Standard Three
ORGANIZATION AND GOVERNANCE
Description
Boston University was chartered by the Massachusetts legislature in 1869 and is recognized as a nonprofit organization under Massachusetts law and as a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code.
Trustees
The Board of Trustees governs Boston University and meets three times per year, more often if necessary. The Executive Committee of the Board of Trustees generally meets during those months when the full board does not and exercises most powers of the board between full meetings. In recent years, board membership has ranged from 30 to 50 members. At present there are 39 members, along with three ex officio voting trustees: the Chair of the Board of Overseers, the President of the University, and the Chair of the Faculty Council. With the exception of the President and the Chair of the Faculty Council, none of the Trustees receives compensation from the University for serving on the board. Other Trustees are elected by the board for terms lasting from one to three years, and may be reelected to subsequent terms subject to an overall tenure limit of 14 consecutive years of service. After reaching that limit, an individual may be reelected to the board after a one-year absence. Members of the Board of Trustees who have provided distinguished service to Boston University over a period of years are eligible for election as Trustees Emeriti.
There is also a Board of Overseers, an advisory (as opposed to fiduciary) body of up to 50 members—currently, there are 39—which was established in 2004 and is dedicated to supporting and advancing the mission of the University. The Overseers meet twice each year, once in conjunction with the Trustees.
General responsibility for the administration of Boston University is vested in the President, who is selected by the Trustees, and in the administrative officers reporting to him. The basic framework for University governance is set forth in Boston University’s By-Laws.
In 2004, the Board of Trustees undertook a comprehensive review of University governance designed to ensure that the board was effective and engaging in best practices for nonprofit, tax-exempt organizations. Among the changes that resulted from that review are the following, many of which are reflected in the By-Laws:
- As noted, Trustees became subject to a tenure limit of 14 consecutive years, with some grandfathering for then-current Trustees.
- Also as noted, the Chair of the Faculty Council was made an ex officio Trustee.
- Board officers (including the chair and vice chair), as well as committee chairs, became subject to a tenure limit of six consecutive years. They may be reelected following a one-year absence from the position in question.
- The board’s committee structure was streamlined, with the number of committees reduced from 21 to 12. Members of the Audit and Executive Compensation Committees may not have any business dealings with the University.
- The University’s Conflict of Interest Policy, administered by the Audit Committee, was expanded in scope. Any proposed business or financial relationship involving a Trustee is subject to prior review and approval by the Audit Committee; any proposed business or financial relationship involving an Overseer is subject to prior review and approval by the President. The University Compliance Committee monitors relationships involving University employees.
- A new Code of Ethical Conduct, administered by the Audit Committee, was developed and approved by the Board of Trustees.
In 2006, the Board of Trustees, through the Executive Compensation Committee, undertook an extensive review of executive compensation policies and practices. This resulted in the adoption of a new Executive Compensation Policy, which has as its fundamental principles the independence of the board and the Compensation Committee, the duty of reasonable care, and the need for internal transparency and accuracy in external reporting.
The 2004 governance report called for a follow-up review within three years to assess the effectiveness of the adopted measures. An ad hoc Governance Review Committee, established in September 2006, engaged an independent expert—Tom Ingram, retired president of the Association of Governing Boards of Universities and Colleges—to assist in its review. The committee met over the course of several months and presented a report and a series of recommendations to the board in April 2007.
The ad hoc committee recommended: formalizing the membership of the Executive Committee to include the chairs of all standing committees plus up to three at-large members who may serve for a maximum of two years; continuing the ex officio voting board position for the chair of the Faculty Council while at the same time making explicit the power of the board and any committee to meet in executive session; and allowing an incumbent chair of the board to serve for up to two years beyond the normal 14-year tenure limit. These and other recommendations were referred to the board’s Nominating and Governance Committee for implementation.
In the fall of 2007, the Nominating and Governance Committee recommended a number of other changes, among them: having the chair of the Board of Overseers serve as an ex officio member of the Board of Trustees; having the Boston University Alumni president be a regular invited guest rather than a member of the board; substituting the name “Trustees Emeriti” for “Honorary Trustees” and electing them to three-year terms rather than annually; and requiring Trustee approval of faculty appointments only at the rank of Professor or Associate Professor or when tenure is being awarded. These and the earlier recommendations were approved by the board, primarily through a series of By-Law amendments. In addition, the number of Trustee committees was further reduced to ten, and committee charters and membership criteria were updated. Finally, a formal “Statement of Commitment and Responsibilities of the Trustees of Boston University” was adopted.
Administration
As chief executive officer, the President has oversight of all administrative and academic functions of the University and is chair of all faculties. The Faculty Handbook describes the responsibilities of the President and other senior administrative officers. The President chairs the Administrative Council, a body that typically meets weekly to review and address issues of importance to the University. Administrative Council attendees include the University Provost, the Provost of the Medical Campus, the Executive Vice President and other vice presidents, and the Dean of the College of Arts & Sciences.
The University Provost is the chief academic officer under the President, with specific responsibility for Boston University’s academic programs, personnel, resources, and support services. The Executive Vice President has overall responsibility for Boston University’s administrative, business, and financial operations, and also leads long-range real estate planning and development. The Provost of the Medical Campus is responsible for the Boston University Medical Campus, for the University’s public-private relationship with the Boston Medical Center, for the health-related schools on the Medical Campus (the School of Medicine, the Goldman School of Dental Medicine, and the School of Public Health), and for the Boston University Institute for Dental Research and Education–Dubai.
The dean of a school or college is its chief academic and administrative officer. As the academic leader, the dean is charged with the responsibility of maintaining academic standards in teaching, research, and other services performed by his or her faculty. The Council of Deans, which meets monthly, is the principal vehicle for coordinating academic policies and procedures among the schools and colleges.
Vice presidents, provosts, and deans are appointed by the Trustees upon the recommendation of the President.
Faculty
The Faculty Assembly, which is composed of all faculty members of professorial rank who hold at least one-fourth time appointments, meets twice per academic year to consider matters affecting the faculty of two or more schools or colleges. The Faculty Council, which represents the Faculty Assembly when it is not in session, meets monthly during the academic year and consists of certain designated officers and other faculty representatives elected by the faculty of each school and college. Standing committees of the Faculty Council meet as required.
The creation and approval of proposed courses is the province of the faculty of each individual school or college, but new degree programs undergo wide review for academic rigor, financial viability, and appropriateness in light of other programs at Boston University and competing institutions. All proposals are reviewed by the Faculty Council, the Council of Deans, and the University Council Committee on Curriculum and Degrees. The University Council committee then makes a recommendation for review and approval by the University Council and the Trustees.
The University Council, chaired by the President, is the principal forum for discussing and proposing University-wide academic policies. Voting membership in the University Council, which meets twice each semester, consists of an equal number of elected faculty representatives and administrative appointees. Likewise, University Council committees are composed of both faculty and administrators.
The Faculty Handbook contains a full statement of policies and terms of employment applicable to all faculty members of the University. Additions to the Faculty Handbook since the last accreditation review include policy statements on maternity leave, family and medical leave, patents, copyrights, and information security. The Faculty Handbook is updated annually by the University Council Committee on Faculty Policies.
Students
Elected by the undergraduate students at Boston University, the Student Union consists of officers chosen by the campus at large and representatives elected by the students of the individual schools and colleges. All undergraduates in good academic standing are eligible for office. The Executive Council consists of the President, Secretary/Treasurer, and Vice Presidents of Financial Affairs, Academic Affairs, Student Affairs, Public Relations, Safety Services, Multicultural Affairs, and Residence Life. The Student Union works with the Office of the Dean of Students, who now reports directly to the President, and other administrative offices to plan events and offer suggestions for policy and program changes.
Appraisal
A renewed commitment to transparency and inclusivity in Boston University’s governance has reinforced and improved working relationships among faculty, students, staff, and administrators.
The most significant reforms were made at the level of the Board of Trustees, following a period of leadership transition from 2003 to 2005. By establishing term limits for members and committee chairs and by expanding the Conflict of Interest Policy, the board ensured its continued independence and renewal. Further evidence of the board’s significant commitment to reform includes the development of a Code of Ethical Conduct and an Executive Compensation Policy, and the addition of an ex officio faculty representative with voting rights to the board membership. Most significantly, the Board of Trustees demonstrated its seriousness of purpose by instituting a follow-up review process and by utilizing an independent expert to measure progress.
The development of new administrative groups such as the University Leadership Group ensures that faculty members have a stake in policymaking as well as the opportunity to interact directly with leaders of non-academic units. Boston University’s basic governing structures remain unchanged, though several upper-level administrative positions have been created and filled since the last reaccreditation, including Vice President for Marketing and Communications, Associate Provost and Vice President for Research, Associate Provost for Undergraduate Education, Associate Vice President for Research Compliance, and the Chief Investment Officer, who oversees the newly established Investment Office.
Boston University’s previous reaccreditation self-study report discussed ways in which to improve the Faculty Handbook, an essential reference guide for faculty members and administrators. Recently, the section of the Handbook on appointments, promotions, ranks, and titles was updated to ensure that qualifications for professorial ranks and titles are approximately equal for the Charles River Campus and the Medical Campus.
Projection
The movement toward greater transparency and inclusivity in matters of organization and governance will serve Boston University well in the years to come. The Board of Trustees has made a concerted, successful effort to lead by example with periodic reviews and a commitment to best practices. The President has sought feedback from and encouraged conversation among faculty and staff on a number of issues related to organization and governance. It is anticipated that the positive trends of the last four years will continue in the decades to come.
