The Bylaws specify that the Board shall be composed of not less than twenty-three nor more than forty Trustees, of whom the Governor of the State of New Jersey and the President of the University are Trustees ex officio during their respective terms of office.

      The Board meets five times a year. Much of the business of the Board is conducted through its committees. The standing committees of the Board include an Executive Committee, which has, with few exceptions, all the powers and duties of the Board between meetings of the Board. Other standing committees have responsibilities pertaining, among other things, to finance, to academic affairs, to grounds and buildings, to university resources, and to student life, health and athletics.

       Adopted by the Board of Trustees, 24 October 1969; reaffirmed (with amendments) in 1992, 2005, 2011, and 2019.

Resolution on Delegation of Authority

       The Board of Trustees exists to ensure that the University carries out in perpetuity its educational and research mission. The Board’s role is to govern, not to manage. In order to clarify the actual practice and procedures followed in the governance of the University, the Board declares its intent, in matters of policy as well as of operations, to continue to delegate broad authority to the President, to the officers of the administration, the Faculty, and the students as more specifically set forth below. While the Trustees may and do delegate authority in wide areas, they cannot either delegate it irrevocably or consign to any other parties their final responsibilities under the law and the terms of the Princeton Charter.

       Policy initiative in almost all areas usually rests with the President and various members of the resident University community. Beyond this there have evolved, generally speaking, three modes by which Trustees, normally acting through Board committees, delegate, share or directly exercise their powers and responsibilities in University operations and decision making: (1) broad delegation subject to the Board’s oversight and general review; (2) delegated responsibility subject to prior review and approval by the Board; and (3) direct exercise of authority by the Board. 

Section 1. Broad Delegation Subject to Oversight and General Review: In areas relating most directly to the academic mission of the University, the Trustees have made the broadest delegations of authority to the President, other administrative officers, and to the Faculty. In these areas, the Trustees exercise their responsibilities primarily through appropriate review of the integrity and effectiveness of the procedures of the University. In appointing members of the Faculty, the Trustees are guided almost entirely by the recommendations of the President and Advisory Committee on Appointments and Advancements. In matters of curriculum, the creation and abolition of courses, the establishment of requirements for degrees, the prescription of academic procedures, and in most matters within the purview of the University Research Board, the Trustees have delegated their authority to the President and Faculty, to be exercised through the appropriate bodies and officers of the University. Procedures for recruiting undergraduate students, including criteria for admission, are the responsibility of the President, the Dean of the College, and the Dean of Admission, acting pursuant to policies determined with the advice of Faculty committees on admission, subject to the general review of the Trustees. Similar oversight is also exercised by the Trustees over recruiting and admission of graduate students, which is the primary responsibility of the Graduate School, acting with the advice of academic departments. Oversight of student life and discipline, including the formulation of rules of conduct and dormitory regulations, has been delegated to the President and Faculty to be exercised in accordance with duly constituted procedures.

       Library operations are managed by the Librarian under the direction of the Provost, with the advice of Faculty and student committees, the Trustees’ concern being directed to the overall quality of the Library and the effectiveness of its operations. Likewise, in the areas of health and athletics the Trustees exercise general oversight. Requirements for physical space and services are formulated by the administration with the advice of departments and subject to general review by the Trustees. The administration has responsibility for on-going plant operations about which it reports regularly to the Board.

Section 2. Delegated Responsibility Subject to Prior Review and Approval: In areas where authority is not broadly delegated (Section 1) or directly exercised by the Trustees (Section 3), the Trustees share responsibility with the President and, as appropriate, the Faculty and administration. It is assumed that major changes in institutional priorities, major changes in policy, initiatives that involve substantial new claims on funds, and other undertakings with potentially far-reaching implications for the University will be brought to the Trustees for review and approval before final decisions or commitments are made. Relative to such matters, the Trustees endeavor to achieve informed consensus. Accordingly, matters of this type should be presented to the Trustees in sufficient detail and with enough lead-time to enable the Board to engage in robust discussion and provide input that can be considered and, if appropriate, incorporated before the matter is presented to the Board for approval. The types of matters in which the Board generally seeks to reach informed consensus include changes in instructional method of broad bearing for the institution, the principles governing the setting of tuition and fees, material steps to be taken to improve the social and living conditions of students, plans calling for the establishment or abolition of departments or schools, changes in admissions policies affecting sizable categories of potential students, and material changes in relations with outside educational and social institutions and governmental agencies.

Section 3. Authority directly exercised: In matters concerning financial health, resource allocation and physical properties, the Trustees participate directly in the formulation of policy and the conduct of the business of the University. The preparation of the annual budget proceeds through a complex process under the direction of the President and the supervision of the Provost. Trustees review the development of the budget at various stages in the process, leading to a final approval vote. The Princeton University Investment Company oversees the investment of University funds under the general control of the Board and the Committee on Finance. Through the Committee on University Resources, the Trustees establish fund-raising policies, approve campaigns and other major development programs, and help to identify important sources of potential financial support, and to raise funds. Through the Committee on Grounds and Buildings, and with the advice of the President and other resident members of the University with relevant interests and competence, the Trustees oversee long-range physical planning, as well as the location, design and construction of University buildings and the stewardship of the physical campus.

       In addition to what has been indicated above, it is understood more generally that the Board may contribute advice and criticism to the shaping of academic programs and the conduct of the affairs of the University. If the Board is to assess general policies wisely, it must be fully and currently informed and be alert and sensitive to particular conditions and requirements. Members of the Board often have experience and competence that can be helpful to the University in its dealing with specific problems, and their advice is most valuable in the early consideration of new policies.

       In the normal course, it is the stated intent of the Trustees to continue the general arrangements described above. Modifications of these arrangements may from time to time be adopted in order to improve the University’s pursuit of its essential missions and to give the Trustees the benefit of wider points of view in the exercise of the power and authority vested in the Board by the law and the Charter of the University.

a.    There should be at least one Faculty representative from each Division of the University and at least one non-tenured member of the Faculty on a committee elected to advise the Board of Trustees in any future search for a President of the University.

b.    Representatives of the student body, and at least one elected member of the staff, should participate in consideration of candidates for President of the University.

c.    The members of the Faculty, student body, and staff so consulted by the Board of Trustees should be elected by a procedure which will insure, insofar as that is possible, that they represent such diversity of opinion as may exist within the student body and the Faculty.