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Wilfrid Laurier University Students' Union Meeting of the Board of Directors Location: WLUSU Boardroom, 2nd Floor FNCC Date: August 25, 2012

Start

Agenda Item

Type

Person

1:00PM Call to Order 1:01PM Adoption of Agenda Adoption of the Consent Agenda Adoption of the Minutes - August 12, 2012

adm Chair Pryce D Chair Pryce

1:01PM 1:01PM 1:03PM

1:01PM Regrets 1:03PM Comments from the Chairman of the Board & CGO 1:05PM Comments from the President & CEO

adm Chair Pryce fi Chair Pryce fi President Onabolu

1:05PM 1:20PM 1:35PM

1:20PM EL & End Interpretations of the President 1:35PM GP Interpretations of the CGO 1:40PM Policy Change Letter

1:40PM 1:50 PM 2:00PM 2:05PM 2:10PM Total

Duration

1:00PM 1:00PM

1:50PM 2:00PM 2:05PM 2:10PM 2:10PM 1hr 10min

Monitoring Report - EL#1, EL#2d & EL#2e Monitoring Report - GP#2h New Business & Announcements Incamera - Board Meeting Self-Evaluation Adjournment

D D D

President Onabolu Chair Pryce Chair Pryce

D D

President Onabolu Chair Pryce

adm Chair Pryce

The Ends of the Students' Union The Organization exsits to represent the primary stakeholders, the students of Wilfrid Laurier University, and to provide them with a holistic university experience and an enhanced student life. The costs of these benefits will be justified by the results. Students will benefit from: Representation and advocacy to parties internal and external to the University with a focus on student success A safe, sustainable, and empowering environment Diverse social interaction. Products and services that cater to the financial needs of students


Wilfrid Laurier University Board of Directors Sunday, August 12th, 2012 WLUSU Boardroom, 2nd Floor FNCC Board Meeting Present:

Matt Casselman, Sebastian Dudek, Jordan Epstein, Ryan Neufeld, Caleb Okwubido-Williams, Jon Pryce, Kate Stevenson, Jennifer Taborowski, Jeff Vincent, Seth Warren, Michael Onabolu

Regrets:

Alicia Appleby, Jazz Clement, Scott Fleming, Hannah Lee, Deanna Sim

Guests:

Tash Hatkoski, Josh Proksch, Maggie Schaeffer, Chris Walker

1.

Call to Order The meeting was called to order at 12:18pm

2.

Adoption of Agenda The Agenda was passed by consent with a friendly amendment to edit adopt to accept July 28th minutes were passed by consent

3.

Comments from the Chair

4.

Comments from President

5.

Continue Reviewing the Policy Document

MOTION 1 (Vincent/Dudek): To replace Chair Pryce with Vice-Chair Epstein In Favour: 9 Opposed: 0 Abstained: 0 Motion passes unanimously

Wilfrid Laurier University Students’ Union Board of Directors Meeting


AMENDMENT A (Dudek/Taborowski): To reject changes to the GP 2a global statement, but to amend, proactively rather than reactivity, to include, especially in policy development In Favour: 9 Opposed: 0 Abstained: 1 Motion passes AMENDMENT B (Taborowski/Vincent): To include in GP 2a, Ensure that Robert’s Rules of Order newly revised, 11th Edition is used in the facilitation of Board meetings In Favour: 8 Opposed: 0 Abstained: 1 Motion passes AMENDMENT C (Warren/Dudek): To amend GP 2f.3 (Board Committee Principles) to read, Avoid exercising authority over, and directly dealing with staff operations In Favour: 8 Opposed: 0 Abstained: 1 Motion passes AMENDMENT D (Dudek/Warren): Reconsider the amended decision from the July 28th meeting for E#1.4 to read, Products and services that cater to the financial needs of students In Favour: 8 Opposed: 0 Abstained: 1 Motion passes AMENDMENT E (Pryce/Dudek): To change GP 2c.2 to read, Ensure all Board documents and filing are accurate, current and timely In Favour: 8 Opposed: 0 Abstained: 1 Wilfrid Laurier University Students’ Union Board of Directors Meeting


Motion passes AMENDMENT F (Warren/Okwubido): To revert EL 2i.3 to its original form, allow the membership to be unaware of environmentally friendly lifestyle choices In Favour: 7 Opposed: 1 Abstained: 1 Motion passes MOTION 2 (Stevenson/Warren): To approve the Comprehensive Policy In Favour: 8 Opposed: 0 Abstained: 1 Motion passes MOTION 3 (Taborowski/Dudek): Remove Chair Epstein and replace him with Director Pryce In Favour: 8 Opposed: 0 Abstained: 1 Motion passes 6.

Announcements and New Business

MOTION 4 (Vincent/Epstein): To adjourn In Favour: 9 Opposed: 0 Abstained: 0 Motion passes unanimously .

Adjourn

fi, For Information Wilfrid Laurier University Students’ Union Board of Directors Meeting


fd, For Discussion D, Decision required adm, Administrative task The preceding reflects an accurate and complete record of the proceedings at the aforementioned meeting of the WLUSU Board of Directors. Date Signed:

Date Signed:

__________________________ Jon Pryce Chair of the Board & Chief Governance Officer 2012-13 WLUSU BOD

Wilfrid Laurier University Students’ Union Board of Directors Meeting

__________________________ Jordan Epstein Vice-Chair of the Board 2012-13 WLUSU BOD


President’s Interpretations Contents EL#2d – Financial Conditions and Activities .................................................................................................. 2 EL#2e – Financial Planning and Budgeting.................................................................................................... 8 EL#2g – Communication and Support to the Board ................................................................................... 11 EL#2f – Asset Protection ............................................................................................................................. 16 EL #2j – Hiring Practices – Unpaid Staff ...................................................................................................... 21 EL#2k – Lobbying and Advocacy ................................................................................................................. 24 EL#2l – General Meetings and Elections ..................................................................................................... 27 EL#1 – Global Executive Constraint ............................................................................................................ 30 EL#2c – Compensation and Benefits ........................................................................................................... 31 EL#2m – Transition of Staff ......................................................................................................................... 34 EL#2b – Treatment of Staff ......................................................................................................................... 36 EL#2a – Treatment of Consumers ............................................................................................................... 39 EL#2i – Environmental Sustainability .......................................................................................................... 42 EL#2h – Executive Succession ..................................................................................................................... 45


EL#2d – Financial Conditions and Activities With respect to the actual, ongoing financial condition and activities, the President may not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in Ends policies. The President will not: 1. Expend more funds than have been received in the fiscal year to date unless the Board’s debt guideline (point #2 below) is met. CEO INTERPRETATION:

I interpret “shall not expend more funds than have been received” to mean that at no point in the year do expenses exceed revenues unless in compliance with section 2 of this policy. “Revenues” are inflows of assets from delivering or producing goods, rendering services or other activities provided by the business operations and services to students that require payment. “Expenses” are the outflows of assets that are required to effectively deliver the aforementioned business operations and services to students. Operational Definition Compliance will be demonstrated when: a) All financial records quantitatively confirm that the expenses to not outweigh revenue at any point in time during the fiscal year. EVIDENCE: 1. Bank Reconciliation at… 2. Incur debt in an amount greater than can be repaid by certain and otherwise unencumbered revenues within: a. 120 days or prior to the expiration of the President’s term, whichever is sooner, during periods 5-13. b. 160 days during periods 1-4. CEO INTERPRETATION: I interpret “debt” to be any payables of the WLUSU which are not financed by operating revenue from the current fiscal year. I interpret “certain and otherwise unencumbered revenues” to be income that will unquestionably be received within 120/160 days, and is not required or committed for payment of other expenses. These interpretations are consistent with advice from our auditor. Operational Definition Compliance will be demonstrated when: a) All financial records quantitatively confirm that no debt is incurred in an amount greater than can be repaid by certain and unencumbered revenues within a) 120 days or prior to the expiration of the President‟s term, whichever is sooner, during periods 5-13 or b) 160 days during periods 1-4.


EVIDENCE:

1. Due to the fact that we have a positive balance in our bank account including considerations of pending accounts payable, we are able to conclude that we are not incurring more debt than can be repaid. 2. For further evidence see Appendix B 3. Use any restricted reserves. CEO INTERPRETATION: I interpret “restricted reserves” to mean reserve funds that are specifically designated by the Board. These reserve funds have strict guidelines on how they should be spent, will be separately invested and accounted for, and will not be used for other expenditures. The reserve funds in this case are the Health and Dental Reserve and Sustainability Fund (also known as the Green Fee). As defined within the OPA, “The Green Fee” shall mean the fee collected annually to support the Union‟s environmental initiatives, as established by the Unions bylaws. This reserve will no longer collect funds as a replacement “Sustainability Fee” has been created to support the University‟s environmental initiatives through the 2009 referendum question. “The Health Plan” shall mean the Undergraduate Student Health Plan administered by the Union; “The Dental Plan” shall mean the Undergraduate Student Dental Plan administered by the Union. Operational Definition Compliance will be demonstrated when: a) There is no use of restricted reserves unless specifically directed by the Board EVIDENCE: 1. Restricted reserves (Health & Dental and Environmental Funds) have not been accessed in 20082009 and 2009-2010 (in Accrued Payables) i. For further evidence see Appendix 4. Settle payroll and debts in an untimely manner. CEO INTERPRETATION: “Fail to settle” is defined as not paying within set payment schedule or have payment produced promptly when requested by those seeking payment. I interpret “timely manner” of debts to be paid or have a payment arrangement made within 90 days of the invoice date, unless an invoice is not received within those 90 days. I interpret “timely manner” for payroll to be settled within 10 business days or have a payment schedule or plan arranged. Operational Definition Compliance will be demonstrated when: a) All payroll and debts are settled in a timely manner as interpreted above, unless an alternative payment schedule or plan was arranged and agreed upon by all parties. EVIDENCE:


1. No overdue payroll with employees or debts with vendors that we have received invoices for. a. For further evidence see Appendix . 5. Allow tax payments or other government-ordered payments or filings to be overdue or inaccurately filed. CEO INTERPRETATION: I interpret “Overdue” is to be defined as not paying any government ordered payments before the deadline placed by the government institution. “Inaccurately filed” is to be defined submitting filings or payments with errors. Operational Definition Compliance will be demonstrated when: a) All government ordered payments are paid accurately before the deadline. EVIDENCE: 1. All government payments have been paid in full and on time with no errors a. For further evidence see Appendix.

6. Make a single purchase or commitment of greater than $10,000. a. With respect to this policy, any project overage greater than 15% shall be subject to subsequent Board approval. b. Splitting orders to avoid this limit is not acceptable. CEO INTERPRETATION: I interpret “the President will not make a single purchase or commitment of greater than $10,000” to mean that the President will not expend greater than $10,000 on the purchase of a single product or service without the Board of Directors approval. I interpret “any project overage greater than 15% shall be subject to subsequent Board approval” to mean any capital project previously approved by the Board that exceeds the original total project cost presented to the Board by 15%, must be presented to the Board once again for Board approval. I interpret “splitting orders” to be defined as willfully separating a single purchase into smaller purchase order amounts, in which the aggregate cost is equal to or exceeds $10,000. Operational Definition Compliance will be demonstrated when: a) Wilfrid Laurier Students‟ Union Finance Department statements demonstrate an absence of capital projects or initiatives exceeding $10,000 that had not been previously approved by the Board of Directors and also do not show any project cost overrun in excess 15% that has not been further approved by the Board. These statements will illustrate that orders were not split in order to circumvent this policy.


EVIDENCE: 1. See Appendix

7. Acquire, encumber or dispose of real estate. CEO INTERPRETATION: I interpret “Acquire, encumber or dispose of” as purchase or lease, obtain a mortgage, end a lease or sell a physical structure, property or any WLUSU facility. At of the time this report, WLUSU currently holds a building agreement with Wilfrid Laurier University as per the OPA. This agreement applies to the Fred Nichols Campus Centre in Waterloo and the Student Centre in Brantford. Operational Definition Compliance will be demonstrated when: a) WLUSU will not acquire, encumber or dispose of real estate unless defined above. Any exceptions in the future must be made at the Board’s discretion. Evidence: Appendix 8. Operate without aggressively pursuing receivables: a. After a reasonable grace period; and b. That are more than $10,000.

CEO INTERPRETATION: I interpret “aggressively pursue” as using all appropriate means (including but not limited to legal action) to obtain outstanding balances from both companies and individuals when it is prudent to do so. For this purpose, prudence shall be defined as expending no more resources than the net worth of the receivable. The term “receivable” shall be defined as any receivable to the WLUSU equal to or exceeding $10, 000; this is consistent with Board policy in previous subsections of this executive limitation.

I interpret “reasonable grace period” as 90 days except for when dealing with receivables from Wilfrid Laurier University, which often come in after the 90 day period but are paid based on an agreed upon payment schedule or plan. Operational Definition Compliance will be demonstrated when: a) All financial records are remaining up-to-date and accurate as receivables are being collected efficiently. b) There is a process in place defining the appropriate procedures for collecting receivables. EVIDENCE: Appendix 9. Operate without providing detailed reports to the Board on any current and/or outstanding capital projects with budgets over $100,000 up to and upon their completion. a. Quarterly reports prior to the implementation phase of the project.


b. Monthly reports beginning at the implementation phase of the project. CEO INTERPRETATION: I interpret “detailed reports” as meaning financial snapshots and projections that outline current expenditures, and expected future expenditures. I interpret “current” to mean a project approved in the same fiscal year by the current Board. I interpret “outstanding” to mean a project that was approved in a previous fiscal year by a previous Board. I interpret “capital projects” to mean a project above $10,000 approved by the Board. I interpret “The phrase “up to and upon their completion” is interpreted to mean that the regular reports as per the stated timeline above will continue until the project has reached reasonable completion. Reasonable completion can be defined as when the major budgetary items have been expended and/or most of the project‟s core deliverables have been completed. A final report will be presented once the account for the project has been closed. I interpret “Quarterly” to mean every 4 months. I interpret

“Monthly” to mean every month. I interpret “implementation phase” to mean post planning phase to project completion. Operational Definition Compliance will be demonstrated when: a) Reports have been submitted to the Board outlining project process and financials on all outstanding projects in a timely manner. EVIDENCE 1. Specify capital projects here… Global Policy Statement: With respect to the actual, ongoing financial conditions and activities, the CEO shall not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from Board priorities established in Ends policies. CEO INTERPRETATION I interpret “fiscal jeopardy” to mean permitting any fiscal year to end with insufficient liquid or near liquid assets to sustain normal operations inclusive of 90 to 120 days and the debt guidelines/covenants as outlined, and/or depletion of reserves during the May to August period. “Material Deviation” is to be defined as willfully exceeding budget spending above $10,000 without proper budget amendment approval from the Board of Directors. Operational Definition Compliance will be demonstrated when: a) At the end of each fiscal year, WLUSU will sustain liquid assets to maintain normal operations inclusive of 90 to 120 days and in accordance with the debt guidelines/covenants as outlined, and/or depletion of reserves during the May to August period. b) All budgeting spending is in compliance with section 6 of this executive expenditures are appropriately allocated to Board priorities.

c) An Ends-based budgeting system is followed to ensure that all actual expenditures are appropriately allocated to Board priorities (see Ends-based Budgeting Financial Snapshots/Budgeting Report).


EVIDENCE 1. The 2012-13 WLUSU Operating Budget (which can be provided upon request). 2. All other evidence is included in other sections of this monitoring report.


EL#2e – Financial Planning and Budgeting The President shall not cause or allow financial planning for any fiscal year or the remaining part of any fiscal year to:

 deviate materially from Board Ends priorities;  risk financial jeopardy; or  fail to be derived from a multi-year plan that includes a long-term goal of organizational financial self-sustainability. CEO INTERPRETATION: I interpret “Deviate materially” to be expenditures defined in Executive Limitation 2D, part 6. The term

“material” is to be defined as anything adversely affecting the corporation‟s ability to undertake any future project or settle any debts or will have a legal or public relations effect on the corporation. “Risk Financial Jeopardy” is defined as permitting any fiscal year to end with insufficient liquid assets to maintain normal operations inclusive of 90 to 120 days, and/or depletion of long-term funds. “Multi-year plan” is to be defined in our Strategic Plan which has a multi-year cycle.. “Organizational financial self-sustainability” establishes that the WLUSU business operations will work towards the goal of earning an annual profit that will cover all of the operational costs, eliminating the need for student fee support for business ventures. Operational Definition Compliance will be demonstrated when: a) All purchases made above $10,000 are approved by the Board and a proactive evaluation was done to find available funds. b) The inflow and outflow of resources do not deviate from the Boards End priorities and an Ends-based budgeting system is used. c) At the end of each fiscal year, WLUSU will be able to access the required funds to sustain normal operations of 90 to 120 days, depending on the operating period. d) The Strategic Plan speaks to sustainability, and the organization actively seeks a sustainable bottom line for its business operations. EVIDENCE a) All purchases made above $10,000 have been approved by the Board ( ). b) Refer to previously submitted Annual Operating Budget, passed on …2012. c) Compliance with the debt guideline for periods 1-4 relating to cash on-hand. d) The Operating Budget passed on, 2012 was a balanced budget with expenses equal to revenues. (You can also reference EL2D here as well! a) Refer to previously submitted Executive Limitation 2D, part 6, which was reported as compliant on August 25th, 2012. c) Refer to previously submitted Executive Limitation 2D, part 1, which was reported as compliant on August 25th 2012.)


The President will not allow budgeting to: 1. Risk incurring those situations or conditions described as unacceptable in the Executive Limitations policy entitled “Financial Condition & Activities”. CEO INTREPRETATION: I interpret this to mean that Executive Limitation 2D “Financial Conditions and Activities” is in compliance. Operational Definition Compliance will be demonstrated when: a) Executive Limitation 2D is in compliance. EVIDENCE: a) Refer to previously submitted Executive Limitation 2D, which was reported as compliant on August 25th, 2012. 2. Omit: a. credible projection of revenues and expenses; b. separation of capital and operational items; c. cash flow analysis; and d. disclosure of planning assumptions.

CEO INTREPRETATION I interpret “Credible” as budgeted revenues and expenses which are projected and confirmed by professional staff and subsequently confirmed in the auditing process. “Capital items” are items, goods or services with large monetary value (exceeding $10,000) and with usefulness will exceed that one of fiscal year. “Operational items” are expenses that are required in order to carry out daily functions and initiatives of the WLUSU as a service to the student population. “Cash Flow analysis” is a defined a review of expenses and revenue against or costs and sales of goods and services. “Disclosure of planning assumptions” is transparency of any material assumptions made during the budgeting process, which affected decisions on revenue projections and planned expenditures Operational Definition Compliance will be demonstrated when: a) The Finance Department confirms the accuracy of the budget, and when the yearly audit confirms their accuracy. b) Capital items beyond $10, 000 receive separate Board approval from the Operating Budget. c) Financial Snapshot demonstrates cash flow analysis. d) Projected revenues can be verified by the finance department (and subsequently reinforced by the auditing process), and when expenditures use the Ends-Based budgeting model. EVIDENCE: a) Our budget allowed for compliance with EL2d on August 25th, 2012


3. Provide less for Board prerogatives during the year than is set forth in the Cost of Governance budget as outlined in the Governance Investment (GP #2i) policy CEO INTREPRETATION I interpret “provide less for board prerogatives” to mean that the CEO will not affect the financial plans of the Board by altering financial resources in the Cost of Governance Budget as approved by the Board of Directors Operational Definitions 3 Interpretations Stated Above Operational Definitions Compliance will be demonstrated when: a) Budgeting does not risk incurring those situations or conditions described as unacceptable in EL#2d b) The budgeting process will include credible projection of revenues and expenses; separation of capital and operational items; cash flow analysis; and disclosure of planning assumptions. These same conditional will also be met year round. c) The President and CEO will not affect the financial plans of the Board at any point during the year by allowing any financial resources in the Cost of Governance Budget to be altered. EVIDENCE (Appendix…)


EL#2g – Communication and Support to the Board The President may not permit the Board to be uninformed or unsupported in its work. The President will not: 1. Allow the Board to be without monitoring data required by the Board according to its policy “Monitoring President Performance” in a timely, accurate and understandable fashion, directly addressing provisions of the Board policies being monitored, and including the President’s interpretations consistent with the “Delegation to the President” policy, as well as relevant data. CEO INTERPRETATION: I interpret “be without monitoring data” to mean the submission of predetermined monitoring reports for the Executive Limitations the organization‟s Strategic Plan enclosed in the “WLUSU Policy Manual” and the Ends policies. I further interpret “timely” to mean that these reports will be submitted 72 hours of the Board meeting unless otherwise approved by the CGO. “Accurate and understandable and directly addressing provisions of the Board policies being monitored” means that the report will: a) not include any substantive errors which alter the ability of the Board to complete its task of monitoring the President, b) use consistent formatting and reasonably clear and relevant evidence which supports the report, c) ensure that the operational “tests” (the Operation Definitions) relate to the interpretation and evidence is available to the Board to demonstrate compliance from the tests. These submissions must meet all Board directed timelines and must be comprised of comprehensive and accurate information. Consistent with BMD #2c (“Delegation to the President) the President is entitled to make any reasonable interpretations of policy, which will subsequently be presented and explained using the monitoring data. Additionally, all monitoring data will be submitted according to BMD #2d (“Monitoring President Performance”) unless otherwise directed by the Board. Operational Definition: Compliance will be demonstrated when: a) All monitoring data is submitted to the Board of Directors within 72 hours of outlined Board meeting, unless agreed to by the Board. b) This data is complete and consistent with policy requirements stated above. c) All CEO interpretations have been deemed reasonable by the Board. 2. Allow the Board to be unaware of any significant incidental information it requires including anticipated adverse media coverage, threatened or pending lawsuits and material external and internal changes.


CEO INTERPRETATION: I interpret “significant incidental information” to be any information which will prepare the Board in dealing with any incident which may, rightly or wrongly, compromise the integrity of the WLUSU. “Threatened or pending lawsuits” means that the President shall provide the Board with information about such activities if it is deemed imminent or reasonably possible. I interpret “external and internal charges” to mean that any WLUSU staff (paid or unpaid), or partner has been charged as a result of inappropriate activity, which may compromise the ability of the staff member, partner, or the WLUSU as a whole. Operational Definition Compliance will be demonstrated when: a) The President provides the Board with consistent, timely and relevant updates throughout the year. 3. Allow the Board to be unaware of changes to, or creation of strategic projects or practices that may have a long term impact on the Organization CEO INTERPRETATION: I interpret “unaware” to be having no knowledge of a situation or fact pertaining to a potential long term impact on the Organization. I interpret “strategic projects” as those projects which will have significant short, intermediate and long term implications for the organization and are strategically focused on achieving goals and outcomes relevant to WLUSU‟s Ends.

Operational Definition Compliance will be demonstrated when: a) The President makes the Board aware of, through regular monitoring, all changes to or creation of, strategic projects offered by the WLUSU. 4. Allow the Board to be unaware that, in the President's opinion, the Board is not in compliance with its own policies on Governance Process and Board-Management Delegation, particularly in the case of Board behavior, which is detrimental to the work relationship between the Board and President. CEO Interpretation

I interpret this policy statement to mean that the President articulates to the Board of Directors, when the Board may be in non-compliance with its own policies or may put itself in future noncompliance. Operational Definition Compliance will be demonstrated when: a) The President communicates to the Board Chair where the actions of the Board (as a whole or single member) may place the Board in non-compliance or potential future non-compliance with WLUSU‟s policies.


5. Allow the Board to be without decision information required periodically by the Board or let the Board be unaware of relevant trends.

CEO INTERPRETATION: I interpret “decision information” to be the monitoring data (and any evidence) that requires approval from the Board of Directors. I interpret “relevant trends” to be any issues or updates from WLUSU or WLU that would be useful for the Board to fulfill its mandate. Operational Definition Compliance will be demonstrated when: a) Section 1 of this Policy is in compliance. b) Section 3 of this Policy is in compliance c) The President periodically updates the Board with delegations, departmental updates, or major partner (including WLU) initiatives when appropriate. d) The President provides recommendations to the Board on policy, governance or other Boardrelated matters.

6. Present information in unnecessarily complex or lengthy form or in a form that fails to differentiate among information of three types: monitoring, decision preparation, and other. CEO INTERPRETATION: I interpret “unnecessarily complex or lengthy form” to mean that evidence brought to the Board from the President shall be no more or no less than what is reasonably determined as necessary for the Board to fulfill its mandate according to the By-laws and Policy Manual.

Operational Definition Compliance will be demonstrated when: a) All information provided to the Board is complete, yet concise, as defined by the President‟s interpretation of the material. b) The President makes staff or further information available to allow Directors to better understand any outstanding issues c) The President submits monitoring reports separate from any other proposals, and does not propose any omnibus plans that needlessly put multiple proposals into one

7. Allow the Board to be without a workable mechanism for official Board, Officer or Committee communications. CEO INTERPRETATION: I interpret a “workable mechanism” to mean the support that is offered by Management to ensure that that all Directors are able to do their job. I interpret “official” to mean any Board-directed work whether from committees, the Board as a whole, or otherwise.

Operational Definition Compliance will be demonstrated when: a) The Board, members of committees (as directed by the Board), or Board officers have access to all relevant resources in the organization to complete its communication tasks such as:


a. Direct Communication Resources: includes (but not limited to) an email account, website access, business cards, name tags, hard drive access (“N” Drive), and the marketing department expertise. b. Indirect Resources: includes (but not limited to) room bookings, Board minutes, access to basic materials (photocopying, printing, etc.), and the archiving of Board communications, activities and decisions. b) There is no official communication from the Board that the above has not been provided. 8. Deal with the Board in a way that favours or privileges certain Board members over others, except when: a. fulfilling individual requests for information; or b. responding to Officers or Committees duly charged by the Board. CEO INTERPRETATION: I interpret “favours or privileges” to mean that the President will not substantially deviate how one treats or interacts with individual Directors to ensure that they are equipped to fulfill their mandate as outlined in the By-laws and the Policy Manual. Further, the President will not unreasonably deny requests for information which do not cause undue disruption to the daily operations of the WLUSU from individual directors. Officers and Committees of the Board will only be treated differently as it relates to the scope of their mandate, which is determined by the Board. Operational Definition Compliance will be demonstrated when: a) The Board does not formally communicate and challenge or grievance with the above interpretation..

9. Allow the Board to be unaware of any actual or anticipated noncompliance with any Ends or Executive Limitations policy of the Board regardless of the Board’s monitoring schedule. CEO INTERPRETATION: I interpret this statement to mean that the President shall bring any instances of anticipated noncompliance, or current non-compliance to the attention of the CGO, as a permanent officer of the Board, as soon as it can be reasonably done (and to the full Board if necessary at the first available opportunity). Further, I interpret this policy to mean that the President shall be prepared to submit any monitoring report at any point and submit it within a reasonable time frame at the request of the Board. Reasonable time frame shall be defined as no less than seven days.

Operational Definition Compliance will be demonstrated when: a) The CGO is confident that the above interpretation has been satisfied by means of formal communication to the Board (if there is a dispute between the CGO and President, the full Board will determine the state of this policy).

10. Allow the Board to be without a consent agenda containing items delegated to the President yet required by law or contract to be Board-approved, along with applicable monitoring information.


CEO INTERPRETATION: I interpret this to mean that the President provides the Board with all consent agenda items based on the timeline set out by the Board of Directors. Additionally, any additional information that is relevant must be provided. Operational Definition: Compliance will be demonstrated when: b) The Board receives all consent agenda material by the predetermined deadline.


EL#2f – Asset Protection The President may not allow corporate assets to be unprotected, inadequately maintained or unnecessarily risked. The President will not: 1. Be uninsured against theft, fire and casualty losses to a prudent replacement value and against liability losses to Board members, staff, volunteers and the Organization itself. CEO’S INTERPRETATION: I interpret “uninsured” to mean that the WLUSU (a Board member, staff, volunteer, and the organization) does not have an insurance, policy with a legal and bonded insurance broker/agency to protect against theft, fire and causality. I interpret “a prudent replacement value” to be $7,000,000 because this amount will ensure that WLUSU business operations equipment will be covered along with the Fred Nichols Campus Centre and Brantford Student Centre. The insurance will also be able to provide for any physical injuries that may occur in WLUSU. Operational Definition Compliance will be demonstrated when: a) A standing agreement is in place with a reputable insurance broker/agency to cover all assets, property, businesses and employee wages of the WLUSU. Given the nature of WLUSU, an adequate coverage would be $7,000,000.

2. Subject facilities and equipment to improper wear and tear or insufficient maintenance. CEO INTERPRETATION: I interpret “facilities and equipment” to be our physical operations which are located in the Fred Nichols Campus Centre (Waterloo), Williams Fresh Café (Brantford), Golden Grounds Coffee Kiosk (located in Research and Academic Centre West, Brantford) and the Student Centre (Brantford) as a whole. “Improper wear and tear or insufficient maintenance” can be defined when there is a willful disregard of proper storage, use, cleaning procedures or proper repair when needed of these facilities and equipment. Operational Definition Compliance will be demonstrated when: a) a process for regular maintenance has been agreed upon with Wilfrid Laurier University Physical Resources. The agreement/service contracts will include building maintenance as WLU owns the Fred Nichols Campus Centre, Golden Grounds Coffee Kiosk and the Brantford Student Centre. b) The Administration Manager and Administration Assistant are trained on the procedure to request needed repair and maintenance.


3. Unnecessarily expose the organization, its Board, or staff to claims of liability. CEO INTERPRETATION: “Unnecessarily expose the organization” is interpreted to mean that the President will not operate without adequate policy and procedures in place to reasonably protect against foreseeable liability. “Claims of liability” are to be defined as any statement of claim against the WLUSU, staff, or its officers. Operational Definition Compliance will be demonstrated when: a) WLUSU has risk management policy/procedures in effect as follows: a. OH&S Policy b. Human Resources Policy including Harassment, Discrimination and Violence in the Workplace c. House Policies in areas licensed under the Alcohol and Gaming Commission d. House Policies to ensure that all WLUSU staff are properly trained for the safe handling of food items e. Contract for maintenance and repair for mechanical and safety systems under regulation (Technical Standards and Safety Authority, Canada Standards Approval) f. Routines for the proper maintenance of floors in the space under management control of WLUSU. b) WLUSU has not received a Statement of Claim for a liability for which WLUSU was unreasonably or adequately prepared to deal with. 4. Receive, process or disburse funds under controls that are insufficient to meet the Boardappointed auditor’s standards. CEO INTEPRETATION: I interpret “controls” to be defined as a set of protocol/financial checks that are determined by the Controller as well as the requirements of the audit that would allow the auditor to expresses the opinion that the financial statements present fairly, in all material aspects, the financial position of WLUSU for the fiscal year. Operational Definition Compliance will be demonstrated when: a) The WLUSU meets the Auditor‟s standards and the audit report expresses an opinion without reservation. Notes in the audit report will be evaluated addressed accordingly. 5. Make any capital purchase:

a. wherein normally prudent protection has not been given against conflict of interest; CEO INTERPRETATION:


“Capital purchases” are to be defined purchases of an asset or assets that are amortized and have usefulness that will exceed one of fiscal year. “Prudent protection” is interpreted as insuring that WLUSU does not partake in any capital purchases that cannot be deemed ethical, wise or legal. “Conflict of interest” is to be defined as a capital purchase being sought due to competing interest or underlying motives. These interpretations include fiduciary and pecuniary responsibility. Operational Definition Compliance will be demonstrated when: 1) A policy is established and enforced to prevent matters of conflict of interest as defined above. 2) No capital purchases are made from an employee or from a company wholly owned by an employee unless otherwise approved by the Board. 3) No capital purchases or investments are made with members or the families of members that would unreasonable benefit the member unless otherwise approved by the Board.

b. of more than $5,000 without having obtained comparative prices and quality unless a regular or preferred supplier has been established; and CEO INTERPRETATION: I interpret “having obtained comparative prices and quality” to mean that the WLUSU received competitive pricing for capital purchases of over $5000. Operational Definition Compliance will be demonstrated when: a) The WLUSU has received competitive pricing for capital purchases of over $5000 unless a preferred supplier has been established. c. of more than $5,000 without a stringent method of assuring the balance of longterm quality and cost. (Orders shall not be split to avoid these criteria) CEO INTERPRETATION: “Stringent method of assuring the balance of long-term quality and cost” is interpreted to mean that the WLUSU is purchasing capital items that include reasonable warranty. Operational Definition Compliance will be demonstrated when: a) All capital purchases in excess of $5000 have met the above criteria. 6. Allow property, information and files to be exposed to loss or significant damage. CEO INTERPRETATION: I interpret being “exposed” as neglect of WLUSU assets which include property, information and files. Information and files include corporate records, transaction records, contracts, agreements


and financial statements. “Property” is defined as our physical assets (Turret, Wilf‟s, Terrace, WLUSU offices, Brantford Student Centre, Golden Grounds Coffee Kiosk, Williams Fresh Café, and storage space on and outside of our campuses). WLUSU must also protect online information available such as the accounting package program (ACCPAC), and computer usage. “Loss or significant damage” is interpreted to mean that the property, information or files are damaged beyond repair or irrecoverable. Operational Definition Compliance will be demonstrated when: 1) WLUSU has appropriate procedures and resources in place that ensure that reasonable precaution is taken to protect property, information, and files; including having: a. Electronic Security Systems b. Video Surveillance c. Safes to protect cash d. Secure procedures and resources to transfer cash, and e. Reasonably secure locations for information

7. Invest or hold operating capital in insecure instruments, including uninsured chequing accounts and bonds of less than R-3 rating, or in non-interest bearing accounts except where necessary to facilitate ease in operational transactions. CEO INTERPRETATION: “Insecure investments” refers to any investments made by WLUSU that is comprised of equities where over 10% are deemed to be high risk. “Operational transactions” are to be defined as payroll, online banking payments, accounts payable and accounts receivables. Operational Definition Compliance will be demonstrated when: 1. WLUSU has complied policies and procedures regarding investments and noninterest bearing accounts. 2. No WLUSU investments are deemed insecure as defined above 8. Endanger the Organization's public image, or credibility. CEO INTERPRETATION: “Endanger” is to be defined as unreasonable action by the President that negatively affects the WLUSU‟s relationship with members or stakeholders or prevents it from providing for the needs of students. Operational Definition Compliance will be demonstrated when: a) The first section of this Executive Limitation, all of EL#2k, and the Ends are in compliance.


9. Change the Organization’s name or substantially alter its identity in the community. CEO INTERPRETATION: “Identity” is to be defined as the vision, mission statement and marketable logo that are currently in place. The “community” is to be defined as the WLU community and the communities of Waterloo and Brantford. “Substantially alter” would be removing text reference to the Students‟ Union or the image of the hawk. Operational Definition Compliance will be demonstrated when: a) All substantial alterations to the Mission, Vision, Values, publically identifiable or recognizable marks, logo‟s, and name are approved by the WLUSU Board of Directors. 10. Compromise the independence of the Board’s audit or other external monitoring or advice, such as by engaging parties already chosen by the Board as consultants or advisers. CEO INTERPRETATION: I interpret this policy statement to mean that WLUSU Management will not interact with or inappropriately bias auditors or consultants selected by the Board. Management will allow these external consultants to do their work without interruption and will cooperate with them when required by their mandate. Operational Definition Compliance will be demonstrated when: a) There are no issues or complaints from the auditors, external consultants, or Directors with reference to the aforementioned interpretation. Global Policy Wording 2f: The President may not allow corporate assets to be unprotected, inadequately maintained or unnecessarily risked. CEO INTERPRETATION: I believe that all aspects of this global statement have been sufficiently defined in its subsections stated above. Operational Definition Compliance will be demonstrated when: a) Compliance is reported in all aspects of the policy as stated above.


EL #2j – Hiring Practices – Unpaid Staff The President will not: 1. Operate without written procedures that: a) Delineate special circumstances under which deviation from policy would be acceptable b) Are readily available and easily understood by hiring staff and applicants c) Delineate situations in which an applicant would not be considered for a position; and d) Follow a well-defined and widely recognized practice

CEO INTERPRETATION: I interpret „written procedures‟ to mean the hiring policies within the Administration Department Procedural Manual which deals with unpaid staff. “Delineate special circumstances” is interpreted to mean that all instances that require special exception to the above listed policies are clearly articulated in the hiring policies within the Administration Department Procedural Manual. I interpret “readily available” to mean that the Administration Department hiring policies are accessible to anyone looking for the information. “Understood” is interpreted to mean that the policies are clear and resources are in place to ensure comprehension. “Delineate situations in which an applicant would not be considered for a position” is interpreted to mean that all applicants who are not eligible for a position are clearly defined in hiring policies in the Administration Department Procedural Manual. “Well defined” is interpreted to mean that the hiring process is fully outlined in the written policies and “widely recognized” is interpreted to mean that the hiring process (behaviour-based) is used by other hiring professionals outside of the WLUSU and considered a best practice. Operational Definition Compliance will be demonstrated when: a) There are written hiring procedures outlining the above in the Administration Departmental Procedural Manual. b) Research can be provided to explain the merits of behaviour-based hiring practices. 2. Operate without protection against improper access to publicly discernible identifiable information

CEO INTERPRETATION “Fail to protect against improper access” is interpreted to mean that students not involved in the hiring process are able to view and collect confidential hiring information. “Publicly discernible identifiable information” is interpreted to mean that the information available defines student‟s identification as recognized by others. Operational Definition: Compliance will be demonstrated when: a) Policy exists to protect applicants‟ personal information b) Access to personal information is limited to select individuals for purposeful use


c) Procedures exist for applicants to plea that their personal information was used inappropriately and/or inappropriately accessible

3. Allow a procedure that is unnecessarily complex or restrictive given the responsibilities of the position. CEO INTERPRETATION “Procedure” is interpreted to mean the hiring process that the applicant goes through. “Unnecessarily complex or restrictive” is interpreted to mean that the process creates needless barriers for applicants. Operational Definition Compliance will be demonstrated when: 1) The expectations of the applicant in the hiring process are proportionate to the role they are applying for, and the competition existing for the available position. 4. Operate without taking into account previous formal performance appraisals or documented disciplinary action generated by the WLUSU.

CEO INTERPRETATION “Formal performance appraisals” refers to any previous performance appraisal that is completed about the applicant on wlusuhr.com and “documented disciplinary action” is interpreted to mean any Behaviour Reports related to the applicants past performance kept on record by the VicePresident: Administration. Operational Definition Compliance will be demonstrated when: 1) The hiring policy formally integrates performance appraisals in a systematic fashion so that the performance appraisal information will be considered in hiring decisions. 5. Operate without providing personalized feedback to applicants that will assist them in future applications.

CEO INTERPRETATION “Personalized feedback” is interpreted to mean comments regarding the strength and areas of development for a particular applicant. “Future applications” is interpreted to mean any further hiring process that the applicant completes within the WLUSU, and beyond. Operational Definition Compliance will be demonstrated when: 1) All applicants have access to individualized feedback to assist them in future applications. 6. Allow applicants to be unaware of this policy or to provide a way to be heard for persons who believe that they have not been accorded a reasonable interpretation of their rights under this policy.


CEO INTERPRETATION “Allow applicants to be unaware of this policy” is interpreted to mean that applicants are not formally informed that there are written procedures in place to protect their rights. “Provide a way to be heard” is interpreted to mean that all applicants are made aware of who to speak to about the hiring process for appeals. “Reasonable interpretation of their rights” means that applicants are aware of the implications of hiring policies for them. Operational Definition Compliance will be demonstrated when: 1) A formal appeal process exists. 2) There are multiple communications used to explicitly inform applicants of the hiring policy and appeal process. . GLOBAL POLICY STATEMENT With respect to the hiring of unpaid staff, the President shall not allow conditions that are unfair, disrespectful, prohibitive, biased or ambiguous.

INTERPRETATION The above statement is defined by the Board in subsequent sections of this executive limitation. Operational Definition Compliance will be demonstrated when: 1. All subsequent sections of this policy are in compliance.


EL#2k – Lobbying and Advocacy The President will not: 1. Operate without encouraging WLUSU staff, directors or committees to engage the University, or the local or provincial government on important issues which: a. Are directly related to WLUSU ends; b. Have been discussed thoroughly with wide consultation; and c. Have been reviewed with the WLUSU President

CEO INTERPRETATION: I interpret “encourage” as informally and formally notify about advocacy opportunities; “committees” to include both the Internal and External Affairs Committees in Waterloo, and the External Affairs Committee in Brantford; “engage” to mean create discussion through various communication means with said officials. I interpret “wide consultation” to mean setting up structures and opportunities for any and all students to contribute their feedback on the issues they are concerned about. I interpret “reviewed” to mean that they are consistent with the advocacy strategy of the WLUSU President and CEO (herein called: “the WLUSU message”). OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Both volunteer and non-volunteer opportunities exist for students to provide their feedback. 2) Volunteer opportunities exist for students to advocate the WLUSU message. 3) The WLUSU President and other members of the Management Team sit on University committees, or committees in the greater Kitchener-Waterloo/Brantford areas and beyond. 4) The WLUSU message is clearly determined, with the help of our partner organizations (OUSA and CASA) when relevant. 5) All WLUSU official presentations, delegations, or statements of position to University, government, or others are approved by the President. 2. Allow the Board to be without any vital information pertaining to a change in status, tone, or temperament of any official negotiations or advocacy efforts

CEO INTERPRETATION: I interpret “status, tone, or temperament” to mean that the negotiation or advocacy effort has shifted away from a trajectory that a reasonable person could deduce at the beginning of the process or since the last update. I further interpret “official negotiation or advocacy efforts” to apply to any discussions which will substantially alter the conditions of the student experience and/or the WLUSU‟s operating practices, or may lead to negative media coverage. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) When the Board is regularly informed of any ongoing official negotiations or advocacy efforts. 3. Operate without encouraging WLUSU staff or committees to engage the federal

government, where there is a direct provincial educational program connection, and where the appropriate external advocacy organizations are made aware.


CEO INTERPRETATION: I interpret “engage” to mean create discussion through various communication means with federal officials; “direct provincial educational program connection” as something determined in partnership with our federal partner organization CASA; “appropriate external advocacy organization” is our federal partner organization CASA. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) There are opportunities for students to engage in our federal partner organization CASA. 2) Our Director of Policy Research and Advocacy and the VP: UA are active in CASA. 3) CASA is made aware of any official advocacy efforts with federal officials. 4) CASA lobby materials and resources are thoroughly utilized and consulted when communicating with federal officials. 4. Interfere with the dissemination of any written WLUSU position to government or media from the Board as a whole or any director on behalf of the Board, unless said communication violates acceptable WLUSU standards of conduct, practice, regulations, or policies. CEO INTERPRETATION: I interpret “interfere with the dissemination” as preventing the use of WLUSU resources or personnel from releasing public statements from the Board. I further interpret “acceptable WLUSU standards of conduct, practice, regulations, or policies” to mean the violation of any Board level policy, long-standing WLUSU practices (or prudent new practices), or otherwise violating basic fiduciary duties including, but not limited to, bona fide, proper purpose, conflict of interest and duty of care. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) WLUSU resources or personnel are not prevented from releasing public statements from the Board, unless the Board is not in compliance with the above interpretation. 5. Allow the dissemination of an official position that may be controversial or questionable to government or media

CEO INTERPRETATION: I interpret “dissemination of an official position” to be the communication through the available means of the corporation of a message that is said to be representing the position of the corporation. “Controversial or questionable” is a position that may be damaging or perceived to be damaging to the corporation. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) No official positions which are damaging or perceived to be as such are released without Board approval.


GLOBAL POLICY STATEMENT: The WLUSU shall address all structural educational injustices and call for systemic change that benefits all students of Wilfrid Laurier University whom we represent. From time to time WLUSU shall advocate with official representatives of Wilfrid Laurier University, members of federal, provincial and municipal government, elected officials or make public statements through the media. Understanding that advocacy is based upon mutual collaboration and the forging of partnerships, WLUSU and WLUSU representatives shall advocate with due regard to the spirit of cooperation, respect and cordiality. CEO INTERPRETATION: I interpret “educational injustices” to mean policies or practices which are unmistakably not in the favour of students; “systemic change” to mean long-term, sustainable policy adjustments with appropriate jurisdictions. I further interpret “mutual collaboration and the forging of partnerships” as attempting to find synergies with university, community and government partners; and “spirit of cooperation, respect and cordiality” as the avoidance of unnecessary conflict which may damage future relationships without adequate rationale. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All other sections are in compliance.


EL#2l – General Meetings and Elections The President shall not risk the integrity or the independence of the Organization’s elections or any general meeting of the membership. Additionally, the President will not influence the voting membership, also known as the ownership of the Organization. The President will not: 1. Allow any club, organization, or service of the Organization that received resources to passively or actively participate in the electoral process. INTERPRETATION: I interpret “club” to mean any club or faculty association within the purview of the Campus Clubs and Faculty Associations Department, “service” to be any group within the Student Experience department, and “organizations” to be any other student groups within all other departments. I interpret “passively” to be participation in the elections which supports a candidate/referendum stance but does not solicit a vote, and interpret “actively” to be participation in the election which supports a candidate/referendum stance and solicits a vote. The electoral process is defined as activity for participants in the election which occurs 30 minutes after the All-Candidates Meeting to the closure of the polls at on WLUSU Election day. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Clubs, services, and organizations (as defined above) do not publically promote any candidate or referendum stance. 2) Members (or employees of WLUSU)of clubs, services, and organizations (as defined above) do not use any of their special access to space on our campuses, or any budget dollars (self-generated or WLUSU allocated) to support or help a candidate/referendum stance. 3) There are disciplinary systems in place to adequately deal with any non-compliance with this policy for those defined above. 2. Use resources of the Organization beyond what is determined by the Board. CEO INTERPRETATION: I interpret “WLUSU Resources” to be any full-time or main office (Waterloo or Brantford) staff, computer systems, internal web access, network access, communication tools and financial resources. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The Director of Policy, Advocacy and Research, whose job description includes the role of CRO, will aid in the development of election policies and procedures up to the start of the campaign period where the ACRO will take over. 2) Staff members will be available to consult with at the request of the Board or election committee.


3) Communications/Marketing resources will be available to assist the Elections Team, and the department will follow the final instructions from the election committee. 3. Allow the Organization’s corporate staff to express an opinion on any candidate or referendum affiliated with the Annual General Meeting or participate in elections. CEO INTERPRETATION: I interpret “corporate staff” to mean any management staff of the WLUSU (not inclusive of part-time staff) which includes all of the staff who direct report to the President.. Further, “corporate staff” includes all committees and services of the WLUSU and those who are acting on behalf of these committees and services. I interpret “opinion” to be the publishing of an official statement, or any other public communication regarding the endorsement of a particular candidate or stance on a referendum question which is not sanctioned by the Board. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) No staff member (outlined above) publishes an official statement or other public communication regarding the endorsement of a particular candidate or stance on a referendum question which is not sanctioned by the Board. 2) No committee or service (or representative of these groups) publishes an official statement or other public communication regarding the endorsement of a particular candidate or stance on a referendum question which is not sanctioned by the Board. 3) Only the President, or those explicitly identified by the President in advance, will speak to the media about any stance from WLUSU corporate (which has been sanctioned by the Board) related to the election process.

4. Allow executive level employees to participate in any general meeting in a way that will compromise the quality or integrity of their position or the Organization. CEO INTERPRETATION: I interpret “executive level employees” to be all members of the WLUSU management team (VP Finance and Administration, VP University Affairs, VP Campus Experience; Waterloo, VP Campus Clubs and Faculty Associations, and VP Campus Experience Brantford. and “participate” as the act or actions required to become involved in an election or general meeting either publically or privately. I further interpret “compromises the quality or integrity of their position or the Organization” to be a result that adversely affects the public or professional image or reputation of the individual, the management team or WLUSU itself. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) No executive level employees knowingly compromise the quality of their position in order to participate in the election and general meeting. 2) No executive level employees knowingly compromise the integrity of their position in order to participate in the election and general meeting

5. Influence the hiring or work of the Chief Returning Officer, Assistant Chief Returning Officer, or any member of the elections committee.


CEO INTERPRETATION: I interpret “influence” to mean that the Board shall delegate to the CGO the authority to hire the Chief Returning Officer, Assistant Chief Returning Officer, and other elections committee members and the President shall only provide human resource support for the hiring and on-going support of that staff member as requested by the CGO. I further interpret this policy to mean that the President shall provide only advice, not instruction to these staff members and should ensure that this advice is also communicated to the CGO when appropriate. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The President provides appropriate HR support for election employees and the CGO as requested. 2) Staff members only advise the election employees, and will additionally communicate with the CGO if this advice is initiated by the staff member.

6. Allow the Board to be unaware of any actual or anticipated noncompliance with regards to this policy immediately upon realizing such noncompliance or anticipated noncompliance. CEO INTERPRETATION: I interpret this phrase to mean that the President shall inform the Board immediately of actual or anticipated non-compliance with this Executive Limitation. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Non-compliance is reported to the Board as soon as it is uncovered.

Global Policy Statement: The President shall not risk the integrity or the independence of WLUSU elections or any general meeting of the membership. Additionally, the President will not influence the voting membership, also known as the ownership of WLUSU.

CEO INTERPRETATION: I interpret “integrity and independence” to mean that WLUSU Corporate (as previously defined) will not provide any material advantage to any candidate or referendum stance unless otherwise approved by the Board. I interpret “WLUSU elections or any general meetings of the membership” to include the AGM and any Special General Meeting (SGM). OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All other sections are in compliance.


EL#1 – Global Executive Constraint The President shall not cause or allow any organizational practice, activity, decision or circumstance, which is either • Unlawful; • Imprudent; or • In violation of commonly accepted business and/or professional ethics

CEO INTERPRETATION: I interpret “cause or allow” to relate to business acts of omission or commission by anyone in the operating organization. I interpret “any practice, activity, decision, or organizational circumstance” to include all business functions within the President‟s operational span of control, but to exclude governance, other than advising the board if I become aware of the board‟s non-compliance with its own policies. I interpret “unlawful” to mean contrary to any municipal, or provincial, or federal law and/or regulation that applies to our organization. This includes human rights, employment, and corporate law, as well as The Not-for-Profit Corporations Act and the regulations under that Act. I submit that the board has comprehensively interpreted “imprudent” in its subsequent Executive Limitations policies. The evidence provided for those policies, taken comprehensively, provides definition and evidence of compliance with the “imprudent” portion of this policy. The board has also interpreted “commonly accepted business and professional ethics” in subsequent Executive Limitations policies.

Operational Definition; Compliance will be demonstrated when: a) The external auditor does not question the prudence, ethics or lawfulness of financial practices. b) There are no substantiated claims by either staff or consumers of human rights abuses, unethical actions or activities, or violation of occupational health and safety regulations. c) Volunteers and employees are able to report unethical practices to an anonymous third party without fear of retribution. d) There have been no fines or successful/unsuccessful lawsuits for illegal activities. e) The list of relevant laws is updated annually and an external legal audit at least every three years finds no instances of material violation.


EL#2c – Compensation and Benefits The President will not: 1. Change the President’s own compensation and benefits, except as those benefits are consistent with a package for all other employees.

CEO INTERPRETATION: I interpret this policy to mean that the President‟s salary and benefit‟s package will comply in full with the WLUSU Full-Time Staff Manual, and that the President will sign an employment contract authorized by the CGO on behalf of the Board. The President‟s salary will not exceed the salary of the preceding President by an amount greater than an increase equivalent to the Ontario All-Items Consumer Price Index unless approved by the Board. The President will not make changes to his/her own compensation and benefits package without making changes to all other employee compensation and benefits. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The President‟s salary and benefit package complies in full with the WLUSU Full Time Staff Manual. 2) The President signs an employment contract authorized by the Chair of the Board. 3) The President‟s salary does not exceed the salary of the preceding President by an amount greater than an increase equivalent to the Ontario All-Item Consumer Price Index (unless otherwise approved by the Board). 2. Establish current compensation and benefits that deviate materially from the geographic or professional market for the skills employed. CEO INTERPRETATION: I holistically interpret this policy as ensuring that appropriate and fair compensation is given to our diverse employees. “Compensation” refers to the payroll and any applicable bonuses, and “benefits” refer to financial commitment to employees that is not payroll and bonuses. I interpret “deviate materially” to mean that compensation and benefits are to be competitive within the marketplace to the extent that the WLUSU can still accomplish the ends. I interpret “geographic market” to mean within or within reasonable distance of the Waterloo Region or City of Brantford. I interpret “professional market” to a market of professionals whom have similar skills and job descriptions. I believe that the spirit of this section is that we ensure that the WLUSU is equipped to attract and retain the best employees to serve the organization and ultimately the students of WLU. Ultimately, we do not want to hire employees who do not meet the requisite standards we outline in our job posting because we have not offered adequate compensation and benefits. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The WLUSU hires applicants who have the requisite skills for the job posted. 2) Current employees are able to review their own job descriptions and present a case for enhanced compensation and benefits that is cognizant of the resource availability of the WLUSU.


3. Create obligations over a longer term than revenue can be safely projected. CEO INTERPRETATION: I interpret “obligations” to mean committed contractual compensation or benefits to employees. I interpret a term in which revenues can be “safely projected” to be five (5) years which is the maximum term of an employment contract which the WLUSU will enter into. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) No employment contract exceeds five (5) years in which revenue can be safely projected 2) All employment agreements have a termination clause which is consistent with statute obligations. 4. Establish or change pension benefits so as to cause unpredictable or inequitable situations, including those that: a. Incur unfunded liabilities; INTERPRETATION: I interpret “unpredictable” to mean that we cannot safely project the revenue for which we need to cover pension benefits. I interpret “inequitable” to mean that the WLUSU unreasonably offers more or less pension benefits to any employee. I interpret “unfunded liabilities” to mean that benefits which cannot be covered by reasonably projected revenue. Operational Definition Compliance will be demonstrated when: 1) The WLUSU uses the defined contribution model for its employees. b. Provides less than some basic level of benefits to all full-time employees, though differential benefits to encourage longevity are not prohibited; CEO INTERPRETATION: I interpret “basic level of benefits” to mean that all Full-Time paid employees (this does not apply to unpaid or part-time employees) receive the same benefits package, except for full-time employees who have been with the WLUSU since (or prior to) 2007. Full-time employees who were hired prior to 2007 were part of the pension system of WLU which the WLUSU contributed to. The WLUSU has since moved to its own defined-contribution pension model for more recently hired full-time employees. Otherwise, there is no difference in benefits between employees. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All full-time employees have at least the basic level of benefits as interpreted above.

c. Allow any employee to lose benefits already accrued from any foregoing plan; or


CEO INTERPRETATION: I interpret “benefits” here to be any benefits which have a cash-value on termination and resignation which is not otherwise covered in statute. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Employees do not lose out on any benefits as outlined above. GLOBAL POLICY STATEMENT: With respect to employment, compensation and benefits to employees, consultants, contract workers and unpaid staff, the President may not cause or allow jeopardy to fiscal integrity or public image. CEO INTERPRETATION: I interpret “jeopardy to fiscal integrity” to mean the WLUSU spending and committing resources beyond its means to pay with respect to staff of the corporation. I interpret “public image” to be relating to the reputation of the WLUSU among other student organizations and in the Waterloo Region and in and around the City of Brantford. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All sections of this policy are in compliance.


EL#2m – Transition of Staff The President will not: Policy EL#2M -1. Leave office without ensuring that the new President has (at least) the following information and support: CEO’s Interpretation: I interpret “Leave Office” as the transition whereby the President and CEO fulfills their elected term and vacates the office. I interpret “ensuring” as a confirming or guaranteeing the existence of and; I interpret “support” as the knowledge and background required to conduct the role of President and CEO. Policy EL#2M -1a. training plans/systems on roles and responsibilities of paid and unpaid

staff; CEO’s Interpretation: I interpret “training plans/ systems on roles and responsibilities” as any documentation that details the core information required to understand the aptitudes, roles and jurisdiction of paid and unpaid staff at WLUSU.

Policy EL#2M -1b. results of an internal and external environmental scan; and

CEO’s Interpretation: I interpret “internal environmental scan” as an organizationally focused study and interpretation of the organizational economic, social and political circumstances that may affect the Organization. I interpret “external environmental scan” to be the study and interpretation of the political, economic, social and technological landscape and trends which may affect the Organization. Policy EL#2M -1c. input from staff regarding their previous transition experiences.

CEO’s Interpretation: I interpret “input from staff” as all relevant observations, issues and information from staff members. I interpret “regarding their previous transition experiences” to mean any observation derived from transitions that occurred with any previous management team. 2. Allow staff to be disengaged about changes that would affect their work. CEO’s Interpretation: I interpret “staff to be disengaged about changes” to be situations whereby any staff member is not privy to or allowed to provide feedback on any and all potential alterations to their roles or responsibilities. I interpret “that would affect their work” to be any alteration that will have a measurable impact on the areas of operation, goals, objectives and outcomes currently within their purview.


GLOBAL POLICY STATEMENT: In order to protect the board from the annual cycle of student leadership turnover through elections, the President shall not allow institutional knowledge or practices to be unprotected or lost.

CEO’s Interpretation: I interpret “protect the board” to be shielding the WLUSU Board of Directors from any potential harm, malfeasance or neglect. I interpret “student leadership turnover” to be the annual exit transition of the existing President and CEO, whereby the President-elect assumes all official duties and responsibilities. I interpret “allow” to be willfully tolerating or permitting, and; I interpret “institutional knowledge and practices” to be all organizational procedures, processes and information that are of critical importance to ongoing operation of the Organization. Lastly, I interpret “unprotected or lost” to be any negligence or willful action that may result in said institutional knowledge and practices to be unrecoverable, misplaced or missing.


EL#2b – Treatment of Staff The President will not: 1. Operate without written procedures that: a) Clarify rules, expectations and responsibilities for staff;

CEO INTERPRETATION: I interpret “rules, expectations and responsibilities” to mean all broad requirements for each paid and unpaid position within the WLUSU will be outlined and written in a package that is given and/or available to them. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Unpaid employees are given a Volunteer Code of Conduct in addition to position specific Volunteer Contracts which include the above items. 2) Paid Employees are provided with their job descriptions and employee manuals with the above items. b) Provide for effective handling of grievances; CEO INTERPRETATION: I interpret “effective handling of grievances” to mean that employees, paid or unpaid, are able to submit grievances about anything related to their position (including but not limited to another staff member or the hiring process), and that they are followed up with by the Human Resources Manager in order that the grievance can be dealt with in a professional manner for all parties involved. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) There are policies for the grievance process outlined for paid and unpaid employees and HR staff. c) Clarify disciplinary actions (appropriate to the nature of the act) as well as disciplinary procedures; and

CEO INTERPRETATION: I interpret “disciplinary actions” to mean any action taking place to respond to untoward behaviour by a paid or unpaid employee which is outlined in their job descriptions, other employee documentation, or in statute. I define “procedures” to be the guidelines which will aid in producing a plan to respond to said behaviour which is proportionate to the nature of the incident/action. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Policy outlines appropriate disciplinary actions at the disposal of the WLUSU and procedures to execute such a process.


d) Protect against wrongful conditions (such as nepotism and grossly preferential treatment for personal reasons)

CEO INTERPRETATION: I interpret “wrongful conditions” to be nepotism and grossly preferential treatment on the part of supervisors to their employees on a range of issues, including (but not limited to) hiring, scheduling, and work assignments. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Employees (paid and unpaid) have the ability to file a grievance as per their employee manual for such a situation. 2. Promise or imply permanent or guaranteed employment.

CEO INTERPRETATION: I interpret this to mean that all paid employees of WLUSU will have contracts that expire, and/or offer termination language. WLUSU will not enter into employment engagements of longer than five (5) years. I also intepr OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All paid employees of WLUSU will have contracts that expire and/or offer termination language that do not offer an employment engagement of longer than five years. 3. Retaliate against an employee for non-disruptive expression of dissent, or for reporting to management or to the Board of Directors (per the grievance procedure in the personnel manual) acts or omissions by staff, management or the Board of Directors, that the employee believes, in good faith and based on credible information, constitutes a violation of provincial or federal law or a governing policy of the Board.

CEO INTERPRETATION: I interpret “retaliate” to mean that a supervisor reacts in an inappropriate way. “Non-disruptive expression of dissent” is defined as an employee who professionally communicates their disagreement with a supervisor or other employee with the policy outlined in their employee manual. “In good faith” is interpreted to mean that there is no malicious intent or other underlying driver of action by the employee. “Credible information” is information that can be reasonably relied upon, including, but not limited to, first-hand accounts. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) There is policy which satisfies the above interpretation. 3. Allow staff to be unacquainted with the President’s interpretations of their protections under this policy.

CEO INTERPRETATION:


I interpret “unacquainted” to mean that staff (paid and unpaid) do not have access to the resources as outlined above, and that the interpretations for these policies are not publically available. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) When all previous sections of this policy are in compliance. 2) CEO interpretations of this policy are available to the public. 4. Allow staff to be unprepared to deal with emergency situations.

CEO INTERPRETATION: I interpret “unprepared” to mean that there is incomplete or non-existent policy and training on such policy. I interpret “emergency situations” to include, but not limited to, fire, flood, storms and other acts of God, in addition to criminal activity which jeopardizes the safety of staff and others in WLUSU facilities. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) WLU Emergency Response Manual is available for staff, and is used as a guide for training.

GLOBAL POLICY STATEMENT: With respect to treatment of paid and unpaid staff, the President shall not cause or allow conditions, which are unfair, undignified, disorganized or unclear. CEO INTERPRETATION: I interpret conditions which are “unfair, undignified, disorganized or unclear” to be an absence of policy to outline the general expectations of the workplace in order that it best serves consumers but treats staff as meaningful, important and decent human beings. I further interpret this policy to mean that the President is respecting relevant statutes, and Board policy related to the treatment of staff. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All sections of this policy are in compliance.


EL#2a – Treatment of Consumers The President will not: 1. Operate member focused facilities and member focused services that do not measure member satisfaction, or provide opportunity for member feedback. CEO Interpretation: I interpret “operate member focused facilities and services” to mean all WLUSU operated businesses, services, and programs offered to undergraduate students of Wilfrid Laurier University. “Measure” means the intentional systematic collection of data from users of member focused facilities and services. “Member satisfaction” means that an appropriate number of Wilfrid Laurier University undergraduate students that access WLUSU facilities and services will report that WLUSU facilities and services meet or exceed their expectations. “Opportunity for member focused feedback” means that WLUSU will provide opportunities for all Wilfrid Laurier University undergraduate students to provide feedback on their experience at WLUSU‟s facilities and services, which will be implemented into future planning and evaluation. Operational definition Compliance will be demonstrated when: Compliance will be demonstrated when: 1) WLUSU business operations (Wilf‟s, Turret, William‟s Fresh Café, and Golden Grounds) provide consumers the opportunity to give feedback about their experience in an accessible way. 2) WLUSU programs and services provide consumers the opportunity to give feedback about their experience. 3) WLUSU can produce statistical analysis of feedback from consumers from business operations and programs and services (and uses this for operational planning).

2. Use methods of collecting, reviewing, transmitting, or storing client information that fail to protect against improper access to material

INTERPRETATION: I interpret “fail to protect against improper access” to mean that those who are not authorized to view or use this material are provided access or obtain access to such information. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) Only authorized personnel have had access to client/consumer information which is confidential or proprietary in nature. 3. Fail to operate facilities with appropriate accessibility. CEO Interpretation I interpret “operate facilities” to mean any WLUSU operated facilities in the Fred Nichols


Campus Centre, Waterloo, Ontario; Branford Student Centre, Brantford, Ontario; Golden Grounds Coffee Kiosk, Research and Academic Centre West, Brantford, Ontario and the Market Street William‟s Fresh Café, Brantford, Ontario. “Appropriate accessibility” means that WLUSU operated facilities will comply with the Accessibility for Ontarians with Disabilities Act (Ontario), 2005; and with the Occupational Health and Safety Act (Ontario), 2000. Operational definition Compliance will be demonstrated when: a) WLUSU has not been issued any unmet criteria under the Accessibility for Ontarians with Disabilities Act (Ontario), 2005 as assessed by a recognized inspection officer as described in Part IV Inspections (1) (2) (3) of the Act. b) WLUSU has not been issued any unmet criteria under the Occupational Health and Safety Act (Ontario), 2000 as assessed by a recognized inspection officer as described in Part IV Inspections (1) (2) (3) of the Act. 4. Operate member focused facilities and member focused services with clear and well communicated customer service policy. CEO Interpretation I interpret “operate member focused facilities and services” to mean all WLUSU operated businesses, services, and programs offered to undergraduate students of Wilfrid Laurier University. “Customer service policy” means that all WLUSU operated businesses, services, and programs will have policies aimed at defining member experiences, guiding paid and unpaid staff performance, and governing customer satisfaction measurement at all WLUSU operated businesses, services, and programs. “Clear and well communicated” means that staff will be trained and evaluated according to the customer service policies and standards of the organization and that businesses, services, and programs of WLUSU contain a clear vision for the customer experience available for all members. Operational definition Compliance will be demonstrated when: a) All member focused facilities and services of the WLUSU can provide evidence of: a. A stated and available Vision for Customer Experience b. Customer Service policy c. Customer service policy training evidence for paid and unpaid staff d. Open access to Vision for Customer Experience, Customer Service policy, and response data both at the physical location of the business, service, or program and online at www.wlusu.com 5. Allow consumers to be unaware of this policy or operate without a way for persons to be heard who believe that they have not been accorded a reasonable interpretation of their rights under this policy. CEO Interpretation


I interpret “allow consumers to be unaware of this policy or operate without a way for persons to be heard” means that WLUSU will provide clear evidence of the opportunity that members, employees, and customers have to provide case based feedback on customer experience at WLUSU facilities, services or programs directly to staff, including, but not limited to the General Manager without fear of reprisal or retribution. I interpret “a reasonable interpretation of their rights under this policy” to be an interpretation of the policy which would pass the “reasonable person” test: would a reasonable person come up with this interpretation. Operational definition Compliance will be demonstrated when: a) All WLUSU facilities and services provide evidence of the prominent placement of available tools and resources that consumers can utilize under the parameters of this policy. b) EL#2b is in compliance Global Policy Statement- EL#2b With respect to interactions with beneficiaries (“those who benefit from WLUSU’s work”), the President shall not cause or allow conditions, procedures, or decisions which are unsafe, untimely, undignified or unnecessarily intrusive.

INTERPRETATION: I interpret “interactions” to mean any communication or form of contact. “Beneficiaries” are anyone who benefits from WLUSU work including, but not limited to, WLU students on each campus. “Conditions” are the state of any operations which are part of the beneficiaries‟ experience, “Procedures” are any policies or series of actions, and “decisions” are any operational choices rendered. “Unsafe” means putting the individual or groups at risk, “untimely” means having no regard for timelines and circumstances affecting beneficiaries, “undignified” means unnecessarily putting the corporation‟s reputation at risk, “unnecessarily intrusive” means sacrificing individual privacy without reasonable purpose even if it is consistent with federal and provincial legislation. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All other sections are in compliance.


EL#2i – Environmental Sustainability The President will not 1.Operate without policy that details how the WLUSU will minimize its environmental impact with respect to, but not limited to: a. Consumer products b. Purchasing and procurement; c. Recycling/waste management; d. Energy use; e. Water use; f. Travel, and; g. Investments.

CEO INTERPRETATION: I interpret “minimizing environmental impact” as WLUSU ensuring, within the means of the organization, that it does not engage in practices that unreasonably deplete or degrade natural resources. “Consumer products” is interpreted to mean products consumed in support of our ongoing operations. “Purchasing and procurement” is interpreted to mean all practices of determining suitable partners to purchase material goods from; “Recycling/waste management” is interpreted to mean the recycling and waste management practices administered by WLUSU. Interpretation intentionally excludes recycling and waste management programs operated by Wilfrid Laurier University. “Energy use” and “water use” are interpreted to mean the energy and water use in all areas of the Fred Nichols Campus Centre, and Brantford Student Centre, The Golden Grounds Coffee kiosk at RAC West Brantford and Williams Fresh Café, Brantford. “Travel” is interpreted to mean all official travel and transportation for WLUSU staff on official business. And “investments” is interpreted to mean all long term capital investments of the WLUSU. Operational Definition Compliance will be demonstrated when: 1) Capital Purchase checklist has been satisfied. 2) Bulk Consumer Product Purchasing Checklist has been satisfied. 3) WLUSU does not have any direct investments in non-renewable resources. 4) Waste from WLUSU operations is under management of WLU Physical Resources or other accredited waste management consultant. 5) Energy used in Students‟ Union operations is measurable, and efficiency efforts identifiable. 6) Travel for official WLUSU purposes is measured and offset in consultation with Sustainable Waterloo. 7) Water use in Students‟ Union facilities is measured. 8) WLUSU has an organizational policy on sustainable practices and procedures.


2. Enter into relationships with affiliated vendors without advocating for environmental sustainable practices on an ongoing basis.

CEO‟s INTERPRETATION: I interpret “relationships” to be all purchase and pay arrangements arranged between WLUSU and suppliers. I interpret “affiliated vendors” to be those merchants and retailers with whom WLUSU will procure goods and services from. I interpret “advocating for environmental sustainable practices on an ongoing basis” to be the support and promotion of environmentally friendly and sustainable practices. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) WLUSU communicates the existence of WLUSU‟s policy on environmental and sustainable practices.. 2) …

3. Allow the membership to be unaware of environmentally friendly lifestyle choices CEO‟s INTERPRETATION: I interpret “membership” to be all fee-paying students. I interpret “unaware” as not being exposed to information through multiple sources or channels across the Laurier Community. I interpret “environmentally friendly lifestyle choices” to be accessible and practical ideas for student consumers as presented by the WLU Environmental Sustainability Office and or the Students‟ Union Eco-Hawks Awareness Committee. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) WLUSU communicates the existence of WLU Environmental Sustainability Office to all members. Communication will consist of a single line item on the WLU invoice for members, and information available to members at http://www.wlusu.com/aboutus-section/student-fees/. 2) WLUSU collects and remits, on behalf of all members, the Sustainability Levy as communicated to members on the official invoice from WLU. 3) The Ecohawks have active advocacy and awareness campaigns on each campus during the school year. Global Policy Statement With respect to the environmental impact of the WLUSU, the President shall not cause or permit operations that violate the principles of environmental sustainability. These principles hold that natural environments should not be degraded to meet present demands, denying the future capacity to benefit from the natural environment to the same extent.


CEO’s INTERPRETATION: I interpret “ecological sustainability” to be using material and energy resources of the WLUSU in a way that maximizes utility (thus minimizing its environmental impact as it reduces consumption), purchasing products/services that are not unreasonably depleting natural resources, and leaning on leading practice with respect to our waste disposal practices. This interpretation ensures that overt environmental degradation is not a means of accomplishing the WLUSU ends. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All above sections are in compliance.


EL#2h – Executive Succession In order to protect the Board from the sudden loss of President services the President shall not fail to ensure that the VP: Administration and the General Manager are sufficiently familiar with Board and President issues and procedures to enable either to take over with reasonable proficiency as an interim successor. CEO INTERPRETATION I interpret “sudden loss” as the unexpected resignation, leave, or death of the President; “sufficiently familiar” as to have knowledge of information required or know of the resources to find it; “Board issues” as Board procedure, Policy Governance, and any current major Board projects and motions; “President issues” as any major operational issues, initiatives, procedures, resources, and key WLUSU and WLU resources and contacts; “reasonable proficiency” as the ability to satisfactorily complete the minimum level of service and tasks of the President and CEO while utilizing all resources available; and “interim successor” as holding the position until the Board of Directors is able to appropriately select a permanent successor. Operational Definition Compliance will be demonstrated when: a) Both the General Manager and Vice President: Administration are trained on and are familiar with all of the items/documents/people in the WLUSU President Orientation Checklist. b) Both the General Manager and Vice President: Administration are up to date on current Board policies, issues, and motions. c) Periodic updates from the President‟s Department are given to both the General Manager and Vice President: Administration d) Periodic updates from all departments in the WLUSU are given to both the General Manager and Vice President: Administration


Governance Process Policy 1 “Global Governance Process” This interpretations-based monitoring report for Governance Process Policy 1 “Global Governance Process” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Wording GP 1-1: The purpose of the Organzation’s Board is to: represent the interests of the moral ownership, defined as the students of Wilfrid Laurier University. CGO’s Interpretation I define “represent the interests of the moral ownership” the board, being a collective of democratically elected undergraduate students, speaking on behalf of the needs and long-term desires of the undergraduate students on both campuses at Wilfrid Laurier University. The Board must act in good conscious, focus on governance-related matters, and respect the diverse needs of these students. Operational Definition Compliance will be demonstrated when: A) The Board of Directors is composed of undergraduate Laurier students who are elected at large at the Students’ Unions Annual General Meeting by a quorum of no less than 10% of the undergraduate students at WLU. B) The Board of Directors is not unduly influenced by any person or persons who are not undergraduate students at WLU, other than for informational purposes. Rationale A) Students’ Union Bylaws require quorum of at least 10% in the annual general meeting or any special general meeting. B) The Board of Directors should represent the holistic needs and desires of all undergraduate students at WLU, and therefore avoid using outside opinions or non-undergraduate students’ opinions to influence their decisions. Policy Wording GP 1-2. The purpose of the Organization’s Board is to: determine the Ends, while maintaining a long term, strategic perspective, to demonstrate the benefits that the Organization will provide the community. CGO’s Interpretation I define “determine the Ends” as engaging in discussion on, and formulating value for the organizational goals that provide benefits to the moral ownership, or undergraduate students at WLU. Further, I define “maintaining a long term, strategic perspective” as the Board of Directors focusing their attention and effort on the future aspirations


and needs of the undergraduate students at WLU. This requires focus to be placed on understanding and discussing the strategic plan, as it is an organic document and therefore in need of frequent re-evaluation. I define “community” as both the Waterloo and Brantford communities that Students’ Union operates in. Operational Definition Compliance will be demonstrated when: A) The annual agenda has time allocated to training the Board on, and developing an understanding of the strategic plan. B) The Ends of the organization have been re-evaluated and approved by the Board C) Boardroom discussion has an ongoing component that is dedicated to Ends-based and strategic matters Rationale A) It is important that the Board receives an adequate training session on developing an understanding of the strategic plan and fostering a strategic outlook on organizational goals B) A major function of the Board is ensure that the organizational Ends clearly reflect the needs of the undergraduate students at WLU C) Since the Board has the mandate of providing strategic direction, the Board should ensure that Endsbased discussions are present in meetings Policy Wording GP 1-3. The purpose of the Organization’s Board is to: monitor organizational performance through the President to track compliance on policies that are based on the principles of Policy Governance. CGO’s Interpretation I define “monitor organizational performance” as receiving regularly scheduled monitoring reports from the President/CEO. I define “policies that are based on the principles of Policy Governance” as the Executive Limitations and Ends policies. Further, I define “track compliance” as ensuring that the President is in compliance with all policies that are being monitored, which also involves adhering to an annual plan that aims to reasonably fulfill the Ends. Operational Definition A) The Board monitors all of the Executive Limitations at least once a year B) The Board cannot accept a non-compliant monitoring report C) The Board ensures that Ends interpretations of the President and CEO are reasonable and compliant Rationale A) A monitoring schedule is established on an annual basis to evaluate the performance of the President and CEO, and it must include the monitoring of Executive Limitations and Ends. B) Non-compliant reports are unacceptable, unless there is a reasonable short-term plan for compliance C) The Ends should always be in compliance, as they demonstrate whether the organization is providing outputs for its members


Governance Process Policy 2a “Governing Style” This interpretations-based monitoring report for Governance Process Policy 2a “Governing Style” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias, and represents compliance with a reasonable interpretation of all aspects of the policy unless specifically stated otherwise. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP2a: The Board will govern lawfully by observing the principles of the Policy Governance® model, with an emphasis on: outward vision rather than internal preoccupation; encouragement of diversity in viewpoints; strategic leadership more than administrative detail; clear distinction of Board and Chief Executive roles; collective rather than individual decisions; future rather than past or present; and proactivity rather than reactivity, especially with policy development. CGO’s Interpretation I define “govern lawfully by observing the principles of the Policy Governance® model” to mean that all of the principles hereinafter, in this statement, are abided by. I define “outward vision” to mean that the Board will focus on discussing and developing long-term, strategic goals. I define “encouraging the diversity of viewpoints” as allowing each Board member to voice his/her own opinions on governance matters in boardroom discussion. I further define it to mean that the diverse ideas and needs of all undergraduate students will be taken into consideration. I define “strategic leadership” as committing to strategic planning training and development, as well as focusing discussion on strategic objectives. To add, I define “clear distinction between Board and Chief Executive roles” to mean that the Board will focus on policy-oriented and Ends-based duties, whereas the President and his staff will focus on fulfilling day-to-day, operational duties within the policies mandates by the Board. I define “collective rather than individual decisions” as taking into account different viewpoints, but coming to an agreement on Board discussions as a whole. I define “future rather than past or present” as discussing challenges, and determining benefits for students of the future, but still keeping in mind the needs of current students. I define “proactivity rather than reactivity, especially with policy development” as frequently reanalyzing organizational policies and strategic objectives to ensure that policy is current, holistic, and substantiated. Operational Definition Compliance will be demonstrated when:


A) The Board is aware of, and provided an ample amount of resources to familiarize itself with the Policy Governance® model B) The Board has an annual plan for governance education and strategic development C) Boardroom discussion is fair, balanced, and focused on governance and strategic matters D) The Board does not unduly influence the decisions or operational capacity of the President/CEO Rationale A) The Board should understand how Policy Governance® model works, how it can draft policy within it, and how to feel empowered with it. B) The Board should be privy to an annual plan that outlines its professional development and ability to develop a thorough strategic outlook on governance matters throughout the fiscal year C) The Board should ensure that meetings are conducted with the utmost respect for diverse and varying opinions that are within reason. It’s equally as important to ensure that future, governance, and strategic matters are the major focus of boardroom discussion. D) The Board should avoid focusing on present or past organizational matters, and should instead monitor the President/CEO on high-level, strategic matters. Further, the President and CEO should be able to operate without feeling pressured to make certain organizational decisions that are compliant under Board policy. Policy Wording GP 2a-1a: The Board will cultivate a sense of group responsibility: the Board will not use the expertise of individual Board members’ as a means to substitute the Board’s judgment CGO’s Interpretation I define “cultivate a sense of group responsibility” as the Board acts as a single unit and will assume all risk and responsibility as a collective agent, unless based on an individual Board member’s willful neglect. I define “individual members’ expertise as a means to substitute the Board’s judgment” as skills or talents that can unduly influence the decisions of the Board as an entirety. Operational Definition Compliance will be demonstrated when: A) The Board votes on all motions and decision items as a whole, according to a quorum of Board members B) The Board remains committed to, and adheres to the decisions that are made by the Board as a whole C) The Board is not pressured into acting in a certain way based on the logic that is presented by an individual Board member Rationale A) The Board should have the freedom to vote on all motions and decision items as a collective agent. The result is therefore justified. B) The Board must respect, and speak objectively to the decision that results from a vote, regardless of any subjective matter C) The Board must respect the opinion of professionals and experts in certain fields of work. Therefore, any Board member must not try to use any uncertified professional logic to unduly influence the autonomous decision of a voting Board member. Policy Wording GP 2a-1b: The Board will cultivate a sense of group responsibility: the Board will only use the expertise of individual members for informational purposes.


CGO’s Interpretation I define “informational purposes” as unbinding information that provokes thought and promotes further research. Operational Definition Compliance will be demonstrated when: A) The Board uses the expertise of individual Board members as a means to probe more information on a governance or strategic matter. Rationale A) There is nothing wrong with a Board member suggesting that the Board, as a whole, considers a certain item in further depth and promotes research through the use of a committee. Policy Wording GP 2a-2: The Board will: guide the Organization through the creation and development of broadly written policies that reflect the Board’s values and perspectives. The Board’s major policy focus will be on the intended long-term effects outside the staff organization, not on the administrative means of attaining those effects. CGO’s Interpretation I define “guide” as providing high-level, strategic policies for the President and CEO to operate within. I define “creation and development of broadly written policies that reflect the Board’s values and perspectives” as the ongoing pursuit to establish new, or rework outdated Executive Limitations, Board-Management Delegations, Governance Processes, and Ends policies that represent the values of, and benefits for the moral ownership, as outlined in the Strategic Plan. I define “intended long-term effects outside of the staff organization” to mean that the Board will utilize foresight to evaluate the future impact that governance policies may have on the Organization. Operational Definition Compliance will be demonstrated when: A) The Board approves the strategic plan and interpretation of Ends policies B) The Board has a plan to review the Ends, Executive Limitation, Board-Management Delegations, and/or Governance Processes policies C) The Board has focused on governance matters and Ends-based discussion Rationale A) By approving the strategic plan and Ends policies, the organization provides the President and CEO with guidance as he/she fulfills operational duties throughout the year B) By having a plan to review policies, the Board is both focusing on developing superior and establishing improved limits or processes for sound organizational performance C) In developing policy, it is important for the Board to exhibit a thorough understanding of the impact and affect that policy creation/development can have on the Organization. This is a prudent measure.


Policy Wording GP 2a-3: The Board will: enforce upon itself methods of discipline that provide the means for effective governance. Discipline will apply to matters such as attendance, preparation for meetings, policy principles, respect of roles, and ensuring continuance of governance capacity. CGO’s Interpretation I define “methods of discipline” as establishing a plan to monitor Governance Process policies, which bind the Board to its governance duties. I define “attendance” as coming to meetings without violating GP2c-8. I define “preparation for meetings” as asking the CGO for guidance and clarification on agenda package items and/or coming to meetings with the agenda package read and questions prepared. I define “policy principles” as the Board focusing its discussion and governance duties on the principles of Policy Governance. I define “respect of roles” as clearly distinguishing between the roles of management and governance, and not unduly influencing operational mechanisms. I define “ensuring continuance of governance capacity” as providing input in Board evaluation reports and participating in any transitional duties as a Board member. Operational Definition Compliance will be demonstrated when: A) The Board has created Governance Process policies that demonstrate responsible governance performance B) The Board has plan for monitoring schedule for the Governance Process policies C) The Board provides support and assistance to the governance structure by providing feedback through evaluations, and assisting in the transitional process Rationale A) Board members should contribute to and be aware of the Board Code of Conduct, and other Governance Process policies that ensure that every Board member demonstrates due diligence B) By having a plan to monitor the Governance Process policies, the Board will ensure that it is taking a proactive step towards disciplining itself C) By filling out feedback, the Board is committed to improving its ability to develop stronger principles and aspire for an enhanced governance system Policy Wording GP 2a-4: The Board will: orient new members on the Board’s governance processes and continuously improve governance mechanisms. CGO’s Interpretation I define “orient new members on the Board’s governance processes” as ensuring that all new members of the Board are thoroughly trained on, and informed of how to operate within the framework of the Policy Governance Model. I define “continuously improve governance mechanisms” as engaging in discussion on, and evaluating the value of certain components in the governance system, while providing the prospect for future Boards to improve their functionality. Operational Definition Compliance will be demonstrated when:


A) The Board provides an orientation session for newly elected Board members that include a focus on the governance processes, the principles of Policy Governance, and the policy manual in general. B) The Board submits evaluation documents on the effectiveness of the governance system that is in place, complete with methods of improvement and policy recommendations Rationale A) The Board should ensure that excellent governance continues into the future, which is why educating the Board on all of the major components of their duties is vital. B) The Board should engage in proper evaluations and discuss possible changes to the governance system, as this will improve role clarity, inspire active involvement, and produce better metrics for governance evaluation. Policy Wording GP 2a-5: The Board will monitor the Board’s process and performance at each meeting. Selfmonitoring will be done formally for Governance Process policies and informally for Board Management Delegation policies CGO’s Interpretation I define “monitor the Board’s process and performance” critically evaluating the effectiveness of the Board’s duties and activities at every meeting. I define “self-monitor” as allowing the whole Board to determine if it’s in compliance or not. However, the CGO will provide the interpretations and operational definitions for all policies, except GP2e (Vice Chair Job Description) and GP2i (Chief Returning Officer Constraint). I define “formally for Governance Process policies” as having monitoring reports for Governance Processes that require a Board decision, and “informally for Board Management Delegation policies” as communicating and discussing policies with the Board for general understanding of the Board Management Delegation policies. Operational Definition Compliance will be demonstrated when: A) Board meetings, as a whole, involve the Board self-evaluations of Governance Processes, as well as have Board Meeting Evaluations B) The Board-Management Delegations policies are properly communicated to, and discussed by the Board. Rationale A) Monitoring the Governance Processes allows the Board to see if it’s doing its job properly. Doing Board Meeting Evaluations will provide quality assurance by determining whether the Board is committing to its discussion-based duties on a consistent basis. B) Understanding the Board Management Delegations policies allows the Board to recognize their role in the organization, and how to properly communicate and monitor the President/CEO. This is vital for developing an understanding of good governance. Policy Wording GP 2a-6: The Board will: allow no Officer, individual, or Committee of the Board to hinder or be an excuse for not fulfilling group obligations CGO Interpretation


I define “hinder or be an excuse for” as unduly influencing or stopping the Board from functioning in a certain manner, unless it is approved by the Board as a whole. Further, the Board cannot scapegoat the Chief Governance Officer, Board Member or Board Committee for not fulfilling a duty, as it is the Boards job to act as a collective entity. I define “group obligations” as collectively, and formally, monitoring the Ends, Executive Limitations, and Governance Processes, or adhering to any motion that binds the whole Board to accomplish a certain task. Operational Definition Compliance will be demonstrated when: A) The Board does not take disciplinary action against the Chief Governance Officer, Board member, or Board Committee that fails to complete tasks that would normally be a collective Board objective. Rationale A) Ensuring that the Board acts as a collective entity is vital for maintaining the ideal of unity. This ensures that no one is scapegoated for any incomplete group tasks. Policy Wording GP 2a-7: The Board will be accessible to all members by having no less than two (2) regular Board meetings per year in each city that the organization operates. CGO Interpretation I define “accessible” to mean that all undergraduate students are able to be informed of, and attend a board meeting. I define “year” as academic term from 2012-2013. I define “each city” as Waterloo and Brantford. Operational Definition Compliance will be demonstrated when: A) The Board has free and open meetings, and makes a concerted effort to inform the ownership of all Board meetings. B) At least two meetings are held in both Waterloo and Brantford per academic year Rationale A) Board should ensure that the moral ownership is able to voice concerns in an organizational open forum B) Board should connect and expose itself to the Ends-based concerns of the moral ownership on each campus, for transparency and accessibility purposes Policy Wording GP 2a-8: The Board will ensure that board meetings involve strategic visioning or Ends-based discussion CGO Interpretation I define “strategic visioning” as discussing the products of the Strategic Plan and focusing on future oriented changes. I define “Ends-based discussion” as conversations that related to the understanding, evaluation and development or redevelopment of the Ends of the organization. Operational Definition


Compliance will be demonstrated when: A) Each meeting involves a discussion, whether directly or indirectly, on the Strategic Plan, strategic visioning, or the Ends of the organization Rationale A) It’s the Board’s primary duty to ensure that the organization is prepared to address the needs of students of the future. There should always be meeting discussion on either the Ends of the organization or how the Board wishes to focus its attention on the future of the organization. Policy Wording GP 2a-9: The Board will: attend to consent agenda items as expeditiously as possible CGO Interpretation I define “consent agenda items” as items on the agenda that can be approved without a main motion. Essentially, certain items on the agenda, such as approval of the agenda, approval of Board minutes and recessing, can be approved if the Board deems that there are no issues, but only after a reasonable amount of time for consideration is granted by the Chair. Operational Definition Compliance will be demonstrated when: A) The Board uses consent agenda items, when appropriate, to make meetings more efficient Rationale A) Consent agenda items are appropriate when non-contentious issues are presented, and therefore creates more efficiency in the meeting th

Policy Wording GP 2a-10: The Board will: ensure that Roberts Rules of Order Newly Revised, 11 Edition is used in the facilitation of Board meetings CGO Interpretation th

I define this policy as stating that Roberts Rules of Order Newly Revised, 11 Edition is the official resource for operating, and resolving technical disputes during Board meetings. Operational Definition Compliance will be demonstrated when: th

A) All Board meetings are facilitated using Roberts Rules of Order Newly Revised, 11 Edition th B) All Board members are aware that Roberts Rules of Order Newly Revised, 11 Edition is to be used Rationale A) Self-explanatory B) Board members should be aware of this; if they are not, confusion can undoubtedly arise


Governance Process Policy 2b “Board of Directors Job Description” This interpretations-based monitoring report for Governance Process Policy 2b “Board of Directors Job Description” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias, and represents compliance with a reasonable interpretation of all aspects of the policy unless specifically stated otherwise. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 2012

Policy Statement Wording GP 2b. As an informed and collective agent of the ownership, the Board will provide specific job outputs that ensure appropriate organizational performance CGO Interpretation I define “informed and collective agent of the ownership” as an active, involved and dedicated Board that speaks, as a whole, on behalf of the ownership to ensure the well-being of present, but more importantly future undergraduate students at WLU. I define “specific job outputs” as the governance duties, such as ownership linkage initiatives, policy monitoring and development, performance evaluations of the President/CEO and the Board, and Ends development through strategic visioning. I define “ensure appropriate organizational performance” as conducting the proper evaluations of the President/CEO, whether through policy monitoring or mid-/end-of the term performance reviews, to allow the organization to function legally, prudently and ethically. Operational Definition Compliance will be demonstrated when: A) The Board has determined a schedule of monitoring the President/CEO’s performance, and has adhered to it throughout the year B) The Board has determined a schedule of monitoring of the Board’s performance, and has adhered to it throughout the year C) The Board has an active plan to engage with, and acquire feedback from the moral ownership D) The Board has committed itself to strategic visioning and Ends-development to evaluate the benefit and value that the organizational Ends provide the moral ownership. Rationale A) Monitoring the President/CEO’s performance will provide the means for an effective operational system. B) Monitoring the Board’s performance will provide the means for an effective governance system.


C) In order to truly understand the major issues that students face, and will face in the future, the Board must connect with students on a relatively frequent basis, and acquire feedback for further review D) The Board’s major duty is to administer strategic visioning and evaluate the Ends on a continuous basis Policy Wording GP 2b-1. The Board will: provide linkage between the organization and the ownership on governance matters CGO Interpretation I define “linkage” as connecting with, creating meaningful relationships with, and acquiring feedback from the moral ownership. I define “governance matters” as any Ends-based or strategy-focused duties that aim to improve the quality of the governance structure in the organization. Operational Definition Compliance will be demonstrated when: A) The Board is executing a plan that is complete with initiatives, feedback forms, and outcomes B) The Board takes into consideration the feedback that the moral ownership offers in policy development and boardroom discussion Rationale A) The Board should always have a plan that not only engaged with the students, but provides sound metrics for evaluating the governance structure, and then compiling the concerns or feedback (outcomes) into a document for further consideration B) The Board should take the feedback and discuss it in further depth when creating policy and engaging in board meetings, as this puts the focus on the Board’s duty to speak to governance matters in the organization Policy Wording GP 2b-2. The Board will: develop written governing policies that realistically address the broadest level of all organizational decisions and situations, namely through the Ends, Executive Limitations, Governance Processes, Board-Management Delegation policies CGO Interpretation I define “written governing policies” as the policies in the policy manual that provide guidance for the President/CEO and the Board. I define “realistically address the broadest level of all organizational decisions and situations” as the Board will think in terms of practicality and reasonability when developing and administering high-level organizational policies. I define “Ends” as the policies outlining the organization’s scope, direction, beneficiaries, and worth. I define “Executive Limitations” as policies that restrict the President/CEO from committing to, or administering any action without answering to the Board based on prudence, legality and sound business ethics. I define “Governance Processes” as the policies that the Board must monitor and abide by to provide excellent governance to the organization. And I define “Board-Management Delegations” as the policies that outline the relationship and expectations that the Board and President/CEO have of one another in terms of monitoring and delegating power. Operational Definition Compliance will be demonstrated when:


A) The Board has policies that do not unnecessarily restrict the President/CEO from performing his or her duties B) Any new policies that are created can and will be in compliance when monitored Rationale A) It is not the Board’s job to restrict the President/CEO from making certain decisions or taking any action on matters that do not harm or damage the organization in any long-term manner. B) If a new policy is created, it should be thoroughly analyzed to see whether it can be accomplished in a reasonable time period, has true value to the organization, and provides the authority with enough information so that it can be monitored properly. The authority is either the President/CEO or Board, depending on the policy type. Policy Wording GP 2b-3. Assure successful organizational performance on Ends and Executive Limitations CGO Interpretation I define “assure” as taking whatever action that is appropriate to provide excellent organizational performance from a policy standpoint. I define “successful organizational performance” as being in compliance with policies. Operational Definition Compliance will be demonstrated when: A) The Board enforces a monitoring schedule of Executive Performance according to BMD #2d1 B) All Executive Limitation and Ends policies, to date, are in compliance, or have a plan to bring into compliance. Rationale A) Having a schedule that frequently monitors the President/CEO ensures that he/she is performing to the highest standard with all policies in mind. B) All policies must be in compliance if the organization is to be successfully operating. If not, the Board should take whatever action, such as re-drafting policy or issuing a disciplinary letter, to provide compliance in the near future. Policy Wording GP 2b-4. The Board will: assure successful Board performance on Governance Processes CGO Interpretation I define “assure” as taking whatever action that is appropriate to provide excellent governance. I define “successful Board performance” as being in compliance with policies. Operational Definition Compliance will be demonstrated when:

A) The Board enforces a monitoring schedule as outlined in GP#2h1 B) All Governance Process policies, to date, are in compliance, or have a plan to bring into compliance Rationale


A) Having a schedule that frequently monitors the Board ensures that it is performing to the highest standard of good governance B) All policies must be in compliance if the organization is to be successfully operating. If not, the Board should take whatever action, such as re-drafting policy, to provide compliance in the near future.


Governance Process Policy 2c “Board Code of Conduct” This interpretations-based monitoring report for Governance Process Policy 2c “Board Code of Conduct” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP 2c. The Board commits itself and its members to ethical, businesslike and lawful conduct, including proper use of authority and appropriate decorum when act as Board members. CGO’s Interpretation I define “ethical conduct” as abiding by the commonly accepted principles of right and wrong. I define “businesslike conduct” as being professional and paying careful attention to the well-being of the organization. I define “lawful conduct” as operating within the confines of the national, provincial, municipal and organizational legal codes. I define “authority” as the special power the Board has over the development and implementation of policies and disciplinary action, but not over any member of the organization. I define “appropriate decorum” as being respectful and courteous in any Board capacity. Operational Definition Compliance will be demonstrated when: A) All policies within GP2c are in compliance Rationale A) If all policies within GP2c are in compliance, then the Board is adhering to its Code of Conduct Policy Wording GP 2c-1. The Board will: have loyalty to the ownership, uncontested by loyalties to staff, other organizations, and any personal interest as a consumer.

CGO’s Interpretation I define “loyalty to the ownership” as remaining dedicated to the Board’s governance duties and addressing the primary needs of the undergraduate students of WLU as owners, not consumers. I define “uncontested by loyalties to staff” as avoiding the favouring opinions of staff members on certain Board decisions or actions. I


define “other organizations” as any other organization that is not the Students’ Union. I define “personal interest as a consumer” as Board concerns that are fueled by individual interactions with the products or services that are offered by the organization. Operational Definition Compliance will be demonstrated when: A) Boardroom discussion is focused on governance matters for the moral ownership, such as the Ends, strategic visioning or performance monitoring, as opposed to consumer concerns. Further, Board Meeting Evaluations, to date, should not have an unreasonable number of operational concerns. Rationale A) Board Meeting Evaluations are completed by the Board as a collective. If there are any issues based on personal or operational conflicts, they will be addressed in meeting evaluations. Policy Wording GP 2c-2. The Board will: avoid conflict of interest with respect to their fiduciary responsibility CGO’s Interpretation I define “conflict of interest” as personally benefitting from, either materially or financially, any decision or action that is made in a working capacity of the Organization. I define “fiduciary responsibility” as trust between each Board member and the organization that he/she will act in good faith, devoid of any financial mischievousness, for the well-being of the organization. Operational Definition Compliance will be demonstrated when: A) Board members disclose all conflicts of interest, and this document is signed by all members B) The Board does not make any decisions that will unreasonably benefit any Board member in a financial or material manner.

Rationale A) By disclosing all conflicts of interest, the Board is aware of who needs to abstain from certain decisions B) The Board can clearly evaluate who will benefit materially or financially from any Board decision Policy Component Wording GP 2c-2a. There must be no self-dealing or business by a Board member with the organization. Board members will annually disclose their involvements with other organizations, with vendors, or any associations that might be or might reasonably be seen as a conflict. CGO’s Interpretation


I define “self-dealing or business” as an individual Board member using his/her position for any purpose other than Board mandated duties, as outlined in the Governance Process policies. I define “vendors” as any business that operates on the Brantford or Waterloo campuses. I define “organization” and “association” as any entity that represents a membership that has a common purpose and a formal structure, but is not the Students’ Union. Operational Definition Compliance will be demonstrated when: A) The list of conflicts of interest, as stated in GP2c-2 is compiled and signed. B) Individual Board members have not directly engaged in an agreement with any business or association on behalf of the Students’ Union. Rationale A) Self-Explanatory B) This does not mean you cannot be a part of any other business. You cannot, however, act as Students’ Union Board member when seeking out or administering an agreement with any business or association. Policy Component Wording GP 2c-2b. When the Board is to decide upon an issue about which a Board member has an unavoidable conflict of interest that Board member shall withdraw without comment not only from the vote, but also from deliberation CGO’s Interpretation I define “an issue” as a matter that requires a Board decision. I define “unavoidable conflict of interest” as a circumstance that renders a Board member incapable of making a fair and balanced decision on a matter. I further define that to mean that the Board member is unable to relieve him/herself of said circumstance to allow for a fair decision. I define “withdraw from deliberation” as removing oneself from the Board table and refraining from comment as an observer of Board discussion. I define “vote” as not being able to approve, oppose, or abstain from any decision item. Operational Definition Compliance will be demonstrated when: A) Any Board member who has a conflict of interest on any matter is removed from Board deliberation and voting Rationale A) If any Board member who has a conflict of interest speaks or votes on said matter, then it puts the organization at risk of corruption and abuse. Policy Component Wording GP 2c-2c. Board members will not use their position to obtain employment in the organization for themselves, or anyone else. A Board member must resign from his/her position prior to becoming a paid employee of the Organization. A Board member must declare a conflict of interest upon submitting his/her nomination for an elected position and remove his/herself from Board deliberation until the conclusion of any general meeting. CGO’s Interpretation


I define “obtain employment” as acquiring a paid position within the Organization. I define “prior to becoming a paid employee” as immediately before the start date of the said contract. I define “upon submitting” as providing the Chief Governance Officer and Board of Directors a written statement of a potential nomination for an elected position at least 48 hours before the submission. I define “until the conclusion of any general meeting” any time during the campaigning period. Operational Definition Compliance will be demonstrated when: A) Board members do not sit on any Students’ Union hiring committee, except in the case of the Chief Returning Officer (CRO) and Assistant Chief Returning Officer (ACRO) B) Board members do not instruct the President/CEO on how to conduct hiring, except as indicated in the Executive Limitation policies C) Any Board member who is hired as a paid employee resigns on the start date of the contract D) Any Board member who seeks to run for election declares a conflict of interest Rationale A) It’s only appropriate for Board members to get involved in hiring for the organization when it’s for the CRO or ACRO B) Hiring is the domain of the President/CEO. It is the Board’s duty to evaluate the Executive Limitation policies and ensure that they’re reflective of organizational needs C) A Board member cannot also be paid employee of the same organization, as this is illegal D) Since the Board oversees elections, Board members running for election must not unduly influence the process Policy Wording GP 2c-3. The Board will: avoid exercising individual authority over the organization and the President/CEO. CGO’s Interpretation I define “exercise individual authority” as an individual Board member using his/her discretion to evaluate the performance of, or delegate duties to any paid or unpaid employee, and the President/CEO. Operational Definition Compliance will be demonstrated when: A) There are no reports of a Board member individually evaluating the performance of, or delegating duties to any employee and the President/CEO. The President/CEO will write a letter to the Board to express this. Policy Wording GP 2c-3a. Board members must recognize the lack of authority vested in individuals when interacting with the President and staff, except when explicitly Board-authorized. CGO’s Interpretation I define “lack of authority” as an individual Board member’s inability to delegate tasks to, define parameters of, and supervise the duties of any paid or unpaid employee of the Students’ Union, as this can only be done by the whole Board through the development and monitoring of the Executive Limitations and Ends policies. I define


“explicitly Board-authorized” as the Board delegating a certain duty to a Board member, complete with limitations and a focused plan. Other than that, Board members must abide by the Unity of Control (BMD #2a), which dictates that the President/CEO only has to act on matters that are binding through a motion, he/she does not have to respond to an unauthorized request from an individual Board member if it requires too much time and resources. Operational Definition Compliance will be demonstrated when: A) All Board members clearly understand that their role is to act as a collective, not as individuals Rationale A) The Board must remain as a collective entity to ensure that the governance structure is well maintained and produces high quality policy for the organization. Individual Board members, no matter how intelligent or experienced, cannot use their own discretion to complete tasks on behalf of the Board without Board approval. B) This will require discussion for compliance Policy Wording GP 2c-3b. Board members must recognize the same limitation and the inability of any Board member to speak for the Board to the public, press or other entities, except explicitly stated Board decisions CGO’s Interpretation I define “recognize” as a self-disciplined approach to understanding. I define “limitation” and “inability” in the same vein as being prohibited from doing. I define “public” to mean anyone within the Waterloo or Brantford communities. I define “press” as meaning any media outlets, such as the Cord, Sputnik, Imprint, the Record, and the like. I define “other entities” as any business, organization, association, agency or establishment that is not the Students’ Union. Overall, this means that Board members are only allowed to speak to board-approved decisions to the public, press, and other entities, which ensures that the Board speaks with one voice. Operational Definition Compliance will be demonstrated when: A) There are no reports or complaints of Board members speaking to the public, press, or other entities on matters that have not been approved by the Board. B) Board members inform that CGO and Director of Marketing and Communications about whether they have been approached and/or have a pending interview with the media or any other public entity. Rationale A) The CGO is given the exclusive authority, as per GP#2d, to speak on behalf of the Board for matters that pertain to the Board. However, the Board is only allowed to speak to decisions that have been made by the Board as a collective. B) This ensures that all information is centralized and focused on the right topics.


Policy Wording GP 2c-3c. Board members must refrain from expressing individual judgments of performance of employees or the President, unless participation in Board deliberation pertains to whether the President has achieved any reasonable interpretation of Board policy. CGO’s Interpretation I define “refrain” as avoiding at all costs. I define “expressing individual judgments of performance” as an explicit job performance evaluation that is made by a single Board member. Board members must not individually evaluate the performance of any paid or unpaid employee, and the President/CEO. I define “participation in Board deliberation” as discussing, as a whole, whether the President/CEO has been in compliance with the Executive Limitations, Ends and any other Board policy that pertains to CEO performance. I define “any reasonable interpretation” as an interpretation to Board policy that is prudent, legal, and ethical based on commonly accepted business standards and practices. I further interpret it to mean that Board members will collectively use the ‘reasonable person’s test’ when evaluating the President/CEO. Operational Definition Compliance will be demonstrated when: A) Individual Board members do not evaluate the performance of any paid or unpaid employee B) Performance evaluation is limited to whether the President/CEO has been in compliance with Board policies Rationale A) Board members should never evaluate whether an employee is doing his or her job. That is the domain of the President/CEO. The Board can only, as a collective, evaluate the President/CEO’s performance in a formal setting B) If discussing the job performance of the President/CEO, it should be focused on Board policies, which is the Board’s domain Policy Wording GP 2c-4. The Board will: respect the confidentiality appropriate to issues of a sensitive nature. CGO’s Interpretation I define “respect” as demonstrating loyalty by not disclosing certain information. I define “confidentiality appropriate to issues of a sensitive nature” to mean that any matter that pertains to human resources, contract negotiations, or any other sensitive matter that can negatively impact the outcome of a pending decision is held is confidence. This further means that Board members cannot publicly or privately divulge confidential information to anyone, until the information is declassified. This is a very serious matter, as there could be legal and financial consequences as a result of breaching confidentiality. Operational Definition Compliance will be demonstrated when: A) There are no reports of Board members divulging confidential information to the public Rationale


A) If there are no reports of negligence, then there isn’t a confidentiality problem for Board members. However, Board members should ensure that no one speaks of highly confidential matters. Policy Wording GP 2c-5. The Board will: be properly prepared for Board deliberation CGO’s Interpretation I define “properly prepared” as having read the entire agenda package and any supporting documentation before Board meetings. I further define this to mean that Board members should notify the CGO and/or President/CEO about any pressing concern or question that may or may not appear on the agenda. If unable to make a meeting, Board members are encouraged to contribute to Board discussion by presenting notes or motions with justifications to the CGO at least 24 hours before any regularly scheduled meeting. Operational Definition Compliance will be demonstrated when: A) All Board members are actively involved in Board meeting discussion that is focused on the items at hand. Rationale A) If Board members are able to speak accurately to the details of the agenda package, and contribute to the conversation in a meaningful way, then it demonstrates that they have read the agenda package or at least have a working knowledge on the matters at hand. The Board Meeting Evaluations will determine whether the Board was able to keep discussion focused. Policy Wording GP 2c-6. The Board will: support the legitimacy and authority of the final determination of the Board on any matter, irrespective of any Board members’ personal position of the issue. CGO’s Interpretation I define “support” as providing context to members on, adding unbiased opinions of, and honouring the finality of decisions that were made as a Board. I define “legitimacy and authority” as a decision that the Board came to as a whole, which is binding and represents the will of the moral ownership. I define “final determination” as a passed motion and thus final decision. Board decisions can, however, be re-evaluated by the Board, but until then, the decision must be respected by all Board members. I define “personal position of the issue” as the individualistic opinion or logic that negatively impacts the value of the final decision of the Board. Operational Definition Compliance will be demonstrated when: A) Board members do not openly discredit any decision that has been made by the Board to anyone. Rationale


A) If Board members do not speak with one voice, then the legitimacy of the organization is compromised. That said, Board members should respect the Board’s decisions by speaking to them (and to anyone about them) in a professional manner. Policy Wording GP 2c-7. The Board will: see that all Board documents and filings are accurate, current and timely. CGO’s Interpretation I define “accurate” as verifying the validity of the minutes and Board decisions. I define “current” as being up-todate. I define “timely” as a manner that does not compromise the time-sensitive nature of certain organizational matters. Essentially, the Board’s duty is to make sure that all Board matters are being documented in a responsible manner. Operational Definition Compliance will be demonstrated when: A) Minutes are reviewed and approved at the beginning of every meeting B) Any outstanding items or tasks for the Board’s consideration are properly and professionally responded to. Rationale A) If the Board approves the Minutes, then that means the Board is ensuring that all motions and discussion topics are being documented B) The Board must ensure that the organization commits to the tasks that it sets out to accomplish. By having these documented and filed, it will ensure that the organization remains functional and responsible. Policy Wording GP 2c-7a. Policies will rigorously follow Policy Governance principles CGO’s Interpretation I define “rigorously follow Policy Governance principles” as ensuring that all policies are made with consideration to the proper reporting structure and delegation model that helps govern the Students’ Union, as verified by the Policy Governance Consultant. Operational Definition Compliance will be demonstrated when: A) Policy Governance consultancy is administered with the creation or re-evaluation of any policy, within reason. Rationale A) In order to prevent the organization from falling off track, it is important to periodically check to see whether any new or current policies are relevant in the Policy Governance model. Any minor changes,


such as wording changes, do not need governance consultancy, as it would be a waste of time and resources. Policy Wording GP 2c-7b. Bylaw elements necessary for legal compliance and for consistency with the principles of Policy Governance will be known to the Board CGO’s Interpretation I define “Bylaw elements necessary for legal compliance” as ensuring that all Board policies are within the confines of corporate, municipal, provincial and federal laws. Essentially, no Board policy should put the Students’ Union at risk of being sued, and should remain in compliance with the Policy Governance principles, as stated in GP2a, Governing Style. Operational Definition Compliance will be demonstrated when: A) A competent authority, such as legal counsel or the Policy Governance Consultant, verifies the legality of all policies Rationale A) In order to safeguard the organization from abuse, all policies, whether new or old, should be primarily analyzed by a competent authority to minimize risk and prevent malpractice. Once all policies are verified, they only need to be reverified after a substantial modification is made, or if a new policy is created. Policy Wording GP 2c-7c. Requirements for format, brevity and accuracy of Board minutes will be known to the Chair of the Board CGO’s Interpretation I define “format, brevity and accuracy” as the Board must ensure that the Chair of the Board is informed of any errors with the style, conciseness, word-choices, or preciseness of any component in the Board minutes. Operational Definition Compliance will be demonstrated when: A) Board members bring up any errors to the minutes Rationale A) If Board members are thoroughly reading the agenda package, and have taken notes at the meetings, then they should be able to catch any inaccuracies. Policy Wording GP 2c-8. The Board will: ensure that a Board member is considered to have resigned if he/she is absent from 50% of meetings in any two month period, without justification.


CGO’s Interpretation I define “ensure” as making sure that a certain deed is carried out. I define “considered to have resigned” as a Board member granting permission to the Board to terminate his or her position based on a failure to comply with the details of this policy. I define “absent” as not phone-calling, video-calling or physically attending a meeting. I define “without justification” as failing to ensure that the CGO is properly informed of a regret. I further define this to mean that the excuse for not attending a meeting must be well founded, which includes, but is not limited to any incapacitating health issue, family emergencies, personal emergencies and any academic-related conflicts. Operational Definition Compliance will be demonstrated when: A) Board members submit their regrets for any absence at least 48 hours prior to a Board meeting. Rationale A) As long as the Board has quorum, any major issue among Board members can be solved by sending in regrets Policy Wording GP 2c-9. The Board will: participate in all board performance evaluations CGO’s Interpretation I define “participate in all board performance evaluations” as actively engaging in the feedback process for any meeting evaluation, Board self-evaluation or any other evaluation that is deemed necessary for the enhancement of the Students’ Unions governance capacity. Operational Definition Compliance will be demonstrated when: A) Board members provide feedback, in a timely manner, to any evaluation form that has been authorized by the CGO Rationale A) The CGO spearheads the evaluation process for the Board to maintain governance excellence. This allows future Boards to improve their governance function, but requires all Board members to be actively engaged in the process.


Governance Process Policy 2d “Chair of the Board and Chief Governance Officer” This interpretations-based monitoring report for Governance Process Policy 2d “Chair of the Board and Chief Governance Officer” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement GP2d. The Chair of the Board and Chief Governance Officer (CGO), a specially empowered member of the Board, assures the integrity of all governance processes. CGO’s Interpretation I define “a specially empowered member of the Board” as a Board member who is granted the primary duties of chairing board meetings and spearheading the facilitation and implementation of governance initiatives. I define “integrity of all governance processes” as ensuring that all policies, procedures and conducts are being adhered to and reviewed when necessary. This will ensure that the organization is functioning to the highest governance standard, and providing an avenue for the moral ownership to provide input and feedback. Operational Definition Compliance will be demonstrated when: A) The Board agrees that the Chair of the Board and CGO has been active, engaged, resourceful and inspiring through his/her term B) There is a plan to revise and monitor policies, to orient and train Board members, to conduct elections, and to provide the means for strategic visioning. Rationale A) The Board should find the Chair of the Board and CGO to be a servant-leader, not one or the either. This ultimately enables Board members to improve the governance capacity of the Organization. B) An annual plan has to be created and adhered to by the Chair of the Board and CGO. This requires a great deal of self-training, organization and analysis in order to completely cater to the needs of Board members and the moral ownership.


Policy Wording GP 2d-1. The Chair of the Board and CGO will: ensure that the Board behaves consistently with its own rules and those legitimately imposed upon it from outside the organization. CGO’s Interpretation I define “behaves consistently with its own rules” as being in formal compliance with the Governance Processes and the Students’ Union Bylaws and informal compliance with the Board-Management Delegations. I define “those legitimately imposed upon it from outside the organization” as being in compliance with the Not-For-Profit Act of Ontario and any law that pertains to the organization on a municipal, provincial and federal level. Operational Definition Compliance will be demonstrated when: A) The Board is provided with an understanding on the Governance Processes, Board-Management Delegations, Students’ Union Bylaws, Not-For-Profit Act of Ontario, and the responsibilities of Directors. Rationale A) This will ensure that Board members are aware of their powers and responsibilities, the risks and liabilities that their positions hold, and the policies that guide their actions. Policy Wording GP 2d-1a. Meeting discussion content will ordinarily only be those issues, which, according to Board policy, clearly belong to the Board to decide or to monitor CGO’s Interpretation I define “meeting discussion content” as information that is provided in Board meeting agenda packages. I define “issues that belong to the Board to decide” as discussing financial prudence, strategic visioning for the Strategic Plan, policy development for Governance Processes, Board Management Delegations, Executive Limitations, and Ends, and any other matter that has a long-term, strategic impact on the Organization. It is important that the Board focuses its attention on the long-term, as opposed to the short-term details. I define “to monitor” as any monitoring reports on Governance Processes, Executive Limitations, Ends, or Board Management Delegation policies that are provided to the Board by the President/CEO, Chair of the Board and Chief Governance Officer, Vice Chair of the Board and Chief Returning Officer. Operational Definition Compliance will be demonstrated when: A) All items on the agenda are focused on Board-oriented matters, such as monitoring, Ends-based discussions, policy changes and any long-term, strategic projects Rationale A) If the agenda shows that the Board is focused on the right things, as approved by the Board, then the Chair/CGO has successfully provided the Board with a governance-based agenda.


Policy Wording GP 2d-1b. Deliberation will be fair, open, and thorough, but also timely, orderly and kept to the point. CGO’s Interpretation I define “fair, open and thorough” as ensuring that all Board members have a chance to speak or contribute to the conversation based on Robert’s Rules of Order, but in a focused and respectful manner. I further define it to mean that discussion will make use of facts and points that are outlined in the meeting’s agenda package. I define “timely, orderly and kept to the point” as limiting discussion to a reasonable amount of time, as allotted in the agenda package, and ensuring that no comments are repetitive, slanderous, inappropriate or grossly off topic. Operational Definition Compliance will be demonstrated when: A) Roberts Rules of Order are being followed in a relatively professional manner B) There are no reports of abuse or neglect felt among the Board members during boardroom discussion Rationale A) Roberts Rules help ensure that everyone has a chance to speak without discrimination or neglect B) If on topic, Board members should be free to express themselves in any way without being shellacked. Any unruly Board member will be reprimanded or censured for any comments that are deemed inappropriate or abusive. Policy Wording GP 2d-1c. Information that is for neither monitoring performance nor Board decisions will be avoided or minimized and always noted as such. CGO’s Interpretation I define “information that is for neither monitoring performance nor Board decisions” as operational details and content that is not within the Board’s appropriate decision-making area. Board discussion must have a monitoring, policy-based or long-term focus. I define “avoided or minimized” as disallowing the Board to focus its attention any discussion that is not completely related to the aforementioned duties, but being somewhat flexible by using sound judgment to determine whether a certain matter is appropriate for Board discussion. I define “always noted as such” as informing the Board of any matter that is not truly appropriate for Board discussion. Operational Definition Compliance will be demonstrated when: A) Board meetings stay focused on governance matters B) The Board Meeting Evaluations are complete and devoid of any major operational issues Rationale A) Self-explanatory B) Board Meeting Evaluations are meant to ensure that the Board clearly recognizes whether it kept discussion to governance matters.


Policy Wording GP 2d-2. The Chair of the Board and CGO will: make decisions that fall within the topics covered by the Board policies on Governance Processes and Board-Management Delegations, with the exception of employment or termination of the President/CEO and where the Board specifically delegates portions of this authority to others. CGO’s Interpretation I define “make decisions” as it is the Chair/CGO’s duty to interpret, enforce the monitoring of, and provide evidence for all Governance Processes and Board-Management Delegations policies that state ‘Chair of the Board/CGO will’, ‘The Board will’ and ‘Board Committees will’. All other policies must be defined by the appropriate person, but monitoring will be enforced, too. I define “employment or termination of the President/CEO” as the Chair/CGO cannot personally fire or remove the President/CEO from office. I define “the Board specifically delegates portions of this authority to others” as, if the Board deems it necessary, takes some of the powers and responsibilities, such as chairing meetings or committees, and interpreting policies, away from the Chair/CGO. Operational Definition Compliance will be demonstrated when: A) The Chair/CGO has followed the Governance Process Monitoring Schedule as approved by the Board B) The Chair/CGO makes recommendations where applicable to maintain compliance with Governance Process and Board-Management Delegation policies. C) The Chair/CGO has not terminated the President/CEO D) The Chair/CGO has not abused his/her powers by rejecting any action that is enforced on him/her Rationale A) Self-Explanatory B) In order to ensure that all policies are up to date and relevant, the Chair/CGO should use his/her experience and board education to provide policy recommendations for the Board to consider C) Self-Explanatory D) If the Board feels that the Chair/CGO has abused his/her powers after being told not to do something, then it can take disciplinary action Policy Statement Wording GP 2d-3. The Chair of the Board and CGO will: use any reasonable interpretation of the provisions in these policies. CGO’s Interpretation I define “reasonable interpretation” as using insight and expertise to provide scope and clarify when defining any interpretation. This will ensure that all policies are being defined in a realistic and appropriate manner. Operational Definition Compliance will be demonstrated when:


A) The Board deems all Chair/CGO interpretations as reasonable. Policy Wording GP 2d-3a. The CGO is empowered to chair Board meetings with all commonly accepted power of that position CGO’s Interpretation I define “commonly accepted power of that position” as being able to recognize Board members and implement Roberts Rules during Board meetings. Operational Definition Compliance will be demonstrated when: A) The CGO has chaired every meeting (except when a conflict of interest arises) without deviating from, or abusing his/her powers Rationale A) Essentially, if the CGO is successful at chairing meetings, this policy can be seen as compliant through a self-evaluation by the Board Policy Wording GP 2d-3b. The CGO has no authority to make decisions about policies created by the Board within Ends and Executive Limitations policy areas. CGO’s Interpretation I define “to make decisions about policies created by the Board” as the CGO cannot create, change or go against a Board decision when analyzing the Ends and Executive Limitation policies. Operational Definition Compliance will be demonstrated when: A) The CGO does not create, change, or implement Ends and Executive Limitation policies without getting them approved by the Board B) The CGO does not interpret the Ends and Executive Limitation policies for the President. Rationale A) If the Board doesn’t agree a proposal by the CGO, then the Board has the final say Policy Wording GP 2d-3c. The CGO has no authority to supervise or direct the President. CGO’s Interpretation I define “no authority to supervise or direct” as not being able to personally monitor the performance of, and delegate tasks to the President.


Operational Definition Compliance will be demonstrated when: A) The President reports that the CGO has not unduly influenced or directed him/her on any operational matter Rationale A) The CGO can only use his/her powers when authorized by the Board, and therefore cannot step into a managerial capacity with the President/CEO. Policy Wording GP 2d-3d. The CGO may represent the Board to outside parties in announcing Board-stated positions and in stating CGO decisions and interpretations within the areas delegated to him or her CGO’s Interpretations I define “represent the Board” as speaking on behalf of the Board, and not speaking as if he/she is the Board’s sole decision-maker. I define “outside parties” as any organization or entity that is not Students’ Union. I define “Board-stated positions” as ratified Board decisions or mandates. I define “CGO decisions and interpretations” as the governance initiatives and policy explanations that the CGO undertakes. Therefore, the CGO speak is only granted permission to represent the Board by speaking to Board decisions, Board positions on certain matters, and the interpretations of Governance Process and Board Management Delegation policies. Operational Definition Compliance will be demonstrated when: A) The CGO does not make statements to the public or media that are not reflective of the Board’s decision B) The CGO corrects any major inaccuracies that may be presented by the public or media outlets C) The CGO is allowed to speak on Board performance according to reasonable interpretations of the Governance Process and Board Management Delegation policies D) All public statements from Board members have been formally or informally approved the CGO Rationale A) There needs to be consistency with public declarations and Board decisions B) If Board decisions have been misrepresented by media outlets, the Chair/CGO must go out and fix the issue C) The Chair/CGO should limit his/her comments to the policies of the Board, within the confine of the reasonable interpretations D) If any Board member wishes to communicate a public statement, it needs to seek approval from the Chair/CGO Policy Wording GP 2d-3e. The CGO will ensure the provision of effective monitoring of Governance Process Policies. CGO’s Interpretation


I define “ensure the provision of effective monitoring” as monitoring all Governance Process policies periodically throughout the academic year. This is to be included in the annual agenda. Operational Definition Compliance will be demonstrated when: A) All Governance Process policies, with the exception of Committees, are part of the monitoring schedule throughout the year Rationale A) The CGO must ensure that the Board is doing its job at all times, and this can be seen through monitoring. Policy Wording GP 2d-3f. The CGO may delegate this authority, but will remain accountable for its use. CGO’s Interpretation I define “delegate this authority” as providing any other Board member or affiliated Board support staff with the power to assume whatever function of the CGO as per Governance Process policy #2d. I define “remain accountable for its use” as the CGO taking full responsibility for the malpractice or abuse of any duty that has been delegated. Operational Definition Compliance will be demonstrated when: A) The Chair/CGO is held accountable by the Board for this policy and all products associated with the role of the Chair and CGO. Policy Wording GP 2d-3g. The CGO shall act in a coaching role for other directors. CGO’s Interpretation I define “coaching role” as the CGO being a mentor and guide for all Board members in an equal capacity. A special focus must be placed on ensuring that Board members are trained, focused on the principles of Policy Governance, and empowered to fulfill all of their Board duties, as outlined in the Governance Processes and Board Management Delegation policies. Operational Definition Compliance will be demonstrated when: A) B) C) D)

The CGO is available to connect with Board members either in the office or by electronic means The CGO responds to all Board member concerns in a quick and concise fashion The CGO assists Board members with any policy-related or strategy-related inquiry The CGO helps clarify complex governance issues and ensures that all Board members are properly accommodated with the right resources and information

Rationale


A) Being accessible is key, but it’s important to note that a meeting can be set up at any time and take place in a variety of places on campus or over electronic means. B) Being punctual and addressing concerns quickly will help Board members remain enthusiastic and involved in the governance process. C) Helping Board members analyze and create policy (if requested) for strategic direction is absolutely critical to the effectiveness of the governance system. D) Ensuring that all Board members are provided with the necessary information and concise governance updates will enable them to feel empowered. Policy Wording GP 2d-4a. Other duties of the CGO include, but are not limited to: the establishment and implementation of a training schedule for the Board. CGO’s Interpretation I define “establishment and implementation of a training schedule” as providing Board members with a detailed schedule for training from immediately before taking office (in the Directors-elect stage), loosely throughout the Spring term, and thoroughly throughout the Fall and Winter terms. The CGO is dedicated to providing the Board with a year-round training schedule. Operational Definition Compliance will be demonstrated when: A) The CGO creates and reasonably follows through with a training schedule for the Board in increments: Elect stage, Spring stage, and Winter/Fall stage B) The CGO takes Board members feedback into account on a consistent basis for all training mechanisms Rationale A) Ensuring that the Board is kept abreast of all training plans and material is critical for their successful understanding of the governance process B) In order to improve, the CGO must document and create an annual report on the effectiveness of training on governance system. This report should be provided to the Board by the end of the year, and be provided to the subsequent Board. Policy Wording GP 2d-4b. Other duties of the CGO include, but are not limited to: creating a schedule of Board meetings for the year to be presented to the Board for approval CGO’s Interpretations I define this policy to mean that the Board must be provided with, and approve a schedule that outlines the time and dates of each Board meeting before September. Operational Definition Compliance will be demonstrated when: A) The Board approves a meeting schedule for the Fall/Winter terms


B) All acceptable Board powers and privileges (such as giving the Board seven days notice of a regularly scheduled meeting change, six hours notice of an emergency Board meeting, and allowing the Board to alter the meeting schedule) are abided by the CGO. Rationale A) Self-Explanatory B) The Board is privy to change the schedule at any time, and the CGO should always take Board members’ diverse needs into consideration when compiling the schedule (if Board members show a reasonable effort to reach out and provide the CGO with necessary information) Policy Wording GP 2d-4c. Other duties of the CGO include, but are not limited to: supervising the Chief Returning Officer and the elections process for the Annual General Meeting of the organization. The CGO shall be responsible for the hiring of a Chief Returning Officer who shall oversee the elections process CGO’s Interpretation I define “supervising the Chief Returning Officer and the elections process” as the CGO oversees the provisions of and the functionality of the CRO duties and elections in general. I define “hiring of a Chief Returning Officer” as overseeing the interview process of the Assistant Chief Returning Officer prior to the election period. This also means that in the absence of a full time Chief Returning Officer, the CGO will be dedicated to running the interview process for that position. Operational Definition Compliance will be demonstrated when: A) The CGO initiates and completes the hiring process for the A-CRO in conjunction with the CRO B) The CGO sends out a call for referenda questions to the ownership and presents them to the Board prior to the end of the fall semester C) The CGO assists the CRO and A-CRO prior to and throughout the election process Rationale The CGO needs to maintain the integrity of the whole electoral process, and thus all mechanisms must be successfully put in place and report (when applicable) to the CGO. Policy Wording GP 2d-4d. Other duties of the CGO include, but are not limited to: the facilitation of Board processes. CGO’s Interpretation I define “facilitation of Board processes” as the CGO supports and implements training, Board meetings, policy development, executive performance monitoring, committee work, and strategic planning, as part of the governance capacity for the organization. Operational Definition Compliance will be demonstrated when:


A) The CGO sits on all committees or delegates the responsibility to the Vice Chair in which case the CGO will be responsible for providing said committees with any requested information B) All policy development is done in conjunction with the CGO to provide feedback and sufficient resources C) The CGO has planned and executed Board training consistently throughout the year D) The CGO has included strategic visioning and strategic planning in Board initiatives through the year (i.e. in Board meetings) Rationale A) It’s important that there is consistency with the work that all committees are completing. The CGO, or delegated Board member, must guarantee the integrity of the committee working process by providing support and information at all times B) Policy development needs to have CGO oversight, as it requires a certain level of institutional understanding, and provides the means for resources to be properly used. C) Board training ensures that the governance system is self-sustainable and effective D) Strategic planning is an important part of Board work. In order to ensure that the Ends clearly reflect the long-term needs of students, the Board must discuss them in a strategic manner on a consistent basis. Policy Wording GP 2d-4e. Other duties of the CGO include, but are not limited to: the compilation and distribution of all Board-relevant material and documents prior to meetings of the Board. CGO’s Interpretation I define “compilation and distribution of all Board-relevant material and documents” as putting together the agenda package (complete with monitoring reports, updates, project proposals and/or presentations) and sending it to the Board. The Board will be provided with this documentation no less than 72 hours prior to a regularly scheduled Board meeting, unless unforeseen circumstances arise. Operational Definition Compliance will be demonstrated when: A) All agenda packages are provided to the Board no less than 72 hours prior to a regularly scheduled Board meeting B) Information for emergency board meetings is provided to the Board with at least six hours of notice Rationale A) Usually, 48 hours is deemed as reasonable. I, however, will set my minimum at 72 hours to give the Board more time to get the documents, go through them, and ask applicable questions. B) Since emergency board meetings are usually unforeseen, the best commitment I can make to the Board is to provide it with documents with at least six hours notice. If, however, I deem there to be too much information for the Board to have an adequate amount of time to respond to the matter appropriately, then I will schedule the meeting for a later time.


Policy Wording GP 2d-4f. Other duties of the CGO include, but are not limited to: acting as the official liaison between the Board of Directors and the President. CGO’s Interpretation I define “official liaison” as the CGO will communicate formal messages from the President to the Board, and vice versa. The Board must also ensure that the CGO is properly informed about any communication that is done between the President and a Board member. Operational Definition Compliance will be demonstrated when: A) All formal emails or announcements for the Board to the President will be done by the CGO. B) Board members and President copy the CGO on any mode of electronic communication, when referencing governance matters Rationale A) To remain consistent, it’s important that all formal messages from the Board to the President (and vice versa) go through the CGO B) In order to maintain Board solidarity, the CGO should be copied on any email or electronic communication that is sent from the President and Board members, and vice versa. Policy Wording GP 2d-4g. Other duties of the CGO include, but are not limited to: compilation and facilitation of the Board’s mid-year and end of year evaluation of the President CGO’s Interpretation I define “Board’s mid-year and end of year evaluations of the President” as a report of all the monitoring reports and their compliance or non-compliance as a metric for the President’s performance in November (mid-year), and again in March (end of year). The CGO will be responsible for collecting all of this information, compiling it, and organizing it based on areas of improvement and compliance. Operational Definition Compliance will be demonstrated when: A) The CGO compiles a midterm review of the President in November 2012 B) The CGO compiles the year-end review of the President in March 2013 Policy Wording GP 2d-4h. Other duties of the CGO include, but are not limited to: the maintenance and revision of the Policy Governance manual of the organization in accordance with Board decisions. CGO’s Interpretation I define “maintenance and revision of the Policy Governance manual” as the CGO will ensure that all policies in the manual are both up to date and reflective of the decisions that are made by the Board.


Operational Definition Compliance will be demonstrated when: A) The CGO updates the policy manual within five days of the Board approving any amendments. Rationale A) I deem five days as a reasonable amount of time for the policy manual to be updated, as it will not unnecessarily hinder the CGO from fulfilling other governance duties Policy Wording GP 2d-4i. Other duties of the CGO include, but are not limited to: the preparation and facilitation of the transition process for the CGO-elect CGO’s Interpretation I define “preparation and facilitation” as compiling an annual report of CGO activities and helping administer the transition process of the new Board with the CGO-elect. The CGO has the responsibility of ensuring that the CGOelect is provided with as much information and material that is needed for a successful transition process. Operational Definition Compliance will be demonstrated when: A) The CGO provides the CGO-elect with a transition report, complete with major governance duties, th relevant trends, extant issues, and organizational practices by at least March 30 . B) The CGO has helped compile a training program with the CGO-elect for the new Board prior to February th 28 Rationale th

A) The reason why I deem March 30 as a good deadline for this report is that it provides the current CGO with enough time to compile the report and have the most up-to-date information to pass onto the CGOelect. This does not mean that transition stops on March 30; rather, transition starts from when the new CGO is elected, to when the new CGO takes office. B) It’s important that the CGO helps the CGO-elect conduct the training of the new Board in order to provide context and expertise to many governance issues and practices.

Policy Wording GP 2d-4j. Other duties of the CGO include, but are not limited to: the compilation and facilitation the Board’s mid-year and end-of-year reports of the Board. CGO’s Interpretation I define “compilation and facilitation” as spearheading the development of, and carrying out the necessary components that are needed for a thorough report. I define “ Board’s midterm and end-of-year reports for the


Board” as the CGO provides a report of all the Governance Process monitoring reports, complete with compliance and non-compliance, to the Board in November, as the midterm, and March, as end-of-year. Operational Definition Compliance will be demonstrated when: A) The CGO outlines areas of compliance and non-compliance to the Board in November 2012 as part of the midterm report B) The CGO outlines areas of compliance and non-compliance to the Board in March 2013 as part of the endof-year report Rationale Alike the President/CEO, the Board needs to ensure that it is performing to the highest standard of excellence at all times. Policy Wording GP 2d-4k. Other duties of the CGO include, but are not limited to: the facilitation of meeting evaluations for Board performance. CGO’s Interpretation I define “meeting evaluations” as the review of Board performance, per meeting, based on a certain set of criteria that ensures whether the Board was focused on governance matters and the principles of Policy Governance. This will be done incamera, and the report that is compiled will be considered as a subsection of the monitoring reports in the midterm and end-of-year evaluations of the Board. Operational Definition Compliance will be demonstrated when: A) Board meeting evaluations are done at the end of each Board meeting B) A report of all Board meeting evaluations is provided to the Board as part of the midterm and end-of-year Board evaluations Rationale A) Self-explanatory B) Having a report of all the evaluations will allow subsequent Boards to administer proper meeting conduct Policy Wording GP 2d-6. The Chair of the Board and CGO will: ensure that at least one (1) other Board member is sufficiently familiar with Board and CGO issues and procedures to enable them to take over with reasonable proficiency as an interim successor if there is a sudden loss of CGO services. CGO’s Interpretation I define “at least one (1) other Board member” as allowing more than one Board member to be privy to the conduct of CGO services, upon the request of the Board member. I define “CGO issues and procedures” as


allowing the said Board member(s) to recognize major challenges and various tasks that the CGO is administering, except for matters that are highly confidential. I define “reasonable proficiency” as ensuring that a Board member is not faced with complex governance mechanisms that are tailored to the needs of the current CGO, if there is a need for a Board member to take over. Operational Definition Compliance will be demonstrated when: A) The CGO must update the Vice-Chair or designate Board member no less than biweekly to prepare him/her on issues such as relevant trends, committee work, policy development, or any other ongoing Board work by the CGO B) The Vice-Chair or designate Board member is provided access to Board documents at all times Rationale A) Self-explanatory B) The CGO will place all relevant documents into the ‘N’ drive for the Vice-Chair and all Board members to see Policy Wording GP 2d-7. The Chair of the Board and CGO will: receive a series of regular honoraria based on, but not limited to the previous honoraria. The Board has the authority to alter the honoraria based on CGO performance. CGO’s Interpretation I define “receive a series of regular honoraria” as being provided with Board-approved compensation on a perperiod basis. I define “based on, but not limited to the previous honoraria” as determining, in part, the amount of honoraria that the CGO receives from the amount of honoraria that previous CGOs received. I further interpret this to mean that the Board will do additional research to ensure that the honoraria are reflective of the quality of work that the CGO provides, or aims to provide, during his/her tenure. I define “has the authority to alter the honoraria” as being able to increase or decrease the amount of compensation that the CGO receives. I further interpret this to mean that the Board will make this decision to change the honoraria before the start of the next fiscal period. Operational Definition Compliance will be demonstrated when: A) The CGO receives a series of regular honoraria that has been determined by the Board. B) The Board only changes the honoraria before the beginning of each respective fiscal period, if applicable.


Governance Process Policy 2e “Vice Chair’s Role” This interpretations-based monitoring report for Governance Process Policy 2e “Vice Chair’s Role” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias, and represents compliance with a reasonable interpretation of all aspects of the policy unless specifically stated otherwise. Signed,

Jordan Epstein Vice Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 2012

Policy Statement Wording GP2e. The Vice Chair is an officer of the Board whose purpose is to protect the Board from the loss of CGO services. Vice-Chair Interpretation I define “officer of the Board” as being a Board member with additional responsibilities on top of the responsibilities of any other Director. I define “protect the Board from loss of CGO services” as needing to be able to fill in as CGO at any given time. Operational Definition Compliance will be demonstrated when: A) The Vice Chair acts as a normal board member at all meetings, having both the right to give an opinion and vote B) The Vice Chair remains unbiased and refrains from voting on any items when acting as Chair of the Board. Rationale Unlike the Chair & CGO, who is referred to as a “specially empowered member of the Board”, the Vice Chair, as an “officer of the Board”, must complete both their responsibilities to the Board and as an Officer. This includes being an active, voting member at meetings, and acting as Chair/CGO when the CGO is not available to. Policy Wording GP2e-1. The Vice Chair will: Ensure that he/she is sufficiently familiar with all Board-relevant material. Vice-Chair Interpretation I define “ensure” as taking proactive actions. I define “sufficiently familiar with” as being able to answer directors’ questions about an issue should it come before the board. I define “board relevant material” as all issues, presentations, or items that are to appear before the board, for decision or otherwise, as well as any other topics that could affect the continuing operations of the Students’ Union. Operational Definition


Compliance will be demonstrated when: A) The Vice Chair initiates meetings the with CGO to become updated on all Board-relevant material B) The Vice Chair asks questions of the CGO or any other sources to ensure a complete understanding of all Board-relevant material Rationale The role of the Vice Chair is to know what is happening in the Students’ Union so that they can replace the Chair and CGO at all times, so the Vice Chair must always keep that focus in mind when meeting with the CGO, COO, CEO or any others. The Vice Chair must learn in a purposeful way, so that the knowledge can be understood and passed on to board members if needed. Policy Statement Wording GP2e-1a. The Vice Chair will: be kept abreast of all board relevant material by the CGO. Vice-Chair Interpretation I define “kept abreast” as being made aware of with the intended purpose of being able to answer directors’ questions about an issue should it come before the board. I define “board relevant material” as all issues, presentations, or items that are to appear before the board, for decision or otherwise, as well as any other topics that could affect the continuing operations of the Students’ Union. Operational Definition Compliance will be demonstrated when: A) The CGO meets with the Vice Chair to update the Vice Chair on Board matters no less than every second week. Rationale Much as the job of the Vice Chair is to learn what the CGO is doing, the CGO must be forthcoming with information and accurately answer questions of the Vice Chair. The CGO’s responsibility is to inform the Vice Chair about potential Board issues, especially if the Vice Chair would not otherwise know to ask about them. Policy Wording GP2e-2. The Vice Chair will: ensure that all Board documents and filings are accurate, current and timely. Vice-Chair Interpretation I define “ensure” as taking proactive actions. I define “Board documents and filings” as meeting minutes, agenda packages, contracts, policy manual, and all other items that come before the board. I define “accurate” to mean correctly representing board decisions. I define “current” as being up to date based on the results of the most recent meeting. I define “timely” as within a reasonable amount of time. Operational Definition Compliance will be demonstrated when: A) The Vice Chair communicates with the Board Secretary no more than two weeks after all meetings to ensure that the minutes are accurate and complete. B) The Vice Chair reviews all Board documents to ensure that the changes made reflect the final decisions of the Board. Rationale


In order to maintain the integrity of the Board, the Vice Chair will review all Board documents to ensure that they represent any and all Board decisions. As the Board Secretary has not been hired yet, I am unsure of the timeframe that they will be using to compile meeting minutes, but as meetings can be only two weeks apart I am comfortable using that as a maximum timeline. Policy Wording GP2e-3. The Vice Chair will: have the authority to access and control over Board documents Vice-Chair Interpretation I define “authority to access and control” as having the ability and responsibility to edit any and all documents to ensure that they reflect the decisions of the board. I define “Board documents” as meeting minutes, agenda packages, contracts, policy manual, and all other items that come before the board. Operational Definition Compliance will be demonstrated when: A) The Vice Chair has been given the necessary passwords and ability to edit board documents by the CGO and/or Board secretary. Rationale The Vice Chair must be provided with the means (passwords) and ability (minutes; knowledge of decisions made by the Board) in order to keep all documents up to date.


Governance Process Policy 2f “Board Committee Principles” This interpretations-based monitoring report for Governance Process Policy 2f “Board Committee Principles” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP2f. Board Committees will be assigned to help fulfill the Board’s mandate CGO’s Interpretation I define “help fulfill the Board’s mandate” as Board committees are designed to ensure that the Board is capable of either getting more research done for, or having a more in-depth discussion on items that are part of the Board’s job. Operational Definition Compliance will be demonstrated when: A) The Board only strikes a committee to assist with governance-related matters that cannot be completed at Board meetings. Rationale A) The Board should only be using committees if absolutely needed to provide more information or context to Board decisions. Policy Statement Working GP2f-1. Board Committees will: assist the Board by preparing policy alternatives and implications for Board deliberation. CGO’s Interpretation I define “preparing policy alternatives and implications” as providing the Board with further insight into possible policy amendments and the impact of certain measures on the governance capacity of the organization. Operational Definition Compliance will be demonstrated when:


A) Committees provide the Board with information that pertains to matters that are being dealt with through Board operations. Rationale A) Board committees have the primary duty of ensuring that the Board is providing with the necessary information to fulfill its mandate. Policy Wording GP 2f-2. Board Committees will: avoid speaking and acting on behalf of the Board expect when formally given such authority for specific and time-limited purposes. Exceptions and authority will be carefully stated in order not to conflict with authority delegated to the President. CGO’s Interpretation I define “avoid speaking and acting on behalf of” as not being able to make declarations or fulfill any Board duty. I define “expect when formally given such authority for specific and time-limited purposes” as the Board has provided the means for Board committees to communicate with and fulfill Board duties for a prescribed period of time. I define “expectations and authority” as the specific outputs that the committee must provide, and the powers that each committee may have. I define “in order not to conflict with authority delegated to the President” as Board committees will be given specific mandates so that they do not unduly influence the operations of the organization. Operational Definition Compliance will be demonstrated when: A) No committees have made public statements on behalf of the Board prior to notification during Board meetings B) No such complaint has been received by the CGO from any staff member through the President. Rationale A) Board committee only exist to help the Board, not represent it in any unreasonable way B) A letter from the President/CEO to the Board having stated that this action has been completed will demonstrate compliance. Policy Wording GP 2f-3. Board Committees will: avoid exercising authority over, and directly dealing with staff operations. CGO’s Interpretation I define “avoid exercising authority over” as being unable to delegate tasks to, or supervise the operations of the President and his employees. I define “directly dealing with staff operations” as being unable to unduly influence or interrupt the operational duties of any individual employee under the President/CEO, as this violates the Board’s mandate of only monitoring the performance of, and binding tasks to the President/CEO. Operational Definition


Compliance will be demonstrated when: A) There are no reports of Board committees having delegated tasks to, supervising, or interrupting the operational duties of any employee within the organization B) The President/CEO and employees are aware of this policy. Rationale A) The President/CEO works under a mandate, and thus the Board must, as a whole, monitor his performance. Therefore, Board committees, unless specifically mandated by the Board, have the authority to get involved in the operations of any employee, as this may impact the performance of the President/CEO. B) If employees know about this policy, they are able to know that their complaints will be brought to the Board’s attention. A letter from the President/CEO to the Board having stated that this action has been completed will demonstrate compliance. Policy Wording GP 2f-4. Board Committees will: avoid monitoring organizational performance. CGO’s Interpretation I define “avoid monitoring organizational performance” as Board committees are unable to evaluate the performance of the President/CEO and any other employee of the organization. Operational Definition Compliance will be demonstrated when: A) There are no reports from the President/CEO and any employee that their performance has been evaluated by any Board committee. B) The President/CEO and employees are aware of this policy. Rationale A) Self-explanatory B) If employees know about this policy, they are able to know that their complaints will be brought to the Board’s attention. Policy Wording GP 2f-5. Board Committees will: avoid duplicated organizational structure and committees. CGO’s Interpretation I define “avoid duplicating organizational structure and committees” as Board committees are not allowed to have a mandate that replicates that of another committee or component of the Students’ Union. This is done to ensure that Board committees focus on analyzing policy and other governance matters, and refrain from focusing on operational issues. Operational Definition Compliance will be demonstrated when:


A) Board committee do not possess a mandate that may duplicate the mandate of an operational committee or component of the Students’ Union Rationale A) Board committees are meant to focus on governance matters, and not on operational duties. If the Board wishes to strike a committee to analyze the functionality of a certain component of the organization, it must research whether there is a similar committee in existence, and then, if found, proceed by analyzing the outputs of that committee. The key is to not evaluate the same thing twice, once by the President/CEO and once by the Board. Policy Wording GP 2f-6. Board Committees will: be used sparingly and/or in an ad hoc capacity CGO’s Interpretation I define “sparingly” as only when necessary. I define “ad hoc capacity” as striking a committee to fulfill a specified mandate, and to disband the committee once that mandate has been filled. Operational Definition Compliance will be demonstrated when: A) Board committees (that are not Standing Committees) are struck to fulfill a specific mandate, and then disband after that mandate has been filled. Rationale A) It’s important to only resort to committees if they are absolutely necessary. Otherwise, Boardroom discussion is preferred and appreciated; it makes Board operations more transparent and inclusive of diverse thought Policy Wording GP 2f-7a. Board Committees will: Elect a Board member to act as Chair of each committee whose responsibilities shall include: delivering all reports to the Board CGO’s Interpretation I define “elect a Board member to act as Chair” as facilitating an election for a committee chair in a committee meeting. I define “responsibilities” as duties that the committee chair must adhere to in order to demonstrate due diligence. I define “delivering all reports” as providing the Board with periodic updates at each Board meeting and presenting the end-of-year or end-of-mandate report to the Board. Operational Definition Compliance will be demonstrated when: A) The chair of each committee presents updates to the Board at the beginning of each meeting and provides a report at the end of that committee’s term.


Rationale A) It’s important to keep the Board aware of what the committee is up to and what it has produced on a consistent basis. Policy Wording GP 2f-7b. Elect a Board member to act as Chair of each committee whose responsibilities shall include: ensuring that the committee does not exceed its mandate as directed by the Board CGO’s Interpretation I define “ensuring” as making sure it happens. I define “does not exceed its mandate” as developing the products that the Board has asked for, and then ceasing to exist. Operational Definition Compliance will be demonstrated when: A) The chair of each committee has provided the Board with its mandated outcomes, and then bids for disbanding the committee afterward. Rationale A) Committees should not exceed their mandate, as this takes away valuable discussion that should be present in Board meetings. Policy Wording GP 2f-7c. Elect a Board member to act as Chair of each committee whose responsibilities shall include: Ensuring that proper and thorough minutes are taken and delivered to the CGO CGO’s Interpretation I define “proper and thorough minutes” as minutes that allow Board members to understand exactly what the committee is discussing. I further define this to mean that all Board committees will have a similar template for taking notes, which will allow Board members to easily recognize committee priorities and goals. I define “delivered to the CGO” as sending the CGO the committee meeting minutes within at least 24 hours after the committee meeting. Operational Definition Compliance will be demonstrated when: A) Each committee has delegated secretarial duties to a committee member B) The CGO receives the committee meeting minutes within at least 24 hours after the committee meeting Rationale A) By having a secretary, there is a greater chance that committee meeting minutes will remain uniform and thorough throughout the committees term


B) The CGO should understand what each committee is up to, as he is responsible for all governance processes Policy Wording GP 2f-8. Board Committees will: Ensure that this policy applies to any group that is formed by Board action. It does not apply to committees formed under the authority of the President. CGO’s Interpretation I define “ensure that this policy applies” as each committee must make sure that all committee members are aware of and comply with the conditions presented in this policy. I define “any group that is formed under Board action” as any committee, task force, or research group that aims to help fulfill the Board’s mandate. I define “does not apply to committees formed under the authority of the President” as all operational committees. Operational Definition Compliance will be demonstrated when: A) All committee members of each committee sign a document that outlines the policies and interpretations for GP#2f, Board Committee Principles. B) Remove a committee member if he/she fails to comply with the GP#2f policy in any way Rationale A) By signing a document that outlines the policies and interpretation of GP#2f, all committee members demonstrate that they agree to adhere to this policy’s principles. B) If negligence or abuse is present, a committee member will have to remove him/herself from the committee, or have the Board mandate his/her removal.


Governance Process Policy 2f “Board Committee Structure” This interpretations-based monitoring report for Governance Process Policy 2g “Board Committee Structure” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP2g. A committee is a Board committee only if its existence and charge come from the Board, regardless of whether Board members sit on the Committee. The only Board committees are those which are set forth in this policy. Unless otherwise stated, a committee ceases to exist as soon as its task is complete. Timely reporting to the Board shall be by submission of a written report, following each meeting, with appropriate verbal comment by the committee chair. Board committees should only be used to assist the Board in completing its own governance objectives. CGO’s Interpretation I define “existence and charge” as coming into being and having a set mandate, as approved by a Board decision. I define “regardless of whether Board members sit on the committee” as all committee members, whether Board members or not, must adhere to the principles outlined in GP#2f, Board Committee Principles, and remain dedicated to providing products for Board consideration. I define “only Board committees are those which are set forth in this policy” as the Ownership Linkage Committee, EL#2d Direct Inspection Committee, and General Meeting and Election Appeals Committee. I define “unless otherwise stated, a committee ceases to exist as soon as its task is complete” as Board committee must disband when the Board has deemed that its products have been provided to the Board. I further define this to mean that the Board has the power to extend the mandate or meeting capacity of any Board committee. I define “timely reporting to the Board shall be by submission of a written report, following each meeting, with appropriate verbal comment by the Committee Chair” as the Board committee must provide the Board with all of the minutes from each committee meeting, which are to be presented in each Board meeting agenda package. I further define this to mean that each committee chair will present a general outline of what was discussed, as per the written submission, and answer any questions that Board members may have. I define “should only be used to assist the Board in complete its own governing objectives” as each committee must serve the governance mandate of the Board, and not have an agenda that deviates from that mandate.


Governance Process Policy 2h “Annual Governance Planning” This interpretations-based monitoring report for Governance Process Policy 2h “Annual Governance Planning” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP2h. The Board will follow an annual agenda that completes the re-exploration of Board policies and consistently improved Board performance through Board education. CGO’s Interpretation I define “annual agenda” as a plan that aims to enhance the Board’s understanding of governance process, solicit ownership feedback, facilitate discussion of Board policies and goals, administer an electoral process with all of the necessary information sessions, train and coach new Board members, and develop the financial components that are necessary for Board operability and Presidential remuneration. I define “completes the re-exploration of Board policies” as reviewing the wording, measurability and functionality of all Executive Limitation, Governance Process, Board Management Delegation, and Ends policies, where necessary. I define “consistently improves Board performance through Board education” as having presentations, workshops or information sessions that aim to improve each Board member’s understanding and ability to impact the governance system for the Students’ Union. Operational Definition Compliance will be demonstrated when: A) All policies within GP2h, Annual Governance Planning, are compliant Rationale A) If all policies are in compliance, then the Board has successfully established an annual agenda for the fiscal year Policy Wording GP2h.1. The Board will: compile an annual agenda that will conclude each year on the last day of April so that administrative planning and budgeting can be based on accomplishing a one-year segment if the most recent statement of long term Ends. CGO’s Interpretation


I define “administrative planning and budgeting” as the planning that is needed to ensure that the Students’ Union can have enough time to organize administrative duties and develop budgets. I define “based on accomplishing a one-year segment of the most recent statement of the long term Ends” as having the Students’ Union operate with the Board policies that have been mandated on the beginning of May. I further define this to mean that the recent amendments that were made to the Students’ Union Ends must be abided by going forward, unless if they drastically deviate from the original End that was established. Operational Definition Compliance will be demonstrated when: A) An annual agenda has been compiled prior to the end of August Rationale A) The summer provides the CGO with reasonable amount of time to organize training, budgeting and education for the improvement of the governance process. Policy Wording GP2h.1a. It will include, but is not limited to: consultations with the ownership CGO’s Interpretation I define “it will include, but is not limited to” as the Board, if providing a reasonable amount of time, can ensure that an additional component(s) is added to the list of duties that are required for the annual agenda. I define “consultations with the ownership” as making a concerted effort to reach out and administer feedback from the undergraduate students at WLU on governance matters. Operational Definition Compliance will be demonstrated when: A) Ownership linkage events or focus groups have been roughly scheduled for the rest of the fiscal year Rationale A) It is important that the Ownership Linkage Committee spearheads the planning and development of events / focus groups to hear the concerns of the undergraduate students at WLU on governance matters. I say “roughly scheduled” because I deem it reasonable to have a plan to implement said activities, but specific dates may come at a later time based on the schedules of those involved in the committee Policy Wording GP2h.1b. It will include, but is not limited to: Governance education and presentations that are related to Ends determination CGO’s Interpretation I define “governance education and presentations” as workshops and/or information packages/sessions that aim to enhance the Board’s understanding of their governance duties. I define “related to Ends determination” as all governance education and presentation sessions will be geared towards helping the Board understand, review, and analyze the long term implications of the Students’ Unions Ends. Operational Definition Compliance will be demonstrated when:


A) A schedule of presentations and workshops is presented to the Board for approval. This schedule can change during the year, but it must not drastically deviate from the original statement. Rationale A) It is important that the Board is provided with a general outline of sessions for the year, but based on various factors, such as financial constraint or timing issues, certain sessions may need to be removed or rescheduled. The Board, as a whole, must make sure that it makes a collective effort to ensure that Board education is implemented. Policy Wording GP2h.1c. It will include, but is not limited to: Training of Board members and Board-elect CGO’s Interpretation I define “training of Board members” as having a plan to ensure that Board members are provided with the most up-to-date and applicable information that is necessary to make more informed decisions. This could also work in conjunction with governance education, as outlined in GP2h.1b. I define “Board-elect” as having a training schedule planned out for Board members who will be elected in February. Operational Definition Compliance will be demonstrated when: A) A schedule for Board education and training must be approved by the Board and carried out. B) A schedule for Board-elect training, which includes, but is not limited to, a general organizational overview, finance training, Ends/strategic planning training, and monitoring training. Rationale A) Once again, a loose schedule for this can be deemed reasonable, but the Board must ensure that all training sessions are carried out. Training sessions could also take place in Board meetings where information on governance performance (such as via Roberts Rules education) is provided. B) It’s important to set the stage for what Board-elect members will receive in terms of training from February – April. Having a loose schedule for this is vital to ensure that this Board remains committed to the ongoing success of the governance system. Policy Wording GP2h.1d. It will include, but is not limited to: Outside monitoring assistance CGO’s Interpretation I define “outside monitoring assistance” as having an auditor review the Students’ Unions financial records and a Governance Consultant review the Board’s policies. I further interpret this to mean that the Board has the authority to seek legal monitoring assistance, if necessary. Operational Definition Compliance will be demonstrated when: A) A date is set for the financial audit and governance consultancy Rationale


A) It’s important to have professional assistance to help the Board administer its duties. Policy Wording GP2h.1e. It will include, but is not limited to: a report of meeting minutes, discussion, and performance evaluations from the previous Board CGO’s Interpretation I define “report” as a comprehensive package that highlights the major changes or progressive actions that were made from the previous year. I define “meeting minutes, discussion, and performance evaluations” as a list of the motions (minutes), a compilation of discussion (from committees and Board meetings) and a compilation of performance evaluations (from meeting evaluations, policy evaluations, and any other evaluation that was done on the Board or President/CEO); these are the major documents that should be included in this package as appendices for additional consideration. I define “previous Board” as the previous fiscal year. Operational Definition Compliance will be demonstrated when: A) The report is presented to the Board prior to or at the same time as this monitoring report. Rationale A) This report will provide the new Board (and Boards of the future) with a concise document on the major changes and updates that were made during that year. This will assist that Board in understanding the history of policy development and major governance changes. Policy Wording GP2h.1f. It will include, but is not limited to: Cost of Governance budget for the next fiscal year that concludes in April. CGO’s Interpretation I define “Cost of Governance budget” as the budget that is made for the Board, which includes training costs, meeting costs, election costs, event costs, honoraria costs, and all other governance related costs on both campuses. I define “next fiscal year” as periods 3-13 for the current Board. Operational Definition Compliance will be demonstrated when: A) The Board has made a budget for periods 3-13 Rationale A) By time this monitoring report comes around, the Board would have already been operating on a Cost of Governance budget for two periods. Policy Wording GP2h.1g. It will include, but is not limited to: A date to review the remuneration of the office of the President in November. This is separate from President Performance, which will be reviewed according to BMD#2d1, Monitoring Executive Performance. CGO’s Interpretation


I define “a date to review the remuneration of the office of the President” as setting a date for the Board to evaluate the finances and compensation that are presented in the President’s budget. I define “separate from President Performance” as ensuring that this remuneration process evaluates the office of the President based on industry standard, and not on the personal performance of the President, as this process is outlined in BMD#2d1 Operational Definition Compliance will be demonstrated when: A) A date is set for the remuneration of the office of the President Rationale A) It’s important to ensure that the President’s office is responsible and up to industry standard.


Governance Process Policy 2i “Chief Returning Officer Constraint” This interpretations-based monitoring report for Governance Process Policy 2i “Chief Returning Officer Constraint” is presented in accordance with the 2012 monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias, and represents compliance with a reasonable interpretation of all aspects of the policy unless specifically stated otherwise. Signed,

Christopher Hyde Interim General Manager, Director of Policy, Research and Advocacy and Chief Returning Officer Wilfrid Laurier University Students’ Union st

August 21 , 2012

The Chief Returning Officer will ensure that:

Policy GP#2i -1. All organizational bylaws and board policies are complied with. CRO INTERPRETATION: I interpret “organizational bylaws” to be all articles and bylaws found within the WLUSU Constitution that apply to the Chief Returning Officer position and duties. I interpret “board policies” to be those policies within the WLUSU policy manual and all affiliated and applicable organizational policies. I interpret “complied with” to be knowingly acting in accordance with the organizational bylaws previously stated. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The chief returning officer shall oversee the WLUSU election, adhering to all election related policies, rules and regulations of the WLUSU. Policy GP#2i -2. All candidates and party chairs are made aware of all elections policies, procedures, and the nomination process in a way that is not unnecessarily lengthy or complex. CRO INTERPRETATION: I interpret “all candidates and party chairs” to be those individuals who are seeking elected position within the WLUSU or those individuals that are registered party chairs, or campaign managers of an individual running for elected position. I interpret “made aware” to be the act of providing said individuals the information required so that they may understand all WLUSU election policies, procedures and processes. I interpret “that is not unnecessarily lengthy or complex” to be the efficient and effective delivery of the elections policies, procedures and processes to all candidates and party chairs in a timely manner. OPERATIONAL DEFINITION: Compliance will be demonstrated when:


1) The chief returning officer shall provide easy to read and understandable materials to all candidates and party chairs.

Policy GP#2i -3. Voting and general meeting information is accessible to all members of the Organization: CRO INTERPRETATION: I interpret “accessible” to mean that the required information is reasonably and readily available to the membership, taking into account all potential accessibility requirements. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All general meeting and elections information and processes are available to every member of the WLUSU through electronic, hard copy format or AODA compliant format where possible. Policy GP#2i -3a. Members shall have thirty-six (36) hours to vote; CRO INTERPRETATION: I interpret “36 hours to vote” to mean that the electronically hosted WLUSU election website will be accessible to the members of WLUSU for 36 hours so that they may cast their electronic ballot in the election. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The WLUSU general meeting and election is operable and online for 36 hours (Current scheduled dates th st are from January 30 – January 31 2012.) Policy GP#2i -3b. Voting shall be done electronically using the Organization’s online elections system; CRO INTERPRETATION: I interpret “done electronically” to mean that all voting shall be conducted electronically using WLUSU’s online voting platform. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) WLUSU’s membership shall vote using the online electronic voting system, unless other requirements are mandated by external factors. Policy GP#2i -3c. On-campus voting stations will be made available to members; and CRO INTERPRETATION: I interpret that “on-campus voting stations” to mean physical stations on campus where the membership can access the online elections system and cast their vote. I interpret “made available” to mean that the voting stations are exist and are accessible by all members. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) WLUSU has provided members access to physical voting stations where they can cast their ballot on the Waterloo and Brantford campus Policy GP#2i -3d. Candidates shall have the opportunity to provide a platform to be made available on wlusu.com and the online elections system.


CRO INTERPRETATION: I interpret “opportunity” to be a set window of time where candidates may deliver a platform to WLUSU that will be hosted by the organization. I define “platform” as a document or communique stating the aims, goals and principles of a candidate. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All candidates have been informed of their opportunity, the processes and protocol required to have their candidate platform hosted by wlusu.com and the online election system. The platform will comply with all other policies contained within this document.

Policy GP#2i -4. All candidates and party chairs shall be treated fairly, consistently, and equitably by the Chief Returning Officer. CRO INTERPRETATION: I interpret “shall be treated fairly, consistently and equitably” to mean that a common standard of service and care is afforded to all candidates and party chairs. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The Chief Returning Officer or their designate oversees the WLUSU election and general meeting without breaching the standards and policies of their position. Policy GP#2i -5. The general meeting and election processes and information is promoted to the electorate in an impartial way. CRO INTERPRETATION: I interpret “promoted” to mean that the information is proactively marketed and communicated to the membership in a timely and usable manner. I further interpret that “in an impartial way” means that the information provided is objective and free from bias or favouritism for one candidate or slate of candidates. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All information concerning the general meeting and election processes are promoted to the electorate using impartial and neutral language. Policy GP#2i -6. All members of the Organization are made aware of their eligibility to participate in the election process. CRO INTERPRETATION: I interpret “members of the Organization” to mean all undergraduate students of Wilfrid Laurier University. I interpret “made aware of their eligibility” as the act of providing said members the information required so that they may understand their rights and entitlements as a student in this matter. I lastly interpret “participate in the election process” as the capacity for all members to run for an elected position within the WLUSU or to vote in the WLUSU general meeting and election. OPERATIONAL DEFINITION: Compliance will be demonstrated when:


1) WLUSU promotes the ability for all members to stand for an elected position in the upcoming general meeting and election 2) WLUSU promotes the general meeting and election voting requirement and process to the undergraduate community at Wilfrid Laurier University Policy GP#2i -7. Candidates and party chairs are held responsible for all material and personnel associated with their campaign. As such, the Chief Returning Officer shall have a workable mechanism to identify campaign personnel. CRO INTERPRETATION: I interpret “held responsible for” as being held accountable and answerable for; and “all material” as all campaign posters, social media accounts, videos, websites, songs and official candidate communications. I interpret “personnel associated with their campaign” as all officially declared campaign staff and any unofficial volunteers wearing or disseminating campaign materials or messaging. I further interpret “workable mechanism” as a tool or system that can be utilized by the Chief returning Officer or their designate; and I interpret “identify campaign personnel” as being able to readily ascertain whether an individual is acting in official or unofficial capacity on behalf of a candidate or slate. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The CRO develops a workable mechanism prior to the general meeting and election that can be used to identify campaign personnel and, 2) The CRO distributes to all candidates and their personnel, prior to the general meeting and election, describing all expectation, rules and regulations for the general meeting and election. Policy GP#2i -8. All conduct and material associated with general meetings and elections shall be reflective of the Laurier Student Code of Conduct and be free of libel, slander, inflammatory comments, or behavior that is unbecoming of the Organization. CRO INTERPRETATION: I interpret “conduct and material associated” to be any and all materials and behaviour of candidates and campaign staff related to the general meeting or election processes and procedures. I interpret “reflective of the Laurier Student Code of Conduct” to be cognizant of the expectations and standards set out in the officially adopted Laurier Student Code of Conduct. I interpret “libel” to be written or pictorial defamation; “slander” to be defamation by oral utterance. I further interpret “inflammatory comments” as comments made that intend to knowingly arouse anger, hostility or fear. I interpret “behaviour that is unbecoming of the Organization” as any action, statement or stance that detracts from the character or reputation of the WLUSU. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All WLUSU election policies reflect the standards set out in the Laurier Student Code of Conduct and commonly accepted definitions of slander, libel and so forth. Policy GP#2i -8a. The Chief Returning Officer shall determine a demerit system to discipline candidates including, but not limited to, disqualification of candidates or party chairs from the general meeting or the forfeiture of election expenses. CRO INTERPRETATION: I interpret “shall determine a demerit system” to be the act of developing a list of demeritorious offences for the forthcoming general meeting and election which shall be made known to all participants in the general meeting


and election. I lastly interpret “disqualification” to mean that candidates or party chairs are rendered ineligible to further participate in the general meeting and election; and interpret “forfeiture of election expenses” as losing the right of remuneration for all candidate generated expenses accrued during the general meeting and election. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) The CRO creates a list of demeritorious offences for the forthcoming general meeting and election that is reflective of the Laurier Student Code of Conduct and commonly accepted practices of slander and libel. 2) The CRO or their designate monitors all candidates, their staff or volunteers to determine compliance with said list demeritorious offences. 9. All candidates and party chairs shall have equitable access to resources. a. Candidates and party chairs shall be compensated for any costs incurred during the election for all approved material. CRO INTERPRETATION: I interpret “equitable access to resources” as the fair and reasonable access to the readily available human, financial and technological resources made available to candidates and party chairs during the general meeting and election process. I interpret “compensated” to mean the financial return of funds spent by the candidate. I further interpret “costs incurred” as all officially permissible expenses incurred by candidates during the general meeting and election cycle; and “approved material” as all officially permitted posters, websites, videos and communications, campaigning or promotional materials described within the general meeting and election policies of the WLUSU. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All candidates and party chairs (or their designate) are provided information detailing the exhaustive list of resources available to them 2) All candidates and party chairs (or their designate) are provided information describing the exhaustive list of acceptable campaign expenses. 3) Candidates and party chairs (or their designate) are compensated for their election expenses in a timely manner as described with WLUSU’s general meeting and election policy. Global Policy Statement: The Board has an obligation to ensure that all general meetings and elections are executed with the highest level of integrity and, avoids any potential conflict of interest or undue influence. The Chief Returning Officer shall be responsible for interpreting this policy. CRO INTERPRETATION: I interpret “obligation” as the legal and moral responsibility of the WLUSU Board of Directors. I interpret “executed with the highest level of integrity” as the act of carrying out the WLUSU general meeting and elections with the utmost adherence to the ethical and moral principles of the process and the organization as a whole. I interpret “avoids any potential conflict of interest” to mean that the Board as a whole (and all affiliate members) avoid the circumstances where they may benefit (materially or personally) from their position or actions undertaken during the election. OPERATIONAL DEFINITION: Compliance will be demonstrated when: 1) All sections of this policy are in compliance


Governance Process Policy 2j “General Meetings” This interpretations-based monitoring report for Governance Process Policy 2j “General Meetings” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP2j. The Board is responsible for the oversight of all general meetings. The Board shall ensure due process and implementation of all business of the Organization to be conducted at general meetings. CGO’s Interpretation I define “responsible for the oversight of all general meetings” as being held accountable for administering and dealing with any and all aspects of the electoral process. I further define “general meetings” as being a meeting of the membership, or undergraduate students of WLU, in the form of an election. I define “ensure due process and implementation of all business” as informing the membership of important dates and information for referendum questions, providing the means for referenda questions to be submitted, and maintaining legal and financial compliance with all electoral activities. Operational Definition Compliance will be demonstrated when: A) The membership has been made aware of all important information pertaining to referenda submissions B) Referendum questions have been approved by the Board C) The general meeting takes place without any illegal activity, major operational mishaps or outstanding complaints. Rationale A) A large part of this policy ensures that the process for submitting referendum questions is clearly explained to, and made accessible to the membership B) Once a referendum question is passed by the Board, it has completed all of the necessary steps for its development C) If general meetings have been successfully administered, the Board has done its job of maintaining oversight over them


Policy Wording GP2j.1. The Board will: ensure that all processes and procedures during general meetings will comply with all applicable laws and the Organization’s constitution. CGO’s Interpretation I define “all processes and procedures during general meetings” as allow the membership to submit referendum questions, run for elections as a candidate, administer a fair campaign, vote, and be made aware of the auditor’s statements. I define “comply” as not violating. I define “all applicable laws” as the municipal, provincial or federal election acts. I define “Organizational constitution” as the content presented in Bylaws of the Students’ Union. Operational Definition Compliance will be demonstrated when: A) The membership is able to participate in, help administer, contribute to, or spectate the electoral process B) The electoral process does not violate any provincial or federal laws Rationale A) It is important to ensure that the electoral process is free and open. B) If there is no violation of municipal, provincial or federal election laws, then the Students’ Union election has been fairly administered. Policy Wording GP2j.2. The Board will: be the final arbiter of the reasonableness of all referendum questions. A committee of the CGO, the CEO, and the COO shall review and present all referendum questions to the Board for approval no later than the last regularly scheduled Board meeting of the calendar year annually. CGO’s Interpretation I define “final arbiter of reasonableness” as the entity that has the last and decisive say in any matter that pertains to whether it is within reason. I define “all referendum questions” as every referendum question that has been submitted to the Board before the deadlines that have been outlined in this policy. I define “review and present” as going through the referendum questions to remove any unreasonable or imprudent requests. I define “the last regularly scheduled Board meeting of the calendar year annually” as the November 30, 2012 Board meeting in Brantford. Operational Definition Compliance will be demonstrated when: A) The CGO, CEO, and COO have at least one meeting to review the referendum questions, and present them to the Board before or on November 30, 2012. B) The Board approved of all referendum questions Rationale A) The CGO, CEO, and COO will exercise sound judgment and present the Board with the most reasonable referendum questions for consideration. This is done to make the process more efficient, and to look at the feasibility of referendum questions from an operational standpoint. The review process will need to be done on November 26, 2012 or November 27, 2012 for this policy to be made in compliance (See the next policy for more details)


B) Self-explanatory Policy Wording GP2j.3. The Board will: inform the members of their right to submit referendum questions no less than thirty (30) days prior to the last regularly scheduled Board meeting of the calendar year. Submissions shall be received no less than five (5) days prior to the last regularly scheduled Board meeting of the calendar year. CGO’s Interpretation I define “inform the members” as using social media, such as yourstudentsunion.ca, Facebook, and Twitter, and posters to ensure that the members know that they can submit referendum questions. I define “no less than thirty (30) days prior to the last regularly scheduled Board meeting” as November 1, 2012, as November 30, 2012 is the last regularly scheduled Board meeting of 2012 as per the monitoring schedule. I define “submissions shall be received no less than five (5) days prior to the last regularly scheduled Board meeting” as allowing the membership to submit referendum questions to the Board up until November 25, 2012. Operational Definition Compliance will be demonstrated when: A) The membership has been informed, to a reasonable degree, about their right to submit referendum questions by at least November 1, 2012. B) The membership is granted permission to submit referendum questions until November 25, 2012. Rationale A) B) Both are self-explanatory Policy Wording GP2j.4. The Board will: Ensure that all referendum questions shall include the following: date of implementation; eligible voting members; any associated costs and inflationary costs, and how they are to be applied; and any impact on previously approved referendum questions. CGO’s Interpretation I define “date of implementation” as when the proposed change will take effect. I define “eligible voting members” as those who will be able to vote for the referendum question, which may be contingent upon faculty, campus or academic status. I define “any associated costs and inflationary costs” as any fee introductions or fee increases, as per inflation, which will result with the approval of a referendum question. I define “how they are to be applied” as to whom and in what way, such as per half credit, they will take effect. I define “any impact on previously approved referendum questions” as the way that a new referendum question will either change the nature of, or eliminate the existence of certain referendum results from previous years. Operational Definition Compliance will be demonstrated when: A) The Board has been made aware of this policy and have approved referendum questions with these components Rationale


A) All referendum questions either have these components or not. This makes it easy to determine whether they have been formed properly. Policy Wording GP2j.5. The Board will: approve the minutes of all general meetings at the next appropriate meeting of the Board in the form of a report of all results provided by the Chief Returning Officer. CGO’s Interpretation I define “approve the minutes of all general meetings” as ratify the results of the election. I define “next appropriate meeting of the Board” as February 11, 2012, as this gives the Chief Returning Officer six (6) days to provide the Board with the results of the election. I define “in the form of a report” as a package that outlines all voting results. Operational Definition Compliance will be demonstrated when: A) The A-CRO presents the final report of the election, with all voting results to the Board on February 8, 2012. Rationale A) Self-explanatory Policy Wording GP2j.6. The Board will: make the auditor’s statements available to the membership no less than twenty-one (21) days prior to the starting date of the annual general meeting. The Board shall approve the auditor’s statements of the current fiscal year no later than October 31 annually. The Board shall appoint an auditor for the following fiscal year no later than April 30 annually. CGO’s Interpretation I define “auditor’s statements” as the external report that the current auditor, KPMG, submits to the Board regarding the finances of the Students’ Union. I define “available to the membership no less than twenty-one (21) days prior to the starting date of the annual general meeting” as presenting the auditor’s statements to the membership via yourstudentsunion.ca on January 14, 2013, as the election will be set for February 4 and February 5, 2013. I define “approve the auditor’s statements” as the Board ratifying the results of the auditor’s statements via Board decision. I define “appoint an auditor for the following fiscal year” as ratifying the choice of auditor, as per the annual general meeting, for the next year’s financial statements. Operational Definition Compliance will be demonstrated when: A) The auditor’s statements are accessible on yourstudentsunion.ca by January 14, 2013 B) The auditor’s statements are approved by the Board on October 31, 2012 C) An auditor has been appointed for the next fiscal year by April 30, 2013. Rationale A) B), C) All self-explanatory


Policy Wording GP2j.6. The Board will: review all submissions for referenda submitted by external organizations. External organizations will be responsible for the application of all referenda results. Only submissions from a legitimate governing authority or representative thereof will be eligible to submit referenda on their behalf. All external organizations will be subject to the Organization’s elections and referenda policies and any other restrictions deemed necessary by the Board. CGO’s Interpretation I define “review all submissions for referenda submitted” as looking over the applicability and validity of referendum questions that are presented to the Board. I define “external organizations” as entities, such as, but not limited to WLUSP, LSPIRG, GSA, and thus are not the Students’ Union, but have been granted permission by the Board to have their referendum questions in the Students’ Union’s annual general meeting. I define “will be responsible for the application of all referenda results” as the Students’ Union is not responsible for implementing the final results of any referendum question that has been submitted by an external organization. I define “legitimate governing authority or representative” as an incorporated organization with a governing body or member of the Students’ Union. I define “all external organizations will be subject to the Organization’s elections and referenda policies and any other restrictions deemed necessary by the Board” as any organization that wishes to use the Students’ Union annual general meeting as a means to pitch its referendum question will have to abide by all of the Students’ Unions election, referenda policies and restrictions made by the Board. Operational Definition Compliance will be demonstrated when: A) All external organizations’ referendum questions have been approved by the Board B) No external organization has violated the election, referenda policies and any other restriction made by the Board Rationale A) The Board will determine external organization is worthy of submitting a referendum question B) Self-explanatory


Jon Pryce Chair of the Board & Chief Governance Officer Wilfrid Laurier University Students' Union 75 University Ave. W., Waterloo, ON, N2L 3C5 Tel: 519.884.0710 ext. 3114 Email: jpryce@wlu.ca Website: yourstudentsunion.ca

To: Board of Directors CC: Michael Onabolu, President/CEO Date: August 19, 2012 Re: Minor Policy Amendments

Directors, Upon further review of the policy manual, I have noticed a few minor detail errors in certain policies. I ask that we consider the following changes to these policies. Be it resolved that:                 

GP#2a.1a & GP#2a.1b to include “individual” before “Board members”; GP#2a.4 to change “Governance Processes” to “governance processes”; GP#2c.2b to include “Board” before “member” in both cases; GP#2c.2c to read “…remove themselves from Board deliberation” as opposed to “him/herself”; GP#2c.8 to read “…if they are absent…” as opposed to “he/she”; GP#2c.7 to read “See that all Board documents and filings are accurate, current and timely” as opposed to “Directors shall see that all Board documents…”; GP#2d.3d to read “…the areas delegated to the CGO” as opposed to “him/her”; GP#2e.1 to read “ensure that they are sufficiently familiar” as opposed to “he/she is”; GP#2f.7c to read “Ensure that proper…” as opposed to “To ensure that proper…”; GP#2f.8 to read “Ensure that this policy applies…” as opposed to “This policy applies…”; GP#2h.1e to change “annual agenda” to “Board”; GP#2j to change “regular Board meetings” to “regularly scheduled Board meetings”; GP#2j.4 to read “Ensure that all referendum…” as opposed to “All referendum questions…”; GP#2j.3 & GP#2j.4d to read “referendum questions” as opposed to “referenda”; GP#2i.1 be amended to read “All organizational bylaws and board policies that are applicable to CRO duties are complied with. GP#2i.3 be amended to read “The process for voting, and all associated general meeting information shall be accessible to all member of the Organization” GP#2i.3d be moved to GP#2i.4a and read “Candidates shall have the opportunity to make campaign material available to all students”

Many of these changes are semantics, but I wish to ensure that all language in the policy manual is consistent. Thank you for your continued patience in this policy development process. Respectfully Submitted,

Jon Pryce Chair of the Board & Chief Governance Officer Wilfrid Laurier University Students’ Union


Governance Process Policy 2h “Annual Governance Planning” This interpretations-based monitoring report for Governance Process Policy 2h “Annual Governance Planning” is presented in accordance with the monitoring schedule to provide the Board of Directors with an understanding of governance direction for the academic year. On behalf of the Board, I certify that the information is developed without prejudice or bias, and represents compliance with a reasonable interpretation of all aspects of the policy unless specifically stated otherwise. Signed,

Jon Pryce Chair of the Board and Chief Governance Officer Wilfrid Laurier University Students’ Union August 25, 2012

Policy Statement Wording GP2h. The Board will follow an annual agenda that completes the re-exploration of Board policies and consistently improved Board performance through Board education. CGO’s Interpretation I define “annual agenda” as a plan that aims to enhance the Board’s understanding of governance process, solicit ownership feedback, facilitate discussion of Board policies and goals, administer an electoral process with all of the necessary information sessions, train and coach new Board members, and develop the financial components that are necessary for Board operability and Presidential remuneration. I define “completes the re-exploration of Board policies” as reviewing the wording, measurability and functionality of all Executive Limitation, Governance Process, Board Management Delegation, and Ends policies, where necessary. I define “consistently improves Board performance through Board education” as having presentations, workshops or information sessions that aim to improve each Board member’s understanding and ability to impact the governance system for the Students’ Union. Operational Definition Compliance will be demonstrated when: A) All policies within GP2h, Annual Governance Planning, are deemed by the Board as compliant Evidence A) The annual agenda has been appropriately compiled, as per the guidelines of this policy. I report this as _______________ [Requires Board Self-Evaluation] Policy Wording GP2h.1. The Board will: compile an annual agenda that will conclude each year on the last day of April so that administrative planning and budgeting can be based on accomplishing a one-year segment if the most recent statement of long term Ends.


CGO’s Interpretation I define “administrative planning and budgeting” as the planning that is needed to ensure that the Students’ Union can have enough time to organize administrative duties and develop budgets. I define “based on accomplishing a one-year segment of the most recent statement of the long term Ends” as having the Students’ Union operate with the Board policies that have been mandated on the beginning of May. I further define this to mean that the recent amendments that were made to the Students’ Union Ends must be abided by going forward, unless if they drastically deviate from the original End that was established. Operational Definition Compliance will be demonstrated when: A) An annual agenda has been compiled prior to the end of August Evidence A) All components of this monitoring report have been budgeted for, and planned appropriately from Periods 1 – 13, and thus all Board expenses and programming will conclude at the end of April, 2013. B) The Ends of the Organization were adjusted on August 12, 2012, and will thus formally bind the President to plan programming and budgeting within them in 2013-2014 (See Appendix GPA) I report this as Compliant Policy Wording GP2h.1a. It will include, but is not limited to: consultations with the ownership CGO’s Interpretation I define “it will include, but is not limited to” as the Board, if providing a reasonable amount of time, can ensure that an additional component(s) is added to the list of duties that are required for the annual agenda. I define “consultations with the ownership” as making a concerted effort to reach out and administer feedback from the undergraduate students at WLU on governance matters. Operational Definition Compliance will be demonstrated when: A) Ownership linkage events or focus groups have been roughly scheduled for the rest of the fiscal year Evidence A) A plan for ownership linkage events and focus groups has been devised, albeit in a preliminary manner. This is done to provide an annual vision for when these events and focus groups will take place, while providing the Ownership Linkage Committee with more time to create exact dates and details in the near future (See Appendix GPB & GPC) I report this as Compliant Policy Wording GP2h.1b. It will include, but is not limited to: Governance education and presentations that are related to Ends determination CGO’s Interpretation


I define “governance education and presentations” as workshops and/or information packages/sessions that aim to enhance the Board’s understanding of their governance duties. I define “related to Ends determination” as all governance education and presentation sessions will be geared towards helping the Board understand, review, and analyze the long term implications of the Students’ Unions Ends. Operational Definition Compliance will be demonstrated when: A) A schedule of presentations and workshops is presented to the Board for approval. This schedule can change during the year, but it must not drastically deviate from the original statement. Evidence A) A list of presentations has been made for the Board to familiarize itself with organizational goals & the plans that other organizations/departments on each campus have for the next 3-5 years. Both GP#2h.1b and GP#2h.1c work in conjunction to ensure that the Board is properly educated and trained (See Appendix GPD) I report this as Compliant Policy Wording GP2h.1c. It will include, but is not limited to: Training of Board members and Board-elect CGO’s Interpretation I define “training of Board members” as having a plan to ensure that Board members are provided with the most up-to-date and applicable information that is necessary to make more informed decisions. This could also work in conjunction with governance education, as outlined in GP2h.1b. I define “Board-elect” as having a training schedule planned out for Board members who will be elected in February. Operational Definition Compliance will be demonstrated when: A) A schedule for Board education and training must be approved by the Board and carried out. B) A schedule for Board-elect training, which includes, but is not limited to, a general organizational overview, finance training, Ends/strategic planning training, and monitoring training. Evidence A) A training schedule for the Board has been created (Appendix GPE) B) A training schedule for the Board-elect has been created (Appendix GPF) I report this as Compliant Policy Wording GP2h.1d. It will include, but is not limited to: Outside monitoring assistance CGO’s Interpretation I define “outside monitoring assistance” as having an auditor review the Students’ Unions financial records and a Governance Consultant review the Board’s policies. I further interpret this to mean that the Board has the authority to seek legal monitoring assistance, if necessary.


Operational Definition Compliance will be demonstrated when: A) A date is set for the financial audit and governance consultancy Evidence A) The financial audit statement will be presented to the Board on October 19. Larry Wraith, Director, Finance and Administration, has confirmed that the auditors, KPMG, are aware of this date. B) Catherine Raso, Policy Governance Consultant, was consulted on June 4, June 20, and June 28, 2012 for assistant with policy amendments, as presented in the Comprehensive Policy Development Document to the Board on July 28 and August 12, 2012 I report this as Compliant Policy Wording GP2h.1e. It will include, but is not limited to: a report of meeting minutes, discussion, and performance evaluations from the previous Board CGO’s Interpretation I define “report” as a comprehensive package that highlights the major changes or progressive actions that were made from the previous year. I define “meeting minutes, discussion, and performance evaluations” as a list of the motions (minutes), a compilation of discussion (from committees and Board meetings) and a compilation of performance evaluations (from meeting evaluations, policy evaluations, and any other evaluation that was done on the Board or President/CEO); these are the major documents that should be included in this package as appendices for additional consideration. I define “previous Board” as the previous fiscal year. Operational Definition Compliance will be demonstrated when: A) The report is presented to the Board prior to or at the same time as this monitoring report. Evidence A) A general report has been compiled based on the monitoring reports, discussion and performance evaluations from the past year. Unfortunately, only meeting minutes were found for this report, and I have presented many of the major policy changes and projects that the organization undertook in 2011-2012 (See Appendix GPG) I report this as Compliant

Policy Wording GP2h.1f. It will include, but is not limited to: Cost of Governance budget for the next fiscal year that concludes in April. CGO’s Interpretation


I define “Cost of Governance budget” as the budget that is made for the Board, which includes training costs, meeting costs, election costs, event costs, honoraria costs, and all other governance related costs on both campuses. I define “next fiscal year” as periods 3-13 for the current Board. Operational Definition Compliance will be demonstrated when: A) The Board has made a budget for periods 3-13 Evidence A) The Cost of Governance Budget for P1-2 was passed by the Board on April 24, 2012 B) The Cost of Governance Budget for P3-13 was passed by the Board on June 16, 2012 I report this as Compliant Policy Wording GP2h.1g. It will include, but is not limited to: A date to review the remuneration of the office of the President in November. This is separate from President Performance, which will be reviewed according to BMD#2d1, Monitoring Executive Performance. CGO’s Interpretation I define “a date to review the remuneration of the office of the President” as setting a date for the Board to evaluate the finances and compensation that are presented in the President’s budget. I define “separate from President Performance” as ensuring that this remuneration process evaluates the office of the President based on industry standard, and not on the personal performance of the President, as this process is outlined in BMD#2d1 Operational Definition Compliance will be demonstrated when: A) A date is set for the remuneration of the office of the President Evidence A) The date for reviewing the remuneration of the office of the President is set for November 30, 2012. B) The letter (Appendix GPH) was sent to President Onabolu on August 21, 2012, and a confirmation email was received at 1:16pm on August 21, 2012. I report this as Compliant


Appendix GPA

Ends Policy (E #1)

Ends Policy The Organization exists to represent the primary stakeholders, the students of Wilfrid Laurier University, and to provide them with a holistic university experience and an enhanced student life. The costs of these benefits will be justified by the results. In no specific order of priority, students will benefit from: 1. Representation and advocacy to parties internal and external to the University with a focus on student success; 2. A safe, sustainable, and empowering environment; 3. Diverse social interaction; 4. Products and services that cater to the financial needs of students

Policy Type: Ends Policy Monitoring Type: Internal Report Monitoring Frequency: Bi-Annually Date of Approval by the Board of Directors: February 12, 2007 Date of Last Amendment: August 12, 2012 Must be reviewed by August 2015

Page 42


Appendix GPB

Events 2012-2013

Please note that although the Ownership Linkage Committee (OLCom) is spearheading a lot of these events and initiatives, it is the entire Board’s responsibility to ensure that they are successful and meaningful. Let’s attend and promote these events all year long!

Outreach Events Date

Name

Content

First week of September

BOD & O-Week (Both campuses)

WATERLOO: BOD Video + Move-in Day support + Goose Chase + BOD BBQ + Get Involved Fair Booth + walking around all week to help inform students about the Board

Oct. ??, 2012

Wilfs Night (Waterloo)

Nov. 20, 2012

Breakfast with the BOD (Waterloo)

Nov. ??, 2012

Breakfast with the BOD (Brantford) The Summit (Waterloo)

Jan. ??, 2013

BRANTFORD: BOD speech during opening ceremonies + Jenn to walk around and connect with students Similar to last year where students can come to Wilfs for a BOD drink, express their concerns, submit anonymous feedback, and get to know people. The OLCom is working hard this year to ensure that a varied group of people will come (by teaming up with other groups) and by making a conscious effort to reach out to people. We will have an outreach/poster campaign that works in tandem with this event. For example, putting posters up with silhouette figures and thought bubbles – students fill out the bubbles Teaming up with Food Bank to reach out and connect with students. The BOD will be handing out coffee and hot chocolate, while the Food Bank hands out snacks and food. This is a good way to address the financial and resource challenges that students face. We will market accordingly Similar to the one on the Waterloo campus.

Hosting a get-together of the candidates during the election period, staff from the university, people from other organizations across campus, and Students’ Union exec and staff to demonstrate our desire to collaborate and build a strong future for the students of Laurier. This will be similar to a wine and cheese event.


Appendix GPC

Focus Groups Please note that the planning for these focus groups is in its infancy. We are hoping to develop a solid structure and framework for their implementation with the committee meets again on August 29, 2012. Also note that each group will have a themed “End” and a targeted group of students to ensure that we maximize the value and input that students can have in these groups. The framework, at this moment, is largely similar to that of last year. Note: We hope that Brantford Directors can spearhead the Brantford focus groups, w/ Waterloo Directors Skyping.

Fall Term Date Early October

Late October

Early November

Late November

Location Concourse (Waterloo)

Golden Grounds (Brantford)

Science Atrium (Waterloo)

Golden Grounds (Brantford)

Name End # 1 – Representation and Advocacy

End # 2 – Safe, Sustainable, Empowering

Content Engage in discussion and facilitate breakout groups for students with a specific focus on End # 1. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End. Target Groups: Representation groups on campus + advocacy department + students at large Engage in discussion and facilitate breakout groups for students with a specific focus on End # 2. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End.

End # 3 – Diverse Social Interaction

Target Groups: Campus clubs, coordinators, environmental groups, service volunteers Engage in discussion and facilitate breakout groups for students with a specific focus on End # 3. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End.

End # 4 Financial Needs of Students

Target Groups: Diversity office and all affiliates, other organizations on campus Engage in discussion and facilitate breakout groups for students with a specific focus on End # 3. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End. Target Groups: Services, financial clubs, students at large


Winter Term It would be beneficial to include the Directors-elect in this process – makes for a good transition. Date Early February (after elections)

Late February

Early March

Late March

Location Golden Grounds (Brantford)

Business Building (Waterloo)

Golden Grounds (Brantford)

Concourse (Waterloo)

Name End # 1 – Representation and Advocacy

End # 2 – Safe, Sustainable, Empowering

Content Engage in discussion and facilitate breakout groups for students with a specific focus on End # 1. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End. Target Groups: Representation groups on campus + advocacy department + students at large Engage in discussion and facilitate breakout groups for students with a specific focus on End # 2. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End.

End # 3 – Diverse Social Interaction

Target Groups: Campus clubs, coordinators, environmental groups, service volunteers Engage in discussion and facilitate breakout groups for students with a specific focus on End # 3. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End.

End # 4 Financial Needs of Students

Target Groups: Diversity office and all affiliates, other organizations on campus Engage in discussion and facilitate breakout groups for students with a specific focus on End # 3. All of the Ends will be communicated to the group, but it is most efficient to have most of the discussion on this End. Target Groups: Services, financial clubs, students at large

Please note that all of the information that is discussed in these focus groups will be brought into BOD meetings to help with BOD discussion. Therefore, all of the information that comes out of these groups will be tracked in the minutes for our Board meetings, which is a huge step for making sure that we take proactive steps forward for students


Appendix GPD

Presentation Schedule 2012-2013

Date of Meeting (Fridays)

Location

Content

Presenter

August 25, 2012 - 1PM September 14, 2012 - 3PM October 5, 2012 – 3:30PM October 19, 2012 – 3:00PM

Waterloo Waterloo Brantford Waterloo

--Kat Lourenco --- Max Blouw, President - Alysha Li, President

November 2, 2012 – 3:30PM

Brantford

--Marketing Strategies --- WLU – The history and future opportunities/challenges of the university - OUSA – Ontario Undergraduate Student Alliance Presentation WLUSP – Student Publications – Future Plans

November 16, 2012 – 3:00PM

Waterloo

Student Leadership Centre – Future Plans

November 30, 2012 – 3:30PM

Brantford

January 11, 2013 – 3:00PM January 25, 2013 – 3:30PM

Waterloo Brantford

- CASA – Canadian Alliance of Student Associations Presentation - Vice-President Updates/Presentations City of Waterloo – A Look Forward WLU Brantford Campus – Students of the Future

February 8, 2013 – 3:00PM

Waterloo

March 1, 2013 – 3:30PM

Brantford

March 8, 2013 – 3:00PM March 22, 2013 – 3:30PM

Waterloo Brantford

Student Voice! > A chance for students to showcase any awesome projects or activities that they have Student Voice! Showcasing Student Needs > A chance for students to showcase any awesome projects or activities that they have Vice-President Updates/Presentations LSPIRG – Laurier Student Public Interest Research Group Presentation

Bryn Ossington, Executive Director Drew Piticco, Manager of Student Leadership Centre - Zach Dayler, National Director - All VPs Mayor Halloran Becca Carroll, Dean of Students, Brantford Students at large

Students at large

All VPs Justine Dogbe, Executive Director


Appendix GPE

Training Schedule, 2012-2013 Date (Thursdays) September 20, 2012 (Waterloo)

Type Policy Governance Blitz

@8:00pm

September 27, 2012 (Waterloo)

The Power of Strategy

@8:00pm

October 25, 2012 (Brantford)

Know Your DR (Director Responsibilities)

@8:00pm

November 8, 2012 (Waterloo)

Fun with Policy

@8:00pm November 22, 2012 (Brantford)

The Road Ahead

@8:00pm

January 18, 2012 (Waterloo) @8:00pm

Bringing It In

Content > Refreshing PG skills > Asking more in-depth, educated PG questions > New, effective methods of monitoring > How to craft Ends > Importance of Evaluations > Analyzing current strategic plan > Elaborating on the ideas presented > Brainstorming new ideas/values > Focusing on development > Legal responsibilities of Directors > Fiduciary responsibilities > Director Powers > Litigation risk > Scenarios for training > Not-for-Profit Act of Ontario insight > Learning how to read policy > Learning how to craft policy > Practicing policy-writing > Looking at potential roadblocks/challenges in the future for nonprofits in the next 5-10 years > How to balance vision and reality in a complex socio-economic environment > What is the role of a Director in the future? > Re-evaluating our roles as Directors > What can we learn? How do we develop? What can others take away?

Presenter Jon Pryce (COST: Free)

Sean Madden (COST: Free)

Andrew Camman (COST: $300 – coming out of Professional Development and Training budget line) Chris Hyde (COST: FREE)

Alex Usher, President of Higher Education Strategy Associates (COST: $750 coming out of Professional Development and Training budget line) Jon Pryce (Cost: Free)


Appendix GPF

Directors’ Elect Training 2013 Date/Location February 16 > Waterloo > 1-2 hours

Type General Introduction

March 2 > Brantford > 2-3 hours

Policy Procedures and Adjudication

March 16 > Waterloo > 1-2 hours

Budget Training

March 30 Waterloo 1-2 hours

The Exchange

Content > What is a Board > What is a Director > Governance vs. Management > Basic Rules/Conduct > Roberts Rules > Mock Agenda > Monitoring > What is reasonable? > Reading a Ends-Based Budget > General budgeting know-how > Filling out a petty cash form

Presenter Chair-Elect

> Teambuilding exercises > Questionnaire Stations

Chair-Elect

Chair + President

VP Finance and Admin or Equivalent


Transition Report Page 1

Appendix GPG

Transition Report 2011-2012 Presented by Jon Pryce

Directors,

I am presenting this report to you as an example of what I expect the Chairs/CGOs of the future to present to the Board on an annual basis. My hope is that Chairs/CGOs will compile this transition document that focuses on meeting minutes, discussions and evaluation reports so that we can work towards improving the governance system through education. Governance is in constant need of revision and realignment, so it is appropriate to have a fairly comprehensive transition report going forward. Please note that this transition report is different from the one that the Chair/CGO sends to the incoming Chair/CGO. For now, I have a limited number of resources to work with; the standard for taking in-depth minutes, discussion notes and performance evaluations has not been set. The following content is compiled based on the meeting minutes from last year.

Kind Regards,

Jon Pryce Chair and Chief Governance Officer, 2012-2013 Wilfrid Laurier University Students’ Union


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The Operating Budget 

Nick Gibson, President/CEO, presented his operating budget to the Board on April 28, 2011. It had 14.89% allocated to the Representation and Advocacy End (#1), 15.37% allocated to the Safe and Empowering Environment End (#2), 9.37% allocated to the Opportunities for Social Interaction End (#3), 1.58% allocated to the Economic Environment End (#4), and 58.8% allocated to Overhead.

To compare campuses, note the following: Waterloo Overhead End # 1 (Representation) End # 2 (Safe/Empowering) End # 3 (Opportunities) End # 4 (Economic Environment)

% 56.38 15.35 16.13 10.63 1.51

Brantford Overhead End # 1 (Representation) End # 2 (Safe/Empowering) End # 3 (Opportunities) End # 4 (Economic Environment)

% 69.95 12.77 11.84 3.56 1.88

In total, $944,078.92 (with Overhead) was budgeted for the year, on both campuses. Without overhead, $388,988.47 was budgeted.

Please see below for an overall breakdown:


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Major Projects Students’ Union 

The Hawks Nest Renovation (Presented by Codi Costello, VP Campus Clubs and Faculty Assoications) o The now Campus Clubs Resource Centre was designed to allow campus clubs to cater to the needs of its growing department, provide space for club interaction, and enable clubs to tap into resources for their development and success. o It included items such as the detachable boardroom table, soft seating, improved lighting and electrical work, swipe access for after hour, signage for the space, TVs, 3 club computers, demolition of bar and construction of separate wall. o The project cost was $60,150.00. o It was originally proposed to the Board on June 16, 2011, but it was shot down. o It was later approved on July 22, 2011 at a cost of$ 49,005.43 (as some items were removed, amended or purchased elsewhere from the original proposal) Website Redesign (Presented by Kat Lourenco, then Marketing Communications Manager) o In order to ensure that the Students’ Union was geared towards having a greater online presence, a website redesign was needed. This was the advent of the social network that you now see at yourstudentsunion.ca. o The service provider changed from Orbis to Squarecrop, a new, user-friendly design. It’s neat to note that “Wilfs Menu” was the most popular search result on the old websiteevidently, there was a need to revamp it so that students could have greater access to many more resources. o The project cost was $40,000, with a $3,600 / year fee (50% deduction in Year 1) o This project was approved by the Board on June 16, 2011 Member Services Project – U Desk (Presented by Kyle Walker, then Member Services Manager) o This project was designed to create a space on campus for students to get information and address many of their needs. Whether it was health and dental, tickets, special offers, or even rentals, the U Desk was the spot to get it. o A “Mobile Handbook” app was also proposed, but it had a little bit of trouble getting off the ground. o In the proposal, it was noted that International News would pay the Students’ Union $434,000 over 10 years, plus 2% on all product sales o In total, it was projected to make $51,585.17 o The original project cost was $118,745.00, but there was 36,585.17 already allocated to it. Thus, the amount that was asked for approval was 79,159.83, and it was passed on June 16, 2011 Foot Patrol Radio Systems (Presented by Nick Gibson) o Ensuring that students on each campus are safe is a major goal of the Students’ Union. On the Waterloo campus, there was a need to enhance the foot patrol radios.


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At the time, there were only ten radios, four were non-functional and all of them were over five years old. They even ran on analog function, which was quickly become obsolete. o This project would allow for new radios to be purchased with GPS tracking included and faster telecommunication delivery. o The project cost $25,000, but $12,500 was provided in a grant. Thus, the Board approved of $12,500 to go to this project on June 16, 2011. Water Dispenser Re-Fill Stations (Presented by Nick Gibson) o To meet our goal of becoming more sustainable and increasing accessibility on campus, it was proposed that water refill stations would be brought to the following locations: Geography department; Food Court (2); U Desk Hall; and the Concourse o The Board only had to look at one part of the project, the two Food Court dispensers, which cost $39,324.00. The Board approved of this project on July 22, 2011. FNCC Washroom Renovation (Presented by Nick Gibson) o Originally proposed to the Board of 2010-2011, this project aimed to make the washrooms more energy efficient and up-to-date on the second floor of the FNCC. o A new proposal was presented to the Board of 2011-2012 April 28, 2011, and the price was reduced by a few thousand. o The approved cost of the new project was $89,000 Coffee Kiosk – Golden Grounds, Brantford (Presented by Nick Gibson) o This project aimed to provide Brantford students with a more accessible space to get beverages and small food items. o The total cost of the project was $99,971.84, and it was approved on September 16, 2011. Foot Patrol Space Budget Overage (Presented by Nick Gibson) o Based on an error with the original blueprints, the Board was left needing to approve a $53,500 (with the original cost approved by the Board of $15,600 included)

Student Life Levy (Nick Gibson-led Projects) 

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The Student Life Levy (SLL) is a student-generated fund that is allocated to university projects on an annual basis for the purpose of enhancing student life and the student experience. Please note that these figures that are about to be presented did not come out of the Students’ Union operating budget. This is merely for your information. One project was the videoconferencing system, compiled by Chair/CGO Chris Walker. It was in its beginning stages in May 27, 2011. Later on it would be presented to the Enhancement of Student Life Levy Committee, where it passed for $28,790.00. Other Students’ Union projects include the Toyota Solarium Renovation for $100,000 and Campus Emergency Response Revisioning for $34,000. Some non-Students’ Union Projects included renovating the Athletic Complex Change room Renovation ($250,000), Community Gardening and Gathering Space at the Aboriginal Services Centre on Albert Street ($29,913.09), and Virtual Learning Commons, a one-stop portal that will


Transition Report Page 5 be attached to MyLearningSpace to allow students to receive additional academic support ($25,000).

Major Policy Changes 

The Board decided that it was going to do self-evaluations for the Governance Process policies. This process was initiated by then Chair/CGO Chris Walker, with GP#1, GP#2a, GP#2b, GP#2c, GP#2d, GP#2e needing to go through the monitoring process. It was officially approved by the Board on July 22, 2011. On September 16, 2011, the Board began the process of assessing the Chief Returning Officer’s (CRO) role during the year and during elections. It was deemed that since the CRO was also the Director of Policy, Research and Advocacy, it would be imprudent to have a paid employee running the elections. So, on September 23, 2011, the Board approved of an Assistant CRO to fill the role of the CRO during the election period. This helped avoid the conflict of interest. On September 16, 2011, the Board elected the Multi-Campus Governance Committee. This committee was tasked with creating principles to guide the organization as it plans for multicampus governance system between the Waterloo and Brantford campuses. The Executive Summary was presented to the Board on January 6, 2012. On September 23, 2011, the following policy changes in the Organizational Review: o The Ownership Linkage Committee was created with the mandate to facilitate ongoing ownership linkage efforts o The Hiring Practices Review Committee, Lobbying Ends Committee, EL#2g Review Committee, and GP#2f Treasurers Role were removed from the policy manual o The role and responsibilities of Board Committee and Board Committee chairs was enhanced. o The 3rd End was changed from “Opportunities for social interaction” to “Diverse social interaction” o The Mission, Vision and Values were placed in the policy manual (and later repealed by our Board) o All policies removed the “Fail to” components, and had more accommodating language that was written in the affirmative. For example “The President will not: Operate without allowing…” as opposed to “The President will not: Fail to inform…” o The Environmental Sustainability EL underwent a couple changes:  1. “Operate without following a policy that details how the WLUSU will minimize its environmental impact with respect to…” was changed to “Operate without minimizing WLUSU’s environmental impact…”  2. “Fail to educate and encourage the membership on adopting environmentally friendly lifestyle choices” was changed to “Allow the membership to be unaware of environmentally friendly lifestyle choices.”  3. “Fail to conduct a comprehensive environmental audit and behavioral scan of all WLUSU operations at least one in a three year period” was removed.


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A proactive step towards making sure monitoring included data from both campuses led to the inclusion of BMD #2d1 having “Monitoring information will be presented from all campuses in which the Union operates…” o Under Asset Protection (EL#2f), the “$1000” figure was changed to “$5000” for 5c to read “Make a capital purchase: of more than $5,000 without having obtained comparative prices and quality unless a regular or preferred supplier has been established.” EL2h was amended to address a potential conflict of interest when Nick Gibson was interested in running for Senate. Now, it has been made clear when the President is considered to be in a conflict of interest, and thus capable of planning for succession. EL#2h changed its name from ‘Emergency Succession Planning’ to ‘Executive Succession’. The Ownership Linkage Committee added a second clause to its products to ensure that the committee solicits Ends-based feedback from the members – a greater focus was put on discussing the Ends and speaking about governance concerns when exercising ownership linkage

Referendum Questions   

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The following can be found in the December 6, 2011 and January 6, 2012 Agenda Packages: To dissolve the Brantford Campus Council, effective May 1, 2012 (Passes) Approve proposed changes to Constitution (Passes) o Removing voting by proxy (since it’s online now) o Rewording of Article 3, Section 16 to ensure that a General or Special General Meeting requires a quorum of 10% of all members to be present in person – a simple majority is needed for any specific business item, as established by the Board of Directors, to pass. o Including the line that all members of the Students’ Union can vote for any candidate o Ensuring that of the fifteen seats on the Board, two are allocated for members from each campus o Any officer can be terminated following a two-thirds vote by the Board o Re-writing Article 6, Section 3c to ensure that if anyone enters or leave an incamera session, two-thirds of Directors must support a motion, unless for ill health, an emergency. o Including this line: In case of a conflict of interest, quorum (2/3) will be set by the remaining Directors at the meeting. o The Board has the legal authority to hire the President & CEO Health and Dental plan to have fee increase according to inflation (Passes) Faculty of Science Students’ Association fee increase (Fails) Brantford Faculty of Arts fee replacement – from $38.30 Program Fee to an activity fee of $3.60 per half credit to a maximum of $18,00 per semester (Passes)


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Organizational Review – Year End 

Below you will see the report done by Chris Walker last year.

Synopsis of Executive Limitations


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Detailed Report of ELs


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Synopsis of Governance Processes


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Detailed Report of GPs


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Prospective Headings for the Future 

Board Meeting Discussion – have a meeting-by-meeting synopsis to ensure that the Board is fully aware of information that pertained to Ends-based discussion. During the year, we will be having discussions on strategy, Ends, and other future goals of the organization. It’s vital to ensure that all Board members are aware of this history as they prepare for the year ahead. Committees – have a few pages dedicated to what the committees discussed, how they measured their performance, etc. This will ensure that the full Board is aware of how committees have operated in the past and work towards improving them Evaluations – demonstrate an understanding of the Meeting Evaluations, Training Evaluations, etc. This will ensure that the Board members have a foundation to build off of, as it will hopefully have a progression chart to see how the Board is performing, and not in a Policy Governance sense. Organizational Review – Perhaps it would be wise to include information on how the organization was performing in the past, based on the monitoring schedule. This would involve a synopsis of what policies were out of compliance, which policies were in compliance, etc. For now, I’ve given you a document that shows the Year-End compliance report.


Appendix GPH

Jon Pryce Chair of the Board & Chief Governance Officer Wilfrid Laurier University Students' Union 75 University Ave. W., Waterloo, ON, N2L 3C5 Tel: 519.884.0710 ext. 3114 Email: jpryce@wlu.ca Website: yourstudentsunion.ca

To: Michael Onabolu, President/CEO CC: Board of Directors Date: August 25, 2012 Re: Reviewing the Remuneration of the Office of the President

Michael,

As per Governance Process policy #2h, Annual Governance Planning, there needs to be a review of the remuneration of the office of the President in November. Currently, a set process for reviewing the remuneration of the office of the President has not been established at the Students’ Union. It is, however, different from the process that is outlined in Board Management Delegation Policy #2d1, Monitoring Executive Performance. The remuneration process will require you to analyze industry standards and practices for your position, or equivalent, at other student organizations in Canada. Based upon these findings, you will be required to deliver a presentation to the Board that justifies the continuation of allocating the current number of resources to your office. I hereby set the date for the review of the remuneration of the office of the President for November 30, 2012. If you have any additional questions, please feel free to contact me. The Board looks forward to your presentation.

Respectfully Submitted,

Jon Pryce Chair of the Board & Chief Governance Officer Wilfrid Laurier University Students’ Union

Board of Directors Agenda Package - August 25  

Board Agenda Package - August 25, 2012