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The official version of this document is housed with the University Secretariat. In the event of a discrepancy, the official version will prevail. A printable .pdf version [3] of this document is available.

Executive Committee Terms of Reference

Approving Authority:  Board of Governors
Original Approval Date: July 1, 1989
Effective Date:  June 19, 2024
Date of Most Recent Review: June 19, 2024
Previous Reviews: June 23, 2021

1. Mandate

In accordance with the University of Guelph Act, 1964 (as amended), the Executive Committee is empowered to exercise executive authority and act for the Board of Governors between regular Board meetings on all matters except those matters reserved for the Board below, or otherwise by resolution or bylaw. 
The committee will be convened only to address emergent or time sensitive non-material issues, or in other exceptional circumstances where it is not feasible to convene the full Board. 

2. Items Reserved for Approval of the Board of Governors
The following items are reserved for approval of the full Board of Governors and may not be approved by the Executive Committee: 

2.1.  Appointment or dismissal of the President & Vice-Chancellor   

2.1.1.  In extraordinary circumstances the Executive Committee may make an interim appointment for a maximum duration of 30 Days 

2.2.  Appointment or dismissal of a Vice-President or the Secretary

2.2.1.  In extraordinary circumstances the Executive Committee may make an interim appointment for a maximum duration of 30 Days 

2.3.  Changes to the mission or purposes of the institution 

2.4.  Appointment to or removal from the Board of Governors 

2.5.  Appointment to or removal from the position of Chair or Vice-Chair of the Board of Governors 

2.6.  Amendments to the Bylaws of the Board of Governors and recommendations to amend the University of Guelph Act

2.7.   Sale or other disposition of real estate and other tangible property 

2.8.  Approval of contracts, expenditures, agreements and the like with a total value of two (2) million dollars or more

2.9.  Issuance of debt obligations

2.10.  Approval or revision of the annual budget

2.11.  Approval of audited financial statements or appointment of the auditor

3. Membership

3.1.  The committee shall be comprised of the following:

3.1.1.  Regular Voting Members

•    Chair of the Board of Governors, who shall serve as Committee Chair

•    Vice-Chair(s) of the Board of Governors

•    The chair of the Governance Committee or, if the chair of the Governance Committee is otherwise entitled to membership, another committee chair appointed by the Board.

•    One (1) faculty, staff or student member of the Board with preference given to the longest serving internal member unless unable or unwilling to serve

•    President & Vice-Chancellor

3.1.2.  Non-Voting Members

•    University Secretary 

•    Committee Chair(s): Where identified, the Committee Chair(s) with primary responsibility for the matter(s) under consideration shall be invited to attend.     

3.1.3.  All regular voting members shall concurrently be members of the Board of Governors and a majority of the voting membership of the committee shall be comprised of external members of the Board. 

4. Rules of Order

4.1.  Notice 

4.1.1.  Meetings may be called by the Chair or any two (2) other regular voting members

4.1.2.  The Board and the Committee(s) with primary responsibility for the matter(s) under consideration shall be informed of the actions of the Executive Committee as soon as reasonably possible. 

4.1.3.  If a matter considered by the Executive Committee would normally have been considered in an open session meeting of the Board, the Secretary shall provide public notice of the decision(s) taken by the Committee as soon as reasonably possible. 

4.2.  Written Resolutions

4.2.1.  The Committee shall not, normally, transact by written resolution except to approve its minutes. 

4.3.  Quorum

4.3.1.  A quorum for the transaction of business at meetings of the committee shall consist of the entirety of the regular voting membership.

4.4.  Terms of Reference 

4.4.1.  The Governance Committee shall review the terms of reference of the Executive Committee at least every three years.