The article analyses systematically internal management system of private university in America with the methods of comparison and factor analysis. Beginning with some important concepts involved it accounts for the historical development of internal management system of private university in America and sums up the thinking source of the internal management system with the view of "University's Autonomy","Academic freedom", and "Professors' governing university". And then it anlyses the management of university, college, department and teaching, science and research, teachers, students, finance and refers to its advantages and disadvantages. Finally it concludes and brings forward some advice on internal management system of civilian-run college and university in China.
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