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Amended by the Board of Trustees on November 4, 2023

Article V


5.2 STANDING COMMITTEES AND SUBCOMMITTEES. There shall be seven standing committees as follows:

Administration and Finance Committee
Committee for University Advancement
Academic Affairs Committee
Committee on Trusteeship
Honorary Degree Committee
Compensation Committee
Audit, Risk and Compliance Committee

The Administration and Finance Committee shall have two standing subcommittees:

Investment Subcommittee
Buildings and Grounds Subcommittee

The Academic Affairs Committee shall have one standing subcommittee:

Student Affairs Subcommittee

5.2.1 Each standing committee and subcommittee shall be chaired by a Trustee, and shall consist of such number of Trustees, no fewer than three, including a Chair of such committee or subcommittee and excluding ex officio members, as shall be determined from time to time by the Board of Trustees; provided, however, that a retiring Trustee who becomes an Emeritus Trustee may continue to serve as Chair of a subcommittee until the next Annual Meeting occurring after such retirement. Trustees Emeriti and non-Trustees may be elected to any subcommittee as voting members by the Board of Trustees; provided, however, that (i) a majority of the members of each subcommittee shall be current Trustees and Emeritus Trustees, and (ii) in no event shall a Trustee Emeritus (excluding those holding the title of board chair emeritus/a) or non-Trustee serve as a member of a subcommittee for more than ten years (excluding any period during which such person serves as a Trustee). The Chair and the members of each standing committee and subcommittee shall be elected at each annual meeting of the Board of Trustees and shall serve for one year or until their successors shall be duly elected and qualified. In addition to the Trustees so elected, the President of the University shall be a member ex officio of each standing committee, provided that the President shall not serve as a member of the Audit, Risk and Compliance Committee. With the exception of the President, ex officio members of committees shall not have the right to vote and shall not be counted for a quorum.

5.2.2 A majority of the members of any standing committee or subcommittee shall constitute a quorum. Meetings of any standing committee or subcommittee shall be called by the Secretary whenever he or she is requested to do so by the chair or vice chair of the committee or subcommittee, the chair of the Executive Committee or the President of the University, by giving notice of the time and place of meeting to each member of the committee or subcommittee.

5.2.3 Each standing committee may appoint from among its own number a vice chair of such committee and may appoint from time to time one or more subcommittees with such powers within the scope of the powers of such standing committee as are designated in the votes appointing them.

5.2.4 Records of the proceedings of each standing committee and subcommittee shall be kept by the Secretary and such proceedings shall be reported to the Board of Trustees. Each standing committee and subcommittee may adopt rules, procedures or charter for the conduct of its business as it shall deem advisable, provided that no such rules, procedures or charter may conflict with these Bylaws.