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BYLAWS OF THE BOARD OF REGENTS OF THE SMITHSONIAN INSTITUTION

CONTENTS

SECTION 1. PROMULGATION
1.01 Charter
1.02 Amendment

SECTION 2. BOARD OF REGENTS
2.01 Powers and Composition
2.02 Appointment
2.03 Term of Office and Vacancies
2.04 Meetings
2.05 Notice of Meetings
2.06 Action by Ballot Without a Meeting
2.07 Emergency Meetings
2.08 Method of Communication for Action Without a Meeting
2.09 Quorum
2.10 Minutes
2.11 Regent Emeritus
2.12 Indemnification
2.13 Ethics and Conflicts of Interest

SECTION 3. EXECUTIVE COMMITTEE
3.01 Powers; Composition
3.02 Appointment
3.03 Meetings
3.04 Minutes
3.05 Rules

SECTION 4. OTHER COMMITTEES
4.01 Advancement Committee
4.02 Audit and Review Committee
4.03 Compensation and Human Resources
4.04 Facilities Committee
4.05 Finance Committee
4.06 Governance and Nominating Committee
4.07 Investment Committee
4.08 Strategic Planning and Programs Committee
4.09 Other Standing or Special Committees
4.10 Quorum
4.11 Chair; Rules


SECTION 5. OFFICERS
5.01 Chancellor
5.02 Chair of the Board
5.03 Vice Chair of the Board
5.04 Secretary
5.05 Chief Financial Officer
5.06 General Counsel
5.07 Inspector General
5.08 Chief of Staff to the Board of Regents
5.09 Other Senior Officers

SECTION 6. ADMINISTRATION
6.01 Authority to Receive and Dispose of Property
6.02 Endowment Fund; Other Nonappropriated Funds
6.03 Appropriated Funds
6.04 Budget
6.05 Audit
6.06 Execution of Documents

SMITHSONIAN INSTITUTION
Bylaws of the Board of Regents
September 2008

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.

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.

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.)

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.)

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.)

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.)

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.)

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 Regents. 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 Regents. Each
Regent who wishes to vote must mark and sign the ballot and return it to the
Office of the Regents 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 Regents shall be filed with the records of the
proceedings of the Board of Regents maintained in the Office of the Regents.

2.07 EMERGENCY MEETINGS
When requested by the Executive Committee, any six Regents, the
Chancellor, the Chair of the Board, or 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.

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.

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.)

2.10 MINUTES
Minutes of meetings of the Board of Regents shall be made available to all
members of the Board of Regents, the Congress, and the public as soon as
practicable after each meeting.

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.

2.12 INDEMNIFICATION
Members of the Board of Regents, Regents’ Committees, Regents Emeriti,
Smithsonian advisory bodies, 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.

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.

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 Governance and Nominating Committee and the
Board of Regents on a regular basis. The Chair of the Board shall also serve as
Chair of the Executive Committee. The Vice Chair of the Board shall serve as
a member of the Executive Committee.

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.

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.

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.

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.

Section 4. Other Committees

4.01 ADVANCEMENT COMMITTEE
With approval of the Board of Regents, the Chancellor shall appoint an
Advancement Committee including no fewer than three members of the Board
of Regents. The Advancement Committee shall assist the Board of Regents in
overseeing institutional advancement philosophy and policies; providing
guidance to the Secretary and senior Smithsonian staff on attracting private
sector support; reviewing proposed gifts and sponsorships that may require
full Board consideration or action; leading, guiding, and overseeing
Institutional development efforts, including fund-raising campaigns and
projects; and performing such related functions as may be assigned to it by the
Board of Regents. The Advancement 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.

4.02 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 Office of the Inspector General, its
independent auditors, and those of the Government Accountability 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 Audit and Review 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 Audit and Review
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. The Audit and Review Committee shall report its findings directly
to the Board of Regents at appropriate intervals but not less frequently than
annually.

4.03 COMPENSATION AND HUMAN RESOURCES COMMITTEE
With approval of the Board of Regents, the Chancellor shall appoint a
Compensation and Human Resources Committee including no fewer than
three members of the Board of Regents. The Compensation and Human
Resources Committee shall assist the Board of Regents in establishing and
reviewing the Smithsonian’s compensation philosophy, policies, and
procedures to ensure that they are fair and equitable to employees and to
provide appropriate stewardship of Smithsonian human and financial
resources; determining reasonable compensation for the Secretary and certain
other senior trust positions; reviewing human resources management at the
Institution and examining with management significant developments in such
areas as staff relations, organization structure, management depth, diversity,
and employee training; and performing such related functions as may be
assigned to it by the Board of Regents. The Compensation and Human
Resources 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.

4.04 FACILITIES COMMITTEE
With approval of the Board of Regents, the Chancellor shall appoint a
Facilities Committee including no fewer than three members of the Board of
Regents. The Facilities 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 performing such related functions as may be assigned to it
by the Board of Regents. The Facilities 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.

4.05 FINANCE COMMITTEE
With approval of the Board of Regents, the Chancellor shall appoint a Finance
Committee including no fewer than three members of the Board of Regents.
The Finance Committee shall be responsible for oversight of the Institution’s
annual budgets and long-range financial planning, and shall perform such
related functions as may be assigned to it by the Board of Regents. The
Finance 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. The Finance Committee shall report its findings,
conclusions, and recommendations to the Board of Regents.

4.06 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, Vice 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.

4.07 INVESTMENT COMMITTEE
With approval of the Board of Regents, the Chancellor shall appoint an
Investment Committee including no fewer than two members of the Board of
Regents. The Investment Committee shall be responsible for oversight of the
Institution’s endowment, the Institution’s overall investment strategy, and
guidelines for the endowment, and shall perform such related functions as
may be assigned to it by the Board of Regents. The 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 Investment Committee shall report at least annually
on the Institution’s investment strategies and the status of the endowment.

4.08 STRATEGIC PLANNING AND PROGRAMS COMMITTEE
With approval of the Board of Regents, the Chancellor shall appoint a
Strategic Planning and Programs Committee including no fewer than three
members of the Board of Regents. The Strategic Planning and Programs
Committee shall assist the Board of Regents in cooperation with the Secretary
in overseeing the development, periodic refreshment, and implementation of a
pan-Institutional strategic plan; providing programmatic guidance and
direction; reviewing major programmatic initiatives and ensuring their
consistency with the Smithsonian’s mission and nature as a public trust;
promoting programmatic collaborations among Smithsonian units and
between the Smithsonian and outside organizations; and performing such
related functions as may be assigned to it by the Board of Regents. The
Strategic Planning and Programs 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.

4.09 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.

4.10 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.

4.11 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 Regents.

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.

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. The Chair shall also serve
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 Chair for no more than three consecutive
terms.

5.03 VICE CHAIR OF THE BOARD
The Board of Regents shall elect from its members a Vice Chair of the Board,
who also shall serve on the Executive Committee. The Vice Chair shall assist
the Chair in the execution of the Chair’s duties as provided for in Bylaw 5.02
and act as Chair of the Board in the Chair’s absence. The Vice Chair shall be
elected for a term of one year and may serve until a successor is duly elected.
A Regent may be elected Vice Chair for no more than three consecutive
terms.

5.04 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, except those reporting to the Board of
Regents, 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.)

5.05 CHIEF FINANCIAL OFFICER
With the consent of the Board of Regents, the Secretary shall appoint a Chief
Financial Officer who shall have charge of all funds of the Institution, keep
the books of account, and designate depositories for funds of the Institution.
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.)

5.06 GENERAL COUNSEL
With the consent of the Board of Regents, the Secretary shall appoint a
counselor who shall serve as General Counsel and shall advise the Secretary
and the Board of Regents on such legal matters as may be referred to the
General Counsel by the Secretary or the Board of Regents or its committees.
The General Counsel or his or her designee shall attend meetings of the Board
of Regents and its committees and 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.)

5.07 INSPECTOR GENERAL
The Board of Regents shall appoint an Inspector General. As provided by the
Inspector General Act, the Inspector General shall be independent of all other
officers and shall attend meetings of the Board of Regents and of relevant
Board committees. The Inspector General has the right to bring to the Board
of Regents or its committees any information regarding the economy,
efficiency, and effectiveness of Smithsonian programs and operations and
regarding any waste, fraud, or abuse at the Smithsonian. (See also 5 U.S.C.
App. 3).

5.08 CHIEF OF STAFF TO THE BOARD OF REGENTS
The Board of Regents shall appoint a Chief of Staff to the Board of Regents
who shall serve as the primary liaison between the Regents and the
Smithsonian administration, working directly with the Chair of the Board and
the Secretary on a regular basis in the execution of Board-related projects,
initiatives, and mandates, including Board meetings and their agendas,
providing substantive research and analysis, planning, preparation and
support, and review. The Chief of Staff shall respond to communications and
events on behalf of the Board and its members, serving as an ambassador of
the Regents.

5.09 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. (See
also 20 U.S.C. §§ 46 and 48.)

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.)

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.)

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.)

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.

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.

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.