Board of Governors

1.Approval of Agenda

Moved by Mr. Dudtschak, seconded by Mr. Robson that the Agenda be approved with the addition of a new item #19 - Proposed Date Change for October 2009 Board Meeting, and renumbers Items for Information.

2.Declaration of Conflict of Interest

None were declared.

3.Chair's Report

Mr. Campbell thanked all Board members who were retiring at the Annual Meeting, noting that the Board appreciated their hard work and commitment to Lakehead University. Mr. Campbell individually recognized each retiring member who was present with a small token of appreciation - Mrs. Jackie Dojack, Ms. Krystin Kempton, Dr. Moira McPherson, and Mr. Doug Robson. He also added that Dr. Qing-Lai Dang, Mr. Ron Marostica, and Mr. Eamonn Percy were retiring but were unable to attend the meeting.

Mrs. Dojack announced that a new Board Chair would be elected at the Annual Meeting; therefore, thanked Mr. Campbell for his dedication as Board Chair for the last two years. She presented Mr. Campbell with a small token of appreciation on behalf of the Board.

Mr. Campbell reminded continuing Governors that it was mandatory for each Governor to sign the Acknowledgement and Undertaking of Confidentiality which had been circulated at the beginning of the meeting.

Mr. Campbell announced that following the Board meeting, all Governors were invited to attend Tomson Highway Cabaret in The Outpost. He noted that proceeds from funds raised will go to the Lakehead University Office of Aboriginal Initiatives, and Aboriginal literacy through Literacy Northwest.

Mr. Campbell was pleased to report that Lakehead University recently announced a major tuition offer to acquire and retain the best and brightest students. The offer, which is unique in Ontario, offers free tuition for Canadian students coming directly from a recognized Canadian high school with a 95% average. This is a unique entrance scholarship in that no other university in Ontario rewards students with free tuition at the same level for four years.

Mr. Campbell concluded by informing Governors that Lakehead University has appointed two new Canada Research Chairs (CRCs), Drs. Alla Reznik and Gregory Pyle. Dr. Reznik has been awarded an NSERC Tier II CRC in the Physics of Molecular Imaging valued at $100,000 per year, for five years. Dr. Pyle has also been awarded a five-year NSERC Tier II CRC in Environmental Biotechnology and Ecotoxicology valued at $100,000 per year.

5.Approval of Minutes of the Board of Governors' Meeting of June 19, 2008

The Minutes were circulated with the Agenda.

Moved by Mr. Bruce, seconded by Ms. Kempton that the Minutes of the Board of Governors' Meeting of June 19, 2008 be approved as circulated.

Mr. Cleghorn noted on page 3 of the Minutes, the date dealing with the book entitled "Married Women's Property Law in Victorian Ontario" was incorrect.

5. Receipt of Minutes of Board Executive Committee Meetings

The Minutes were circulated with the Agenda.

5.1 June 5, 2008

Moved by Ms. Dumyn, seconded by Ms. Kempton that the Minutes of the Board of Governors' Executive Committee Meeting of June 5, 2008 be received as circulated.

5.2 September 4, 2008

Moved by Ms. Dumyn, seconded by Ms. Kempton that the Minutes of the Board of Governors' Executive Committee Meeting of September 4, 2008 be received as circulated.

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

6.1Receipt of Minutes of the Board Executive Committee Meeting of December 5, 2007

Moved by Ms. Dumyn, seconded by Dr. Leggatt that the Minutes of the Board of Governors' Executive Committee Meeting of December 5, 2007 be received as circulated.

7.President's Report

Dr. Gilbert reviewed his Report which had been distributed at the beginning of the meeting.

8.Annual Reports from the Standing Committees

8.1Compensation Committee

Mrs. Dojack informed members that the Compensation Committee Report would be addressed during the In Camera Meeting.

8.2Finance & Investment Committee

Ms. Dumyn, Chair of the Finance and Investment Committee, reported that the Annual Report had been circulated with the Agenda.

Moved by Ms. Dumyn, seconded by Mr. Hoey that the Annual Report of the Finance and Investment Committee be accepted.

Carried unanimously.

8.2.1 Approval of Capital Debt Policy

Ms. Dumyn began my thanking Administration and Committee members for their participation and support throughout the year. Ms. Dumyn reviewed the Capital Debt Policy which had been circulated with the Agenda. She advised members that the intent of the Policy is to align the strategic use of debt with the University's investment policies, to manage the overall cost of capital, minimize long-term costs for debt service and ensure the overall level of risk does not exceed acceptable levels. Ms. Dumyn also noted that the Policy provides a discipline and framework that will be used by management to evaluate the appropriate use of debt in capital financing plans and should be used in conjunction with the Excess Borrowings Policy. She concluded by reporting that the Policy will be reviewed annually to ensure consistency with the University's objectives and the external environment.

Moved by Ms. Dumyn, seconded by Mr. Cardwell that the Board of Governors approve the Capital Debt Policy.

Carried unanimously.

8.3 Governance Committee

Mr. Cleghorn advised members that the Annual Report and By-Law amendments had been circulated with the Agenda.

8.3.1 Proposed By-Law Amendments - Compensation Committee

Moved by Mr. Cleghorn, seconded by Mr. Hoey that the proposed By-Law amendments to the Compensation Committee be approved.

Carried unanimously.

8.3.2 Proposed By-Law Amendments - Nominating Committee

Moved by Mr. Cleghorn, seconded by Ms. Phipps that the proposed By-Law amendments to the Nominating Committee be approved.

A lengthy discussion arose regarding the amendments to the Nominating Committee.

Moved by Mr. Robson, seconded by Mr. Bruce that the proposed By-Law amendments to the Nominating Committee be amended as follows:

- the Committee shall consist of seven members not five;

- the quorum will be five not four;

- the terms of office will be two consecutive years, non-renewable, with the exception of the ex officio members of the Committee.

Cleghorn/Phipps motion was carried.

8.3.3 Proposed By-Law Amendments - University Advancement Committee

Moved by Mr. Cleghorn, seconded by Ms. Phipps that the proposed By-Law amendments to the University Advancement Committee be approved.

Carried unanimously.

8.3.4 Proposed By-Law Amendments - Article 11 - Duties of Officers

Moved by Mr. Cleghorn, seconded by Mrs. Dojack that the proposed By-Law amendments to Article 11 be approved.

Carried unanimously.

8.3.5 Proposed By-Law Amendments - Article 29 - Executive Committee

Moved by Mr. Cleghorn, seconded by Ms. Kempton that the proposed By-Law amendments to Article 29 be approved.

Carried unanimously.

Moved by Mr. Cleghorn, seconded by Ms. Dumyn that the Annual Report of the Governance Committee be accepted.

Carried unanimously.

8.4 Operations Committee

Mr. Cardwell, Chair of the Operations Committee, reviewed the Committee's Annual Report which had been circulated with the Agenda.

8.4.1 Semi-Annual Report on Occupational Health and Safety

Mr. Pawlowski reviewed the Occupational Health and Safety Report which had been circulated with the Agenda.

Moved by Mr. Cardwell, seconded by Ms. Kempton that the Semi-Annual Report on Occupational Health and Safety be accepted.

Carried unanimously.

Mr. Cardwell thanked Committee members for their contributions and support over the past year.

Moved by Mr. Cardwell, seconded by Mr. Robson that the Annual Report of the Operations Committee be accepted.

8.5 NOSM Committee

Mr. Labine reviewed the Annual Report of the NOSM Committee which had been circulated with the Agenda.

Moved by Mr. Labine, seconded by Mr. Heroux that the Annual Report of the Northern Ontario School of Medicine Committee be accepted.

8.6 Senate Liaison Committee

Mr. McKinnon, on behalf of the Chair of the Senate Liaison Committee, reviewed the Report which had been circulated with the Agenda.

Moved by Mr. McKinnon, seconded by Mr. Bruce that the Annual Report of the Senate Liaison Committee be accepted.

Carried unanimously.

8.6 Student Liaison Committee

Ms. Kempton, Chair of the Student Liaison Committee, reviewed the Report which had been circulated with the Agenda. Ms. Kempton concluded by expressing appreciation to all members of the Committee for their hard work and dedication throughout the year.

Moved by Ms. Kempton, seconded by Mr. Labine that the Annual Report of the Student Liaison Committee be accepted.

Carried unanimously.

8.7 University Advancement Committee

Mr. Crooks, Chair of the University Advancement Committee, spoke to the Report which had been circulated with the Agenda. Mr. Crooks began by thanking the members of the Committee, especially the Alumni Representative, David Heroux, for their collaborative assistance. Mr. Crooks complimented the senior management of the University on fully integrating Mr. John Singer as the Vice-President Advancement into the management team. Mr. Crooks noted the following highlights from the past year: terms of reference and the constitution of the Committee have been changed; the direction and mandate of the Committee had been changed, making the Committee an "asking" Committee, noting that there are challenges before the Committee, including the Orillia campaign for $20,000,000, the PACI/Law School campaign for $20,000,000, and the new scholarship campaign, highlighting merit and excellence. Mr. Crooks also noted that the Committee structure has changed and the job description of Committee members include the following: a financial commitment to the institution; introduction to qualified and capable donors; occasionally acting as a spokesperson for the University; an information source for the fundraising campaign; a sounding board for advanced management

within the chain of command; and a role in measurement of the management of advancement.

Mr. Crooks reviewed the fundraising results for the fiscal year ending April 2008 which were distributed at the beginning of the meeting, adding that the Committee hopes to greatly exceed these results in the next year.

Moved by Mr. Crooks, seconded by Mr. Robson that the Report of the University Advancement Committee be accepted.

Carried unanimously.

9. Report of the Audit and Risk Management Committee

Mr. Heroux, Chair of the Audit and Risk Management Committee, reported that the Annual Report of the Audit Committee and the Audited Financial Statements had been circulated with the Agenda. Mr. Heroux advised members that the auditors did not encounter any significant internal control weaknesses that required the attention of either Administration or the Audit and Risk Management Committee. Finally, Mr. Heroux thanked Committee members for their participation, professionalism and support during the past year.

Moved by Mr. Heroux, seconded by Mr. Cardwell that the Annual Report of the Audit Committee be accepted.

Moved by Mr. Heroux, seconded by Mr. Dennison that the Board of Governors accept and approve the 2007/08 Financial Statements of Lakehead University and the Auditors' Report.

Carried unanimously.

Moved by Mr. Heroux, seconded by Mr. Labine that the Board of Governors appoint BDO Dunwoody as auditors for the 2008/09 fiscal year.

Carried unanimously.

10.Report of the Nominating Committee

Mrs. Dojack, Chair of the Nominating Committee, reported that the Annual Report of the Nominating Committee had been circulated with the Agenda. Mrs. Dojack noted that short biographical notes on all new nominees to the Board were enclosed with the Board Nominating Committee Report.

10.1 Moved by Mrs. Dojack, seconded by Mr. Hoey that the following be elected/re-elected to the Board of Governors for the terms indicated:

Mr. Slim Babay2008-09 LUSU Graduate Rep.

Mr. Alex Boulet2008-09 LUSU Undergraduate Rep.

Mr. Peter Holt-Hindle2008-09 LUSU Undergraduate Rep.

Ms. Vonnie Cheng 2008-10 Alumni Association Rep.

Mr. Lynne Sevean2008-11 Non-union Staff Rep.

Dr. Gillian Siddall2008-11 Senate Rep.

Dr. Ethel Gardner2008-09 Senate Rep.

10.2 Moved by Mrs. Dojack, seconded by Mr. Robson that the following be elected/re-elected to the Board of Governors for the terms indicated:

Mr. Andy Crooks2008-11 Elected Rep.

Mr. David Heroux2008-11 Elected Rep.

Mr. Ewan Downie2008-11 Elected Rep.

Mr. Anthony LeBlanc 2008-11 Elected Rep.

Ms. Darlene Palmer2008-11 Elected Rep.

Ms. Frances Picherack 2008-11 Elected Rep.

Carried unanimously.

10.3 Moved by Mrs. Dojack, seconded by that the following be approved as Officers of the Board for 2008/09:

Mr. Kevin Cleghorn Chair

Mr. Don Campbell Past-Chair

Mr. Colin Bruce Vice-Chair

Dr. Fred Gilbert President

Ms. Patti Merriman Secretary

10.4 Moved by Mrs. Dojack, seconded by Mr. McKinnon that the members of the Executive Committee and the members of Standing Committees for 2008/09 be approved as recommended in the report of the Nominating Committee circulated with the Agenda.

Mrs. Dojack noted that the following three names should be added to the NOSM Committee on page 4 of the Committee's Report - Mr. John Augustine, Dr. Neil McLeod, and Mrs. Jackie Dojack.

Mrs. Dojack concluded by thanking Committee members for their hard work and dedication during the past year.

Moved by Mrs. Dojack, seconded by Mr. Heroux that the Annual Report of the Nominating Committee be accepted.

11.Report of Alumni Association

Mr. Heroux, Alumni Association Representative, noted that the Report of the Alumni Association had been circulated with the Agenda.

Moved by Mr. Heroux, seconded by Ms. Kempton that the Report of the Alumni Association be accepted.

Carried unanimously.

12.Appointment of Board of Governors' Representative to the Aboriginal

Management Council

Moved by Mr. Bruce, seconded by Mr. Labine that Dr. Judith Leggatt be appointed as the Board of Governors' representative to the Aboriginal Management Council for a one year period, effective immediately to the 2009 Annual Meeting.

Carried unanimously.

13. Faculty Appointments to the Judicial Panel for the Code of Student Behaviour and Disciplinary Procedures

Moved by Dr. Gilbert, seconded by Mr. Dudtschak that the faculty names put forward in the memorandum of September 24, 2008 be appointed to the Judicial Panel for the Code of Student Behaviour and Disciplinary Procedures for a one-year period, effective immediately to the 2009 Annual Meeting.

Carried unanimously.

14. Student Appointments to the Judicial Panel for the Code of Student Behaviour and Disciplinary Procedures

Moved by Dr. Leggatt, seconded by Ms. Dumyn that the student names put forward in the memorandum of October 3, 2008 be appointed to the Judicial Panel for the Code of Student Behaviour and Disciplinary Procedures for a one-year period, effective immediately to the 2009 Annual Meeting.

Carried unanimously.

15. Investment Resolution

Mr. Campbell advised members that a memorandum from the Secretary had been circulated with the Agenda. He indicated that it was a requirement of the By-laws for the Board Members at the Annual Meeting to approve an Investment Resolution.

Moved by Mr. Labine, seconded by Mr. Waite that the President and the Vice-President (Administration & Finance) shall be authorized to manage the investments of the University and to purchase, transfer, exchange, sell or otherwise dispose of or turn to account or realize upon securities, in accordance with the policies established by the Board on the recommendations of the Finance and Investment Committee, in accordance with the terms of reference of the Committee, and the laws and statutes of the Province of Ontario and the Government of Canada. During the absence of either the President or the Vice-President (Administration & Finance) any one of the signing officers shall be authorized as the second signature. During the absence of both the President and the Vice-President (Administration & Finance) any two of the signing officers shall be authorized to perform the aforementioned activities until the Annual Meeting in 2009.

Carried unanimously.

16.Election of Member to the Nominating Committee

Mr. Campbell reminded Governors that earlier in the meeting, the Board amended the proposed By-Law changes to the Nominating Committee's membership, noting that the Committee will consist of the Chair, Past-Chair, Chair of the University Advancement Committee, and 4 elected Board members. He informed the Board that Mr. Brian McKinnon and Mr. David Heroux were elected to the Nominating Committee and one year remained in their terms; therefore, 2 positions on the Nominating Committee need to be filled at this time.

Mr. Campbell called for nominations to the Nominating Committee.

Mr. Robson nominated Ms. Ann Dumyn.

Mr. Robson nominated Mr. Len Hoey.

Ms. Dumyn nominated Ms. Maria Phipps.

Mr. Hoey withdrew his name.

Mr. Campbell called for further nominations. There were none.

Moved by Mr. Bruce, seconded by Mr. Dahl that nominations close.

Carried unanimously.

Ms. Dumyn and Ms. Phipps were acclaimed members of the Nominating Committee.

17.Annual Report of the Lakehead University Pension Investment Fund

Mr. Pawlowski reviewed the Annual Report of the Lakehead University Pension Investment Fund which had been circulated with the Agenda, noting that the Report includes both Plans - Professional and Administrative Staff Plan and Lakehead University Employee Pension Plan.

Moved by Ms. Dumyn, seconded by Mr. Dudtschak that the Report of the Pension Plan for Professional Staff of Lakehead University be accepted.

For future meetings, Mr. Hoey requested Administration to provide Governors with a full report from the Pension Plan, which would be accompanied with the Investment Fund Report.

Carried unanimously.

18. Ratification of Adjunct Professor

Moved by Dr. Gilbert, seconded by Ms. Kempton that Dr. Sylvie Landry be ratified as an Adjunct Professor in the Department of Physics retroactive to July 1, 2008 to June 30, 2012.

Carried unanimously.

19. Proposed Date Change for October 2009 Board Meeting

Moved by Mr. Dudtschak, seconded by Mr. Hoey that the Board Meeting scheduled for Friday, October 16, 2009 be changed to Thursday, October 8, 2009 to coincide with Lakehead Celebrates which is scheduled for Friday, October 9, 2009.

Carried unanimously.

20. Annual Report of the Aboriginal Management Council

Mr. Campbell informed Governors that Mr. Tim Pile, Chair of the Aboriginal Management Council, was not in attendance but the Annual Report had been circulated with the Agenda.

21. Report from the Office of Research

Dr. Wang reviewed the 2007-08 Major Research Initiatives document which had been circulated with the Agenda.

22. Report of the Lakehead University Student Union

Mr. Longtin reviewed the Report of the Lakehead University Student Union which had been circulated with the Agenda.

23. Report from the Thunder Bay Regional Health Sciences Centre Hospital Board

Mr. Labine drew members' attention to the Thunder Bay Regional Health Sciences Centre Hospital Board Report which had been circulated with the Agenda.

24. Report of the Northern Ontario School of Medicine

Dr. Strasser reviewed the Report of the Northern Ontario School of Medicine which had been circulated with the Agenda.

25. Report of the Board of Governors' Representative to Senate

Mr. Dahl informed members that Senate met on October 3, 2008, adding that minutes and support documentation for Senate can be found on the Lakehead University's website. He noted that since this had been the first Senate Meeting of the 2008 academic year, the main items of business dealt with calendar referrals, appointments, revisions and information reports.

26. President's Report on Appeals Under the Code of Student Behaviour and Disciplinary Procedures and Senate Academic Appeals

Dr. Gilbert reported that there were no appeals filed by students under the Code of Student Behaviour and Disciplinary Procedures during the 2007-2008 academic year. He also noted that four appeals were filed by students under the Senate Academic Appeal Procedure and Guidelines. Two appeals were dismissed at the pre-Hearing stage, one was denied after a hearing, and one was granted in part, with a grade change ordered but no course refund allowed. The final report in the last case included recommendations to the President.

27. Items approved (on October 2, 2008) by the Board Executive, on behalf of the Board of Governors

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

27.1 Financial Update (Information only)

27.2 Approval of the Proposed Presidential Search Committee Terms of Reference

Mr. Campbell advised members that the Nominating Committee would be meeting to consider the Board of Governors' representation on the Search Committee, noting that 5 members will be recommended to the November Board Meeting. Mr. Campbell also added that the Search Committee's first meeting would likely take place in December.

27.3 Approval of the Board of Governors' Representative to the Search Committee for the Dean of Health & Behavioural Sciences

28. In Camera Meeting

Moved by Mr. Dahl, seconded by Mr. Cardwell that Mr. Michael Pawlowski, Vice-President (Administration and Finance), remain for item #5 of the In Camera Agenda.

The meeting, which began at 4:10 p.m., was adjourned at 6:35 p.m., on a motion by Mr. Dahl, and seconded by Mr. Robson. The meeting moved in camera.