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UW Policy Directory

Article IV—Committees of the Board

Table of Contents

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1.  Standing Committees

The standing committees set forth below are established to facilitate the business of the Board of Regents and the University. The chair, vice chair, and members of each standing committee shall be recommended by the Governance Committee and approved by the Board. Interim committee assignments of newly appointed regents shall be made by the Chair of the Board pending Governance Committee and Board approval. Each standing committee shall consist of at least four members with at least three voting members. All committee chairs, vice chairs, and a majority of voting members of each committee shall be Board members. Neither the faculty regent nor the student regent is eligible for election to be chair or vice chair of any committee.

The Student Regent may serve on the Academic and Student Affairs Committee but may not participate or vote on matters relating to the hiring, discipline, tenure, or compensation of faculty members and personnel. The Faculty Regent may serve on the Academic and Student Affairs Committee but may not participate or vote on matters relating to the hiring, discipline, tenure, or compensation of specific faculty members. They will be invited to participate in planning the agendas of the Academic and Student Affairs Committee.

Any subject not assigned to a standing committee shall be retained for consideration by the Board itself. Such retained subjects specifically include selection and evaluation of the University President, establishment of operating and capital budgets, requests for appropriation of state funds, and institutional risk management.

Any matter that would typically fall within the responsibility of one standing committee may be directed by the chair of that committee or the Chair of the Board to any other standing or special committee or the Board itself for consideration.

All matters considered by the standing committees requiring action shall be referred to the Board for action except where such authority has been expressly delegated to a committee. Action taken by a committee under such delegated authority shall be promptly reported to the Board.

A majority of the committee’s voting members shall constitute a quorum.

Minutes of all standing committee meetings shall be taken, submitted to the Board, kept by the Secretary, and be open to public inspection following approval, in the office of the Secretary during regular University business hours and shall also be posted on a web page accessible to the public via a link on the Board’s internet homepage.

A. Governance Committee

The purpose of the Governance Committee is to ensure the integrity of the Board and enhance Board performance. The committee is responsible for:

  1. Establishing and maintaining standards of Board conduct;
  2. Identifying the expertise and experience needed by the Board and, as appropriate, communicating this to the Governor;
  3. Recommending a slate of officers for Board approval;
  4. Recommending for Board approval individual members to act as the Board’s representatives on outside boards and committees;
  5. Ensuring that Board members have adequate orientation and ongoing education;
  6. Assessing the performance of the Board and Board members;
  7. Monitoring the activities of governance shared with the faculty;
  8. Monitoring compliance with the conflict of interest policy;
  9. Periodically reviewing and ensuring compliance with these Bylaws and other Board policies; and
  10. Carrying out the statutory functions of an executive committee.

The Governance Committee shall include and be chaired by the Chair of the Board.

B. Academic and Student Affairs Committee

The purpose of the Academic and Student Affairs committee is to oversee educational quality and the quality of the academic experience of students and student life at the University. The committee is responsible for monitoring:

  1. Learning goals and outcomes;
  2. Program quality, institutional and program accreditation, and program review;
  3. Access and affordability of educational programs;
  4. Student admission, retention, graduation (including the awarding of degrees), and job placement;
  5. Public service programs;
  6. Matters relating to faculty status, responsibilities, appointment, tenure, retention, promotion, and discipline;
  7. Academic planning;
  8. The structure of the academic programs;
  9. University research;
  10. Distance learning and continuing education;
  11. The use of education technology; and
  12. Other matters relating to the general welfare of students, including housing and food services, student fees, health services and health insurance, safety, extracurricular activities, sports programs, and policies governing student conduct and discipline and student organizations.

C. Finance and Asset Management Committee

The purpose of the Finance and Asset Management Committee is to oversee the financial, capital, and other assets of the University. The committee is responsible for monitoring:

  1. The University’s financial health, including that of auxiliary activities such as medicine, athletics, and housing and food services;
  2. Planning, development, maintenance, safety, and protection of all real property and physical assets of the University, including all campuses and stations and the facilities, buildings, and infrastructure thereon;
  3. Investment of funds under the University’s control;
  4. Policies, practices, plans, and reports for compliance with legal and regulatory requirements;
  5. Audit policies, practices, plans, and reports;
  6. The fundraising efforts of the University, including gifts, grants, bequests, and trusts received by the University;
  7. The University’s intellectual properties and technology transfer activities;
  8. The long term financing of capital projects and any other borrowings which may be required by the University;
  9. Planning and maintenance of information systems;
  10. Compensation and benefits of faculty and staff, including collective bargaining policy and agreements; and
  11. Major acquisitions of equipment, goods and services, and the rental or leasing of facilities.

D. UW Medical Center Committee

The Board of Regents is the governing board of UW Medical Center in all matters, and to further its effectiveness in maintaining high standards of patient care, the Board hereby creates and delegates full authority for certain of its actions to its Standing Committee known as the UW Medical Center Committee (“Committee”), which shall have and exercise the authority of the Board of Regents for certain governance and oversight responsibilities pertaining to the operation of the UW Medical Center. The remaining authority for governance and oversight activities, including but not limited to finance and capital planning matters, is retained by the full Board of Regents. Except as specifically otherwise provided in these governance statements, the CEO/EVPMA/Dean shall retain delegated authority and responsibility for the administration and operation of UW Medical Center and UW Medicine, as does each executive to whom the CEO/EVPMA/Dean delegates as described further herein.

1. UW Medical Center Committee

1.1 UW Medical Center Committee

The Committee shall consist of three Regent members and two community members having appropriate expertise and experience to add value and substance to oversight of UW Medical Center, all having full voice and vote.

Non-voting members of the Committee shall include the UW Medical Center Chief Executive Officer, the UW Medical Center Chief Medical Officer, the UW Medical Center Associate Chief Medical Officer, NW campus, the UW Medical Center Chief Nursing Officer, the UW Medical Center Associate Chief Nursing Officer, NW campus, the UW Medical Center Assistant Administrator for Quality and Patient Safety, the UW Medicine Chief Quality Officer, the UW Medical Center Finance Director, the UW Medicine President of Hospitals & Clinics. The Chair of the Committee may invite other non-voting individuals to attend the Committee.

1.2 Committee Governance Powers and Duties for UW Medical Center

The Committee shall:

a. Ensure that priorities, activities and initiatives of UW Medical Center, as an academic medical center within a university of global stature, complement and advance the mission of UW Medicine to improve the health of the public and the mission of the UW to preserve, advance and disseminate knowledge;

b. Be accountable to ensure high quality and safe patient care is provided at UW Medical Center and approve new clinical services;

c. Determine objectives and policies pertinent to the delivery of patient care services at UW Medical Center, including the adoption and maintenance of a statement on patient care goals and objectives;

d. Approve and adopt policies pertaining to patient care, including outpatient, short stay, and emergency services and inpatient admission to UW Medical Center;

e. Establish an organized medical staff of physicians, dentists, and other healthcare professionals (“Medical Staff”) by determining which categories of practitioners are eligible candidates for appointment to the Medical Staff;

f. Approve bylaws, rules, and regulations of the Medical Staff;

g. Appoint and suspend or remove any member of the Medical Staff after considering the recommendations of the existing members of the Medical Staff and under the applicable provisions of the Medical Staff bylaws;

h. Create and maintain mechanisms for continuing assessment and improvement of the quality of patient care, including but not limited to special studies, regular reports, and the creation of standing and special committees. Such mechanisms shall include consultation with the Medical Staff on patient care matters;

i. Receive and review periodic reports from the UW Medicine compliance program regarding adherence to governmental healthcare requirements to ensure that UW Medical Center has an effective compliance program and safe reporting environment;

j. Provide input and consultation to the President, UW Medicine Hospitals & Clinics/Senior Vice President of Medical Affairs (President/SVPMA) on qualifications and periodic evaluation criteria for the key position of UW Medical Center Chief Executive Officer. Appointment and removal of the Chief Executive Officer is made by the President/SVPMA;

k. Provide input and consultation to the UW Medicine Chief Medical Officer, Vice President for Medical Affairs (CMO/VPMA) and the UW Medical Center Chief Executive Officer on the appointment of the UW Medical Center Chief Medical Officer. Appointment and removal of the UW Medical Center Chief Medical Officer is made by the CMO/VPMA, in consultation with the UW Medical Center Chief Executive Officer. Appointment of the UW Medical Center Chief Medical Officer is subject to ratification by the Committee;

l. Concur with appointment of the chiefs of the clinical services and receive periodic reports from the chiefs regarding the quality of medical care in each chief’s service as set forth in the approved Medical Staff Bylaws and policies; and,

m. Maintain general supervision over the use of UW Medical Center resources:

  1. Providing input into charges for UW Medical Center services based on the operating and capital budgets; and
  2. Reviewing and approving monthly reports on UW Medical Center overall day-to-day operations, including but not limited to reports on operating income and expenditures, use of services, and patient statistics. These monthly status reports will be provided to the full Board as an informational item, provided that any member of the full Board may request additional information from the UWMC CEO and UW Medical Center Committee chair during their presentation to the full Board.

In carrying out its responsibilities as identified in Section 1.2, the Committee shall seek continuing guidance from health professionals, management specialists, and others with professional expertise.

1.3 Accountability

The University of Washington Board of Regents is the accountable governing body for UW Medical Center.

The University of Washington Board of Regents holds the Committee accountable to itself for all areas of delegated authority.

The University of Washington Board of Regents holds the University President accountable to itself for all areas of delegated authority.

The University of Washington President holds the CEO/EVPMA/Dean accountable to the President directly for all aspects of health services provided by all University faculty and staff at UW Medical Center.

The Committee and the Board of Regents shall advise and consult with the CEO/EVPMA/Dean.

The UW Medical Center Chief Medical Officer and the Chief Executive Officer shall provide regular reports to the Committee on the areas within their respective authority and the overall operations of UW Medical Center, in addition to any reports to the full Board of Regents.

1.4 Meetings and Notice

Regular meetings of the Committee shall be held at least quarterly, the dates and places of which shall be determined each year by the Board and notice of which shall be given in accordance with RCW 42.30.075. Special meetings may be called by the chairperson at any time, or by a majority of voting members of the Committee provided that written notice to all Committee members and to others as required by Chapter 42.30 RCW shall be given not less than twenty-four (24) hours prior to the meeting, stating the time, place and business to be transacted at the meeting.

Except as otherwise specified in these Bylaws, all meetings of the Committee shall be conducted in accordance with the latest revision of Roberts Rules of Order.

1.5 Quorum

A majority of the voting membership of the Committee shall constitute a quorum, provided that no action will be effective unless at least two of the three Regent members of the Committee agree on such action.

1.6 Liability

All Committee members and persons serving at the request of the Board shall, in the performance of their duties as members of the Committee or appointees of the Board to the Committee, be considered “agents” of the University. Each Committee member or person serving at the request of the Board shall be protected against costs and expenses, including legal fees, in connection with the defense of any action, lawsuit, or proceeding in which the Committee member or person serving at the request of the Board shall be made a party by reason of being a Committee member or appointee of the Board. Such protection is subject to the condition that such person shall have acted in good faith and within the scope of the duties, and subject further to the specific exemption and qualifications stated in either the Board of Regents Governance, Standing Orders, Chapter 5 and RCW 28B.20.250 through 28B.20.255, which statute authorizes the indemnification of Regents, officers, employees, agents, and students of the University in relation to such matters.

1.7 Compensation of Board and Board Committee Members

No Committee member shall receive any compensation for services rendered in the member’s capacity as a Committee member. However, nothing herein shall be construed to preclude any Committee member from receiving compensation from UW Medical Center for other services actually rendered, a per diem for attending Committee meetings, or reimbursement for expenses incurred for serving as a Committee member or in any other capacity, all in accordance with established University practices and procedures, Chapter 42.52 RCW, and RCW 43.03.050 and 43.03.060, as now existing or hereafter amended.

1.8 Conflict of Interest

No Committee member or any person appointed by the Board in any capacity may act as an agent for any person or organization where such an act would create a conflict of interest with the terms of the person’s service to the UW Medical Center or the Board. The policies, rules, and regulations adopted by the Board relating to conflict of interest shall apply to any person appointed by the Board in any capacity and to the Board members themselves.

2. Administration

2.1 Appointment of Administrative Officers

The UW Medical Center Chief Executive Officer is a professional staff employee of the University who reports to the President/SVPMA. The UW Medical Center Chief Executive Officer is appointed by the President/SVPMA, in consultation with the Committee. Annual evaluations are completed by the President/SVPMA with input from the Committee. In the event that the UW Medical Center Chief Executive Officer is unable to perform the functions of the office, the President/SVPMA may designate an acting UW Medical Center Chief Executive Officer until such time as a permanent UW Medical Center Chief Executive Officer is appointed.

2.2 Duties of Administrative Officers

The UW Medical Center Chief Executive Officer, as senior officer of UW Medical Center, shall be responsible, subject to University policy and shared service agreements in effect, for maintaining overall direction of UW Medical Center within the policies established by the Board. The UW Medical Center Chief Executive Officer is accountable to the Board and to the President/SVPMA.

3. UWMC Committee Activities

3.1 Purpose

The Committee shall provide a forum in which representatives of the Board and its appointed community members, medical staff, and UW Medical Center administration shall jointly consider UWMC policy matters governing medical practice, review quality assurance reports, and advise the Board on organization of medical staff and revisions to the Medical Staff Bylaws. As described below, the UWMC Committee also has delegated authority from the Board for certain actions.

3.2 Medical Staff Credentialing and Privileging

The Committee shall have delegated authority from the Board to render final decisions regarding routine and expedited approval of Medical Staff initial appointments, reappointments, additions to privileges, and voluntary modifications to clinical privileges consistent with medical and dental staff criteria for credentialing and privileging. At least two (2) Regent members of the Committee must vote for Committee actions on privileges to be valid. The Committee shall present its final decisions taken under the expedited approval process to the Board for information purposes.

3.3 Clinical Services

The Committee shall have the delegated authority from the Board of Regents to concur in the appointment of the chief of each clinical service. Appointment shall be made consistent with the provisions of Section 5 below. The Committee shall have authority to approve the establishment of any new clinical service, consistent with the provisions of Section 5 below.

4. Relations of the University of Washington Medical Center to Teaching and Research Programs of the Health Sciences Center

The Deans of the Health Sciences professional schools have been delegated broad responsibilities by the President for overall management and direction of the teaching and research programs conducted by the faculty of their respective schools. The health sciences professional schools carry out a significant portion of the education and research programs in UW Medical Center and other affiliated medical centers, particularly those activities that require a patient care setting. Although the Committee has not herein been delegated any authority or responsibility for teaching or research programs, it shall lend its best efforts to ensure that the programs of the health sciences professional schools are effectively supported in collaboration with clinical service programs of UW Medical Center.

In order to ensure excellence in both teaching and patient care programs, which are typically interrelated, collaborative decision-making between the Committee and the Deans of the Health Sciences professional schools shall be encouraged by the CEO/EVPMA/Dean.

5. Medical Staff

5.1 General

The responsibility for standards of medical care at UW Medical Center has been delegated by the Board of Regents to the Committee. The Committee holds the Medical Staff organization accountable to the Committee for establishing and maintaining standards of medical care. The Committee shall approve or disapprove the Medical Staff Bylaws and may approve or disapprove such standards of medical care as may be established from time to time.

5.2 Medical Staff

For purposes of these Bylaws, the words “Medical Staff” shall include all physicians and dentists who are authorized to attend patients in UW Medical Center or in any other medical care activity administered by UW Medical Center and may include such other professionals as the Medical Staff Bylaws designate.

5.3 Organization of the Medical Staff

The Committee shall approve and authorize the organization of the Medical Staff so as to discharge those duties and responsibilities assigned to it by the Committee and specifically to accomplish the following purposes, among others:

a. To monitor the quality of medical care in UW Medical Center and make recommendations to the Committee so that all patients admitted to or treated at any of the facilities, departments or services of UW Medical Center receive continuous high-quality medical care;

b. To appoint or reappoint an applicant to the Medical Staff, grant clinical privileges for such applicant to enjoy in UW Medical Center, and take appropriate action that may be necessary in connection with any member of the Medical Staff, to the end that at all times there shall be a high level of professional performance of all persons authorized to practice in UW Medical Center. Criteria for selection to the Medical Staff shall include individual character, competence, training, experience, and judgment and may include, in conjunction therewith, board certification, provided that under no circumstance shall staff membership or professional privileges in UW Medical Center be dependent solely upon certification, fellowship, or membership in a specialty body or society;

c. To provide the means by which issues concerning the Medical Staff and UW Medical Center may be discussed both within the Medical Staff organization and by representatives of the Medical Staff with the Committee and management of UW Medical Center; and,

d. To recommend specific rules and regulations governing actions of members of the Medical Staff. After approval by the Medical Staff, the rules and regulations will be submitted to the Chief Medical Officer for review and approval.

5.4 Medical Staff Bylaws

The Medical Staff organization shall recommend to the Committee revisions of the existing Medical Staff Bylaws setting forth the Medical Staff organization and governance for maintaining such bylaws in such a manner as to accomplish the purposes set forth in Subsection c above. When such bylaws are adopted by the Committee, the bylaws shall become effective and become part of the bylaws, rules, and regulations of the Medical Staff.

5.5 Appointment to the Medical Staff and Assignment of Clinical Privileges

Upon recommendation of the Medical Staff and in accordance with the Medical Staff Bylaws, the Committee may appoint to membership on the Medical Staff of UW Medical Center, physicians, dentists, and other professionals who meet the personal and professional qualifications prescribed in the Medical Staff Bylaws. Appointment to the Medical Staff carries with it full responsibility for the treatment of individual UW Medical Center patients subject to such limitations as may be imposed by the Committee or the bylaws, rules, and regulations of the Medical Staff.

Appointments and reappointments to the Medical Staff shall be made in accordance with the appointment and reappointment procedures set forth in the Medical Staff Bylaws. Whenever the Committee does not concur in a Medical Staff recommendation relative to Medical Staff appointment, reappointment, or the granting of clinical privileges, said recommendation shall be referred to the full Board of Regents for decision.

5.6 Appointment and Reappointment Requirements

Each person initially appointed to membership on the Medical Staff of UW Medical Center shall be provided with a current copy of the Medical Staff bylaws, rules, and regulations and shall submit to the Chief Medical Officer a signed written statement agreeing to abide by them. Each member of the Medical Staff shall at a minimum be required to:

a. Provide care and supervision to all patients within UW Medical Center for whom such Medical Staff member has responsibility.

b. Abide by the Medical Staff Bylaws, rules, regulations, policies, and directives in force during the time such person is a member of the Medical Staff of UW Medical Center.

c. Accept committee assignments and such other duties and responsibilities reasonably assigned by the Board or the Medical Staff.

5.7 Appointment of Salaried Physicians and Dentists for Administrative or Medico-Administrative Purposes

Physicians or dentists employed by the University at UW Medical Center for administrative or medico-administrative purposes shall be subject to the faculty exempt personnel policies in effect for UW Medical Center at the time as it relates to their employment relationship and to the Medical Staff Bylaws, rules, and regulations as it is related to their Medical Staff appointments. Their clinical privileges to admit and treat patients are defined in accordance with the Medical Staff Bylaws. Termination of either the employment appointment or Medical Staff appointment shall not affect the other unless it is agreed in advance that they are mutually dependent and this agreement is documented in a letter of agreement, signed by the physician or dentist and UW Medical Center and approved by the appropriate dean or designee if applicable.

5.8 Medical Staff Administrative Committee

5.8.1 Purpose. The Medical Staff Administrative Committee shall establish and maintain a framework for self-government and a means of accountability to the Committee, in accordance with the medical administrative unit for the Medical Staff. It shall concern itself primarily with the quality of medical care within UW Medical Center. It shall receive and act upon all Medical Staff committee reports and make recommendations regarding Medical Staff status and privileges to the Board, or where an expedited process is appropriate, to the Committee. The specific duties of the Medical Staff Administrative Committee are set forth in the Medical Staff Bylaws.

5.8.2 Composition. The medical board of the Medical Staff shall be known as the Medical Staff Administrative Committee which shall be composed of the Chief of Staff, the Chief of Staff-Elect, the Immediate Past Chief of Staff, the chiefs of clinical services or delegee, the UWMC Chief Medical Officer, the UWMC Campus Medical Directors, the UWMC Associate Medical Directors, the Medical Director of the Husky Health Center, the Medical Director of the Fred Hutchinson Cancer Center, the Medical Director of UW Medicine Primary Care, the UWMC Chief Executive Officer, and other members of the Medical Staff that the UWMC Medical Director deems appropriate to provide adequate representation to Medical Staff from each campus of UWMC. The Chief Medical Officer, who is appointed by the CMO/VPMA in consultation with the UWMC Chief Executive Officer, shall serve as Chair of the Medical Staff Administrative Committee and shall represent the Medical Staff Administrative Committee at meetings of the Board. The Deans of the Schools of Medicine and Dentistry or designees shall be ex-officio members of the committee without vote.

5.8.3 Meetings. The Medical Staff Administrative Committee shall meet at least ten (10) times per year on approximately a monthly basis. Minutes of the meetings shall be provided to all members of the Committee; the Committee shall share minutes with the full Board of Regents, the CMO/VPMA, the Chief Executive Officer of UW Medical Center, the President/SVPMA, and the CEO/EVPMA/Dean.

5.9 UW Medical Center Clinical Services

5.9.1 Appointment of Chief. Appointment of the chief of each clinical service and sub-service is subject to concurrence of the Committee on the joint recommendation of the Department Chair(s) of the corresponding UW School of Medicine or School of Dentistry Departments and the UWMC Chief Medical Officer in consultation with the UWMC Chief Executive Officer. All such appointments shall be reviewed periodically by the Committee. Chiefs of clinical services vacancies may be filled on an interim basis at any time by action of the dean of the appropriate professional school, after consulting with the Committee.

5.9.2. Delegation. Upon Committee approval of Medical Staff Bylaws, rules, or regulations containing such a provision, the chiefs of the clinical services have delegated responsibility for maintaining the quality of medical care in their services and for recommending an applicant’s appointment or reappointment to the Medical Staff of UW Medical Center and privileges for such an applicant.

5.9.3. Accountability. The UW Medical Center Chief Medical Officer is accountable directly to the Committee in matters relating to medical care and day-to-day operations of UW Medical Center. Members of the clinical services of UW Medical Center are accountable to the Chief Medical Officer, who is accountable to the CMO/VPMA.

2.  Special Committees

Special committees may be established by the Board on the recommendation of the Governance Committee and given such powers and duties as the Board may determine. The chair, vice chair, and members of each special committee shall be recommended by the Governance Committee and approved by the Board. All matters considered by a special committee requiring action shall be referred to the Board for action except where such authority has been expressly delegated to a committee.

3.  Notice of Meetings of Standing and Special Committees

Meetings of committees of the Board shall be held at such times and places as may be fixed by each committee or its chair. The Secretary of the Board shall give each member of the committee notice of committee meetings in sufficient time and manner to allow attendance at the meetings. Notice of meetings of any committee of the Board at which an action is taken on behalf of the Board pursuant to delegated authority shall be given, when required, in accordance with the applicable law of the state of Washington governing such meetings. The proposed agenda and available pertinent material delivered to the members of a Standing Committee in advance of the date of a meeting of such committee shall also be posted (with the exception of any materials that are exempt from public disclosure under Washington law) on a web page accessible to the public via a link on the Board’s internet home page on the same day they are delivered to the members of the committee.

4.  Communications to and Appearance Before Standing Committees

Any person who wishes to bring a matter to the attention of a Standing Committee may do so by submitting such communication in writing to the Secretary of the Board of Regents for distribution in accordance with the direction of the committee chair.

The committee chair is authorized to determine whether any public comments will be permitted at a meeting of a Standing Committee and may place reasonable limits on the length of such comments.

5.  Advisory Committees and Boards

Advisory committees and boards may be established by the Board on the recommendation of the Governance Committee to provide the University with expert advice on such subjects as the Board may specify. The chair, vice chair, and members of each advisory committee or board shall be recommended by the Governance Committee and approved by the Board. Every advisory committee or board shall include at least one member of the Board, except for the Advisory Committee on Socially Responsible Investing. An advisory committee or board shall have no delegated authority to act for the Board but shall simply offer its advice to the Board or to such standing or special committee as the Board determines.

BR, October 18, 1985; December 13, 1985; March 15, 1991; October 27, 1995; October 17, 1997; July 17, 1998; January 21, 2000; February 21, 2003; October 14, 2004; March 17, 2005; February 18, 2010; November 14, 2013 [Effective January 1, 2014]; May 14, 2015; May 12, 2016; May 11, 2017; RC, September 20, 2017; July 12, 2018; September 13, 2018; September 8, 2022; March 13, 2025.