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July 17, 1997


TO:    The Special Committee to Revise the Manual:
Champ Clark, Chair
Franklin R. Birckhead
Charles M. Caravati, Jr.
Hooey S. Dabney, Ex Officio

FROM:    Alexander G. Gilliam, Jr.

SUBJECT:    Minutes of the Meeting of the Special Committee to Revise the Manual

The Special Committee to Revise the Manual of the Board of Visitors of the University of Virginia met, in Open Session, at 1:20 p.m., Thursday, July 17, 1997, in the North Oval Room of the Rotunda; Champ Clark, Chair, presided. Franklin R. Birckhead and Charles M. Caravati, Jr. were present. Also present were Alexander G. Gilliam, Jr., and Ms. Jeanne F. Baffles.

Referring to material distributed earlier to the Committee, the Chair reviewed the proposed changes, item by item:

1. Page vi of The Manual: the list of Rectors should be brought up to date to include the inclusive years of Mr. Elson's Rectorship and the year Mr. Dabney took office.

Edward Elliott Elson 1990-1992

Hooey S. Dabney 1992

2. Page vii, paragraph 2: a line should be added to bring the history of Manual revisions up to date. Rather than disturb the chronology of the text, which reflects the revisions of 1966 and 1975, the Secretary proposed that this explanatory line, which would reflect the 1991 revisions as well as the proposed 1997 revisions, be added as a separate paragraph following the listing of names on page viii, (see #3 below).

3. Page viii: Rather than list the current Committee members - since the 1991 Committee members were not listed - the Secretary proposed trying his hand at a compromise wording.

"Revisions to The Manual were undertaken in 1991, during the rectorship of Edward Elliott Elson, and in 1997, during the rectorship of Hovey S. Dabney. John T. Casteen, III, was President of the University in both instances. The 1991 Revisions were directed by the Executive Committee of the Board of Visitors under the chairmanship of Mr. Elson. The 1997 revisions were done by a special committee of the Board appointed by the Rector and under the chairmanship of Mr. Champ Clark."

4. SECTION 2.2 COMPOSITION: The Committee approved the following changes which were proposed by the General Counsel in order to bring this Section into accordance with current law:

"The Board of Visitors is composed of sixteen members appointed by the Governor, subject to confirmation by the Senate and House of Delegates of Virginia, for terms of four years. Members may be reappointed for one additional four-year term. At least thirteen of the sixteen members must be from the State at large, and not more than three may be appointed from alumni or alumnae living outside the State. At least eleven of the sixteen members must be alumni or alumnae of the University.

"The statute provides that for each vacancy on the Board of Visitors, the Alumni Association of the University of Virginia shall propose three names to the Governor for possible appointment. Such proposals, however, are advisory only, and the Governor may appoint persons other than those recommended by the Alumni Association. A vacancy on the Board is filled by appointment by the Governor for the unexpired term. A person filling an unexpired term may be reappointed by the Governor for two additional four-year terms."

5. SECTION 2.21 STUDENT NON-VOTING MEMBER: The Chair proposed this Section to be changed to reflect the amendment made to it by the Board on June 11, 1994, as well as current practice.

"At the first regular meeting of the second semester of the academic session each year, on recommendation of the Executive Committee, the Board of Visitors may appoint for a term of one year, a fulltime student at the University of Virginia as a nonvoting member of the Board of Visitors, in addition to those members referred to in Section 2.2 above. Such student may attend and participate in a non-voting capacity in the deliberations and meetings of the Standing and Special Committees of the Board as well as meetings of the Board of Visitors itself."

6. SECTION 2.31 THE ANNUAL MEETING: There was discussion about changing the date of the Annual Meeting from late May early June to late March-early April. The reason for this proposal is that the early spring meeting-is customarily the first meeting new appointees to the Board attend, thus necessitating a change in the composition of Board committees. Because of the current designated date of the Annual Meeting, the Rector must make these changes at two successive meetings. The Committee decided to ask the General Counsel if there is any statutory provision for holding the Annual Meeting on the presently designated date.

The General Counsel has ruled that there is no statutory provision for holding the Annual Meeting at a prescribed time. The Committee, therefore, recommends that Section 2.31 be changed to read as follows:

"The one meeting each year required by statute is known as the Annual Meeting and is required to be held at the University at Charlottesville [delete: , and customarily is held about the time of Finals at the conclusion of the Spring Semester.]. At this meeting the Board elects an Executive Committee, receives a report from the President on the state of the University, considers and approves the annual budget, and reviews and decides on such other matters as may come before it. The date for the Annual Meeting is prescribed by the Board at the last regular meeting in the preceding calendar year. On the recommendation of the Rector and the President, the date and time of the Annual Meeting may be changed by the Executive Committee."

7. SECTION 2.32 REGULAR MEETINGS: The Chair proposed that this Section be changed as follows, noting that Mr. Ackerly had pointed out that the current wording would seem to preclude the Board from changing the time, date or place of its own meetings. "There shall be such other regular meetings of the Board of Visitors each year as the Board may determine. These meetings shall be held on such dates and at such places for the succeeding calendar year as the Board shall determine at the last regular meeting of a calendar year. The time, date, and place of a regular meeting may be changed by a quorum of the Board of Visitors or by the Executive Committee."

8. SECTION 2.34 NOTICE OF MEETINGS: The Chair suggested changes to this Section to reflect the changes of methods of communication - telegrams are no longer used but fax machines and e-mail are now in common usage.

"Due notice in writing of the Annual Meeting and all regular meetings and of any changes in the dates, times, or places of a regular meeting shall be given by the Secretary of the Board of Visitors. Such written notice shall be sent [delete: by mail, telegram, or other means] at least ten days prior to the meeting. Written notice of all special meetings shall be sent by the Secretary [delete: by letter, telegram, or other means] at least five days in advance of the meeting. All notices of a special meeting shall indicate the item or items of business to be considered."

9. SECTION 2.35 QUORUM: These changes were suggested by Mr. Ross and the General Counsel; the Committee adopted them pending approval of its definition of "quorum" by the General Counsel.

"A quorum for the conduct of business by the full Board of Visitors shall consist of five members of the Board (as required by statute) except in those instances where other statutory provisions, as, for example, in the consideration of revenue bond issues, may require a larger number for the transaction of particular items of business. A quorum for the Executive Committee and all Standing and Special Committees of the Board of Visitors shall consist of one-third of the appointed members of the committee, except that in no case shall the number be fewer than two. "

10. SECTION 2.36 TELEPHONIC PARTICIPATION: The Committee voted to insert this as a new section. On subsequent reflection, however, and on further advice of the General Counsel, the Chair decided to table it pending the outcome of efforts by the University to change the relevant portions of the Code of Virginia in the forthcoming session of the General Assembly.

The proposed new section of The Manual would read as follows (the language was suggested by the General Counsel):

"Participation and/or voting by telephone at meetings of the Board of Visitors or its committees is prohibited unless proper public notice is provided as required by law, and arrangements are timely coordinated with the Secretary. Executive or closed meeting discussions may not, however, be conducted by telephone."

11. SECTION 2.36 DOCKETS: (the current numbering system of this Chapter is continued for the time being) The Chair proposed these changes which reflect concerns expressed by several members of the Board.

"For the Annual Meeting and each regular meeting, the Secretary shall prepare, under the supervision of the Rector and 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 such meetings that are known by the Rector, the President and the Secretary at the time the docket is prepared. After receiving the Rector's approval, a copy of this docket, to be called the Regular Docket, shall be [delete: presented for the Rector's review and approval and thereafter shall be] mailed to each member of the Board of Visitors at least ten days prior to the meeting of the Board. Consideration of matters [delete: which arise between the mailing of the Regular Docket and the convening of the Board of Visitors shall be presented to the Board in the Supplementary Docket, which is to be prepared by the Secretary under the supervision of the President] not appearing on the Regular Docket shall require the consent of two-thirds of the Visitors present. 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.

12. SECTION 2.4 POWERS AND DUTIES (5): These changes, suggested by the Chair, reflect that fact that the person designated as Comptroller is no longer the University's Chief Financial Officer and not a vice-president; also, as Mr. Ackerly and Mr. Ross have pointed out, the General Counsel, by statute, is appointed by the Attorney General of the Commonwealth.

"5 the election of a Rector, President [delete: Comptroller, General Counsel], Chief Financial Officer, and Secretary, and the election of salaried members of the faculty, except for those faculty members [delete: whose appointments are vested in the President (see Sec, 4.22[6]) and except for those faculty members] designated by the President during the period between [delete: the Annual Meeting in May or June and the next regular meeting] meetings of the Board of Visitors at which time the President's actions [delete: shall] may be formally ratified by the Board [delete: ;] at its next regular meeting. The foregoing is however, subject to the provisions of Section 4.22 (5)

13. New Subsection to be inserted after Section 2.4 (24); Messrs. Ackerly and Ross and the General Counsel have pointed out that this will bring The Manual into conformity with the Code:

"25 the exercise of other powers conferred on corporations by the provisions of Title 13.1 of the Code of Virginia."

14. SECTION 3.2 STANDING COMMITTEES: The Committee wished to designate the Clinch Valley College Committee a standing committee of the Board, to be called the "Clinch Valley College Committee." The other change proposed in this Section, "External Affairs" rather than "External Relations," reflects an error in the designation of this committee.

"The standing committees of the Board of Visitors shall consist of the Finance Committee, Buildings and Grounds Committee, Student Affairs and Athletics Committee, Educational Policy Committee, Health Affairs Committee, External [delete: Relations] Affairs Committee, [delete: and] the Audit Committee and the Clinch Valley College Committee. The number to be appointed to each standing committee shall be determined by the Rector at the time of the appointment. However, no committee shall consist of fewer than three members."

15. SECTION 3.27 EXTERNAL [delete: RELATIONS] AFFAIRS COMMITTEE: This change simply reflects the change in nomenclature.

"The External [delete: Relations] Affairs Committee shall have responsibility in all matters pertaining to University development, alumni affairs, 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."

16. SECTION 3.28 CLINCH VALLEY COLLEGE COMMITTEE (new insertion): The Secretary was asked to locate the original charge to this committee with an eye toward using it as the descriptive language for this Section of The Manual.

"The Clinch Valley College Committee is charged with maintaining liaison between the Board of Visitors and the Chancellor of Clinch Valley College. The Committee will work to assist the Chancellor in carrying out his duties and to further the advancement of Clinch Valley College."

17. Page 15, first paragraph: The language change here reflects the present role of the Comptroller and the newer designation, "Chief Financial Officer."

"The Officers of the Board of Visitors shall consist of the Rector of the University of Virginia, the President of the University, [delete: the Comptroller] the Chief Financial Officer of the University, the General Counsel of the University, and the Secretary to the Board of Visitors."

18. SECTION 4.12 POWERS AND DUTIES: The Chair explained that his proposed changes in this Section reflect concerns expressed by a number of Board members.

"The Rector shall be the presiding officer of the Board of Visitors at all of its meetings and as such 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. [delete: Upon the request of the Board, he shall act as its spokesman or representative.] Without diminishing the right of individual Visitors to publicly express their personal views, the Rector, unless otherwise dete=ined by the Board or the Rector, shall act as spokesman for the Board of Visitors. He shall perform such additional duties as may be imposed on his office by statute or by the direction of the Board.

19. SECTION 4.21 ELECTION: The Chair explained that the proposed language will echo the language of the relevant statute.

"The President shall be elected by the Board of Visitors and [delete: shall serve at its pleasure] may be removed only by assent of two-thirds of the whole number of Visitors. He shall attend all meetings of the Board and shall have notice of and the privilege of attending all meetings of its committees."

20. SECTION 4.22(5): The proposed language is inserted at the suggestion of the General Counsel, who has pointed out that the existing language is "silent with respect to appointments of faculty to established chairs."

"5 he shall recommend to the Board of Visitors the election, and initial compensation, of salaried members of the faculty holding professorial rank or named chairs, promotions of faculty members to the ranks of associate professor, full professor, and professor emeritus, and the removal of faculty members for cause

21. SECTION 4.3 THE COMPTROLLER OF THE UNIVERSITY: This Section is superfluous if "Chief Financial Officer" is substituted for "Comptroller" throughout The Manual.

[delete: SECTION 4.3 THE COMPTROLLER OF THE UNIVERSITY. The Comptroller of the University shall be the Chief Financial Officer of the University.]

22. SECTION 4.31 ELECTION: For the same reasons stated for the deletion of the previous Section, this Section should be taken out.

[delete: SECTION 4.3 THE COMPTROLLER OF THE UNIVERSITY. On the nomination of the President, the Board shall elect a Comptroller of the University to serve at its pleasure.]

23. SECTION 4.32 POWERS AND DUTIES: This Section describes the powers and duties of the Comptroller; the wording would be changed only to reflect the election and role of the Chief Financial Officer.

"The Chief Financial Officer, who is elected by the Board of Visitors on the nomination of the President of the University, is an Officer of the Board. The Chief Financial Officer [delete: As the chief financial officer of the University, the Comptroller] shall have supervision of the financial affairs of all colleges, schools, and divisions of the University and shall advise the Board of Visitors and the President, under whose immediate direction he shall be, on all financial matters affecting the University. Subject to the direction of the Board and the President, he shall prescribe accounting procedures and practices for the disbursement of all funds, promulgate management policies and procedures for auxiliary services and operations, and institute budgetary policies and controls which will assure the faithful execution of the budgets. He shall see that no expenditures are made without proper authorization. In addition, he shall advise the Board of Visitors and its committees on all matters relating to the duties of his office. He shall perform such other duties as may be assigned to him by the Board or the President."

24. SECTION 4.4 SECRETARY TO THE BOARD OF VISITORS: The proposed change in the wording of this Section would give the Board, as represented by the Rector, equal footing in the nomination of its Secretary.

"At the first regular meeting after February 28, 1986, and every fourth year thereafter, upon nomination of the President and the Rector in concurrence, the Board of Visitors shall elect a Secretary to serve until February 28 of the fourth year thereafter and until his successor is elected.

"Any vacancy in the office shall be filled for the unexpired term in the same manner as election for the full term."

25. SECTION 4.42 POWERS AND DUTIES: The addition to this Section reflects the work done recently by the Chair and the Board in collecting and inventorying Board and Administration policies.

"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 which, 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 of Visitors, 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 of Visitors or persons designated by it, including the Rector, the President, or the [delete: Comptroller] Chief Financial Officer. In addition to the foregoing, he 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, or the President."

26. SECTION 4.6 GENERAL COUNSEL OF THE UNIVERSITY. SECTION 4.61 ELECTION: This proposed change simply brings The Manual into conformity with the statute.

"[delete: On nomination of the President, the Board shall elect) By statute, a General Counsel of the University shall be appointed by the Attorney General of the Commonwealth of Virginia. Thereafter, on Special Committee to - July 17, 1997 - 12. Revise the Manual nomination of the President, the Board of Visitors shall elect the General Counsel to serve at its pleasure.

27. SECTION 5.2 RETIREMENT: This change is proposed for consistency's sake.

"The President [delete: Comptroller], Chief Financial Officer, General Counsel and Secretary shall relinquish their positions as Officers of the Board of Visitors upon retirement or resignation from their administrative duties."

28. SECTION 5.3 COMMUNICATIONS TO THE BOARD: The concept embodied in these changes was discussed at the Board's Retreat in July.

"All communications of an official nature directed to the Board of Visitors shall be channeled through the office of the President. All communications of an official nature from the Board of Visitors shall be similarly channeled or copies thereof shall be furnished to the President."

29. SECTION 5.5 EXECUTION OF INSTRUMENTS: The changes in wording are in the interest of consistency.

"The Rector, the President, the [delete Comptroller] 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 which 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."

30. SECTION 5.6 ASSIGNMENT OF SECURITIES: As in the previous Section, the changes in wording are in the interest of consistency.

"The Rector, the President, the [delete: Comptroller]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."

31. SECTION 5.10 EFFECTIVE DATE: The current wording will have to be revised when the changes to The Manual have been approved.

"The provisions of this Manual shall go into effect on October 4, 1991. As of their effective date, these provisions shall supersede all prior actions of the Board which are inconsistent with them."

32. Miscellaneous: The list of Members in Appendix B must be brought up to date. Appendix C (Pertinent Legal Provisions Excerpted from the Code of Virginia) should be updated to incorporate changes since 1984-85 and to include the powers granted to corporations.

Mr. Birckhead suggested that wherever possible, "Board of Visitors" should be substituted for "Board."

Before adjourning at 3:20 p.m., the Committee approved the following Resolution:

"RESOLVED that the proposed changes to The Manual, subject to review by the General Counsel, be forwarded to the Executive Committee for review and subsequently to the full Board for approval."

The Committee also made a change to Section 2.1 CORPORATE NAME AND GOVERNING BODY: "The University is a public corporation which by statute bears the name of `The Rector and Visitors of the University of Virginia.' By statute also the governing body of the corporation, which exercises all the powers vested in The Rector and Visitors of the University of Virginia, is styled the "Board of Visitors," and shall hereafter be referred to as such or as "Board" in this Manual."