12.1    The Board shall elect in each academic year Trustees to serve as the Chairs, Vice Chairs if desired, and members, not less than three for each committee, of the following committees, who shall hold office, except as otherwise provided with respect to the Executive Committee in Section 13.1, for one year and until the election of their respective successors:

The Executive Committee;
The Committee on Academic Affairs;
The Committee on Finance;
The Committee on Grounds and Buildings;
The Committee on Student Life, Health, and Athletics;
The Committee on Advancement;
The Committee on Audit and Compliance;
The Committee on Honorary Degrees;
The Committee on Public Affairs;
The Committee on Diversity and Inclusion;
The Committee on Board Development;
The Committee on Compensation.

The Board at any meeting may elect Trustees to fill vacancies in any such committee leadership or membership, or to enlarge the membership of any committee.  Officers of the Corporation and academic officers may be elected to serve as non-voting Secretaries for committees of the Board.
    
12.2    The Executive Committee shall hold regular meetings at least once in the months of July and January, and shall determine whether to meet on other occasions, but the Board may change the date of any regular meeting at a preceding meeting of the Board; the other committees shall meet as necessary.  The Chair of any committee may, and on the request of the Board of Trustees or the President or of three members of the committee shall, call a meeting of the committee or any subcommittee thereof.  At least three days’ written notice of the time and place of each meeting shall be given to each committee member, except that in case of emergency a meeting of any committee or any subcommittee thereof may be called upon such shorter notice as the Chair of the committee may determine, but in no event less than one day’s notice, unless notice is waived by unanimous written consent of the members of the committee or subcommittee.

12.3    Three voting members, or one third of the membership, whichever is larger, shall constitute a quorum competent for the transaction of business at meetings of each committee or any subcommittee thereof.  In the absence of a quorum at the time and place set for a meeting, the voting member or members present may adjourn the meeting from time to time until a quorum is present.  At least one day’s written notice of the time and place of such adjourned meeting shall be given to each committee member.  Action may be taken without a meeting as provided in Section 2.7.

12.4    Minutes of meetings of committees, except for the Committees on Honorary Degrees, Board Development, and Compensation, shall normally be presented to the Board for information, although each committee shall report orally to the Board on actions taken by the committee.  Each committee shall, when requested by the Chair of the Board, present to the Board a comprehensive report on some aspect of the matters under its charge.

12.5    In connection with the stated meetings of the Board in September, November, January, and March or April the Board shall convene as a Committee of the Whole to address longer-term issues as well as issues that transcend more than one committee.  Meetings of the Committee of the Whole shall be chaired by the Chair of the Board.   

12.6    The Board may appoint such other committees as it may see fit.
    
12.7    All committees of the Board shall exercise their powers subject to the general control of the Board.

12.8    Unless otherwise provided herein, only members of the Board may serve as voting members of committees.