BOARD OF REGENTS

SMITHSONIAN INSTITUTION

CHARTER OF THE FINANCE COMMITTEE

AUGUST 2022

I. Establishment by the Board of Regents 

The Bylaws of the Board of Regents establish a Finance Committee. See Bylaw 4.05.

II. Statement of Purpose

The purpose of the Finance Committee is to assist the Board of Regents in 

(1) overseeing the Institution’s annual budgets and long-range financial planning; 

(2) assisting the Board of Regents in fulfilling its oversight responsibility of Smithsonian 

Enterprises; and (3) performing such related functions as may be assigned to it by the 

Board of Regents. See Bylaw 4.05.

III. Appointment, Membership, and Length of Service

A. Appointment

1. The Finance 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 the approval of the Board of Regents, the members of the Finance 

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, 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.

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

consideration at the first Regents’ meeting of the new 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. The members of the Finance Committee shall be individuals who have had 

extensive expertise dealing with public and/or private sector issues involving 

accounting, financial analysis, budgeting, and asset and liability management. 

3. Individuals currently associated with the Smithsonian Institution’s fund raising, 

finances, or programs such that a reasonable person might question that 

individual’s independence and ability to evaluate without bias the Institution’s 

financial plans may not serve on the Finance Committee. 

4. Non-Regent members of the Finance 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 Finance 

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 Finance 

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 not 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 Finance 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 Finance Committee

A. Finance Committee Policies and Procedures

The Finance 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. 
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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 Committee.

2. If the Chair is unable to attend a meeting, the Chair can appoint a substitute 

Chair, for the purposes of that meeting only, who will be identified among those 

members who have indicated that they will be present.

C. Meetings

1. The Committee will 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 (3) members of the Finance Committee may 

call special meetings of the Committee.

3. Notice of the meetings of the Finance 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 Finance Committee will be provided an agenda in advance of 

each meeting.

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

videoconference, or by telephone conference call.

6. If a majority of the Finance 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 an 

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, or the 

Chair may authorize the conduct of business by written ballot following the 

meeting.
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V. Responsibilities and Duties of the Finance Committee

A. In accordance with Sections 4.05 and 6.02 of the Bylaws of the Board of Regents, the 

Finance Committee shall assist the Board in its oversight of the Institution’s longrange financial planning, including the following:

1. reviewing the performance of the Institution’s endowment on a regular basis 

and recommending to the Board of Regents annually the payout from the 

endowment to be made available to the Institution for its annual operations.

2. reviewing external debt financing proposals for major construction projects and 

the status of the Institution’s external debt position as required, but no less 

frequently than once a year.

3. reviewing the Capital Investment Plan of Smithsonian Enterprises as required, 

but no less frequently than once a year.

4. augmenting the Institution’s endowment fund from time to time through 

budgetary transfers of the net income derived from investments, donations, or 

revenues from auxiliary activities.

5. assisting the Board of Regents in fulfilling its oversight responsibility of 

Smithsonian Enterprises, including approving individual investments from nonendowed reserves of the Institution recommended by Smithsonian Enterprises 

for the Smithsonian strategically taking ownership positions in high-growth, 

mission-compatible enterprises that contribute to the increase and diffusion of 

knowledge. 

B. In accordance with Sections 4.05, 6.03, and 6.04 of the Bylaws of the Board of 

Regents, the Finance Committee shall assist the Board in its oversight of the 

Institution’s budget, including the following:

1. considering the Institution’s proposed annual Federal budget and recommending 

to the Board of Regents that the budget be approved for submission to the 

Office of Management and Budget.

2. reviewing the Institution’s proposed annual Federal budget as approved by the 

Office of Management and Budget, recommending to the Board of Regents that 

the budget be approved for submission to the Congress of the United States for 

its consideration, and reviewing the approved annual appropriation act.

3. reviewing annually the proposed combined Federal and Trust budget for the 

Institution, which includes the Institution’s program plans, its estimated income 
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from all sources, and the expenditures proposed for the ensuing fiscal year, and 

recommending to the Board of Regents that it be approved.

4. recommending to the Board of Regents that it authorize the Secretary to expend 

appropriated and non-appropriated Trust funds in accordance with the approved 

budget, Federal law, and the policies of the Board of Regents.

VI. Communications and Minutes

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

matters discussed at the most recent Committee meeting.

B. Minutes of each meeting of the Finance 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 Finance Committee minutes. The official record 

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

the latest version of the Committee’s minutes at the time the official record is 

published.

VII. Resources and Authority

A. Staff Support and the Retention of Outside Advisors

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. 
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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 Institution’s need to protect the public trust with which it has 

been entrusted.

VIII. Periodic Review 

A. Charter Review

1. As part of its duties to be responsible for oversight of the Institution’s annual 

budgets and long-range financial planning, the Committee may propose changes 

to this Charter.

2. The Committee will review and assess at least annually the adequacy of the 

Finance 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.