An initial analysis of the BOG's response to the EGRC report, as seen in their Amendments to Concordia's By-Laws
Look, as I'm sure you can all guess already from the title: This is gonna be an Exciting post!!!!! Seriously though. I spent my time analyzing how well the Board of Governor's proposed amendments to Concordia's by-laws match up to the recommendations made by the External Governance Report Committee, so I thought I might as well post it. Obviously not a topic of general interest, but something which interests me. So everything is under the break, and I recommend you not look into it! Cause it. is. Dry!
In analyzing the response of the BOG to the EGRC report, as seen in the Institutional changes proposed in an updated set of Concordia By-laws, it is important to keep one very important concept in mind, namely the purpose itself of these institutional changes. The EGRC report makes concrete recommendations on how to improve the functioning of the BOG, but the purpose of these changes is in the interest of also changing the Culture of the university, particularly relating to the interaction of its varying governance bodies. This means that reforms to institutional forms and procedures are only a small step towards closing that “credibility gap” incurred by the Board over the last several years. That change will take Much longer, and institutional reform can only be the first step towards it. Thus no matter how promising (or not) changes in the by-laws might seem, it will always be the implementation of these, and the factual practices of the Board itself, which will be the true test of whether this muddy chapter of Concordia history truly serves to change the Culture of the institution.
To begin, I have simply attempted to summarize some of the interesting changes brought to the By-Laws, particularly those which are not directly related to the recommendations in the EGRC report. Following that I have laid out the 27 Recommendations which were impacted by these institutional changes (Essentially those relating to the BOG and the office of the President, while those intended for the Senate were left aside by this round of reforms, thus are not included) and attempted to find where and how those recommendations are enacted (or not) in these proposed amendments.
Overall it seems as though the core of the suggestions for the BOG from the EGRC report are faithfully included in these amendments. However there are several small dodges included which will be very interesting to see play out. The language used seems to leave enough wiggle-room for the Board to theoretically maintain their autonomy of action. (read: their lawlessness.) In particular, the vast majority of recommendations intended for the office of the President seemed to have been left on the side. Thus any effort to strengthen the office of the President seems to have been put on hold. Whether this is intentional because the Board wanted to focus first and foremost on their own institution and leave it for a further date, or whether it is intentional because they simply do not wish to have a strengthened office of the President is, obviously, unclear.
As stated at the beginning though, these changes can only possibly be seen as a beginning. Obviously such efforts to reform their institution on the behalf of the board should only mean that they are observed in the future with even More scrutiny, to see whether this is a light and smoke kind of show, or a substantial desire to change their Actual practices and methods to close that aforementioned “Credibility gap”. Only time and vigilance will tell. There are important differences in almost every implementation of the recommendations, and for those included almost verbatim from the EGRC report, they are vague enough that implementation will have to watched closely.
This is merely a preliminary analysis, produced in a couple days of short work. A more informed approach could be taken to contrast these changes more fully against the original documents (particularly the procedures for board meetings, and for appointments of senior administrative staff) and against the backdrop of actual historical practices and their relationships to the old and revised document of the by-laws themselves. Obviously such an analysis would require much more time, and ideally a better knowledge of the practices of the Board itself up to date.
Anyway, enjoy some dry institutional wrangling!
General changes in language, such as updating the “Act of Incorporation” to the “Concordia University Act”, capitalizing all instances of the words Committee and Committees,
Article 3: Additional Officers of the University specifically stated: The Vice-President, Research and Graduate Studies, The Vice-President, Advancement and Alumni Relations, The Chief Financial Officer,
The Chief Communications Officer. Eternal-Relations becomes Institutional Relations, and the office of the Vice-President of Finance is eliminated. The ability to name any other officers which the BOG sees fit is retained.
Article 18: Changes Quorum for all Special Meetings of the Corporation to 75% of its members, as well as motions in general meetings requiring 60% or 2/3rds votes to be carried. (Seem like positive changes to ensure more members of the corporation are present for important matters.)
Article 29: Number of Meetings of the BOG changed from once a month to 5 times a year.
Article 32: Establishes the same 75% Quorum requirements as for the Corporation in Article 18.
Article 36: Establishing the broad powers of the BOG is left intact, powers given are Illustrative.
Article 37: Gives examples of the board’s powers, and re-iterates their illustrative nature.
j): “to approve the criteria for evaluating the Board's performance;” (interesting note, the board decides the standards by which its own performance is measured.)
u): Continues to grant the BOG power to establish the Senate. (A continued knock to bicameralism, or a necessary inclusion as the Charter cannot yet be altered to establish it?)
z) It is now the BOG itself who has the power to remove one of its own members, rather than the Corporation. (Interesting, but meaningful? BOG Appoints members of Corporation, Corporation appoints members of the Board. It’s like the Holy Roman Empire up in here!)
Article 39: Establishes the Standing Committees of the Board, changing the total number from 14 to 9, with some committees changing names, and others being rolled into new ones altogether.
Article 46 – 54: Lays out the explicit roles and duties of each Committee, their assigned responsibilities. However Article 45 seems to state that these assigned duties remain only illustrative, since additional responsibilities can be given to them by the Board at any time, and that they “shall perform any such tasks as may be deemed necessary to carry out their respective mandate and responsibilities.”
Section 11, Articles 55-68: Dealing with the Senate remain substantially unchanged, pending the decisions which Senate itself makes towards the EGRC report and its recommendations towards them. Thus, under these new By-Laws, Senate remains subsidiary to the BOG. Some small changes in language to harmonize with new titles, changing of Articles to match new ordering. The biggest change is in Article 65, in which an additional Standing Committee of Senate is added, the Library Committee.
That the Board of Governors be composed of not less than 60% external members and not less than 35% internal members. (rolled into R3)
That the composition of the Board of Governors be reduced to twenty-five members, fifteen external and ten internal.
Article 22: Sets BOG to 25 members. Establishes what constitutes an internal and external member.
That the status of non-voting observer on the Board be abolished in the By-laws.
Article 23: BOG retains the Chancellor and the Secretary-General as non-voting observers.
That the ten internal members be the President, five full-time faculty, one part-time faculty, two students and one staff member.
Article 23: Sets quotas for members from each community internally, and number of external members.
15 External members: 13 Community-at-large nominated by Governance and Ethics Committee, 2 nominated by Alumni Associations
10 Internal Members match those given in R5, added an additional Alternate Governor for Undergraduate Students. This alternate can replace the original appointee, and has “the right to be present but not to speak at the closed sessions of all regular and special meetings at which the Governor is in
attendance.” (Some ambiguity here… also limits the ability to split the two undergraduate students between different committees in closed sessions?) Possibly resolved in Article 41: “The Alternate
Governor elected under Article 23 g) shall be considered as an internal Governor for the sole purpose of the membership of the Standing Committees of the Board.” Seems to say that the Alternate Governor will be treated as an additional Governor for sake of appointments to Committees.
That in choosing its external members, the Board consider the diversity of skills required and the need for some representation from alumni. It should also strive for a reasonable balance among members with experience in business, non-profit organizations, the professions, fine arts, and the public sector.
Article 23: “A variety of experience and expertise profiles must be sought in appointing members of the Board of Governors in order to enable the Board to exercise its functions properly.” (No explicit mention of what that constitutes, such as coming from different communities, etc.)
That membership on the Board of Governors, whether by appointment or by election, be limited to no more than two terms of four years each, with the exception of students who shall be limited to two one-year terms.
Article 24: President is member of BOG for length of term. All other members, other than the student members, serve for 3 years and can be reappointed twice. (Making for a total of 9 years?) If a governor serves 2 years or less (6 months for students), that does not count as a term in their number of reappointments.
That in the specific case of the Chair, the term limit for Board membership be extended to not more than twelve years, including the time spent as Chair.
Article 24: Chair may serve 2 terms as such, previous terms on board are not taken into account.
Article 24: “Governors shall remain in office until replaced by their successors.” (Sensical, but also an interested loophole for extending terms “if a replacement cannot be found”.)
That membership terms on the Board of Governors be staggered so that only a limited number of Board members retire in any one year.
Article 23: “Membership terms on the Board of Governors shall be staggered so that only a limited number of Board members retire in any one year.” Inserted word for word into the By-laws, the implementation will have to wait to be seen, especially with the changes to the composition & size of the board delayed until July 2012.
That the proposed term limits be embedded in the University’s By-laws rather than, as at present, in a guideline, and that these provisions be strictly enforced.
Embedded in Article 24 of By-Laws, enforcement is to be seen.
That the University find significant ways to continue the involvement of its former Board Members in the life of the University, such as service on Board committees or the creation of a “Conseil des Sages.”
(In no way mentioned, alluded to, or referenced in By-Laws.)
That the number of Vice-Chairs be set at two and that they be elected by the whole Board, one from among its external members and one from among its internal members.
Article 3, a): Sets the number of Vice-Chairs at “No Fewer than Two Persons”, “one of whom shall be an internal Governor”.
That the Executive Committee be composed of the Chair of the Board, the two Vice-Chairs, the President, one internal Board member, and two external Board members.
Article 49: Matches this proportion exactly. Although it gives them as the minimum number of members, leaving room for additional Governors being appointed.
That the Chair and the President be the only members of the Executive Committee who are also members of the Governance and Ethics Committee.
Article 51: Explicitly establishes this recommendation.
That the Audit Committee, appropriately limited to external members of the Board, be distinct from the Finance Committee which should include internal members.
Article 47: Audit Committee is composed only of External Members.
Article 39: Audit & Finance Committees kept separate.
That all Board committees, including the Executive Committee, report on a regular schedule to the full Board.
Article 45: “All Committees shall report to the Board, through their Chair, at the regular meetings of the Board.”
That the practice of seemingly extending Board meetings for external members only be abandoned.
That those items on the Board’s agenda which have to be discussed “in camera” be put as much as possible at the end of the agenda.
R 17 & 18: The “SUMMARY OF PROCEDURES AT BOARD MEETINGS AND RULES OF ORDER” attached to the revised by-laws seems to be totally unchanged. Thus, if any change is to happen on these practices it will be in practice. Clearly they were not formal procedures, however they also did not see fit to produce institutional or formal solutions to explicitly contravene such practices.
That the President be the face of the University to the Board and that any contacts between individual Board members and other administrators be limited to those directly sanctioned by and arranged through the President.
Article 45: Seems to explicitly contravene R19: “Any Committee may call any official of the University to its meetings to deal with a particular subject.”
And again in the Summary of Procedures, Section B: “Committees shall consult with appropriate members of the University”. No mention of an intermediate role for the President is added.
That the Board of Governors develop, in partnership with the senior administration, a substantial professional development program for all members of the Board.
Article 23: “Governors must be willing to participate in orientation and ongoing training
programs to enable them to fulfill their mandate.” Although not specific over what these would constitute, still embedded in by-laws. Must be seen in practice.
That the Board of Governors produce an Annual Report documenting its major decisions and activities and that it be published on the University’s website.
Article 37, c): “to approve the University's budgetary estimates, annual budget, capital plan, financial statements and annual report;” (The only mention of an Annual Report inserted into the new by-laws, should require it’s production? Is only given as an example of the board’s responsibilities and powers.)
That in and for the immediate future, the amendments to the Rules and Procedures for Senior Administrative Appointments regarding the presentation of candidates recently brought forward by the board’s Ad Hoc Governance Review Committee be adopted for the selection of Concordia’s next President.
(Those amendments are here presented, I assume.)
That, in the longer term, the Presidential Search Committee be chaired by the Chair of the Board and be composed of a majority of Board members, internal or external.
Senior Administrative Appointments, Point 70: So alters the Search Committee. Establishes the Chair of the Board as Chair of the Committee, and changes Ecternal Board Members on the Committee from 2 to 7. Meaning they represent 8 out of 15 members of the Search Committee. Full-time Faculty reduced from 5 to 3, Part-time, Staff, and Student representation remains unchanged.
That within the process for the selection of the Concordia’s President, the practice of a presentation to the University community by the short-listed candidate be abandoned.
Senior Administrative Appointments, C.9: Eliminates the shortlist & Presentation. Thus the Search Committee selects their preferred candidate, and simply presents them to the full board for approval.
That the President have the prerogative of determining those members of the senior administration whose assistance is necessary for any given issue at any Board meeting.
(Not addressed at any point in By-Laws or in the Summary of Procedures for Meetings of the Board.)
That the Rules and Procedures for Senior Administrative Appointments be modified to expressly state that all relevant search committees be advisory to the President and that the President have the sole responsibility to recommend to the Board the appointment of all senior administrators.
Rather than being present in that document, though it was amended, the only allusion to this is in the By-Laws, where it is stated in Article 3, b) that Appointments other than “Chancellor, the Deputy Chancellor, the Chair of the Board of Governors, the Vice-Chairs of the Board of Governors and the President and Vice-Chancellor are proposed by the President and Vice-Chancellor and approved by the Board.” However this Should mean that the Board is only responsible for the those positions here listed.
Does it truly accomplish what this Recommendation suggests?
That an incoming President be expressly granted the right to review the mandates and the appropriateness of his or her immediate staff as well as that of the Vice-Presidents and be free to use the current policy to bring any of their terms of office to an end within a year.
(Nowhere mentioned or alluded to in any proposed changes in any of the documents.)
That informal advisory groups within the senior administration not be characterized as part of the governance structure.
(Not brought up in any changes to any of the Documents. A cultural shift rather than an institutional one?)
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