Article IV: Committees
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.
Section 2. Committee Membership
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.
Section 3. Committee Powers
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, except in the case of the Executive Committee whose powers and limitations are outlined in Section 5, below.
Section 4. Committee Meetings
- Meetings of such appointed committees will be held as determined by the committee chair. All such meetings will be held in compliance with the Missouri Open Meetings statutes.
- Committees shall be non-voting except that a committee may vote to close its meeting by an affirmative public vote of a majority of a quorum of the committee as authorized by the Missouri Open Meetings Statutes.
- Committees, except the Executive Committee, shall be appointed by the Chair at the meeting in which officers are elected, or as soon thereafter as reasonably possible, for one-year terms and shall hold office until their successors have been duly appointed, and may be reappointed for successive terms. Such committees will receive information and proposed policies from the administration, and discuss and develop suggestions for the Board as a whole. Matters shall be presented to the Board as a whole through the respective Vice-President/Provost as an agenda item for consideration of the Board at a regularly or specially called Board meeting. Committees will provide an opportunity for members of the administration and Board of Governors to engage in review and analysis that would normally not be practical within the constraints of a meeting of the Board as a whole, and will thus serve to both expedite and facilitate the meeting of the Board as a whole.
Section 5. Executive Committee
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. No later than twenty-four hours prior to the Executive Committee meeting, all action items shall be listed on the Executive Committee agenda with sufficient specificity to notify all Board members of the matters to be taken up at the meeting. Any voting member of the Board of Governors may remove an item from the Executive Committee agenda and have that item considered by the entire Board by notifying the Chair of the Board or the Secretary of the Board prior to the commencement of the Executive Committee meeting. If an item is not specifically listed on the agenda, no action will be taken at the Executive Committee meeting. 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.