Bylaw 5

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Code of Ethics and Professional Conduct for Board Members

Approval History:

Revised and approved by the Vanier College Board of Governors: May 20, 2025

Approved by the Vanier College Board of Governors: June 12, 2007 

 

 

Preamble

The rules of ethics and professional conduct stated in this document are in conformity with the Act respecting the Ministère du Conseil exécutif and other legislative provisions concerning standards of ethics and professional conduct. These provisions complement the rules of ethics and professional conduct already outlined in Articles 321 to 330 of the Quebec Civil Code (and Articles 12 and 20.1 of the General and Vocational Colleges Act (the Colleges Act)). Public order legislative provisions, notably Articles 12 and 20.1 of the General and Vocational Colleges Act, take precedence, in the case of conflict, over the provisions of this by-law.

1. General provisions

1.1 Definitions

In this by-law the following expressions mean:

  • Board member: A member of the Vanier College Board of Governors.
  • Staff board member: The director general, the academic dean, as well as the two faculty members, the professional member and the support staff member of the Board of Governors.
  • Code: The Code of Ethics and Professional Conduct for Board Members of Vanier College.
  • Disciplinary committee: The Disciplinary Committee contemplated in Article 5.01 of the Code.
  • Vanier College: The Vanier College of General and Vocational Education and may also be referred to as the “College”.

1.2 Purpose

The purpose of this Code is to establish rules of ethics and professional conduct governing the Board Members in order to guide their conduct and decision-making, and to:

  1. build, earn and maintain public confidence in the integrity, objectivity and transparency of the College’s administration; and
  2. allow Board Members to exercise their mandate and carry out their duties with confidence, independence and objectivity for the better fulfilment of the College's mission.

1.3 Scope

This Code applies to all Board Members and, in the case of Article 2.03, to former members of the Board of Governors of the College.

2. Duties and obligations of board members

2.1 General

Each Board Member carries out their duties personally. A Board Member may not delegate by proxy or otherwise their duties. A Board Member must carry out their duties with independence, integrity and good faith in the best interests of the College and for the realization of its mission. They shall act with prudence, diligence, honesty, loyalty and assiduity as would any reasonable and responsible person in similar circumstances.

2.2 Duties and obligations while in office

In the fulfilment of their obligations, Board members shall:

  1. respect the obligations laid down in the Colleges Act and the College's constituent charter and by-laws and act within the limits of the College's powers;
  2. avoid placing themselves in situations that constitute a conflict between their personal interest, or that of the group or person who elected or nominated them and their duties and obligations as Board Members;
  3. be guarded in their comments, avoid attacks on other people's reputations and treat other Board Members with respect;
  4. not use College property for their personal benefit or for the benefit of others;
  5. not abuse their powers or use their position unduly to gain a personal benefit;
  6. not directly or indirectly grant, solicit or accept an advantage or benefit of any kind for themselves or other persons from any person who has dealings with the College; and
  7. not accept a gift, a token of appreciation or other advantages other than those customarily granted and of nominal value.

2.3 Duties and obligations after leaving office

In the year following the termination of their mandate, former Board Members shall:

  1. act in such a manner so as not to take any undue advantage of their former position on the Board of Governors;
  2. not act on their own behalf or on behalf of others in relation to a process, negotiation, or any other dealings in which the College is a party. This rule does not apply to Staff Board Members regarding their employment contract; and
  3. not use confidential or privileged information about the College for the personal benefit of themselves or others for as long as that information remains confidential or privileged or until such time as that information becomes publicly available through no action or fault of their own.

2.4 Confidentiality

Information and documentation shared or presented for the purpose of Board activities are confidential until they are made public through a decision of the Board. Board Members shall uphold confidentiality regarding information received for the purpose of the governance of the College, whatever the means of transmission, including but not limited to, information shared electronically and during video or teleconferencing. Board Members have an obligation of confidentiality regarding the content of deliberations of the Board and its committees, subject to article 12 of the Colleges Act.

3. Remuneration

1. Prohibited remuneration

Board members are not entitled to any remuneration for the carrying out of their duties as Board Members. Also, they shall not receive any remuneration from the College other than the reimbursement of expenses, subject to limits and authorizations as set by the Board of Governors or legislative provisions. The above stipulation shall not prevent staff Board Members from receiving their salary and other advantages foreseen in their employment contract.

4. Conflicts of interest

4.1 Objective

The following rules have been drafted to help Board Members understand conflict of interest situations and to establish administrative procedures for Members in such situations, with the aim of serving the best interests of the College.

4.2 General principles

A conflict of interest exists in any situation, either real, potential or perceived that, by objective standards, is of a nature to compromise or likely to compromise the independence and impartiality inherent in the duties of a Member, or in a situation where a Board Member uses or seeks to use their position as a Board Member to receive or acquire an undue advantage for themselves or for a third party.

2. Situations constituting a conflict of interest

Without restricting the meaning of Article 4.2, the following examples are or can generally be viewed as situations of conflict of interest:

  1. a situation where a Board Member has a direct or indirect vested interest in a deliberation of the Board;
  2. a situation where a Board Member has a direct or indirect vested interest in a contract or contract proposal with the College;
  3. a situation where a Board Member, directly or indirectly, would personally benefit from a decision of the College; and
  4. a situation where a Board Member accepts a gift or benefit from a business enterprise which deals or is likely to deal with the College, with the exception of customary gifts of nominal value.

In addition to the rules outlined in Article 4.2, a Board Member is in a conflict of interest in the situations described in Articles 12 and 20.1 of the Colleges Act.

Within thirty (30) days following appointment or election, Board Members shall submit to the Chairperson of the Board a disclosure of their interests in organizations which, to the best of their knowledge, have done or are doing business with the College and disclose, if applicable, any inherent conflict of interest, whether real, potential or perceived.

This disclosure of interests shall be revised and updated annually by the Board Members; and Board Members shall disclose any situation constituting a conflict of interest in the manner and situations outlined in the first paragraph of Article 12 of the Colleges Act.

4.3 Restrictions

In addition to conflict of interest provisions in Articles 4.2 and 4.3 of this Code and the disclosure requirements of Article 4.4, Board Members with a conflict of interest relating to any agenda item under discussion must:

  1. avoid influencing the decision related to it;
  2. withdraw from the meeting while the matter is discussed or voted on; and
  3. abstain from voting.

4.4 The role of the Chairperson

The Chairperson is responsible for the effective running of Board meetings. They are empowered to decide on any question concerning the right to vote at a Board meeting. In the event of a challenge to the right to vote on a resolution, where the matter relates to a conflict of interest, the Chairperson shall hear the representations from Board Members on this issue and make a decision regarding the right to vote. The Chairperson has the authority to intervene, order a Board Member to refrain from voting, and to expel them from the room during the deliberation and vote. The decision of the Chairperson is final.

5. Administration of the code

5.1 Responsibilities

  1. The Secretary General or any other person designated by the Board shall act as Professional Conduct Counsellor. This person is responsible for:

    1. informing the Board Members with respect to the contents and application of this Code;
    2. advising the College and any Board Member on matters related to ethics and professional conduct;
    3. providing the College’s Contract Rules Compliance Monitor (RARC), and/or their delegate, with a list of the organizations disclosed pursuant to Article 4.4 of this Code, for purposes of ensuring best practices in the procurement process;
    4. investigating allegations of irregularity with respect to this Code and reporting findings to the Board of Governors; and
    5. publishing information prescribed by law regarding any conflict of interest cases during the year, and giving an annual report to the Board (and government, if required) outlining the number of cases treated and their follow-up, any infractions considered by the Disciplinary Committee, the decisions of and sanctions imposed by the Disciplinary Committee, as well as the name of any Board Members removed from office, suspended or reprimanded during the course of the year.

  2. The Chairperson is responsible for:

    1. serving as the Chair of the Disciplinary Committee;
    2. ensuring that the Board appoints a minimum of three (3) Board Members to serve on the Disciplinary Committee, should the Board decide to institute such a committee; and
    3. investigating questions arising concerning the application of the Code and reporting findings to the Board.

5.2 Disciplinary committee and sanctions

The Professional Conduct Counsellor must notify the Board of any complaints or of any other irregular situations contemplated by this Code and report the results of any investigation into the matter. Once appointed by the Board, the Disciplinary Committee evaluates the validity of the case and, if warranted, determines the sanction to be imposed.

The Disciplinary Committee must notify the subject Board Member, in writing, of the alleged infraction(s), with reference to the relevant legislative or by-law provisions or those of the Code. Before imposing a sanction, the Disciplinary Committee must give the subject Board Member thirty (30) days to state their case in writing and provide an opportunity to meet with the members of the Disciplinary Committee and be heard.

In the case of an urgent situation requiring immediate action, or in the case of a serious offence, the Chairperson may provisionally suspend the subject Board Member’s mandate.

The Disciplinary Committee must inform the subject Board Member of its decision within thirty (30) days of hearing the subject Board Member or receiving their written response. The only sanctions which may be imposed are a reprimand, a suspension, and/or dismissal from office.

6. Effective date and revision

The Code of Ethics and Professional Conduct comes into effect upon approval by the Vanier College Board of Governors and is to be revised every five years.

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