Â̾ÞÈËÊÓƵ

Section 1.   Designation of Committees

a. Standing Committees. The standing committees shall be established in Section 3 of this Article. They shall have and may exercise the powers and authority of the Board to the extent provided in Section 3 and as set forth in the charters of each committee adopted by the Board in one or more resolutions.

b. Board-designated Committees. The Board may designate such other committees as the Board shall deem advisable from time to time, each of which shall have and may exercise the powers and authority of the Board to the extent provided in the charters of each committee adopted by the Board in one or more resolutions.

c. Special Subcommittees. The Board Officers may establish special subcommittees of any standing committee to assist a specified standing committee in carrying out its duties and responsibilities. Special subcommittees shall expire at the end of the then-current governance year and may be reestablished in the following year.

Section 2.   Appointment of Committee Members

a. Appointment. The membership of standing and Board-designated committees and special subcommittees shall be as provided in Section 3 of this Article or the Board or Board Officers' resolution designating the committee or special subcommittee. Consistent with those provisions, promptly following the Annual Meeting, the Board Officers, with the advice and counsel of the Nomination Committee, shall appoint the chairpersons and vice chairpersons and the members of each standing committee. Only Trustees and members of the University System Student Board shall be eligible to serve as chairpersons, vice chairpersons, or members of standing committees.

b. Ex Officio Member of Committees. The Chancellor shall be a non-voting member ex officio of each standing committee.

Section 3.   Responsibilities and Membership of the Standing Committees. The standing committees shall have the responsibilities stated in this section, and such other responsibilities as shall be set forth in written charters for each standing committee as the Board shall approve from time to time.

a. Executive Committee. The Executive Committee shall be composed of the Officers of the Board and the chairs of the standing committees. If a committee chair is absent from a meeting of the Executive Committee, the committee’s vice chair may serve as a temporary member of the Executive Committee, with full voting and all other privileges, and be counted for purposes of establishing a quorum. The Executive Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the development and coordination of long-range planning and general administration for Â̾ÞÈËÊÓƵ, including but not limited to: In addition, the Executive Committee is authorized and empowered to act on behalf of and in the name of the Board in all matters requiring Board action between regular Board meetings.

i. performance review and evaluation of the Chancellor and Presidents as provided in Board policy,
ii. strategic planning, and
iii. collective bargaining.

b. Educational Excellence Committee. The Educational Excellence Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the coordination of policy and planning for operations relating to the mission of Â̾ÞÈËÊÓƵ, including but not limited to:

i. educational programs;
ii. research and technology transfer functions and programs;
iii. programs related to community and state services related to the Â̾ÞÈËÊÓƵ mission;
iv. faculty promotions and granting of tenure;
v. student affairs; and
vi. assessment of institutional and Â̾ÞÈËÊÓƵ performance in accomplishment of respective missions.

c. Financial Affairs Committee. The Financial Affairs Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to the coordination of policy and planning for all financial matters of Â̾ÞÈËÊÓƵ, including but not limited to:

i. the operating and capital budgets of Â̾ÞÈËÊÓƵ, including expenditures, revenues, fiscal commitments, property sales and acquisitions, or other transactions that affect the financial resources of Â̾ÞÈËÊÓƵ;
ii. development of financial resources, including fund-raising and borrowing;
iii. long-range financial planning to meet the needs of Â̾ÞÈËÊÓƵ programs and services;
iv. compensation and benefits for all employees;
v. information technology; and
vi. capital planning, acquisition, construction and related matters.

d. Investments and Capital Planning Committee. The Investments and Capital Planning Committee shall have the membership prescribed in , which shall be the Governor, the Treasurer of Â̾ÞÈËÊÓƵ, and three other Trustees to be appointed by the Chairperson of the Board. The committee shall have the responsibility for, and make recommendations to the Financial Affairs Committee and the full Board, as required, on matters as prescribed by  and other matters relating to the investment of funds of Â̾ÞÈËÊÓƵ and capital investments of Â̾ÞÈËÊÓƵ all in accordance with policies approved by the Board. [Note: This section was revised on December 16, 2021; the website was not updated until July 17, 2023.]

e. Governance Committee. The Governance Committee shall have the responsibility for, and make recommendations to the Board on, matters relating to policies and procedures to enhance the quality, efficiency and effectiveness of the Board and other governing institutions of Â̾ÞÈËÊÓƵ, including but not limited to:

i. development of policies and procedures relating to conflict of interests, financial disclosures and ethics issues;
ii. assessment of necessary skills and qualities for prospective Board members and preparation of recommendations regarding composition of the Board;
iii. oversight the development and implementation of the Board's program for new Trustee orientation and ongoing Trustee development;
iv. assessment and, as appropriate, recommending to the Chairperson changes in the composition and structure of the Board; and
v. development of programs for evaluation and assessment of Board performance and effectiveness.

f. Audit Committee. The Audit Committee shall assist the Board of Trustees in fulfilling its oversight responsibilities related to the integrity of financial statements and systems of internal control; the qualifications, independence, and performance of external auditors and internal auditors; compliance with legal and regulatory requirements; and the management of significant risks in Â̾ÞÈËÊÓƵ financial and operational areas.

i. Membership and qualifications: The members of the Committee, including its Chairperson, shall be appointed by the Chairperson of the Board annually and may be appointed to successive terms. The Committee shall be composed of the Governor, ex officio, and at least five other Board members, all of whom shall be independent of management and Â̾ÞÈËÊÓƵ. Members of the Committee shall be considered independent as long as they do not accept any fees or other compensation from Â̾ÞÈËÊÓƵ or its subsidiaries. Members of the Committee should possess general business, accounting, legal, and financial knowledge, including the ability to read and understand financial statements. Members who do not have this knowledge prior to appointment to the Committee may obtain appropriate training to gain this knowledge after appointment. At least one member of the Committee shall have financial expertise as defined by the Board Chairperson. The Chairperson of the Financial Affairs Committee and the Chairperson of the Investments Committee may be members of the Committee, but neither shall be the Committee's Chairperson or considered to be its designated financial expert. Members of the Financial Affairs Committee and the Investments Committee shall not constitute a majority of the members of the Committee.

ii. Meetings: The Committee shall hold at least three meetings each fiscal year. Reports of all meetings will be made to the Board of Trustees. The Committee shall provide sufficient opportunity for the external auditors, the Director of Internal Audit, and Â̾ÞÈËÊÓƵ senior management to meet in separate private sessions with the Committee at least annually.

iii. Resources and Authority: The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to it in its Charter or otherwise assigned to it by the Board of Trustees. The Committee is empowered to investigate any matter brought to its attention and to engage independent counsel and other advisors as it deems necessary to carry out its responsibilities.

g. Nomination Committee. The Nomination Committee shall conduct the annual nomination and election process as provided for in Article III, Section 4, of these Bylaws; inform, advise, and counsel the Board Officers on the appointment of committee chairs, vice chairs, and members; and advise the Board on matters relating to leadership succession. In addition, the Committee, in consultation with the Board’s Vice Chair, shall advise the Board Officers on the skills, interests, and experience to be desired in new trustees and, with input from current trustees, suggest to the Officers the names of potential new trustees. The Committee shall have three members, each of whom shall: The Committee Chair shall be one of the three committee members and be elected to the position of Chair by the full Board for a term of two years.

i. be members of the Board of Trustees,
ii. serve two-year terms on the committee with staggered expiration dates and no term limits, and
iii. be elected by the full Board of Trustees at the Annual Meeting.

Section 4.   Meetings of Committees.

a. Subject to the Right-to-Know Law. Each of the committees of the Board is a "public body" within the meaning of the Right-to-Know Law and all actions and procedures of the committees of the Board shall be subject to the requirements of the Right-to-Know Law at all times.

b. Time and Location. Committee meetings may be held at any time and place designated by the Chairperson of the committee or the Chairperson of the Board.

c. Notice. Written notice of meetings of each committee shall be sent to each Board member by appropriate means at least eight days prior to the date fixed for the meeting. The notice shall state the time and place of the meeting and note that every Board member is invited to attend. A written agenda of matters to be considered at each meeting shall be sent to each Board member by appropriate means prior to the date fixed for the meeting. The Chairperson of the committee shall be responsible for preparing the agenda for each meeting.

d. Quorum. At any meeting of any committee, the physical presence at the place of the meeting of one-third of the members of the committee eligible to vote shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, the Chairperson of the committee or a majority of the members who are present, may adjourn the meeting to another place, date or time.

e. Participation in Meetings by Means of Communications Technology. Subject to the provisions of the Right-to-Know Law, members may participate in a committee meeting by means of a conference telephone or similar communications equipment as long as all persons participating in the meeting can hear each other; such participation shall constitute presence in person at the meeting.

f. Attendance Requirement. All committee members are expected to be physically present at all meetings. Any committee member unable to be physically present is expected to participate in the meeting by means of a conference telephone or similar communications equipment. Any member who fails to attend, either through physical attendance at the place of the meeting or by communications technology, two consecutive meetings shall be subject to removal from the committee upon notice by the Chairperson of the Board.

g. Attendance by Other Trustees. Subject only to the following exception, any Trustee may attend any committee meeting. On motion made and approved by the committee, a Trustee who is also a Â̾ÞÈËÊÓƵ employee shall be excused from a non-public portion of a committee meeting for any purpose, including but not limited to, assessment, evaluation, compensation, or discussion of the performance of any Trustee in his or her capacity as an employee.