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Appointment of the Chair of the Board of Governors, Procedure Governing the

Appointment of the Chair of the Board of Governors, Procedure Governing the

Topic: Appointments, Tenure and Promotion, Awards and Honours
Approval Authority: Board of Governors
Approval Date: Deember 1, 2020
Effective Date: December 1, 2020
Last Revised: December 9, 2013

PREAMBLE

Whereas the Act stipulates that:

"The Board shall elect from its membership a chairman who shall hold office for a term of seven years and who shall be eligible for re-election for one further term."

And further stipulates that:

The Board may reappoint a member to successive terms of membership; however, continuous membership shall not exceed a total of 12 years, except in the case of the Chair where section 8 of the York University Act shall take precedence.”

Notwithstanding, the practice of the Board will be that an incoming Chair will be offered an initial three-year term, which can be extended for up to two successive terms of two years, for a total cumulative term of office of no more than seven years.

Whereas the By-laws stipulate that:

"The Board shall elect the Chair and Vice-Chair from among its external members."

DEFINITIONS

For these procedures, the expression:

Act” means the York University Act (1965).

By-Laws” means the General By-Laws of the Board of Governors.

Chair” means the Chair of the Board of Governors.

Chair Elect” means the external member of the Board who has been selected to be the next incoming Chair of the Board and who has not yet become Chair.

External Member” means a member of the Board under subparagraph VIII (1) (ii) of the Act.

Incoming Chair” designates a member of the Board that has been selected to be Chair for an initial term under Article C.

Initial term” means the three-year term of an incoming Chair.

Member” means a member of the Board.

Non-renewable term” means a term that cannot be renewed under section A.1 1.

President” means the President of York University.

Renewable term” means a term that can be renewed under section A.1 3.

Term” means the period during which the Chair holds office.

Secretary” means the Secretary of the Board under Article VIII (2) of the By-Laws.

A. General Rules

1.Duration of the term

1. The Chair shall hold office for no more than seven consecutive years, not including extensions under section D.

2. The initial term of the Chair shall be for three years.

3. At the conclusion of an initial term, the incumbent Chair’s term may be renewed for up to two consecutive terms of two years.

2.Eligibility

1. The Chair shall be an external member.

2. The incoming Chair shall have been a member for no less than one year at the start of an initial term.

3. Executive

1.The Chair-Elect shall be a member of the Executive Committee and shall be deemed to have been so appointed under Article VI (2) of the By-laws.

4. Confidentiality

1. All conversations, suggestions, comments, or documents related to the renewal or selection processes shall be held in confidence.

5. Vice-Chair of the Board

1.The Chair-Elect shall be Vice-Chair of the Board for the period from appointment under section C10 to coming into office the following 1 July. When there is not a Chair-Elect, the Chair of the Governance and Human Resources Committee shall be Vice-Chair of the Board.

B.  Renewal of a Chair

1. Not later than the first week of the month of September immediately preceding the conclusion of a renewable term, the Secretary shall seek from the Chair confirmation that a renewal is sought.

2. Where:

a) a renewal is not sought,

or

b) a renewal was sought, but not granted by the Board,

or

c) the term is non-renewable,

the Secretary of the Board shall invoke the procedures under Article C.

3. Where a renewal is sought:

a) The Chair shall be absent from all deliberations and discussions pertaining to the renewal of the term, except under paragraph d).

b) The Secretary shall invite members to provide their comments regarding the renewal of the term of the Chair. The Secretary shall remit to the Chair of the Governance and Human Resources Committee, an anonymized summary of the comments received.

c) The Governance and Human Resources Committee shall review the Secretary’s report and formulate a recommendation to the Board prior to the October meeting of the Board.

d) In formulating its recommendation, the Governance and Human Resources Committee shall meet separately with the President of the University and the Chair and may meet with the Secretary, to obtain their views.

e) At its October meeting, the Board shall:

i) Approve the renewal of the term of the Chair,

or

ii) Not approve the renewal of the term of the Chair and direct the Secretary to invoke the procedures under Article C.

f) Where a renewal is approved, the new term shall start the following 1 July and end on 30 June two years hence.

C.  Selection of a Chair-Elect

1. Not later than the end of first week of the month of November prior to the conclusion of a term, the Secretary shall invite members to suggest the names of those external members to be considered for the position of Chair. This invitation will also request members to identify the qualities and attributes which the next Chair should possess given the anticipated requirements of the position in the years ahead.

2. The Secretary shall confirm with members whose name has been suggested, their will to stand for the position of Chair.  Those members who stand are deemed to be candidates for the position of Chair.

3. There shall be a Selection Advisory Committee composed of:

a) The Chair of the Governance and Human Resources Committee, as Chair of the Selection Advisory Committee,

b) One Chair of a Board Committee other than the Governance and Human Resources Committee,

c) Two external members, other than those mentioned in paragraphs a) and b), and

d) One internal member

4. The Secretary shall be the Secretary of the Selection Advisory Committee.

5. Members of the Selection Advisory Committee under paragraphs 3 a), b) and c) are nominated by the Governance and Human Resources Committee and appointed by the Board at its December meeting.

6. Members of the Selection Advisory Committee shall not be candidates for the position of Chair. If the Chair of the Governance and Human Resources Committee is a candidate for the position of Chair, the Board shall appoint a Chair of the Selection Advisory Committee among its external members other than those mentioned under paragraph 3 b), c) and d).

7. The Secretary shall remit to the Chair of the Selection Advisory Committee, the name of candidates, along with comments submitted by members regarding the qualities and attributes the next Chair should possess.

8. The Selection Advisory Committee shall meet before the March meeting of the Board to:

a) review the suggested names and the qualities and attributes identified by members,

b) meet individually with the Chair and the President to obtain their views, and

c) recommend to the Board the name of the member to be appointed Chair-Elect.

9. The Selection Advisory Committee shall propose to a closed session at the March meeting of the Board, the name of the member to be the appointed Chair-Elect. The member so proposed will be invited to be absent from the session.

10. At its March meeting, the Board shall:

a) Appoint a Chair-Elect, or

b) Invite the Committee to reconsider the matter and propose another name.

11. Where a Chair-Elect is appointed, the successful nominee will immediately assume the role of Chair-Elect and succeed the Chair on the following 1 July.

12. If the position of Chair or Chair-Elect falls vacant for any reason, the Secretary of the Board shall inform members of the vacancy and invoke the procedures under Article C as soon as possible, with the appointment of the succeeding Chair to take effect immediately.

D. Extenuating Circumstances

1. In circumstances where the normal selection or renewal process is unfeasible or undesirable, the Executive Committee may extend the term of the Chair for no more than one year.

Legislative History: Approved by the Board of Governors: 1995/05/15; Date Effective: 1995/05/15; Revised and Approved by the Board of Governors: 2008/12/02; 2013/12/09; Revised and Approved by the Board of Governors: 20201201