Ad hoc committees
There may be such special or ad hoc committees as the Board may from time to time establish for the discharge of particular duties. The Chair of the Board or the Executive Committee may authorize such special or ad hoc committees. In each case a committee Chair and membership shall be appointed. They shall be given specific responsibilities and deadlines for completion of their assigned duties. At least one (1) member of all special or ad hoc committees shall be a member of the Board.
There shall be the standing committees specified in this Article. Members of standing committees shall be appointed by the Chair, after consultation with the Board, annually, at or following the annual meeting of the Board of Trustees. Except as provided in these bylaws, the Chair of the Board and the President of the University shall be ex-officio members of all standing committees, and each standing committee shall include at least three (3) additional Trustees. Except where otherwise provided in this Article, additional members, including persons who are not on the Board, may be appointed. The Chair of each standing committee and a majority of its members shall be Trustees.
Elimination of a standing committee
The Board of Trustees may at any time discontinue any of its standing committees for such time as may be determined, and the duties of any committee so discontinued shall be performed during such discontinuance by the Executive Committee.
The Chair of any committee, with the consent of the Chair of the Board, may request the President of the University to appoint a member of the administrative staff to serve as a liaison between the committee and the office of the President, and the President shall designate such a person to perform that service. Such liaison person shall assist the committee in the carrying out of its duties.
Meetings and notice
Upon at least five (5) days advance written notice, standing Board committees shall meet at such times as may be requested by the Chair of the Board, the Chair of such committee, or the President of the University. Except as otherwise provided in this Article, all standing committees shall meet at least two (2) times annually.
All action of the committees is subject to formal review, rescission, and/or amendment by the Board.
The Chair of the Board shall be the Chair of the Executive Committee. The Vice Chair of the Board, the Secretary, the Treasurer, and the Chair of each standing committee of the Board shall be members of the Executive Committee. The President shall be counted as a member of that committee for the purpose of determining a quorum.
Continuity of Governance. Between meetings of the Board of Trustees, the Executive Committee shall have general supervision of the administration and property of the University except that unless specifically empowered by the Board to do so, it may not take any action inconsistent with a prior act of the Board of Trustees, award degrees, alter bylaws, locate permanent buildings on tax-exempt property held for University purposes, remove or appoint the President of the University, or take any action which has been reserved for the Board.
Board Education. This Committee will also plan periodic Board Retreats and cause periodic self-evaluation by the Board as to its effective functioning.
Strategic Oversight. The Executive Committee shall be a forum for discussion to coordinate input from the committees and administration to guide the Board’s oversight role for achieving the University’s strategic goals and objectives. The Executive Committee will regularly review and evaluate the Board’s Balanced Scorecard. When it deems necessary, the Executive Committee will make recommendations to the President and Board for corrective action that may be needed.
Meetings and quorum
The Executive Committee shall meet on the call of the Chair of the Board. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. All actions of the Executive Committee shall pass by majority vote of the members present and entitled to vote, unless specified otherwise in these Bylaws or the Articles of Incorporation.
Minutes of the meetings of the Executive Committee shall be taken and shall be distributed promptly to each member of the Board following each Executive Committee meeting.
Academic Affairs Committee
The Academic Affairs Committee shall have a minimum of three (3) members, all of whom shall be Trustees.
Program Evaluation. It shall, in cooperation with the President, establish evaluative criteria for the educational, research and service programs of the University, and shall, on an annual basis, evaluate said programs in relationship to those criteria, and report to the Board.
Finance and Facilities. It shall advise the Finance and Facilities Committee on the needs of the programs of the University.
Faculty Affairs. It shall review and make recommendations to the Board on all policy matters affecting the faculty of the University, and the quality of the student experience. It shall have the responsibility to review, approve, and recommend to the full Board contractual and governance issues in all University handbooks.
Student Progress. It shall also review policy matters involving recruitment, admissions and retention, and will make recommendations to the Board on all matters above, as appropriate or required by these Bylaws.
Strategic Oversight. The Academic Affairs Committee shall monitor and support the University’s efforts to achieve its strategic objectives as they relate to the responsibilities of the Academic Affairs Committee. These include the integrative curriculum, faculty development, research and related strategic indicators.
Provost, Faculty Senate Representative, Student Senate President
Committee on Trustees
The Committee on Trustees shall have a minimum of three (3) members, all of whom shall be Trustees.
Nominations. It shall present to the Board nominations for Trustees to be elected by the Board, and nominations for officers of the Board, including the Chair, Vice Chair, Secretary and Treasurer. The Committee shall also, subject to the requirements as set forth in these bylaws, nominate Trustees Emeriti.
Trustee Orientation. The Committee shall develop and administer a program of orientation for newly elected Trustees.
Executive Evaluation. It shall evaluate on a periodic basis the President of the University and recommend the compensation for same.
Strategic Oversight. The Committee on Trustees shall take a lead role in developing and improving the Board’s use of the Balanced Scorecard and becoming a strategy-focused university and Board. It will ensure that nominations, trustee orientation, and executive evaluation take appropriate account of the university’s strategic goals and progress.
It shall report to the Board of Trustees at the annual meeting and otherwise as circumstances dictate.
The Committee shall furnish information relating to the background and qualifications of all such nominees at least fourteen (14) days prior to the Board meeting at which an election or appointment is scheduled to take place.
Institutional Advancement Committee
The Institutional Advancement Committee shall have a minimum of three (3) members, all of whom shall be Trustees.
It shall review and recommend development, public relations and external relations.
Strategic Oversight. The Institutional Advancement Committee shall monitor and support the University’s efforts to achieve its strategic financial objectives. These responsibilities include supporting the fundraising strategy, development of partnerships, public relations, promoting enrollment and retention, and encourage alumni contributions and involvement.
Chief Development Officer
It shall regularly report on its activities to the Board of Trustees.
Finance and Facilities Committee
The Finance and Facilities Committee shall have a minimum of three (3) members, all of whom shall be Trustees.
Budgets. It shall review annual operating and capital budgets prepared and presented under the direction of the President, and make appropriate recommendations to the Board of Trustees.
Investments. Within the scope of investment policy guidelines recommended by the Committee and approved by the Board, the Committee shall oversee the investment of all funds of the University, including purchases, sales or exchanges of securities, and other investment assets of the University. The Committee may approve the employment of investment counsel and may delegate authority to purchase or sell securities for the account of the University to such investment counsel or to any officer of the University subject to such limitations that the Committee may impose.
Facilities. It shall review and analyze maintenance and operations policy, and recommend improvements, review and recommend approval of plans and cost estimates for any new facilities.
Financial Review and Audit. It shall periodically appraise the financial control and accounting systems of the University and recommend any changes it deems appropriate. It shall recommend the designation of an independent auditor each year and shall cause to be prepared and submitted to the Board at least once a year an audited statement of the financial condition of the University as of the close of the fiscal year and of the receipts and expenditures for each year.
Authority. The Committee may request any designated independent auditor, or any officer or employee of the University to appear before it to report on the financial condition of the University and answer any questions the Committee might have. The President of the University and the chief financial officer shall attend audit discussions of this Committee at the request of the Committee.
Strategic Oversight. The Finance and Facilities Committee shall monitor and support the university’s efforts to achieve its strategic objectives as they relate to the responsibilities of the Finance and Facilities Committee. These include IT, capital and equipment needs, financing the strategy, and related strategic indicators.
Vice President for Administration, Faculty Senate President
The Committee shall update the status of (including changes in) investments at each Board meeting.