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Bylaws of Norwich University

Article Four - Committees

Committees of the Board of Trustees

Section 1. Committees of the Board of Trustees shall be the Executive Committee, the Investment Committee, the Budget and Finance Committee, the Audit Committee and such other committees as the Board shall designate.

Executive Committee

Section 2. The Executive Committee shall consist of nine (9) Trustees: the Chairman of the Board of Trustees and eight (8) other Trustees chosen by the Board of Trustees at an annual meeting. Said eight (8) Trustees shall serve for a term of one year or more as the Trustees may determine.

Powers of the Executive Committee

Section 3. The Executive Committee shall have and exercise all the powers and authority of the Board of Trustees during all intervals between meetings of the Board of Trustees, except as limited by law, or by the Articles of Association. However, it shall not have power to remove members of the Board or officers of the University or Board; it shall not have power to consent to the conferring of degrees, diplomas, honors or licenses, except honorary degrees; it shall not have power to conduct the affairs of the University in any phase thereof in conflict with the general policy adopted from time to time by the Board; but, on the other hand, shall conduct such affairs in conformity with such policy.

Report of the Executive Committee

Section 4. The Executive Committee shall report any acts to the next ensuing meeting of the Board of Trustees for approval. Rights of third parties resulting from valid action of the Executive Committee shall not be affected by disapproval of such action by the Board of Trustees.

Record of the Executive Committee

Section 5. Separate records of the activities of the Executive Committee shall be kept and submitted to the Board of Trustees by the Secretary.

Secretary of the Board and Executive Committee

Section 6. The Secretary of the Corporation shall serve as the Secretary of the Board of Trustees and of the Executive Committee.

Investment Committee

Section 7. The Investment Committee shall consist of the President and three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The committee shall have supervision of and be responsible for the investment of all funds and securities of the University not immediately required for current expenses.

The Chairman of the Board of Trustees shall designate the Chairman and the Secretary of the Committee.

Budget and Finance Committee

Section 8. The Budget and Finance Committee shall consist of three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The Chairman of the Board of Trustees shall designate the Chairman and Secretary of the Committee.

The President shall submit to the Budget and Finance Committee no later than May 1st of each year, or earlier if required by the Chairman of the Board of Trustees, a tentative budget for the year beginning July 1 ensuing. Such tentative budget shall include the comparable income and expenditures under each item as provided in the revised budget of the previous fiscal year. It shall also show in detail the estimated expenditures necessary for the proper maintenance of the several departments of the Corporation, and separately the respective amounts necessary for repairs, renewals, additions or improvements. The Budget Committee shall submit the tentative budget with such changes as it thinks proper to the Board of Trustees at the annual meeting.

Payments by the Treasurer / Revised Budget

The Treasurer may make payments in accordance with the tentative budget from the time and in the form adopted by the Board of Trustees until either at an adjourned annual meeting of the Board of Trustees or at a special meeting the Board of Trustees may direct otherwise. Each year after receipt of the auditors' report of the operations of the previous fiscal year, the President shall submit to the Budget and Finance Committee, a final budget for that fiscal year. Such budget shall correspond in detail and form to the tentative budget. The Budget and Finance Committee shall recommend such changes in such budget as it deems wise, and submit the same to the Board of Trustees at any adjourned annual meeting or special meeting for consideration.

Payments by the Treasurer

For the remainder of the fiscal year, the Treasurer may make payments in accordance with the final budget as adopted by the Board of Trustees.

Audit Committee

Section 9. The Audit Committee shall consist of three (3) or more Trustees chosen by the Board of Trustees at each annual meeting. The Committee shall nominate for approval by the Board of Trustees the auditors for the annual examination of the University's financial statements; it shall also meet with the auditors at least twice annually to review the scope of the annual examination and to receive the auditors' annual report.

The Chairman of the Board of Trustees shall designate the Chairman of the Committee.

Other Committees

Section 10. If the Board of Trustees shall designate any other committee or committees consisting of any of the Board's members, it shall do so by resolution which shall specify with respect to each committee, the name of the committee, the number of members constituting the committee, the names of the members, duties of the committee, and the names of the persons who shall act as Chairman and Secretary.

Committee Vacancies

Section 11. Any vacancy on any committee may be filled by the Chairman of the Board of Trustees.