Governance framework

INTRODUCTION

In this document, we outline the governance framework consisting of the University’s set of rules, components and processes governing decision-making to ensure the institution functions effectively.

The University is supported by the Office of the Secretary-General, a specialized administrative unit that plays an essential role in implementing and supporting the governance framework. The Office of the Secretary-General supports the Committee on Governance and Nominating in fulfilling its responsibilities by ensuring the integrity, consistency and modernization of decision-making practices. It also performs ongoing monitoring of governance standards and regularly updates them to ensure alignment with sector best practices. 

This framework aims to provide an outline of the University’s governance system as set out by legislation, common law, policies and resolutions approved by the Board of Governors (“the Board”) and the Senate, and organizational practices over the years. The governance framework provides you with all the necessary links to access legislation, bylaws, committee mandates, appointment procedures and all other tools that are integral to University governance.

Given universities’ history and unique role in society, governance in these institutions is complex, with many internal and external stakeholders involved and a diffusion of power that make them significantly different from other organizations (see Leading Practices in University Board Governance from the Council of Ontario Universities).

In Leading Practices in University Board Governance, the Council of Ontario Universities describes the unique and complex context of university governance as follows:

While informed by general principles of good governance, leading governance practices are established within the unique and complex context of publicly-funded universities in the Province of Ontario. Universities are created as independent not-for-profit corporate entities in support of their status as autonomous entities, independent from partisan and political influence.

This independence allows them to fulfil their unique social mandate. The university mandate includes, first and foremost, their role as centres of free enquiry, which requires a safeguarding of the principle of academic freedom and independence in related areas including hiring decisions, course content, academic programming, and research priorities.

Tied to the principle of institutional autonomy is the principle of collegial or shared governance, whereby governance responsibilities are divided between academic councils or senates – which have substantial representation from faculty and set or inform academic policy for the university – and boards of governors or boards of trustees that oversee the operational, financial and business affairs of the university.

Shared governance also entails, in most cases, a board membership that includes a balance of members from internal university constituencies (including academic and non-academic staff, and students), and external members. Combined these board members exercise their fiduciary duties to act in the best interest of the institution as a whole.

This shared governance structure is meant to ensure that the core mission of the university (teaching, research, and knowledge dissemination) is informed by members of the academy who have an in-depth understanding of the academic enterprise, while financial, operational and business matters are overseen by those from a broader community, and bring an external and fiduciary lens to discussion and decision-making.

It is within this particular context that the University of Ottawa’s governance framework has been developed.

BACKGROUND

The University of Ottawa is the largest bilingual university in North America and one of the oldest universities in Canada. A secular, international, research-intensive institution, the University was founded in 1848 as the College of Bytown by the Missionary Oblates of Mary Immaculate. The Oblates are a Catholic order founded on January 25, 1816, by Saint Eugène de Mazenod, a French priest from Marseille, and officially recognized by Pope Leo XII on February 17, 1826.

In 1861, the College of Bytown was renamed the College of Ottawa. It achieved university status by royal charter in 1866. In 1889, Pope Leo XIII issued it a pontifical charter, making the archbishop of Ottawa chancellor of the University.

Once the exclusive domain of the liberal arts (and of men until 1919), the University has taught pure and applied science in both official languages since the early 1880s. It has been conferring bachelor’s degrees since 1872, master’s degrees since 1875 and doctorates since 1888.

On July 1, 1965, the Government of Ontario passed Bill 158, the University of Ottawa Act. Under the act, the University became a provincially funded secular institution. The act also made the University independent of any external organizations, religious or secular. Its civil and pontifical charters were transferred to the newly created Saint Paul University, which is federated with the University. Ecclesiastical studies, pastoral studies and missiology remained under the authority of the Oblates, and the University retained the civil faculties. The president is no longer required to be an Oblate, and the archbishop of Ottawa is no longer chancellor.

Saint Paul University remains a pontifical university federated with the University of Ottawa. Located on Main Street in Ottawa (Ontario, Canada), it has been run by the Oblates of Mary Immaculate for over a century. 

1. MISSION AND OBJECTIVES OF THE UNIVERSITY OF OTTAWA

   The University of Ottawa Act, 1965, passed by the Legislative Assembly of Ontario in 1965, established the University as a corporation. Under the act, the University of Ottawa is a bilingual post-secondary institution whose objectives are:

   • to promote the advancement of learning and the dissemination of knowledge;
   • to further ... the intellectual, spiritual, moral, physical and social development of, as well as a community spirit among its undergraduates, graduates and teaching staff, and to promote the betterment of society;
   • to further bilingualism and biculturalism and to preserve and develop French culture in Ontario.

2. BICAMERAL GOVERNANCE SYSTEM

   The University of Ottawa Act, 1965 establishes a bicameral governance system for the University, as is typical of many Canadian universities. In this system, the Senate and Board of Governors share governance of the institution. The system acknowledges the need for a board that is independent of the University executive team to ensure sound management and oversight, but it also gives the University’s academic authorities responsibility for teaching, research and other related matters. The Senate is the University’s highest authority on academic matters; it sets the educational policies for the institution. The Board of Governors is the highest authority in all other matters relating to University governance, including management and administration of the University and its property, revenue, expenditures, affairs and related activities.

   The bicameral system serves an important purpose. Introduced when the University joined Ontario’s network of post-secondary institutions, the system is based on the following principles:

   • Although the University receives funding from government and private sources, the freedom to teach and conduct research must be protected at all costs. To defend these freedoms, the University’s academic leaders must have control over teaching and research policies. As the highest authority on academic matters, the Senate determines what needs to be taught, who will teach it and how.
   • Administration, management and reporting duties in all other areas, including budgeting, property, revenue, expenditures and University affairs, can be done more efficiently when they are entrusted to a body such as the Board of Governors. The Board brings together a wide range of stakeholders (students, professors, support staff, alumni, government officials, funding agency representatives and members of the public).

   The chancellor is the titular head of the University. The president is the University’s chief executive officer and Senate chair. In this capacity, the president directs academic affairs and general administration of the University, professors and support staff.

3. LEGAL AND REGULATORY OBLIGATIONS

   The University is subject to a complex and multifaceted legal framework that encompasses a multitude of provincial laws, policies, regulations, as well as certain federal laws.  The following summary is not a comprehensive description of all the University’s statutory obligations; it provides only a brief overview of the various pieces of legislation governing University operations.  

   • The University as a post-secondary educational institution

     In addition to The University of Ottawa Act, 1965, other key pieces of legislation applicable to the University as a post-secondary educational institution and broader public sector organization include the following:

     • The Ministry of Training, Colleges and Universities Act establishes the ministry responsible for universities. It provides the basis for the government’s financial involvement in the university sector, enables the provision of funding and student aid programs that aim to support both University operations and student access to higher education, sets certain policy requirements for universities and empowers the minister to issue directives regarding universities.
     • The Post-secondary Education Choice and Excellence Act, 2000, focuses specifically on the authority to grant degrees and the establishment of universities in Ontario. It establishes the Postsecondary Education Quality Assessment Board, an independent agency responsible for reviewing applications for ministerial consent to grant degrees, providing recommendations to the minister and conducting quality assessments of programs.
     • The Broader Public Sector Accountability Act, 2010, applies to the University’s use of public funds to ensure accountability and transparency in its procurement of goods and services, its expenses and its perquisites. The University must submit compliance reports to the government to demonstrate adherence to the directives and guidelines issued under this act.
     • The University’s funding by the provincial and federal governments is also governed by a complex combination of legislation, government policies and institutional practices, primarily focusing on tuition fees and government grants.
     • The University is a designated institution under the Ontario French Language Services Act and must provide certain academic programs and services to students in the French language.
     • The Freedom of Information and Protection of Privacy Act (FIPPA) applies to universities. It requires the University to protect personal information and governs access to records within the University’s custody and control. FIPPA provides the public with a right of access to University records, subject to certain limited exemptions; establishes rules for the collection, use and disclosure of personal information held by the University; and grants individuals the right to access their own personal information. The University, when employing a regulated health-care professional whose role involves delivering health care, it also assumes responsibilities under the Personal Health Information Protection Act regarding the collection, use and disclosure of personal health information.

   • The University as a charitable organization

     The University is a registered charitable organization and must comply with federal tax laws in order to maintain its charitable status with the Canada Revenue Agency. This involves adhering to rules regarding charitable activities, issuing charitable donation receipts and filing annual information returns. The University is also subject to the Ontario Charities Accounting Act, which governs the financial management and accountability of charitable organizations in Ontario. This act includes provisions on the use of charitable property, financial reporting and other matters.

   • The University as a service provider

     The University as a service provider and as an employer must ensure it complies with the Ontario Human Rights Code, ensuring the prevention of harassment and discrimination against individuals based on the protected grounds set out in the code. This applies to both the University’s employment practices and its service provision (the code explicitly includes education as a service). Under the Accessibility for Ontarians with Disabilities Act (AODA), the University is required to create and enforce accessibility standards to ensure that people with disabilities have equal opportunities and access to services.

   • The University as an employer

     As an employer, the University must also comply with many other laws and regulations. Examples include the following:  

     • The Income Tax Act, the Canada Pension Plan (CPP) and the Employment Insurance (EI) Act require the University to deduct from employees’ wages income tax, which it must remit to the Canada Revenue Agency; CPP contributions, which it must match; and EI premiums, which it contributes to the EI fund.
     • The Workplace Safety and Insurance Act requires the University to pay premiums to the Ontario Workplace Safety and Insurance Board to cover employees in case of work-related injuries or illnesses.
     • The Employment Standards Act, 2000, requires the University to comply with the minimum standards for wages, hours of work, overtime pay, vacation, public holidays, various types of leave, and termination and severance pay.
     • The Labour Relations Act, 1995, in addition to the multiple collective agreements between the University and its unions, governs the University’s relationship with the many unions that represent various University employee groups. The act includes sections on collective bargaining and labour disruptions (strikes).
     • The Occupational Health and Safety Act (OHSA) requires the University to ensure a safe and healthy work environment for employees. This includes implementing safety protocols, providing training and addressing workplace hazards.
     • The Pension Benefits Act governs the University as sponsor and administrator of the University’s pension plans.

   • The University as a landowner

     As a landowner, the University must comply with several laws and regulations. The following are examples:

     • The University Expropriation Powers Act grants certain universities the power to expropriate land for university purposes and allows universities to enter, take, use and expropriate land as necessary, subject to certain exceptions.
     • The Planning Act requires the University to comply with land use requirements and municipal planning regulations, including zoning bylaws and land use designations.
     • The Environmental Protection Act requires the University to adhere to environmental regulations, including managing any potential environmental impacts of its land use and development.
     • The Ontario Heritage Act requires the University to comply with requirements to preserve and protect all of its properties that are designated as heritage properties.
     • The Occupiers’ Liability Act requires the University, as an occupier of its premises, to take reasonable care to ensure that people and their property are safe while on the premises. This duty applies to dangers arising from the condition of the University’s premises or activities conducted on the University’s premises.

4. REGISTERED OFFICE

   The University of Ottawa’s registered office is located at:  
   550 Cumberland Street, Ottawa ON  K1N 6N5

5. FISCAL YEAR

   The University’s fiscal year ends on April 30. 

SENATE

The Senate is the highest authority on academic matters. It sets University policies on research and teaching. Through its committees, it ensures academic matters on campus are managed effectively. Subject to approval from the Board of Governors on expenditures, the Senate can create, maintain or eliminate faculties, departments, schools or institutes, and establish chairs. The Senate also establishes the regulations required to conduct its business.

More specifically, the University of Ottawa Act, 1965 (Section 17) defines the Senate’s responsibilities. They include establishing the educational policy according to Christian principles and the University’s bilingual character; determining programs of study, admission requirements and degree requirements; and managing scholarships, bursaries, awards and distinctions. In addition, the Senate has the power to confer all degrees, including honorary degrees, with approval from the Board of Governors, and it can create committees to perform its duties

1. COMPOSITION

   Senate composition is based on the principle of collegiality. Members represent the entire University community and share responsibility for academic life on campus. They vote according to their conscience, not as a representative of their faculty or other stakeholders. However, they have a duty to inform the Senate and its committees of the views held by the groups and associations they are aware of, if this information could help identify and resolve a problem for the benefit of all.

   The Senate consists of 89 members. The University of Ottawa Act, 1965 (Section 15) outlines the composition of the Senate, and the By-Law Governing the composition of the Senate provides further details:

   • Chancellor (ex officio)
   • President, who is chair of the Senate; vice-presidents; and secretary-general (ex officio)
   • Dean and secretary of each faculty, including at Saint Paul University (ex officio)
   • One or two full professors or associate professors on the teaching staff of each faculty, including at Saint Paul University (elected)
   • Three part-time professors who are members of a faculty council, as elected by and among part-time professors who are members of faculty councils
   • One regular full-time academic member of the Library
   • One full-time undergraduate student elected by peers for each of the faculties, and one student representing the two sections of the Faculty of Law
   • Two graduate students elected by their peers
   • Other members as determined by bylaw — for example: the deputy provost, vice-provosts, associate vice-presidents, registrar and other directors (Teaching and Learning Support Service, Student Health and Wellness Centre, Career Development and Experiential Learning).

2. SENATE CHAIRS

   The president chairs the Senate. The provost and vice-president, academic affairs, serves as vice-chair. The secretary-general fills the secretary role.

3. SENATE COMMITTEES

   The Senate has created the following standing committees:

   The Executive Committee of the Senate is responsible for managing requests submitted to the Senate, by handling them directly, referring them to the appropriate committee or submitting them to the Senate, when necessary. It receives and presents reports from other committees for information or approval, ensures these committees are functioning properly, submits to the Senate any recommendations it deems beneficial to the University and performs any other tasks delegated to it by the Senate.

   The Council on Undergraduate Studies is responsible for developing University-wide academic regulations for undergraduate studies, as well as planning and developing undergraduate programs, to ensure their excellence and to promote the University’s mission with respect to this level of study.

   The Senate Program Evaluation Committee ensures that programs under review are aligned with the University’s mission and objectives regarding academic planning and the student experience, and it supports faculties in maintaining the quality of programs offered.  The Committee is responsible for the proper conduct of program cyclical reviews as per the Institutional Quality Assurance Process (IQAP) approved by the Senate.

   Council on Graduate Studies is responsible for developing University-wide academic regulations on graduate studies, as well as planning and developing graduate programs, to ensure their excellence and to promote the University’s mission with respect to this level of study.

   The Strategic Committee on Graduate and Postdoctoral Studies develops strategies and formulates recommendations to the Senate and Administration Committee on recruitment, admissions policies, retention, time to completion, student experience, integration of postdoctoral fellows, thesis supervision and all other matters related to graduate and postdoctoral studies. It also advises and assists the vice-provost, graduate and postdoctoral studies, on various matters under their authority.

   Senate Committee on Teaching and Teaching Evaluation advises the Senate on all aspects of teaching. It promotes teaching and learning excellence in all its forms, and it fosters the importance and innovative nature of teaching at the University.

   The Council on French Services and Programs is mandated with overseeing the planning and implementation of initiatives that enable the University of Ottawa in fulfilling its mission and commitment to promoting and developing  Francophonie in Ontario. The council is also responsible for promoting the development of the University community in both official languages.

   The Senate Committee on Academic Freedom is mandated to report to Senate on the nature of complaints related to academic freedom within the University environment. It also plays an advisory role when required, particularly by faculty bodies seeking advice on general or recurring cases pertaining to academic freedom. In addition, it contributes to training activities by recommending relevant initiatives. Finally, it must submit an annual report on its activities to the Senate.

   The Committee on Honorary Degrees is responsible for determining the University’s policy on honorary degrees, establishing standards for candidate selection, examining candidates for honorary degrees and making recommendations on granting honorary degrees.

   The Senate Appeals Committee is responsible for making final decisions on specific academic appeal cases. Cases this committee handles include appeals submitted by students on the application of academic regulations (admissions, promotions, graduation and other areas), as well as recommendations or appeals on disciplinary sanctions in accordance with Senate regulations. It could also rule on any other appeal referred to it by the Senate or its Executive Committee. In addition, the committee can recommend changes to the regulations, policies and procedures it is entrusted to apply. Finally, it submits a report on its activities to the Senate and Executive Committee, either annually or on request. 

CHANCELLOR

The chancellor is the titular head of the University and occupies a place of honour at convocation and other ceremonies. The chancellor is appointed by the Board of Governors, with the concurrence of the Senate, for a term of four years, and serves as an ex officio member of the Senate. While in office, the chancellor is also an honorary member of the Board of Governors and enjoys all the rights and privileges of an honorary member. The incumbent may be reappointed at the end of the four-year term. See the Procedure for Selecting the Chancellor.

1. PRESIDENT

   • Roles and responsibilities

     The president is the chief executive officer of the University, assuming responsibility for the day-to-day management of the institution. This person serves as vice-chancellor and fulfils the functions of the chancellor if the chancellor is absent or if the position is vacant. According to the University of Ottawa Act, 1965, the president “has supervision over and direction of the academic work and general administration of the University, the teaching staff, officers, servants and students thereof, and has such other powers and duties as from time to time may be conferred upon or assigned to him [sic] by the Board.”

     The president sits on the Board of Governors and chairs the Senate, as well as chairing the Administration Committee and the Joint Committee of the Senate and the Board of Governors. The president sits on all standing committees except the Audit Committee and the Pension Fund Investment Committee.  Serving on both the Board of Governors and the Senate enables the President to play a key role in strengthening the relationship between the two bodies.

     The president makes recommendations to the Board of Governors on the appointment of vice-presidents, and to the Executive Committee on the appointment of deans.  

   • Appointment process

     The president is appointed by the Board of Governors according to the Board-approved procedure for appointing the president. The Board determines the length of the president’s term (generally five years).

   • Performance evaluation

     The Board has also adopted a procedure to evaluate the president's performance and to set objectives for the upcoming period. The Board chair and the Committee on Governance and Nominating are responsible for this process.

2. VICE-PRESIDENTS AND SECRETARY-GENERAL

   The University currently has four vice-presidents and one secretary-general, each of whom is an officer of the University:

   • The provost and vice-president, academic affairs, is the University's chief officer after the president, replacing the president when the president is absent or the position is vacant. The provost oversees the development and implementation of the University’s academic and research vision in accordance with the institutional plan. The provost also monitors the quality of teaching, program design, and budget planning and management in accordance with the University’s priorities, and enhancing the University’s national and international reputation.

   • The provost oversees all faculties, supervising academic planning and supporting deans; ensures student affairs (admissions, academic support, health and wellness, student experience, etc.) are managed effectively; and maintains constructive and harmonious relationships with Indigenous communities regarding efforts related to  truth and reconciliation, as well as with faculty union representatives.

     In addition, the provost works to promote equity, diversity and inclusion.

   • The vice-president, research and innovation, plays a key role on the University of Ottawa executive team. This vice-president is responsible for fulfilling the research and innovation mission, working closely with other members of the executive team. The primary mandate is to foster growth of research and innovation by managing the human, material and financial resources required to achieve the University's strategic objectives.
   • The vice-president, advancement, plays a central role in the University of Ottawa's outreach and fundraising strategy. This individual leads fundraising campaigns and strengthens the University’s relationships with all stakeholders, both within the university community and externally, including alumni, faculties and various partners. The role brings together marketing, advancement and alumni relations, while guiding all stakeholders in securing major donations.
   • The vice-president, finance and administration is central to the University's strategic and operational governance and directly supports its academic and research mission. The individual oversees key administrative functions, such as financial management, capital planning and debt financing, facilities, human resources, information technology, risk management and the University's pension plan and treasury. This key role influences the University's academic and administrative mission, aligning initiatives in these areas with the institutions strategic objectives while fostering innovation and organizational excellence.

   • The vice-president, francophonie and external and community relations will promote Francophone culture, strengthen our relationship with the various Francophone communities and develop an action plan along with the community to enhance the University’s leadership in the Francophonie, locally, nationally and internationally. Campus-wide consultations will soon begin to help flesh out this plan.

     The new vice-president will also be mandated to work with the various stakeholders — including governments, community groups and the private sector — to identify potential new strategic partnerships to enrich our teaching and research programs, so that, ultimately, we can best meet the needs of the society

   • The secretary-general is the secretary of the University of Ottawa and performs the duties associated with that role, as defined in the University of Ottawa Act, 1965. In this capacity, the secretary-general serves as Secretary of the Board of Governors, the Senate, and their committees, and is responsible for ensuring good governance. She is also responsible for and oversees the offices of Legal Services, Access to Information and Privacy, Human Rights, and Archives & Information Management.

3. ADMINISTRATION COMMITTEE

   Administration Committee is the University’s senior management committee, overseeing its day-to-day management. It has all of the powers necessary for the general administration, management, conduct and control of University affairs, except to the extent that the Board has reserved its powers or delegated powers to any of its committees. The Administration Committee may delegate its power when it deems it is necessary to do so (Board By-Law No. 1 [2019], Article 6 (PDF, 342KB)). The committee consists of the president (who serves as chair), the vice-presidents and the secretary-general. The Standing Budget Committee reports to the Administration Committee.  

4. FACULTY DEANS, UNIVERSITY LIBRARIAN AND DEAN OF LIBRARIES

   The University currently has nine faculties, each consisting of several departments, with one dean at the head of each faculty (two deans for the Faculty of Law):

   • Faculty of Arts
   • Faculty of Education
   • Faculty of Engineering
   • Faculty of Health Sciences
   • Faculty of Law, Civil Law Section
   • Faculty of Law, Common Law Section
   • Faculty of Medicine
   • Faculty of Science
   • Faculty of Social Sciences
   • Telfer School of Management

   Deans play a key role in the University’s governance system. Each faculty is led by a dean or faculty head, who is responsible for the general administration and ensuring teaching and research excellence in the faculty. Deans perform their duties in accordance with the University of Ottawa Act, 1965, the policies of the Board of Governors and the faculty’s policies. Appointed by the Executive Committee of the Board of Governors on the president’s recommendation, they report to the provost and serve in the Senate as well as on key committees and other bodies of the University.

   Deans play a complex leadership role, as they are called upon both to advocate for their faculty’s interests and to exercise independent judgment on issues affecting the University as a whole. They play an important role alongside their colleagues by establishing comprehensive, long-term teaching and research policies, while also managing day-to-day faculty affairs. Deans provide leadership in teaching and research within their faculty and take on significant, multidimensional administrative and oversight tasks. These include delivering a wide range of student services, managing substantial budgets in a context of financial constraints, and overseeing a highly diverse academic and support staff.

   The University librarian and dean of libraries is appointed by the Executive Committee on the president’s recommendation. This position is responsible for the effective management of the University libraries. 

• The University of Ottawa Act, 1965 is the legislation that established the University. It can only be amended by the Legislative Assembly of Ontario. This Act authorizes the Board to establish regulations, policies and bylaws it deems “necessary or advisable for the government, management, conduct and control of the University.”  
• Board By-Law No. 1 (2019) (PDF, 342KB), passed by the Board of Governors, defines the fundamental characteristics of the Board and its operating procedures. It sets out the governance framework including the Board’s composition, roles, responsibilities and powers of the Board, its members, its committees, and its officers. The bylaw also sets out the rules for conducting meetings of the Board and its meetings. An authority and responsibility matrix for the Board and its committees has also been developed.
• Board By-Law No. 3 (2020) (PDF, 443KB) provides for the delegation of authority for approving and signing contracts on behalf of the University.
• The ethics code aims to ensure the Board of Governors meets the highest standards and preserves its integrity.
• There are also several policies on the pension fund that have been approved by either the Board or one of its committees.
• The administrative policies and regulations govern the management and affairs of the University.  They establish the rules and organizational practices for institutional management and the conduct of its community members. These policies and regulations are approved by the Board, its Executive Committee or the Administration Committee, depending on the subject matter and compliance requirements.
• The academic regulations adopted by the Senate govern the curriculum and research matters. They address specific issues that are not covered in the legislation or bylaws (definitions; admission requirements; attendance; awarding of scholarships, bursaries, fellowships, medals, awards and other distinctions; etc.).
• The administrative procedures are operational rules created by the University’s central administration. They provide guidance in applying administrative policies. The procedures are approved by the relevant vice-president.
• A motion is an official proposal before a deliberative body.
• A resolution is a decision made from the adoption of a motion.