer has no voting authority. The Secretary-Treasurer shall:

• • Be ex-officio clerk of the Board;
  • Attend all meetings of the Board and record, or cause to be recorded, all facts and minutes of all proceedings in the books kept for that purpose;
  • Give or cause to be given, all notices required to be given to governors and to the public;
  • Be the custodian of the corporate seal of the Board and of all books, papers, records, correspondence, contracts and other documents belonging to the Board which shall be delivered up only when authorized by a resolution of the Board;
  • In accordance with regulations and policy directives made under the Ontario Colleges of Applied Arts and Technology Act, 2002 as may be amended from time to time and any other applicable statute or regulation, keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account;
  • Deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such banks as may from time to time be designated by the Board;
  • Disburse the funds of the Corporation under the direction of the Board, taking proper vouchers therefore;
  • Provide whenever required by the Board an account of the financial position of the Corporation;
  • Co-operate with the auditors appointed by the Board during any audit of the accounts of the Corporation; and,
  • Perform such other duties as may from time to time be determined by the Board.

11.4.5 Other Officers

The duties of all other Officers of the Corporation shall, subject to the provisions of any applicable statute or regulation, be such as the terms of their engagement call for or the Board or the President require of them.

11.5 Vacancies

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.