The Chair of the Board of Governors shall appoint such committees deemed necessary to the proper conduct of the functions and duties of the Board.
Membership on such committees need not be confined to membership on the Board. The Chair of the Board and the President of the University shall be ex officio members of all committees of the Board.
Each such committee shall be delegated such authority by resolution of the Board as the Board deems appropriate to carry out the objects of such committees, but in no event shall have power to bind the Board to any contractual obligation or to establish policy for the University. Each committee shall be subject to the Board's control and direction.
The Board Member selected to be Chair of the Board for the next calendar year, subject to the approval of the Board, shall appoint from the Board an Executive Committee of three members and may fill vacancies at any time. The Chair of the Board shall be a member ex-officio of the Committee and may vote in the absence of any one of the Committee members. Such Executive Committee members shall be appointed and approved at the meeting in which officers are elected, or as soon thereafter as reasonably possible, for one-year terms, beginning January 1st of the following year, and shall hold office until their successors have been duly appointed, and may be reappointed for successive terms. When the Board of Governors is not in session, the Executive Committee shall have the powers of the Board of Governors to take such action as the Executive Committee may deem to be in the best interests of the University, provided, however, that such action shall be in accord with the provisions of these Bylaws, and not in conflict with the standing rules and regulations of the Board. A complete record of all actions of the Executive Committee shall be kept by the Secretary of the Board, and a copy of such records shall be submitted to each member of the Board monthly. Actions of the Executive Committee may be ratified, approved or modified at the next regularly scheduled meeting of the Board, but any modification thereof shall be prospective only. The vote of any members on any question coming before the Committee may be taken in person, by telephone, email or letter. Concurrence of three members shall constitute action of the Committee.