BOARD OF DIRECTORS MINUTES

(1)

1 BOARD OF DIRECTORS

MINUTES

#359

The Three Hundred and Fifty-ninth Regular Meeting of the Board of Directors of Vanier College held on Monday, January 26^th, 2021 at 6:30 p.m. via Zoom.

BOARD MEMBERS

Present: Representation Category:

Jean-François Parent Chair, Economic Sector Member Martin Guitart Economic Sector Member Eric Lagacé Socio-Economic Sector Member Lydia Cappelli Socio-Economic Sector Member Sylvain Francœur Labour Market Sector Member

Anne Whitelaw University-level Teaching Institution Member John McMahon Director General Member

Annie-Claude Banville Academic Dean Member

MarK Cohen Faculty Member

Mark Longpré Faculty member Dr Lerona Lewis Parent Member

Angela Vavassis Non-Teaching Professional Member Evelynne Barten Support Staff Member

Sabrina Semaoune Student (technical studies) Member Isabella Giosi Student (pre-University studies) Member

Absent: Category:

Abi Koné School Board Member

Johanne Dion Parent Member

VACANT Alumni (pre-University studies) Member Corporate Secretaries:

Monica Bhattacharya Director of Communications and Corporate Affairs Sonya Santolin Administration Officer

PERMANENT INVITEES

Present: Title:

Elana Cooperberg Dean of Academic Development & Research Haritos Kavallos Dean of Science & Technology

Sylvie Tardif Dean of Academic Systems

Alena Perout Dean of Arts, Business and Social Sciences Miles DeNora Vice Chair, Academic Council

Geneviève Masson Director of Financial Services

Fida Khouri Director of Facilities, Physical Plant & Facilities Patrick Rioux Director of Information Technology

Andrew Mackay Director of Human Resources Services Christina Cichon Director of Student Services

Anne-Marie Lemay Director of Continuing Education Janelle Villanueva Director General’s Office

Absent : Title:

(2)

2 Isabelle Delisle Dean, General Education

Presentors/ Guests: Title:

Loïc Boyer Purchasing Coordinator

Rowena Selby Continuing Education, Language School

CALL TO ORDER

Quorum being present, the Chairman called the meeting to order at 6:31 p.m.

359-1 APPROVAL OF AGENDA

The Chairman presented the Agenda for the meeting and highlighted that a few new items will be added, namely:

1. Item 359-6.3 COVID-19 Emergency Measures; and

2. Item 359-10.3 Director General’s Mandate Renewal: Challenges and Issues.

It was moved by John McMahon and seconded by Longpré that the agenda be approved as amended.

No abstentions or against(s) were recorded; motion carried.

359-2 CHAIRPERSON’S OPENING REMARKS

The Board Chair, Jean-François Parent, thanked the Board members and all participants who attended the November 30^th, 2020 Board meeting, in particular noting its length.

The Board Chair welcomed two new Board members, Angela Vavassis and Haig Basmajian who were given an opportunity to present themselves. The Board Chair also invited Dr Lerona Lewis to present herself to the Board.

Martin Guitart was welcomed back to the Board.

359-3 APPROVAL OF MINUTES Document(s) presented:

 Draft BOD Minutes - 2020-Nov-30.pdf

The minutes of the regular meeting of the Board held on November 30^th, 2020 were presented to the Board for approval.

(3)

3 The following corrections were requested:

(i) In item 7.3, St. Laurent should be referred to as a Borough; and

(ii) In item 7.13 B) the heading should read Director General’s 2020-2021 Work Plan.

 Martin Guitart queried how voting worked in the context of Zoom meetings. The Board Chairman clarified that members of the Board are asked if they wish to abstain or object, which are recorded, and tabulated to confirm whether the motion carries.

It was moved by Lydia Cappelli and seconded by Isabella Giosi that the minutes be approved in their amended form.

359-4 NEW BUSINESS ARISING None.

359-5 REPORTS

5.1 Director General’s Report Document(s) presented:

 Board Report January 26 2021 (the “DG Report”)

John McMahon, Director General, referred the Board members to the DG Report and highlighted the following:

 COVID-19 update

 DEVIS 6000 (New Building) Project update. John indicated that Board could expect a presentation forthcoming

 Strategic Plan update. John indicated that the new Plan was on target for presentation to the Board at the June 2021 meeting and that a more detailed

summary of the 2020-2021 Plan status would be provided at the next Board meeting

 Director General’s external representations, and

 Status and potential impact of expansion of Bill 101 to Anglo Colleges, Vanier’s DEVIS 6000 project and the College’s student population growth projections and strategy

In response to queries from members of the Board, the following clarifications were provided:

(4)

4

 The Federation des Cegeps, representing 48 Colleges, has already opposed the expansion of Bill 101. He added that English Cegeps were discussing the need for a unified approach which might involve a Board resolution to oppose the expansion.

 The College was approached by the QC government to become a COVID

vaccination center for the Borough, and is negotiating a contract expected to begin in June 2021 to use two College gymnasiums.

 With respect to the Animal Health program’s facility needs, the DEVIS 6000 project entails a 5-7 year timeframe but the College is looking at mitigation solutions where feasible.

 Student Services has undertaken several actions to address student’s mental health needs including providing on-line services, a survey in progress, release of the free 24/7 Empower Me app, student health insurance in progress to launch in fall 2021, ongoing engagement activities, calls to students wishing human contact, and recruiting an additional mental health resource.

Mark Cohen thanked management for applying the government COVID envelope to address Faculty’s request to reduce class sizes, which has had positive feedback.

5.2 Academic Dean’s Report Document(s) presented:

 Academic Dean's Report 2021-01-26 (the “AD Report”)

Annie-Claude Banville, Academic Dean, referred the members of the Board to the AD Report and highlighted the following:

 Academic Continuity Plan update

 IPESA communications implementation plan status

 IPESA annexes:

o Implementation modifications in the context of the pandemic o Webcam use

 Status of CEEC outstanding recommendations namely, 4 have been addressed through IPESA, and the remaining 6 are captured by a strategic action plan

 By-law #8 waiver as per recommendation of Academic Council, as discussed further under item 359-6.5

 Academic Dean’s external representations 5.3 Academic Council update

Document(s) presented:

 Academic Council Report to the Board of Directors January 26 2021 (the “AC Report)

(5)

5 Miles DeNora, Vice-Chair Academic Council, referred the members of the Board to the AC Report and highlighted the creation of a sub-Committee for the DG renewal mandate.

359-6 ACADEMIC-RELATED ISSUES 6.1 Academic Calendar

 AcademicCalendar21-22 (002)-2021-01-20 (the “Calendar”)

 Request for Board Approval 2021-2022 Academic Calendar

Sylvie Tardiff, Dean of Academic Systems, presented the Calendar to the Board. In particular the following was highlighted:

 A new study week was introduced in October 2020 to address students’ needs due to the pandemic, which has been incorporated into the Calendar. Students would thus have a one-week break in October 2021 and March 2022

 The Winter semester is set to begin January 17^th 2022, which is one week earlier than other colleague colleges

 Final exams for fall semester 2020 saw a global student success rate of 90.47%, similar to past years. However there was an increase in cheating and plagiarism cases which are being addressed through disciplinary measures as well as a new policy expected in fall 2021 and the creation of a new dedicated Committee

 Footnotes in the Calendar continue to refer to PASS, although it is not clear under the pandemic situation whether this will apply

 For greater clarity and consistency, both the October and March week should bear the same terminology : break (not study) week. Sylvie agreed to adjust the Calendar accordingly

 Universal Break (UB) has been carefully considered across all programs to identify any exceptions, such as programs with stages

It was moved by Annie-Claude and seconded by Sabrina Semaoune that, based on the recommendation of Academic Council at the January 15, 2021 meeting, the Board of Directors approve the proposed 2021-2022 Academic Calendar in its amended form.

6.2 Graduates

(6)

6 Document(s) presented:

 Request for Board Approval-Graduates

Sylvie Tardif presented the Motion to request the Board’s approval to forward to the Ministry of Education the names of 481 students who are eligible for a D.C.S. (Diploma of College Studies) based on the recommendation of the Academic Dean and certified as having successfully completed the appropriate requirements for receiving a diploma.

It was moved by Lydia Cappelli and seconded by Eric Lagacé that the Board of Directors of Vanier College approve the forwarding to the Ministry of Education the names of 481 students who are eligible for a Diploma of College Studies based on the recommendation of the Academic Dean and certified as having successfully completed the appropriate requirements for receiving a diploma.

6.3 Academic Administration Member on Academic Council Document(s) presented:

 Request for Board Approval - AC Membership Replacement

Annie-Claude explained to the Board that this item, normally presented to the Board at the end of the academic year, was being presented due to the resignation of Isabelle Delisle, the Dean of General Education, with effect 1 March 2021. Isabelle was a program representative on the Academic Council, thus her departure necessitates a replacement for the remainder of the 2020-2021 academic year.

It was moved by John McMahon and seconded by Mark Longpré that the Board of Directors appoint Elana Cooperberg, Dean of Academic Development and Research as designated by the Academic Dean to replace Isabelle Delisle, Dean, Faculty of General Education, to serve on Academic Council as of March 1, 2021 and for the remainder of the 2020-2021 academic year as per article 2.01 of By-Law No. 3.

6.4 Memorandum of Understanding with Bishop’s University Document(s) presented:

 Presentation Memorandum of Understanding Vanier College - Bishop's (the

“Presentation”)

 Memorandum of Understanding Vanier College - Bishop's University – FINAL signedMT

 Request for Board Approval Request for Board Approval - MOU Bishop's

(7)

7 Preparatory Year

Rowena Selby, Continuing Education, Language School, referred the Board to the Presentation and highlighted the following:

 The preparatory year proposal fills a recognized need to assist international students prepare for University by addressing cultural, language and other challenges

 Students enrolled in the preparatory year program would receive conditional acceptance from Bishop’s University subject to successful completion of the program

 Roll-out in January 2022 to prepare students for admission at Bishop’s University in fall 2022

 Classes would be delivered through the College’s Language School given the extensive experience with ESL. Classes would not be credited

 The preparatory year program has been presented to and received the recommendation of the Academic Council

 This is the first such program at the College; however, bridge year programs are common

 There is expansion potential with other Universities

 30% of international students would be from outside China, the traditional source of international students at Bishop’s, to ensure their concerns for broader diversity in student population. Initially students would not be limited to specific programs, however going forward Bishop’s indicated a preference to focus on filling arts, education, science and computer science programs

It was moved by John McMahon and seconded by Lydia Cappelli that, based on the recommendation of Academic Council at the January 15, 2021 meeting, the Board of Directors approve the signing of The Preparatory Year Memorandum of Understanding between Bishop's University and Vanier College.

6.5 COVID-19 Emergency Measures Document(s) presented:

 Proposed Resolution VANIER BOD

John McMahon, presented this item to the Board, further to discussions in agenda item 359-6.3 supra, and highlighted the following:

(8)

8

 The proposed resolution models the resolution presented to the Board last year at its April 14th, 2020 meeting to provide special authority to the Director General and the Academic Dean in the context of the health crisis associated with the spread of the COVID-19 coronavirus

 Decisions of the Academic Dean would be taken in consultation with the Academic Steering Committee concerning setting academic orientations and student success

 Decisions of the Director General would be taken in consultation with the

Management Executive Committee concerning setting operational orientations that adapt the provisions of College by-laws, policies and procedures

 The special authority would be restricted to

 The resolution would be restricted to only during the period whereby the college has not yet resumed normal operations

Several queries and concerns were raised by the members of the Board. In particular:

 Martin Guitart expressed concerns regarding the breadth of power granted by the resolution to adapt all by-laws and queried whether certain by-laws should be excluded.

 John McMahon clarified that:

o although the resolution technically could apply to all by-laws, it is restricted to actions within the health context and will require all decisions to be reported to the Board at a subsequent meeting,

o the resolution was modelled based on consultations with the Federation des Cegeps and the Ministry of Education,

o the Colleges Act continues to govern all actions,

o the Board holds the power to remove from office in the event of gross abuse of power

 Lerona Lewis queried whether the resolution would be precedent setting.

 John McMahon clarified that the College is not governed by precedents.

It was moved by Eric Lagacé and seconded by Lerona Lewis that:

1. the Academic Dean, in consultation with the Academic Steering Committee, may set academic orientations that adapt the provisions of the Institutional Policy on the Evaluation of Student Achievement and other academic policies and procedures to the context of the health crisis associated with the spread of the COVID-19 coronavirus, while attempting to respect the spirit and intent of the provisions that cannot be strictly followed;

2. the Director General, in consultation with the Management Executive Committee, may set operational orientations that adapt the provisions of College by-laws, policies and procedures to the context of the health crisis associated with the spread of the COVID-19 coronavirus, while attempting to respect the spirit and intent of the provisions that cannot be strictly followed; and

(9)

9 3. that any significant exceptions made by the Academic Dean and/or the Director

General as per above will be made only during the period whereby the college has not yet resumed normal operations and will be presented to the Board of Directors at a subsequent meeting.

No abstentions were recorded. Martin Guitart’s objection was recorded.

Motion carried.

359-7 ADMINISTRATIVE-RELATED ISSUES 7.1 Approval of E-400 Project Contract

 Request for Board Approval - Lemay E-400

Loïc Boyer, Purchasing Coordinator, presented the request for Board approval regarding the E-400 project’s architectural contract. In particular, the following was highlighted:

 The initial architectural contract for the E-400 project awarded to Lemay et Associés was approved by the Board in October 2017

 The project scope has been revised on several occasions since, with corresponding increases to budget having been approved by the Board

 A further recent review of the scope was undertaken, following consultations with stakeholders, and requiring the additional services for an additional amount of

$38,982.50 (plus applicable taxes)

 Construction has stopped due to the changes in scope

 A background of the original construction project was provided and the condition of flooring was described

 The space would continue to be used by IT

 Part of the increase of fees comes from the adjusted price of the project as the construction supervision part of the work is paid on a percentage basis to the firm and will be adjusted following the opening of the construction tender. The increase is reasonable

It was moved by Mark Longpré and seconded by Mark Cohen that the Board of Directors of Vanier approves the increase in value of the Lemay et Associés Inc.

(10)

10 contract from $47,822.15 (plus applicable taxes) to $86,804.70 plus taxes for

professional architect services rendered for the E-400 renovation project.

No abstentions or against(s) were recorded; motion carried.

7.2 Approval of GBi-400 Contract Document(s) presented:

 Request for Board Approval -GBi E-400

Loïc Boyer presented the request for Board approval regarding the E-400 project’s engineering contract. In particular, the following was highlighted:

 The initial engineering contract for the E-400 project awarded to Beaudoin Hurens was approved by the Board in October 2017

 Similar to the architectural contract, the project scope was revised on several occasions since, with corresponding increases to budget having been approved by the Board

 Due to the recent review of project scope, additional services are required for an additional amount of $23,776.60 (plus applicable taxes)

It was moved by Mark Cohen and seconded by Sylvain Francoeur that the Board of Directors of Vanier College approves the increase in value of the GBi Experts-Conseils Inc contract to $66,078.65 plus taxes for professional engineering services rendered for the E-400 renovation project.

7.3 Service Contract Approval Process Document(s) presented:

 Service contract approval process

Loïc Boyer presented the service contract approval process, and highlighted the following:

 Current amendments are in progress to by-law no. 9, which is done every couple of years and the process requires the consultation with the Quebec Treasury Board

 The document presented sets out the current approval process and the new process recommended by the Quebec Treasury Board

 Key changes include:

o Director General will be required to approve all service contracts equal to

(11)

11 and over $5,000

o At the start of each meeting of the Board of Directors, the Director General would report on all service contracts with a value over $25,000 that have been approved

o Executive Committee approval required for service contracts over $50,000 but under or equal to $500,000,

o Board approval continues to be a requirement for service contracts over

$500,000

 The Quebec Treasury Board (not the Ministry of Education) oversees procurement processes

 The changes are not the result of changes to the law but rather are due to the recommendations of the Quebec Treasury Board

 Service contract values may be approved with a buffer of 10% variation to be delegated where the value is under $100,000; otherwise, the variation would require approval of the Board

 The existing approval process causes delays in contract negotiations due to the infrequency of meetings, which has required the call of special meetings more often than usual in 2020. The changes will expedite the approval of contracts between $25,000 - $50,000

 This agenda item is presented as a point of information only, and no motion is presented.

7.4 Board Director Vacancy : Jerry Lombardi Document(s) presented:

 none

The Board Chairman informed the Board members that Jerry Lombardi, representing the pre-University alumni category recently resigned from the Board and a replacement search is underway.

7.5 Director General’s Mandate Renewal

John McMahon suggested that this item be presented after agenda item 8.1 Varia since it would require him to leave the meeting (and would be followed by the in

camera items which required him to exit). He offered to remain available in the event of any questions.

359-8 VARIA

(12)

12 8.1 Holiday food drive for Sun youth

No document(s) were presented.

Eric Lagacé commented that the recent food drive initiative could have been organized to address food security in the Borough through local charitable distribution, and offered to facilitate introductions between students and local organizations.

359-7 ADMINISTRATIVE-RELATED ISSUES continued 7.5 Director General’s Mandate Renewal

 DG mandate renewal process (with proposed timelines)

The Board Chairman highlighted the following procedural requirements in accordance with by-law no. 2 which sets out the process for the DG Mandate Renewal:

(1) Board approval required to create a Mandate Renewal Committee

 the following Board members are proposed to be appointed to the Mandate Renewal Committee:

o Board Chairman (mandatory) o Board Vice-Chairman (mandatory)

o Vice-Chair of Academic Council (mandatory)

o Two external Board representatives – Eric Lagacé and Sylvain Francoeur, who have accepted

o Three internal Board representatives – Evelynne Barten, Mark Longpré and Sabrina Semaoune, who have accepted

It was moved by Isabella Giosi and seconded by Lydia Cappelli that the Board of Directors of Vanier College approves the creation of the Mandate Renewal Committee and the appointment of the referenced Board members to the Mandate Renewal Committee.

(2) Board approval required to adopt proposed timetable

 The Chairman reviewed the presented document with proposed timelines and indicated that a consultant will be retained to assist the Committee with step 7 (stakeholder consultations)

 Annie-Claude Banville proposed that with respect to step 4, the Academic Council

(13)

13 o meet on February 19^th, 2021 to determine its process,

o invite the Director General to meet on March 12^th, 2021, o make its recommendation on April 16^th, 2021

none of which would impact the proposed 3 month timeline required by law

 She also proposed that the Academic Council could undertake the internal stakeholder consultations, to which the Chairman agreed (on John McMahon’s behalf)

 Miles De Nora added that on the prior occasion, the Academic Council conducted a survey of the community and that this would be included in the Council’s Report to the Mandate Renewal Committee

It was moved by Haig Basmajian and seconded by Sabrina Semaoune that the Board of Directors of Vanier College adopts the proposed DG mandate renewal process (with proposed timelines.

359-9 ADJOURNMENT

All non-Board participants were required to exit the virtual meeting at 10:17 pm, which then moved in-camera to discuss the evaluations of the Director General and Academic Dean.

[All non-Board members, as well as the Director General and Academic Dean, left the meeting, which continued in camera]

359-10 IN CAMERA

10.1 Evaluation Committee Report - Director General’s Evaluation 10.2 Evaluation Committee Report - Academic Dean’s Evaluation 10.3 Director General’s Mandate Renewal: Challenges and Issues