01 - By-Law

A by-law relating generally to the conduct of the affairs of THE BOARD OF GOVERNORS OF THE LAMBTON COLLEGE OF APPLIED ARTS AND TECHNOLOGY.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of THE BOARD OF GOVERNORS OF THE LAMBTON COLLEGE OF APPLIED ARTS AND TECHNOLOGY (hereinafter called the “Board”) as follows:

1.0 Interpretation

1.1 In this by-law, the following terms shall have the indicated meanings:

1.1.1 "Academic staff member", " administrative staff member", "support staff member" and "student" shall have the same meanings as defined in the Regulations;

1.1.2 "Act" shall mean the Ontario Colleges of Applied Arts and Technology Act, 2002, as amended from time to time;

1.1.3 "Board" shall mean the Board of Governors of the Corporation;

1.1.4 “College” shall mean The Lambton College of Applied Arts and Technology

1.1.5 “Corporation” shall mean the Board as a non-share corporation

1.1.6 "Council" shall mean the Lieutenant Governor in Council that is designated pursuant to Ontario Regulation 34/03(2010) to appoint one-third of external governors.

1.1.7 “Governor” shall mean a member of the Board

1.1.8 "Regulations" shall mean the regulations made under the "Act";

1.1.9 "Spouse" and "same sex partner" shall have the same meanings as defined in the Regulations.

1.2 In these by-laws and in all other by-laws and special resolutions of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice-versa, and references to persons shall include firms and corporations.

2.0 Head Office

The Head Office of the Corporation shall be located at 1457 London Road, in the City of Sarnia in the County of Lambton in the Province of Ontario and at such place therein as the governors may from time to time determine.

3.0 Seal

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:

4.1 Size and Constitution of Board

The Board shall consist of seventeen (17) governors of whom: twelve (12) governors, hereinafter referred to as “external” governors, shall be appointed in the manner provided in subsection 4.2 below; four (4) additional governors, hereinafter referred to as “internal” governors, shall be elected as provided in subsection 4.3 below; and the President of the College shall be appointed by the Board pursuant to subsection 11.4.3 hereof and who shall be a voting member of the Board by virtue of office. The Board shall not be improperly constituted should an internal stakeholder group choose not to exercise the right to elect a member.

4.2 Appointment of External Governors

As per Ontario Regulation 34/03 (amended May, 2010) effective October 1, 2010 one-third of the external members are to be appointed by the Lieutenant Governor in Council (LGIC) and twothirds by the college board of governors.

4.3 Election of Internal Governors

The internal governors shall comprise one student, one academic staff member, one administrative staff member, and one support staff member, each of whom shall be elected by the students, academic staff members, administrative staff members and support staff members, respectively, in accordance with the procedures established through by-law of the Board.

4.4 Eligibility Requirements of External Governors

No person shall be eligible for appointment as an external governor if such person is:

4.4.1 a student or an employee of a college of applied arts and technology, or

4.4.2 a spouse or same sex partner of a student or employee of a college of applied arts and technology.

5.0 Term & Vacancies

The length of term for governors shall be as per the Regulations. Vacancies on the Board, however caused, shall be filled in the manner provided in the Regulations.

5.1 Each external governor and each internal governor (other than the student governor) shall be appointed or elected, as applicable, for a term of 3 years;

5.2 Each student governor shall be elected for a term of 1 year;

5.3 Each governor shall take office on the first day of September in the year of appointment or election;

5.4 Notwithstanding the length of the term to which an internal governor may be elected, such term shall terminate upon such governor ceasing to be a student, academic staff member, administrative staff member or support staff member, as applicable. A student governor who graduates prior to the expiration of such student governor’s term may continue to serve until the 31st day of August in such student’s year of graduation.

5.5 No person shall serve as an external governor or internal governor (other than the student governor) for more than 6 consecutive years provided that after an absence of 2 years such person shall again be eligible for re-election or re-appointment, as applicable, for successive terms not to exceed 6 years in total;

5.6 No person shall serve as the student governor for more than 4 consecutive years provided that after an absence of 2 years such person shall again be eligible for re-election for successive terms not to exceed 4 years in total.

6.0 Removal of Governor(s)

6.1 The Board may remove a governor (other than the President or an LGIC appointment) from the Board by a resolution of the governors (enacted pursuant to section 6.2 below) if:

6.1.1 The governor has failed to attend, without leave of the Board, at least 50% of the regular meetings of the Board in any 12 month period or 4 successive meetings of the Board; or

6.1.2 the governor has neglected or refused to participate on Board committees and/or to contribute to effective discussion and decision-making at the Board; or

6.1.3 the governor has failed to comply with the Minister’s Binding Policy Directive on Conflict of Interest which is set forth in section 9 of this by-law; or

6.1.4 the governor has failed to maintain the confidentiality of any and all information, discussions, or proceedings at in-camera sessions of the Board; or

6.1.5 the governor has failed to observe and perform the governor’s fiduciary duty owed to the Corporation in that the governor has not acted with honesty, in good faith and in the best interests of the Board; or

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

6.1.6.2 violence (including activities that would constitute violence under College directives);

6.1.6.3 conviction of a criminal offence

6.1.6.4 conduct unbecoming of a member of the Board, including but not limited to improper use of authority or position, improper use of privileged or confidential information, conduct that is deemed to be detrimental to, or generally contrary to the mission and best interests of the Corporation.

6.1.6.5 discrimination as defined under the Ontario Human Rights Code (including activities that would constitute discrimination under College directives).

6.2 Prior to the Board voting to remove a governor (the “Subject Governor”), the Chair or the ViceChairs are to discuss the matter with the Subject Governor to explain why the removal is being considered and to seek a satisfactory explanation of or solution to the alleged grounds for removal (the “Grounds”). If the discussions do not result in a satisfactory explanation or solution, the matter is to be brought to the Board in an in-camera session, and the Board is to determine by resolution, passed by at least two-thirds of the votes cast, whether the Subject Governor is to be removed. The notice for the in-camera session is to specify the intention to pass a resolution removing the Subject Governor and the Grounds therefore. The Subject Governor is to be given an opportunity to respond to the Grounds by addressing the Board at the in-camera session, but is to refrain from voting. The Subject Governor is to be clearly notified of the final consideration and decision of the Board and any action that will be taken.

6.3 Any person who is removed as a governor from the Board may request the Board Executive Committee to review the decision to remove the person. The Executive Committee shall appoint an independent arbitrator to review the decision. As provided in section 6 of the Ontario Regulation 34/03 the arbitrator review shall: i) only relate to the issues of whether the reasons for the removal and the procedure followed in removing a member were in compliance with the by-law made under clause 6.1 ii) not include a review of whether the decision of the board was correct; and iii) ensure that the chair of the board and the president of the college sign a written attestation that the removal process was carried out in accordance with the by-law. O. Reg. 169/10, s. 3. 

7.0 Remuneration of Governors

7.1 The governors of the Corporation shall serve without remuneration and governors shall not directly or indirectly receive any gain from their position. Governors may be paid reasonable travel and living expenses incurred by them in the performance of their duties.

7.2 The provisions of section 7.1  shall apply equally to all members of committees and subcommittees of the Board.

8.0 Protection of Governors & Officers of the Corporation

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.