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Organization

The Board may create such committees as it shall deem fit and proper and may assign to such committees any authority, duty or responsibility desired by the Board; such committees shall have as members thereof any Trustee or (excluding the Executive Committee) any other person whose experience, capabilities or position would be beneficial to the work of the committee. The committees of the Board shall consist of the standing committees created herein and any other committees created by the Board or the President pro tempore from time to time. The standing committees shall have the powers, duties, and responsibilities set forth herein or subsequently assigned by the Board, and other committees shall have the powers, duties, and responsibilities specifically assigned by the Board or President pro tempore. The President pro tempore of the Board shall appoint annually the chairs and all members of standing committees except the Executive Committee, which shall be composed of a chair, who shall be the President pro tempore of the Board, the chair of the Finance Committee, the chair of the Academic Affairs and Student Affairs Committee, and 2 other members elected by the Board for one-year terms at the annual meeting of the Board. Vacancies in committee memberships shall be filled in the same manner as when originally selected except that vacancies on the Executive Committee may be filled at any meeting, with a term to expire at the next annual meeting.

Method of Operation

The committees and subcommittees shall meet upon the call of the Chancellor, the President pro tempore of the Board, or the chair of the committee or subcommittee. Unless otherwise provided, actions taken by such committees shall not be binding upon the Board but shall be advisory to the Chancellor and the Board. In the interim between meetings of the Board and in the absence of committee meetings, the Chancellor may confer with committee members in areas of committee responsibility. The standing committees of the Board shall consist of the following.

While the Board is not in session, the Executive Committee is authorized, empowered and instructed to perform any function of the Board when, in the opinion of the Executive Committee, action is advisable before the next regularly scheduled meeting of the Board, or to perform any function delegated to it by the Board or by statute. The committee shall report its action to the Board at the next Board meeting. Without further approval of the Board, the Executive Committee shall have the authority to lease, sell and convey real property of the Board, or any interest therein, except for any part of the principal campus areas at Birmingham, Huntsville, or Tuscaloosa, and to approve any step of the planning, design, and construction process for capital projects requiring Board approval; and shall report such actions at the next Board meeting.

The areas of responsibility of this committee shall include reviewing and recommending approval of: new academic programs; evaluation of and modification to existing academic, research, and service programs; organizational structure as it relates to academic departments, institutes, and programs; overseeing academic and other support services provided to student athletes and monitoring their retention and graduation rates; programmatic planning for new facilities to support the academic mission; student affairs matters such as admission, safety and security, programs for social and personal development, residence status; institutional research; annual budgets as they apply to the above items; and other matters that may be referred to it by the Chancellor or the Board.

The areas of responsibility for this committee shall include the review and recommendation for approval of: annual budgets; financial reports; legislative appropriation requests; budget performance reports; long-range financial plans; student tuition, fees and financial aid programs; reviewing athletic budgets, facilities plans and student athletic fees and making recommendations to the Board regarding their items as part of the academic budget; financial exigency; certain contracts, depository and other signatories approval; campus indebtedness proposals; campus annual information technology plans and purchases of hardware, software, services or related items; and other matters that may be referred to it by the Chancellor or the Board.

The areas of responsibility for this committee shall include evaluation of campus master plans and annual capital development plans; acquisition and disposition of land, facilities and equipment; construction-related contract review; ground leasing and facility leasing; planning and construction of new facilities and renovation of facilities; off-campus land use; any of the above matters as they specifically relate to intercollegiate athletics; and other matters that may be referred to it by the Chancellor or the Board.

This committee shall be responsible for recommending investment objectives, broad asset allocation changes, policies, and practices for the endowment and operating cash reserve funds to the Board. The committee is responsible for overseeing investment activities and performance; for ensuring the proper control and safekeeping of the investment funds and assets (such as land) retained by the University for investment purposes, for making changes within the broad asset allocation guidelines; and for the approval of the selection of external money managers, custodians and such consultants as are necessary to properly manage these funds.

This committee shall be responsible for detailed review, study and recommendation of all matters coming to the Board regarding the authorization, designation of type, awarding and conferring of honorary degrees; for the naming of buildings and other structures (and major portions thereof), streets, geographic areas, and academic, research, and service programs for persons who have made outstanding accomplishments in their fields of endeavor or who have made exemplary and major contributions to the University, state, or nation; and for other related matters.

This committee serves as the primary representative of the Board in meeting its obligations related to audit, risk management, and compliance. The Committee will exercise principal oversight of these efforts throughout the System, including its institutions and the Health System, and among affiliated entities, and including matters related to intercollegiate athletics. The Committee’s specific duties and responsibilities shall be established by Board Rule, and shall include recommending the appointment of the chief audit executive and such other officers responsible for carrying out these functions. Such officers shall report administratively to the Chancellor or his/her designee, but shall be appointed by and ultimately responsible through this committee to the Board, and shall have direct access to this committee and the Board.

This committee shall be responsible for the establishment of the compensation of the Chancellor and, upon recommendation of the Chancellor, the compensation of the presidents, vice chancellors, board officers, provosts, vice presidents and such other senior academic and administrative officers as the Committee shall designate. In addition, it shall review any extraordinary salary and payment arrangements for employees. The Committee shall periodically review the fringe benefit policies and such other aspects of the University’s compensation programs as the committee shall elect.

This committee exists to assist the Board in its oversight of the intercollegiate athletics programs of each campus. The committee shall serve as liaison between the Board and the presidents of the respective campuses and their athletic departments. It shall advise and consult with the Chancellor of The University of Õ¬Äи£Àû System and the campus Presidents on all matters that, in the judgment of the Board, have long term impact on the operations, reputation and standing of The University of Õ¬Äи£Àû System and the campus athletic programs. Its responsibilities shall include monitoring and reviewing institutional compliance with the laws, rules, regulations, and policies of the Board, the campuses, the NCAA, and any other applicable governmental or regulatory agency or body, along with ensuring the athletic programs advance the institution’s educational mission; consulting with the appropriate standing committees of the Board regarding athletic budgets, facilities plans, tuition, student athletic fee proposals, academic and other support services provided to student athletes, retention and graduation rates, and other items impacting the athletic programs and student athletes; requesting and reviewing reports on major legal, political, and public matters affecting the athletic departments or their personnel; and keeping the Board informed of relevant changes in conference and NCAA affiliations, structures, rules and regulations.

This committee shall act as liaison between the Board and the General Counsel or other attorneys representing the Board. The committee will keep the Board informed of all pending litigation and legal issues affecting the University System and the Board, and will work closely with the Audit, Risk, and Compliance Committee to monitor and evaluate risk and compliance matters.

This committee shall make nominations to the Board for election to all positions which the Board has the responsibility to elect under Board Rules, the Constitution, or statutes; including Board officers, new Trustees, Executive Committee members, and members of the UAB Health System Board, and such other nominations as assigned by the President pro tempore.

This committee shall oversee the strategic planning and related work performed by the System, its institutions, and affiliated entities, including reviewing and approving long-range strategic plans, core principles, values, mission statements, vision statements, and the like prior to publication. The committee shall review strategic plans at least every five years. This committee also shall develop orientation and continuing education programs that equip the Board to exercise its fiduciary duties.

Subcommittees of the standing committees of the Board may be established from time to time as needed or as may be provided for by Board Rules.

Committee and subcommittee meetings may be held in person or by means of a telephone or video conference or similar means that permits the members of the committee or subcommittee to simultaneously hear one another during the meeting and that permits any member of the public, including representatives of the media, that same opportunity. Either the chair or the majority of the members of a committee or subcommittee can determine in advance of a meeting whether attendance will be in person or by telephone, video, or similar means.