Board of Visitors minutes :: June 11, 2004 :: University of Virginia Library

1. Committees. The Board of Directors may establish committees from time to time as it may require. There shall however be the following four standing committees: an Executive Committee, a Nominating Committee, an Investment and Finance Committee, and an Audit Committee. The Chair of the Board of Directors shall be an ex-officio member of each standing committee. Each standing committee shall consist of at least three members of the Board of Directors who shall be appointed by the Chair (or, in the case of the Executive Committee, elected by a majority of the members of the Board of Directors), and who shall serve for terms of up to three years as designated by the Chair (or, in the case of the Executive Committee, as designated by a majority of the members of the Board of Directors). The Chair may designate the presiding officer for each committee, and shall have the power to fill any vacancy. All standing committees shall include one or more of the directors appointed by the University Rector or President. A quorum for the conduct of committee business shall require a majority of the appointed membership. Advance notice of scheduled meetings shall be provided to committee members as in the case of meetings of the Board of Directors.

2. Executive Committee. In addition to any duty or matter that may be assigned to it by the Board of Directors, the Executive Committee shall be and is fully empowered to act on behalf of the Board of Directors between meetings, authorized to take such action or actions as it may approve or direct on behalf of the Board of Directors except only with respect to the following matters. Without approval of the Board of Directors, the Executive Committee shall have no authority to approve any amendment or other change to the Articles of Incorporation or the Bylaws, or authorize the merger, consolidation, dissolution, reorganization or liquidation of the Company, or authorize the sale, exchange, encumbrance, mortgage, or pledge of the Company or its assets other than in connection with investments in the ordinary course of business or to appoint or remove any individual to/from the Board of Directors, or to hire or terminate the employment of any chief executive officer or chief operating or investment officer of the Company, or to amend the terms of any client agreement for investment management services as may be reached with the University or affiliated entities, or to change the investment standards and policies approved by the Board of Directors. Any action taken by the Executive Committee shall be reported to the Board of Directors at its next regular or special meeting.

3. Finance Committee. In addition to any duty or other matter that may be assigned to it by the Board of Directors, the Finance Committee shall be responsible for preparing, reviewing and recommending to the Board of Directors an annual budget for the Company and for reviewing and recommending to the Board of Directors compensation to be paid by the Company to its officers and employees.

4. Audit Committee. In addition to any duty or other matter that may be assigned to it by the Board of Directors, the Audit Committee shall be responsible for managing, overseeing and directing the Company’s proper and complete financial accounting, reporting and audit of transactions and operations, and is empowered to engage accountants and auditors for such purpose. The Audit Committee is further responsible on behalf of the Board of Directors for adopting, revising, monitoring, training and enforcing compliance with the Company’s conflicts of interests policy, which shall be applicable to and govern the directors, officers and employees of the Company. The conflicts policy is, and shall at all times remain, a material condition to appointment to office or any agreement of employment, incorporated by reference. The Audit Committee shall be responsible for ensuring appropriate circulation of the policy among Company directors, officers and employees, and shall annually certify in writing the Company’s compliance with the policy to the Board of Directors and to the University (as may be provided in the investment management contract with the University). Notwithstanding anything as may be to the contrary, the Audit Committee membership shall be comprised of directors who, in the judgment of the Board of Directors, are free of business or personal relationship or interest that may reasonably be anticipated to interfere with the exercise of independent judgment on behalf of the Company in discharging its powers, purposes and responsibility as stated in the Articles of Incorporation and in any client agreement providing for investment management services. The Audit Committee shall report its actions to the Board of Directors at its next regular or special meeting.

5. Nominations Committee. The Nominations Committee shall be responsible for evaluating and recommending candidates for appointment to the Board of Directors and such other duties as the Board of Directors may authorize. Notwithstanding anything as may be to the contrary in these Bylaws, the Nominations Committee shall consist of three members appointed from the Board of Directors to terms not exceeding three years; one being the appointee of the University President, one being an appointee of the University Rector and the other designated by the Chair from among the existing membership on the Board of Directors. Vacancies shall be filled by the appointing authority.