Good Governance and Canadian universities: Fiduciary duties of university governing boards and their implications for shared collegial governance.

Abstract

Using a legal framework, doctrinal analysis, critical legal analysis, and fundamental legal research and drawing upon legislation, case law, judicial, and scholarly commentary, this article defines the fiduciary duties of Canadian university governing boards given the unique features of the university as a legal entity. Thelegal  analysis considers the Canadian university as a corporation, distinguishing itfrom other types of corporations, identifying the charitable, not-for-profit, public/private dimensions of universities in Canada, and significantly, considering the judicially recognized “community of scholars” and collegial features of universities. The article argues that all of these features shape the fiduciary duties of governing boards and have implications for shared collegial governance in Canadian universities.