Board of Governors

Rules of Order and Procedure

1. General

The following rules of procedure are based on Bourinot's Rules of Order (1977), Part II, which shall be the authority in questions or order, unless the University Act rules otherwise.  The sub-section of Bourinot's is shown in parenthesis thus: (B.1).  In any matters of dispute not covered by these Rules, the Chair's decision will prevail unless overturned by a motion properly put and passed.

2. Constitution and Quorum

The Board of Governors is constituted under Sections 22 to 28 of the University of New Brunswick Act.  The quorum for the transaction of business under Section 28(3), is "eight members."  If a quorum is lost during the meeting, the Chair shall adjourn the meeting (B.34).

3. Meetings

"The Board shall meet as often as may be necessary to transact the business of the Board and not less than three times in a year" - Act, 28(1).  Under Section 28(2) of the Act, any five members may request a special meeting of the Board.  (See also #17 and #18 below)

4. Powers and Duties 

The Powers and Duties of the Board are set down in Sections 36 to 39 of the Act.

5. Notice of Meetings (B.29)

At least two weeks prior to a regular meeting, the Secretary will send out a Notice of Meeting.  The agenda and supporting documentation should be in the hands of members at least two days before the meeting.  Special meetings of the Board may be called at forty-eight (48) hours' notice.  Such notice shall be given by the most efficacious means, and the agenda, subject to #21, shall deal only with the announced items.

6. Presiding Officer (B.30)

"The Chair and Vice-Chair of the Board shall be elected by the Board from among the members of the Board" - Act, 28(5).

The following are excluded from consideration in the election of either a Chair or Vice-Chair:

a)  all ex-officio members of the Board;

b)  all elected faculty and student members on the Board;

c)  any member of the Board, regardless of method of election or appointment, who happens to be an employee of the University (including faculty members).

Board - 28 November 1978, #2(a)

Under Section 85(3) of the Act, the Chair shall have the same right of voting as other members of the Board, and "in the case of an equality of votes on a motion, a question shall be deemed to be resolved in the negative."

While a meeting is in progress, all remarks should be addressed to the Presiding Officer by title, or simply by Mr./Madam Chair.

7. Order of Business (B.35)

The order of business will usually follow the pattern:  Announcements, Approval of the Agenda, Minutes of the preceding meeting, Business Arising from the Minutes, Business Session.

For any change in the advertised order of business, the Chair should obtain the assent of the meeting.

8. Consent Agenda

In preparing the agenda for Board meetings, the Secretary shall identify action and information items that are routine and/or likely non-controversial.  In so doing, the Secretary may consult with the Chair of the Board, committee chairs and members of the senior administration.  All such items shall be grouped on the agenda in a distinct portion of Closed Session as 'consent agenda' items.  Action and information items on the agenda that are not included under the consent agenda shall be presented singly for discussion and voting as appropriate.

If any member of the Board wants to ask a question, discuss or oppose an item that is marked for the consent agenda, the member may have an item removed from the consent agenda by contacting the Secretary of the Board prior to the meeting or by asking that it be removed at the time the agenda is approved.  For those items included under the consent agenda, the Chair shall call for a motion to approve, by unanimous consent, the action items listed.

Before the agenda is presented for approval, the Chair shall:

a)  Advise the Board of items that are to be removed from the consent agenda, based on prior requests from Board members; and

b)  Ask if there are any other items that should be removed from the list.

The Minutes of the Board meeting shall report matters approved as part of the consent agenda as "carried by unanimous consent".  Information items received as part of the consent agenda will be reported as received.

Board - 10 December 2009

9. Motions (B.36)

A motion is a proposal placed before a meeting, and most decisions recorded are on the basis of motions either adopted or defeated.  A motion that has been adopted becomes a resolution of the meeting.  There should be only one main or substantive motion before a meeting at any one time.

All motions will be decided by simple majority except those specified herein that require a two-thirds majority.

A motion should be worded in affirmative terms and it should express fully and unambiguously the intent of the mover.  It should not be preceded by a preamble ("Whereas..." or "In order to..."), since these represent options which are arguable or make statements which may or may not be factual.  A motion is made by a member securing the recognition of the Chair and simply stating "I move that....".  An important motion, or one containing a number of considerations, should be prepared in writing and given to the Chair or Secretary, preferably in advance of the meeting.  All motions must be seconded by another member.  Unless seconded, a motion is not open to consideration.  Only voting members may move or second motions or amendments thereto.

When properly before the meeting a motion may be withdrawn by its mover and seconder only with the assent of the meeting as a whole.  In the course of debate the motion may be amended in various ways, or action may be taken to delay or defer its effect, but it must remain before the meeting until it is finally disposed of in one way or another.

When a vote has been taken and the motion declared either carried or lost, that decision becomes formally the decision of the Board and is so recorded.  A question once decided cannot be brought up again at the same meeting, but if it should become necessary to reconsider a motion, notice of intention can be given at one meeting and a motion for rescinding be introduced and dealt with at a subsequent meeting.  To be adopted, a motion to reconsider requires a two-thirds majority vote (B.37), excluding abstentions.

The democratic right to introduce a proposition in the form of a motion, and of full debate and a free vote thereon, carries with it the obligation of the majority to respect its own decisions to the same extent as the obligation of a minority to accept and respect decisions of the majority.  In other words, a decision reached by due process must be recognized and observed as such by all concerned; if it involves action, of whatever nature, that action must be taken.

10. Amendments (B.38)

An amendment may change a word or words in a motion, may add words to it or delete words from it.  It must not merely negate a motion, since this result can be obtained by voting against it.  The amending motion must be seconded.

An amending motion must be strictly relevant to the main motion and must be made while the main motion is under consideration.  It must not alter in a material way the principle embodied in the main motion but should merely vary its terms in one or more particulars.  The Chair must decide whether or not an amendment is in order, and rule accordingly.

An amendment may be moved to an amendment.  The conditions applicable in the case of an original amendment are equally applicable to a subamendment:  it may propose a variation in the terms of the original amendment but it must not materially alter the underlying intent of either the original amendment or the main motion.  Usually only two amendments to a question, namely an amendment and a subamendment, will be allowed at the same time.  When one or both have been disposed of, a further amendment or subamendment, as the case may be, may be entertained by the Chair.

When there has been a main motion, an amendment and a subamendment, the procedure will be to vote on them in reverse order, from subamendment through amendment to the main motion.

An amendment may be introduced at any stage prior to the question being put on the main motion, provided there is not more than one amendment and one subamendment before the meeting at one time.  If a member wishes to move an amendment, but it is not in order at the time in view of the fact that two amendments are already before the meeting, s/he may state intention, as her/his proposal might affect the vote on those that are awaiting decision.

In the interests of clarity and despatch, undue complication is to be avoided if at all possible.  This can sometimes be accomplished by forethought and consultation in the preparation of the main motion.

11. Notice of Motion (B.39)

If a substantial issue is to be raised affecting the constitution, policies or procedures of the Board, notice must be given at one meeting that such issue will be introduced by motion at the next or a subsequent meeting.  The notice is merely a statement of intention and may be made by any member at an appropriate time in the proceedings.  It requires no seconder and is not at that time debatable.

12. Subsidiary Motions (B.40)

a)  Motion to Adjourn before business is complete must be seconded, but is not debatable.

b)  Motion to Proceed to the Next Item of Business must be seconded and is not debatable.  If the motion is carried, the item cannot be re-introduced at the same meeting.

c)  Motion to Table (Defer) must be seconded and is debatable.  If carried, the main motion and amendments to which it applies are set aside until the time specified in the tabling motion, or until a motion is passed that the matter be taken from the table.  The latter motion may be made at the same meeting, and must be decided forthwith without amendment or debate.

d)  Motion to Refer to, or back to, a Committee must be seconded and may be amended and debated, but only with respect to the reference, not to the main subject at issue.  It cannot be superseded by a motion to proceed or table.

e)  Right to Speak.  Members who have been recognized by the Chair before a motion that cuts off debate is proposed, shall be allowed to speak before the motion is put to the meeting.

13. Debate (B.41)

All members of the Board have equal rights to the floor, and to be heard without interruption, but the Chair may use discretion to judge the relevancy of an argument, or to recognize undue consumption of the time and patience of the Board, and act accordingly.  All remarks, including questions to other members, should be addressed to the Chair.  When several members wish to speak, the Chair will establish an order, giving priority to those who have not already addressed the question.

14. Putting the Question

When it appears appropriate, the Chair shall inquire whether the meeting is ready for the question.  If there is no objection, the question is put and voted on (a) by voice or show of hands, (b) by hand count, or (c) by secret ballot.  In (b) and (c) the Secretary shall record the number of votes for, against and abstaining.  On any vote, members may request that their name be recorded as for, against or abstaining.

Because a member should hear full arguments, there shall be no provision for absentee voting.

On uncontroversial questions, the Chair may dispense with a formal motion and vote, and may assume general assent.  If there is any objection, a motion must be made and a vote taken.

15. Mail Ballots

Mail Ballots may be conducted to finalize business already discussed and given a general indication of assent by the Board, or to deal with urgent matters of business that require approval before the next scheduled meeting of the Board.  The Secretary shall mail a ballot to each voting member of the Board.  Full documentation, if not already possessed by Board members, shall accompany the ballot.

The ballot shall contain three options:       FOR/AGAINST/ABSTAIN

For a motion to be approved on a mail ballot, a majority of the members eligible to vote, must vote FOR the motion.  In determining the number required for a majority, those voting ABSTAIN are excluded from the total eligible to vote.

The decision, with the vote count, shall be reported by the Secretary at the next meeting of the Board, and recorded in the minutes.

16. Order (B.44)

It is the duty of the Chair to ensure the decorum of the Board and order in its procedure.  The Chair may call "Order" to quiet the meeting, and may rule a member out of order.  After explaining the ruling, the Chair may be challenged by a duly seconded motion, which is undebatable and, if passed, overturns the ruling.

A member may rise at any time on a point of order on which the Chair must rule as above.

In the event of a serious disturbance, the Chair may recess the meeting for a brief period, or adjourn it to another day.

If the Chair does not wish to rule on a point of order or procedure, the Board may be asked to decide by calling for an appropriate motion.

17. Privilege

Questions of privilege concerned with the rights or interests of the Board as a whole or a member personally may be raised during debate, but not so as to interrupt a speaker.  If the Chair decides that the question is admissible, it must be disposed of before debate resumes on the main issue.

18. Closing the Meeting (B.46)

a)  See 2, 12(a) and 16 above.

b)  When all agenda items have been dealt with, and no other business is forthcoming, the Chair may declare the meeting adjourned.

c)  The Chair may recess a meeting as in 16, or to acquire information, and may suggest adjournment before business is complete.  In the latter event, a proper motion must be put from the floor and carried.

19. Regulations for Open Meetings of the Board of Governors

The Board of Governors of the University of New Brunswick has agreed that its meetings may be open to visitors, particularly members of the academic community, with the following regulations:

a)  The Board reserves the right to hold closed meetings, or to go into closed session, when the nature of its business requires.

b)  Without infringing upon the generality expressed in regulation (a) above, the Board will normally consider matters under the following headings in closed session:  records of individual students; nominations for honorary degrees; budget, finance and property; individual faculty or staff members; collective bargaining; internal Board procedures and policies.

19.b.1  information the confidentiality of which is protected by law, by University regulation or    policy, or in accordance with collective agreements;

19.b.2  personal information, including, but not limited to, records of individual students or information regarding individual faculty or staff members;

19.b.3  the access to or security of particular buildings, other structures or systems, including computer or communication systems, or the access to security methods employed to protect such buildings, other structures or systems;

19.b.4  information the disclosure of which could reasonably be expected to result in a financial loss to the University or prejudice the competitive position or interfere with or prejudice contractual or other negotiations of the University;

19.b.5  the proposed or pending lease, acquisition or disposition of land for a university purpose;

19.b.6  information that could violate the confidentiality of information obtained from the Government of Canada or from the Province or a third party;

19.b.7  information concerning advice or legal opinions provided to the University;

19.b.8  litigation or potential litigation affecting the University, including a matter before an administrative tribunal;

19.b.9  labour and employment matters, including, but not limited to, negotiation of collective agreements;

19.b.10 information gathered in the course of a University or law enforcement  investigation.

c)  The Chair may suggest that items be considered in closed session.  Also, any member of the Board may move, at any time during a meeting, that an item, or items, be considered in closed session.

d)  A tentative agenda shall be posted on both campuses prior to each Board meeting.  The agenda will normally be available at least two days prior to the meeting concerned.  The agenda will indicate which part of the meeting is to be in closed session.

e)  The Chair may invite to a particular meeting or meetings of the Board other persons whose presence would be useful to the deliberations; such invited persons may speak, in accordance with regulation (j) below, but they shall not vote.

f)  Admission, other than by invitation, shall be by application to the Secretary.

g)  Visitors shall maintain decorum at all times.  The ruling of the Chair, in matters of conduct, shall be final.  No person present at Board meetings shall speak or act in a way that will interfere with the orderly conduct of the meeting.

h)  The Chair may require any person who behaves in a manner which is disorderly or which hinders the business of the Board to leave the meeting, and shall have discretion to require all visitors to leave.

i)  Visitors who wish to speak to an item on the agenda shall apply to the Secretary at least 24 hours before the meeting.  The Secretary shall consider such applications and recommend to the Board whether or not permission be granted.

j)  Visitors may speak only upon being recognized by the Chair, and within whatever limits shall be set by the Chair or by the Board.

k)  Representatives of the public and university media must identify themselves to the Board through the Chair.  Photographic and recording equipment may be used only by permission of the Chair.

l)  When the Board resolves to enter closed session, all visitors, unless specifically invited to remain, must leave the meeting immediately upon request by the Chair.

20. Regulations for Closed Meetings of the Board of Governors

a)  No person may attend Closed Sessions of the Board other than Board members, designated staff, and those specifically invited to do so by the Chair.

b)  All information presented, discussion, and decisions taken in Closed Session are confidential and may not be conveyed to persons outside the Board without the permission of the Chair unless published as in (c) or (d) below.

c)  Items for public release will be given to the media only on the authority of the Chair, President, or Secretary.

d)  An edition of the minutes of Closed Session, duly edited for confidentiality, may be made available to persons other than Board members by the Secretary.

e)  The published Closed Session portion of the Minutes should include the issues discussed and the decisions (where these do not breach confidentiality or could not be prejudicial to contract negotiations).  The record should be edited to identify main points of discussion, excluding names to ensure that no member of the Board feels in any way constrained.

21. Regulations for Other Business

An item may be introduced under "Other Business" only if it is:

i)  a notice of motion;

ii)  a matter requiring immediate attention;

iii)  information for the Board.

Such items should be submitted to the Secretary as far in advance of the meeting as possible, and no later than noon of the previous day.

Clear, concise documentation should be provided for category (ii).

22. Regulations for In-Camera Sessions

In conjunction with any meeting of the Board or one of its Committees, the Chair may convene an in-camera session subject to the following procedures.

a)  The purpose of an in-camera session is to provide an opportunity:

i)  for any member who may feel constrained during the meeting in expressing candid views or opinion on a matter pertaining to the Board or the University;

ii)  for discussion of matters affecting Board or Committee effectiveness and efficiency, including, but not limited to:

the quality or sufficiency of information or materials provided for the meeting;

the performance of the Board/Committee and the overall usefulness and quality of meeting;

the performance of management in support of the Board/Committee;

topics or issues to be placed on the agenda for a future meeting;

analysis or preparation needed for future discussion;

Board or Committee development.

b) Matters considered during an In-Camera session shall be for information, questions and discussion and shall be subject to the Board rules on conflict of interest.  No motions shall be permitted during an In-Camera session.

c)  The Chair shall first provide an opportunity for in-camera discussion during the Board or Committee meeting as follows:

i) an In-Camera session held during a meeting shall be limited to the voting members of the Board or the Committee, and others specifically invited by the Chair;

ii)  the in-camera session shall be indicated on the tentative agenda of the meeting;

iii)  an in-camera session held during the meeting will be minuted.

d)  Subsequent to the adjournment of the meeting the Chair may provide additional opportunity for in-camera discussions as follows:

i)  an in-camera discussion involving external voting Board members who are not University employees or students, and any others specifically invited by the Chair;

ii)  where in-camera discussion takes place pursuant to i), an opportunity will be provided for in-camera discussion involving voting members of the Board who are employees or students;

iii)  in-camera discussions pursuant to i) and ii) will not be minuted.

e)  Nothing in these procedures shall prevent the Chair from otherwise meeting with a Board member or group of Board members.

23. Conflict of Interest

In accordance with the Policy with Respect to Conflict of Interest for Members of the Board of Governors (Section 6 of the Board of Governors Handbook), at the time of their initial appointment to the Board and/or Committee, and each year thereafter, Members shall declare in the standard written disclosure statement all the Private Interests and those of their Directly Associated Persons that could affect, or be affected by the deliberations and decisions of the Board and Committees and the objectives of the University.

At the beginning of each Board or Board Committee meeting, the Chair shall identify any conflicts of which he/she is aware.  Members shall review the agenda items to be discussed and shall declare any Conflict of Interest or Duty not identified by the Chair, thereby disqualifying themselves from further participation in the consideration of such matter, question or issue.

Should members be uncertain whether there exists a sufficient Conflict of Interest requiring disqualification, they shall declare their interest in the matter, question or issue and shall be governed by the decision of the Board or committee made by majority vote of those present whether they shall be disqualified from further participation (Motion 13, 4 of 19 November 1981).

Without restricting the generality of the forgoing, members shall not use any information acquired in their capacity as members for purposes of personal financial gain or for the promotion of any personal interests.

Members should consult the Policy with Respect to Conflict of Interest for Members of the Board of Governors (Section 6) for further information on their responsibilities regarding Conflict of Interest.

Board - 17 May 2011

24. Breach of Rules

Should the Board determine that a member is guilty of a breach of these Rules, then the Board may rule that the member shall forfeit the right to be or sit or act as a member of the Board (see Section 38(1) of the Act), and may rule the member's seat to be vacant.  Any motion to this effect must be advised to the member at least 48 hours before the meeting, and decided by a two-thirds majority vote of the members present.

25. Secretary and Records

a)  Under the Act, Section 21(4), "there shall be a Secretary of the Board who shall be appointed by, and hold office during the pleasure of, the Board."

b)  The minutes and all other Board records shall be in the custody of the Secretary, who is responsible for maintaining an index.  A preservation copy shall be retained by the University Archives.  All records are available for inspection to members of the Board on request to the Secretary.  The minutes of the open session and edited sections of closed sessions shall be available to non-members of the Board on request to the Secretary.

c)  No recording of Board debates is permitted except by the Secretary.  Members may listen to the recordings on request to the Secretary, but recordings may not be removed from the Secretary's office.  The recordings may be destroyed six months after the meeting, provided the minutes have been approved.  All other transitory Board records, including drafts of agendas and minutes, and rough notes used in the preparation of the final version of agenda and minutes, may also be destroyed six months after the meeting, provided the minutes have been approved.

d)  The Secretary shall provide every member with a copy of these Rules of Procedure, together with a copy of the Act.

Board - 17 May 2011

Approved by the Board of Governors:  24 November 1988;

Revised:  19 June 2007 (Board Executive); 17 May 2011