Committees
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Committees
In addition to the executive committee required by statute, KRS 164.830(1)(c), the Board shall establish any committees, standing or ad hoc, required for the conduct of its business. The Board will define the membership composition and charge to such committees. The Chair of the Board of Trustees will make appointments to such committees after receiving recommendations from the Trustees. The Chair of the Board of Trustees will designate the Chair of each committee. The President shall be an ex-officio, non-voting member of all committees except the Audit, Compliance and Risk Committee. The President shall not be a member of the Audit, Compliance and Risk Committee.
Each committee shall consist of no less than three Trustees. Members of committees shall hold office until the appointment of their successors. Any vacancies on standing committees shall be filled by appointment of the Chair of the Board of Trustees unless otherwise provided by statute or these By-Laws. Authority to act on all matters is reserved to the Board unless expressly delegated to a committee by formal action of the Board, and the duty of each committee shall be to consider and make recommendations to the Board on matters referred to it.
Standing Committees
The Academic and Student Affairs Committee considers all recommendations for academic centers, institutes, degree granting programs and other academic entities. In addition, the committee considers all nominations from whatever source for a University-wide award or for the granting of any honorary degree from the University, and is involved in all discussions of and recommendations to the Board of Trustees of those to be considered for such awards or honorary degrees.
The Academic and Student Affairs Committee also considers all recommendations for promotion within the University and the awarding of tenure and any other matters that require action by the Board of Trustees under state law or The Redbook; and following such review, the committee shall make its recommendations to the full Board of Trustees.
This committee also administers the Trustees Award which honors faculty who have had an extraordinary impact on students. The committee makes its recommendations to the Board of Trustees for approval in time for presentation to the award winner at University Commencement ceremonies.
The Academic and Student Affairs Committee consists of a chair and at least four additional trustees, including representatives of the Faculty Senate and Student Government Association.
Committee members:
Raymond Burse, Chair
Jerry Abramson
Eugene Mueller
Allie Rose Phillips
Diane Porter
Sherrill Zimmerman
The Audit, Compliance, and Risk Committee recommends the designation of an independent auditor and shall cause to be prepared and submitted to the Board of Trustees for approval at least once a year an audited statement of the financial condition of the University as of the close of the fiscal year and of the receipts and expenditures for each year. The committee may request any designated independent auditor, internal auditor, or any other officer or employee of the University to appear before it to report on the financial condition of the University and answer any questions the committee might have.
The committee also receives other audit reports pertaining to the institution and recommends any changes deemed appropriate to financial control and accounting systems. In addition, the committee monitors internal controls and risk management.
The Audit, Compliance and Risk Committee consists of a chair and at least two additional trustees. All members of this committee shall be financially literate meaning they shall be able to read and understand fundamental financial statements; including balance sheets, income statements and cash flow statements. All members are independent of the institution. The President of the University may, upon invitation of the committee, attend any meeting but in no event shall the president be a member of the committee, or have any voting rights. This committee may have at least one non-voting community advisor who has extensive accounting, auditing and financial management expertise, but such person’s participation shall be advisory only and on a non-voting basis. There shall be no overlapping membership of this committee and the Finance Committee.
Committee members:
Diane Medley, Chair
Kevin Ledford
Al Cornish
Larry Hayes
Becky Phillips, Advisor, Non-Voting
The Finance Committee considers the budget recommendations of the President and submits its recommendations thereon to the Board of Trustees. At the meeting of the board when it considers the annual Operating Budget, the Finance Committee chair shall make a report on the University’s financial situation.
This committee also (i) reviews and recommends board requests and plans for borrowing; (ii) monitors financial performance; (iii) ensures that accurate and complete financial records are maintained; (iv) ensures that timely and accurate financial information is presented to the board; and (v) provides oversight for endowment and other institutional investments.
The Finance Committee also ensures compliance with the Spending Policy and in that capacity, reviews and recommends to the Board of Trustees requests for approval of any financial transaction requiring board approval, whether by statute, regulation, board bylaws, the Spending Policy or board resolutions.
The committee consists of a chair and three to six additional trustees. The Treasurer of the Board of Trustees chairs the Finance Committee. One of three constituency representatives who then serve as trustees shall be a member of this committee, and such constituency representative shall be appointed on a rotating academic year basis.
Committee Members:
Brian Lavin, Chair
Larry Benz
Raymond Burse
Chris Dischinger
Eugene Mueller
Allie Rose Phillips
The Executive and Compensation committee shall, under the powers delegated to it in accordance with the Kentucky Revised Statutes, act for the Board of Trustees during the interim between meetings of the board. The Executive and Compensation Committee carries out assignments given it by the Board of Trustees and makes such reports to the board as required by it.
The committee also conducts the annual evaluation of the president. Its role in matters of compensation is to consider and recommend to the Board of Trustees compensation for the president and executive vice presidents, pursuant to applicable state law and in accordance with the Spending Policy.
The Executive and Compensation Committee consists of the officers of the Board of Trustees, one at-large member of the board who is elected by the board, and one of the three constituency representatives. In the case of the one constituency representative, the seat is filled on a rotating academic year basis in the following order and sequence beginning with the 2017-2018 academic year: the Faculty Senate chair, the Student Government Association president, and the Staff Senate chair.
The Chair of the UofL Foundation Board of Directors shall be invited to participate in meetings of this committee where the compensation of the president will be considered or discussed, solely as an advisor and such participation shall be on an ex-officio, non-voting basis.
Committee Members:
Diane Medley, Chair
Larry Benz, Vice Chair
Brian Lavin, Treasurer
Sherrill Zimmerman, Secretary
Diane Porter, At-Large
Allie Rose Phillips, Student Constituency Representative
The Human Resources Committee oversees the University’s human resources policies and practices and advises the president, other members of the university administration, and the Board of Trustees on major aspects of workforce planning, strategy and investment to ensure that the workforce configuration and culture are optimally suited to the strategic needs of the University and reflect its values of equity, diversity, and inclusion.
The committee advances the University’s mission by promoting fair and respectful practices and compliance with all applicable labor, employment, and workplace laws.
This committee consists of a Chair and no fewer than four additional trustees, including a representative of the Staff Senate.
Committee Members:
Al Cornish, Chair
Jerry Abramson
Larry Benz
Kevin Ledford
Sherrill Zimmerman
The Governance, Trusteeship, and Nominating Committee has the duty: to help orient new trustees toward fulfilling the responsibilities of trusteeship; to ensure that trustees have ongoing education; to annually review and evaluate the Board’s structure, composition, policies and bylaws against state law and board practices; to assess annually the performance of the Board and Trustees; to assure compliance with the bylaws and state law regarding optimum terms of service of trustees and officers; to nurture the collegiality and vitality of the board; and to consider at least annually and recommend to the Board of Trustees all changes to the bylaws and policies, and assure that the board’s bylaws reflect the direction of the Board of Trustees and current state law.
In addition, this committee acts as the nominating committee for the board and solicits nominations from among the trustees when making its recommendations for the annual election of officers. The committee consults with all trustees prior to presenting its recommendations to the board for the election of officers at the annual meeting.
The Governance, Trusteeship, and Nominating also develops the tool for presidential evaluation and work with the Chair of the Board and the Executive and Compensation Committee to ensure that the president is evaluated consistently and annually.
This committee shall consist of a Chair and at least three additional trustees, including one constituency representative. If possible, one member of this committee should be a lawyer.
Committee Members:
Eugene Mueller, Chair
Raymond Burse
Diane Medley
Diane Porter
Sherrill Zimmerman
Ad Hoc Committees
This committee, formed on July 9, 2024, was formed to review the university's current presidential search policies and procedures, as requested by the Faculty Senate.
Committee Members:
Al Cornish, Chair
Raymond Burse
Eugene Mueller