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16.1
The Executive Committee may, from time to time, establish an internal investment management company as a constituent part of the Institute. In such event, the Executive Committee shall approve and adopt, and may from time to time amend, the bylaws of the company, and shall appoint its governing board. Also, during any period in which the investment management company shall exist, the governing board of the investment management company, or any officer or officers of the company designated by said board, shall, subject to Paragraph 14.2.5 of these Bylaws, assume those functions of said company or an Investment Committee under these Bylaws, including under Sections 10, 11 and 16, which the Executive Committee invests in said company.
16.1.1
Subject to the oversight of the Executive Committee, and to the terms of and any limitations imposed by the Executive Committee’s authorization, the governing board of the investment management company shall establish, and may revise from time to time, policies and procedures relating to the following activities, and the governing board of such company, and any officer or officers of the company or investment manager designated by the governing board for this purpose, shall have full authority, acting in accordance with such policies and procedures:
(a) to sell and transfer, invest, and reinvest the whole or any part of the personal property and, subject to Paragraph 14.2.6 of these Bylaws, the real property of the Corporation, including, unless certain funds are expressly excluded by the Executive Committee, all funds of the Corporation and all special reserve funds, such as the Student Loan Fund, with such activities to be undertaken in such manner and upon such terms as shall seem best to the governing board of said company or its designated officer or officers;
(b) to enter into arrangements on behalf of the Corporation for the appointment of an investment manager or investment managers with full authority to sell and transfer, invest, and reinvest the whole or any part of the personal property and, subject to Paragraph 14.2.6 of these Bylaws, the real property of the Corporation, with such activities by any investment manager to be undertaken in such manner and upon such terms as seem best to such investment manager; and
(c) to provide such investment and debt management services and such other services relating to the assets and financial interests of the Corporation as the company is authorized by the Executive Committee to provide, with such activities to be undertaken on such terms as shall seem best to the governing board of said company or its designated officer or officers.
16.1.2
The Custodian of Securities, transfer agents, and other third parties shall not have a duty to ascertain whether the investment policies and procedures of the Corporation, including without limitation such policies of any investment management company or Investment Committee of the Corporation, have been fulfilled.
16.2
Reports on the investments of the Corporation shall be supplied by the chair of the governing board of the investment management company, or the president or any other officer or officers of the company designated by such board, the company’s bylaws or Institute’s Bylaws, to the members of the Executive Committee, as determined by the Executive Committee. Such reports shall be supplied by such official of the company to the members of the Corporation as provided in Section 10.1.
16.3
In the event that the Executive Committee does not establish or continue the existence of an investment management company, a standing Investment Committee shall be established by the members of the Corporation to assume the functions of the Investment Committee or company under Sections 10, 11 and 16 of these Bylaws.
16.3.1
In the event that the Executive Committee establishes an investment management company but invests it with less than all of the functions of the company or an Investment Committee under Sections 10, 11, and 16 of these Bylaws, the Executive Committee shall determine whether it or an Investment Committee shall oversee the Executive Vice President and Treasurer’s provision of some or all of the functions that are not invested in the company. The Executive Vice President and Treasurer shall report to the Executive Committee, from time to time as it may determine, on all activities relating to the investments of the Corporation and to funds and to their disposition, to the extent that such activities and funds are within the oversight of the Executive Committee.
16.3.2
If an Investment Committee is to be established under Section 16.3 or Paragraph 16.3.1, the members of the Corporation shall create a standing Investment Committee of the Corporation for such purpose. During any period when the Corporation has a standing Investment Committee, that Committee shall consist of the Chair, the President and the Executive Vice President and Treasurer of the Corporation (ex officio members), and seven members, five of whom shall serve for a term of five years, and two of whom shall serve for a term of two years. The chair of the committee shall be one of its members (whether an ex officio, or other member) who shall be recommended for the office by the Membership Committee and elected annually by the members of the Corporation. The members of the Corporation shall give careful consideration to the recommendation of the Membership Committee but shall not be obliged to follow the recommendation. If at any time a chair of the Investment Committee ceases to be a member of the Corporation, that person shall at the same time cease to be chair.
16.3.3
The five 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, notice of which shall have stated that a vacancy on the Investment 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.
16.3.4
The two members who shall serve for a term of two 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, notice of which shall have stated that a vacancy on the Investment 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 two members to end in different years, the appointment of any member under this Paragraph may be for a term of less than two years. No person shall be elected to serve a term of two years who shall have served as a member (whether pursuant to Paragraph 16.3.3 or 16.3.4) within one year prior to the election, except that a member who served pursuant to Paragraph 16.3.3 may be elected to complete the unexpired term vacated by a member elected pursuant to Paragraph 16.3.4.
16.3.5
The Executive Vice President and Treasurer shall report to the Investment Committee, from time to time as it may determine, all activities relating to the investments of the Corporation and to funds and to their disposition, to the extent that such activities and funds are within the oversight of the Investment Committee.
16.3.6
A quorum for any meeting of the Investment Committee shall consist of five members, including at least three who are not ex officio members.
16.3.7
The Committee shall keep a record of its proceedings and may appoint a secretary for that purpose.
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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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