3. (1) A board of governors of a college shall be composed of, (a) an even number of members, but not less than twelve and not more than twenty, appointed by the Council of Regents, none of whom shall be a full-time employee or a spouse or same-sex partner of a full-time employee of a college of applied arts and technology; (b) the president of the college, by virtue of office; and (c) if the relevant staff or student group exercises an option for membership on the board, one student, one academic staff member, one administrative staff member and one support staff member, each of whom shall be appointed by the Council of Regents. R.R.O. 1990, Reg. 770, s. 3 (1); O. Reg. 84/00, s. 2; O. Reg. 27/02, s. 1. (2) In determining the appointment of the members under clause (1) (a), the Council of Regents shall give consideration to nominees submitted by the board of governors and from other sources. R.R.O. 1990, Reg. 770, s. 3 (2). (2.1) In appointing members to a board of governors under clause (1) (a), the Council of Regents shall recognize the importance of ensuring gender balance and the equitable representation of persons with disabilities and persons from the ethnic, racial and linguistic communities served by the college. O. Reg. 682/93, s. 1. (2.2) The Council of Regents shall report to the Minister annually on the composition of each board of governors and, in particular, on the steps taken to comply with subsection (2.1). O. Reg. 682/93, s. 1. (3) The Council of Regents shall appoint as members under clause (1) (c) only those persons duly elected in accordance with procedures and conditions established by the board of governors in consultation with the college students and staff and approved by the Council of Regents. R.R.O. 1990, Reg. 770, s. 3 (3). (4) A member of a board of governors appointed under clause (1) (a) shall be appointed to hold office for a term not to exceed three years and subject to subsection (5), may be reappointed for successive terms not to exceed three years each. R.R.O. 1990, Reg. 770, s. 3 (4). (5) A member of a board of governors appointed under clause (1) (a) shall not serve for more than six years consecutively but on the expiration of two years after having served on the board of governors for six consecutive years a person shall again be eligible for appointment to the board of governors. R.R.O. 1990, Reg. 770, s. 3 (5). (6) The limit of six consecutive years referred to in subsection (5) does not include, (a) service on the board of governors for the balance of an unexpired term for a person who becomes a member of the board of governors under subsection (9); or (b) service on the board of governors as a member by virtue of office. R.R.O. 1990, Reg. 770, s. 3 (6). (6.1) In addition to the members referred to in clauses (1) (a) and (b), the Conseil d’administration du Collège d’arts appliqués et de technologie du Centre/Sud-Ouest and the Conseil d’administration du Collège d’arts appliqués et de technologie du Nord shall each include four persons appointed by the Council of Regents to represent, respectively, the interests of students, academic staff members, administrative staff members and support staff members. O. Reg. 683/93, s. 1. (7) A quorum for a board of governors is eleven members. R.R.O. 1990, Reg. 770, s. 3 (7). (8) A quorum for a standing committee of a board of governors is a majority of the committee members. R.R.O. 1990, Reg. 770, s. 3 (8). (9) The Council of Regents may appoint a person to fill a vacancy that occurs for any reason among the members of a board of governors appointed under clause (1) (a) for the remainder of the term of the member. R.R.O. 1990, Reg. 770, s. 3 (9). (10) The first members of a board of governors shall take office upon their appointment and thereafter members of a board of governors shall take office on the 1st day of September in the year of their appointment. R.R.O. 1990, Reg. 770, s. 3 (10). (11) Despite subsection (10), if the term of office of a member of a board of governors expires on the 31st day of December in 1990 or 1991, the person who is appointed to succeed the member shall take office on the 1st day of January in 1991 or 1992, as the case requires. R.R.O. 1990, Reg. 770, s. 3 (11). (12) Despite subsection (5), if the Council of Regents fails to appoint a successor for a member before the member’s term of office expires, the member shall remain in office until his or her successor is appointed under subsection (13). R.R.O. 1990, Reg. 770, s. 3 (12). (13) The Council of Regents shall appoint a successor for a member whose term of office is extended under subsection (12) and, despite subsections (10) and (11), determine the date upon which the appointment is to take effect, at its next regular meeting after the date on which the member’s term of office would have otherwise expired, except if the Minister requires that a special meeting be held for the purpose. R.R.O. 1990, Reg. 770, s. 3 (13). (14) Where within any twelve-month period a member of a board of governors, other than the member by virtue of office, not having been granted leave of absence by the board of governors, attends less than 50 per cent of the regular meetings of the board of governors or is absent for four consecutive meetings of the board of governors, the board of governors may by simple resolution declare his or her membership vacant. R.R.O. 1990, Reg. 770, s. 3 (14). (15) A board of governors shall not, (a) acquire by purchase, lease, deed, contract, grant or devise; or (b) sell, grant, convey, mortgage, pledge, lease or otherwise dispose of, any real property or any part thereof, or any interest therein, without the written approval of the Minister. R.R.O. 1990, Reg. 770, s. 3 (15). (16) Section 276 of the Corporations Act does not apply to a board of governors that holds land or an interest therein. R.R.O. 1990, Reg. 770, s. 3 (16). (17) A board of governors shall not, (a) approve a proposed annual budget prepared in respect of a fiscal year of a college that would provide for an accumulated deficit at the end of such fiscal year; or (b) make any expenditures that are not within the financial limits set by the annual budget, without the written approval of the Minister. R.R.O. 1990, Reg. 770, s. 3 (17). (18) The board of governors shall elect annually a chair and a vice-chair from among its members appointed under clause (1) (a) and both shall be eligible for re-election. R.R.O. 1990, Reg. 770, s. 3 (18). (19) In the case of the absence or illness of the chair and the vice-chair or there being vacancies in those offices the board of governors may appoint one of its members appointed under clause (1) (a) to act as chair for the time being and the member so appointed shall act and have all the powers of the chair. R.R.O. 1990, Reg. 770, s. 3 (19). (20) The board of governors shall appoint a secretary and a treasurer or in lieu of a secretary and treasurer a secretary-treasurer and such other officers as the board of governors may determine from time to time by resolution. R.R.O. 1990, Reg. 770, s. 3 (20). (21) A board of governors shall appoint one or more auditors licensed under the Public Accountancy Act to audit the accounts and transactions of the college at least once a year and not later than the 30th day of June in each year submit to the Minister a copy of such audited financial statements for the preceding fiscal year. R.R.O. 1990, Reg. 770, s. 3 (21). (22) Each board of governors shall keep records and minutes of its proceedings that accurately reflect the proceedings of the board. R.R.O. 1990, Reg. 770, s. 3 (22). (23) In addition to the records and minutes of its proceedings, each board shall submit to the Minister such minutes and records with respect to the business of the board as may be requested by the Minister. R.R.O. 1990, Reg. 770, s. 3 (23). (24) At least once every three years, each board of governors shall cause an operational review of the college to be conducted in a manner that is in the opinion of the Minister comprehensive, thorough and objective. R.R.O. 1990, Reg. 770, s. 3 (24). (25) A copy of every report, study or document received by a board of governors that relates to the operational review conducted by the board under subsection (24) shall where requested by the Minister be forwarded to the Minister. R.R.O. 1990, Reg. 770, s. 3 (25). (26) The by-laws of a board of governors shall be open to examination by the public during the normal office hours of the college. R.R.O. 1990, Reg. 770, s. 3 (26). (27) Subject to subsections (28) and (29), all meetings of a board of governors shall be open to the public and prior notice of the meeting shall be given to the members of the board of governors and to the public in such manner as the board of governors by by-law shall determine, and no person shall be excluded from a meeting except for improper conduct as determined by the board of governors. R.R.O. 1990, Reg. 770, s. 3 (27). (28) Where a matter determined by a board of governors to be confidential to the college is to be considered, the part of the meeting concerning such confidential matter may be closed to the public. R.R.O. 1990, Reg. 770, s. 3 (28). (29) Where a matter of a personal nature concerning an individual may be considered at a meeting, the part of the meeting concerning such individual shall be closed to the public unless such individual requests and the board of governors agrees that that part of the meeting be open to the public. R.R.O. 1990, Reg. 770, s. 3 (29). (30) Where a person appointed to the board under clause (1) (c) ceases to be a student, academic staff member, administrative staff member or support staff member, as the case may be, the person ceases to be a member of the board. R.R.O. 1990, Reg. 770, s. 3 (30). (31) Despite subsection (30), a student appointed under clause (1) (c) who graduates prior to the expiration of the student’s term may remain a member of the board until the expiration of such term. R.R.O. 1990, Reg. 770, s. 3 (31).