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Chairman of the MIT Corporation, John S. Reed ’61.
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MIT revises bylaws: Corp. chair to lead Executive Committee

At the quarterly meeting of MIT’s board of trustees — the MIT Corporation — on Friday, hundreds of changes to MIT’s bylaws were enacted, both big and small.

MIT’s Executive Committee saw a significant change. It is now chaired by Corporation Chairman John S. Reed ’61, and not by the MIT President, L. Rafael Reif.

The executive committee has “responsibility for overseeing the general administration and superintendence of all matters relating to the Institute.” Because the Corporation is so large — 72 active members — the Executive Committee is the practical manifestation of the Corporation’s oversight responsibility for MIT. (The remainder of the Corporation interacts though committees, especially MIT’s system of 31 visiting committees, one for each major unit of the Institute, such as departments as well as units such as Libraries.)

The Chairman will preside over Executive Committee meetings, and now holds the power to set the meeting agenda (in cooperation with the President and Secretary); he also gains slightly greater power to appoint special committees.

Reed has been a substantially more active chairman that his predecessor, Dana G. Mead PhD ’67. Mead considered the chairman to be a part-time job, but Reed, a former Citigroup CEO and chairman in the 1990s, is in the office five days a week. He looks at MIT’s financials in more depth than past chairmen, and has asked the Institute to do more to quantify its research outputs, such as papers, citations, and patents.

The executive committee may now be larger. In addition to the four officers on it, there are 7–10 members who serve for five years. Previously there were eight: five who served for five years and three who served for three years.

A paragraph granting the Executive Committee the power to dictate the duties of other officers has been removed; there is now a specific enumerated list of nine responsibilities of the Executive Committee as part of its oversight of MIT (see §14.2.4, in sidebar).

The 20-page bylaws also saw a facelift: they are now “Bylaws of MIT” and no longer “Bylaws of The Corporation.” The Corporation appears not to be styling itself as a separate entity with oversight responsibility for MIT, but rather implying that its oversight is part of MIT itself.

This philosophy is apparent from other changes to the bylaws: officers are now officers of the Institute and not officers of the Corporation; the Executive Vice President is responsible for the Institute’s finances, not the Corporation’s.

The bylaws also now start with a preamble summarizing their purpose. After the preamble, the first section of the bylaws now sets out, in bullet form, a set of responsibilities, powers, and duties.

The revisions also update the charge to the members. No longer are they merely the “body corporate” and MIT’s “Government.” Now the members “hold a fiduciary duty to govern MIT, to oversee the stewardship of MIT’s assets for MIT’s present and perpetual well-being and stability, and to ensure that MIT adheres to the purposes for which it was established. The Corporation also has broad responsibility for the generation of new funds and assets.”

Risk/Audit Committee

MIT’s Audit Committee has been renamed the “Risk and Audit Committee,” and it enlarged from a fixed size of five; it can now be between five and eight members.

In addition to the audit of MIT’s books and financial/investment records, it will monitor MIT’s “compliance with law, regulation, and standards of ethical behavior [and] risk management.”

Henri A. Termeer, former CEO of Genzyme and chair of the committee, told The Tech last month that the new MIT administration wants to think about risk in an “organized fashion.”

While the broadened committee will be identifying risk, “we’re not trying to manage the unusualness of the institution,” Termeer said. He expects MIT to continue to step outside the box “all of the time.”

Other changes

The Corporation Development Committee, responsible for fundraising and the capital campaign, has been split. There is now a Corporation Development Committee Executive Board, with the Chairman, President, and Executive Vice President and Treasurer as ex officio members, as well as between three and five additional members. That CDC Executive Board will oversee a separate Development Committee with members appointed by the Corporation, including honorary members.

Minor bylaw changes include not counting former presidents and chairmen against the 25-member limit on life members; allowing more nominees from the Alumni Association for a vacancy; permitting reports of some officers to be omitted from quarterly meetings; requiring the Executive Vice President and Treasurer to be a single person; the Executive Committee approves officer compensation rather than determining it; moving from the possibility of “any investment management company” to the certainty of “the investment management company”; avoiding conflicts of interest in visiting committee appointments; etc.

The bylaws were previously revised on Oct. 3, 2008. The Tech has prepared a redline of the changes, available at http://tech.mit.edu/V132/N60/corporation/bylaws-redline.pdf.

Corporation Chairman John Reed was travelling Monday and could not be reached for comment.