2.6 Executive Committee
EFFECTIVE: 1/5/2011 · REVISED: 3/5/2024
Purpose #
The Executive Committee (the committee) exercises the power and authority of The University of Tennessee Foundation, Inc. (UTFI) Board of Directors (Board) between regular Board meetings and when timing is critical. The committee also provides oversight and coordination for the work of other board committees and functions as both the compensation and investment committees of the Board.
Organization #
The Executive Committee is a standing committee of the board established pursuant to Article VI (Committees of the Board), Section 1 (Executive Committee), of the Foundation’s bylaws and shall operate pursuant to the UTFI bylaws.
Roles and Responsibilities #
The Executive Committee shall:
Between Meetings of the Board #
Pursuant to Article VI, Section 1 of the bylaws, the committee may exercise all the powers of the Board between meetings, except:
- The committee shall not have the authority to elect, appoint, or remove Directors or officers, nor to amend the Bylaws or the Charter,
- The committee shall not have the power to dissolve the Foundation or sell all or substantially all of its assets, and
- The committee’s power shall be limited to making commitments on behalf of the Foundation which do not exceed five million dollars ($5,000,000.00).
The committee shall report to the Board at the next regularly scheduled meeting all decisions made.
Compensation #
Pursuant to Article VI, Section 1 of the bylaws, , the committee shall oversee compensation of UTFI employees (except the President and CEO) and recommend to the Board the UTFI incentive compensation plans and any new UTFI benefit programs.
The compensation of the UTFI President is originally set by the University of Tennessee Board of Trustees at the recommendation of the UT President, as set forth in Article II, paragraph 1(a) of the Affiliation and Services Agreement between The University of Tennessee and The University of Tennessee Foundation, Inc. UTFI Board leadership shall consult with the President of the UT System as he conducts the annual performance review of the UT Vice President for Development and Alumni Affairs/UTFI President and CEO.
Investment #
Until such time as an Investment Committee is created pursuant to Article II, Section 3(a) of the Affiliation and Services Agreement between UT and UTFI, the committee shall recommend to the Board to participate in the University’s Consolidated Investment Pool (CIP) for endowments and accept the CIP’s asset allocation, disbursement, and spending policies, all of which adhere to federal and state laws including the Uniform Prudent Management of Institutional Funds Act.
Other Responsibilities #
The committee shall also:
- Coordinate the work of all Board committees.
- Promote good communication among standing committees.
- Serve as liaison between UTFI and any fundraising foundations deemed affiliated by the UT Board of Trustees.
- Serve as liaison between UTFI and key volunteer groups.
- Undertake special projects in furtherance of the purposes of the Foundation which the Board may specifically commit to the committee.