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Bylaws of MIT

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Section 18

Risk and Audit Committee

18.1
The Risk and Audit Committee shall consist of not fewer than five nor more than eight members, including two members who are also members of the Executive Committee and are chosen by the Executive Committee. The Executive Committee shall specify the number of members of the Risk and Audit Committee from time to time and shall specify how many members of the Audit and Risk Committee shall serve for a term of five years and how many shall serve for a term of three years. No person shall serve on the Risk and Audit Committee as an elected member for more than ten years. Members of the Risk and Audit Committee shall be chosen from among the members of the Corporation , except any ex officio member under Paragraph 2.1.1 or under Paragraph 2.1.2 (other than the President of the Alumni Association, who may serve as a member of the Risk and Audit Committee). A quorum for any meeting of the Risk and Audit Committee shall consist of a majority of the number of members then serving.

18.1.1
The chair of the Risk and Audit Committee shall be one of the members serving a five-year term. The chair shall be recommended for the office by the Membership Committee and elected annually by the members of the Corporation.

18.1.2
The 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 Risk and Audit 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 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.

18.1.3
The 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 Risk and Audit 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 three years. If any vacancy occurs through death, resignation, or otherwise before the expiration of the three years, the member elected to fill the vacancy shall serve for the unexpired term.

18.2
The Risk and Audit Committee shall employ public accountants to examine the books of MIT for the next fiscal year, and such other financial and investment records as the Risk and Audit Committee deems appropriate from time to time. The public accountants shall report thereon to the Risk and Audit Committee, which shall in turn present the report of audit, including the scope of the examination, to the members of the Corporation at their next annual meeting with such recommendations as the Risk and Audit Committee shall deem appropriate. The Risk and Audit Committee undertake other responsibilities with respect to the quality and integrity of MIT's financial statements, MIT's external and internal auditors, MIT's tax filings and compliance with law, regulation, and standards of ethical behavior, and risk management as are stated in a charter adopted by the Risk and Audit Committee following review by the Executive Committee.

18.3
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 December 7, 2012. They are available in an easy-print version (PDF). To view this file, you will need the Acrobat reader.

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