SFU

MEMORANDUM

OFFICE OF THE VICE-PRESIDENT, ACADEMIC AND PROVOST

University Drive, Burnaby, BC

Canada V5A 1S6

TEL: 778.782.3925

FAX: 778.782.5876

S.12-105

vpacad@sfu.ca

www.sfa.ca/vpacademlc

attention

Senate

date

June 19,2012

from

Jon Driver, Vice-President, Academic and

pages

1/ 1

Provost, and Chair, SCUP

RE:

Faculty of Health Sciences: Terms of Reference for the Proposed Chair in HIV/AI

Paul's Hospital (SCUP 12-19)

At its June 6, 2012 meeting SCUP reviewed and approved the Terms of Reference for the proposed Chair

HIV/AIDS at St. Paul's Hospital.

Motion:

That Senate approve and recommend to the Board of Governors the Terms of Reference for the proposed

Chair in HIV/AIDS at St. Paul's Hospital.

end.

c: J. O'Neil

SIMON FRASER UNIVERSITY

engaging the world

DATE:

TO:

FROM:

RE:

SFU

SCUP 12-19

SIMON FRASER UNIVERSITY

ENGAGING THE WORLD

FACULTY OF HEALTH SCIENCES

PHONE (778) 782-4821

FAX (778) 782-5927

MEMORANDUM

May 25, 2012

Senate Committeeon UniversityPriorities (SCUP)

John O'Neil

Dean,FHS

Chair in HTV/AIDS at St Paul's Hospital

Attached please find draft Terms

of Reference for the proposed Chair in HIV/AIDS at St.

Paul's Hospital. This is a re-submission to SCUP from a proposal submitted on December

7, 2011. The delay was necessary in order to provide the opportunity to St. Paul'sHospital

Foundation (SPHF) to continue to secure donors who may wish to have their donation

reflected in the naming of the Chair. One such donor is the Canadian Foundation for AIDS

Research (CANFAR). However, SPHF is working with a second donor to support their

pledge to

SFU, and this second donor may wish to be included in the naming of the Chair.

We have decided to proceed with the approval of the TORs because the SPHF funding

commitment is in place and we have a potential outstanding candidate for the Chair who we

may lose

if we do not proceed. We will submit a later proposal to SCUP for the naming of

the Chair once final arrangements are in place. This Chair represents an important and

growing partnership between the Faculty

of Health Sciences and St. Paul's Hospital where

we have already established the 'Tfizer/Heartand Stroke Foundation Chair in

Cardiovascular Prevention Research at St. Paul'sHospital" (approved

TORs for this Chair

are also attached for reference). We also have strong linkages with the BC Centre of

Excellence in HIV/AIDS, where this Chair will be based, and this Chair will help solidify

SFU'sreputation as one of the foremost institutions in the world contributing to finding a

solution to the global HIV/AIDS pandemic.

BLUSSON HALL, ROOM 11300

8888 UNIVERSITY DRIVE

SIMON FRASER UNIVERSITY, BURNABY BC

CANADA, V5A 1S6

SFU

Endowment Fund

Supporting the

Chair in HIV/AIDS Research at St. Paul's Hospital

Appendix A: Terms of Reference

Overview

The

Endowment Fund supporting the Chair in HIV/AIDS Research at St. Paul's Hospital (The

Fund) was established at Simon Fraser University in 2008 by founding partners St. Paul's Hospital

Foundation (SPHF), Providence Health Care, the British Columbia Centre for Excellence in

HIV/AIDS, and the Providence Health Care Research Institute, and the Faculty of Health Sciences

at Simon Fraser University (SFU).

The Chair in HIV/AIDS Research at St. Paul's Hospital (the Chair) will enhance the quality and

quantity

of research conducted in HIV/AIDS prevention and health policy in B.C. and beyond and

will establish SFU and St. Paul's Hospital as leaders in research and knowledge transfer in relation to

HIV/AIDS.

The Chair is funded by an endowment fund created with a $1,500,000 pledged gift from SPHF and

a $1,500,000 matching grant from SFU.

Purpose of the Endowment

The Fund at Simon Fraser University will support the Chair. The Chair will build upon BC's

unique health research and training resources to support the development of one of the world's

leading centres in HIV/AIDS research, treatment, prevention and education. Specific objectives of

the Endowment include:

• To recruit a world-class researcher committed to advancing HIV/ AIDS prevention and health

policy across the BC research community; and

•

To enhance the existing resources and research programs at SFU and St. Paul's Hospital.

Research will be focused on the breadth of HIV/ AIDS prevention and include such activity areas

as:

• Research into critical health policy and interventions related to HIV/ AIDS prevention and

control particularly at the population level;

•

HIV/ AIDS disease epidemiology and database development particularly as it pertains to

increasing research infrastructure and capacity in BC and beyond; and

•

Research on the global aspects

of HIV/ AIDS particularly targeting low and middle income

countries, e.g. low cost technologies for low income settings.

SIMON FRASER UNIVI. KS1IY

THINKING OF THE WORLD

SFU

Endowment Fund

Supporting the

Chair in HIV/AIDS Research at St. Paul's Hospital

Appendix A: Terms of Reference

Fund Administration

The Fund will be held by SFU and managed in accordance with SFU's Endowment Management

Policy (GP 20). The administrator of the Fund will be the Vice-President, Academic, or his or her

designate. Donations to the Fund may be made through Simon Fraser University, provided the

terms and conditions of any donation are in keeping with the original spirit and general intent of

the Fund.

The capital of the Fund ($3,000,000) will be held in perpetuity. A portion of annual expendable

earned income will be used each year to support the Chair-holder's salary, benefits and research

activities. Any unused portion of the expendable earned income of the Fund will be made available

to support

the research program of the Chair, or may be added to the Fund, at the discretion of the

Dean

of the Faculty of Health Sciences in consultation with the Vice-President, Academic.

In the event that circumstances make the specified use of the Fund no longer practicable or

desirable, the Board of Governors of SFU is hereby authorized to make any changes it may deem

necessary in the terms

of use of the Fund, or the Chair. Such changes, however, are to be in

keeping as far as possible with the original spirit and general intent

of the Fund; in such an event,

SFU hereby agrees to so advise and consult with SPHF in writing prior to any changes being made.

Advisory Committee for the Chair

The Advisor)' Committee for the Chair will consist of five members : the Dean (or designate) of

the Faculty of Health Sciences, two other representatives from SFU, the Director of the Centre for

Excellence in HIV/AIDS at St. Paul's Hospital, and the Vice-President of Research and Academic

Affairs at Providence Health Care. Other representatives, as mutually agreed to by SFU and St.

Paul's Hospital, may be added to the Committee provided that the majority

of the Committee

membership is from SFU. In the case the Chair-holder is an MD and requires an adjunct

appointment in the Faculty of Medicine at UBC in order to practice in Canada, a UBC designate

from the Faculty

of Medicine will be included on the Advisory Committee.

The Advisory Committee shall be chaired by the Dean (or designate) of the Faculty of Health

Sciences at SFU. The members will be appointed for a five-year renewable term by the Vice-

President, Academic at SFU on the advice of the Dean of Health Sciences at SFU and the Director

of the B.C. Centre for Excellence in HIV/AIDS at St. Paul's Hospital. The Committee shall meet

at least once a year to review progress

of the Chair and be advised by the Chair-holder on future

research directions. The Committee shall also be consulted at the time of appointment or renewal

SIMON FRASEH UNIVERSITY

THINKING OF THE WORLD

SFU

Endowment Fund

Supporting the

Chair in HIV/AIDS Research at St. Paul's Hospital

Appendix A: Terms of Reference

of the Chair holder. None of the members of the Advisory Committee shall be paid any amount of

money from the Fund for their functions on the Committee.

SIMON FRASER UNIVERSITY

THINKING OF THE WORLD

SFU

Endowment Fund

Supporting the

Chair in HIV/AIDS Research at St. Paul's Hospital

Appendix A: Terms of Reference

Appointment of the Chair in HIV/AIDS Research

SFU will appoint the Chair-holder in accordance with university policy A 10.01 and A10.06:

Appointment of Specially Funded University Chairs. University Professors and Research Fellows.

The Chair-holder will hold a tenure track academic appointment at the rank of Associate Professor

or Professor in the Faculty of Health Sciences at SFU. In exceptional circumstances, the Chair-

holder may be initially appointed as an Assistant Professor (tenure-track). The Chair-holder will be

based at the B.C. Centre for Excellence in HIV/AIDS, at St Paul's Hospital.

The term of appointment for the Chair-holder will be a five-year renewable term. Renewal of the

appointment will be concluded in accordance with University policy A10.06. The research focus

of any replacement Chair holder must be consistent with the original proposal.

The workload of the Chair will be modified so that 75% of the Chair holder's time will be spent on

research. Teaching responsibilities will include one course per year and supervision of graduate and

undergraduate students as appropriate.

All other terms and conditions of the Chair-holder's

employment will be consistent with University policy

as established or amended from time to time.

Reporting

The Chair-holder will provide the following reports to SFU with respect to the Chair and SFU will

then forward these written reports to SPHF:

a) A brief annual report of research activities, achievements, and general research plans. This

annual report will also include financial reporting on the endowment in reasonable detail;

and

b) During every 5th year, a detailed report on the activities and achievements over the

preceding five years. This report will also include the impact of the research program and

benefits derived, research plans for the next five years and financial reporting on the Fund in

reasonable detail.

The Advisory Committee will review all reports at the five-year review and will provide

recommendations to the Dean of the Faculty of Health Sciences regarding whether or not the

performance

of the Chair-holder is satisfactory.

SIMON FRASER UNIVERSITY

THINKING OF THE WORLD

SFU

Endowment Fund

Supporting the

Chair in HIV/AIDS Research at St. Paul's Hospital

Appendix A: Terms of Reference

Accepted by:

Ms. Ivone Martins

Date

Vice President, Development,

St Paul's Hospital Foundation

Mr. Christopher Fisher

Date

Chief Financial Officer & Vice President, Operations.

St Paul's Hospital

Foundation

Dr. Yvonne Lefebvre

Date

Vice President, Research &' Academic Affairs

Providence Health Care

Dr. Jon Driver

Date

Vice-President, Academic

Simon Fraser University

Ms. Cathy Daminato

Date

Vice-President, Advancement & Alumni Engagement

Simon Fraser University

Dr.JohnO'Neil

Date

Dean, Faculty

of Health Sciences

Simon Fraser University

SIMON FRASER UNIVERSITY

THINKING OF THE WORLD

SFU

Chair in HIV/AIDS Research at St. Paul's Hospital

Gift Agreement

WHEREAS:

St. Paul's Hospital Foundation (the "DONOR") wishes to support the Faculty of

Health Sciences at SIMON FRASER UNIVERSITY ("SFU").

B. The DONOR has voluntarily decided to pledge a gift of $1,500,000 (the "GIFT")

to be paid in installments to establish the Chair in HIV/AIDS Research at St. Paul's

Hospital (the

"PROJECT"). Completion of this pledge is estimated to be in

calendar year 2013.

C. In March 2011 the DONOR pledged to SFU an additional $40,000 per annum, to

be paid in 2012 and 2013, which will be allocated toward the payment

PROJECT related operational costs.

D. In October 2011 the DONOR paid to SFU the firstinstallment toward the GIFT

in the amount of 500,000.

E. In October 2011 CANFAR(Canadian Foundation for AIDS Research) pledged

$400,000 to

the DONOR towards the PROJECT, which will be paid by

CANFAR to the Donor in five installments of$80,000, from December 31, 2011

to December 31, 2015. In recognition of this contribution CANFAR will be

included in the official naming of the Chair.

SFU has contributed $1,500,000 to the endowment as matching funds towards the

PROJECT.

G. SFU has been advised of the DONOR'S intent and wishes as set out herein.

THIS GIFT AGREEMENT WITNESSES THAT,

upon and subject to the terms of

this Agreement:

1. The DONOR and SFU hereby confirm that the above recitals are true and correct.

The recitals form part

of this Agreement.

2. In making the GIFT, the

DONOR has relied on the assurances by SFU that:

(a) SFU is a registered charity under the Income Tax Act (Canada) with business

number BN (11852 0725 RR0001);

(b) The GIFT ($1,500,000) and SFU's match ($1,500,000), and all installments thereof,

will be held in the SFU Endowment Fund in perpetuity in accordance with SFU's

Endowment Management Policy GP20. The $40,000 per annum mentioned in

SFU

"C" above will not be held in the Endowment Fund, but rather will be spent on

operational costs;

and

Sciencespursuant to the Terms of Reference between the DONOR and SFU (the

"Terms of Reference") attached to this document as "Appendix A."

3. At the

end of each fiscal year until the GIFT is paid in full SFU will issue a written

report to the

donor of all gifts made in support of the PROJECT in that year.

The value of charitable or business receipts issued by SFU will be established in

accordance with the Income Tax Act (Canada).

5. The GIFT shall constitute an irrevocable and unconditional donation and transfer to

SFU of all of the DONOR's legal and beneficial right, tide and interest in such cash or

property, absolutely and forever, and free and clearof all liens, charges and

encumbrances, as payment on account of the GIFT, for no consideration, and effective

of the date that the cash payments are received by SFU. Upon receipt of each pledge

payment, SFU shall execute and return a business or charitable receipt to the

DONOR.

6. Official naming of the PROJECT will be determined by the DONOR, subject to the

approval from the SFU's Senate. The namingof the PROJECT may include the tides

of an individual, corporation or philanthropic organization, including CANFAR.

(a) The PROJECT will be recognized by SFU by its official name, once submitted by

the DONOR and approved by the University's Senate, in perpetuity;

(b) In the event that the PROJECT is established in advance of SFU approving official

naming, submitted by the DONOR, the PROJECT will be recognized as the

Chair in

HIV/AIDS Research at St. Paul's Hospital, pending official naming.

include

CANFAR in the official naming of the PROJECT, in perpetuity, pending

final approval from the

DONOR.

7 SFU will not publicly announce the establishment of the PROJECT until the

DONOR sends written approval. The announcement of the PROJECT will be

therefore coordinated between the SFU and the DONOR, with timing determined by

the DONOR.

8. This Instrument will in all respects be governed by the laws of the Province ofBritish

Columbia and the laws of Canada applicable in that province.

9. Except as expressly provided herein,

SFU

(a) The DONOR and SFU have not made or given any collateral promises,

commitments or covenants; and

(b) The DONOR has not requested and does not wish to receive any benefit,

consideration, indemnity or commitment from SFU in connection with, or as

consideration for the transfer of the GIFT.

10. The DONOR confirms that they have obtained independent legal advice and income

tax advice with respect to the GIFT, and the legaland tax consequences to them of

entering into and completing the transactions contemplated in this Instrument and that,

other than as set out in section 2(a) of this Instrument, SFU has made no representation

or warranty to the DONOR regarding legal or tax consequences in respect of the

GIFT.

11. The DONOR represents and warrants to SFU that it is a resident of Canada for

purposes

of the Income Tax Act (Canada).

AGREED by:

Ivonc Martins

Date

Vice President, Development

St. Paul's Hospital Foundation

Christopher Fisher

Date

Chief Financial Officer and

Vice President, Development

St. Paul's Hospital Foundation

Cathy Daminato

Date

Vice-President, Advancement

and Alumni Engagement

Simon Fraser University

SFU

John O'Neil

Dean, Faculty of Health Sciences

Simon Fraser University

Date