Board of Trustees — Structure and Functions


Membership

The Board of Trustees consists of 24 elected members and the President, who, if not a Trustee by previous election, serves as a Trustee ex officio. The actual number of authorized Trustees is set by resolution of the Board, and can be changed in accordance with the By-laws. The Board may also appoint a number of non-voting Honorary Trustees, Emeritus Trustees and Senior Advisors. In the nomination and election of the Trustees, the primary consideration is the maintenance of experienced leadership in relevant scientific and technical disciplines and in management and administration.

The Chair of the Board is elected by the Board for a term not to exceed two years, in accordance with the By-laws. The Board shall elect a trustee to serve as Vice Chair and who, subject to election by the Board, normally will succeed the Chair at the end of his/her term.

Trustees are elected for three-year terms that are staggered so that normally one-third of the Board is elected each year at the Annual Meeting. Trustees may be reelected for up to three consecutive terms. Special elections may be held to fill vacancies. The term of the Trustee serving as Chair of the Board may be extended by the Board until the end of his/her service as Chair, and Trustee term limits may be extended by exception.

The position of Honorary Trustee is to honor those trustees who have given truly exceptional service to the AUI Board. Honorary Trustees are elected by the Board upon the recommendation of the Governance Committee at the time of their retirement from the Board. It is a non-voting lifetime position. Honorary Trustees may attend all Board meetings at their own expense or virtually by electronic means. In addition, at the discretion of the Board Chair in consultation with the Governance Committee, they may be recalled for a specified board task and specified duration. Nominations for this position shall be initiated by a subcommittee of the Governance Committee consisting of the Chair of the Governance Committee, the President of AUI and the Immediate Past President of AUI, and upon approval by the Governance Committee, forwarded to the Board for consideration and election. All former Chairs of the Board shall be automatically qualified for nomination. In each case, the nomination shall be accompanied by a citation describing the nature of the exceptional service. All present Honorary Trustees shall be deemed qualified under the terms provided here.

The position of Emeritus Trustee is to recognize those trustees who have provided long standing service to the Board. Emeritus Trustees are elected by the Board at the time of their retirement from the Board. It is a non-voting lifetime position. In addition, at the discretion of the Board Chair in consultation with the Governance Committee, they may be recalled for a specified board task and specified duration. Nominations for this position shall be initiated by the Governance Committee and forwarded to the Board for consideration and election. All Board members who have served 9 or more years on the Board shall automatically qualify for nomination.

The position of Senior Advisor is for non-trustees who are deemed to have expertise of high value to the Board but not otherwise represented on the Board. It is a fixed 3-year term nonvoting position that can be renewed at the pleasure of the Board. The precise role of any particular Senior Advisor shall be defined by the Governance Committee in consultation with the Board Chair and the President of AUI. Nomination for Senior Advisors may be initiated by the Board Chair, the President of AUI or the Governance Committee, and upon approval by the Governance Committee, forwarded to the Board for consideration and election. The present Senior Advisor shall be deemed qualified under the terms provided here.

Meetings

The Annual Meeting is held in October at which time principal elections, committee assignments and other business is conducted. Provisions are made to schedule additional Board Meetings at other times during the year; such meetings may be cancelled if there is insufficient business. Special meetings may also be called if necessary.

Committees of the Board

The Board has four Standing Committees (Executive, Audit, Operations and Administration, and Governance) and others may be established as needed. The composition and duties of the Standing Committees are described below in subsections (a) through (d). In accordance with the By-laws of the Corporation, the members of the Committees, other than ex officio members, are elected or appointed for one-year terms at the Annual Meeting of the Board. The Board or Chair may also establish ad hoc committees to deal with major specific issues affecting AUI and its Research Centers. The ad hoc committees dissolve when their tasks have been completed.

a) Executive Committee

The Executive Committee consists of the Chair of the Board (who serves as Chair of the Committee), the Vice Chair of the Board (who served as Vice Chair of the Committee), the President (who in the absence of both the Chair and Vice Chair, will Chair the Executive Committee) and at least three elected Trustees who are elected for a one-year term at the Annual Meeting of the Board. Normally, the Chair of the Operations and Administration Committee and the immediate past Chair of the Board serve on the Executive Committee.

The Executive Committee shall normally meet at least three times a year between the scheduled Board meetings. In the absence of sufficient business, the meetings may be cancelled. Additional meetings may be held as necessary.

The Executive Committee has full power to conduct any and all activities and affairs of the Corporation, subject to applicable provisions of law, the Corporation’s By-laws, and/or at the direction of the Board of Trustees. Example of powers reserved to the Board include approving amendments to the Charter or By-laws, electing Trustees and Officer, determining officer compensation, appointing Directors and Research Centers, and making tenure and emeritus appointments at Research Centers.

b) Audit Committee

The Audit Committee consists of at least three Trustees. Committee members and the Chair are elected at the Annual Meeting of the Board to serve a one-year term. Trustees elected to the Audit Committee must be free from any relationship that would interfere with their ability to exercise independent judgment as members of the Committee.

The Audit Committee, on behalf of the Board, oversees the audit activities of the Corporation and its operating entities. The Committee may, at its own discretion, conduct such investigations of the financial affairs of the Corporation and its operating entities as it deems desirable or as the Board may request.

The Committee makes recommendations to the Board on the annual election of public accountants for review of AUI fiscal matters.

In exercising its responsibilities to report periodically to the Board of Trustees, the Audit Committee is authorized to review, make recommendations and report on the following matters:

  1. Audits, management letters, and related reviews and appraisals received by AUI and management’s responses thereto;
  2. Audits of AUI financial statements and other fiscal review services by independent public accounting firms, the adequacy of these audits and the competence of the firms conducting them;
  3. The adequacy of internal accounting policies, procedures and controls required to comply with applicable laws and regulations and to prevent or detect the improper or illegal use of Corporate funds, Government or any other external funds or property of value.
  4. The Audit Committee reports audit issues immediately to the Chair of the Board of Trustees.
  5. The Chair of the Board of Trustees normally determines when to report issues to the Board.
  6. The Audit Committee reviews the Form 990 “Return of Organization Exempt from Income Tax” on behalf of the Board of Trustees each year.
  7. The Audit Committee makes recommendations to the AUI Board of Trustees regarding updates to the Audit Committee Charter.
  8. In fulfilling its duties the Audit Committee and the independent accountants will have full and free mutual access to one another, with or without management present, to discuss the results of the audit work, the adequacy of internal accounting controls and other financial matters.

The Committee coordinates its activities, as necessary, with the Operations and Administration Committee.

c) Operations and Administration Committee

The Operations and Administration Committee consists of at least three Trustees, including the President serving ex officio. Members of the Committee, other than the President are elected at the Annual Meeting of the Board of Trustees to hold office for a one-year term and an elected member is elected Chair. AUI’s Vice President – Administration serves as Executive Secretary to the Operations and Administration Committee. The Committee is normally represented on the Executive Committee.

The Operations and Administration Committee, on behalf of the Board, oversees the non-programmatic operations of the Corporation (including the implementation of the Corporate investment policy and the review of the Corporate financial plan) and the non-programmatic operations of the Research Centers. Such non-programmatic operations include environmental, health, safety, financial (excluding audit issues), legal, human resources and administrative issues. The Committee also conducts appraisals and assessments of specific issues in response to requests by the Committee Chair or by the Chair of the Board.

d) Governance Committee

The Governance Committee is composed of the President, the immediate past Chair of the Board (both serving ex officio) and at least three other Trustees, appointed for a one-year term at the Annual Meeting by the Chair of the Board in consultation with the President. An appointed member serves as Committee Chair.

At least 10 days prior to the Annual Meeting, the Committee selects and presents to the Board one or more nominations for each position as Trustee and officer of the Corporation for which an election will take place. The Governance Committee also presents to the Board its recommendations, consistent with the By-laws, on the number of members of each Standing Committee along with one or more nominations for each Committee member and each Chair.

Reimbursement of Expenses

All Trustees are reimbursed for expenses incurred in the performance of their duties.

AUI Visiting Committees

AUI Visiting Committees are established to provide the Board of Trustees with independent, expert appraisals of the scientific programs at the Research Centers managed by the Corporation. The scopes of the Visiting Committee reviews are determined jointly by the Board and the President. The reviews may span an entire organization, a particular facility, or a particular program or activity. Committee assessments, appraisals and recommendations are provided to the Board in written reports and in formal and informal meetings. The Board may draw upon the findings of committees to provide the President with general guidance.

Membership
Visiting Committees are composed of distinguished scientists from public and private, national and international scientific communities external to AUI’s facilities. The President appoints the members of the Committees and ensures that their scientific and technical fields match the disciplines under review. The size of a Committee is determined by the President, the Board, and the Research Center Directors, with members serving multiple-year, staggered terms in order to provide continuity over time.

Trustees may participate in Visiting Committee meetings as observers, gathering information for the Board and assisting Committees in carrying out their assignments.

Visits
Members of the Visiting Committees are urged to visit the facilities in order to familiarize themselves with ongoing and projected programs. Visits will be coordinated with the appropriate Research Center Director in order to ensure that the scope of the visit adequately encompasses the full range of activities conducted at each site.

Reports

After Visiting Committee meetings, Committees prepare formal reports on the activities they have reviewed. These reports cover the quality, overall scope, relative emphasis of various programs, adequacy of research facilities, and the general competence, effectiveness, and numerical sufficiency of the staff. They concentrate on scientific and technical performance and on the overall success of the activity in fulfilling its mission. Reports must document in full detail the general consensus of the Committee, whether favorable or unfavorable.

Committee reports, when completed, are mailed to the President of the Corporation, who arranges for appropriate further distribution to the Trustees and the Research Center Directors. Formal responses are prepared by the Research Center Directors and distributed along with Committee reports. Distribution of the reports within the Research Centers is left to the discretion of the Directors in consultation with the President.

The Board of Trustees determines the external distribution of the reports, if any. Pertinent findings, conclusions and recommendations are ordinarily provided in appropriate form to those having programmatic responsibility in the agencies from which the Corporation derives its financial support.

Meeting of Visiting Committee Chair and Trustees

Upon receiving a Committee report, the Board invites the outgoing Committee Chair and the Chair-designate to attend a meeting of the Board of Trustees to discuss the Committee’s findings and to explore other matters of interest related to the programs under review. Directors of Research Centers and their senior staff participate in the discussions. Additionally, the Board will normally hold an Executive Session with Visiting Committee members without Research Center Directors and staff present.

Reimbursement of Expenses

Committee members are reimbursed for their expenses incurred in performance of their duties.