BOARD OF REGENTS

SMITHSONIAN INSTITUTION

CHARTER OF THE FACILITIES COMMITTEE

JULY 2018

I. Establishment by the Board of Regents

The Bylaws of the Board of Regents establish the Facilities Committee. See Bylaw 

4.04.

II. Statement of Purpose

The Facilities Committee assists the Board of Regents in (1) providing leadership and 

oversight for the construction, revitalization, and maintenance of the Smithsonian’s 

physical plant and (2) engaging the Congress and other stakeholders to address, on a 

continuing basis, the Smithsonian’s facilities needs. See Bylaw 4.04.

III. Appointment, Membership, and Length of Service

A. Appointment

1. The Facilities Committee shall consist of no fewer than three (3) and no more 

than six (6) Regent members. The Committee also may consist of non-Regent 

members well-chosen for their expertise of relevance to the duties and 

responsibilities of the Committee.

2. With approval of the Board of Regents, the members of the Facilities Committee 

shall be appointed by the Chancellor.

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

(now Governance and Nominating Committee) on January 6, 2003, provide 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.

b) The Governance and Nominating Committee proposes for the Regents’

consideration at the first Regents’ meeting of each calendar year a motion 

including recommended memberships and chairmanships for all committees.
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B. Membership

1. A sitting Regent majority shall be maintained on all committees, except as 

explicitly stated in a specific committee’s charter. Non-Regent committee 

members (including Regent Emeriti) should be well-chosen for their expertise.

2. Non-Regent members of the Facilities Committee shall be subject to the same 

ethics guidelines as apply to the Regents.

C. Length of Service

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

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 Facilities 

Committee.

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

January 6, 2003, provided that a Regent may be appointed as a Regent Emeritus 

and 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 Facilities Committee member serving as a 

Regent Emeritus along with that of all of the Regents in its annual nominations.

IV. Rules for the Conduct of Meetings of the Facilities Committee

A. Facilities Committee Policies and Procedures

The Facilities Committee shall have power to adopt rules for the conduct of its 

business with respect to all matters not provided for in the Bylaws 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 Facilities Committee.

2. If the Committee 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.
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C. Meetings

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

additional meetings as the Chair may deem necessary or appropriate. 

2. The Chair or any three members of the Committee may call special meetings of 

the Facilities Committee.

3. Notice of the meetings of the Facilities Committee may be given by hand 

delivery, by deposit in the U.S. Mail, by express mail, by electronic facsimile or by 

electronic mail.

4. Members of the Facilities Committee will be provided an agenda in advance of 

each meeting.

5. The meetings of the Facilities Committee may be conducted in person, by 

videoconference, or by telephone conference call. 

6. If a majority of the Facilities 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 ballots submitted shall 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 committees. . .shall constitute a 

quorum.

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

V. Responsibilities and Duties of the Facilities Committee

A. The responsibilities and duties of the Facilities Committee shall include the 

following:

1. provide leadership and oversight for the construction, revitalization, and 

maintenance of the Smithsonian’s physical plant;

2. develop and oversee the implementation of strategies to engage Congress and 

other stakeholders on a continuing basis in efforts to address the Smithsonian’s

facilities needs; 
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3. consider, as appropriate, matters relating to the physical plant of the 

Smithsonian, including approval of plans for new construction and revitalization

and the Institutional prioritization of capital projects plans and requests, as well 

as, and in coordination with the Finance Committee, the Federal Facilities Capital 

Budget and associated trust and Federal Maintenance Budgets;

4. provide guidance and advice to the Secretary, the Chair of the Capital Planning 

Board, and senior Smithsonian staff on facilities-related matters; and

5. undertake 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 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 Facilities 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 formally approved the minutes prior to the next meeting of the 

Board of Regents, a draft of the minutes will be provided to the Regents. The Board 

of Regents will be informed subsequent to their meeting if any significant changes 

are made in the final version of the Facilities Committee minutes. The official record 

of the Board of Regents’ proceedings for any given Regents’ meeting will incorporate 

the latest version of the Facilities 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 

Institution 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 Committee, and the Board of Regents. See Bylaw 4.09.
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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 shall be appropriate and reasonable in 

keeping with the public trust with which the Institution has been entrusted.

VIII. Periodic Review

A. Charter Review

1. As part of its continuing commitment to improving the physical plant of the 

Institution, the Committee may propose changes to this Charter. 

2. The Committee will review and assess periodically the adequacy of the Facilities 

Committee Charter. In consultation with the Governance and Nominating 

Committee, the Committee will submit proposed revisions to the Board of 

Regents for its approval.

B. Committee Performance

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.