Bylaw 1

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The General Administration of the College

Approval History:

Revised and approved by the Vanier College Board of Governors: May 20, 2025; November 15, 2019; January 15, 2019; November 24, 2015; June 26, 2012; June 12, 2007; June 14, 2005

Approved by the Vanier College Board of Directors: June 14, 1994

 

 

1. GENERAL PROVISIONS 

1.1 Definitions

In this By-law the following expressions mean: 

  • Act: The General and Vocational Colleges Act (CQLR, Chapter C-29);
  • Board: The Board of Governors of Vanier College of General and Vocational Education1;
  • By-laws: The basic rules relating to the organization and parliamentary procedures followed by the College;
  • College: Vanier College of General and Vocational Education, which may be abbreviated to Vanier College, or CEGEP Vanier College as deemed necessary or expedient, and includes each of its campuses;
  • Board member: A person appointed to the Board of Governors of the College; Minister: unless specified otherwise, the minister designated as responsible for the administration of the Act under article 72 of the Act;
  • Non-Teaching Professional: A person hired in such a role by the College and as defined in the classification plan for non-teaching professionals;
  • Parent: A person recognized as a student’s guardian, or any person who has legal custody of a student;
  • Teacher: Any person hired by the College to teach courses for credit recognized by the Minister and who is not considered to be part of the College's administrative, professional or support personnel, and who may also be referred to as Faculty;
  • Student: Any person registered in a program of college studies at the College; and
  • Support Staff: A person hired in such a role by the College and as defined in the classification plan for support personnel.

1.2 Corporate Seat

The corporate seat of the College is located at 821 avenue Ste-Croix, City of Montreal, borough of St-Laurent (Québec), H4L 3X9 Canada.

1.3 Seal 

The Seal of the College appears at the bottom of the last page of the present By-law.

1.4 Designation

This By-law is designated by the name of "Vanier College By-law Number 1".

1.5 Purpose

This By-law governs the internal administration of the College.

2. THE BOARD OF GOVERNORS

2.1 Composition

The Board of Governors is composed of nineteen (19) members duly appointed or elected in accordance with the provisions of the Act (art. 8).

2.2 Appointment and elections

The Secretary General ensure members are appointed or elected in accordance with the Act and this By-law.

The election process must be initiated within a reasonable delay prior to the expiry of a term or no later than 90 days following a vacancy, with the exception of parent members, for whom elections are held no more than once per academic year.

2.3 Members appointed by the Minister 

The Secretary General is responsible for liaising with the Ministry and providing all required documentation for the appointment of these positions.

The mandate of Board members appointed by the Minister is three years. Their term of office shall not be renewed consecutively more than once.

2.4 Members elected or appointed by the Board

2.4.1 Faculty, non-teaching professionals and support staff members

In accordance with the delays set out in art. 2.2, the Secretary General sends a notice of vacancy and call for nominations in writing sent to the individuals in the staff category concerned. If a position becomes vacant for any reason between June and August, the election process will only begin in September.

Candidates shall be nominated by filling out the nomination form, included in the notice of vacancy, signed by five (5) peers of their same employment category of the College and submitted to the Secretary General by the specified date.

A list of faculty, professionals or support staff is made up from the hiring contracts in effect on the day preceding the day when the notice of election is sent by the Secretary General. The right to nominate, to vote (no vote by proxy) is open to employees of the category as defined in article 1.01 of this By-law.

Subject to an election by acclamation pursuant to the nomination form(s) received, an election may be carried out by means of secret ballot. The Secretary General informs all individuals in the staff category concerned, in writing, of the date of the election and of the election process. This notice must be sent out no later than 5 days prior to the election.

The Secretary General, as presiding officer of the election, appoints two scrutineers to verify the results of the vote.

Elections may take place during a synchronous meeting at which the individuals present who are entitled to vote constitute a quorum, or by way of a polling station, or electronically, as deemed appropriate by the Secretary General.

The election results will be forwarded by the Secretary General to the Minister and to the Board of Governors for information.

The mandate of faculty, non-teaching and support staff members is three years. Their term of office shall not be renewed consecutively more than once.

2.4.2 Student members

In accordance with the timelines set out in Article. 2.2, the Secretary General sends a notice of vacancy to the student association, requesting that it appoints two students one registered in a program of pre-university studies and one in a program of technical studies to be members of the Board, in accordance with the provisions in An Act Respecting the Accreditation and Financing of Students’ Associations.

 When a vacancy occurs between March 1 and September 1, the Secretary General must address such a request within 60 days after the beginning of the Fall semester, provided it is addressed prior to November. The Student Association must give written notice to the Secretary General of the name(s) of the appointed student(s).

The mandate of student members is one year. Their term of office shall not be renewed consecutively more than once.

2.4.3 Alumni members

In accordance with the delays set out in article 2.2, the College publicises an announcement inviting alumni who are not members of the college staff and who completed a program of pre-university studies or a program of technical studies to submit nominations and applications. Applications must include the individual’s curriculum vitae, a letter of motivation and the program and date of graduation from Vanier College.

The Executive Committee or a committee formed for this purpose examines the applications and presents their recommendation to the Board of Governors for final appointment.

The mandate of alumni members is three years. Their term of office shall not be renewed consecutively more than once.

2.4.4 Parent members

In accordance with the delays set out in article 2.2, the College publicises an announcement inviting parents of Vanier College students to submit nominations and applications. Applications must include the individual’s curriculum vitae, a letter of motivation and the program and date of graduation from Vanier College of their child.

The Secretary General, as presiding officer of the election, appoints two scrutineers to verify the results of the vote.

Elections may take place during a synchronous meeting at which the individuals present who are entitled to vote (i.e. parents of Vanier College students) constitute a quorum, or by way of a polling station, or electronically, as deemed appropriate by the Secretary General.

The mandate of parent members is two years. A person who is a member of the Board as a parent of a student at the College shall continue to be a member thereof until the expiry of his/her term even if he/she ceases to be so qualified (R.S.Q., Chapter C-29, art. 10). Their term of office shall not be renewed consecutively more than once.

2.5 Ex officio members

Both the Director General and the Academic Dean shall be members of the Board by virtue of the office they hold.

2.6 Resignation and vacancies

According to article 10 of the Act, a person shall cease to be a Board member upon losing the qualification required for the appointment. A person who is a member of the Board as a parent of a student at the College shall, however, continue to be a member thereof until the expiry of term even if that person ceases to be so qualified.

Any member of the Board, except for ex officio members, may resign by giving written notice to the Secretary General. All vacancies caused by death, disqualification, resignation, or otherwise shall be filled in the manner herein provided in accordance with the Act. It is the duty of the Secretary General to inform the Board of any vacancy which has occurred since the last meeting of the Board.

2.7 Continuance in Office 

The end of term of an appointment does not create a vacancy.

The members of the Board shall remain in office until they are reappointed or replaced (R.S.Q., Chapter C-29, art. 11).

2.8 Responsibility and conflicts of interest 

Board members are obligated to act in accordance with all applicable College By-laws and Policies, including By-law 5: Code of Ethics and Professional Conduct for Board Members. This includes exercising their mandate and carrying out their duties with confidence, independence and objectivity for the better fulfilment of the College's mission.

In the event of a member of the Board missing three consecutive regular meetings of the Board, without cause acceptable to the members of the Board, the Executive Committee may recommend to the Board the removal from office. This recommendation must only be considered in-camera, and the recommendation must obtain a two-thirds favourable vote.

2.9 Records

The Board must maintain at its corporate seat one or more records in which the following must be kept:

  • the original or a copy of its letters patent;
  • a copy of the regulations of the Lieutenant-Governor in Council adopted under the Act and a certified copy of its By-laws;
  • the minutes of the meetings of the Board and the Executive Committee;
  • the surname, first name, address and occupation of each of its members, indicating the date of each member's appointment, the date at which membership was terminated and attaching, whenever possible, copy of the appointment by the Minister;
  • the surnames, first names and addresses of officers and of the administrative staff;
  • debts guaranteed by mortgage, indicating in each case the amount of capital, a brief description of mortgaged property and the names of the creditors, or, in the case of a bond issue, the name of the trustee;
  • budgets and financial statements of the College for each fiscal year.

The Board may rule by resolution on any other entry to be made in its records as well as on the format of these records.

2.10 Secretary General and Secretary to the Board

The Secretary General as defined in the Plan de classification des emplois types et Guide de classement des postes de cadre pour le personnel d’encadrement des collèges d’enseignement général et professionnel, 2022 acts as the Secretary to the Board, unless otherwise determined by motion of the Board.

2.11 Competence

The Board, as a body, exercises the rights and powers of the College as provided by the Act, but as individuals they have no authority except where certain powers have been specifically delegated to them by the Board.

The Board may make a decision regarding any matter which, under the regulations applicable to the College, falls within the competence of the Executive Committee or of an officer. In such a case, the decision of the Board takes precedence over that of the Executive Committee or the officer.

The powers of the Board include:

  • The effective governance of the College;
  • The effective financial management of the College, including the approval of budgets and financial reports;
  • The adoption of a Strategic Plan covering a period of several years following the directions established by the Minister;
  • The adoption of College By-Laws and Policies;
  • The approval of the Director General and Academic Dean’s workplans; and
  • The appointment and renewal of the Director General and Academic Dean.

3. BOARD MEETINGS

3.1 Regular meetings

3.1.1 Frequency

The Board shall hold at least four regular meetings each year, at dates and times to be established by resolution of the Board.

3.1.2 Agenda

The Secretary General prepares a meeting agenda, in collaboration with the Director General and the Chair. Draft Board agendas are submitted to the Executive Committee for information.

The agenda of regular meetings shall include:

  • Consent agenda
  • Reports
  • Business arising from the minutes
  • New business
  • In camera
  • Adjournment

The items under the consent agenda include:

  • Agenda of the current meeting
  • Minutes of previous meetings
  • Graduates
  • Executive Committee report 
  • Any other item deemed appropriate by the Chair

Any Board member can have an item removed from the consent agenda for separate consideration by making the request prior to the adoption of the consent agenda.

3.1.3 Notice of meetings

Notice of regular meetings is sent by the Secretary General to Board members at least five (5) days prior to the meeting.

The notice includes access to the draft agenda and to all supporting documents required for the meeting.

3.1.4 Attendance

Regular meetings of the Board of Governors shall be public. The right of a person other than Board members to speak at Board meetings shall be determined by the Chairperson.

Unless excused by the Director General, the Officers of the College shall be present at all Board meetings.

The Board may inform any person employed by the College that his or her presence is required at any meeting of the Board.

3.2 Special meetings

Special Meetings of the Board are called by the Secretary General upon the request from the Chair, the Executive Committee or upon written request from five (5) members of the Board.

Special meetings are convened by written notice giving the day, time and the agenda of the meeting. This notice must be sent three (3) working days prior to the date of the meeting to all members of the Board.

During the Special Meeting, only those subjects mentioned in the notice of meeting may be discussed, unless all members of the Board are present and in agreement.

3.3 Meeting without notice

A meeting of the Board may take place at any time without notice provided that all members are present or have signed a waiver of the notice of such meeting.

3.4 In-camera

A meeting, or part of a meeting, of the Board of Governors may be held in-camera. A majority vote of those members present is required to proceed, except when matters related to personal evaluations or disciplinary measures are being discussed. In such a case, in addition to Board members, only individuals designated by the Board will remain for the duration of the deliberations.

In-camera period included in regular Board of Governors meetings serve to provide Board members an opportunity to evaluate on a continuous basis the Board’s effectiveness or to address issues requiring discretion and confidentiality. Non-members must exit the meeting.

The content of in-camera deliberations is confidential. The minutes of an in-camera meeting will report only the Board’s decisions, when applicable, as reported by the Chair to the Secretary General.

3.5 Location of meetings

Meetings of the Board are held at the corporate seat of the College unless the Chair of the Board of Governors, or the Director General decides otherwise.

3.6 Quorum

At the beginning of a meeting, a majority of more than fifty percent of Board members in office forms the quorum for meetings of the Board.

3.7 Maintenance of quorum

It is presumed that the quorum which is verified at the beginning of the meeting is maintained throughout the meeting; however, any member may request that the quorum be verified during the course of the meeting. If the Chair officially finds that there is no quorum, the meeting shall terminate and any further deliberations become invalid, but this does not affect decisions made before the quorum was verified.

3.8 Voting

Resolutions of the Board are adopted by a simple majority of those voting for or against a motion, except where procedures dictate otherwise, whether those votes are held during a regular meeting or by electronic means.

The Chair has the right to vote, and in the case of a tie-vote, casts the deciding vote (R.S.Q. Chapter 29, art.14).

No one can be represented or vote by proxy at a Board meeting.

The vote is taken by a show of hands. However, a member may ask for a vote by secret ballot. The Secretary General, or an individual designated by the Board, shall be responsible for counting the ballots.

Unless a ballot has been requested, a ruling by the Chair to the effect that a resolution has been adopted or defeated in an entry in the minutes to this effect constitutes prima facie evidence that the resolution has been adopted or defeated without need to substantiate the number or percentage of registered votes.

Where a vote is to be taken on an issue of such importance that the Board deems it necessary to have the vote of every member, it may authorize a ballot by other means.

3.9 Presence as resource person

The Director General or the Chair may invite any resource person to attend Board meetings in an advisory or informational capacity with respect to one of the items on the agenda.

The officers of the College, who are not members of the Board, may be called to take part in deliberations, but may not vote.

3.10 Minutes of meetings

Minutes of each meeting are prepared and kept by the Secretary General. The draft minutes must be made available to all Board members five (5) days prior to the next meeting and are approved at that meeting.

Once approved by the Board, the minutes of regular Board meeting are made public.

Minutes include the following:

  • Date, location and time of meeting;
  • Names of members in attendance and a declaration of quorum;
  • All proposals considered by the meeting including the amendments, sub-amendments and preamble of such proposals; and
  • The results of all votes.

3.11 Procedure

The Board may pass any resolution to govern the procedures at meetings.

In the absence of rules of procedure for any given question, Robert's Rules of Order apply at Board meetings.

4. OFFICERS OF THE COLLEGE

The Officers of the College are:

  • The Chair
  • The Vice-Chair
  • The Director General
  • The Academic Dean
  • Directors of administrative departments.

The same person may occupy more than one officer position at the College provided that the Chair and Vice-Chair are not the same person.

4.1 The Chair

The Chair exercises the powers delegated to them by the Board. The Chair presides at Board meetings and is the official representative of the College in such cases where it is not otherwise stipulated.

4.2 The Vice-Chair

The Vice-Chair exercises the powers of the Chair in the latter's absence or inability to act and they exercise the powers delegated to them by the Board by resolution.

4.3 Election of the Chair and the Vice-Chair

The Chair and the Vice-Chair must be elected from members of the Board who do not form part of the staff or of the student body of the College. (R.S.Q., Chapter C-29, art.14). The Board shall appoint the Chair and the Vice-Chair once a year at a regular meeting.

4.4 Vacancy: Chair or Vice-Chair

The position of Chair and Vice-Chair becomes vacant:

  • upon termination of the holder’s mandate, resignation, or incapacity of the holder to fulfill their mandate; or
  • when the holder of the office ceases to be a member of the Board.

The Board may decide, by resolution, that the office of Chair and/or Vice-Chair is vacant after the holders of these offices have failed to attend three consecutive regular Board meetings.

In the case of a vacancy in the office of Chair and/or Vice-Chair, the Board must proceed with an election to elect a replacement for the remainder of the year during a regular meeting of the Board following the vacancy.

4.5 The Director General

By virtue of Article 20 of the Act, the Director General is appointed by the Board. This post becomes vacant upon resignation or at the end of a term of office.

The Director General:

  • is responsible for the day-to-day administration of the College including its sound financial management;
  • is Chair of the Executive Committee (CSQ, Chapter C-29, ar. 16);
  • ensures that resolutions of the Board and the Executive Committee have been carried out;
  • coordinates all services and maintains communication with all levels of personnel;
  • is ultimately responsible for the internal and external public relations of the College;
  • acts on behalf of the Board in all matters related to the hiring, dismissal, suspension, disciplining, transfer, promotion or demotion of the personnel of the College; and
  • exercises the powers and carries out the duties assigned by the Board through resolution.

4.6 The Academic Dean

By virtue of Article 20 of the Act and under the authority of the Director General, the Academic Dean:

  • is the Chair of the Academic Council (CSQ, Chapter C-29, ar. 17a);
  • leads and manages all the activities of the academic sector;
  • oversees the improvement and development of the academic life respecting the College’s stated Mission, Values and Vision and considering the College’s multi-annual Strategic Plan;
  • ensures the quality of education;
  • is responsible for the implementation of the Student Success Plan and all regulations, by-laws and policies related to the academic;
  • exercises the functions and powers of the Director General when the Director General is absent or if the latter is unable to act (CSQ, Chapter C-29, art. 20);
  • carries out the duties assigned by the Director General; and
  • exercises the powers and carries out any other duties that the Board has assigned by resolution.

4.7 Directors of administrative departments 

Directors of administrative departments are appointed by the Board of Governors upon recommendation from the Director General.

Directors of administrative departments:

  • Plan, organize, manage, coordinate and evaluate the activities under their respective responsibilities;
  • Ensure the application of policies and by-laws under their sector’s responsibility; and
  • Accomplish any other task within the scope of their mandate assigned by the Director General.

4.8 Removal from office

Subject to the provisions of the Act and the Règlement déterminant certaines conditions de travail des hors-cadres des cégeps and other applicable policies, the Board may, by resolution adopted by two-thirds of those eligible to vote at a special meeting duly called to this end, remove from their post, for clear and just cause, any and all officers of the College. The officers subject to the revocation procedure herein shall be precluded from voting.

Before undertaking such an action, the Board will have assured that the officer or officers in question have been advised in writing of the difficulty and have been given adequate time to resolve the problem after a fair hearing by the Board.

All Board decisions on the matter have to be explained in writing to the persons removed from office, and according to the provisions of appropriate regulations and local agreements.

4.9 Delegation of powers

The Board may delegate by resolution, in whole or in part, to an officer of the College, the powers of another officer other than the powers of the Chair, the Vice-Chair, the Director General or the Academic Dean.

The Board, by resolution, also may appoint any person to fulfil the powers and duties of an officer, in the event of the officer's absence or inability to act. However, the powers and duties of the Chair and Vice-Chair can only be fulfilled by a member of the Board, who, according to the Act, is qualified to hold such an office.

The Board, by resolution, may establish committees to advise it on various matters.

5. EXECUTIVE COMMITTEE

5.1 Membership

As per Articles 16 and 19 of the Act, the Director General is an ex-officio member of the Executive Committee and shall preside over it.

The Executive Committee is made up of the following five members:

  • The Director General;
  • The Chair;
  • The Vice-Chair
  • Two Board members, one of whom shall be from among those members who do not form part of the staff or student body of the College.

Members of the Executive Committee are elected by resolution of the Board once a year. The Board shall, however, at any other time during the year, fill any vacancies on the said committee which may occur thereafter (R.S.Q., Chapter C-29, art. 16).

5.2 Chair of the Executive Committee

The Director General of the College serves as Chair of the Executive Committee. In case of absence or inability to act on the part of the Director General, the Academic Dean, or the Director General’s delegate in the case of the absence of the Academic Dean, shall exercise the duties and powers of the Chair of the Executive Committee.

The Chair has the right to vote, and in the case of a tie-vote, casts the deciding vote.

5.3 Secretary to the Executive Committee

The Secretary General as defined in the Plan de classification des emplois types et Guide de classement des postes de cadre pour le personnel d’encadrement des collèges d’enseignement général et professionnel, 2022 acts as the Secretary to the Executive Committee, unless otherwise determined by motion of the Executive Committee.

5.4 Responsibility

A member of the Executive Committee who misses three consecutive regular meetings of the Executive, without cause acceptable to members, may be recommended by the Board for removal from office.

5.5 Vacancy

All members of the Executive Committee cease being members of the Executive Committee when they are no longer members of the Board. A member can resign from the post by informing the Secretary General in writing of his or her intention, stating the effective date of the resignation.

5.6 Meetings

The Executive Committee can decide by resolution the date and time of its regular meetings but it must hold at least one regular meeting every four months. The Director General or three members of the Executive Committee can call a meeting.

Notice of a Special Meeting is given by the Secretary General at least twenty-four (24) hours before the meeting. The notice can be transmitted by electronic means.

5.7 Attendance at Executive Committee Meetings

Executive Committee Meetings are not public, however when appropriate, the Chair of the Executive Committee may invite any person.

5.8 In-Camera Meeting

Article 3.04 of this By-law shall also apply to the meetings of the Executive Committee.

5.9 Quorum

At the beginning of a meeting, a majority of more than fifty percent of Executive members in office forms the quorum for meetings of the Executive Committee. The only exception is the special summer approval procedures where the quorum is reduced to (2) members.

5.10 Concordance

Articles 3.13, 3.3, 3.7, 3.8 of the present By-law apply mutatis mutandis to the Executive Committee.

5.11 Communication with the Board

A copy of the minutes of the Executive Committee is included in the next Board package.

5.12 Powers

The Executive Committee:

  • The Executive Committee acts as the Finance and audit committee of the College. In this regard, it receives and verifies on a regular basis the status of the budget. The Executive Committee makes recommendations, for adjustments as appropriate to the Director General or to the Board of Governors;
  • In matters related to financial management, exercises the powers described in By-law 4 concerning the Financial Management of the College; Reviews and approves the College staffing plan on an annual basis;
  • After a recommendation of the Selection Committee, approves the nominations of all directors of administrative departments;
  • The Executive Committee shall have those powers set out in the Act and by by-law, and it shall fulfil those mandates conferred from time to time by resolution; and
  • The Executive Committee has the power to designate specific officers of the College to sign on behalf of the College any contracts, documents and instruments of any nature whatsoever, including bonds, debentures, securities, banking documents and resolutions, agreements, contracts with any bodies, institutions or individuals, the whole as it may deem to be within the general pursuit of the objects and purposes of the College.

5.13 Summer approval procedures

The Board of Governors can by resolution delegate special summer approval procedures to the Executive Committee.

A report of these decisions will be forwarded to members of the Board at the first Autumn meeting.

6. CONTRACTS

6.1 General

Any contract or other document requiring the signature of the College must respect the provisions set forth in By-law 4: The Financial Management of the College and in By-law 9 Concerning Procurement Contracts for Goods, Services and Construction.

In cases not covered by either of these By-laws, a resolution from the Board of Directors is required to delegate signing authority to a College Officer.

6.2 Legal procedures

The Secretary General or any other person authorized by the Director General may represent the College for the purposes of answering subpoenas, writs of seizure by garnishment, affidavits in support of legal proceedings and proceedings of a like nature.

ARTICLE 7 - BY-LAWS AND AMENDMENTS

7.1 By-laws

"The college shall forward to the Minister upon adoption, a copy of every by-law or policy it must establish under the College Education Regulations or the regulations of the Minister, and of every amendment made thereto; the same applies to every by-law made under section 19", of the Act. (R.S.Q., Chapter C-29, art. 19.1)

7.2 Amendments

By-laws may be amended only after a minimum of fifteen (15) days prior written notice or an announcement at a Board meeting, and by a vote of no less than two-thirds (2/3) of the members of the Board holding office at such time.

8. THE ACADEMIC COUNCIL

The Board shall establish an Academic Council and determine its composition by by-law (R.S.Q., Chapter C-29, art. 17).

9. PROTECTION AND INDEMNIFICATION OF BOARD MEMBERS

Members of the Board of Governors, when acting in good faith and within their powers and jurisdiction, shall be protected and indemnified from/for any claim including legal expenses incurred, resulting from the exercise of their functions as members of the Board or within the mandate conferred upon them by the Board.

10. AMENDING CLAUSE

This By-Law replaces all previous versions of By-Law Number 1 on the General Administration of the College.

This By-Law shall be reviewed within a maximum of five years from the time it was last adopted by the Board of Governors.