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BYLAWS OF THE BOARD OF REGENTS
BYLAWS OF THE BOARD OF REGENTS
SECTION 1. PROMULGATION
1.01 Charter
These bylaws have been adopted by the Board of Regents to govern the
conduct of the Smithsonian Institution's business pursuant to an Act of
Congress approved August 10, 1846, as amended (20 U.S.C. § 41, et seq.)
which act as so amended is hereinafter referred to as the “Charter.” These
bylaws are in all respects subject to the provisions of the Charter and shall be
interpreted accordingly.
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1.02 Amendment
These bylaws may be amended at any meeting of the Board of Regents by a
majority vote of the Regents present, provided that the proposed amendments
have been mailed to each member of the Board of Regents not later than thirty
days prior to such meeting.
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SECTION 2. BOARD OF REGENTS
2.01 Powers and Composition
The governing body of the Smithsonian Institution is the Board of Regents
specified in the Charter. (See also 20 U.S.C. § 42.)
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2.02 Appointment
Members of the Board of Regents are appointed or elected in the manner
specified by the Charter. When a vacancy arises from death, resignation or
retirement of a citizen member elected by joint resolution of Congress, the
Board of Regents shall nominate a proposed successor for consideration by
the Senate and the House of Representatives. (See also 20 U.S.C. § 43.)
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2.03 Term of Office and Vacancies
Regents shall serve such terms, and vacancies on the Board of Regents shall
be filled, as specified in the Charter. In nominating citizen members of the
class, other than residents of the District of Columbia, for election by joint
resolution of Congress, the Board of Regents shall give consideration to
rotation of membership among citizens of the various states. The Board of
Regents shall not nominate citizen members to succeed themselves after they
have served two consecutive six-year terms. (See also 20 U.S.C. § 43.)
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2.04 Meetings
The Board of Regents shall hold regular and special meetings at such times
and places as the Board of Regents may from time to time determine,
provided that one meeting annually shall be held in the District of Columbia,
and provided further that any meeting at which a Chancellor or a Secretary is
elected shall be held in the District of Columbia. A special meeting of the
Board of Regents may be called on request of any three members of the Board
of Regents. (See also 20 U.S.C. § 44.)
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2.05 Notice of Meetings
Notice of regular meetings of the Board of Regents shall be given in writing to
each Regent at least thirty days prior to such meetings. Notices of special
meetings shall be given to each Regent at least ten days prior to such
meetings. Information about matters to be considered shall be furnished to the
Regents as soon as practicable prior to each meeting. (See also 20 U.S.C. § 44.)
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2.06 Action by Ballot Without a Meeting
When requested by the Executive Committee, any action required or
permitted to be taken at a meeting of the Board of Regents, except the election
of a Secretary or the nomination of a member of the Board, may be taken
without a meeting if a majority of the Board of Regents votes to approve the
action by responding affirmatively to a written ballot distributed to each
Regent by the Office of the Secretary. The ballot shall set forth the proposed
action(s) and provide an opportunity to specify approval or disapproval of
each proposed action, a place for the Regent’s signature, and a reasonable
time within which to return the ballot to the Office of the Secretary. Each
Regent who wishes to vote must mark and sign the ballot and return it to the
Office of the Secretary within the time specified. The Regents’ approval or
disapproval of any action by this method shall have the same force and effect
as a vote by the Board of Regents at a formal meeting of the Board. All
ballots returned to the Office of the Secretary shall be filed with the records of
the proceedings of the Board of Regents maintained in the Office of the
Secretary.
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2.07 Emergency Meetings
When requested by the Executive Committee, any six Regents, the
Chancellor, the Chairman of the Executive Committee, or the Secretary, the
Office of the Secretary may convene an emergency meeting of the Board of
Regents by providing 72 hours notice, including notice by telephonic
communication. The emergency meeting may be conducted in person,
telephonically, or by such other means as may be determined by the Executive
Committee.
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2.08 Method of Communication for Action Without a Meeting
Any and all communications to and from Regents seeking or taking action by
the Regents without a meeting may be made by hand delivery, by deposit in
U.S. Mail, by express mail, by electronic facsimile, or by such other means as
may be determined by the Executive Committee.
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2.09 Quorum
At any meeting of the Board of Regents, eight members constitute a quorum,
but in the absence of a quorum a lesser number may adjourn the meeting. (See also
20 U.S.C. § 44.)
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2.10 Minutes
Minutes of meetings of the Board of Regents shall be made available to all
members of the Board of Regents and to the Congress as soon as practicable
after each meeting.
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2.11 Regent Emeritus
The Board of Regents may, by resolution, confer the title of Regent Emeritus
on former Regents who accept responsibilities for continuing activities in the
interests of the Smithsonian Institution.
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2.12 Indemnification
Members of the Board of Regents, Regents' Committees and Smithsonian
advisory bodies, Regents Emeritus, officers, or employees of the Smithsonian
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.
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2.13 Ethics and Conflicts of Interest
The Board of Regents shall adopt and members of the Board of Regents shall
adhere to ethics guidelines setting forth appropriate standards of conduct,
provisions to avoid potential conflicts of interest, and requirements for
disclosure of personal interests that may relate to the Smithsonian Institution.
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SECTION 3. EXECUTIVE COMMITTEE
3.01 Powers; Composition
The Board of Regents shall elect from its members an Executive Committee
consisting of three members (in accordance with 20 U.S.C. § 44). The
Executive Committee shall have and may exercise all powers of the Board of
Regents when the Board of Regents is not in session, except those expressly
reserved to itself by the Board of Regents, provided that all such proceedings
shall be reported to the Board of Regents when next the Board meets.
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3.02 Appointment
Elections to the Executive Committee may be made at any regular or special
meeting of the Board of Regents. The Executive Committee shall include at
least two citizen members of the Board of Regents who are elected by joint
resolution of Congress.
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3.03 Meetings
The Executive Committee shall hold meetings at such times as it shall
determine. Meetings of the Executive Committee shall be held in the District
of Columbia unless otherwise determined by the Executive Committee.
Expenses of Regents in attending meetings of the Executive Committee,
including travel expenses to and from the place of meeting, may be paid by
the Institution. Two members of the Executive Committee shall constitute a
quorum.
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3.04 Minutes
Minutes of all meetings of the Executive Committee shall be made available
to all members of the Board of Regents as soon as practicable.
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3.05 Rules
The Executive Committee shall have power to adopt rules for the conduct of
its business in respect to all matters not provided for in the bylaws or by rules
adopted by the Board of Regents.
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SECTION 4. OTHER COMMITTEES
4.01 Audit and Review Committee
With approval of the Board of Regents, the Chancellor shall appoint an audit
and review committee including no fewer than three members of the Board of
Regents. The audit and review committee shall do all things necessary to
assure the Board that the Institution's accounting systems and internal
financial controls are in good order and to facilitate communication between
the Board of Regents and the Institution's internal auditors, its independent
auditors, and those of the General Accounting Office. The audit and review
committee shall provide a direct channel of communication between the
Board of Regents and the Institution's independent auditors who shall be
certified public accountants nominated by the committee and appointed by the
Board of Regents. The audit and review committee shall review the
Institution's operations for compliance with approved programs and policies
and shall perform related functions as directed by the Board of Regents. The
committee may call upon the Institution's officers or staff for assistance as
necessary and may employ outside professional assistance in performance of
its duties if it deems this desirable. The audit and review committee shall
report its findings directly to the Board of Regents at appropriate intervals but
not less frequently than annually.
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4.02 Finance and Investment Committee
With approval of the Board of Regents, the Chancellor shall appoint a Finance
and Investment Committee including no fewer than four members of the
Board of Regents. The Finance and Investment Committee shall be
responsible for oversight of the Institution’s annual budgets, long-range
financial planning, investment program and strategies, and shall perform such
related functions as may be assigned to it by the Board of Regents. The
Finance and Investment Committee may call upon the Institution’s officers or
staff for assistance and may seek outside consultation or professional
assistance in the performance of its duties if it seems desirable. The Finance
and Investment Committee shall report its findings, conclusions and
recommendations to the Board of Regents.
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4.03 Governance and Nominating Committee
With approval of the Board of Regents, the Chancellor shall appoint a
governance and nominating committee including no fewer than three
members of the Board of Regents. The governance and nominating
committee shall be responsible for oversight of the governance policies and
practices of the Board of Regents and the Smithsonian, for making
recommendations to the Board to improve governance policies and practices,
for assessing the effectiveness of the Board and its members and committees,
for recommending candidates for service as citizen members of the Board, for
nominating candidates for election as Chancellor, Chair, or members of the
Executive Committee, and for such other nominations or recommendations as
may be required by the Board from time to time. The governance and
nominating committee may call upon the Institution's officers or staff for
assistance and may seek outside consultation or professional assistance in the
performance of its duties.
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4.04 Facilities Revitalization Committee
With approval of the Board of Regents, the Chancellor shall appoint a
facilities revitalization committee including no fewer than three members of
the Board of Regents. The facilities revitalization committee shall be
responsible for providing leadership and oversight for the revitalization and
maintenance of the Smithsonian physical plant, working with the Congress to
address facilities capital needs, and shall perform such related functions as
may be assigned to it by the Board of Regents. The facilities revitalization
committee may call upon the Institution's officers or staff for assistance and
may seek outside consultation or professional assistance in the performance of
its duties.
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4.05 Other Standing or Special Committees
The Board of Regents shall have power to establish other standing or special
committees. Any committee so established may call upon the Institution's
officers or staff for assistance and may seek outside consultation or
professional assistance in the performance of its assigned functions.
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4.06 Quorum
Unless otherwise specified by the Board of Regents, a majority of the
members of all standing and special committees as may be established by the
Board shall constitute a quorum.
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4.07 Chair; Rules
Each committee established by the Board of Regents shall perform its
functions under the general direction of a chair appointed by the Chancellor
with approval of the Board of Regents. Each such committee shall have the
power to adopt rules for the conduct of its business in respect of all matters
not provided for in the bylaws or by rules adopted by the Board of Regents.
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. Each committee established by the Board of
Regents shall keep or cause to be kept minutes of its meetings, which shall be
filed and maintained in the office of the Secretary of the Institution.
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SECTION 5. OFFICERS
5.01 Chancellor
The presiding officer of the Institution shall be the Chancellor elected in
accordance with the Charter. The Chancellor shall have the duties and
responsibilities set forth in the Charter and as designated by the Board of
Regents. The Chancellor may call upon the Chair of the Board, the Executive
Committee, or any other committee established by the Board of Regents for
assistance in the performance of the Chancellor's duties.
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5.02 Chair of the Board
The Board of Regents shall elect from its members a Chair
of the Board, who shall also
serve as Chair of the Executive Committee. The Chair shall
lead the Board of Regents
in its deliberations and the exercise of its oversight function.
The Chair shall be the
chief spokesperson for the Board of Regents, shall represent
the Board in dealings with
the Secretary and senior management between meetings of the
Board, and shall have
such other duties and responsibilities designated by the Board
of Regents, including,
but not limited to, serving as a non-voting, ex officio member
on all committees of the
Board. The Chair shall be elected for a term of one year and
may serve until a
successor is duly elected. A Regent may be elected to the
office of Chair for no more
than three consecutive terms.
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5.03 Secretary
The Secretary, who shall be elected in accordance with the Charter, shall serve
as the chief executive officer of the Institution. The Secretary shall be
responsible for carrying into effect the policies and programs approved by the
Board of Regents and those provided for in applicable laws and regulations.
All employees of the Institution shall perform their duties under the
Secretary's general direction. The Secretary shall provide for maintaining the
Institution's official records, including the proceedings of the Board of
Regents, the Executive Committee, and other standing and select committees
of the Board. In accordance with applicable statutes and the policies
established by the Board of Regents, the Secretary may employ assistants and
shall prescribe and document the Institution's organization structure, operating
policies and procedures, and delegations of authority. (See
also 20 U.S.C. § § 44 and 46.)
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5.04 Deputy Secretary/Chief Operating Officer and Under Secretaries
In consultation with the Board of Regents, the Secretary shall appoint a
Deputy Secretary/Chief Operating Officer and one or more Under Secretaries
who shall be the Secretary's principal officer(s) for administering the
operations of the Institution. Pursuant to the written designation and
appointment by the Chancellor, the Deputy Secretary/Chief Operating Officer
or an Under Secretary may exercise all the functions and authorities of the
Secretary whenever the Secretary shall be unable from illness, absence, or
other cause to perform the duties of the office. (See also 20 U.S.C. § § 46, 47, and 48.)
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5.05 Chief Financial Officer
In consultation with the Board of Regents, the Secretary shall designate a
Chief Financial Officer, who shall have charge of all funds of the Institution,
keep the books of account, designate depositories for funds of the Institution,
and generally supervise investment of the Institution's funds as limited by
section 4.02. The Chief Financial Officer shall assist the Board of Regents, its
committees, and the Secretary in the exercise of their fiduciary
responsibilities. The Chief Financial Officer or his or her designee shall
attend all meetings of the Board of Regents and relevant Board committees
and shall have the right and obligation to bring directly to the Board or its
committees any information on financial or compliance matters that he or she
reasonably determines should be brought to their attention.
(See also 20 U.S.C. § § 46 and 48.)
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5.06 General Counsel
In consultation with the Board of Regents, the Secretary shall appoint a
counselor who shall serve as general counsel to the Institution and shall advise
the Secretary and the Board of Regents on such legal matters as may be
referred to the counselor by the Secretary or the Board of Regents or its
committees. The General Counsel or his or her designee shall attend all
meetings of the Board of Regents and its committees and shall have
responsibility for preparing and keeping Board and committee minutes. The
General Counsel shall have the obligation to bring directly to the Board or its
committees any information on legal or compliance matters that are within the
purview of the Board of Regents by statute, bylaw, or as may be directed by
the Board of Regents, and shall have the right to bring directly to the Board or
its committees any such information that he or she reasonably determines
should be brought to their attention.(See also 20 U.S.C. § § 46 and 48.)
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5.07 Other Senior Officers
In consultation with the Board of Regents, the Secretary shall appoint such
other senior officers and assign them such titles, duties, and responsibilities as
may be necessary for effective management of the Institution's affairs. In
accordance with their assigned responsibilities, such other senior officers shall
provide advice and assistance to the Secretary, the Deputy Secretary/Chief
Operating Officer, and one or more Under Secretaries, and shall provide
direction to organization units designated by the Secretary. (See also 20 U.S.C. §
§ 46 and 48.)
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SECTION 6. ADMINISTRATION
6.01 Authority to Receive and Dispose of Property
In accordance with policies established by the Board of Regents, the Secretary
may accept or receive for the Institution gifts, grants, bequests, and other
transfers of real and personal property, and may hold and dispose of the same
in promotion of the purposes of the Institution, and shall administer and
budget the use of such property for the purposes specified, if any. The
Secretary may delegate this authority to employees of the Institution. (See also 20 U.S.C. § 55.)
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6.02 Endowment Fund; Other Nonappropriated Funds
Unless otherwise designated by the donor or directed by the Board of Regents,
all monies derived from gifts made by will, trust, or similar instrument shall
be received in and held in the Smithsonian Institution endowment fund. The
Board of Regents may augment the Institution's endowment fund from time to
time through budgetary transfers of the net income derived from investments,
donations, or revenues from auxiliary activities.(See also 20 U.S.C. § § 54 to 56.)
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6.03 Appropriated Funds
The Institution shall, in accordance with applicable statutes and administrative
regulations, request an annual appropriation for the necessary expenses of the
Smithsonian Institution in executing its statutory responsibilities. The Board
of Regents shall authorize the expenditure of appropriated funds by the
Secretary in accordance with law and the policies of the Board of Regents. (See also 20
U.S.C. §§ 53a, 54, 65a and 70.)
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6.04 Budget
The Secretary shall prepare and recommend an annual budget for
consideration by the Board of Regents showing the Institution's program
plans, its estimated income from all sources, and the expenditures proposed
for the ensuing fiscal year. With approval of the Board of Regents, the
Secretary shall submit the Institution's request for appropriations to the Office
of Management and Budget for incorporation in the Budget of the United
States. The Secretary shall provide all supporting data required for
Congressional review of the Institution's budget. When the annual
appropriation act has been approved, the Board of Regents shall review the
Institution's budget with the Secretary and authorize the Secretary to expend
appropriated and nonappropriated funds in accordance with the approved
budget. The Secretary may authorize any necessary reprogramming within
any limitations established by the Board of Regents or the Congress and may
recommend to the Board of Regents any necessary amendment of the
Institution's budget. The Institution shall make no expenditures except those
authorized in a budget so approved or so amended.
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6.05 Audit
The accounts of the nonappropriated funds of the Institution shall be audited
annually by a recognized firm of certified public accountants, which shall
submit its report to the Board of Regents. This audit shall be in addition to
audits of grant and contract funds conducted by the designated Federal audit
agency and audits conducted by the General Accounting Office under other
authority with respect to appropriated funds. The Secretary shall provide for
an internal audit of the Institution's activities to ensure compliance with
statutes and budgetary authorizations in the execution of programs.
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6.06 Execution of Documents
Pursuant to the Secretary's general authority as chief executive officer of the
Institution, the Secretary may execute in the name and behalf of the Institution
any documents necessary to the acceptance, transfer, sale or redemption of
real or personal property (including the sale or redemption of stocks, bonds,
other investments) acquired or to be acquired, held, or disposed of by the
Institution through gifts, devises, bequests, or other transfers, and may execute
loans, mortgages, sureties, contracts, and any other documents necessary to
the administration of the Institution. Such actions shall be reported to the
Board of Regents in accordance with policies established by the Board. The
Secretary may delegate authority for executing such documents to employees
of the Institution.
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