Article IV: Committees

Section 4.1 Standing Committees.

The Board shall have the following standing committees:

  1. (1)Executive Committee;
  2. (2)Audit and Compliance Committee;
  3. (3)Finance and Administration Committee; and
  4. (4)Education, Research, and Service Committee.

 

Section 4.1(a) Committee Charters.

A general statement of the responsibilities of each standing committee is included in the following sections. Each standing committee shall develop a charter detailing the responsibilities and, if applicable, powers of the committee and submit the charter to the Board of Trustees for approval.

 

Section 4.1(b) Staff Support for Committees.

Officers of the University shall serve as liaisons and provide staff support for the standing committees as follows:

  1. (i)Executive Committee: Secretary;
  2. (ii)Audit and Compliance Committee: Chief Audit and Compliance Officer;
  3. (iii)Finance and Administration Committee: Chief Financial Officer; and
  4. (iv)Education, Research, and Service Committee: One or more officers of the University designated by the Chair of the Board.

 

Section 4.2 Executive Committee—General Statement of Responsibilities.

The Executive Committee shall:

  1. (1)Oversee and monitor the work of other standing committees, the University’s strategic planning processes, the President’s performance and welfare, and the University’s commitment to and compliance with the state’s plans and objectives for higher education;
  2. (2)Conduct a Board self-evaluation regularly, but no less than every four years;
  3. (3)Recommend to the Board the initial and subsequent compensation of the President and the initial compensation of the Chancellors and other officers of the University as defined in these Bylaws;
  4. (4)Act for the Board on any matter when necessary between meetings of the Board; and
  5. (5)Perform other responsibilities as the Board deems necessary or advisable, subject to the approval of the Board.

The Executive Committee shall not operate or conduct any business outside the scope of authority outlined in this section or expressly authorized by statute.

 

Section 4.3 Audit and Compliance Committee—General Statement of Responsibilities.

The Audit and Compliance Committee shall have the responsibilities stated in the State of Tennessee Audit Committee Act of 2005, specifically Tennessee Code Annotated § 4-35-105, as amended from time to time, and other specific responsibilities deemed necessary or advisable and included in a committee charter approved by the Board and by the Comptroller of the Treasury for the State of Tennessee.

 

Section 4.4 Finance and Administration Committee—General Statement of Responsibilities.

The Finance and Administration Committee shall assist the Board in (i) overseeing the University’s finances, operations, facilities, and Health Science Center clinical activities; and (ii) ensuring that the University operates within available resources and applicable laws and policies in a manner supportive of the University’s strategic plan. The Committee shall have other specific responsibilities deemed necessary or advisable and included in a committee charter approved by the Board.

 

Section 4.5 Education, Research, and Service Committee—General Statement of Responsibilities.

The Education, Research, and Service Committee shall assist the Board in overseeing the University’s mission of education, discovery, and outreach (including, but not limited to, matters related to academic programs, the faculty, and student success and student conduct) and shall have other specific responsibilities deemed necessary or advisable and included in a committee charter approved by the Board.

 

Section 4.6 Other Standing Committees.

The Board may appoint such other standing committees as it deems necessary or advisable from time to time. Other standing committees shall be comprised of at least three (3) members of the Board of Trustees. The Board shall strive to ensure that other standing committees include alumni from different institutions of the University.

 

Section 4.7 Subcommittees.

A standing committee may appoint the members and chairs of any subcommittee it deems necessary or advisable from time to time.

 

Section 4.8 Special Committees.

Upon the recommendation of the Chair, the Board may appoint special (ad hoc) committees for specific assignments, appoint the committee chair, and designate an officer of the University to serve as liaison and provide staff support for the committee. Individuals who are not members of the Board may be appointed as voting members of a special committee as long as the chair and a majority of the voting members of the committee are voting members of the Board; provided that, upon the recommendation of the Chair, the Board may appoint an individual who is not a member of the Board to serve as chair of a special committee if the individual has special knowledge and experience directly related to the committee’s assignments and only if the majority of voting members of the committee are voting members of the Board.

 

Section 4.9 Composition of Standing Committees—General Requirements.

Each standing committee shall be comprised of at least three (3) members of the Board of Trustees. Except as otherwise provided in these Bylaws, all voting members of the standing committees and the committee chairs shall be voting members of the Board of Trustees; provided that the Board may appoint other individuals as voting members of a committee if the assistance of others is necessary to carry out the responsibilities of the committee as long as the majority of each committee consists of voting members of the Board.

 

Section 4.9(a) Chair of the Board as an Ex Officio Member of Standing Committees.

The Chair of the Board shall be an ex officio, voting member of all standing committees but shall be counted for quorum purposes only when present.

 

Section 4.10 Specific Requirements for Composition of the Executive Committee.

The Executive Committee shall be composed of five (5) voting members of the Board, including the Chair of the Board, who shall serve ex officio as Chair of the Executive Committee. In appointing members, the Board shall strive to ensure that the Executive Committee includes alumni from different institutions of the University.

 

Section 4.11 Specific Requirements for Composition of the Audit and Compliance Committee.

All members of the Audit and Compliance Committee shall be financially literate, meaning they shall be able to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement. At least one member of the committee shall have extensive accounting, auditing, or financial management expertise.

 

Section 4.11(a) External Member of Audit and Compliance Committee.

The Audit and Compliance Committee may include one (1) voting member who is not a member of the Board of Trustees but who satisfies the membership requirements stated in Section 4.11, including the requirement of extensive accounting, auditing, or financial management expertise. An external member may not serve as Chair of the Audit and Compliance Committee.

 

Section 4.12 Specific Requirements for Composition of the Education, Research, and Service Committee.

The Education, Research, and Service Committee shall include the non-voting student member of the Board of Trustees and one (1) full-time faculty member of a University of Tennessee institution, both of whom shall serve as voting members of the committee.

 

Section 4.12(a) Appointment of a Faculty Member to the Education, Research, and Service Committee.

The voting faculty member of the Education, Research, and Service Committee shall be selected in a manner determined by the Board and appointed no later than May 31 of each year; shall rotate among the institutions of the University in a manner determined by the Board; shall serve a one-year term, beginning July 1 of the year of appointment and ending June 30 of the succeeding year; and must maintain employment with the University in a full-time faculty status throughout the term.

 

Section 4.13 Appointment of Standing Committees and Committee Chairs.

Except as otherwise provided for the student and faculty members of the Education, Research, and Service Committee, the Board of Trustees shall appoint the members and chairs of the standing committees. Appointments shall be made at the Annual Meeting for a two-year term, beginning July 1 of the year of appointment and ending June 30 of the second succeeding year.

 

Section 4.13(a) Term Limit for Committee Chairs.

No member may serve more than three (3) consecutive terms as chair of the same committee, except upon an affirmative roll-call vote of a majority of the total voting membership of the Board.

 

Section 4.13(b) Filling a Vacancy.

If a vacancy occurs in a committee or chair position prior to expiration of the two-year term, the Chair is authorized to make interim appointments, which shall be subject to confirmation by the Board at its next meeting.

 

Section 4.13(c) Continuation until Successors Appointed.

If appointments or reappointments to the Board of Trustees are pending at the end of the two-year term, standing committee and chair appointments shall continue beyond the end of the term. When the pending appointments or reappointments have been made, the Chair is authorized to make interim committee and chair appointments, which shall be subject to confirmation by the Board at its next meeting.

 

Section 4.13(d) Committee Chair Pro Tem.

The Chair is authorized to appoint a chair pro tem of any standing committee when necessary.