BOARD OF REGENTS

SMITHSONIAN INSTITUTION

CHARTER OF THE 

EXECUTIVECOMMITTEE

NOVEMBER 2022

I. Establishment by the Board of Regents 

The Executive Committee of the Board of Regents is established pursuant to Section 

44, of Title 20, United States Code. See also Bylaw 3.01.

II. Statement of Purpose

The purpose of the Executive Committee is to assist the Board of Regents by setting the 

agendas for Regent business meetings; reviewing the meeting minutes before going to the 

Board for approval; executing actions delegated to it by the Board; monitoring the 

progress of the Institution by consultation with the Secretary between meetings; acting on 

the Board’s behalf between business meetings; serving as consultants to the Secretary on 

matters not falling within the purview of other committees; providing oversight of the 

development, periodic refreshment, and implementation of a pan-Institutional strategic 

plan; and undertaking such other matters and review such other issues as may be directed 

from time to time by the Board of Regents.

III. Election, Membership, and Length of Service

A. Election and Membership

1. The Executive Committee shall consist of three (3) Regent members, at least two 

(2) of whom shall be citizen members appointed to the Board by joint resolution 

of Congress.

2. The members of the Executive Committee shall be elected by the Board of 

Regents. Elections to the Executive Committee may be made at any regular or 

special meeting of the Board of Regents. See Bylaw 3.02.

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

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

including recommended memberships and chairmanships for all committees.

4. All members of the Executive Committee shall be free of any conflict of interest 

with respect to the matters before the Committee.

B. Length of Service

With the approval of the Board of Regents, a Regent may serve on the Executive 

Committee for the length of his or her term as a Regent, but in no event longer than 

six (6) years. The Board may waive this limitation by the nomination of a member to 

an additional term by the Governance and Nominating Committee.

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

A. Executive Committee Policies and Procedures

The Executive 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 3.05.

B. Chair and Vice Chair

1. The Chair of the Board of Regents shall serve as Chair of the Executive 

Committee. See Bylaw 5.02.

2. The Vice Chair of the Board of Regents shall serve as Vice Chair of the 

Committee. See Bylaw 5.03. In the event that the Chair is unable to attend a 

meeting of the Committee, the Vice Chair shall serve as Chair. 

C. Meetings

1. The Committee will hold not less than four (4) meetings each year and such 

additional meetings as the Chair may deem necessary or appropriate.

2. The Chancellor of the Smithsonian Institution shall be invited to all meetings of 

the Executive Committee.

3. The Committee Chair or any two members of the Committee may call special 

meetings of the Committee.

4. Notice of the meetings of the Executive Committee may be given by hand 

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

by electronic mail.
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5. Members of the Executive Committee will be provided an agenda in advance of 

each meeting.

6. The meetings of the Executive Committee may be conducted in person, by video 

conference, or by telephone conference call.

7. In-person meetings of the Executive Committee shall be held in the District of 

Columbia unless otherwise determined by Committee members.

8. If a majority of the Executive 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 shall 

constitute the action of the Committee.

D. Quorum

Section 3.03 of the Bylaws of the Board of Regents provides:

Two members of the Executive Committee shall constitute a quorum. 

V. Responsibilities and Duties of Executive Committee

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

following:

1. setting the agendas for Regent business meetings;

2. reviewing the meeting minutes before going to the Board for approval;

3. executing actions delegated to it by the Board;

4. monitoring the progress of the Institution by consultation with the Secretary 

between meetings;

5. acting on the Board’s behalf between business meetings;

6. serving as consultants to the Secretary on matters not falling within the purview 

of other committees; 

7. overseeing the development, periodic refreshment, and implementation of a panInstitutional strategic plan; and

8. undertaking such other matters and reviewing such other issues as may be 

directed from time to time by the Board of Regents.
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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 Executive Committee will be prepared and be made 

available to all members of the Board as soon as is practicable. See Bylaw 3.04.

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 shall be appropriate and reasonable, in 

keeping with the Smithsonian’s nature as a public trust.
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VIII. Periodic Review

A. Charter Review

1. As part of its statutory duties and those delegated to it by the Board, the 

Committee may propose changes to this Charter.

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

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.