Article V Committees of the Board

Section 5.1 Establishment. 

There shall be the following standing committees: an Executive Committee, a Committee on Academic Affairs and Student Success, an Audit and Compliance Committee, a Committee on Finance and Investments, a Committee on Equity, Diversity, Inclusion and Anti-Racism, and a Governance Committee. Other standing committees as the Board determines are required to oversee permanent functions of a major character may be created by the Board. Special or ad hoc committees may be appointed by the Chair with the approval of the Board. A Trustee shall serve a term of one year on a standing committee. The Chair of the Board, in consultation with the Vice Chair and Secretary, shall have the power to appoint, remove, and rotate the chairs and members of standing committees except the Executive Committee. 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 an agenda and materials whenever possible. 

The Board of Trustees shall elect the chairs and other Trustee members of other committees at any duly constituted meeting of the Board.

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 authorize the distribution of the University’s assets, adopt, amend, or repeal these Bylaws, fill vacancies on the Board or any committees, remove a Trustee, or appoint or remove a President except as provided herein. All committees shall have the 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 Committee Meetings.

Each committee shall meet at the call of the committee chair if held at times other than those 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. A majority of the members of a committee shall constitute a quorum and the vote of a simple majority of the members present at a meeting where a quorum is present shall constitute an action of the committee. 

Section 5.4 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 in Section 5.2 of these Bylaws. The Executive Committee shall serve as a resource for the Board Chair and the President with respect to University’s institutional affairs, management, and operations. The Executive Committee shall have the authority to appoint Voting Trustee members to a subcommittee to make recommendations to the Executive Committee and to the full Board regarding the hire, compensation, job performance, and terms and conditions of employment of the President and other designated officials of the University. The Executive Committee shall report on all of its actions and proceedings to the Board at the Board’s next meeting.

Section 5.5 Committee on Academic Affairs and Student Success. 

The Committee on Academic Affairs and Student Success shall consist of at least three Voting Trustee members. The Committee shall have oversight of the development and implementation of the University’s mission in fostering excellence and integrity in the education of deaf and hard of hearing students. The Committee shall have responsibility for educational programs and policies at the University and the Laurent Clerc National Deaf Education Center (Kendall Demonstration Elementary School and Model Secondary School for the Deaf), including but not limited to strategic planning, academic policies and actions, human resources and personnel policies, faculty research programs and professional development, student services and extracurricular activities, student and faculty organizations, and programs for student welfare, resident living, athletics, and recreation. The Committee shall have such additional powers and duties as the Board may delegate.

Section 5.6 Audit and Compliance Committee. 

The Audit and Compliance Committee shall consist of at least three Voting Trustee members. The Committee shall have oversight of the University’s audit and corporate compliance functions. The Committee shall assist the Board of Trustees in fulfilling its financial oversight responsibilities, including financial reporting, systems of internal control, internal and external audit processes, business ethics and conflicts of interest policies, and institutional risk management. The Committee shall have the authority and responsibility to select, evaluate, and where appropriate, replace the firm of Certified Public Accountants that performs the annual audit of the University. The Committee serves as the Board’s representative when interacting with the University’s Certified Public Accountants, external and internal auditors, the University’s financial officers, consultants and representatives responsible for the University’s fiscal management. The Committee shall have such additional powers and duties as the Board may delegate.

Section 5.7 Committee on Finance and Investments. 

The Committee on Finance and Investments shall consist of at least three Voting Trustee members. The Committee shall have oversight of the financial and business affairs, administrative operations, 

and investments of the University, and shall review and make recommendations to the Board of Trustees regarding major financial, business, and investment-related matters, including but not limited to the University’s endowment and operating funds, investment strategies and expenditures, operating and capital budgets, infrastructure and physical assets, and related policies and procedures which have a significant impact on these resources. The Committee shall have such additional powers and duties as the Board may delegate.

Section 5.8 Committee on Equity, Diversity, Inclusion and Antiracism. 

The Committee on Equity, Diversity, Inclusion and Antiracism shall consist of at least three Voting Trustee members. The Committee shall have oversight of the Board’s and University’s goals, policies, priorities and targets in creating a diverse and inclusive environment that promotes equity and antiracism. The Committee is responsible for monitoring the Board and University’s antiracism plans and working with the University to support and actively promote an equitable, diverse and inclusive campus that is free from discrimination. The Committee shall have responsibility for evaluating and recommending clear guidelines and principles that promote equity, diversity and inclusion across various dimensions including, but not limited to, ethnicity, race, gender, sexual orientation, socioeconomic background, and personal experience. The Committee shall make recommendations on actions the Board may take in creating an environment of equity, diversity, inclusion and antiracism with all stakeholders at the University.

Section 5.9 Governance Committee.

The Governance Committee shall consist of at least three Voting Trustee members. The Committee shall have oversight of the Board’s policies and procedures related to the conduct and governance of the Trustees. The Committee shall, without limitation, be responsible for developing a program of orientation for new Trustees and conducting in-service training for all Trustees; monitoring the policies and operating procedures of the Board and its standing committees; evaluating and recommending nominees for election or re-election as Trustees; and evaluating and recommending nominees for officers of the Board as appropriate. The Committee shall oversee Board policies related to the exercise of Trustees’ duties and responsibilities on the Board; monitor and make recommendations to the Board regarding Trustee conflicts of interest; and investigate allegations of misconduct by Trustees and recommend appropriate action to the Board. The Committee shall review and recommend amendments to the Board’s Bylaws in coordination with the Chair of the Board. The Committee shall have such additional powers and duties as the Board may delegate.