Procedures for the Selection and Appointment of the Board Chair and Vice-Chair

1. Appointment Authority

The University of Ottawa Board By-law No. 1 (2019) provides that the Chair and the Vice-Chair of the Board of Governors are appointed by the Board of Governors:

Article 3.1 – Election and eligibility: The Board shall elect a Chair and a Vice-Chair from among the Board Members appointed in accordance with subparagraphs 9 (b), (c), (e) and (f) of the University of Ottawa Act. Where any Board Member so appointed is a full-time member or deemed member of the Academic Staff, a full-time member of the Administrative Staff or a Student, the said Board Member will not be eligible. An individual holding the office of Vice-Chair shall be eligible for election as Chair, but shall not automatically succeed to the office of Chair, except as otherwise set forth in this By-law at section 3.5. The Board may, from time to time, establish procedures for the appointment or election of the Chair and Vice-Chair.

The Chair and Vice-Chair are appointed on recommendation of the Committee on Governance and Nominating.

2. Appointment Procedure

2.1 Selection Committee

Where there is a current or anticipated vacancy in the Board Chair or Vice-Chair position, a Selection Committee shall be created, comprised of the Chair of the Committee on Governance and Nominating, the President and a member of the Committee on Governance and Nominating appointed by the Chair.

No member of the Selection Committee shall be considered as a candidate for the position of Chair or Vice-Chair of the Board.

The Selection Committee shall invite Board members to suggest the name(s) of those eligible members of the Board, as per Article 3.1 of the University of Ottawa Board By-law No.1 (2019), who should be considered for the position or invite members to propose themselves.

The Selection Committee shall identify amongst candidates, whose background aligns with the desirable characteristics, competencies and areas of expertise, and evaluate their suitability for the position.

The Selection Committee may proceed with informal consultations with University stakeholders.

The Selection Committee shall bring forward one or more names to the Committee on Governance and Nominating for consideration.

2.2 Recommendation to the Board of Governors

The Committee on Governance and Nominating shall determine an appropriate candidate and shall approach that individual to determine their willingness to serve. In the event that a proposed candidate is a member of the Committee on Governance and Nominating, that member shall recuse himself or herself during the discussion and vote.

At the conclusion of its deliberations, the Committee on Governance and Nominating shall bring forward a recommendation to the Board of Governors for approval.

The term of office for the position of Chair or Vice-Chair shall, unless at the time of election the Board of Governors resolution otherwise stipulates, terminate on the date when their respective appointment as Board Member expires. The Chair and Vice-Chair are eligible for re-election.