Section 1. Committees. The Board, by resolution adopted by a majority of the Voting Trustees in office, may designate and appoint one or more committees, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the College, as so designated by the Board. However, no such committee shall have the authority of the Board in reference to approving dissolution, merger or the sale, pledge or transfer of all or substantially all of the College’s assets; electing, appointing, or removing any member of the Board or filling vacancies on the Board or any of its committees; or adopting, amending or repealing the Amended and Restated Charter or By-Laws of the College. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or an individual member of the Board, of any responsibility imposed on it or him or her by law. Committees shall at all times remain subject to the control and supervision of the Board. Except as otherwise provided in these By-Laws or prohibited by the Tennessee Nonprofit Corporation Act, committees may include persons who are not members of the Board.
Section 2. Standing Committees. There shall be the standing committees specified in Section 5 of this Article IV and any standing committees designated and appointed by the Board by resolution and adopted by a majority of the Voting Trustees then in office.
Section 3. Special and Ad Hoc Committees. The Board may, by resolution adopted by a majority of the Voting Trustees then in office, designate and appoint one or more special committees established for the purpose of discharging particular duties. The Chair of the Board may appoint ad hoc committees for such purpose(s) as the Chair may determine.
Section 4. Discontinued Committees. The Board may discontinue any committee from time to time and the duties of any committee so discontinued shall be performed during such discontinuance by the Agenda Committee or the Board.
Section 5. Descriptions of Standing Committees.
(a) The Agenda Committee shall consist of the Chair of the Board, the Vice-Chair, the President ex officio, the Secretary and the chairs of all committees and sub-committees of the Board. The Chair of the Board shall serve as the Chair of the Agenda Committee.
(b) The Agenda Committee shall plan and guide Board processes and conduct, and shall develop agendas, formats, and schedules for meetings and other Board events, including social gatherings and periodic retreats.
(c) Between meetings of the Board, the Agenda Committee shall have supervision of the administration and property of the College except and unless specifically not empowered by the Board to do so. It may not take any action inconsistent with a prior act of the Board or provisions of the By-Laws. It may not take any action which has been reserved to and/or limited by the Board, by the Amended and Restated Charter, the By-Laws, the Tennessee Nonprofit Corporation Act or by Board action. In the absence of limitations imposed herein, the Agenda Committee shall have and exercise all the powers of the Board and the management of the business affairs of the College when the Board is not in session.
(d) At every meeting of the Board, the proceedings and actions taken by the Agenda Committee since the last meeting of the Board shall be reported to and ratified by the Board.
Section 6. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board or until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 7. Vacancies. Vacancies in the membership of any committee may be filled by appointment made in the same manner as provided in the case of the original appointments.
Section 8. Quorum. Unless otherwise provided in the resolution of the Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
Section 9. Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws or with rules adopted by the Board.