Bylaws of the MIT Corporation

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Section 14

Executive Committee

14.1
The Executive Committee shall consist of the Chair, the President, and the Executive Vice President and Treasurer of the Corporation and the Chair of any Investment Management Company established under these Bylaws (ex officio members), five members who shall serve for a term of five years, and three members who shall serve for a term of three years. The President shall be the chair of the committee.

14.1.1
The five members, other than ex officio members, who shall serve for a term of five years, shall be nominated by the Membership Committee from the members of the Corporation, one at each succeeding annual meeting, as vacancies occur, or at any stated or special meeting in the call for which notice has been given that a vacancy on the Executive Committee is to be filled. The members of the Corporation shall give careful consideration to the nominations proposed by the Membership Committee but shall not be obliged to follow the nominations. To provide for the terms of these five members to end in different years, the appointment of any member under this Paragraph may be for a term of less than five years. If any vacancy occurs through death, resignation, or otherwise before the expiration of the five years, the member elected to fill the vacancy shall serve for the unexpired term.

14.1.2
The three members who shall serve for a term of three years shall be nominated by the Membership Committee from the members of the Corporation, one at each succeeding annual meeting, as vacancies occur, or at any stated or special meeting in the call for which notice has been given that a vacancy on the Executive Committee is to be filled. The members of the Corporation shall give careful consideration to the nominations proposed by the Membership Committee but shall not be obliged to follow the nominations. To provide for the terms of these three members to end in different years, the appointment of any member under this Paragraph may be for a term of less than three years. If any vacancy occurs through death, resignation, or otherwise before the expiration of the term, the member elected to fill the vacancy shall serve for the unexpired term. No person shall be elected a member to serve for a term of three years who shall have served as a member (whether pursuant to Paragraph 14.1.1 or 14.1.2) within one year prior to the election, except that a member who served pursuant to Paragraph 14.1.1 may be elected to complete the unexpired term vacated by a member elected pursuant to Paragraph 14.1.2.

14.2
The Executive Committee shall have the following powers and duties:

14.2.1
As vacancies occur, the Executive Committee shall recommend to the members of the Corporation the names of candidates for the Chair, the President, the Executive Vice President and Treasurer, and the Secretary of the Corporation. (The method of election of the officers is given in Section 7.) The Executive Committee, or by its delegation the President or Executive Vice President, shall allocate the functions of the Executive Vice President and Treasurer to the separate offices of the Executive Vice President and the Treasurer as and when provided in Section 10.7.

14.2.2
The Executive Committee shall appoint and prescribe the powers and duties of such other officers of the Corporation as it may deem best.

14.2.3
The Executive Committee, or any subcommittee of the Executive Committee that it may authorize, shall determine the compensation of all officers of the Corporation. The Executive Committee shall have power to remove with or without cause at any time any officer appointed by the Executive Committee.

14.2.4
The Executive Committee shall have responsibility for general administration and superintendence of all matters relating to the Corporation. Typical of such matters are the organizational structure of MIT; such faculty and staff appointments and salaries as the Executive Committee from time to time directs; annual budgets; tuition; scope of educational and research programs; special contract services for the Federal government and other organizations; new plant and facilities needs; and the broad considerations concerned with providing new funds for Corporation purposes. The Executive Committee may authorize such officer or officers as it may designate to borrow money in the name and on behalf of MIT in such amounts as it may from time to time determine, and to execute and deliver such instruments as may be necessary or appropriate in this connection.

14.2.5
In the discharge of its administrative and superintendent responsibilities, the Executive Committee shall work intimately with the President and the Chair of the Corporation. It shall receive and act upon the recommendations of the President or Chair of the Corporation which require the approval of the Executive Committee or the members of the Corporation. It shall coordinate and oversee the functions of any investment management company and all of the other committees of the Corporation except the Membership Committee.

14.2.6
The Executive Committee may authorize any investment management company that the Committee establishes under Section 16.1 of these Bylaws (or any officer or officers designated by its governing board for this purpose), the Chair, the President, or the Executive Vice President and Treasurer of the Corporation, or any other officer designated for the purpose to let any real estate belonging to the Corporation on such terms and conditions and for such period as the Executive Committee, the investment management company, or any such officer may determine. In like manner the Executive Committee may authorize the leasing by the Corporation of real estate belonging to another. The Executive Committee may authorize any investment management company that the Committee establishes under Section 16.1 of these Bylaws (or any officer or officers designated by its governing board for this purpose), the Chair, the President, or the Executive Vice President and Treasurer of the Corporation, or any other officer designated for the purpose to acquire or dispose of any parcel of real estate on such terms as the Executive Committee, the investment management company, or any such officer may determine, provided that the Executive Committee may not authorize the disposal of any educational real estate whose value is in excess of $10,000,000. The Executive Committee may recommend to the members of the Corporation the sale or disposal of any educational real estate whose value exceeds $10,000,000 and the members of the Corporation may authorize such sale or disposal. The Executive Committee shall determine conclusively the value of any real estate involved in such sale or disposition. The Executive Committee shall determine conclusively what real estate being acquired or disposed of by the Corporation is educational real estate and what is not.

14.3
The Executive Committee shall hold regular meetings at such times as it shall determine and special meetings when requested by the Chair or the President of the Corporation, or by any two of the Committee’s members, other than ex officio members. The Committee shall keep a record of its proceedings and may appoint a secretary for that purpose. A quorum for any meeting of the Executive Committee shall consist of six members, at least four of whom are not ex officio members.

14.4
The Executive Committee may at any time delegate to the President authority to appoint certain categories of staff and nontenured faculty, and to approve salaries for certain categories of staff and faculty, as it from time to time determines. The Executive Committee may for any month in which it is not scheduled to meet delegate to a subcommittee of its members, other than ex officio members, the authority to appoint, and to approve the corresponding salaries of, individual faculty and staff.

 

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The Bylaws of the MIT Corporation were most recently amended on October 3, 2008. They are available in an easy-print version (PDF). To view this file, you will need the Acrobat reader.

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