BC.03 Executive Committee Charter

Owned by Scott Barge (Deactivated)
Last updated: Feb 10, 2020
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Purpose

The Executive Committee is appointed by the board to act on behalf of the board between regularly scheduled meetings, except for those duties and powers reserved to the full board by the bylaws. The Executive Committee may assume specific responsibilities not assigned to other standing committees. The Executive Committee serves as the compensation committee, providing guidance and oversight of the presidential assessment and compensation processes.

Committee Membership

The Executive Committee will consist of the board chair, vice chair, assistant secretary, assistant treasurer of the Board. The Executive Committee at its discretion may add trustee members-at-large for board leadership continuity. The executive director of Mennonite Education Agency is entitled to attend meetings of the Committee and to participate in all discussions as a non-voting member of the Committee. Each committee member must be independent of management of the institution and free of any relationship that would impair such independence. Members may not receive consulting, advising, or other fees from the institution or any affiliated foundation or entity related to the institution. Committee may at its discretion recommend to the board that they contract with an attorney or other external expert resources.

The University president will serve as a non-voting member of the Executive Committee and the primary staff liaison to the Committee. The executive assistant to the president and corporate secretary to the board serves as the recording secretary for the Committee.

Meetings

The Executive Committee will meet as often as it determines. Minutes will be drafted by the recording secretary, and reviewed and approved by the Committee and the Board of Trustees.

Committee Responsibilities

The Executive Committee shall:

  1. Act on behalf of the board between meetings, as needed. The Committee may ratify the following actions: a) an action needed to protect the university’s interests, which would be compromised by delay; and b) an action that is administrative in nature, is necessary for the university’s efficient functioning, and does not compromise any significant interest or prerogative of the board;
  2. Periodically review the institutional bylaws and articles of incorporation to ensure compliance;
  3. Facilitate the periodic review of the University’s mission, vision, values, and identity statements;
  4. Facilitate the board’s engagement in strategic planning, provide oversight of the strategy implementation, and monitor institutional performance metrics;
  5. Provide leadership in planning meeting agendas and priorities for the board;
  6. Serve as a sounding board for the president and chair;
  7. Exercise oversight of the Trustee Committee and membership of the Board of Trustees;
  8. Plan for the selection of board's officers and leadership succession;
  9. Facilitate the president’s assessment and compensation processes; and
  10. Provide oversight of enterprise risk management.

Communication with the Board

 One of the Committee’s principal responsibilities is to keep the Board fully informed on governance matters related to the University’s mission, financial and operational health, presidential leadership, and institutional risks. The Committee takes appropriate steps to ensure that all Board members understand the significance of the University’s performance, financial health, long-term outlook, and proposed actions as well as underlying assumptions. Committee members have an obligation to become knowledgeable about general higher education governance practices and ensure that policy discussions conducted at the Board level are informed and transparent. 

Limitations of the Committee's Role

The Executive Committee has the responsibility and power set forth in this charter. The Committee may not take any of the following actions, for which the board has reserved powers:

  • Appoint, renew appointment of, suspend, dismiss, or place on leave the University president;
  • Approve presidential compensation or the compensation of any University officer;
  • Approve any change in the University’s mission;
  • Amend of repeal the bylaws;
  • Approve the creation or elimination of an academic program offered or to be offered by the University, and
  • Approve the incurrence by the University of any major indebtedness.

Review of Charter

This charter will be reviewed periodically by the Executive Committee of the board, and any proposed changes shall be submitted to the Board of Trustees for approval. 

Adopted and approved, November 2019

Board and Institutional Policies for Committee Oversight

The Executive Committee has responsibility to periodically review the following polices and statements, and recommend any proposed changes to the Board of Trustees for approval: