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Brown University

CORPORATION STATUTES

I. General Information Regarding the Standing Committees of the Corporation
II. Terms of Office

Charges of the Standing Committees of the Corporation
- Academic Affairs
- Budget & Finance
- Campus Life
- Advancement
- Facilities & Design
- Investment
- Audit
- Advisory & Executive
- Trustee Vacancies
- Nominating
- Senior Administration

CORPORATION STATUTES

I. General Information Regarding the Standing Committees of the Corporation

A. Qualification for Membership

Only current members of the Corporation may serve on a standing committee of the Corporation, with the exception of the Committee on Facilities & Design and the Committee on Investment, both of which may include, at the discretion of the Corporation, members who are not current Trustees or Fellows.

Current members of the Corporation must serve on one - and only one - of the following four committees: Academic Affairs, Budget & Finance, Campus Life and Advancement. The Chancellor and President are ex officio members of each of these four committees. The Vice Chancellor, Treasurer, Secretary, and Chair of the Nominating Committee will each serve on two of these four committees.

A member of the Corporation may serve on no more than three standing committees of the Corporation and Advisory Councils at any time.

B. Terms of Committee Service

Members shall be elected by the Corporation, on recommendation from the Nominating Committee, for staggered terms of three years each, beginning July 1 and ending June 30. Committee members may, at the discretion of the Corporation, be reappointed for a second consecutive three-year term. Following the conclusion of six years of consecutive service on a committee, the retiring members shall be normally be ineligible for reelection to the committee for one year.

C. Appointment of Committee Chairs

A chair and vice chair of each committee shall be designated annually by the Corporation, on recommendation from the Nominating Committee. Members will normally not serve more than six consecutive years as Chair (prior service as a committee member will not count towards the six years of service as Chair). With respect to those committees whose membership is limited to current members of the Corporation, a Chairperson whose term as a Trustee is ending, may, at the discretion of the Corporation, be reelected for a term appointment coincident with their term as Chair, for a period not to exceed six years, whenever such action is deemed to be in the best interest of the Corporation. After completing service as a Chair of a committee, that member will normally be required to leave the committee for a period of at least one year.

D. Reports of the Committee

Each committee shall report annually in writing to the Corporation, on a schedule determined by the Chancellor and the President. Reports shall be in writing (typically three to five pages) and shall be distributed to all current members of the Corporation and placed in the permanent records of the Corporation. Written reports may, at the request of the Chair and at the discretion of the Chancellor and the President, be supplemented by oral reports at a business meeting of the Corporation.

Each committee report shall contain at least the following information:

  • A summary of the work the committee undertook over the past year. This shall include a description of the major agenda items which occupied the committee's time, the challenges and opportunities for the University in the area of the committee's responsibilities, and the recommendations made and actions taken by the committee during that period of time. A brief summary of the committee's interaction with the campus (including senior administration, students, faculty, staff, and, where appropriate, Advisory Council members) shall be included in this section as well.
  • An assessment of the University's performance in the area of the committee's responsibility, including weaknesses and opportunities for improvement, and a forecast of the future challenges and opportunities in this area. Where appropriate, quantitative and comparative data should be included.
  • An assessment of the committee's performance, including a review of how well the committee's goals for the year were achieved and what improvement the committee expects to make.
  • Specific goals for the committee for the next year, which are to be set in consultation with the Chancellor and the President.

E. Staff Support for Standing Committees

Each standing committee of the Corporation shall be staffed by a senior officer of the administration, as designated in the charge of each committee. That officer will be responsible for working with the chair of the committee to prepare agendas, materials communications and reports as well as managing the overall work of the committee.

Each year staff members who are expected to attend committee meetings in their entirety (with the exception of executive sessions) will be designated by the Secretary of the University. Any additional staff attendees will be invited, depending on the agenda, to be present by the committee chair, through the officer who staffs that committee.

Each senior officer who staffs a committee is responsible, in consultation with their chair, to designate a staff person to take minutes of each committee meeting. That staff person should be appropriate in terms of skills and position for the task and to handle the sensitive and confidential information which is discussed at these meetings. Copies of all minutes shall be placed on file in the permanent records of the Corporation.

F. Attendance

Each Corporation member is expected to attend as many meetings of the Corporation as possible, but in any case, at least half of those held during his or her term of office. If the minimum standard of attendance is not maintained over a two-year period and there are no extenuating circumstances, a member may be requested to resign. If a member knows that he or she will be unable to attend meetings for a period, the member may request a leave of absence from the Secretary of the Corporation.

Current Corporation members may (with a few exceptions, such as Senior Administration) attend any committee meeting as a guest. Members attending as a guest will not vote, generally will not participate in deliberations, and will not attend any executive sessions.

II. Terms of Office

A. Alumni and Alumnae Trustees

Pursuant to the agreement between the Corporation and the Associated Alumni of Brown University dated October 17, 1981, as amended:

A trustee elected pursuant to this agreement shall present his or her resignation at the sixth midwinter meeting of the Corporation held after he or she is elected by the Corporation, which resignation shall take effect on the following June 30.

An alumni or alumnae trustee shall not be eligible for renomination by the Alumni until after the lapse of one year from the effective date of his or her resignation.

B. Term Trustees

In accordance with the convention adopted by vote of the Corporation on June 19, 1944, as amended, each person elected to the Board of Trustees upon nomination by the Committee on Trustee Vacancies shall submit a resignation to take effect at the close of a Commencement meeting of the Corporation (by consensus, on June 30), held not more remotely than seven years after the date of his or her election and specified in the report of the Committee after agreement with the nominee. A term of office, whether initial or subsequent, may be shorter than seven years; six years shall be considered the normal term. A person who has served as Term Trustee shall be eligible for reelection, but except in unusual circumstances a subsequent term shall not begin immediately upon expiration of an initial term.

When a Trustee is elected to the office of Chancellor, Vice Chancellor, or Treasurer, he or she shall continue to be a Trustee so long as such office is held and until any later expiration of the term for which the individual was serving as Trustee when elected to said office. No resignation shall be required until both such office-holding and such term as Trustee shall have ended.

C. Fellows

Pursuant to the vote passed by the Board of Fellows at its meeting on May 29, 1981:

That each person elected to the Board of Fellows for a term commencing on or after July 1, 1981, shall be elected for a term of not more than eleven years. A person who has served as a Fellow shall be eligible for reelection, but except in unusual circumstances a subsequent term shall not begin immediately upon expiration of an initial term. Eleven years shall be considered the normal term.

Pursuant to the vote passed by the Board of Fellows at its meeting on October 16, 1981:

When a Fellow is elected to the office of Secretary of the Corporation, he or she shall continue to be a Fellow so long as such office is held and until any later expiration of the term for which the individual was serving as a Fellow when elected to said office. No resignation shall be required until both such office-holding and such term as Fellow shall be ended.

III. Charges of the Standing Committees of the Corporation

Academic Affairs

The Academic Affairs Committee shall consist of the President and the Chancellor, ex officio, and approximately thirteen members of the Corporation, at least three of whom shall be Fellows.

The Committee shall keep itself fully and currently informed concerning the academic affairs of the University and has oversight responsibility for matters pertaining to the Faculty and the programs of teaching and research pursued in the University, including the College, the Graduate School, and the Medical School. It shall advise the President and the Corporation on academic matters pertaining to undergraduate, graduate, and medical education, and may designate such subcommittees as it deems necessary to deal with these and other academic issues.

The specific duties of the Committee include the following:

- The Committee shall pay particular attention to policies and priorities for faculty appointments, promotion, retention, and overall staffing levels, including the quality and diversity of appointments and promotions. The Committee shall recommend on a regular schedule to the full Corporation or the Advisory & Executive Committee the appointment of all members of the Faculty at the rank of Assistant Professor and above, in accordance with the Corporation votes and policies on personnel matters. An assessment of the University's performance in this area shall be included in each written report of the Committee.

  • The Committee shall annually (generally at its October meeting) review comparative data on faculty compensation and report recommendations or concerns as necessary to the Corporation and the Committee on Budget & Finance.
  • The Committee shall receive regular reports from the administration containing assessment information on agreed-upon measures of academic quality.
  • The Committee shall receive and discuss reports developed by external review committees of academic departments, programs and centers and may, as a result, make recommendations to the Board of Fellows on the establishment and review of departments and degree programs.
  • The Committee shall review and advise on matters relating to the division of biology and medicine, including how they affect the University's relationships and agreements with hospitals and other health care institutions.

The Committee shall also oversee the general policies and programs of those departments whose chief function is to provide academic support services, including: College Admission, Computing and Information Services, and the University Library/Media Services.

The Committee on Academic Affairs shall be staffed by the Provost.

Budget & Finance

The Budget & Finance Committee shall consist of the President and the Chancellor, ex officio, and approximately thirteen members of the Corporation.

The Committee shall keep itself fully and currently informed concerning the fiscal affairs of the University and shall advise the President and the Corporation on fiscal matters. The Committee has specific responsibilities for recommending expenditure and revenue budgets each fiscal year, but shall primarily concern itself with monitoring and assessing the long-range fiscal planning and health of the University. It shall be informed in doing so by the work of the Committees on Academic Affairs, Facilities & Design and its Sub-Committee on Real Estate, Campus Life, and Advancement, and the University's overall academic plans and initiatives.

The specific duties of the Committee include the following:

  • The Committee shall, in advance of its February meeting, receive the report of the University Resources Committee and the recommendation of the President regarding the revenue budget of the University for the next fiscal year. The Committee shall endorse or amend those recommendations as appropriate and recommend action to the full Corporation. The Committee shall also advise the Corporation regarding the endowment spending policy.
  • The Committee shall, in advance of its May meeting, receive the report of the University Resources Committee and the recommendation of the President regarding the expenditure budget of the University for the next fiscal year. The Committee shall endorse or amend those recommendations as appropriate and recommend action to the Corporation.
  • The Committee shall, on an annual basis, review and approve the capital plan of the University, and shall recommend - as part of the revenue and expenditure budgets - to the Corporation financing and expenditures for capital projects, including acquisitions. The Committee shall have responsibility for ongoing review of capital expenses, including deferred maintenance and any changes in scope or expense of capital projects, and may receive information from the Committee on Facilities & Design regarding such projects.
  • The Committee shall oversee the University's debt policy and make recommendations to the Corporation regarding changes in debt policy and for the issuance of debt offerings. The Committee shall also monitor and advise the Corporation regarding the University's cash management policies.

The Committee shall meet at least once a year with the members of the University Resources Committee.

The Committee on Budget & Finance shall be staffed by the Executive Vice President for Finance & Administration and the Executive Vice President for Planning.

Campus Life

The Campus Life Committee shall consist of the President and the Chancellor, ex officio, and approximately thirteen members of the Corporation. Each year the Presidents of the Undergraduate Council of Students, the Graduate Student Council, and the Medical Student Senate shall be invited to serve as guest members of the Campus Life Committee. The student government presidents shall not vote and shall not attend any executive sessions of the Campus Life Committee.

The Committee shall keep itself fully and currently informed concerning all extracurricular activities and nonacademic matters that affect the life of the undergraduate, graduate, and medical students.

The specific duties of the Committee include the following:

  • The Committee shall review, assess and make recommendations for improvement regarding the non-academic offerings and operational units of the University, including Residential Life, Athletics & Physical Education, Student Activities, Food Services, Financial Aid, and other programs offered under the auspices of the Dean of the College and the Dean of Campus Life.
  • The Committee shall review and assess the strategies that the University has or may need in maintaining and improving the campus environment in the area of diversity.
  • The Committee shall review and, as appropriate, make recommendations for changes to the Non-Academic Disciplinary Procedures to the Corporation or the Advisory & Executive Committee.
  • The Committee shall, on a regular basis, provide opportunities for the members to interact with students, faculty and staff regarding issues within its area of responsibility.

The Committee on Campus Life shall be staffed by the Vice President for Campus Life & Student Services and the Dean of the College.

Advancement

The Advancement Committee shall consist of the President and the Chancellor, ex officio, and approximately thirteen members of the Corporation. The Trustee serving as the current President of the Brown Alumni Association shall always be a member of this committee.

The Committee shall keep itself fully and currently informed concerning the University's programs designed to enlist financial support for and to cultivate interest of the University's constituencies in its welfare. This shall include fund-raising, alumni relations, communications, and external affairs programs.

The specific duties of the Committee include the following:

  • The Committee shall review, assess and make recommendations for improvement regarding the development, alumni relations, communications and external affairs programs of the University.
  • The Committee shall review and report as appropriate the annual progress of the University's fund-raising efforts, including receipt and assessment of comparative information where available.
  • The Committee shall support activities to enhance the experience and engagement of the University's undergraduate, graduate and medical alumni and will work closely with the Brown Alumni Association and other organizations to do so.
  • The Committee shall advise the President and report to the Corporation on matters related to Brown's external affairs, including relationships and communications with the local and national media, the Rhode Island community, government officials at all three levels, and the general public.

The Committee on Advancement shall be staffed by the Senior Vice President for Advancement and the Executive Vice President for Public Affairs & University Relations.

Facilities & Design

The Committee for Facilities and Design shall consist of the President, ex officio, and nine other members, at least five of whom shall be current members of the Corporation. At least one member each from the Committees on Academic Affairs, Budget & Finance, and Campus Life shall serve on the Committee for Facilities and Design.

The Committee shall keep itself fully and currently informed concerning all matters relating to the physical resources, facilities, landscaping, campus planning and aesthetic development of the University, and shall advise the President and the Corporation on physical planning matters.

The specific duties of the Committee include the following:

  • The Committee shall review the University campus master plan on a periodic basis and make recommendations for changes to the Corporation and the administration.
  • The Committee shall provide oversight review and approval of the exterior design for all new University buildings and for renovation projects which are significant in terms of scope or involvement of buildings with significant historical and/or architectural value.
  • The Committee shall provide oversight review and approval of certain interior renovations deemed to be of significant historical and/or architectural value.
  • The Committee shall be responsible for the selection of architects for the construction of a new building and for renovation projects which are significant in terms of scope or involvement of buildings with significant historical and/or architectural value.
  • The Committee shall review on a periodic basis the University's construction management procedures and methods of bidding to ensure maximum efficacy.
  • The Committee shall be responsible for recommending to the Corporation the siting of a new building and the demolition of an existing building.
  • The Committee shall, through its standing sub-committee on real estate, be responsible for making recommendations to the Corporation regarding the acquisition and disposition of real estate.
  • The Committee shall, through its standing sub-committee on public art, be responsible for encouraging and approving the placement of public art on the campus.

The Committee on Facilities & Design shall be staffed by the Executive Vice President for Finance & Administration and the Executive Vice President for Planning.

Sub-Committee on Real Estate

The Facilities & Design Committee shall have a standing Sub-committee on Real Estate. The Sub-Committee shall consist of the President and the Treasurer, ex officio, and four other members appointed by the Chair of Facilities & Design, at least two of whom shall be active members of the Committee for Facilities and Design and one of whom shall be the President of Farview, Incorporated. A chairperson of the sub-committee shall be designated annually by the Chair of the Committee for Facilities & Design. The sub-committee shall perform such duties as may be designated to it from time to time by the Facilities & Design Committee, including matters relating to real estate, such as acquisition, disposition, future planning and long term strategy with respect to development and use of real estate. The sub-committee shall work closely with the Budget & Finance Committee on matters relating to the capital plan and financing for acquisitions, leases, and divestments.

The sub-committee shall make recommendations regarding the acquisition and disposition of real estate and other matters to the Advisory & Executive Committee, the Corporation, and/or the President as appropriate. The sub-committee shall be staffed by the Executive Vice President for Finance & Administration and the Executive Vice President for Planning.

Sub-Committee on Public Art

The Facilities & Design Committee shall have a standing Sub-committee on Public Art. The sub-committee shall be charged with the identification of appropriate works of art and the identification of its locations on campus. The sub-committee recommends the commissioning of works of art, such as sculpture and landmark plaques for specific sites on campus. The sub-committee proposes special exhibitions for temporary installations of public art and advises on protecting, preserving, and interpreting public art on campus. A chairperson of the sub-committee shall be designated annually by the Chair of Facilities & Design. Members of the sub-committee may include members of the faculty, at the discretion of the chair.

Investment

The Investment Committee shall consist of the President, Chancellor, and the Treasurer, all ex officio, and not more than eight other members, at least four of whom shall be current members of the Corporation.

The Committee shall have responsibility for the investment management of the funds and securities of the University. It shall have responsibility for formulating investment policy and procedures and delegating whatever part of its authority is necessary to implement its policies and procedures. It may retain management assistance outside of the staff of the University as it deems advisable.

The Committee on Investment shall be staffed by the Vice President & Chief Investment Officer.

Audit

The Audit Committee shall consist of no fewer than five members of the Corporation and the Treasurer, ex officio.

The Committee has oversight responsibility for monitoring: the integrity of the financial statements of Brown University and its subsidiaries, affiliates, and departments; compliance by the University with legal and regulatory requirements and policies of the Corporation; the adequacy of the University's systems of internal control and risk management practices; and the independence and performance of the University's internal and external auditors.

The Committee shall each year engage a firm of certified public accountants to examine the accounts of the University and consult with them to understand their evaluation of the University's financial reporting, in order that "the College accounts shall be annually audited and adjusted" in accordance with the provision of the Charter[1]. The Committee shall develop an understanding of internal controls over University operations and systems, (including plans for their review and improvement), and monitor compliance with University rules and standards for such operations and systems as they relate to the exercise of financial responsibility. In addition the committee may initiate special internal investigations related to compliance with controls for such operations and systems. The annual report of the Committee to the Corporation shall include the results of the independent auditor's examination of the University's financial statements.

The Committee on Audit shall be staffed by the Executive Vice President for Finance & Administration.

Advisory & Executive

The Advisory & Executive Committee shall consist of the President (chair), the Chancellor, the Vice Chancellor, the Secretary, and the Treasurer, all ex officio, and at least nine additional members of the Corporation of whom at least two shall be Fellows and three Trustees. The Chairs of the Committees on Academic Affairs, Budget & Finance, Campus Life, Advancement, Facilities & Design, Audit and Investment shall always be among the members of the Advisory & Executive Committee. Three Fellows and four Trustees shall constitute a quorum.

Any member of the Corporation who is not a member of the Committee may attend any meeting of the Committee as a nonvoting observer.

A secretary, who need not be a member, shall be appointed by the Committee to keep a record of its proceedings which shall be reported at each regular meeting of the Corporation.

The Committee shall meet regularly during the academic year. Special meetings may be called by the President or three other members of the Committee. Notice of the time and place of all meetings, except those held by adjournment, shall be given to each member by the President or the secretary of the Committee no fewer than twenty-four hours before the time set for the meeting.

At each meeting the President shall report upon the condition of the University.

The Committee shall advise the President on matters of University interest and exercise the powers of the minor quorum as provided in the Charter[2]. It may transact any business of the Corporation except the location of buildings and the election of Trustees, Fellows, and the President. In addition to the powers of the minor quorum, the Committee, by action of the Corporation, is authorized to appoint professors.

The Committee shall have responsibility for reviewing shareholder resolutions regarding social issues. The Committee shall ascertain as necessary, and to the extent practicable, the merits of proxy issues and shall advise the President with respect thereto. In so doing, it should feel free to consult, as appropriate, with individuals and groups among the faculty, students, and alumni so that it can take into account the various points of view within the University community. The Committee shall be guided by the opinions established by the Committee on Proxy Issues on April 2, 1991 and April 7, 1992, and subsequently approved by the Advisory & Executive Committee on April 12, 1991 and April 10, 1992.<

The acts of the Advisory & Executive Committee shall be valid until the next meeting of the Corporation, and no longer unless approved by the Corporation.

The Advisory & Executive Committee shall be staffed by the Secretary of the University.

Trustee Vacancies

The Committee on Trustee Vacancies shall consist of the President (secretary) and the Chancellor (chairperson), both ex officio, and four other Trustees.

Whenever there is a vacancy on the Board of Trustees for which the Alumni do not nominate, the Committee shall canvass the situation thoroughly and suggest to the Corporation the name of a suitable candidate.

The Committee on Trustee Vacancies shall be staffed by the Secretary of the University.

Nominating

The Nominating Committee shall consist of the President, Chancellor, and Vice Chancellor, all ex officio and five members of the Corporation. In order to ensure continuity of leadership, the chairperson shall serve a three-year term as a member of the Nominating Committee, effective upon appointment to the chair.

The Committee shall submit to the Corporation at the May meeting each year a list of nominees for vacancies occurring on July 1 in the various standing committees. Unexpired terms may be filled by the Corporation at any meeting or by the Advisory & Executive Committee between meetings of the Corporation.

The Committee shall nominate annually a chairperson for each standing committee whose regulations do not indicate some other method of selection.

The Committee shall, as soon as practicable after the occurrence of a vacancy (or notice that one is to occur) in the office of Chancellor, Vice Chancellor, Secretary of the Corporation, or Treasurer of the University, submit to the Corporation a nominee or nominees to fill any and each such vacancy. In selecting nominees for these offices, the Committee shall not in the absence of special and compelling circumstances nominate any person to any office for more than three consecutive terms.

The Nominating Committee shall be staffed by the Secretary of the University.

Senior Administration

The Committee on Senior Administration shall consist of the Chancellor, the Vice Chancellor, the Secretary of the Corporation, and the Treasurer, all ex officio.

The Committee shall be charged with consultation with the President, whether on its own initiative or on that of the President, with respect to any matters bearing upon the official or academic duties and activities of the President and other members of the senior administration, upon their relations with the University body, and upon their personal welfare. The Committee shall have no power to control the action of the President in any matter whatsoever, but it may make such reports or suggestions to the Corporation, or such suggestions to the President, as it shall judge to be useful and in the best interests of the University. It shall have the authority to fix and establish from time to time on behalf of the Corporation the compensation, perquisites and benefits of the President and other members of the senior administration.

The Committee on Senior Administration shall be staffed by the Secretary of the University.


[1] Page 15 of the 1945 edition of The Charter of Brown University

[2] Pages 12 and 13 of the 1945 edition of The Charter of Brown University