Committee Charters

Board Committee Charters – Revised & Adopted December 7, 2009

• Academic Affairs
• Athletics
• Audit
• Development
• Finance & Real Property
• Student Affairs

Academic Affairs Committee

The Academic Affairs Committee will, at the direction of the Board Chair, consider items and make recommendations to the Board of Trustees on issues within the purview of the University’s Academic Affairs Division.

The Board of Trustees has assigned the responsibility for advising the University on improving diversity and inclusion on campus, as well as the tracking and reporting of diversity, to the Academic Affairs Committee as a standing responsibility of the University's Diversity Action Council, led by the University’s Vice Chancellor for Academic Affairs and Provost.

In addition, specific authority and responsibility has been delegated by the UNC Board of Governors to the Board of Trustees. One or more of these related responsibilities may be assigned by the Board Chair to this committee for consideration, with a request to study the issue and make a recommendation to the full board. They include:

1. Ensure the institution’s compliance with the educational, research, and public service roles assigned to it by the Board of Governors.

Other topics typical for this committee may include: Tenure policy, academic degree programs, enrollment management, and other issues approved by the Board of Trustees.

The committee membership will include trustees and members of the University administration, who may decide to include or consult with students, faculty members, and members of the Greater Asheville community, as appropriate.

top of page

Athletics Committee

The Athletics Committee will, at the direction of the Board Chair, consider items and make recommendations to the Board of Trustees on issues within the purview of the University’s Athletics Division.

In addition, specific authority and responsibility has been delegated by the UNC Board of Governors to the Board of Trustees. One or more of these related responsibilities may be assigned by the Board Chair to this committee for consideration, with a request to study the issue and make a recommendation to the full board. They include:

1. Approve multi-year contracts of Full-time Head Coaches.

2. Recommend the amounts to be charged for athletics fees; ascertain that the benefits of the activity or service are commensurate with the recommended fee.

Other topics typical for this committee may include: Participating in NCAA compliance audit, reviewing student-athlete academic success, and assisting the Chancellor and the Athletic Director in reviewing NCAA-mandated programs [e.g., Mandatory Drug-testing Program, Academic Enhancement Program, Bulldog Athletics Club, Mission Statement, Goals, and Strategies].

The committee membership will include trustees and members of the University administration, who may decide to include or consult with students, faculty members, and members of the Greater Asheville community, as appropriate.

top of page

Audit Committee

1. Purpose:

The purpose of the Audit Committee, which is a standing committee of the Board of Trustees of the University of North Carolina at Asheville, is to assist the Board of Trustees in discharging its oversight responsibilities. The Audit Committee will:

1) Review, for integrity, the University’s financial statements, and financial and management reporting;

2) Work to ensure the full board understands the University’s financial statements, financial and management reporting;

3) Review the effectiveness of the institution’s system of internal control;

4) Review the independence and performance of the external and internal audit functions; and

5) Review the institution’s process for monitoring compliance with laws and regulations affecting financial reporting and its code of conduct.

The committee does not exist to replace or duplicate established management responsibilities and delegations; rather, the committee serves to guide and direct management’s actions by setting broad policies that are designed to ensure accurate financial and management reporting, sound risk management, and ethical behavior.

The committee is responsible for maintaining free and open communication as well as effective working relationships among the committee members, independent external auditors, the North Carolina Office of the State Auditor (OSA), the internal auditor, and senior officers of the University.

The committee will take all appropriate actions to set the overall tone at the institution for quality financial and management reporting, sound risk practices, and ethical behavior.

2. Authority:

The board authorizes the audit committee, within the scope of its responsibilities, to:

2.1 Perform activities within the scope of its charter.

2.2 Engage independent advisers, including independent counsel (consistent with appropriate statutory and regulatory requirements for doing so), should the committee deem that necessary to carry out its duties. UNCA shall provide appropriate funding, as determined by the Committee, for payment to advisors employed by the Committee.

2.3 Have unrestricted access to senior officers, faculty and employees as well as to all books, records, and facilities of the University.

3. Organization:

Membership

3.1 Members of the Audit Committee shall be the Chair of the Audit Committee, Chair of the Board of Trustees, and Chair of the Finance and Real Property Committee, and one additional trustee with financial experience, if other members of the Audit Committee do not all have such experience. The Chair of the Board of Trustees is elected by the Board of Trustees. The Chair of the Audit Committee, the Chair of the Finance and Real Property Committee, and any additional trustee is appointed by the Chair of the Board of Trustees on an annual basis.

3.2 The audit committee shall be independent. Members will be considered independent as long as they do not accept any consulting, advisory, or other compensatory fee from the University and its affiliated entities.

3.3 A quorum of any meeting will be two members, or three in years in which the membership of the Audit Committee includes four trustees.

3.4 A majority of committee members shall be “financially literate.” Financial literacy is defined as being able to read and understand fundamental financial statements.

3.4.1 If possible, include one member who is a “financial expert” as it is defined by Sarbanes-Oxley: a “financial expert” is a person who has an understanding of generally accepted accounting principles and financial statements; the ability to assess the application of these principles in connection with accounting for estimates, accruals and reserves; an understanding of audit committee functions; experience preparing, auditing, analyzing or evaluating financial statements, or experience actively supervising persons engaged in such activities; and an understanding of internal controls and procedures for financial reporting. The person must have acquired these attributes through one or more of the following: education or experience actually doing these functions or similar ones; experience overseeing or assessing the performance of companies or public accountants who are preparing, auditing or evaluating financial statements; or other relevant experience.

Meetings

3.5 Meetings shall be held no fewer than four times a year, on campus and at times arranged and staffed by the Director of Internal Audit, in coordination with other trustee responsibilities.

3.6 Other meetings may be convened as required, consistent with the N.C. Open Meetings Act.

3.7 The committee may invite senior officers, faculty, and staff, including, auditors, legal counsel or others, to attend meetings in order to provide pertinent information as needed or requested.

3.8 As part of its responsibility to foster open communication, the committee shall provide sufficient opportunity for the independent external and internal auditor to meet privately with the committee.

3.9 The committee shall, consistent with the N.C. Open Meetings Act, maintain written minutes of its meetings.

4. Roles and Responsibilities:

The Audit Committee will:

4.1 Review and approve the annual internal audit plan that was developed, in part, by an assessment of risk.

4.2 Receive quarterly reports from the Internal Auditor.

4.3 Have the State Auditor, and other independent external auditors report directly to the committee.

4.4 Review required communications from the OSA. Discuss with the OSA, the quality and appropriateness of the institution's accounting policies as well as the consistency of their application. Also, determine if the OSA encountered any audit problems in the normal course of audit work, including any restriction on audit scope or access to information. This will apply to all types of audits conducted by the OSA.

4.5 Ensure that significant findings and recommendations made by the OSA or the internal auditor and management’s proposed response are received, discussed and appropriately acted upon.

4.6 Review and resolve any significant disagreement between management and OSA or the Office of Internal Audit.

4.7 Monitor the adequacy and effectiveness of the internal control systems at the University through activities of and consultation with management, the internal auditor, and the OSA.

4.8 Provide a direct channel of communication to the full Board for the Director of Internal Audit and the State Auditor.

4.9 Oversee the University’s mechanism for receiving, resolving, and retaining records of complaints regarding accounting, internal control, and auditing matters.

4.10 At the end of audit cycle, review a summary of work performed compared to the audit plan.

4.11 Submit, in a format prescribed by the Board of Governors’ Audit Committee, a summary of the worked performed by the Audit Committee and the Internal Auditor.

4.12 Review all audit reports and management letters for University-Associated Entities and determine that all reportable conditions have been corrected.

4.13 Consult with the Chancellor regarding the selection and removal of the Director of Internal Audit, who reports directly to the Chancellor.

4.14 The Director of Internal Audit reports administratively to the Chancellor and functionally to the Board of Trustees through the Audit Committee.

4.15 Oversee the enforcement of the Dual Membership, Conflict of Interest policy, and University System Code of Ethics as set forth by UNC General Administration.

The Committee may modify or supplement these duties and responsibilities as needed.

The Committee, with the assistance of the Office of University Counsel and the Director of Internal Audit, should periodically review and assess the adequacy of the Audit Committee Charter.

Adoption of Charter

The Board of Trustees of the University of North Carolina at Asheville adopted this charter on the 14th day of November, 2006.

Revised November 6, 2008.

top of page

Development Committee

The Development Committee will, at the direction of the Board Chair, consider items and make recommendations to the Board of Trustees on issues within the purview of the University’s Development Division.

Advise concerning fundraising goals, priorities, strategies and productivity; marketing and branding; trustee and alumni participation in donor cultivation; and other items approved by the Board of Trustees.

In addition, specific authority and responsibility has been delegated by the UNC Board of Governors to the Board of Trustees. One or more of these related responsibilities may be assigned by the Board Chair to this committee for consideration, with a request to study the issue and make a recommendation to the full board.

1. Preserve, maintain, and manage all properties, funds, and other things of value which constitute all or any part of the authorized endowment or trust funds for the benefit of the institution.

This responsibility is fulfilled by appointing members of the UNC Asheville Board of Trustees (University BOT) to the Board of Trustees of the Endowment Fund of UNC Asheville (Endowment BOT), as required by NCGS Section 116-36a. The powers and duties of the Endowment BOT are set forth in NCGS 116-36, -36.1, -36.2.

The voting membership of the Endowment BOT is set forth by the Board of Governors (Section 600.2 of The Code), and will include:

• Between six and nine members;
• The Chair of UNC Asheville Board of Trustees, serving, ex officio, as the Chair of the Endowment BOT;
• The Chancellor of UNC Asheville, ex officio;
• An officer of the University BOT or member of a University BOT committee, ex officio;
• Three-to-six additional members, elected by the University BOT, in staggered 3-year terms. Although there are no restrictions or requirements of affiliation for these additional members, they have traditionally been selected from the UNC Asheville Foundation Board of Directors.

top of page

Finance & Real Property Committee

The Finance & Real Property Committee will, at the direction of the Board Chair, consider items and make recommendations to the Board of Trustees on issues within the purview of the University’s Finance and Operations Division.

In addition, specific authority and responsibility has been delegated by the UNC Board of Governors to the Board of Trustees. One or more of these related responsibilities may be assigned by the Board Chair to this committee for consideration, with a request to study the issue and make a recommendation to the full board. They include:

1. Select architects or engineers for construction and improvements to state-owned buildings as part of campus capital construction projects that have been approved by Board of Governors.

2. Approve building sites.

3. Approve construction plans and specifications.

4. Issue final acceptance of all completed buildings and projects.

5. Authorize any transactions involving the acquisition or disposition of any interest in real property which is valued at less than $50,000.

6. Recommend to the Board of Governors any proposal involving the acquisition or disposition of any interest in real property which is valued in excess of $50,000.

7. Recommend to the president those amounts to be charged for application, athletics, health services, student activities, educational and technology, course, debt service and other appropriate fees.

8. Advise the Chancellor with respect to the development, execution and administration of the budget for the institution (currently delegated to the campus).

9. Cause to be collected tuition, fees, deposits, and application fees from each student. Establish regulations concerning the acceptance of obligations of students in lieu of cash in payment of tuition & fees (currently delegated to the campus).

10. Prescribe regulations to administer all scholarships and other forms of financial aid which are limited to or supported from sources generated by the campus (currently delegated to the campus).

11. Adopt policies regarding the control and supervision of campus electric power plants and water and sewer systems, other utilities and facilities, and child development centers (currently delegated to the campus).

The committee membership will include trustees and members of the University administration, who may decide to include or consult with students, faculty members, and members of the Greater Asheville community, as appropriate.

top of page

Student Affairs Committee

The Student Affairs Committee will, at the direction of the Board Chair, consider items and make recommendations to the Board of Trustees on issues within the purview of the University’s Student Affairs Division.

In addition, specific authority and responsibility has been delegated by the UNC Board of Governors to the Board of Trustees. One or more of these related responsibilities may be assigned by the Board Chair to this committee for consideration, with a request to study the issue and make a recommendation to the full board. They include:

1. Determine the type, level, and extent of student services (e.g., health care, athletic programs, counseling, etc.) to be maintained for the benefit of students (currently delegated to the campus).

Other topics typical for this committee include: Campus safety and security issues, capacity planning for residential space, etc.

The committee membership will include trustees and members of the University administration, who may decide to include or consult with students, faculty members, and members of the Greater Asheville community, as appropriate.

Other duties delegated to the Board of Trustees by the Board of Governors, as outlined below, may be considered by the full Board or be assigned to ad hoc committees for study and recommendation, as the situation warrants. These include:

1. Appoint, promote and approve the compensation for all academic and administrative personnel who are exempt from the State Personnel Act, with the exception of the Chancellor (currently delegated to the campus).

2. Approve names of all individuals identified to receive an honorary degree or distinction from the institution.

3. Prepare and maintain a campus master plan for the physical development of the institution.

4. Adopt personnel policies not otherwise prescribed by state law, University Code or Board of Governors, for personnel in all categories of university employment (currently delegated to the campus). (Policies regarding academic tenure and promotion must be reviewed by the senior vice president for academic affairs and the UNC general counsel and approved by the UNC president).

5. Evaluate the performance of the Chancellor in the spring of a Chancellor’s fourth year, and every four years afterwards, as outlined in Board of Governors’ Policy 200.1.

6. Oversee selection of the Chancellor: Establish search committee, share responsibility with UNC president for search committee budget and staffing, make preliminary report to the president before interviews, and recommend at least two names for consideration by the president.

top of page