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  Cornell University

The University Faculty

Office of the Dean

Article III. Committees

1. Committees

(a) The committees of the Board of Trustees shall be the Executive Committee, the Committee on Academic Affairs, the Committee on Student Life, the Investment Committee, the Audit Committee, the Finance Committee, the Committee on University Relations, the Buildings and Properties Committee, the Committee on Board Composition and Governance, the Committee on Alumni Affairs, the Committee on Development, and the Committee on Compensation. In addition, as specifically provided in these Bylaws and subject to the superintendence of the Board of Trustees, two separate Board of Overseers are established, one shall be responsible for oversight of the affairs of the Medical College, and the other shall be responsible for oversight of the affairs of Cornell NYC Tech; and such subordinate boards shall have such powers, duties, and membership as the Board of Trustees may determine from time to time and as set forth in resolutions that shall be appended to these Bylaws. When specifically authorized by these Bylaws, the Board may elect emeritus trustees, overseers, and nontrustees to serve as nonvoting members of committees of the Board. Any of such committees may invite nontrustees to attend meetings on an ad hoc basis as advisors or auditors.

(b) The committees and the two Boards of Overseers shall exercise such responsibilities as authorized by these Bylaws or other action by the Board, including those powers reasonably incidental to the implementation of the powers so delegated. The designation of such committees and such subordinate boards and the delegation thereto of authority shall not alone relieve any trustee of the fiduciary duties set forth in Section 717 of the Not-for-Profit Corporation

(c) All committees except the Investment Committee shall be reconstituted annually by the Board from its membership. The Investment Committee shall comprise members with terms of three years, with approximately one-third of the membership subject to election year. Members of committees shall be elected from among the trustees and emeritus trustees upon nomination by the Committee on Board Composition and Governance or from the floor, and for terms effective for the following fiscal year. Voting trustees shall constitute a majority of each committee. Unless otherwise provided herein, a majority of voting trustee members shall constitute a quorum. Vacancies in unexpired terms may be filled by the full Board at its next regular meeting and in similar manner.

(d) In reconstituting each committee the Board shall designate a chairperson from among the Trustees who are members of the committee. Such chairperson shall be nominated by the Chairperson of the Board after receiving recommendations from the Committee on Board Composition and Governance.

(e) The Chairperson of the Board and the President of the University shall be ex officio members of all committees except that the President shall not be a member of the Audit Committee.

(f) The committees shall hold regular meetings throughout the year pursuant to schedule or on call, as may be determined by action of the Board or of the respective committees. Special meetings may be called by the committee chairperson, the Chairperson of the Board, the President of the University, or upon the written request of any five members of the committee, addressed to the committee’s secretary. Such committees may take action without a meeting when all committee members consent in writing to the adoption of a resolution authorizing such action. Committee meetings may be held by means of conference telephone or similar communications equipment which allows all members participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Each committee shall appoint a secretary who shall maintain minutes of each of its meetings. A copy thereof shall be filed regularly with the Secretary of the Board.

(g) All committees, except the Executive Committee, shall file written reports with the Board at least annually, such reports being circulated to board members at least ten days prior to the meeting at which they will appear on the agenda for discussion. The Executive Committee shall report at every regular meeting of the Board. At every regular meeting of the Board the agenda shall provide the chairperson of each committee an opportunity for oral report.

(h) Subcommittees and task forces may be established by the Chairperson of the Board, in consultation with relevant committee chairs and with the President, to exercise such specifically authorized responsibilities of the committee as may be deemed appropriate. A written statement indicating the charge and duration or specific purpose of any such subcommittee or task force shall be filed with the Secretary of the

The Chairperson of the Board (in consultation, where appropriate, with the chair of a parent committee) shall appoint a person to serve as chair of the subcommittee or task force. Subcommittee or task force membership may include emeritus trustees or nontrustees as nonvoting members. A majority of the voting membership of the subcommittee or task force shall constitute a quorum.

2. Executive Committee

(a) The Executive Committee shall consist of the Chairperson and Vice Chairpersons of the Board, the President of the University, and the Chairpersons of the two Boards of Overseers, each ex officio, together with trustees and emeritus trustees to be elected by the Board pursuant to Section 712 of the Not-For-Profit Corporation   A majority of the voting membership of the Committee shall constitute a quorum.

(b) Budget and Finance: The Executive Committee shall consider  the annual plan of financial operation for the University, except the Medical College and the Graduate School of Medical Sciences, as prepared by the President and reviewed by the Finance Committee.  The Executive Committee shall transmit such plan, together with its recommendations thereon, to the full Board for final action prior to the commencement of each fiscal year.

The Committee shall review and approve a plan to provide for the appropriate custody and control of the University’s funds, securities, real estate, deeds  and other documents of title or obligation, and interests in any inter vivos and testamentary estate, together with a plan for the proper safekeeping thereof, as presented by the President from time to time.

(c) Personnel. The Executive Committee shall fix and adjust the salary of the President from time to time. At least every five years the Committee shall evaluate the performance of the President and shall advise with the President thereon. At the same time the Committee shall invite the President’s comments concerning the membership, leadership or any other aspect of the Board. The Committee shall report to the Board concerning such matters, as appropriate.

The Committee shall elect all vice presidents, as defined in Article VI, all upon recommendation of the President; and shall elect the deans, directors and other heads of the colleges, schools or other academic units specified in Article I of these Bylaws, all upon recommendation of the Provost or Provost for Medical Affairs, as appropriate, and with the concurrence of the President. The Committee, on recommendation of the President, shall prescribe the duties of such officers. The Committee, on recommendation of the President, shall adjust the salaries of such persons except as this responsibility has been delegated to the Board of Overseers of the Medical College by the Governance Resolution for the Medical College and Graduate School of Medical Sciences of the Board of Trustees.

The Committee also shall provide policy oversight regarding compensation, retirement, fringe benefits, affirmative action programs, grievance procedures and similar employment practices for all University personnel.

(d) Interim Powers. Between meetings of the Board of Trustees, the Executive Committee may exercise the powers of the Board in all matters except those which, pursuant to law or these Bylaws, require action by the full Board.

(e) All proceedings of the Executive Committee shall be recorded in minutes which shall be submitted regularly to the Board.

3. Committee on Academic Affairs

(a) The Committee on Academic Affairs shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees and emeritus trustees to be elected by the Board. A majority of the voting membership shall constitute a quorum.

(b) It shall be the responsibility of the Committee to advise the Board on educational policy and the academic programs of the University with the exception of the Medical College, unless otherwise noted. This responsibility shall be carried out by:

(i) Reviewing the    long-range     academic    goals    of    the University

(ii) Keeping the Board informed and advised concerning the
educational implications of:

(a) Recommendations for  establishing  new  programs and degrees or the termination or substantial reduction of academic programs including degree programs for the Medical College.

(b) Financial decisions which would have substantial impact on educational policy or programs.

(iii) Keeping the Board informed and advised concerning the University’s recruitment, admissions, and financial aid policies and procedures

(iv) Considering the role and responsibility of the University as the land grant institution for the State of New York, including matters of outreach and extension.

(v) Keeping the Board appraised of matters related to the research mission of the University.

(vi) Reviewing periodically faculty appointment, promotion, tenure, and dismissal policies.

(vii) Approving the appointments of faculty to named chairs.

(viii) Electing faculty who are deemed qualified for appointment
for an indefinite term.

(ix) Considering such other matters of academic import as  the
Board or the President may request.

(c) The Committee on Academic Affairs shall meet jointly with the Committee on Student Life as necessary, but at least once each year, to consider items of importance to both committees. Such issues may include, for example, advising/mentoring, civic engagement/public service, diversity, the first year experience and the living/learning initiative.

4. Committee on Student Life

(a) The Committee on Student Life shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees and emeritus trustees to be elected by the Board. A majority of the voting membership shall constitute a quorum.

(b) It shall be the responsibility of the Committee to advise the Board on policy and programs of the University at Ithaca as they relate to aspects of the student experience that are not purely academic. This responsibility shall be carried out by:

(i) Reviewing the long-range goals of the Division of Student and Campus Life, and its individual units, and other units of the University involved with aspects of the student experience that are not purely academic, as appropriate.

(ii) Reviewing policies of the university that relate to student health and welfare.

(iii) Reviewing policies  of  the  university  that  relate  to     the residential life of students.

(iv) Reviewing policies of the university that relate to the extracurricular activities of students, intramural and intercollegiate athletics.

(v) Reviewing policies of the university that relate to the development and support of the student community as a whole, including matters of student self-government.

(vi) Reviewing any other key policies of the university, and other matters of import that relate to aspects of the student experience that are not purely academic.

(c) The Committee on Student Life shall meet jointly with the Committee on Academic Affairs as necessary, but at least once each year, to consider items of importance to both committees. Such issues may include, for example, advising/mentoring, civic engagement/public service, diversity, the first year experience and the living/learning initiative.

5. Investment Committee

(a) The Investment Committee shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees, emeritus trustees, and nontrustee members to be elected by the Board. The presence of three voting trustee members shall constitute a quorum.

(b) The Committee shall determine investment policy, objectives, and guidelines for the University. The Committee shall allocate assets between classes of investments and shall generally supervise management of the University’s assets available for investment and the investment office, consistent with the provisions of Article XII of these Bylaws.

6. Audit Committee

(a) The Audit Committee shall consist of trustees, emeritus trustees, and designated overseers to be elected by the Board, none of whom may simultaneously be a member of the Investment Committee, together with the Chairperson of the Board as an ex officio member. A majority of the voting membership shall constitute a quorum.

(b) The Committee shall oversee the adequacy of the University’s system of internal controls, financial reporting practices, and administration of the University’s policy on conflicts of interest. The Committee shall recommend to the  Board the names of certified public accountants for appointment as auditors to examine the accounts of the University, receive and study the reports of such auditors as may be appointed by the Board, and make its report and recommendations thereon to the Board  at the first regular meeting in the next following fiscal year.

(c) The Committee shall meet with representatives of the appointed certified public accountants prior to the annual audit to confirm the general scope and procedures of the audit and discuss areas where the Committee may desire specific emphasis. The Committee also shall meet regularly with the University Auditor to  discuss the scope of internal audit activities, review findings and recommendations, and discuss areas where the Committee may desire specific emphasis.

(d) The Committee periodically shall meet separately and individually with the University Auditor, the certified public accountants, and one or more University financial officers to discuss such matters as shall be deemed appropriate by any party.

(e) The Committee shall have the authority to engage independent counsel or other advisors, as it deems necessary to undertake investigations within the scope of its duties.

7. Finance Committee

(a) The Finance Committee shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees as may be elected to the Committee by the Board from time to time. A majority of the voting membership shall constitute a quorum.

(b) It shall be the responsibility of the Committee to advise the Board on financial policies and practices that have a significant financial impact on the University’s operations, including in particular policies and practices pertaining to the following:

(i) Endowment spending.

(ii) Gift and capital expenditure commitments regarding the renovation and construction of capital facilities.

(iii) Debt obligations  including  the  types  of  debt instruments used.

(iv) The appropriate mix of assets and liabilities in the  balance sheet.

(v) The allocation  of  reserves  for  future  replacement and
renewal of University assets or to cover future liabilities such as post retirement  employee benefits.

(vi) The allocation of resources for student financial aid and the balance between tuition and financial aid increases.

(vii) Personnel salary and benefit plans and forecasts.

(c) The Committee shall consider the annual plan of financial operation for the University and shall transmit such plan, together with its recommendations thereon, to the Executive Committee prior to the commencement of each fiscal year.  When the plan has been approved by the full Board, the Committee  shall monitor the administration thereof by the President and executive staff throughout the fiscal year.

(d) The Committee    shall    regularly    review    multi-year    financial operating and capital plans as prepared by the Administration and report the same to    the Board, through the Executive Committee, together with the Finance Committee’s comments thereon, giving attention to a proper balance between the University’s current and long-term financial needs.

8. Committee on University Relations

(a) The Committee on University Relations shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees and emeritus trustees to be elected by the Board. A majority of the voting membership shall constitute a quorum.

(b) The Committee shall advise the Board on the University’s relationships with federal, state, and local governmental entities, including the State University of New York and with other departments and agencies of the State.

9. Buildings and Properties Committee

(a) The Buildings and Properties Committee shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees and emeritus trustees to be elected by the Board. A majority of the voting membership shall constitute a quorum.

(b) The Committee shall have policy responsibility for the University’s Ithaca and Geneva campus real estate (excluding such property held for investment purposes) and physical plant, including maintenance thereof, alterations thereto, and the provision of utilities. It shall receive regular reports from the Administration concerning noninvestment real estate and physical plant. The Committee shall report to the Board of Trustees thereon at least annually.

(c) Within limits established by the Board from time to time, and within funding approved by the Executive Committee, the Committee shall superintend noninvestment real property transactions, approve all projects for construction of new physical plant and maintain general policy supervision over such projects. It shall be the responsibility of the Board, or the Executive Committee on behalf of the Board, to approve the need and location for new physical plant and provide funding therefor.

10. Committee on Board Composition and Governance

(a) The Committee on Board Composition and Governance shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with trustees and emeritus trustees to be elected by the Board. The chairperson shall be elected from among the Committee’s elected members. Members of the Committee shall recuse themselves from any discussion regarding their own continuing tenure on the Board of Trustees. A majority of the voting membership shall constitute a quorum.

(b) The Committee regularly shall assess the Board’s membership needs to assure a membership best able to govern the University. Among other considerations, this assessment shall seek a diversity of individual background and experience and of personal characteristics (e.g., age, sex, geographic or ethnic background). Based on this assessment, the Committee shall develop and maintain a confidential list of potential candidates for Board membership.

In developing such list, the Committee shall follow regular procedures established for the purpose. It shall coordinate its activities with the Alumni Trustee Nominating Committee and shall seek the views of the University’s various internal and external constituencies as to potential nominees.

(c) The Committee shall nominate candidates from such list to fill vacancies among the trustees-at-large, nominating at least one candidate for each vacancy. Such nominations shall be filed with the Office of the Secretary in writing or  by telegraph not less than twenty days before the meeting at which the election is to be held.

(d) Before inviting a trustee to stand for reelection, the Committee shall evaluate his or her performance as to attendance at and participation in meetings, fulfillment of Committee assignments and overall participation in the activities of the Board. It also shall take into account a reasonable rotation of Board membership. In implementing this rotation, the Committee shall do so in a manner which will assure continuity and effective leadership of the Board.

(e) The Committee shall nominate Board members to serve as Chairperson and Vice Chairpersons of the Board and to serve on committees of the Board. The Committee shall recommend to the Chairperson of the Board trustees to be nominated for the chairmanship of committees.

In making nominations to such offices and committees, the primary considerations shall be ability, experience and interest. Other considerations  shall include a reasonable rotation of leadership and committee assignments and a fair distribution of workload among the membership.

(f) The Committee shall provide for the orientation of new members as to the organization and functions of the Board, responsibilities of individual trustees, the organization and functions of the University’s administrative staff and the overall mission of the University.

(g) The Committee shall be responsible, on an ongoing basis, to review and advise the Board of Trustees with regard to the governance of the Corporation, including the structure, composition and responsibilities of the Board and of its officers and subordinate bodies, and the allocations of authority among them. Such reviews shall occur in response to a request of the Board or of the Executive Committee and, as the Committee considers necessary and appropriate, at the Committee’s own initiative or as requested by any other committee or by any individual trustee. The Committee’s advisory authority as set forth herein shall extend to the Corporation’s Charter and Bylaws.

11. Committee on Alumni Affairs; Committee on Development

The Committee on Alumni Affairs and the Committee on Development shall consist of the Chairperson of the Board and the President of the University, each ex officio, together with such number of trustees, emeritus trustees and nontrustees as may be elected to the Committee by the Board from time to time. The Committee on Alumni Affairs shall provide policy guidance to the Administration with respect to alumni activities and related public affairs matters. The Committee on Development shall provide policy guidance to the Administration with respect to fund raising activities. It shall also review and approve proposed naming of buildings, rooms and roads, and establish minimum levels of endowment funds for the Ithaca Campus. A majority of the voting membership shall constitute a quorum for each Committee.

12. Committee on Compensation

(a) The Committee on Compensation shall consist of the Chairperson of the Board, the Vice Chair(s) of the Board, the Chair of the Executive Committee, the Vice Chair of the Executive Committee, and the President of the University and such other members of the Executive Committee the Board may elect. A majority of the voting membership of the Committee shall constitute a quorum.

(b) The Committee on Compensation shall fix and adjust the annual compensation of those employees of the University whose compensation exceeds the authority granted to the President, the Provost, and the Provost for Medical Affairs. The Executive Committee shall approve the compensation of all officers of the corporation, vice presidents and Deans upon initial hire; and the Executive Committee shall adjust the compensation of all Officers of the Corporation, upon recommendation of the Compensation Committee, as defined in Article VI. The President of the University will not be present during the Committee’s deliberation and determination of the President’s annual compensation adjustment.

(c) All proceedings of the Committee on Compensation shall be recorded and maintained by the Vice President for Human Resources and a copy will be kept on file with the University Secretary.

Last Updated: October 1, 2017 at 10:00 am