FLORIDA AMUNIVERSITY  Board of Trustees Governance Committee Meeting Wednesday, June 1, 2022 3:00 p.m. Band Rehearsal Hall  Committee Members:  Thomas Dortch, Chair  Michael Dubose, Kimberly Moore, Belvin Perry, Kenny Stone, Nicole Washington  AGENDA  I. II.  Call to Order Roll Call  Trustee Dortch  Ms. Linda Barge-Miles, Esq. Trustee Dortch  ACTIONITEM  III. Minutes  A. February 16, 2022 B. April 19,2022  DISCUSSION ITEMS  IV. Follow-ups re: Operating Procedures Workshop  Ms. Shira Thomas, Esq. Mrs. Danielle McBeth, Esq.  V. Legislative Budget Request VI. Adjournment    FIONDXAMMUNMIRIY  Board of Trustees ACTION ITEM June 1, 2022 Agenda Item: III  Governance Committee Minutes  Subject: Governance Committee Meeting Minutes  Rationale: Section 5.10 of the Board of Trustees Operating Procedures provides that detailed minutes should be kept for any Board or Committee meeting. Those minutes should include a record of votes cast and Recommendation: Approve the Board of Trustees meeting minutes for February 16, 2022 and April 19, 2022.  attendance.  Attachments: Yes, copies of the minutes are attached.    FLORIDA/ AMUNIVERSITY  Board ofTrustees Governance Committee Minutes Trustee Thomas Dortch, Chair February 16, 2022  The Governance Committee met on Wednesday, February 16, 2022. A quorum was established, with the following committee members in attendance: Thomas. Dortch, Michael Dubose, Kimberly Moore, Belvin The first action item was the approval of the December 1, 2021 committee meeting minutes. Trustee Dubose moved approval ofthe minutes. The motion was seconded by Trustee Perry and the motion was Trustee Dortch recognized Attorney Shira Thomas to have a preliminary discussion regarding revisions to the Board's Operating Procedures. Attorney Thomas shared that the General Counsel's Office and the Board Liaison have completed a review of the procedures. The outcome oft the review included proposed revisions to Articles 2 -8, 10, and the Governance Committee Charter. The rationale for the revisions includes alignment of language with actual BOT practices, streamlining processes and procedures, clarification ofsome procedures, as well ab benchmarking from otherinstitutions. This review was offered as aj prelude to the Governance Committee workshop. Trustee Dortch indicated that he wanted thel Board toi review the proposals for discussion during the workshop and then they will bring back final proposals Trustee Dubose suggested that the Board continue to require annual reviews, where the word periodically" was suggested. Trustee Dortch replied that the Committee will address those kinds of issues during the workshop. In response to Trustee Harper's question regarding attendance, Trustee Dortch confirmed that all trustees are invitedi to attend and participate in the workshop and that they should Trustee Dortch asked Attorney Danielle McBeth to provide the Government Relations update. She informed the Board that the Legislature was in week six of their nine-week session. She stated that the House and Senate are considering their budget proposals. She provided an update on the status of the  Perry, Kenny Stone, Nicole Washington, and Carrington Whigham.  carried unanimously.  to the June Board meeting.  submit their thoughts regarding any changes, before the workshop.  University's Legislative Budget Requests:  Operational enhancement for elevating and sustaining students' access will likely be considered There is $6.6 million included for the FAMU-FSU College of Engineering in the House version There is pending funding for campus-wide utility infrastructure, with $1million in the House version oft that bill. Both the House and Senate currently include the $1.5 million for the Peaden Senate Bill 1916/HB 1407 establishes a Hunger-Free Campus Grant Program to address food Attorney McBeth shared that FAMU Day at the Capitol is scheduled for February 24, 2022. She stated  during the conference process.  ofthe bill.  Education Center.  insecurity on public post-secondary campuses.  that there will be a Zoom link to allow participation for trustees who cannot attend.  1JPage    FLORIDA ASMUNIVERSITY  Board ofTrustees  She added that the University's FY 2022 programmatic requests are still pending on the federal level. In closing her report, shei introduced Mila' Thompson, the new assistant director of government relations. Trustee Dortch reviewed the timelines for the development of President Robinson's annual goals, completion of the President's annual evaluation, and completion of the Board's self-evaluation. Chair Lawson shared that the date for the Board's annual retreat was changed to provide additional time for the  Office of Assessment to prepare the reports that will be used during the retreat.  With there being no further business, the meeting adjourned.  2IPage    FLORIDA/ A9MUNIVERSITY  Board ofTrustees Governance Committee Minutes Trustee Thomas Dortch, Chair April 19,2022  The Governance Committee Workshop was held on Tuesday, April 19, 2022. Trustee Moore called the meeting to order. The following committee members were in attendance: Trustees Thomas Dortch, Michael Dubose, Kimberly Moore, Belvin Perry, and Nicole Washington. Trustees Kenny Stone and Carrington Whigham were absent. Trustees Kristin Harper and Otis Cliatt alsoj participated in the meeting. Trustee Moore shared that during the workshop trustees will discuss the Board of Trustees Operating Procedures (OP), and provide feedback and recommendations. Trustee Moore recognized vice president VP Wallace started the session with recommendations regarding audit and compliance offered by VP. Joe Maleszewski. He shared that the current procedures did not reflect the role oft the Compliance unit, SO the changes for Section 4.01 brought forward information that has already been reviewed and approved by the Board in the charter document for the Audit and Compliance Committee. He also stated that the function of enterprise risk management was added to the language in Section 4.22. The update also included a President Robinson: noted that through this process, the Committee should recognize thel Board'sauthority and reference the appropriate guidance from the Board of Governors and the Governor. Chair Lawson questioned the necessity to include 2.1 and 2.2 ini the OP, as this is not within the purview ofthe Board of Trustee's authority. He suggested that the Committee should look to the Board of Governors and the other State University System institutions for guidance and to determine if the same or similar language  and general counsel Denise Wallace, who guided the Committee through the OP.  delineation of annual committee activities.  isi included in their OPs.  Article 1  VP Maleszewski suggested the removal oft the last sentence because it was not necessary.  Article 2  Discussion:  2.1 -Does thist need to be included in the OP? 2.2-Does this need to bei included int the OP?  Follow-up: Additional. information needs to be providedi to the Committee regarding language from other SUS institutions and the Board of Governors. Do the OPs need to include general information included Trustee Cliatt suggested, and the Committee concurred, that the workshop should only review the  ini law and BOG regulations?  information that is bold, underlined, or struck-through.  1/Page    MIONDAAIMUNVIBIY  Board ofTrustees  2.3- No comments  2.4 - No additional changes. The Office of Communications provides guidance on usage of the  University seal, in accordance with the Board'spolicy.  Article: 3  3.2 SELECTION and VACANCIES DURING TERM, and REMOVAL- The Board shall select its Chair and Vice Chair from the appointed members ati its first regular meeting after. July in odd numbered years. The Chair shall serve for two (2) years and may be reselected for one (I) additional consecutive 2-year term. For each consecutive term beyond two terms, the Board Chair, after 7-day notice to the Board, may seek_reselection. fThe Chair must receive by an affirmative vote of no less than two-thirds (2/3) of the members of the Board to serve  bevond two terms.  3.2 Discussion  There was a question about allowing the Board chair to serve a third consecutive term and how that impacts succession. Also, a third term for the vice-chair should be addressed. The Committee was Ity was suggested that 3.2 needs to be re-written for consistency and reflect the following: Fort the first two terms, election is by a simple majority and after that, election is by a supermajority or two-thirds vote. The language should also include a limit that would be applicable to the chair and vice-chair. It appears that the language does not limit the re-selection to only ai third term, it could extend to more terms. It was pointed out that the Board has no control over when the Governor replaces a trustee that has termed-out  reminded that the election of officers is always at the will ofthe Board.  and if that person is chair, a disruption in Board operations could result. Follow-up: Check with the other SUS institutions regarding how this is handled.  Check the usage of the word "selection" versus "election." The Board elects its officers, sO is there a The seven-day notice to declare candidacy needs to be more explicit. Clarify seven days before what  purpose for using the word "select" instead? event or whether it is by a date certain.  Follow up: The Governance Committee needs to. set guidelines for election.  It was pointed out that there's a benefit to continuity within leadership and certainly within boards, but also there's a benefit to diversity and succession planning and leadership at multiple levels. It was reiterated that the Committee wants to understand the precedent and the language, particularly for  2/Page    MIONDXAMUVIRIY  Board of Trustees  elections, vacancies, and term limits from other SUS institutions. There should be provisions in the OP Aq question was raised regarding whether OP language about term limits can be morei restrictive than BOG regulations and statutes. One trustee opined that you can always be more restrictive than the letter; you can't be less restrictive. He then asked that the chair oft the Committee, along with the general counsel review the comments and the points that have been brought up and then let the committee know where it Follow up: Trustee Dortch indicated that he and the general counsel would. formally ask the Board of Governors' attorney to provide ai written opinion re: whether a Board of Trustees can have a provision in the OP that is more restrictive or less restrictive than what appears in the BOG's language. Itwas shared that the Board needs tol know who is seeking election, prior to the meeting. They also need tol know why the person is seeking the position. The Governance Committee should set the parameters and set the guidelines for elections in advance. That information should be sent to the Board before the Follow-up: The Committee needs to add language in the OP around when nominations are due. The Committee should also create a timeline and the Committee' 's roles and responsibilities regarding all Follow-up: Trustee Perry asked that the General Counsel review the University of Florida's Operating Procedures, as they. set out aj procedure. for the selection of their chair and vice-chair. Trustee Dortch Ar revision to 3.2 which addresses the 7-day notice, could/would apply to all sections of Article 3. It was suggested that the two-year clock should begin upon election to a position and filling a vacant position should not start the clock. There was also a question regarding how being selected to fill an unexpired term should count. Another suggestion was that "full-term" or "two elections" could be used rather than A question was raised regarding what procedure would be followed ift there was a vacancy in the chair or vicechair position. It was suggested that the election/selection procedure should be consistent, whether on-cycle or off-cycle. There was also a question regarding whether is it necessary to require the  regarding who oversees elections.  stands.  election. The guidelines should establish various responsibilities.  elections.  indicated. that it would be. sent to everyone.  "two terms."  recommendation oft the Governance Committee when a vacancy occurs.  3.3-No comments  3.4- VICE CHAIR - The duty of the Vice Chair shall be to act as Chair due to the vaeaney; temporary absence or disability of  the Chair.  3Page    IONDAAIMUNVIRIY  Board of Trustees  3.4 Discussion:  Ity was noted that the vice chair's roles and responsibilities need to be clear. The word "vacancy" should not be deleted. There also needs to be a timeframe for when a vacancy will be filled. i.e. within 60-90 days oft the notification. The Committee should consider adding that "ini the absence oft the chair, the vice It was suggested that the Committee consider having a lead director who would act as chair until an election. That person would be the senior person on the Board who would coordinate the activities ofthe Chair Lawson reiterated that the Committee needs to review the other SUS OPs, as the Board works Ity was also suggested that the Board needs to focus on the future leadership and must prepare people for Chair Dortch reminded the Committee that much oft the review could be done during theirr retreat. He also  chair will assume the chair's roles until the special election isl held."  rest oft the Board.  through the proposed changes.  those roles.  suggested that revisions to the OP can be addressed at any Board meeting.  3.5- No comments  3.5.1 - It was noted that this was onlyat title change.  3.5.2-1 No comments  Article 4  The Board shall establish standing and ad hoc/special committees, as it deems appropriate to discharge its responsibilities. Each committee shall consist of no less than three members. The Board Chair shall appoint members of committees and their chairs and vice chairs. Vacancies in the positions of committee chairs and committee vice- chair may be filled by appointment of the Chair at any time as necessary. Members of the committees shall hold office until the appointment of their successors. Unless specifically delegated or as otherwise provided in these Operating Procedures, the authority to act on all matters is reserved to the Board and the duty of each committee shall be to consider and to make recommendations to the Board upon matters referred to it. Each committee shall have a written statement of purpose and primary responsibilities or a charter as approved by the Board. The chairs of all committees shall perform their duties in  4/Page    FLORIDA/ AMUNIVERSITY  Board of Trustees  consultation with the University President (or designated  administrative liaison(s)).  4.1 EXECUTIVE COMMITTEE - The Executive Committee shall consist ofseven_(7) Trustees, which shall include the Board Chair and Vice Chair, the chairs of the Academic Affairs and Student Affairs Committee, Audit and Compliance Committee, Budget/Finance and Facilities Planing_Commites, Governance Committee, Student Affairs Cemmittee, Faeilities- Plamming-Commite: and Direct Support Organization (DSO)Committee. The Corporate Secretary shall be an ex-officio member without a vote and not counted as part ofa quorum for purpose of transacting business. Each Committee member  shall serve: for a term of two (2): years.  Discussion  Article 4 -It was suggested that committee leadership serves as a good opportunity to prepare trustees for positions as Board officers. It was explained that committee chairs serve for two years and when a new board chair is selected, they select new committee chairs. It is important that trustees are given the opportunity to learn all aspects of the policies and get experience regarding operations because that makes for a stronger board. Itwas suggested that thel Board needs tol look at its languager regarding special Follow-up: There needs to be clarity re. the meaning of the 2-year term service limit on the executive committee. Is it intended for committee chairs to serve only two years and then is there an automatic  committees and ensure that it is in sync with the Board's! practice.  rotation to someone different for each committee?  Ity was also pointed out that the executive committee has never been used.  Chair Lawson shared that committee composition is based on trustees' strengths and interests. Requests to be placed on different committees have also been recognized. He also shared that he doesn't use the executive committee because he wants everyone tol bei involved in decisions. Board members always! have the opportunity to weigh in on every committee meeting and every full board meeting. He shared that 4.1 is not relevant to thel board, ifit chooses to continue to operate as a committee oft the whole. Follow-p: The Committee requested that Attorney Wallace determine ifthe last. sentence in 4.1 implies ai term limit on committee chairs. What are the intention and the scope ofthat language? Attorney Wallace said that she would consult with Attorney Thomas and provide a response. Some questioned the need for the executive committee. There was also a question regarding how trustees are appointed as committee chairs? It was suggested that there should be a process regarding committee  service and that there should not be a limit on service as a committee chair.  5]Page    TIONDAAIMUNVERIY  Board of Trustees  4.2-No comments 4.2.1 -] No comments 4.2.2-N No comments 4.2.3-1 No comments 4.2.4-No comments  Trustee Dortch stated that he and General Counsel Wallace will get together and bring back answers to questions raised by the Committee. Trustee Dortch commended each member for their ideas, thoughts,  and comments, as they were valuable and well received. With there being no further business, the meeting adjourned.  6IPage