UUSC bylaws Article V

ARTICLE V.

STANDING COMMITTEES

Section 1: Purpose

There shall be such standing committees of the Board of Trustees as are necessary to accomplish the work of the Corporation.

Section 2: Standing Committees

The Standing Committees of the Board of Trustees shall include, but not be limited to, the following:

• National Nominating Committee
• Investment Committee
• Finance Committee
• Executive Committee
• Institutional Advancement Committee

Section 2a: Designation of Tenure, Chairs, and Members

The term of membership for all Standing Committees shall be two (2) years, with possible re-appointment for two additional terms.

The chairs of all Standing Committees shall be members of the Board of Trustees. Except for the Executive Committee and Finance Committee whose chairs are the Board Chair and Treasurer, respectively, the chairs of all Standing Committees shall be appointed by the Board Chair, subject to the approval of the Executive Committee. Chairs of special committees (see Section 7) may be made courtesy members (without vote) of the Board of Trustees. Courtesy members are those individuals who possess a special expertise or knowledge needed by the Board to conduct its business through special committees or task forces.

Trustee members of all Standing Committees (with the exception of the Executive Committee) are appointed by the Board Chair, in consultation with the relevant Standing Committee Chair. The composition of the Executive Committee is set forth in Section 6a herein. Non-Trustee members of the Standing Committees are proposed by the relevant Standing Committee Chair, and approved by the Board of Trustees.

Section 3: National Nominating Committee (NNC)

The functions of the NNC will be to:

1. recruit, nominate, and re-nominate candidates for the Board
2. nominate the candidates for Board officers, which decision shall be taken by the component of current Board members on the NNC, in consultation with the other NNC members;
3. establish evaluation criteria, monitor, and evaluate current Board members prior to re-nominations
4. obtain Board approval for all nominations.

Section 3a: Composition and Tenure

A. The NNC shall be composed of five (5) members of which two (2) will be from the voting members of the Board and two (2) from Non-Trustees, and one (1) from either voting members of the Board or from Non-Trustees.

B. At least one of the five (5) members of the NNC shall be a Person of Color.

Section 4: Finance Committee

The function of the Finance Committee shall be to:

1. select and provide oversight of the public accounting firm and act as an intermediary between the firm and the Board;
2. work with Administration in developing and proposing a Budget;
3. review and interpret finance performance against the Budget;
4. review cash flow projection;
5. serve as resource to the Administration on financial and business practice areas;
6. recommend record keeping, accounting, and financial policies to the Board.

The Chief Financial Officer provides staff support to the Finance Committee.

Section 4a: Composition

The Finance Committee shall be composed of five (5) members, of which at least three (3) will be from the voting members of the Board and at least one (1) from Non-Trustees.

Each Non-Trustee member of the Finance Committee will be a competent outside professional from a field related to the functions of the Committee. Consistent with Article V, Section 2a of these bylaws, the chair of the Finance Committee shall be the Treasurer of the Board of Trustees.

Section 5: Investment Committee

The function of the Investment Committee will be to:

1. manage the investment process for assets of the endowment fund and the deferred giving reserves within the guidelines adopted by the Board;
2. select investment managers for each portion of the assets and monitor their performance;
3. develop standards for socially responsible screening of all equity assets selected by investment managers;
4. report to the Board of Trustees on a regular basis with regard to investment results.

The Chief Financial Officer provides staff support to the Investment Committee.

Section 5a: Composition

The Investment Committee shall be composed of seven (7) members, of which four will be from the voting members of the Board and three (3) from Non-Trustees. One of the Trustee members of the Investment Committee shall be the Treasurer of the Board of Trustees.

The three (3) Non-Trustee members of the Investment Committee will be competent outside professionals from fields related to the functions of the Committee.

Section 6: Executive Committee

The function of the Executive Committee will be to:

1. execute all the powers of the Board of Trustees during the intervals between meetings of the Board;
2. have the full powers of the Board, except for approving annual budgets, approving new board members, hiring the Chief Executive Officer, reversing any Board action or approving any expenditures not previously authorized by the Board.

Section 6a: Composition

The Executive Committee shall be comprised of the officers of the Board of Trustees and two additional Board members appointed by the Board Chair.

The Vice President/Chief Operating Officer provides staff support to the Executive Committee.

Section 7. Institutional Advancement Committee

The function of the Institutional Advancement Committee shall be to support the Director of Institutional Advancement in obtaining sufficient resources to achieve UUSC’s goals, by:

1. providing feedback and suggestions for the finalization of UUSC’s yearly fundraising strategies, methods, and goals;
2. drawing upon members’ experience, networks and contacts to offer concrete suggestions to improve methods, provide references to outside experts and consultants, and related inputs;
3. identifying existing and potential major donor prospects and foundations, strategies to approach them, and assisting with thanking and cultivating these prospects as appropriate.

The Director of Institutional Advancement provides staff support to the Institutional Advancement Committee.

Section 7a. Composition

The Institutional Advancement Committee shall be composed of seven (7) members, of which five (5) will be from the voting members of the Board and two (2) from Non-Trustees.

The two (2) Non-Trustee members of the Institutional Advancement Committee will be competent outside professionals from fields related to the functions of the Committee.

Section 8: Special Committees

The Board Chair shall appoint such special committees as may be required for specific purposes or projects.

Section 9: Committee Responsibilities

Each committee shall review its respective committee responsibilities annually and the Board of Trustees shall approve any recommended revisions.