University of Virginia Library

UVIMCO RESOLUTION ON ORGANIZATIONAL DOCUMENTS

WHEREAS, the UVIMCO Board approves in concept the organizational documents for the separate corporate entity to be formed as of July 1, 2004 or later (“New UVIMCO”), including Articles of Incorporation, Bylaws, Conflict of Interests Policy, and standard form Management/Deposit Agreement; and

WHEREAS, the UVIMCO Board approves in concept a 401(k) plan for employees of New UVIMCO;

RESOLVED that the Chair of the UVIMCO Board is authorized to take the following actions:

• 1. Adopt all appropriate existing policies and procedures of UVIMCO as the policies and procedures of the separate corporate entity to be formed as of July 1, 2004, or later (“New UVIMCO”).


• 2. Take any and all actions that may be deemed necessary or appropriate to adopt, execute and/or file with the appropriate authorities, the organizational documents for New UVIMCO, including but not limited to the Articles of Incorporation, Bylaws, Conflict of Interest Policy, and standard form Management/Deposit Agreement.


• 3. Take any and all actions that may be deemed necessary or appropriate to effectuate a 401(k) plan for employees of New UVIMCO, and any and all other appropriate benefit plans.

(The documents are appended to these Minutes as an Attachment)