University of Virginia Library

RESOLUTION REGARDING AMENDMENTS TO THE MANUAL OF THE
BOARD OF VISITORS, 1985

The President invited the Board to consider as the first item the revision of the Board Manual. Using material distributed to the Board, Mr. Casteen discussed the changes to the Manual proposed by the Executive Committee. He enumerated the changes and additions proposed to Sections 2.22, 2.36, 3.1, 3.24, 3.25, 3.27, 4.11, 4.5, 4.51, 4.52, 5.2, 5.4, and 5.41.

Mr. Mingle, the General Counsel, also commented on the proposed changes. He said, too, that since the Executive Committee had not, in its meeting of last week, reviewed the amendments pertaining to the Assistant Secretary and the Clerk of the Board, a member of the Committee should propose a resolution waiving the notice of meeting for the Committee.

On motion, the Executive Committee waived notice of the amendment pertaining to the Clerk of the Board.

Mr. Butcher proposed that Section 2.22 be amended to include the following sentence: "Further, Visitors Emeriti shall be sent copies of the Minutes of each Board meeting and be invited to meet each year with current members of the Board at a social function."

Mr. Wilson objected to the addition of Section 2.22 to the Manual, which, he said, should be a bare bones statement of the rules the Board should go by. He said he had no objection to the concept of Visitors Emeriti, but he did not think it should be part of the Manual.

Mr. Middleditch agreed with Mr. Wilson.

After discussion, Mr. Butcher's proposal was moved as an amendment and a vote was taken by show of hands; the amendment passed, 9 to 6. A vote by show of hands was then taken on Section 2.22 and it, too, was passed, 8 to 5.

Votes were taken on each of the other proposed changes to the Manual; all of the changes were approved unanimously, including a modification to the change proposed for Section 5.2 eliminating the words "Assistant Secretary."

Mr. Casteen asked the Board to be allowed to make other changes in nomenclature in the Manual if this proves necessary; for example, he said, there may be other references to "Assistant Secretary" which have been overlooked and which will have to be deleted.

The following resolution was adopted:

• WHEREAS, in accordance with Section 5.9 of The Manual of the Board of Visitors, the Executive Committee has considered certain proposed amendments to The Manual at its meeting on September 28, 1991; and
• WHEREAS, the Executive Committee views with favor the amendments set forth below and hereby recommends that such amendments be adopted by the Board of Visitors:
• RESOLVED that the following amendments to The Manual be and they are hereby made:[3]
• Section 2.22 Visitors Emeriti - In recognition of the invaluable service they render to the University during their terms of office and the informed counsel they may continue to provide after their terms expire, former Members of the Board shall be designated Visitors Emeriti. Further, Visitors Emeriti shall be sent copies of the Minutes of each Board meeting and be invited to meet at least once each year with current members of the Board at a social function.
• Section 2.36 Dockets - For the Annual Meeting and each regular meeting, the Secretary shall prepare, under the supervision of the President, a docket comprising such matters as the Board, the Rector, the President, and the chairman of each Standing Committee shall refer for consideration. This docket shall include all the agenda items to be considered by the Board and its committees at the such meetings that are known by the President and the Secretary at the time the docket is prepared. A copy of this docket, to be called the Regular Docket, shall be presented for the Rector's review and approval, and thereafter shall be mailed to each member of the Board at least ten days prior to the meeting of the Board. Matters which arise between the mailing of the Regular Docket and the convening of the Board shall be presented to the Board in the Supplementary Docket, which is to be prepared by the Secretary under the supervision of the President. The notice of a special meeting containing a list of the items to be considered shall take the place of the Regular Docket at a special meeting.
• Section 3.1 The Executive Committee - At each Annual Meeting the Board shall elect from among its membership an Executive Committee composed of five members. These five members shall consist of the Rector, who shall serve as chairman, and four Visitors to be elected by the Board. Nominations for these four positions on the Executive Committee may be made by any

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  Visitor, and if there are more than four nominations the a vote shall be by written ballot, the votes to be counted taken and the results shall be announced jointly by the Rector and the Secretary. Any vacancy on the Executive Committee shall be filled for the unexpired term at the next regular meeting of the Board and by written ballot vote if there is more than one nomination.
• Section 3.2 Standing Committees - The Standing Committees of the Board shall consist of the Finance Committee, Buildings and Grounds Committee, Student Affairs and Athletics Committee, Educational Policy Committee, Health Affairs Committee, External Relations Committee, and the Audit Committee . . .
• Section 3.24 Educational Policy Committee - The Educational Policy Committee shall have responsibility in all matters relating to educational policies and programs, except for those matters subject to the oversight of the Health Sciences Affairs Committee . . . .
• Section 3.25 Health Affairs Committee - The Health Affairs Committee shall have responsibility in all matters relating to medical affairs, including the School of Medicine, the School of Nursing, the University Hospital Health Sciences Center, and other matters associated with health care.
• Section 3.27 External Relations Committee - The External Relations Committee shall have responsibility in all matters pertaining to University development, alumni affairs, governmental relations and public communications. It shall exercise oversight over programs that promote private donations to, and alumni support of the University, including related activities undertaken directly by University offices and by affiliated foundations on the University's behalf.
• Section 4.11 Election - The Board at its first regular meeting after February 28, 1986, and every fourth year thereafter, shall elect a Rector from among its members to serve until February 28 of the fourth year thereafter and until his successor is elected. At such meetings, the election shall be by written ballot majority vote of the members present following nominations, and the Secretary shall serve as the presiding officer until an election is accomplished unless the Board decides to appoint another presiding officer. The Secretary shall count the ballots and the balloting shall continue until a Rector is elected by a majority vote of the members present votes and announce the election of the Rector. The written ballot may be dispensed with by unanimous consent.

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• Section 5.2 Retirement - The President, Comptroller, General Counsel, and Secretary shall retire on the first of July next following the attainment of the age of seventy. relinquish their positions as Officers of the Board upon retirement or resignation from their administrative duties.
• Section 5.4 Minutes of Board Meetings - The minutes of the Annual, and Regular and Special meetings of the Board shall be open to inspection as required by law.
• FURTHER RESOLVED that The Manual be republished to include the above amendments and all amendments previously adopted by the Board of Visitors since 1985 (the date The Manual was last reprinted); and to update the listings of Rectors, Presidents, Board Members, Student Board Members, and Secretaries.

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• RESOLVED that The Manual of the Board of Visitors be and hereby is amended by deleting in their entirety Sections 4.5, 4.51, and 4.52 pertaining to the position of Assistant Secretary,; by deleting references to the term "Assistant Secretary" in the Introduction to Chapter 4, page 15; and by substituting therefore the following provisions:
• Section 5.41 Clerk of the Board - The President may appoint a Clerk of the Board to provide administrative and clerical support to the Secretary, the President, the Rector and members of the Board in fulfilling their responsibilities as prescribed in this Manual. The Clerk of the Board shall serve at the pleasure of the President.