Board of Governors

1. Welcome to New Members

The Chair introduced Dr. Qing-Lai Dang, Mr. Russell Dudley, Ms. Angie Gollat, Mr. John Lagadin (on teleconference), and Ms. Heather-Lea Peacock and welcomed them as incoming members of the Board.

2. Approval of Agenda

Moved by Mr. Campbell, seconded by Mr. Marostica that the Agenda be approved with the following additions: remove item #8.5.3 - Replacement for Mr. Vincent Isber, remove item #8.5.5 - Nomination of Elected Member, remove Approval of University Advancement Committee Action Plan under item #8.9, add new item #11 - Approval of Revised Adjunct Professor Policy (Dr. F. Gilbert), renumber old 11 to new 12, old 12 to new 13, change new item 12 - Approval of Adjunct Professors - motion should read "effective immediately to June 30, 2009, pending ratification of Senate", add new item #14 - Approval of Amendments to the Lakehead University Employee Pension Plan (Mr. M. Pawlowski), and renumber remaining Items for Information.

3. Declaration of Conflict of Interest

None were declared.

4. Chair's Report

Mrs. Dojack thanked Board members who supported and attended the Annual Board of Governors' Fundraising Dinner on September 29, 2005. She informed members that the planning committee will be meeting in the next couple of weeks to begin preparation for the next year's fundraising dinner.

Mrs. Dojack advised members that the Development Office would like all Board members to sell one book of the Lakehead University 40^th Anniversary Celebration Raffle tickets; therefore, tickets had been distributed at the beginning of the meeting.

Mrs. Dojack reported that the LUSU Food Bank was holding a raffle in the LU Bookstore and encouraged members to support the Food Bank.

Mrs. Dojack concluded by informing members that Ms. Rebecca Maki's Lieutenant Governor-In-Council appointment expires on November 20^th, 2005. She reported that Ms. Maki was not seeking another three-year term. Mrs. Dojack thanked Ms. Maki for her support to the Board over the past three years.

5. Approval of Minutes of Board of Governors' Meeting of September 29, 2005

The minutes were circulated with the Agenda.

Moved by Mr. Robson, seconded by Mrs. Balacko that the Minutes of the Board of Governors' Meeting of September 29, 2005 be approved as amended.

6. Business Arising from the Minutes (not on the Agenda elsewhere)

There was no business arising from the Minutes.

7. President's Report

The President responded to questions to his report which had been circulated at the beginning of the meeting.

8. Standing Committee Reports

8.1 Audit Committee

Mr. Baxter, Chair of the Audit Committee, reviewed the report and the Action Plan which were circulated with the Agenda. He noted that the Committee had reviewed its Terms of Reference and will be recommending amendments to the Governance Committee. He concluded by inviting all Board members to attend an Audit Committee Orientation Session which will be held at BDO Dunwoody on Monday, November 21, 2005.

Moved by Mr. Baxter, seconded by Mr. Davies that the Board of Governors approve the Action Plan for 2005/06 as presented by the Audit Committee.

Mr. Campbell encouraged all Board members to attend the BDO Dunwoody Orientation Session, noting that it is an extremely informative session.

Moved by Mr. Baxter, seconded by Mr. Cardwell that the report of the Audit Committee be accepted.

8.2 Finance & Investment Committee

Mr. Cardwell reviewed the report which had been circulated with the Agenda, noting that the Committee had met twice since the last Board meeting.

8.2.1 2005/06 Action Plan

Mr. Cardwell reviewed the Action Plan of the Finance and Investment Committee, noting that there was a new section in the Plan regarding the debenture issue.

Moved by Mr. Cardwell, seconded by Mr. Marostica that the Board of Governors approve the Action Plan for 2005/06 as presented by the Finance & Investment Committee.

8.2.2 2006/07 Operating Budget Guidelines

Mr. Cardwell reported that the Committee had reviewed the Operating Budget Guidelines and recommends that the ultimate goal is to ensure that the total expenditures of the University do not exceed the anticipated revenues and that the University eliminate its accumulated deficit of approximately $660k in 2006/07.

Moved by Mr. Cardwell, seconded by Mr. Baxter that the Board of Governors approve the 2006/07 Operating Budget Guidelines as circulated.

Mr. Robson noted that in the first paragraph of the Operating Budget Guidelines that the word "debt" should be changed to "deficit".

Moved by Mr. Cardwell, seconded by Mr. Campbell that the report of the Finance & Investment Committee be accepted.

Mr. Cardwell noted that the documents distributed to Board members at the beginning of the meeting were the Rating Agency Presentation and a report from Moody's Investors Service. Mrs. Dojack informed teleconference Board members that copies would be mailed to them next week.

8.3 Compensation Committee

Mr. Paivalainen reviewed the 2005/06 Action Plan of the Compensation Committee which had been circulated with the Agenda. He reported that the Committee is new to the Board and that developing a Compensation Committee to review the compensation of the President ensures that the process is accountable.

Moved by Mr. Paivalainen, seconded by Mr. Cardwell that the Board of Governors approve the Action Plan for 2005/06 as presented by the Compensation Committee

Moved by Mr. Paivalainen, seconded by Mr. Robson that the oral report of the Compensation Committee be accepted.

8.4 Governance Committee

Mrs. Dojack reviewed the Governance Committee's Action Plan which had been circulated with the Agenda.

8.4.1 2005/06 Action Plan

Moved by Ms. Peacock, seconded by Mr. Cleghorn that the Board of Governors approve the Action Plan for 2005/06 as presented by the Governance Committee.

8.4.2 Proposed Amendments to the By-Laws

Mrs. Dojack informed members that the Governance Committee review its current Terms of Reference and are proposing the attached amendments.

Moved by Dr. Brown, seconded by Mr. Davies that the Governance Committee recommends to the Board of Governors that the Governance Committee Terms of Reference be approved as attached.

Moved by Mr. Dudley, seconded by Mr. Cardwell that the oral report of the Governance Committee be accepted.

8.5 Nominating Committee

Mr. Paivalainen reviewed the Action Plan of the Nominating Committee which had been circulated at the beginning of the meeting.

8.5.1 2005/06 Action Plan

Moved by Mr. Paivalainen, seconded by Mr. Marostica that the Board of Governors approve the Action Plan for 2005/06 as presented by the Nominating Committee.

8.5.2 Request for Nominations for Award of LakeheadUniversity Fellow

Mr. Paivalainen explained to Board members that the Award of the Fellow is the highest honour that the Board can bestow upon an individual. He advised members that on November 2, 2005 they had received a letter which included the criteria for nominating a Fellow and a nomination form so that if they had a worthy candidate they should nominate him/her.

8.5.3 Lieutenant Governor-In-Council (LGIC) Appointment

Moved by Mr. Paivalainen, seconded by Mr. Campbell that Mr. Harvey Cardwell be re-appointed as the LGIC representative for a three-year term, December 2, 2005 to December 1, 2008.

A question arose regarding the process for appointing LGIC representatives. Mrs. Dojack stated that the Board Nominating Committee recommends individuals for LGIC positions to the President who in turn submits these individual's names to the Lieutenant Governor-In-Council for approval and then the names are returned to the Board for acceptance.

Moved by Mr. Paivalainen, seconded by Mr. Robson that the oral report of the Nominating Committee be accepted.

8.6 Operations Committee

Mr. Dysievick, on behalf of the Chair, reviewed the report and Action Plan of the Operations Committee. Mr. Dysievick reported that the Operations Committee had reviewed its Terms of Reference and will be recommending amendments to the Governance Committee.

8.6.1 2005/06 Action Plan

Moved by Mr. Dysievick, seconded by Mr. Goodwin that the Board of Governors approve the Action Plan for 2005/06 as presented by the Operations Committee.

Moved by Mr. Dysievick, seconded by Mr. Cardwell that the report of the Operations Committee be accepted.

8.6.2 Semi-Annual Report on Occupational Health and Safety

Mr. Dysievick advised members that the Semi-Annual Report on Occupational Health and Safety had been circulated with the Agenda.

Discussion arose regarding the number of medical aid and lost time incidents. Mr. Cleghorn questioned one of the lost time incidents regarding a pin becoming loose in a chair. Mr. Cleghorn suggested that a University bulletin be sent out notifying staff of the particular model of chair which may be defective. Dr. Gilbert agreed that a bulletin should be circulated.

Moved by Mr. Dysievick, seconded by Mr. Wallace that the Board of Governors accept the Semi-Annual Report on Occupational Health and Safety as presented by the Operations Committee.

8.7 Senate Liaison Committee

Dr. McPherson reviewed the Senate Liaison Committee's 2005/06 Action Plan which had been circulated at the beginning of the meeting. Dr. McPherson reported that the Committee had met on November 7, 2005 and is recommending to the Governance Committee amendments to the Committee's Terms of Reference. She also wished to thank Mr. Harvey Cardwell, Chair of the Finance & Investment Committee, for an excellent and informative debenture presentation at the October Senate Meeting.

Moved by Dr. McPherson, seconded by Mrs. Balacko that the Board of Governors approve the Action Plan for 2005/06 as presented by the Senate Liaison Committee.

8.8 Student Liaison Committee

Ms. Gollat reviewed the 2005/06 Action Plan of the Student Liaison Committee which had been circulated with the Agenda. She reported that the Committee had met twice and one of the recommendations from the Committee was to hold a joint Board of Governors, Alumni Board, and LUSU Board of Directors dinner following the November 11, 2005 dinner; therefore, it will be held following the January 20, 2006 Board meeting.

Mrs. Dojack reported that since it is the Committee's preference to hold the dinner annually in November, it will be included on future Board of Governors' meeting schedules.

Moved by Ms. Gollat, seconded by Mr. Heald that the Board of Governors approve the Action Plan for 2005/06 as presented by the Student Liaison Committee.

Moved by Ms. Gollat, seconded by Mr. Cardwell that the oral report of the Operations Committee be accepted.

8.9 University Advancement Committee

Mr. Marostica reported that the Committee has not met to draft a 2005/06 Action Plan but the Plan would be brought to the January Board meeting. Mr. Marostica spoke to the University Advancement Committee's report which had been circulated at the beginning of the meeting.

Moved by Mr. Marostica, seconded by Mr. Heald that he report of the University Advancement Committee be accepted.

Mrs. Dojack congratulated all who were involved in the preparations for the 40^th Anniversary Weekend Celebration.

9. Report of the Alumni Association

Mr. Heald, Alumni Representative, reviewed the report of the Alumni Association which had been circulated with the Agenda. Mr. Heald commended Ms. Bonnie Moore, Director of Development, for the great partnership that has developed between the Alumni Office and the Development Office.

Moved by Mr. Heald, seconded by Mr. Marostica that the report of the Alumni Association be accepted.

10. Annual Report of the LakeheadUniversity Pension Investment Fund

Mr. Pawlowski, Vice-President (Administration and Finance), reported that the Lakehead University Pension Investment Fund comprises two pension plans - the Professional Staff Plan and the Lakehead University Employee Pension Plan. Mr. Pawlowski reviewed the Annual Report of the Lakehead University Pension Investment Fund which had been circulated with the Agenda. Mr. Pawlowski stated that the Plan is doing extremely well; noting that during 2004, the rate credited to members of the Professional Staff Plan was 11.66% and 11.27% to members of the Lakehead University Employee Pension Plan.

A question arose regarding how the pension plan shortfall $2,641,000.00 would be paid out. Mr. Pawlowski noted that paying back the shortfall would require the University to make monthly payments of $51,000 effective January 2005 for the five subsequent years or until the shortfall is eliminated. He also stated that the shortfall could be paid out in one lump sum by utilizing money from the debenture which may be more inexpensive to the University.

Moved by Mr. Cardwell, seconded by Mr. Campbell that the Annual Report of the Pension Investment Fund be accepted.

11. Approval of Revised Adjunct Professor Policy

Dr. Gilbert informed members that the current Adjunct Professor Policy stated that the duration of an Adjunct appointment was up to 3 years. He explained that when Adjunct Professors apply for research grants (eg. NSERC, CIHR) they require Adjunct terms to be 3 years or greater to qualify for the grants.

Moved by Dr. Gilbert, seconded by Mr. Cardwell that the revised Adjunct Professor Policy be approved for a term of up to four years.

12. Approval of Adjunct Professors

Moved by Dr. Gilbert, seconded by Mr. Marostica that the following be ratified as Adjunct Professors in the Faculty of Science and Environmental Studies effective immediately to June 30, 2009, pending ratification by Senate:

Dr. Eldon Molto - Department of Anthropology

Dr. Ryan Parr - Department of Anthropology

Dr. Gabriel Dakubo - Department of Anthropology

Dr. Ingeborg Zhebe - Department of Biology

Dr. Marina Ulanova - Department of Chemistry

Dr. Neelam Khaper - Department of Chemistry

Dr. Patrick Rapley - Department of Chemistry

Dr. Patrick Rapley - Department of Physics

13. Appointment of One Board of Governors' Member to the LakeheadUniversityProfessional Plan Pension Board

Mrs. Dojack informed members that Mr. Bruce LaBelle had been a member of the Pension Board until his resignation from the Board. She reported that Ms. Ann Dumyn had agreed to let her name stand for nomination to the Pension Board to replace Mr. LaBelle. Mrs. Dojack called for further nominations. There were none.

Moved by Mr. Robson, seconded by Mr. Dudley that Ms. Ann Dumyn be appointed as a representative of the Board of Governors to the Lakehead University Professional Plan Pension Board effective immediately to June 30, 2008, to replace Mr. Bruce LaBelle.

14. Approval of the Amendments to the LakeheadUniversity Employees Pension Plan

Mr. Pawlowski reviewed the amendments to the Lakehead University Employees Pension Plan which were circulated with the Agenda, noting that the amendments were housekeeping changes brought forward by Eckler Partners Ltd., the Actuary for the Pension Plan.

Moved by Mr. Wallace, seconded by Mr. Goodwin that

WHEREAS Lakehead University (hereinafter referred to as the "University") has established the Lakehead University Employee Pension Plan (hereinafter referred to as the "Plan") effective September 1, 1966;

AND WHEREAS the Plan provides that it may be amended by the University;

AND WHEREAS the University wishes to amend the Plan;

1. Section 2.36 is hereby amended by changing the year reference in the final sentence from "2004" to "2005"

2. Section 2.36(b) is hereby amended by adding the year "2205" and its corresponding dollar limit of "18,000" to the dollar limit table.

3. Section 9.02 is hereby amended by adding the following:

"With effect from July 31, 1992, the Basic Pension shall be such amount of pension as results from the purchase of a life annuity, in the Normal Form of payment, from an Insurer, using the Member's Required Contributions and the vested portion of Matching University Contributions, determined in accordance with the vesting conditions of Article 15.02, accumulated with Credited Interest up to the date at which the Member retires."

4. Section 9.07 is hereby amended by inserting "9.02", immediately after the word "Articles".

15. Report of the LakeheadUniversity Student Union

Mr. Krupper, President of LUSU, highlighted the report which had been circulated with the Agenda. Mr. Krupper thanked Administration for inviting the LUSU Executive to participate in a Risk Management Seminar which took place earlier in the month.

16. Report from the Thunder Bay Regional Health Sciences Centre Board

Mr. Labine informed members that the Thunder Bay Regional Health Sciences Centre (TBRHSC) Board report had been circulated with the Agenda. Mr. Labine advised members that if there were any specific issues which Governors would like included in future reports, that they should bring them to his attention. He concluded by stating that the collaboration between the TBRHSC Board and the Lakehead University Board of Governors was an extremely important one and the he was enthusiastic that he could foster that relationship.

17. In Camera Meeting

The meeting, which began at 4:05 p.m., was adjourned at 5:35 p.m., on a motion by Mr. Robson, and seconded by Mr. Campbell. The meeting moved in camera.