Â鶹ӳ»­

The Executive Committee is concerned with the overall operation of the University during periods between Board meetings. Four trustees constitute a quorum. At present, the Executive Committee is composed of:

• The Board Chair
• Board Vice Chair
• Academic Affairs Committee Chair
• Audit Committee Chair
• Finance Committee Chair
• Inclusive Excellence Chair
• Two at-large trustees
• At least one of these trustees shall be offered ex officio or at-large membership on the Executive Committee: The Bishop of the Baltimore-Washington Conference of the United Methodist Church; the General Secretary of the General Board of Higher Education and Ministry of the United Methodist Church.

The President shall be a nonvoting member of the Committee.

For additional information, see American University's Bylaws.

Committee Members, 2023-2025

• Gina F. Adams, Chair
• Charles H. Lydecker, Vice Chair
• Janice Menke Abraham, Academic Affairs
• Gaurdie Banister Jr., Audit
• Alan L. Meltzer, Inclusive Excellence
• Jeffrey A. Sine, Finance
• Jack C. Cassell, At-large
• Marc N. Duber, At-large
• Jonathan R. Alger, Ex-Officio

CHARTER

Purpose

The Executive Committee is appointed by the Board to exercise between regularly scheduled Board meetings the Board's powers and duties except those reserved to the full Board by the university Bylaws.

Organization

The organization of the Executive Committee is described in Article VI, Sections 1-4, of the American University Bylaws (Article VI: Executive Committee, as amended September 8, 2023):

Section 1. At all times there shall be an Executive Committee, consisting of eight (8) voting trustees and the President, in the event that the size of the Board at the time of the first regular Board meeting in Spring is fewer than thirty (30) voting trustees, or ten (10) voting trustees and the President, in the event the size of the Board at the time of the first regular Board meeting in Spring is thirty (30) or more voting trustees. A required increase from eight (8) to ten (10) voting trustees, or decrease from ten (10) to eight (8) voting trustees, on the Executive Committee shall be effected within six months of the pertinent first regular Board meeting in Spring.

Section 2. The voting trustees shall be the following: the Board Chair; Board Vice Chair; Academic Affairs Committee Chair; Finance Committee Chair; Inclusive Excellence Chair; Audit Committee Chair and two (2) at-large trustees, in the event the Executive Committee is composed of eight (8) voting trustees, and four (4) at-large trustees, in the event the Executive Committee is composed of ten (10) voting trustees. At least one of these trustees shall be offered ex officio or at-large membership on the Executive Committee: The Bishop of the Baltimore-Washington Conference of the United Methodist Church; the General Secretary of the General Board of Higher Education and Ministry of the United Methodist Church. The President shall be a non-voting member of the Committee. Except as otherwise provided by these Bylaws, any proposed action brought before the Executive Committee shall be decided by majority vote. A tie in the number of votes cast will result in the failure of the motion.

Section 3. The Executive Committee meets at the call of the Chair or, in the Chair's absence, at the call of the Vice Chair, or upon written request of at least four (4) Committee members. The Board Chair is the Committee Chair and the Board Vice Chair is Committee Vice Chair. No meeting of the Executive Committee may be held if neither the Committee Chair nor the Committee Vice Chair is present.

Section 4. At-large members will serve two-year terms and can be re-appointed to successive terms. At-large appointments will be made by the then current Board Chair. Ex officio members shall serve for as long as they hold the office which entitles them to Committee membership.

Roles and Responsibilities

The roles and responsibilities are described in Article VI, Section 5, of the university Bylaws:

1. The Executive Committee may ratify the following actions:

• An action that is needed to protect the university's interests, which would be compromised by delay; and
• 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. The Executive Committee may not take any of the following actions, for which only the Board has the power:

• appoint, renew the appointment of, suspend, dismiss, or place on leave the President;
• approve the compensation of any University officer;
• approve the creation or elimination of a program offered or to be offered by the University;
• approve any change in the University's mission;
• approve the incurrence by the University of any major indebtedness; and
• amend or repeal the Bylaws.

3. The Executive Committee will inform the Board of all actions it takes as soon as is practicable after the action is taken.

4. The Executive Committee will distribute to the Board the minutes of each committee meetings as soon as is practicable after the meeting.

5. The Executive Committee will present to the Board for ratification at the next Board meeting following the distribution of committee meeting minutes all actions taken by the committee that do not constitute an act of the Board of Trustees.

In addition to the roles and responsibilities described in Article VI, Section 5, of the Bylaws, the Executive Committee holds the license to operate WAMU 88.5 FM, which is awarded by the Federal Communications Commission (FCC).

Updated July 2024