Bylaw 24. Standing Committees

 24.1 Purpose/Authority.

To facilitate oversight of the business of the University and of the Corporation, Standing Committees are established under the terms set forth in the Bylaws. The work of the Standing Committees shall be advisory to the Board unless otherwise specified in a Committee Charter (see section 24.2 below) or these Bylaws. Regardless of whether a responsibility has been assigned to a Standing Committee, the Chair of the Board, in consultation with the President of the University, may determine that a matter should be brought directly to the Board, rather than referred to a Standing Committee, including matters on which a Committee charter grants the Committee plenary authority. Where it is unclear which Standing Committee has responsibility over a matter, the Chair of the Board, in consultation with the President of the University, shall determine the Standing Committee or Standing Committees to which the matter should be referred. The Board may adopt, reject or modify any recommendation or action of a Standing Committee.

 24.2 Committee Charters.

Each Standing Committee shall operate in accordance with a committee charter that shall set forth the purpose and primary responsibilities of the committee. The charter shall be approved by the Board, on recommendation of the Governance and Compensation Committee. The charters for each of the Standing Committees identified below in paragraph 24.3 are attached as appendices to these Bylaws. In the case of any conflict between the terms of a Committee Charter with these Bylaws, the terms of these Bylaws shall control.

 24.3 Designation of Standing Committees.

The following Standing committees are hereby established and shall provide strategic direction and oversight on matters within their respective areas of responsibility, as described below and in the Committee Charters (attached to these Bylaws as appendices):

(a) The Academic and Student Affairs Committee
The Academic and Student Affairs Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the educational philosophy and objectives of the University, to admissions policy, to student affairs, to student and faculty diversity, and to the academic planning, instruction, research and public service activities of the University. (See Appendix A)

(b) The Compliance and Audit Committee
The Compliance and Audit Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the quality and integrity of the University’s financial reporting systems and controls; the qualifications, performance and independence of the University’s independent financial auditor; the function and performance of the University’s compliance, internal audit and risk management programs; and the University’s commitment to meeting all applicable legal, regulatory and policy requirements. (See Appendix B)
 
(c) The Finance and Capital Strategies Committee
The Finance and Capital Strategies Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the University’s fiscal and financial affairs, business operations, land use, and capital facilities and strategies. (See Appendix C)
 
(d) The Governance and Compensation Committee
The Governance and Compensation Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the organization and management of the Board, on matters pertaining to the appointment and compensation of the University’s senior leadership, and on matters pertaining to the development, review and amendment of employee compensation and benefits programs and policies. (See Appendix D)
 
(e) The Health Services Committee
The Health Services Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the University’s schools of health, academic medical centers, health systems, clinics and student health and counseling centers (“UC Health”). (See Appendix E)
 
(f) The Public Engagement and Development Committee

The Public Engagement and Development Committee shall provide strategic direction and oversight, make recommendations to the Board, and take action pursuant to delegated authority, on matters pertaining to the University’s engagement with key constituents, fundraising, and the development of effective advocacy programs for University stakeholders. (See Appendix F)

 24.4 Membership.

Unless otherwise specified in a Committee Charter, Standing Committees shall consist of no fewer than five Regent members (excluding ex officio members), and at least one Chancellor of a University campus, who shall serve in an advisory, nonvoting capacity. Unless otherwise specified in a Committee Charter, the President of the Board, the Chair of the Board, and the President of the University shall serve as ex officio members of each Committee. Committees, when included in their charters, also may include non-voting advisory members (in addition to Chancellors) with expertise relevant to the work of the Committee, who, if recommended, shall be appointed as specified in Bylaw 24.5. Additional advisory members may be permitted by Regents Policies.  No persons, other than those specified in Bylaw 20, shall be designated as Regents or shall exercise the authority granted Regents under the California Constitution or these Bylaws. 

 24.5 Appointment.

Unless otherwise specified in a Committee Charter, the members (except for ex officio members) of a Standing Committee, and those chosen to serve as Chair and Vice Chair, shall be nominated by the Governance and Compensation Committee, and approved by the Board.  The Chair of the Board shall not also concurrently serve as the Chair of any Standing Committee.  Candidates for the Chancellor position(s) on Standing Committees, and any other proposed advisory member candidates, shall be forwarded for consideration to the Governance and Compensation Committee by the President of the University. Vacancies of members shall be filled in the same manner, to serve the unexpired term created by the vacancy.  

 24.6 Term.

Unless otherwise specified in a committee charter, voting members of Standing Committees, other than ex officio members, shall be appointed for a term of one year.  No Regent may serve consecutively in the position of Committee Chair or in the position of Committee Vice Chair for more than four terms.  Advisory members may serve for such terms as recommended by the Governance and Compensation Committee, and approved by the Board, and shall not be subject to any term limits.

 24.7 Voting and Quorum.

Only Regent Committee members may vote. Advisory members (including Chancellors) may participate in all respects on matters brought before the Committee, except for voting. Unless otherwise specified in a committee charter, a quorum of the Committee shall be five Regents.

 24.8 Special Requirements for Chancellors/Advisory Members.

A Chancellor member of a Standing Committee may participate on a matter primarily affecting or benefitting the Chancellor’s campus only to the extent of presenting or assisting in the presentation of the matter to the Committee, and shall not otherwise participate in the Committee’s deliberations. This limitation shall not apply when the matter is expected to affect or benefit all or substantially all campuses. Other advisory members of a Standing Committee, if any, not otherwise subject to University policy, shall be subject to the laws and policies applicable to Regents governing compensation and reimbursement of expenses, and shall be subject to conflict of interest disclosure and recusal obligations as specified in the University’s Conflict of Interest Code and other applicable policies.

 24.9 Effect of Committee Assignment.

The assignment of responsibility to a Standing Committee signifies the Committee to which matters otherwise appropriate for Board consideration generally will be referred and does not create an independent obligation to present a matter to the Board or to a Committee. Such obligations are or will be established through the provisions of other Bylaws.

 24.10 Committee Charter Amendments.

The charter of a Standing Committee may be amended by majority vote of the Board.  Portions of Committee Charters that pertain to the establishment and roles of a Subcommittee may be amended by the Governance and Compensation Committee, except that any delegation of authority to a Subcommittee or change in plenary authority delegated to a Subcommittee shall be approved by the Board.

 24.11 Reporting.

Each Standing Committee shall deliver to the Board, at the Board’s next regularly scheduled meeting, a report, which may be in writing, of all matters on which the Committee or any related Subcommittee has exercised its delegated authority.  A similar report shall be delivered to the Chair of the Board and to the President of the University as soon as practicable after such action is taken.

Not amended after July 20, 2016

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