University of Virginia Library

IV.

The maximum number of Trustees who are to manage the affairs of the Corporation shall
be eight (8) and the minimum number of Trustees shall be five (5), and the President of the
University of Virginia shall be at all times ex officio a Trustee of the Corporation; the seven
Trustees named in this Certificate (other than the President of the University ex officio)
shall serve for one to seven years, respectively. The term of office of each of the seven
Trustees named in this Certificate of Incorporation shall be determined by lot and no Trustee
who draws a term of more than three years shall be eligible for reelection, but any Trustee
drawing a term of three years or less shall be eligible for nomination and reelection for one
additional term of seven years regardless of the age limitation hereinafter set out. Any
Trustee who has served a full term of seven years shall be ineligible for nomination or election
to serve a second term. The Trustees named in this Certificate have been selected without
especial reference to their respective ages but all other successor Trustees shall, at the
time of election, be of the age of fifty-seven (57) years or less so that upon the expiration
of their respective seven year terms of service no Trustee will have attained an age of more
than sixty-five years. Vacancies upon said Board of Trustees, whether arising from expiration
of terms as above set out, by death, or by resignation shall be filled as follows - All successor
Trustees shall first be nominated by majority vote of the Trustees present and voting
at any regular meeting of said Board, or at any special meeting of said Board called by the
President or by any two members of said Board for the purpose of such nomination. For each
vacancy said Trustees shall nominate three persons, and these nominations shall be certified
by the Secretary of the Board of Trustees to the Active Members of this Corporation and from
the names so certified said members shall elect a successor or successors to fill such vacancy
or vacancies upon said Board of Trustees, such election to be held at any regular meeting of
said members, or at any special meeting thereof called for the purpose of such election by
any three active members. And if said Trustees fail to certify such nominations to said members
within one year after any such vacancy occurs, said members shall upon their own motion
proceed to elect a Trustee or Trustees to fill such vacancy or vacancies.