University of Virginia Library

ATTACHMENT A

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The Officers of the Board of Visitors shall consist of the Rector of the University of Virginia, the Vice Rector, the President of the University, the Chief Financial Officer of the University, the General Counsel of the University, and the Secretary to the Board of Visitors.

Section 4.1 [unchanged]

Section 4.11 Terms of Office and Election — The Rector and Vice Rector shall serve terms of two years; at the conclusion of the Rector's term of office the Vice Rector shall succeed the Rector and serve for two years in that office. The Board at its first regular meeting after 28 February 2003 shall elect a Rector and a Vice Rector from among its members to serve until 30 June 2005. At its regular meeting closest to that date, and at the regular meeting closest to 30 June every two years thereafter, the Board shall elect a Vice Rector from among its members to succeed the Rector. At the election meeting, the election shall be by 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 votes and announce the election of the Rector.

Section 4.12 Powers and Duties — The Rector shall be the presiding officer of the Board of Visitors at all of its meetings; in the Rector's absence, the Vice Rector shall serve in that capacity. The Rector shall have the power, unless otherwise directed by the Board, to fix the order of business, appoint all standing and special committees (except the Executive Committee), and require the proper preservation of a record of the Board's proceedings by the Secretary. Without diminishing the right of individual Visitors to publicly express their personal views, the Rector, unless otherwise determined by the Board or the Rector, shall act as spokesman for the Board of Visitors. The Rector and Vice Rector shall perform such additional duties as may be imposed on their offices by statute or by direction of the Board.

Whenever the office of the President becomes vacant or a vacancy is impending, the Rector shall appoint a Special Committee on the Nomination of a President from among the membership of the Board to seek and recommend to the Board a person to fill the vacancy.

This special committee shall be under the chairmanship of the Rector and the committee shall consist of no fewer than five members.

Section 4.23 Vacancies — Vacancies in the offices of Rector and Vice Rector shall be filled by the Board for the unexpired terms, following the procedure set forth in Section 4.11. If the cause of the vacancies is the expiration of the Rector's or the Vice Rector's terms as members of the Board, the vacancies shall be filled at the first regular meeting following such expiration. If the vacancies occur from any other cause, the vacancies shall be filled at the first regular meeting after such vacancies occur or at a special meeting called for that purpose, at which meeting a quorum shall consist of eleven Visitors.

Section 4.14 Rector pro tempore — In the absence of the Rector and the Vice Rector at any meeting or in the event of their disability or of vacancy in office, the chair of the Finance Committee shall serve as Rector pro tempore. If the chair of the Finance Committee is absent or is unable to serve, the Board shall elect a Rector pro tempore for that meeting.

Section 4.2 [unchanged]

Section 4.21 [unchanged]

Section 4.22 [unchanged]

Section 4.3 [unchanged]

Section 4.4 [unchanged]

Section 4.41 Powers and Duties — The Secretary shall attend all meetings of the Board of Visitors and its committees and shall record the minutes of all proceedings. He shall prepare minutes of such meetings that, after approval by the Board, shall be recorded in the permanent records of the Board of Visitors. He shall maintain an up- to-date inventory of Board policies. He shall give proper notice of all meetings of the Board, shall preserve as directed all documents or papers pertaining to the actions of the Board, and shall keep in safe custody the seal of the University, which he shall affix to any instrument when

authorized by the Board or persons designated by it, including the Rector, the Vice Rector, the President, or the Chief Financial Officer. In addition to the foregoing, the Secretary shall perform those functions and have those duties or responsibilities which are usual to the duties of a secretary and shall assist the Board of Visitors in the discharge of its official duties. He shall, under the immediate direction of the President, perform such other duties as may be assigned to him by the Board, the Rector, the Vice Rector, or the President.

Section 5.5 Execution of Instruments — The Rector, the Vice Rector, the President, the Chief Financial Officer, and other persons designated by the Board of Visitors shall be authorized to execute, in the name and on behalf of The Rector and Visitors of the University of Virginia, any instrument that may require the name of the corporation to be signed thereto, and the Secretary shall have authority to affix the seal of the corporation to any such instrument and to deliver it to the party entitled to receive it.

Section 5.6 Assignment of Securities — The Rector, the Vice Rector, the President, the Chief Financial Officer, and other persons designated by the Board of Visitors shall have authority to sell, assign, and transfer any and all stocks, bonds, evidences of indebtedness or interest thereon, rights and options to acquire or sell the same, and all other securities, corporate or otherwise, standing in the name or belonging to the Rector and Visitors of the University of Virginia in any capacity. The same persons have authority to give the assent of the corporation to mergers, consolidations, agreements for a deposit of stock, or for reorganization of any corporation or corporations in which the Rector and Visitors of the University of Virginia as a corporation may have an interest.