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Board of Governors Bylaws
Article 7: Committees

The Board may appoint committees and prescribe their duties and functions. All committees shall keep a record of their proceedings and shall report to the Board as required. The delegation of any authority of the Board to any committee shall not operate to relieve the Board or any member thereof of any responsibility imposed by law.

All resolutions and all committee reports offered which involve matters for record in the minutes shall be made in writing.

Standing Committees shall be: The Executive Committee, the Academic, Student and Campus Affairs Committee, The Audit Committee, and the Finance and Personnel Committee.

The Executive Committee shall consist of the Chair of the Board, who shall be its chair, the Vice Chair, the Secretary, and the chairs of the other standing committees. Its duties shall include assistance in the development of the agenda of the Board, assistance to the President between meetings of the Board, as needed, and matters relating to executive review and compensation.

The Academic, Student and Campus Affairs Committee and the Finance and Personnel Committee shall each consist of members as designated by the Chair of the Board, who shall designate the chair of each of these committees.

The Audit Committee shall consist of three members, all of whom shall have some experience in matters of finance and/or accounting, and shall include at least one member who possesses accounting or financial management expertise; provided, however, that no Board Member may serve on this Committee at any time that said Member is receiving any compensation, directly or indirectly, for consulting or any service provided to the University. The members of the Committee, and its Chair, shall be elected annually by the Board at the Annual Meeting, following an initial nomination by the newly elected Chair. The Committee shall have the responsibility to oversee the University's financial reporting and audit processes. It shall also be responsible for establishing procedures for receiving, investigating and resolving "whistleblower" or other complaints concerning the University's financial and accounting practices. The Chair of the Finance Committee shall not also serve as the Chair of the Audit Committee.

The primary function of the Audit Committee is to assist the Board of Governors in its oversight responsibilities. The Committee's principal activities will include:

  • Oversight of the University's grant activity;
  • Oversight of the University's internal control structure;
  • Review of the Internal Audit functions;
  • Selection and retention of independent auditors;
  • Review of the annual audit plan; and
  • Oversight of the University's financial reporting.

The Audit Committee shall have the power to conduct or authorize investigations into matters involving errors and irregularities or any other matters within the Committee's scope of responsibilities. The Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of investigations. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the University and the power to retain outside counsel, or other experts for this purpose.

Additional Committees may be established from time to time and for such period as required to complete their mission. Members and chairs of such committees shall be appointed by the Chair.

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