Article V: Committees
Section 26: The Executive Committee shall consist of not fewer than six Trustees. In addition, the President and the Chair of the Board, so long as each shall hold such office, shall each be a voting member of the Executive Committee and in the case of the President shall be an ex officio voting member. The Executive Committee shall, in the intervals between meetings of the Board, have responsibility over the general management of the College to the extent permitted by law and the articles of organization of the College, including, without limitation, the power to fill any vacancy in the Executive Committee, the faculty, the administration or the officers of the College except for vacancies in the position of President. Notwithstanding the foregoing sentence, the Executive Committee may not amend the bylaws or remove the President or any Trustee. The Executive Committee shall make a report of all actions taken by it on behalf of the Board as promptly as possible following the taking of such actions. The Executive Committee shall recommend to the Board candidates for honorary degrees.
Section 27: The Finance Committee shall have general oversight of the finances of the College and the receipt and disbursement of funds, except for the funds and investments subject to the supervision of the Investment Committee. The Finance Committee shall be responsible, in consultation with the President and the Vice President for Finance and Administration and Treasurer, for making recommendations to the Board with respect to the College's overall financial condition, including recommending the annual operating and capital budgets. The Finance Committee shall supervise and direct, in consultation with the President, the work of the Vice President for Finance and Administration and Treasurer as provided in Section 44 below. The Chair and the Vice Chair, if there is one and if a Trustee, of the Investment Committee shall be members of the Finance Committee.
Section 28: The Investment Committee shall consist of up to thirteen (13) members selected by the Chair of the Investment Committee in consultation with the Nominating & Governance Committee. In addition to the Chair who shall be a Trustee elected by the Trustees, one of the other thirteen members must be a Trustee elected by the Trustees. All other members of the Investment Committee, including the Vice-Chair, if there is one, may or may not be Trustees. In addition to the thirteen members, the Chair of the Finance Committee shall be an ex officio member of the Investment Committee and the Vice President for Finance and Administration and the Treasurer shall be a non-voting member of the Investment Committee. Each member of the Investment Committee shall serve an initial term of five years and at the conclusion of such initial five-year term may be re-elected to serve one additional term not to exceed five-years. Members who have served on the Investment Committee for two consecutive five-year terms shall be ineligible for re-election for a period of one year following their second five-year term. Four members of the Committee plus the Chair shall represent a quorum for the transaction of business.
The Investment Committee shall have supervision over the investment and reinvestment of the funds of the College (other than cash used for the day to day operations of the College), including, without limitation, endowment assets, and shall have the authority to approve or to disapprove investments, and to retain such investment managers, consultants and advisors as it deems necessary to assist it in the proper discharge of its duties. The Investment Committee is authorized to appoint subcommittees, which will serve in an advisory capacity to the Investment Committee.
The Chair of the Investment Committee shall report
- regularly to the Finance Committee and the Board of Trustees on the endowment assets and
- at least annually to the Finance Committee and the Board of Trustees on the policies and practices of the Investment Committee.
Nominating & Governance Committee
Section 29: The Nominating & Governance Committee shall nominate the Term Trustees and review and recommend for approval the Alumnae Trustees. The Nominating & Governance Committee shall develop and oversee a program for the orientation of Trustees. It shall also nominate the officers of the Board and review and recommend committee membership for approval by the Board, including Chair and Vice-Chair designations, except the Nominating & Governance Committee and except members ex officio.
The Committee will be responsible for assessing the composition of the Board, the evaluation of the President of the College and occasional self-assessments of the Board, all in accordance with guidelines adopted by the Board.
The Committee will be responsible for periodic review of the bylaws and for recommending bylaw amendments to the Board.
The Chair of the Finance Committee shall be a member ex officio of the Nominating & Governance Committee for the purposes of setting the compensation of the President and reviewing the compensation of the senior officers of the College. When undertaking these responsibilities, this group serves as the Board’s compensation/evaluation committee.
Section 30: The Education Committee shall have general supervision over all matters pertaining to the educational activities and policies of the College, and during the periods between meetings of the Board of Trustees shall represent the Board in dealing with such educational matters as may arise. It shall receive and examine all reports submitted to it with respect to the curriculum, the departments of instruction, and an annual review of academic salaries. It shall receive and examine all recommendations submitted to it with respect to appointments or promotions to the rank of professor or associate professor, including administrative officers, and appointments or promotions which involve the right of tenure of the appointee.
In general, initiation of educational policy shall rest with the Faculty; but whether initiated by the Faculty or by the Board of Trustees, changes of a major nature in the academic functioning of the College shall require consultation between the Faculty and the Trustees, unless there be agreement between the two bodies.
Student Affairs Committee
Section 31: The Student Affairs Committee shall have general oversight over the non-academic life and activities of the students and of the policies of the College pertaining to same. In carrying out its function, the Committee shall consult with such officers of the College as it deems appropriate.
The Committee shall also meet from time to time with the Student Government Association’s Student Conference Committee to promote mutual understanding between students and Trustees, and to consider questions related to student life that either the students or the Trustees shall bring to this meeting. The Committee shall also meet from time to time with the Faculty's Advisory Committee on Multicultural Community and College Life.
Section 32: The Conference Committee shall meet with a similar committee appointed by the Faculty at least once each year. The two when so meeting shall constitute the Joint Conference Committee. It shall be the duty of the Conference Committee, as well as of the Joint Conference Committee, to promote mutual understanding and a spirit of cooperation between the Faculty and the Board of Trustees, and to that end to consider any question of an educational character, or any other question affecting the general welfare of the College, that the Trustees or the Faculty may bring before said committee. The conditions under which the Faculty may present such questions to the Trustee Conference Committee or to the Joint Conference Committee for discussion and recommendations to the Board, and the procedure therefore, shall be fixed by faculty legislation and shall be subject to the approval of the Board.
Section 33: The Advancement Committee shall have general supervision over all matters relating to the fund-raising activities of the College. It shall be responsible for promoting current and deferred gifts for endowment and other capital purposes as well as increasing the income of the College through annual giving.
College Relations Committee
Section 34: The College Relations Committee shall have generalsupervision over all matters pertaining to the marketing, communications, enrollment, and public relations activities of the College. The Committee shall have general oversight of the College's relationships with important constituencies such as the Alumnae Association, the Mount Holyoke College Art Museum Advisory Board, the Town of South Hadley, the federal government, and state and local governments. In all efforts relating to the alumnae of the College, it shall coordinate its activities with those of the Alumnae Association.
Section 35: The Audit Committee, consisting of no fewer than three members, one of whom is a member of the Finance Committee, shall recommend auditors to the Board and shall receive their report. Upon the recommendation of the Audit Committee, the Board of Trustees shall appoint annually independent certified public accountants to perform an audit of all the financial records of the College. Such accountants' examination shall be made in accordance with generally accepted auditing standards, and their report to the Board of Trustees shall include their opinion or certificate concerning the financial record and statements of the College.
The Audit Committee will be notified of the decision on the part of the administration not to defend and indemnify any employee, volunteer, student or other party against whom a legal claim is made as a result of the individuals work or service to the institution, as outlined in Section 54. Such notification may be done at its regular meeting or at a special meeting at the discretion of the Committee Chair.
Five Colleges and Technology Committee
Section 36: The Five Colleges and Technology Committee shall review, recommend, and provide counsel on Five Colleges strategies and directions and Mount Holyoke’s participation in the Consortium. The Five Colleges and Technology Committee shall have general oversight of matters pertaining to Mount Holyoke’s information technology strategy and direction, providing counsel on technologies with implications for teaching, learning, administration, and educational outreach.
Institutional Risk Committee
Section 37: The Institutional Risk Committee shall have general oversight of matters pertaining to risk management and government compliance, including, without limitation, financial, legal, compliance and operational risks and risks concerning the College’s reputation and ethical standards. The Committee shall assist the Board and the Audit Committee in overseeing the risk management activities of the College including risk assessment, insurance, and claims and advise the Board with respect to the institutional risk management framework of the College. In performing this oversight, the Institutional Risk Committee shall, among other things, review the College’s guidelines and policies that govern the process for assessing and managing institutional risk and conflicts of interest, including, without limitation, with respect to personnel, student activities and behavior, information technology security and risk, crisis management and financial management.
--Amended and Restated By Vote of the Board of Trustees October 27, 2012