Article III – Committees

Section 1: Executive Committee

  1. The Executive Committee shall be composed of the President, the Chairman and Vice Chairmen of the Board of Trustees, the chairmen of each of the standing committees of the Board, each of the Treasurer and the Secretary when he or she is a Trustee, and no more than three Trustees elected annually by the Board who may serve on the Committee for a maximum of two consecutive years and who may be re-elected following a one-year absence from the Committee. The Chairman of the Board of Trustees shall be the Chairman of the Executive Committee, and the Secretary of the Board of Trustees shall be the Secretary of the Executive Committee. The Executive Committee may hold regular meetings without notice at such times and places as its members may from time to time determine, provided that any member who is absent when such determination is made shall be given notice of the determination. Special meetings of the Executive Committee may be held at such time and place as may be designated in a call by the President or the Chairman. A majority of the Executive Committee shall constitute a quorum. Each Trustee shall be provided summary minutes of each meeting of the Executive Committee.
  2. Except as otherwise provided by law or reserved by these By-Laws to the Board of Trustees, the Executive Committee may exercise all powers of the Corporation and delegate to other committees such of its powers and duties as it deems appropriate.
  3. The President shall prepare an agenda for each meeting of the Executive Committee.

Section 2: Other Committees

The Corporation may establish such other standing and ad hoc committees with such powers and duties as it deems appropriate for the transaction of its business. Each committee shall have such members, including non-Trustee members without vote, as the Corporation shall determine. The chairman of each committee shall be elected annually by the Board and shall be subject to a limit of six (or, should the Board of Trustees in its discretion determine that circumstances so warrant, up to a maximum of eight) consecutive years of service in that position. A committee chairman who has served for the number of consecutive years specified in the preceding sentence may be re-elected following a one-year absence from the chairmanship. Vacancies in said office may be filled by the Board of Trustees or the Executive Committee (subject to ratification by the Board at its next meeting) for the remainder of the term.

Section 3: Consent in Lieu of Meeting; Telephone Conference Meetings

In addition to any other method permitted by law, any committee of the Corporation, including the Executive Committee, may take any action by unanimous written consent in lieu of a meeting and by means of a meeting conducted using a conference telephone or similar communications equipment.

Section 4: Executive Session and Recusal

Any committee may at any time, upon the determination of the chairman or vote of the committee, meet in executive session without the presence of persons who are not members of the committee. In addition, the chairman may excuse from participation in any matter any ex officio committee member who is also a University employee or any non-voting committee member when the chairman, in his or her discretion, determines that the presence of such person may present a conflict of interest or otherwise compromise the committee’s consideration of such matter. At least four times each year, the Executive Committee shall meet in executive session without the presence of any University employee.