Board of Trustees Bylaws
ARTICLE V. COMMITTEES OF THE BOARD
Section 5.1 Establishment.
There shall be the following standing committees: a Committee on Academic Affairs, an Audit Committee, a Committee on Compensation, an Executive Committee, a Committee on Financial and Institutional Affairs, a Committee on National Deaf Education, a Committee on Student Affairs, and a Committee on Trustees. Other standing committees as the Board determines are required to oversee permanent functions of a major character may be created upon vote of the Board. Special committees may be appointed by the Chair with the approval of the Board. The Chair of the Board shall appoint the chairs and members of all committees other than the Executive Committee at the Annual Meeting of the Board for terms of one year. The President shall designate an officer or staff persons to serve as staff to the committees as appropriate. Regular and special committee meetings shall be held at the call of the committee chair or the President or upon the written request of any two Voting Trustee members of the committee. Any meeting of any committee may be held by conference telephone or other means, which permits all attendees to participate in the proceedings. Notice of committee meetings shall be timely and shall include agenda and materials whenever possible.
Section 5.2 Powers and Authority.
The Board may delegate to such committees any of the powers and authority of the Board in the management of the University; provided, however, that no such committee shall have and exercise the power and authority to amend these Bylaws, to remove a Trustee, or to appoint or remove a President. All committees shall have power to act only in intervals between meetings of the Board and shall at all times be subject to the control of the Board. The designation and appointment of any such committee and the delegation of authority thereto shall not operate to relieve the Board, or any individual Trustee, of any responsibility imposed upon the Board or the Trustee by law.
Section 5.3 Meetings.
Each committee shall meet at the call of the committee chair, with at least seven days' notice if held at times other than designated for meetings of the Board. The committee chair shall assure that the discussions and actions of each committee are properly recorded and copies thereof promptly distributed to its members and to all Trustees as appropriate. The agenda for each committee meeting shall emphasize issues of a policy-making nature and focus on major programs, functions and priorities of the University rather than on administrative detail. Committee chairs may create subcommittees to address specific committee responsibilities, provided that such subcommittees shall report to the whole committee prior to reporting to the Board.
Section 5.4 Committee on Academic Affairs.
This Committee shall, but without limitation assure: that the University’s academic programs reflect the University’s mission, strategies, and priorities; that faculty policies and procedures are effective, efficient, and consistent with academic and institutional priorities; that faculty appointments in rank and promotion to tenure are held to a high standard of teaching, scholarship, and service; that academic programs fit students interests and society’s needs while enhancing the educational experience at the University; that academic programs and faculty performance are evaluated effectively; and that research, academic freedom, and the general intellectual climate of the University are strong and active. The Committee shall consider the addition or deletion of major academic programs, degrees, and departments of instruction; evaluate and approve faculty guidelines; make policy recommendations to the Board regarding appointment, promotion, tenure, sabbatical leave, and dismissal of faculty; and consider and recommend individuals for tenure upon recommendation of the administration.
Section 5.5 Audit Committee.
This Committee shall, but without limitation: select a firm of certified public accountants and provide for such firm to conduct an annual audit; meet with such auditors to review their report and recommendations; recommend to the Board such controls as are necessary to assure the sound management of the University's resources; exercise general oversight over the internal auditing functions of the University; and investigate and recommend corrective action regarding allegations of material misappropriation of University resources; and have responsibility for ensuring compliance with the rules governing Trustee conflicts of interest set forth in these Bylaws.
Section 5.6 Committee on Compensation.
This Committee shall, but without limitation: recommend to the Board appropriate compensation and terms and conditions governing employment of the President; conduct an annual evaluation of the President's performance; recommend changes in the President's compensation which reflect that performance, taking into account the resources available to the University and compensation for comparable positions elsewhere; and consider requests by any Trustee for reimbursement of expenses reasonably incurred in the performance of such Trustee's duties as a Trustee; provided, however, that no Trustee shall receive any fee for serving as a Trustee. No part of the net earnings of the University shall inure to the benefit of, or be distributable to its Trustees, officers, employees or other private persons, except that the University shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Acts of Congress and these Bylaws.
Section 5.7 Executive Committee.
The Executive Committee shall consist of the Chair, Vice Chair and Secretary of the Board, and two other Voting Trustees elected at large by the Board. They shall serve for a term of one year, shall be eligible for reelection and shall serve until their successors are elected. The Executive Committee shall have authority between Board meetings to exercise all powers of the Board except those required by law or these Bylaws to be exercised by the full Board, subject to the limitations set forth in Section 5.2 of these Bylaws. All meetings and actions of the Executive Committee shall be recorded in written minutes, which shall be distributed promptly to all other Trustees. All such actions shall be subject to review by the full Board at its next meeting.
Section 5.8 Committee on Financial and Institutional Affairs.
This Committee shall, but without limitation: exercise oversight over the fiscal, physical, information technology, and human resources of the University and review and approve policies and procedures which have a significant impact on these resources. The Committee shall monitor the financial condition of the University; review the budget and the funding of reserves; approve tuition and fees; monitor the use of assets; and review and approve investment strategies and expenditures having long-term implications. The Committee shall also assure the implementation of effective public relations, media relations, and communications programs; promote alumni involvement in the University; and exercise leadership in increasing contributions from private sources.
Section 5.9 Committee on National Deaf Education.
This Committee shall, but without limitation: assure compliance by the University with the spirit and intent of the Acts of Congress; consider and recommend policies regarding the national mission; evaluate national mission, academic, research and service programs in concept, in process and in terms of their national impact on deaf and hard of hearing pre-college students; consider and recommend policies related to the educational and residential programs of the Laurent Clerc National Deaf Education Center (Kendall Demonstration Elementary School and Model Secondary School for the Deaf); consider and recommend policies regarding employment conditions for teachers and compliance with Education of the Deaf Act policies in those programs.
Section 5.10 Committee on Student Affairs.
This Committee shall, but without limitation: recommend, in cooperation with the President, policies relating to extra-curricular student affairs, including social and service activities; exercise general oversight over programs for student welfare, resident living, athletics and recreation.
Section 5.11 Committee on Trustees.
This Committee shall, but without limitation: assist the Board in identifying and recruiting potential Trustees who possess the diversity of talents needed to serve the unique mission of the University and who reflect the diversity of the population served by the University; nominate such qualified persons for election or re-election as Trustees; develop a continuing program of orientation for new Trustees and in-service training for all Trustees; monitor the effectiveness of and propose amendments to these Bylaws; nominate Voting Trustees for election as officers of the Board and members of the Executive Committee; investigate allegations of misconduct by Trustees and recommend appropriate action to the Board; and encourage periodic self-evaluation by the Board.
These Bylaws were last amended by action of the Board of Trustees on May 13, 2011.