Chapter Seven: Committees

2-07.01 - Classification of Committees
The University shall have any number of Committees, each with the powers and responsibilities delegated to such Committee by the Board. Committees of the Board as designated in this Chapter shall have the authority to bind the Board to the extent that the Board delegates such authority to a designated Committee. The Board may, from time to time, establish such other Committees of the Board, and delegate authority to such other Committees, as it may deem necessary for the expeditious handling of its affairs. Additionally, the Board may, from time to time, establish Committees of the University which shall be advisory bodies and shall have no authority to bind the Board. Committees shall meet upon the call of the Chair of the Committee or the Chair of the Board. Each Committee shall serve at the sole pleasure of the Board.

2-07.02 – Standing Committees of the Board
The Board’s Standing Committees, which may be eliminated or added to by the Board from time to time in the Board's sole discretion, include the following Committees:

Fiduciary Committees

  • Audit and Risk Management
  • Facilities, Real Estate and Partnerships
  • Finance
  • Investment
  • Advancement
  • Nominating and Governance

Strategic Committees

  • Athletics Compliance and Strategy
  • Mission and Social Justice
  • Strategy and Innovation
  • Student Success and Academic Quality

Additional Committees

  • Executive (See §2-06.)
  • Compensation

Each Committee of the Board must have a written charter adopted by the Committee and approved by the Board which defines such Committee's authority to bind the Board, and any other action taken by a Committee of the Board shall be a recommendation that the Board may adopt in its sole discretion.

2-07.03 - Membership of Committees of the Board
Trustees shall be appointed annually to serve on one Fiduciary Committee and one Strategic Committee of the Board by the Chair in consultation with the Executive Committee. Upon request, a Trustee Emeritus/Emerita may be appointed to one of the Committees of the Board, but shall not serve as a voting member and must leave the meeting upon request during executive sessions. The Chair and the President shall be (ex officio voting) members of all Committees of the Board, except the Audit and Risk Management Committee.

2-07.04 – Committee Chairs and Vice Chairs

The Chair, also in consultation with the Executive Committee, shall appoint Committee chairs and vice chairs from the Committee membership for up to two-year terms, renewable once. In certain circumstances, the Chair may agree to extend the terms of office for Chairs and Vice Chairs beyond two terms. Ordinarily, Trustees will not serve in more than one committee leadership position at a time.

2-07.05 – Quorum

A majority of a Committee's voting members shall constitute a quorum.

Any one or more members of any Committee may participate in a meeting of the Committee on which they serve by means of a conference telephone, video conference, Zoom, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

2-07.06 – Action by Unanimous Written Consent
Whenever a Committee is required or permitted to take action by vote, such action may be taken without a meeting by obtaining unanimous written or electronic consent of the members of the Committee entitled to vote with respect to the subject matter of the action. If written, the consent must be executed by the Committee member by signing such consent or causing his or her signature to be affixed to such consent by any reasonable means including, but not limited to, facsimile signature. If electronic, the transmission of the consent must be sent by email and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Committee member. All written or electronic consents of members of a Committee shall be sent to a designated member of the Committee. The resolution and the written or email consents thereto by the members of the Committee shall be filed with the minutes of the proceedings of the Committee.

2-07.07 - Resource People
Each Committee of the Board shall have an administrative liaison who shall be designated by the President to work with the Committee Chair and Vice Chair to set meetings, establish committee agendas, and provide materials to the Committee. The President may designate additional administrators as resource people to attend meetings of such Committee. The Faculty Senate shall select two faculty to serve as resource people for the following Fiduciary Committees: Audit and Risk Management; Facilities, Real Estate and Partnerships; Finance; and Investment (one faculty member). The Faculty Senate shall also select two faculty to serve as resource people for the following Strategic Committees: Mission and Social Justice; Strategy and Innovation; and Student Success and Academic Quality. Faculty resource people are not appointed for the Executive and Compensation Committees.  Two students shall be appointed to serve as resource people for the Student Success and Academic Quality Committee.

Resource people shall have no voting rights in Committee meetings and must leave upon request during executive sessions.

2-07.08 - Committees of the University
The Board or the Chair of the Board with the consent of the Board may appoint Committees of the University. A member of a Committee of the University need not be a Trustee, except as may be otherwise specifically provided by law, by the Charter or by these Bylaws. Such Committees shall be advisory only and shall have only such purposes, powers and authority as the Board shall designate, consistent with law, with the Charter and with these Bylaws.