Over the past year and a half, UBC has worked its way out of a leadership crisis. After former President Arvind Gupta's sudden departure, the Board of Governors was faced with public scrutiny regarding the reason for his departure and was then observed having a secret meeting. The revisal of Policy 93, which concerns open and closed meetings of the Board of Governors, is happening as a direct result of these events.
“Given what has happened at the university over the last year to two years, I’m hopeful that students, faculty and staff pay a great deal of attention to this policy,” said University Counsel Hubert Lai. “The policy is intended, to a large extent, to respond to the concerns that have been raised over this period of time.”
This is the first time that Policy 93 is being revised since it was first approved in 2008. The proposed policy shows a significant increase in depth and is over three times longer than the current policy — this proposed version is 11 pages and the current one is three.
This proposed policy is intended to regulate more so than communicate, but there was still significant focus placed on the specific language used.
According to Lai, one of the main things that this proposed policy revision will regulate and demonstrate to the public is increased accountability.
“If nobody knows who is making the decision, it’s very difficult to know who is more accountable,” said Lai. “The version of the policy that is now being proposed provides all of that information [about how decisions concerning closed meetings are made] to our community.”
The consultation period for this policy will end on October 31. Feedback will be taken into consideration and the final version will be brought to the board for approval in February.
This article will provide an overview of the major differences between the current policy and the proposed one. Given the detail of the proposed policy, not every aspect of both will be covered here, but a copy of the current one can be found here and a copy of the proposed one can be found here.
The proposed policy makes clear that specific policies and protocol will be followed during an emergency or disaster situation.
“There are critical decisions that need to be made very, very quickly — so we need to make sure that those decisions can be made very quickly and that the proposal for Policy 93 doesn’t prevent that,” said Lai.
Definition, Scope and Interpretation
One significant introduction in the policy proposal are definitions of terms used in the policy — including words such as “Board,” “Meeting,” and “Responsible Chairs.”
The proposal is very clear in stating that “a Meeting does not include a gathering that is merely social or by chance,” but rather that “Meetings” are defined as a conference convened for the purpose of either considering or voting upon a motion, or receiving information from the UBC administration in support of — or in opposition to — a motion that has been proposed or that is anticipated to be proposed in the future.
The board has eight standing committees that are divided into either “regular standing committees” or “special standing committees.” Regular standing committees usually meet on the same day approximately one week in advance of the regular meetings of the board. Special standing committees do not meet on the same day.
In addition to these, the Board can establish ad hoc working groups in order to complete a specific task or objective. The meetings of these groups are not generally open to public, but their reports are subject to general publication guidelines.
This section's content was not changed.
The chair of each standing committee is responsible for determining a committee meetings agenda, although they work closely with a member of the university executive assigned by the president to liaison with each chair. The Board chair is responsible for determining the agenda for Board meetings, with the president acting as their primary liaison.
This is more significant than it might seem and showcases a significant change in policy. Previously, it was not clear who was responsible for determining the agenda and thereby what was placed in an open or closed session. This clarification allows for increased transparency and accountability for that decision.
Section six of the proposed policy, concerning closed sessions of the Board of Governors, opens with the same two sentences that the current policy opens with — aside from adding a statement of commitment to alumni as well as students, faculty and staff.
It then goes on to note the responsibility of committee and Board chairs to act in the best interests of the university, consider whether harm resulting from open discussion outweighs adhering to the principle that meetings be conducted open to public.
A chair's reasons for making a meeting closed will be documented by the secretary of the Board and the decisions made by the Board during a closed session will be communicated at the next open session. If the Board decides against communicating the decision at the next open session, the reason will be documented by the Board secretary.
Committee chairs and Board chairs have the ability to move a topic from open into closed discussion at their discretion. Reasoning for such a decision will also be documented by the Board secretary.
Documented reasons must be considered valid under the policy (section 6.1 details common reasons — including legal and privacy exceptions). The Governance Committee will complete annual audits of documented reasons to ensure the policy is being followed in a reasonable manner and one “that would not bring the University into disrepute.”
The proposed policy would require the Governance Committee's written report on completion of its audit to be published on the Board's accessible website, after it has been received and considered by the Board.
This role for the Governance Review would be new under the proposed policy.
“Members of the University community, including, students, faculty, staff, alumni, residents, members of the general public and accredited members of the news media are welcome to attend open sessions of Meetings of the Board and of Standing Committees.”
A huge addition to this proposed policy is the detail it provides for how and why decisions are made by the Board of Governors. This section provides a breakdown of what is on the agenda in each Board meeting and exactly what committee chairs and the Board chairs decide.
First off, this new section clarifies how Board members will receive notice for both normal and “special circumstance” meetings. It notes, among other things, how long due notice is considered and when materials will be provided.
It also clarifies the process that the general public can expect to be followed.
Public notice for Board and committee meetings
Public notice of meetings of the Board, and of the standing committees for which there will be an open session, will be published on the Board's public website within one business day after it is communicated to Board members.
Public notice must include date, time and location as well as the agenda.
However, “failure to meet this public notice requirement shall not invalidate the proceedings of the Meeting or any part thereof.”
Publication of docket materials
Docket materials that are considered in the open session would be published on the Board's publicly accessible website or another method determined appropriate by the Board secretary within one business day after they are provided to the Board.
Attendance at open sessions of meetings
The number of people able to attend the meetings is limited by seating — which is available on a first come, first-accomodated basis.
Observers are not permitted to participate in discussion or sit at the table unless otherwise permitted but the Board chair or standing committee chair.
Neither of the above points are noted in the current policy.
Minutes for open and closed session
The proposed policy requires minutes to set out the date, time and location of the meeting, who is in attendance and entitled to vote, and what decisions are made. Opinions are considered person information and are not recorded. It also notes that minutes of open session of the board will be approved at the Board's next meeting or by electronic means as soon after as practical. After they are approved, minutes shall be published on the Board's public website or other methods deemed appropriate by the secretary.
The current policy does not show any requirements for minutes from open sessions. It does, however, note that minutes from the closed sessions of the Board are approved at the next closed session, and the minutes are only distributed to authorized individuals and are confidential “unless resolved otherwise.”
The proposed policy would add to that that minutes may be approved by electronic means and that meeting minutes containing person information should be retrieved once dealt with in order to be securely disposed of by the board secretary.
The proposed policy provides further guidance on the procedures followed by the Board of Governors and allows insight into timelines and rules that would be followed. Some of the more significant changes it proposes include strict assignment of responsibility for determining the agenda, set requirements for minutes and requiring the Governance Committee to audit reasoning for closed sessions and present an open report.