BOARD OF REGENTS

SMITHSONIAN INSTITUTION

CHARTER OF THE STRATEGY, INNOVATION, AND TECHNOLOGY COMMITTEE

JANUARY 2023

I. Establishment by the Board of Regents

The Bylaws of the Board of Regents establish the Strategy, Innovation, and Technology 

Committee. See Bylaw 4.08.

II. Statement of Purpose

The purpose of the Strategy, Innovation, and Technology Committee is to assist the Board of 

Regents in cooperation with the Secretary in (1) overseeing the development, periodic

refreshment, and implementation of a pan-Institutional strategic plan; (2) promoting 

programmatic collaborations among Smithsonian units and between the Smithsonian and 

outside organizations; (3) overseeing the Smithsonian’s innovation and technology strategies

and initiatives; (4) assisting the Finance Committee and the Board of Regents with the 

evaluation of management proposals for strategic investments, partnerships, and

collaborations; (5) providing guidance and direction on Smithsonian Enterprises’ innovation and 

technology initiatives; and (6) performing such related functions as may be assigned to it by the 

Board of Regents. 

III. Appointment, Membership, and Length of Service

A. Membership and Appointment

1. The Strategy, Innovation, and Technology Committee shall consist of no fewer than two 

(2) and no more than five (5) Regent members. The Committee also may consist of nonRegent members well-chosen for their expertise of relevance to the duties and 

responsibilities of the Committee. In addition, consideration for membership of Regents 

Emeriti with an interest in, or relevant expertise in, the work of the Committee is 

encouraged. Non-Regent members of the Strategy, Innovation, and Technology 

Committee shall comply with the same Ethics Guidelines as the Regents.

2. With the approval of the Board of Regents, the members of the Strategy, Innovation, 

and Technology Committee shall be appointed by the Chancellor.

3. The Board of Regents, in accepting the Report of the Nominating Committee on January 

6, 2003, provided that:

a. Sitting committee chairs may recommend to the Governance and Nominating 

Committee the preferred membership and chairmanship for their respective 

committees for the ensuing calendar year.
2

b. At the first Regents’ meeting of the new calendar year, the Governance and 

Nominating Committee will propose for the Regents’ consideration, the

recommended memberships and chairmanships for all committees (except the 

Executive Committee).

B. Length of Service

1. With the approval of the Board of Regents, a Regent may serve on the Strategy, 

Innovation, and Technology Committee for the length of his or her term as a Regent, but 

in no event longer than twelve (12) years. With the approval of the Board of Regents, a 

non-Regent may serve up to six (6) years as a non-Regent member of the Strategy, 

Innovation, and Technology Committee.

2. A Regent Emeritus may be encouraged to continue his or her service to the Smithsonian 

by serving as many as, but no more than, three (3) years on selected committees 

following his or her active service as a Regent. The Governance and 

Nominating Committee will review the effectiveness of any Regent Emeritus serving on 

the Strategy, Innovation, and Technology Committee along with that of all the Regents 

in its annual nominations.

IV. Rules for the Conduct of the Meetings of the Strategy, Innovation, and Technology 

Committee

A. Strategy, Innovation, and Technology Committee Policies and Procedures

1. The Strategy, Innovation, and Technology Committee shall have the power to adopt 

rules for the conduct of its business with respect to all matters not provided for in the 

Bylaws of, or as provided by, the Board of Regents. See

Bylaw 4.11.

B. Chair

1. The Committee chair shall be appointed by the Chancellor, with the approval of the 

Board of Regents. See Bylaw 4.11. Only sitting Regents are eligible to be chair of the 

Strategy, Innovation, and Technology Committee.
3

2. If the chair is unable to attend a meeting, a substitute chair, for the purposes of that 

meeting only, will be identified among those members who have indicated that they will 

be present.

C. Meetings

1. The Committee shall hold not less than three (3) meetings each year and such additional 

meetings as the Committee chair may deem necessary or appropriate. 

2. The Committee chair or any three members of Strategy, Innovation, and Technology 

Committee may call special meetings of the Committee.

3. Notice of the meetings of the Strategy, Innovation, and Technology Committee may be 

given by hand delivery, U.S. Mail, express mail, electronic facsimile, or electronic mail.

4. An agenda of each meeting will be provided in advance to the members of the Strategy, 

Innovation, and Technology Committee.

5. The meetings of the Strategy, Innovation, and Technology Committee may be conducted 

in person, by video conference, or by telephone conference call.

6. If a majority of the Strategy, Innovation, and Technology Committee agrees, the 

Committee may conduct business by written ballot (whether in paper or electronic 

format) without a meeting. The vote of a majority of the Committee by written ballot 

will constitute the action of the Committee.

D. Quorum

1. Section 4.10 of the Bylaws of the Board of Regents provides:

. . . [A ] majority of the members of all standing and special committees as may be 

established by the Board shall constitute a quorum.

2. In the absence of a quorum, a lesser number may adjourn the meeting.
4

V. Responsibilities and Duties of the Strategy, Innovation, and Technology Committee

A. The responsibilities and duties of the Strategy, Innovation, and Technology Committee

include the following:

1. assisting the Board of Regents with oversight of the development, periodic refreshment, 

and implementation of a pan-Institutional strategic plan;

2. promoting programmatic collaborations among Smithsonian units and between the 

Smithsonian and outside organizations; 

3. assisting the Board of Regents with oversight of the development and implementation 

of the Smithsonian’s innovation and technology strategies, and evaluating the 

Smithsonian’s innovation and technological initiatives;

4. assisting the Finance Committee and the Board of Regents with evaluating management 

proposals for strategic investments, partnerships, and collaborations; 

5. assisting the Board of Regents in providing guidance and direction on Smithsonian 

Enterprises’ innovation and technology initiatives; and

6. undertaking such other matters and review such other issues as may be directed from 

time to time by the Board of Regents.

VI. Communications and Minutes

A. The Committee chair will report orally or in writing to the Board of Regents on other 

matters discussed at the most recent Committee meeting.

B. Minutes of each meeting of the Strategy, Innovation, and Technology Committee will be 

prepared. Draft minutes will be provided to all members for their review and, upon 

approval, will be made a part of the official record of the proceedings of the Board of 

Regents. If the Committee has not approved the minutes prior to the next full Regents 

meeting, draft minutes will be provided to the Board. The Board will be informed 
5

subsequent to their meeting if any significant changes are made in the final version of the 

Strategy, Innovation, and Technology Committee minutes. The official record of the Board 

of Regents proceedings for any given Regents meeting will incorporate the latest version of 

the Strategy, Innovation, and Technology Committee’s minutes at the time the official 

record is published.

VII. Resources and Authority

A. Staff Support and the Retention of Outside Advisors and Consultants 

The Committee may, without further action by the Board of Regents, retain any external 

advisors, attorneys, consultants, and accountants (collectively “Advisors”) it deems 

necessary to carry out the Committee’s responsibilities. The Smithsonian will adequately 

fund the costs and expenses of these Advisors under arrangements that assure the 

independence of these Advisors and their loyalty to the Institution, the Board of Regents, 

and the Committee. See Bylaw 4.09.

B. Indemnification

Section 2.12 of the Bylaws of the Board of Regents provides:

Members of . . . Regents’ Committees . . . may be indemnified for any and all liabilities and 

reasonable expenses incurred in connection with any claim, action, suit, or proceeding 

arising from present or past service for the Smithsonian Institution, in accordance with 

resolutions adopted by the Board. 

C. Expenses

1. Section 4.11 of the Bylaws of the Board of Regents provides:

. . . Expenses of members in attending meetings of committees established 

by the Board of Regents, including travel expenses to and from the place 

of meeting, may be paid by the Institution . . .

2. It is understood that expenses claimed will be appropriate and reasonable, in keeping 

with the Smithsonian’s nature as a public trust.
6

VIII. Periodic Review

A. Charter Review

1. As part of its duties to assist the Board of Regents in reviewing the Smithsonian’s 

philosophy, policies, and procedures, regarding strategic planning and program issues at 

the Institution, the Committee may propose changes to this Charter.

2. The Committee routinely will review and assess the adequacy of the Strategy, 

Innovation, and Technology Committee Charter. In consultation with the Governance 

and Nominating Committee, the Committee will submit any proposed revisions to the 

Board of Regents for its approval. 

B. Committee Performance

1. The Committee will at least annually evaluate its own performance with respect to the 

requirements of the Charter in such a manner as the Committee, in consultation with 

the Governance and Nominating Committee, deems appropriate.