Amended Bylaws of Drake University
ARTICLE VII
COMMITTEES OF THE BOARD OF TRUSTEES
Section 1 – There is an Executive Committee and there are ten Standing Committees of the Board. The Standing Committees are Academic Affairs; Athletic Affairs; Audit; Board Affairs; Building and Grounds; Business, Finance and Investments; Compensation; Enrollment; Institutional Advancement; and Student Life.
Section 2 – Committee members shall be appointed by the Chair pursuant to Article IV, Section 1. All Committees shall include at least three Trustees (excluding ex officio members). Except as provided in these Bylaws, the Chair and the President shall be ex officio voting members of all Committees. Except where otherwise provided in this Article, additional non-Trustees may be appointed to the Committees by the Chair. A majority of the members, which shall include at least a majority of the Trustees appointed to the Committee shall be necessary and sufficient to constitute a quorum for the transaction of the business of a standing Committee. However, no action taken by a Committee shall be effective unless approved by a majority of all members of the Committee in attendance and a majority of the Trustees in attendance at that meeting.
Section 3 – The Board may, in its discretion, establish additional standing or ad hoc committees for the discharge of particular duties.
Section 4 – The Executive Committee – The Executive Committee shall be chaired by the Chair of the Board and shall include all Vice Chairs and the President. The Executive Committee is empowered to provide general supervision of the administration and property of the University between meetings of the Board, except that, unless specifically empowered by the Board to do so, it may not take any action inconsistent with a prior act of the Board, award degrees, alter Bylaws, locate permanent buildings remove or appoint the President, or take any other action which has been reserved by the Board.
The Executive Committee shall meet when called by the Chair. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. Minutes of the meetings of the Executive Committee shall be taken and shall be distributed promptly to each member of the Board following each Executive Committee meeting.
Section 5 – Academic Affairs Committee – The Academic Affairs Committee shall, in cooperation with the chief academic officer of the University, study and appraise the quality of academic programs, recommend desirable short and long range academic goals, review policies affecting the faculty of the University, advise the Business, Finance, and Investments Committee on the specifications and requirements for financing the academic programs, and make such reports and recommendations to the Board relative to the foregoing as may be necessary. The Academic Affairs Committee shall also review university-wide retention efforts and recommend strategies to improve student retention.
Section 6 – The Athletic Affairs Committee – The Athletic Affairs Committee, with the assistance of the Director of Athletics, shall review the status, actions, programs, policies, and plans for the future of the Department of Athletics. In the course of performing its review function, the committee may request and receive reports from the Department of Athletics and other appropriate sources as to: (1) the Department’s adherence to and compliance with the University’s policies and institutional goals, NCAA policy, Title IX, and any other applicable regulations, (2) the integration of student athletes into the student life of the University, the academic performance of the student athletes, and adherence to the standards of excellence and integrity by student athletes and teams in accordance with the institutional goals of the University, and (3) such other matters as the committee or the Board may deem necessary. The committee shall report on a regular basis and make recommendations, if any, to the Board.
Section 7 – Audit Committee – The Audit Committee shall assist the Board in its oversight of its financial and fiduciary responsibilities, specifically related to: the integrity of the University’s financial statements; the University’s compliance with legal and regulatory requirements; the independent auditor’s qualifications, independence and performance; the University’s system of internal controls and risk management; and the performance of the University’s internal audit function.
In general, the Audit Committee responsibilities include: overseeing the audit process; reviewing the external auditor’s report and management letter with the auditors and management; nominating the independent auditor for confirmation by the Board; assessing the adequacy of internal controls and risk management systems; selecting and directing the internal auditor(s); monitoring trustee conflicts of interest; and monitoring significant legal actions of the University.
In exercising oversight of these areas, the Audit Committee will consist of at least one designated financial expert. The President shall not be an ex officio member of the Audit Committee, but may, upon invitation of the Committee, attend any meeting. A portion of each meeting with the external auditors and/or internal auditors shall be held without any member of management present.
Section 8 – Board Affairs Committee – The Board Affairs Committee shall develop and administer a program of orientation for newly elected Trustees and develop procedures to impress upon Trustees their responsibility to be advocates of the University. It shall regularly administer the Self-Study questionnaire to Trustees and key administrators, and evaluate the results. The Board Affairs Committee shall monitor and evaluate attendance at meetings and adopt measures for improvement of attendance. It shall enlist and educate Trustees to better enable them to carry out their individual and corporate responsibilities. It shall consider and recommend practices that establish and increase the "value" of Board membership to individuals, including training members. It shall adopt factors for evaluation of new or continuing Trustees to be submitted and approved by the Board and reviewed annually at the time of nomination. It shall report to the Board at the annual meeting and otherwise as circumstances dictate.
The primary responsibility of the Board Affairs Committee is to ensure that the Board is at all times a diverse body of deeply committed men and women having the ability to build, promote, and govern Drake University as an institution of the first rank. To this end, in considering members for retention, the Committee will formally review the performance record of each member annually with an emphasis upon attendance and participation. Other criteria to be included in the process of formal review: advocacy for the University, committee service, residence location, financial support, efforts at obtaining financial support, areas of expertise and interest, and years of Board and other service to the University. All of the above factors shall be considered in evaluating prospective Trustees and those seeking re-election.
Section 9 – Buildings and Grounds Committee – The Buildings and Grounds Committee shall, with the assistance of the chief financial officer of the University, develop and regularly review the campus physical master plan and the construction of and major renovations or alterations to buildings and other properties of the University, and make recommendations in these areas to the Board.
Section 10 – Business, Finance, and Investments Committee – The Business, Finance, and Investments Committee shall, with the assistance of the chief financial officer of the University, review annual operating and capital budgets, monitor insurance programs and policies, budget for the annual maintenance of and improvements to campus buildings and grounds, and make recommendations in all these areas to the Board of Trustees. The Business, Finance, and Investments Committee shall also periodically develop, review and recommend for the Board’s approval a Statement of Investment Policies, which establishes benchmarks, performance objectives and asset allocation targets for the Endowment and shall regularly report investment results.
Section 11 – Compensation Committee – The Compensation Committee shall review and evaluate annually the performance of the President and authorize normal and customary adjustments to the compensation of the President as may be appropriate. However, any material changes in salary and benefits or other contractual arrangements for the President must be recommended by the Compensation Committee and approved by the Board. The Committee shall also review and advise the President on the performance and compensation for the Provost, Vice Presidents and any other executive officers of the University reporting directly to the President.
Section 12 – Enrollment Committee – The Enrollment Committee, with the assistance of the Dean of Admission, Dean of Student Financial Aid Services, and the Director of Admission and Financial Aid for the Law School, shall review and recommend marketing strategies related to University enrollment at all levels including undergraduate and graduate students and traditional and nontraditional students.
Section 13 – Institutional Advancement Committee – The Institutional Advancement Committee shall, with the assistance of the chief institutional advancement officer of the University, review and recommend policies related to fundraising, University communications, marketing and public relations, government and external relations, special programs for external constituents and other institutional advancement programs which are necessary to enable the University to achieve its advancement goals. It shall be the responsibility of this Committee to design and provide leadership of programs to secure the necessary operating and endowment funds, as well as the resources required for capital expansion and improvements. It shall regularly report on its activities to the Board.
Section 14 – Student Life Committee – The Student Life Committee shall, with the assistance of the chief academic officer and the chief student affairs officer of the University, review policies affecting admissions, financial aid, residential policies, placement services, student health care and counseling, and student activities. It shall report and make recommen-dations on policies affecting student life to the Board as may be necessary.