Board of Governors

1. Approval of Agenda

Moved by Mrs. Balacko, seconded by Mr. Robson that the Agenda be approved with the following additions: new Item 13 - Approval of Chair Appointments, new Item 14 - Appointment of 12 Board of Governors' Members to the Electoral Board and renumber remaining items of information.

2. Declaration of Conflict of Interest

None were declared.

3. Chair's Report

Mrs. Dojack informed the Board that the Secretary, Patti Merriman, and she had attended the National Association of University Board Chairs' and Secretaries' (NAUBCS) Conference in Edmonton in late April. She noted that it had been the 20^th Annual Conference and the theme was "Building Better Boards".

Mrs. Dojack announced that SSHRC research grants were awarded to 5 faculty members and 10 students at Lakehead, and also thanked Dr. R. Wang for his involvement.

Mrs. Dojack reminded Governors to mail or fax the Governance and Self Evaluation Surveys back to the Secretary of the Board.

Mrs. Dojack advised members of the Board that a joint meeting of the Lakehead University Board Executive Committee and the Confederation College Board of Governors had taken place on June 8, 2006.

In her closing remarks, Mrs. Dojack expressed appreciation to Board members for their attendance at Convocation.

4. Minutes of the Board of Governors' Meeting of April 21, 2006

The Minutes were circulated with the Agenda.

Moved by Mr. Bartley, seconded by Mr. Dudtschak that the Minutes of the Board of Governors' meeting of April 21, 2006 be approved with the following addition under Item 7 - President's Report:

The Council of Ontario Universities has established a Student Financial Aid Task Force. Dr. Gilbert is a member of the Task Force and this body will be assessing the appropriate response to the Provincial Government's commitment that access to postsecondary education will not be limited by financial need.

5. Receipt of Minutes of Board Executive Committee Meetings

The Minutes were circulated with the Agenda.

5.1 April 7, 2006

5.2 May 4, 2006

Moved by Mr. Davies, seconded by Mr. Cleghorn that the Minutes of the Board Executive Committee Meetings of April 7, 2006 and May 4, 2006 be received.

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

There was no business arising from the Minutes.

7. President's Report

Dr. Gilbert referred to his report which had been circulated with the Agenda. Dr. Gilbert drew the Governors' attention to the section in his report entitled "Academic Plan". He informed Governors that Senate had passed the Academic Plan "Giving Academic Direction to Past Strength and Future Promise" and requested all Governors read this document which is on the University's website.

8. Standing Committee Reports

8.1 Audit Committee

Mr. Pile, on behalf of the Chair of the Audit Committee, reported that the Committee had met once since the last Board meeting, noting that John Aiken and Walter Flasza of BDO Dunwoody had attended the meeting.

Moved by Mr. Pile, seconded by Mr. Tuchenhagen that the report of the Audit Committee be accepted.

Carried unanimously.

8.2 Finance & Investment Committee

Mr. Cardwell, Chair of the Finance & Investment Committee, reported that the Committee had met once since the last Board meeting. He informed members that the purpose of the meeting had been to receive an update from Gluskin Sheff and Associations Inc. on the investment of the University endowment. He noted that the amount invested in early February 2006 was $31.804M and as of March 31, 2006, the net asset value of the endowment was $32.694M.

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

Carried unanimously.

8.3 Governance Committee

Mrs. Dojack, Chair of the Governance Committee, reported that the

Committee had met once since the last Board Meeting. Mrs. Dojack presented the Governance Committee report and reviewed the proposed amendments. She explained that the Alumni Association had requested that the Governance Committee review the length of the term of the Alumni Association Representative. The Alumni Association reported that for the operations of the Alumni Association and for succession purposes, it would be beneficial if the representative held office on the Board of Governors for a period of two, rather than three years.

Moved by Mrs. Dojack, seconded by Mr. Cardwell that the term of the Alumni representative on the Board of Governors be changed from three years to two years.

Mrs. Dojack reminded members that last year, the Board approved an amendment to Article 20 - Confidentiality. The amendment required existing Board members and new Board members to sign an Acknowledgement and Undertaking of Confidentiality at the beginning of each of their terms of membership. She stated that the Governance Committee felt it was important to express to each member that as a fiduciary of the University, members must adhere to the highest level of conduct while carrying out duties and responsibilities as Governors, which also includes the obligation to act honestly, in good faith and in the best interests of the University and to avoid conflict of interest. Mrs. Dojack reported that the Governance Committee would like to include non-Board Standing Committee members in the requirement of signing the Acknowledgement and Undertaking of Confidentiality. The Governance Committee is also requesting that all Board members and non-Board Standing Committee members be required to sign the Acknowledgement and Undertaking of Confidentiality at the beginning of each year and that signing is mandatory for participating at Board or Standing Committee meetings.

Some Governors felt that the second paragraph of Article 20 was redundant; therefore, it was suggested to delete the second paragraph. Further discussion ensued with respect to Ad Hoc Committees and whether the Ad Hoc Committees are treated the same as Standing Committees. Another suggestion was offered to change the last line of the first paragraph from "Standing Committees" to read "Committees". This would ensure that all Committees, Standing and Ad Hoc, were included.

Moved by Mrs. Dojack, seconded by Mr. Cardwell that Article 20 - Confidentiality be approved as amended:

Article 20. Confidentiality

Board members and non-Board Standing Committee members are required to sign an Acknowledgement and Undertaking of Confidentiality at the beginning of each year immediately following the Annual Meeting of their terms of membership. and prior to participating in any Board or Committee meetings.

Mrs. Dojack continued by explaining that on June 15, 2006 new legislation came into effect regarding the Freedom of Information and Protection of Privacy Act (FIPPA). Section 18.1 of FIPPA, introduced in Bill 197, allows a head to refuse to disclose a record that reveals the substance of deliberations of a meeting of the governing body/committee if the educational institution has a statute authorizing such. She noted that on June 8^th, 2006 the By-Law amendments, listed below were approved by 2/3 signed resolution. Mrs. Dojack reported that in addition to these approved amendments, the Governance Committee is recommending the following amendments to the By-Laws (additional amendments are in bold, italics and CAPS under Article 29 and 30):

Article 1. Definitions

Article 13. Meetings of the Board

Article 29. Executive Committee

Article 30. Standing Committees of the Board

Moved by Mrs. Dojack, seconded by Mrs. Balacko that Article 29 - Executive Committee and Article 30 - Standing Committees of the Board be approved as amended.

A question arose regarding the amendment to have all Standing Committees in camera. Mrs. Dojack informed Governors that the current By-Laws state in Article 20 - Confidentiality that "Resolutions from Standing Committees are considered confidential to the members of the committee. Normally, these resolutions become public knowledge once they are approved in an open session of the Executive or Board of Governors and the Minutes containing that approval are accepted by the Executive or the Board. Discussions within Standing Committees remain confidential to the members of the Committee". Board members commented that if all Standing Committee meetings are to be considered in camera, members' tasks become extremely difficult if they require public dialogue to get results for what they are working on for Standing or Ad Hoc Committees. Finally, Board members requested that Article 1 - section p and Article 30 be referred back to the Governance Committee.

Moved by Mrs. Dojack, seconded by Dr. Brown that the report of the Governance Committee be accepted.

Carried unanimously.

8.4 Nominating Committee

Mr. Paivalainen invited members to attend the National Finnish Canadian Grand Festival for 2006 (FinnFling) which will be taking place July 14^th through July 16^th at Lakehead University. He noted that there will be lectures, workshops, dances, musical performances, and even a wife-carrying contest.

Mr. Paivalainen reported that the Board Nominating Committee had interviewed four prospective Board members, noting that the Committee will be meeting shortly to discuss the candidates.

A question arose regarding exit interviews. A Board member inquired if the Board Nominating Committee is going to institute exit interviews for members whose terms are expiring but are eligible for renomination. Mr. Paivalainen noted that the process the Nominating Committee is following this year is new and exit interviews will be discussed for next year.

Moved by Mr. Paivalainen, seconded by Mr. Heald that the verbal report of the Nominating Committee be accepted.

Carried unanimously.

8.5 Operations Committee

Mr. Bartley informed members that the Operations Committee is scheduled to meet on June 23, 2006.

8.6 Senate Liaison Committee

Dr. McPherson, Chair of the Senate Liaison Committee, reviewed the report which had been circulated with the Agenda.

Moved by Dr. McPherson, seconded by Mrs. Balacko that the report of the Senate Liaison Committee be accepted.

Carried unanimously.

8.7 Student Liaison Committee

Ms. Peacock, Chair of the Student Liaison Committee, reported that the Committee had not met since the last Board meeting.

8.8 University Advancement Committee

Mr. Wallace, Chair of the University Advancement Committee, reviewed the report which had been circulated with the Agenda, noting that the Committee had met today prior to the Board meeting.

Moved by Mr. Wallace, seconded by Mr. Robson that the report of the University Advancement Committee be accepted.

Carried unanimously.

8.8.1 Approval of Naming of Property Policy

Mrs. Moore, Director of Development, reviewed the Naming of Property Policy which had been circulated with the Agenda.

Moved by Ms. Dumyn, seconded by Mr. Paivalainen that the Board of Governors approve the Naming of Property Policy.

Ms. Poniatowski, LUSU President and Board observer, questioned the authority that Lakehead University has with regards to naming the Hangar. She stated that LUSU has a policy in place which authorizes LUSU to solely name the facility. Dr. Gilbert informed Ms. Poniatowski that no such policy had been approved by the University and requested her to supply a copy of this policy to the President's Office.

Carried unanimously.

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 invited all Board members to attend the Annual Alumni Open, noting that the golf tournament will be held on August 17, 2006.

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

Carried unanimously.

Mr. Bartley congratulated the Alumni Association for a job well done on the Alumni Awards Dinner which had been held May 25, 2006. He encouraged all Board members to attend next year.

10. Report from the Ad Hoc Committee on Aboriginal Development

Mr. Pile, Chair of the Ad Hoc Committee on Aboriginal Development, referred to the Committee's report which had been circulated with the Agenda.

Moved by Mr. Pile, seconded by Ms. Dumyn that the Board of Governors approve the Ad Hoc Committee on Aboriginal Development's Mission Statement "We mobilize Lakehead University and community partners to create an environment for the achievement of Aboriginal peoples' educational aspirations".

Discussion focused on the "We mobilize Lakehead University" and "to create an environment". Some members felt that these words were too powerful and that they created the conception that Lakehead University is not currently assisting with Aboriginal education. Dr. Gilbert informed members that the words "We mobilize Lakehead University" implies that the Ad Hoc Committee is taking on an administration role. Ms. Dumyn replied that was not the intent of the Ad Hoc Committee. The Board requested that the mission statement be referred back to the Ad Hoc Committee on Aboriginal Development.

Moved by Mr. Pile, seconded by Mrs. Balacko that the Board of Governors allocate time at the Board's retreat in January 2007 for a presentation from the Ad Hoc Committee on Aboriginal Development and for discussion of the items arising from the presentation.

Moved by Mr. Pile, seconded by Mr. Paivalainen that the Board of Governors appoint Charles Fox to the Ad Hoc Committee on Aboriginal Development when David Heald's term as Governor expires. It is the Committee's intention to ask David Heald to participate with the Committee thereafter as an outside resource.

Moved by Mr. Pile, seconded by Mr. Bartley that the report of the Ad Hoc Committee on Aboriginal Development be accepted.

Carried unanimously.

11. Recommendation for Promotion

Dr. Gilbert informed members that in April, the Promotion, Tenure and Renewal Committees met to consider applications for promotion.

Moved by Dr. Gilbert, seconded by Dr. McPherson that the following be recommended for Promotion to Professor, effective July 1, 2006, as recommended at the April 2006, Promotion, Tenure and Renewal Committee meetings:

Dr. J. Fiaidhi - Computer Science

Dr. S. Mohammed - Computer Science

Dr. M. Gallagher - Physics

Dr. X. Liu - Electrical Engineering

12. Approval of Adjunct Professors

Movedby Dr. Gilbert, seconded by Mr. Pile that the following be ratified as Adjunct Professors in the Faculty of Forestry and the Forest Environment and the Faculty of Sciences and Environmental Studies effective immediately to June 30, 2010, as recommended by Senate on April 24, 2006 and May 15, 2006:

Faculty of Forestry and the Forest Environment

Dr. Robert Fleming

Dr. Arthur Groot

Dr. Gordon Kayahara

Dr. Mahadev Sharma

Faculty of Science and Environmental Studies

Dr. Dongfan Yang - Department of Chemistry

Dr. T. Campbell McCuaig - Department of Geology

Carried unanimously.

13. Approval of Chair Appointments

Moved by Dr. Gilbert, seconded by Mr. Marostica that Dr. K. Natarajan be appointed as Chair of the Department of Software Engineering for a three-year period from July 1, 2006 to June 30, 2009.

Carried unanimously.

Moved by Dr. Gilbert, seconded by Mrs. Balacko that Dr. P. Fralick be reappointed as Chair of the Department of Geology for a three-year period from July 1, 2006 to June 30, 2009.

Carried unanimously.

14. Appointment of 12 Board of Governors' Members to the Electoral Board

Dr. Gilbert reported that an Electoral Board is required to reappoint the Chancellor. He indicated that 12 Board members and 12 Senators are required.

Mrs. Dojack, Chair, called for nominations.

Moved by Mr. Cardwell, seconded by Mr. Bartley that the following 12 Board members be appointed to the Electoral Board: Mrs. Cheryl Balacko, Mr. Bill Bartley, Mr. Don Campbell, Mr. Kevin Cleghorn, Mr. George Davies, Ms. A. Dumyn, Mr. David Heald, Mr. Ron Marostica, Mr. Seppo Paivalainen, Mr. Eamon Percy, Mr. Tim Pile, and Mr. Doug Robson.

Carried unanimously.

15. Report of the Lakehead University Student Union

Ms. Poniatowski, President of LUSU, highlighted the report which had been circulated with the Agenda.

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

Mrs. Dojack informed members that the Thunder Bay Regional Health Sciences Centre Board report had been circulated with the Agenda.

17. Board Members retiring in 2006

A list of retiring members had been circulated with the Agenda and was referenced by the Chair for the information of the Board.

18. Items approved (on June 8, 2006) by the Board Executive, on behalf of the Board of Governors

The Chair noted the following items for information for the Board.

18.1 Approval of Director Appointment

18.2 Approval of Revised Procedures for Annual Performance Review of the President

The meeting, which began at 4:05 p.m., was adjourned at 5:40 p.m., on a motion by Mr. Cardwell, and seconded by Mr. Campbell.