Proposed Board Committees

To prepare for the transition of University governance from Tennessee Board of Regents to the new Board of Trustees, President Sidney A. McPhee established a FOCUS Act Transition Team. Measures endorsed by the team will go to the President for consideration, then the President will submit his recommendations on to the new Board, once seated, for approval. The proposed committee structure is preliminary and draft until approved by the new Board.

I. Purpose

The Middle Tennessee State University Board of Trustees (Board) is responsible for the management and governance of Middle Tennessee State University (MTSU or the University).  As provided in the Board Bylaws, the Board may establish standing and special committees as it deems appropriate and necessary to fulfill these responsibilities.  This Board policy establishes the committees of the Board, defining their membership and duties.

II. Standing Committees

The standing committees of the Board shall be:

  1. Executive and Governance
  2. Audit and Compliance
  3. Finance and Administration
  4. Academic Affairs, Student Affairs, and Athletics
  5. Advancement and External Affairs 

III. Membership

  1. Each standing committee shall have at least three (3) voting members who shall each serve a two-year term.
  2. Each standing committee shall have a chair and a vice-chair who shall serve for one-year terms.
  3. Members of the standing committees, with the exception of the Executive and Governance Committee, shall be appointed by the Board Chair.
  4. The Board Chair shall serve as an ex officio member of all standing committees, entitled to vote.
  5. The President of the University and the Secretary to the Board shall be ex officio, non-voting members of all committees except the Audit and Compliance Committee. Each committee shall have an administrator of the University to assist with its work. 

IV. Special Committees

The Board Chair or Vice Chair may appoint special committees for specific assignments.  Membership may be as determined appropriate.  The chair of a special committee shall be designated by the Board Chair at the time the special committee is appointed. 

V. Meetings

  1. The standing committees shall meet at least quarterly during each calendar year, and may meet more frequently as deemed necessary.
  2. Meetings may be called by the Board Chair, the President of the University or the committee chair. 

VI. Notice of Meeting; Agenda  

  1. When feasible, committee members shall receive at least five (5) days’ notice of meetings to include the purpose of the meeting. The notice may be delivered by any reasonable means.
  2. When feasible, a copy of the agenda and related materials shall accompany notice of the meeting.
  3. Matters not appearing on the agenda of a standing or special committee meeting may be considered only upon an affirmative vote of the entire committee. 

VII. Quorum

A majority of the voting members of each standing or special committee shall constitute a quorum.  In the absence of a quorum, those attending may adjourn the meeting until a quorum is present.

VIII. Minutes

Minutes shall be made of all standing and special committee meetings and provided to the Board Chair, the President of the University and the Secretary to the Board.

IX. Open Meetings

All meetings of standing and special committees shall be open to the public except as authorized by a statutorily or judicially recognized exception to the Tennessee Open Meetings Act, T.C.A. §8-44-101, et. seq.

X. Authority of the Standing Committees

The authority of the standing committees shall be subject to action by the entire Board.  The committees’ actions must be authorized and approved by the Board before becoming effective unless the Board delegates to the committee the authority to act on its own behalf.

XI. Executive and Governance Committee

The Executive and Governance Committee shall be composed of the Chair and Vice Chair of the Board, and one (1) at-large voting member elected by the Board.  The Chair of the Board shall be the chair of this committee.

The Executive and Governance Committee may act for the Board between regular Board meetings on urgent matters except the following, which shall be reserved to the Board:

  1. Presidential selection, evaluation and termination
  2. Amendments to the Board Bylaws
  3. Sale or disposition of real estate
  4. Adoption of the annual budget
  5. Tenure and promotion decisions
  6. Conferral of degrees

The Executive and Governance Committee shall ensure the integrity of the Board and is responsible for:

  1. Establishing and maintaining standards of Board conduct.
  2. Assessing the performance of the Board and Board members by monitoring compliance with the Board’s Code of Conduct and Conflict of Interest policy.
  3. Ensuring an effective orientation and continuing education process for Board members.
  4. Periodically reviewing and ensuring compliance with the Board Bylaws and other Board policies, recommending amendments when appropriate.
  5. Reviewing the committee structure of the Board for continued effectiveness.
  6. Overseeing the work of the other standing committees.

XII. Audit and Compliance Committee

The Audit and Compliance Committee shall assist the Board in exercising oversight of the University’s financial and accounting practices, internal controls and standards of conduct.  The Committee shall have the authority to direct University management to initiate and address specific audit and compliance issues within the mandate of the Committee.  It may conduct or authorize any investigation appropriate to fulfill its oversight responsibilities.

The Audit and Compliance Committee is responsible for and shall make recommendations to the Board related to:

The quality and integrity of the accounting and financial reporting practices and processes, and systems of internal controls regarding finance, accounting and legal compliance.

  1. Audit issues reported in the University’s external audit.
  2. Internal audit reports and the resolution of any audit issues contained therein.
  3. The internal auditing function and the internal control environment.
  4. Ensuring compliance with legal and regulatory requirements.
  5. Monitoring internal controls and risk-management systems. 

The University’s Director of Audit and Consulting Services reports administratively to the President of the University and functionally to the Audit and Compliance Committee.  The Audit and Compliance Committee will review and approve the appointment, reassignment, demotion or dismissal of the Director of Audit and Consulting Services.  The Director of Audit and Consulting Services shall have direct and unrestricted access to the chair of the Audit and Compliance Committee.  The Director of Audit and Consulting Services shall make a comprehensive report on the internal audit function to the Board through the Audit Committee at a stated meeting.  The report will include the annual audit plan and a review of all previous year audits completed and in progress, including any follow-up reviews and any audits that were scheduled but not done. 

XIII. Finance and Administration

The Finance and Administration Committee shall oversee the integrity and stability of the University’s financial operations, long-term economic health and allocation of resources, and its physical assets of land, buildings and equipment.

The Finance and Administration Committee is responsible for:

  1. Monitoring the financial performance of the University and reporting to the Board.
  2. Reviewing and recommending annual and long-range operating and capital and maintenance budgets.
  3. Reviewing and recommending rates for student tuition and fees.
  4. Ensuring that accurate and complete financial records are maintained.
  5. Recommending adoption or modification of capital improvement plans and the facilities master plan, advocating for new structures, and rehabilitating or removing older structures.
  6. Recommending appropriate action with regard to the acquisition and disposition of real property.
  7. Recommending execution of contracts as required by University policy.
  8. Actions related to personnel, including faculty and staff compensation.
  9. Ensuring adequate policies and procedures are in place to promote the effectiveness, integrity and security of the University’s information technology investments and their operation. 

XIV. Academic Affairs, Student Affairs, and Athletics

The Academic Affairs, Student Affairs, and Athletics Committee shall oversee the quality of academic programs and services, student life, and the operation of athletic programs consistent with the mission of the University.  The committee shall make recommendations to the Board relating to:

  1. Approval of proposals for new academic programs and the significant revision of existing programs.
  2. Ensuring and protecting, within the context of faculty shared governance, the educational quality of the University and its academic programs.
  3. Approval of admission, progression, retention and graduation standards.
  4. Institutional and program accreditation, and program review.
  5. Academic planning.
  6. Promoting the welfare of students attending the University.
  7. The athletics program.
  8. Matters of faculty tenure and promotion.

XV. Advancement and External Affairs

The Advancement and External Affairs Committee shall oversee and facilitate Board and Board member participation in institutional advancement, resource development, and fundraising activities.  It shall exercise oversight of programs related to alumni support, public relations and communications efforts and government relations at the local, state and national levels.

The Advancement and External Affairs Committee is responsible for:

  1. Monitoring and supporting University advancement and marketing plans and evaluating their effectiveness.
  2. Supporting the mission and responsibility of the MTSU Foundation, as the University’s sole, designated fundraising entity.
  3. Active leadership and participation in University and MTSU Foundation efforts to secure private resources.
  4. Representing the University’s core interest in advancing the mission, needs and resource requirements to government officials at appropriate levels and time.