The purpose of the Executive Committee is to discharge the responsibilities of the Board of Trustees and act upon any matter within the jurisdiction of the Board, except to grant degrees or to make removals from office. Any such determinations and actions shall be the determinations and actions of the full Board and shall be reported to the full Board at its next meeting.
Review of Charter
This charter shall be reviewed and reassessed by the Executive Committee at least annually, and any proposed changes shall be submitted to the Board of Trustees for approval.
As defined in the Bylaws of the University, the Executive Committee is composed of the Chair of the Board (to serve as Chair), the Vice Chair of the Board (to serve as Vice Chair), the Secretary of the Board, the President of the University, the Chair of each standing committee, any Past Chairs of the Board who remain active members of the Board shall constitute the Executive Committee of the Board. A quorum of any meeting of the Executive Committee shall consist of a majority of its voting members.
The Secretary of the Corporation or his/her designee shall serve as staff to the Committee.
Meetings shall be held in conjunction with regularly scheduled meetings of the Board, or as deemed necessary by the Chair of the Committee. Meetings may be in person or telephonic and the Chair shall present any findings or recommendations to the full Board of Trustees.
Agenda, Minutes and Reports
The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees.
Roles and Responsibilities
The Executive Committee’s primary responsibilities are to:
- Subject to the provisions of these Bylaws, exercise all powers of the Board of Trustees in the interim between meetings of the Board;
- Monitor the performance of the President and determine all elements of compensation and other financial benefits for the President;
- Recommend candidates for the Board of Trustees in accordance with the Bylaws of the University;
- Exercise oversight of the management of the investment assets of the University and its affiliated entities;
- Appoint such other committees, subcommittees, task forces, and similar groups which may be made up of members selected from Trustees, officers, alumni, students, and friends of the University, which shall include at least one Trustee, and with appropriate powers and duties as may be deemed necessary and proper by the Executive Committee;
- Coordinate the activities of the other standing committees and serve as a forum for the consideration of significant institutional issues and priorities that transcend the jurisdiction of the other standing committees of the Board;
- Serve as a conflict of interest committee to review potential conflicts of interest of the Trustees;
- Provide a sounding board to the President, serving as a source of ready advice on executive decisions;
- Monitor Board and staff issues and oversee/conduct investigations if required related to values, ethics, and conflicts of interest;
- Conduct an annual evaluation of the Committee’s performance;
- Report to the Board at each meeting on Committee activities; and
- Review annually the Executive Committee Charter and recommend any changes to the Board.
The foregoing is a full, true and correct copy of the Charter passed and adopted by the Board of Trustees of Kettering University at a meeting thereof held on the 7th day of December 2012.