Article IV: Committees
The following committees are established as permanent, standing committees of the Board of Governors:
- Executive Committee: When the Board of Governors is not in session, the Executive Committee shall have the powers of the Board 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 24 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. Concurrence of three members shall constitute action of the Committee.
- Risk Management and Audit Committee: The Risk Management and Audit Committee shall be charged with overseeing the University’s audit, compliance, and risk management operations. Specifically, the Risk Management and Audit Committee shall be responsible for: (i) monitoring external audits; (ii) directing and receiving work of the University’s Internal Auditor; (iii) receiving reports of all NCAA and NJCAA audits; (iv) overseeing the University’s enterprise risk management efforts; and (v) following up on major risk management issues and concerns on behalf of the Board of Governors as a whole. The Risk Management and Audit Committee will receive information and proposed policies from the University’s administration, and discuss and develop recommendations for consideration by the Board as a whole.
- Finance and Facilities Committee: The Finance and Facilities Committee shall be charged with overseeing the University’s financial condition, and ensuring that the University’s budget, fee schedule, assets, infrastructure, and financial obligations are aligned with the University’s strategic objectives. The Finance and Facilities Committee will receive information and proposed policies from the University’s administration, and discuss and develop recommendations for consideration by the Board as a whole.
- Programs and Planning Committee: The Programs and Planning Committee shall be charged with overseeing the University’s strategic initiatives including, without limitation, the University’s academic and co-curricular programs and offerings. The Programs and Planning Committee will receive information and proposed policies from the University’s administration, and discuss and develop recommendations for consideration by the Board as a whole.
Section 2. Appointment of Additional Committees
In addition to the standing committees set forth in Section 1, above, the Chair of the Board of Governors may appoint such other committees as are deemed necessary to the proper conduct of the functions and duties of the Board.
Section 3. Committee Membership
- 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 (3) members and may fill vacancies at any time. The Chair of the Board shall be an ex-officio member 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. Executive Committee members shall hold office until their successors have been duly appointed, and may be reappointed for successive terms.
- Membership of All Other Committees: Except with respect to membership on the Executive Committee, which is governed by Section 3.a., above, membership on all other Board committees shall be appointed by the Chair at the meeting in which officers are elected, or as soon thereafter as reasonably possible. Committee members will be appointed for one-year terms, but shall hold office until their successors have been duly appointed, and may be reappointed for successive terms.
- With the exception of the Executive Committee, membership on Board committees need not be confined to members of 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 4. Committee Powers
Each committee of the Board shall be delegated such authority as set forth throughout this Article IV and/or by specific resolution of the Board as the Board deems appropriate to carry out the objects of such committees. Notwithstanding the foregoing, with the exception of the Executive Committee, whose powers and limitations are set forth in Section 1, above, no committee shall have power to bind the Board to any contractual obligation or to establish policy for the University.
Section 5. Committee Meetings
- Meetings of Board committees will be held as determined by the committee chair. All such meetings will be held in compliance with the Missouri Open Meetings statutes.
- With the exception of the Executive Committee, committees shall be non-voting except that a committee may (i) 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; and (ii) vote to make a recommendation to the entire Board by an affirmative vote of a majority of a quorum as authorized by the Missouri Open Meetings Statutes.
- Committees are intended to 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.
- The vote of any members on any question coming before any Board committee may be taken in person, by telephone, or by email.