The Executive Committee shall consist of no less than 10 and no more than 15 members. The
membership shall consist of the Chairman, Vice-Chairman, Secretary of the Board of Regents,
and the University President. The additional members of the Executive Committee shall be
elected by the Board of Regents from its membership at the annual fall meeting. All elected
members shall serve a term of one (1) year. The Board of Regents may remove any member of
the Executive Committee by the affirmative vote of a majority of the entire Board, whenever in
its judgment the best interest of the Corporation will be served thereby. A vacancy occurring in
the elected membership may be appointed by the Chairman between sessions.
Powers and Duties
The Executive Committee shall have and exercise all of the authority of the Board of Regents
in the management of the affairs of the Corporation, except for action of the full Board of
Regents as required by statute, the Amended and Restated Articles of Incorporation, or the
Bylaws, and shall have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Provided, however, the Executive Committee shall act only in the
interval between meetings of the Board or whenever it is impractical to call a meeting of the
Board, and shall at all times be subject to the control and direction of the Board.
In consultation with the Business and Finance Committee, the Executive Committee shall be
empowered to approve the annual operating budget, to borrow and pledge funds and to do all
other related activity to transact necessary banking activity for the Corporation during the
intervals between the Board of Regents meetings.
It shall have the power to revise the annual budget during the fiscal year, if warranted, based
upon recommendations from the Business and Finance Committee for necessary adjustments.
It shall receive salary recommendations from the Business and Finance Committee for
It shall transact any special business committed to it by the Board of Regents.
It shall coordinate the work of, and have general supervisory authority over all other board
committees. The Executive Committee shall coordinate all recommendations of standing
committees prior to submitting recommendations to the Board of Regents. Except as
stated elsewhere in these Bylaws, the Executive Committee shall appoint the Chairman of each
of the Board’s standing committees from their membership (from the Executive Committee).
In addition to its policy function, it shall be an advisory council for the President of the
The Executive Committee shall have the authority to conduct examinations or investigations as it
deems proper and based upon such, take action except in cases where the full Board of Regents
The Executive Committee may not take any action inconsistent with a prior act of the Board of
Regents, award degrees, amend Bylaws, locate permanent buildings on property held for
University purposes, remove or appoint the President of the University, or take any action which
has been reserved by the Board.
This committee shall meet prior to the annual Board of Regents meeting and at least three other
times during the year. Time, place, and notice (if any) of Executive Committee meetings shall
be determined by the Executive Committee.
A majority of the number of members of the Executive Committee shall constitute a quorum for
the transaction of all business. A vote of a majority of a quorum shall constitute the act of the
Executive Committee. The Executive Committee shall keep regular minutes of its proceedings
and report the same to the Board of Regents. Any action which might be taken at a meeting of
the Executive Committee may be taken without a meeting if a record or memorandum thereof be
made in writing and signed by all the members of the Executive Committee. The signed record
or memorandum, or a signed copy, shall be placed in the Minute Book of the Corporation.
The Board of Regents hereby grants to the Executive Committee sole authority to act as the court
of last appeal in all faculty contractual matters. The Executive Committee’s decision shall be
binding on the full Board of Regents.
The Executive Committee shall furnish, through its Secretary, a copy of the minutes of its
meetings to each member of the Board within thirty (30) days.
The Executive Committee shall review and recommend to the Board of Regents the
compensation of the University President and administrative, faculty, and staff personnel.
Policy Revised: Fall 2014