Board of Governors

1. Approval of Agenda

Moved by Ms. Dumyn, seconded by Dr. Leggatt that the Agenda be approved with the following amendments/additions: Item #14 - change "September 8, 2009" to "September 10, 2009", add a new item #27 - Board By-Law Discussion (Mr. A. Crooks) and renumber remaining item.

2.Declaration of Conflict of Interest

None were declared.

3. Chair's Report

Mr. Cleghorn welcomed Mr. Cam Clark, Board member, and Dr. Philip Hicks, Observer, to their first meeting.

Mr. Cleghorn 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. Cleghorn individually recognized each retiring member who was present with a small token of appreciation - Mr. Peter Holt-Hindle (in person) and Mr. James Dennison (on the phone). He also added that Mr. Alex Boulet and Dr. Ethel Gardner were retiring but were unable to attend the meeting.

Mr. Cleghorn informed members that the Presidential Search Committee would be meeting on September 23, 2009. At that time, the Committee would be short-listing candidates and interviews would take place in October.

4.Approval of Minutes of the Board of Governors' Meeting of June 18, 2009

The Minutes were circulated with the Agenda.

Moved by Mr. Labine, seconded by Mr. Sevean that the Minutes of the Board of Governors' Meeting of June 18, 2009 be approved as circulated.

5.Receipt of Minutes of the Board Executive Committee Meeting of May 5, 2009

Moved by Ms. Dumyn, seconded by Mr. Holt-Hindle that the Minutes of the Board of Executive Committee Meeting of May 5, 2008 be received as circulated.

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

Ms. Dumyn noted that item #14 from the June 18, 2009 minutes stated that "the proposed Strategic Plan 2010-2013 was to be brought to the September Board meeting with input from the Strategic Planning Committee." Mr. Cleghorn informed Ms. Dumyn that he would gather information on this matter and speak to it later in the meeting.

7.President's Report

Dr. Gilbert reviewed his report which had been circulated at the beginning of the meeting.

8.Annual Reports from the Standing Committees

Mr. Cleghorn noted that the Audit & Risk Management Committee would be reported under Item 9 and the Nominating Committee would be reported under Item 10.

8.1 Compensation Committee

Mr. Campbell informed members that the Compensation Committee Report would be addressed during the In Camera Meeting.

8.2 Finance and 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 Dr. Leggatt that the Annual Report of the Finance and Investment Committee be accepted.

Carried unanimously.

8.3 Governance Committee

Mr. Campbell advised members that the Annual Report and By-Laws had been circulated with the Agenda. Mr. Campbell thanked Committee members for their dedication and hard work throughout the year.

Moved by Mr. Campbell, seconded by Mr. Dahl that the Annual Report of the Governance Committee be accepted.

Carried unanimously.

8.4Operations Committee

Mr. Dahl, on behalf of the 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

Moved by Mr. Dahl, seconded by Mr. Sevean that the Semi-Annual Report on Occupational Health and Safety be accepted.

Moved by Mr. Dahl, seconded by Mr. Seven 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. Mr. Labine thanked Committee members for the dedication throughout the year.

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

8.6Senate Liaison Committee

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

Moved by Dr. Leggatt, seconded by Mr. Holt-Hindle that the Annual Report of the Senate Liaison Committee be accepted.

Carried unanimously.

8.7Student Liaison Committee

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

Moved by Mr. Holt-Hindle, seconded by Mr. Sevean that the Annual Report of the Student Liaison Committee be accepted.

Carried unanimously.

8.8University Advancement Committee

The University Advancement Committee report was moved to the In Camera meeting.

9.Report of the Audit & Risk Management Committee

Mr. Dennison, 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. Dennison thanked Committee members for their participation, professionalism and support during the past year.

Moved by Mr. Dennison, seconded by Mr. Heroux that the Board of Governors accept and approve the 2008/09 Financial Statements of Lakehead University and the Auditors' Report.

Moved by Mr. Dennison, seconded by Mr. Holt-Hindle that the Board of Governors appoint BDO Dunwoody as auditors of the University for the 2009/10 fiscal year.

Mr. Hoey inquired as to how long BDO Dunwoody had been the University's auditors. Mr. Pawlowski reported that BDO had previously completed a 5 year term and is now in the second year of an additional 5 year term. Mr. Dennison informed Board members that the Audit & Risk Management Committee is assessing the practicality of changing auditors every 5 years, adding that there is no current performance issue with the current auditors.

Moved by Mr. Dennison, seconded by Mr. Labine that the Annual Report of the Audit & Risk Management Committee be accepted.

Carried unanimously.

Mr. Dennison concluded by thanking Administration and Committee members for their dedication to the Audit & Risk Management Committee.

10. Report of the Nominating Committee

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

Mr. Campbell noted a conflict of interest with item 10.1 and Mr. Cleghorn noted a conflict with item 10.2.

10.1 Movedby Mr. Campbell, seconded by Ms. Dumyn that the following be elected/re-elected to the Board of Governors for the terms indicated:

Mr. Slim Babay 2009-10 LUSU Graduate Rep. (renominated)

Mr. Tyler Halverson 2009-10 LUSU Undergraduate Rep.

Ms. Margaret Ryan 2009-10 LUSU Undergraduate Rep.

Mr. Don Campbell 2009 -10 Elected Rep (renominated)

Mr. Chris Fernyc 2009-12 Elected Rep.

Mr. Kurt Dahl 2009 -12 Union Staff Rep. (renominated)

Dr. Gordon Hayman 2009 -12 Senate Rep.

Dr. Christine Gottardo 2009-11 Senate Rep.

Mr. Brian McKinnon Dec 1, 09- City of Thunder Bay Rep. (renominated)

Nov 30, 10

10.2 Moved by Mr. Campbell, seconded by Ms. Dumyn that the following be approved as Officers of the Board for 2009/10:

Mr. Kevin Cleghorn Chair

Mr. Colin Bruce Vice-Chair

Mr. Don Campbell Past-Chair

Dr. Fred Gilbert President

Ms. Patti Merriman Secretary

10.3 Moved by Mr. Campbell, seconded by Mr. Heroux that the members of the Executive Committee and the members of Standing Committees for 2009/10 be approved as recommended in the report of the Nominating Committee as circulated.

Mr. Campbell noted that Mr. Kurt Dahl, employee of Lakehead University, had been recommended to serve on the Audit & Risk Management Committee, but the By-Laws state that employees of Lakehead University cannot serve on the Committee, with the exception of the student Governor, therefore, Mr. Dahl is being removed from the membership and Mr. Andy Crooks is replacing him.

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

Moved by Mr. Campbell, seconded by Mr. Holt-Hindle that the Annual Report of the Nominating Committee be accepted.

11. Report of Alumni Association

In the absence of Ms. Cheng, Mr. Heroux spoke to the Alumni Association Report which had been circulated with the Agenda.

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

Carried unanimously.

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

Moved by Dr. Leggatt, seconded by Ms. Phipps that Ms. Judy Flett be appointed as the Board of Governors' representative to the Aboriginal Management Council for a one year period, effective immediately to the 2010 Annual Meeting.

13. Appointment of Board of Governors' Member to the Lakehead University Professional Plan Pension Board

Moved by Ms. Dumyn, seconded by Mr. Campbell that Mr. Chris Fernyc be appointed to the Lakehead University Professional Plan Pension Board for a term commencing September 17, 2009 to June 30, 2012.

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

Moved by Dr. Gilbert, seconded by Ms. Phipps that that the faculty names put forward in the memorandum of September 10, 2009 be appointed to the Judicial Panel for the Code of Student Behaviour and Disciplinary Procedures for a one-year period, effective immediately to the 2010 Annual Meeting.

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

Moved by Mr. Campbell, seconded by Dr. Leggatt that that the student names put forward in the memorandum of September 8, 2009 be appointed to the Judicial Panel for the Code of Student Behaviour and Disciplinary Procedures for a one-year period, effective immediately to the 2010 Annual Meeting.

The Chair noted that three of the names listed on the September 8, 2009 memorandum were ineligible since the students attended Lakehead part-time; therefore, the following were removed - Rob Martin, Dave Grad and Joshua De Amius. The Secretary requested Dave Grad, LUSU President, to submit names 3 full-time students and they would brought forward to the October Board Executive Meeting.

16. Investment Resolution

Mr. Cleghorn advised members that a memorandum from the Secretary had been circulated with the Agenda.

Moved by Mr. Bruce, seconded by Mr. Heroux 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 2010.

Ms. Dumyn requested that the Statement of Investment Policies and Guidelines for Trust and Endowment Funds be referenced in the investment resolution.

Mr. Cleghorn 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 Dr.Leggatt, seconded by Mr. Dahl that the Investment Resolution be referred to the Governance Committee

Carried unanimously.

17.Election of Members (2 required) to the Nominating Committee

The Secretary had informed the Board of Governors, by memorandum of September 1, 2009, of the continuing members of the Nominating Committee as well as those who were ineligible for nomination this year. Two members were to be elected to the Nominating Committee for two-year terms.

Mr. Cleghorn called for nominations to the Nominating Committee.

Ms. Dumyn nominated Ms. Vonnie Cheng and Mr. Len Hoey.

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

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

Carried unanimously.

Ms. Cheng and Mr. Hoey were acclaimed members of the Nominating Committee.

18. Annual Report of the Lakehead University Pension Investment Fund

Mr. Pawlowski spoke to the Annual Report of the Lakehead University Pension Investment Fund which had been circulated with the Agenda.

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

19. 2010-2013 Strategic Plan Update

Dr. Gilbert reported that the Strategic Planning Committee had revised the 2010-2013 Strategic Plan based on input at the May 15^th Senate Meeting, adding that the revisions are not substantive. He informed Board members that the Strategic Planning Committee and the Senate Executive Committee had met and prepared 2 resolutions to bring forward to the September 11, 2009 Senate Meeting. The resolutions stated that the Strategic Planning Committee would reconvene to review and consider revisions, review timelines and the process for consultation, as well as provide a certain period of time in which the revised Plan would be posted on the University website. The two motions were passed at the Senate Meeting. Dr. Gilbert reported that the Strategic Planning Committee's intention is to post the Plan in late October and submit it to Senate in November. Dr. Gilbert requested the Board to delay any action until revisions have been approved by Senate.

Dr. Andrew Dean, Chair of the Strategic Planning Committee, reported that the Committee had met 4 times over the summer, noting that the Plan's revisions are posted on the University's website. He also noted that 3 days have been set aside for face to face consultation - September 22, & 30, 2009 and October 8, 2009. He concluded by informing Governors that no financial implications have changed.

20.Annual Report of the Aboriginal Management Council

Mr. Cleghorn noted that the Aboriginal Management Council report had been circulated at the beginning of the meeting.

21.Report of the Lakehead University Student Union

Mr. Grad, LUSU President, spoke to his report which had been circulated with the Agenda.

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

Mr. Labine noted that the report of the Thunder Bay Regional Health Sciences Centre Board had been circulated with the Agenda. He advised members that Mr. Ron Saddington, CEO of the TBRHSC, would be retiring as of June 30, 2010, adding that a Search Committee has been struck.

23.Report of the Northern Ontario School of Medicine

Dr. Strasser, Dean of NOSM, reviewed the report which had been circulated with the Agenda. He informed Governors Geoffrey Tesson, Geoffrey Hudson, Dan Hunt, and himself had written a book entitled "The Making of the Northern Ontario School of Medicine". He noted that a book launch would be taking place during the month of November .

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

Mr. Dahl reminded Governors that Dr. Gilbert had provided a Strategic Plan update, therefore, he did not have anything further to report.

25.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 2008-09 academic year. He also reported that during the 2008-09 academic year, one student appeal was filed under the Senate Policy Regarding Academic Appeals. The appeal was denied after a hearing. The final report on the appeal included recommendations to the President.

26. Items approved (on July 9, 2009) by the Board Executive, on behalf of the Board of Governors

The Chair noted the following items which had been circulated with the Agenda:

26.1 Financial Update (for information only)

26.2 Ratification of Adjunct Professor - Dr. Robert Dekker - Faculty of Forestry & the Forest Environment

26.3 Approval of Revised Relationship Agreement between Lakehead University, Laurentian University and Northern Ontario School of Medicine

26.4 Recommendation for Promotion - Dr. Jian Wang - Professor

26.5 Appointment of Acting Positions (for information only)

- Dr. Sharon Dale Stone was appointed as the Acting Chair in the Department of Sociology as of July 1, 2009;

- Dr. Rhonda Koster was appointed as the Acting Director of Outdoor Recreation, Parks and Tourism effective July 1, 2009 to December 31, 2009; and

- Dr. Donald Kerr was appointed as the Acting Chair of Lifelong Learning effective July 1, 2009 to October 31, 2009.

27 Board By-Law Discussion re: Confidentiality

Mr. Crooks advised members that he had submitted a memorandum to the Board Secretariat regarding Article 20 - Confidentiality of the Board By-Laws.

He reported that the By-Laws state that discussions within Standing Committee are to remain confidential to the members of the Committees. Mr. Crooks requested reconsideration of this By-Law requesting this issue be referred to the Governance Committee.

Moved by Dr. Gilbert, seconded by Mr. Bruce that Mr. Crook's memorandum regarding confidentiality be referred to the Governance Committee.

The Chair suggested that Mr. Crooks and Ms. Dumyn attend the Governance Meeting.

Carried unanimously.

27. In Camera Meeting

Moved by Ms. Dumyn, seconded by Ms. Phipps that Mr. Pawlowski remain for item #5 of the In Camera Meeting.

Carried unanimously.

The meeting, which began at 10:00 a.m., was adjourned at 11:45 a.m., on a motion by Dr. Leggatt and seconded by Mr. Clark. The meeting moved in camera.