The Corporation of Brown University

Corporation Statutes

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Corporation Statutes

The Corporation Statutes of Brown University delineate details regarding standing committees, term lengths, Emeriti Association bylaws and minutes of corporation meetings.

General Information Regarding the Standing Committees of the Corporation

  1. Qualification for Membership

    • Only current members of the Corporation may serve on a standing committee of the Corporation, with the exception of the Committee on Facilities and Campus Planning, Brown Medical School Committee, and Committee on Investment, which may include, at the discretion of the Corporation, members who are not current Trustees or Fellows.
    • Current members of the Corporation must serve on one - and only one - of the following three committees: Academic Affairs, Budget and Finance, and Campus Life. The Chancellor and President are ex officio members of each of these three committees. The Vice Chancellor, Treasurer, Secretary, and Chair of the Governance and Nominating Committee will each serve on two of these three committees.
    • A member of the Corporation may serve on no more than three standing committees of the Corporation and Advisory Councils at any time.

  2. Terms of Committee Service

    • Members shall be elected by the Corporation, on recommendation from the Governance and Nominating Committee, for staggered terms of three years each, beginning July 1 and ending June 30. Committee members may, at the discretion of the Corporation, be reappointed for a second consecutive three-year term. Following the conclusion of six years of consecutive service on a committee, the retiring members shall normally be ineligible for reelection to the committee for one year.

  3. Appointment of Committee Chairs

    • A chair and vice chair of each committee shall be designated annually by the Corporation, on recommendation from the Governance and Nominating Committee. Members will normally not serve more than six consecutive years as Chair (prior service as a committee member will not count towards the six years of service as Chair). With respect to those committees whose membership is limited to current members of the Corporation, a Chairperson whose term as a Trustee is ending, may, at the discretion of the Corporation, be reelected for a term appointment coincident with their term as Chair, for a period not to exceed six years, whenever such action is deemed to be in the best interest of the Corporation. After completing service as a Chair of a committee, that member will normally be required to leave the committee for a period of at least one year.

  4. Reports of the Committee

    • Each committee shall report annually in writing to the Corporation, on a schedule determined by the Chancellor and the President. Reports shall be in writing (typically three to five pages) and shall be distributed to all current members of the Corporation and placed in the permanent records of the Corporation. Written reports may, at the request of the Chair and at the discretion of the Chancellor and the President, be supplemented by oral reports at a business meeting of the Corporation.
    • Each committee report shall contain at least the following information:
      • A summary of the work the committee undertook over the past year. This shall include a description of the major agenda items which occupied the committee’s time, the challenges and opportunities for the University in the area of the committee’s responsibilities, and the recommendations made and actions taken by the committee during that period of time. A brief summary of the committee’s interaction with the campus (including senior administration, students, faculty, staff, and, where appropriate, Advisory Council members) shall be included in this section as well.
      • An assessment of the University’s performance in the area of the committee’s responsibility, including weaknesses and opportunities for improvement, and a forecast of the future challenges and opportunities in this area. Where appropriate, quantitative and comparative data should be included.
      • An assessment of the committee’s performance, including a review of how well the committee’s goals for the year were achieved and what improvement the committee expects to make.
      • Specific goals for the committee for the next year, which are to be set in consultation with the Chancellor and the President.

  5. Staff Support for Standing Committees

    • Each standing committee of the Corporation shall be staffed by a senior officer of the administration, as designated in the charge of each committee. That officer will be responsible for working with the chair of the committee to prepare agendas, materials, communications and reports as well as managing the overall work of the committee.
    • Each year staff members who are expected to attend committee meetings in their entirety (with the exception of executive sessions) will be designated by the Secretary of the University. Any additional staff attendees will be invited, depending on the agenda, to be present by the committee chair, through the officer who staffs that committee.
    • Each senior officer who staffs a committee is responsible, in consultation with their chair, to designate a staff person to take minutes of each committee meeting. That staff person should be appropriate in terms of skills and position for the task and to handle the sensitive and confidential information which is discussed at these meetings. Copies of all minutes shall be placed on file in the permanent records of the Corporation.

  6. Attendance

    • Each Corporation member is expected to attend as many meetings of the Corporation as possible, but in any case, at least half of those held during his or her term of office. If the minimum standard of attendance is not maintained over a two-year period and there are no extenuating circumstances, a member may be requested to resign. If a member knows that he or she will be unable to attend meetings for a period, the member may request a leave of absence from the Secretary of the Corporation.
    • Current Corporation members may (with a few exceptions, such as Senior Administration) attend any committee meeting as a guest. Members attending as a guest will not vote, generally will not participate in deliberations, and will not attend any executive sessions.

Terms of Office

  1. Alumni and Alumnae Trustees

    • Pursuant to the agreement between the Corporation and the Associated Alumni of Brown University dated October 17, 1981, as amended:

      • A trustee elected pursuant to this agreement shall present his or her resignation at the sixth midwinter meeting of the Corporation held after he or she is elected by the Corporation, which resignation shall take effect on the following June 30.

        An alumni or alumnae trustee shall not be eligible for renomination by the Alumni until after the lapse of one year from the effective date of his or her resignation.

  2. Term Trustees

    • In accordance with the convention adopted by vote of the Corporation on June 19, 1944, as amended, each person elected to the Board of Trustees upon nomination by the Committee on Trustee Vacancies shall submit a resignation to take effect at the close of a Commencement meeting of the Corporation (by consensus, on June 30), held not more remotely than seven years after the date of his or her election and specified in the report of the Committee after agreement with the nominee.
    • That each person elected to the Board of Trustees shall serve no more than two non-consecutive six year terms, except in unusual circumstances and, provided that, in the event the person shall be elected an officer of the Corporation, the term of the person so elected shall be extended for a period of time equal to the term of years he or she serves as an officer.
    • Each person elected to the Board of Trustees in the position of Young Alumnus Trustee shall submit a resignation to take effect at the close of a Commencement meeting of the Corporation (by consensus, on June 30) held not more remotely than three years after the date of his or her election. Each person elected to the Board of Trustees as a Young Alumnus Trustee shall serve no more than one three-year term in this position.

  3. Fellows

    • That each person elected to the Board of Fellows for a term commencing on or after July 1, 1981 shall be elected for a single term of not more than eleven years and shall not be eligible for reelection, except in unusual circumstances and, provided that, in the event the person shall be elected an officer of the Corporation, the term of the person so elected shall be extended for a period of time equal to the term of years he or she serves as an officer.

Bylaws of the Emeriti Association

  1. Article I: Purposes

    • The purpose of this Association is to afford a means for the continuance of an active interest and participation, where appropriate, in the affairs of Brown University and in its development by Corporation members following their terms as trustees or fellows.

  2. Article II: Membership

    • All former members of the Corporation shall be eligible for membership.

  3. Article III: Executive Committee

    • The Emeriti Executive Committee is responsible for overseeing Emeriti activities and engagement. It consists of members appointed by the Chancellor and drawn in a representative manner from the Emeriti population. Members serve terms of three-years with the possibility of being renewed once. The Executive Committee is charged with identifying meaningful opportunities for engagement and acting as a catalyst and resource for Emeriti-related issues and topics. The Committee will, among other tasks, oversee programming at the May Corporation meeting for Emeriti members and the engagement of Emeriti in regionally-based activities in support of the University. The Committee will be supported in its work by the Corporation Office of the University.
    • Chairs of the Emeriti Executive Committee shall be appointed by the Chancellor from among its members biennially.

  4. Article IV: Meetings

    • The Association shall meet a minimum of two times per year of which one is in conjunction with the May meeting of the Corporation. Other meetings may be held on the call of the Emeriti Executive Committee. Notices of each meeting shall be sent by the Secretary to all former members of the Corporation. At each meeting the Emeriti Executive Committee shall arrange for presentation by faculty members, students or officials of Brown University of some current aspect of the activities of Brown University.

  5. Article V: Amendment

    • A recommendation to the Corporation to amend these Bylaws may be made at any regular meeting of the Association by majority vote, provided that the substance of any proposed Amendment shall have been stated in the notice of the meeting.

Minutes of the Corporation Meetings

  1. Minutes of the business meetings of the Corporation shall be maintained by the University Archives. Minutes of business meetings held prior to July 1, 2009 shall remain closed to researchers for a period of fifty (50) years from the date of the record’s creation. Minutes of business meetings held subsequent to July 1, 2009 shall remain closed to researchers for a period of twenty-five (25) years from the date of the record’s creation.