FLORIDA/ A&M UNIVERSITY Board of Trustees Governance Committee Meeting Wednesday, December 7, 2022 10:30a a.m.  Committee Members: Thomas Dortch, Chair  Michael Dubose, Kimberly Moore, Belvin Perry, Kenny Stone, Nicole Washington  AGENDA  I. Callt to Order II. Roll Call  Trustee Dortch Linda Barge-Miles  ACTIONITEMS  III. October! 5, 2022, Minutes  Trustee Dortch Chair Lawson Attorney Shira Thomas  IV. President Robinson's Employment Contract and Bonus V. Revisions to the Board of Trustees Operating Procedures  INFORMATIONI ITEMS  VI. Government Relations Update VI. Adjournment  Danielle McBeth    TIONDXAMMUNVERIY Board of Trustees ACTION ITEM Governance Committee Minutes December: 7,2022 Agenda Item: III  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 October 5, 2022.  attendance.  Attachments: Yes, copies oft the minutes are attached.    MONDXAMMUNVIBSIY Board ofTrustees Governance Committee Minutes Trustee Thomas Dortch, Chair October 5, 2022  The Governance Committee met on Wednesday, October 5, 2022. Trustee Moore called the meeting to order, and the following committee members were in attendance: Trustees Michael Dubose, Kimberly Moore, Kenny Stone, and] Nicole Washington. The Committee approved the June 1, 2022 and August 9, 2022 minutes, unanimously. The motion for approval was offered by Trustee Dubose and was secondedy" Trustee Stone. The next item on the agenda was the recommendation to approve oft the Board's evaluation of President Robinson. Trusteel Dubose moved to recommend: approval. His motion was seconded by Trustee Cavazos, and it was approved unanimously. The Committee reviewed President Robinson's proposed goals for 2022-2023: Goal One (1): Four-year Graduation Rate/Student. Retention: Increase the University' 's four-year graduation rate (PBF metric) to 38%; increase second-year retention rate to 90.0%. first-time licensure pass rates of: 4.1 Nursing: 85% 4.2 Law: 80% 4.3 Pharmacy: 90% 4.4 Physical Therapy: 88%  Goal Two (2): Improve Licensurel Pass Rate: Execute action plans that deliver  Goal' Three (3): Annual Giving: Increase annual giving to! $15M Goal Four (4): R&DI Expenditures: Increase total R&D expenditures to $45M Goal Five (5): Organizational Leadership:  5.1 Strategy Effectively implement the Year-One goals and priorities outlined ini the new Strategic Plan. Ongoing improvement int the attainment of" "Top 100" 5.2 Talent Acquisition, Development, Retention, Succession and Organizational Effectiveness 5.3 Create Culture of Accountability (performance matters)/Continue implementation oft the Customer Service Improvement Initiative  metrics.  1Page    FLORIDA AGMUNIVERSITY Board of1 Trustees  Goal Six (6): University Budget/Fiscal Management:  6.1 Financial Health- - Strengthen the University's financial health by achieving ore exceeding ai minimum debt coverage ratio N 1.0. 6.2 Strategic Resource Allocations - Continue to align resource allocations to adequately support the University's annual strategic priorities ina all areas including athletics.  Goal Seven (7): Internal/External Relations: Continue to expand relationship-building  with key stakeholders, including students, faculty, staff, Boards, alumni, elected officials (local, state, national), corporations, and the local  community.  The Committee approved President Robinson's goals with a unanimous vote. The Board also approved its self-evaluation. Trustee Dubose offered ai motion for approval. The motion was Trustee Moorei indicated that the Committee's annual action plan wasi included int the meeting  seconded by Trustee Lawson and passed unanimously. material and willl be updated, as necessary. With there being no further business, the meeting adjourned.  2/Page    FLORIDA ASMUNIVERSITY Board of Trustees ACTIONITEM Wednesday, December: 7,2 2022 Agenda Item: IV  Subject: Extension ofDr. Larry Robinson's! Employment Agreement through andi including Proposed Board Action: The Florida A&M University Board of Trustees and Dr. Larry Robinson agree to extend the employment of Dr. Larry Robinson as President of Florida A&M University through and including December 31, 2023, as set forth on the proposed Extension of Employment Agreement attached hereto. Ina accordance with President Robinson's employment agreement, Article! 5.3: President Robinson may be eligible to receive an annual performance bonus ofu upt totwenty percent (20) oft the annualbase salarytheni in effect, as provided for in subparagraph 4.0, contingent upon the availability of funds from the FAMU Foundation. The award ofa performance bonus is discretionary and shall bea awarded! based ont the Board's assessment, ini its sole and absolute discretion, of the President's performance as President during the fiscal year under review. The Board my award any amount of performance bonus from zero (0) to the maximum of twenty percent  December 31, 2023 andl bonus.  (20%). Attachments: No    V. Revisions to the BOT  Operating Procedures    GOVERNANCE OPERATING PROCEDURE REVISIONS: 2022  OPERATING PROCEDURES SECTION Artidel-STATEMENT OFF PURPOSE 2.10 Corporation/Corp. Name  BOARD COMMENT/INQUIRY  RISFONSRECOWMEMDATON  Subcommitteel Recommendations (August9, 2022)  VPI Maleszewski suggested ther removalo ofthe lasts sentence . Language alsoi includedi inoperating procedures of No changes were recommended.  as unnecessary. Does this need tobei includedi in the OP?  FAU, FIU, Florida Poly, UCF,UF. 11oft the 12SUSi institutions (FAMU, FAU, FGCU, FIU, FLPoly, NC, UCF,UF, UNF, USF,UWF) 125 SUS institutions (*FSU abbreviated! language) No additional action No additional action  Language also included in operating proceduresof Noc changes were recommended.  2.2 Composition/Tustes . Does this need tob bei includedi int the OP? 2.3P Powers and Duties No Comments 2.4 Corporate Seal Article 3- OFFICERS OF THE BOARD During Term, and Removal  Language alsoi included inc operating procedures of No changes were recommended.  Noc changes were recommended. Addressed by Committee previously.  No additional revisions.  Check the usage oft the word' "selection" versus' "election." The Board of Governors' Regulation 1.001(2)(b) Keep the term' "selection" rather than change  3.2Selection, Vacancies Thel Boarde electsi its officers, sois there apurposet for using uses the term "select."Ina addition, the term in to" "election", ast the Board of Governors uses  used in section: 1001.71(4), Florida Statutes, and thet term "selection", and thev words have the  the word "select" instead?  exclusivelyi ini five oft the other SUSi institutions' operating procedures. The other seven SUS institutions use both' "select" and' "elect." However, thet term' "select" cank be changed to "elect" ifitist the will oft the Board. Proposed Language- theE Board ofT Trustees from the members  same meaning.  Refer thisi issue tot thef full Governance supermajority is alsor required fora vice-chair's  The Board suggested that 3.2 needs to be re-written for consistency and reflect the following: For 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 a third  o The Chair and Vice-Chair shall bes selectedby Committee fori itto decide whethera appointed! byt the Governor or the Boardof third term. Thes subcommittee recommended Governors att thef firstr regular meeting ofthe that thel language should specifically say calendar yeart fora at two- -yeart termt tol begin whethera a supermajority isori is not required January1.1 The Chair and Vice-Chair may serve for thev vice chair's third term. for one additional consecutive two- -yeart term Term limits for the chair and vice chair is    GOVERNANCE OPERATING PROCEDURE REVISIONS 2022  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-d -out and ift that person ischair, a disruption in Board operations could result. The Board commented 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 remindedt thatt thee election ofofficersis always at the will ofthe Board. Follow-up: Check with the other. SUS institutions regarding how  byn majority vote, and fore each additional consecutive term beyond twot terms, mayl be reelected byat two-thirds vote.  subject tot the will oft theb body.  Seet the Chart on SUSE BOT Officer Selection. Note: Subcommittee is noti inf favor of term limits.  See above.  FIU andF FSU procedures, which state "Normally, tol be eligible fore election as Chair or Vice Chair, ar member oftheE Board shall have atl leastt two yearsr remaining on! his or her term of appointment, provided that this requirement mayl be waived byar majority vote oft the Board." FGCU- "Trustees shall continue toh hold office untilt their successorsh have! been appointed." o FGCU- "The Chairs shall servef fort two (2)y years andr may be re-elected tos servet three (3) additional consecutive two-year terms. Vacancies may! bet filled ata anyt time bya majority vote oft ther members oft the Board. The Chair and Vice- -Chair will continuet toh hold office until theirs successors! haveb been elected."  this is handled.  Alternatively:  The seven- -day notice to declare candidacy needs to be more explicit. Clarifys seven days before what event or whetheri itist bya a date certain.  Notice forp proposed candidacy- A1 trustee canb be created tob bef filed byt the June This requirement should bei included in the master calendar. (Note: The General Counsel willr research whetherat trustee is precluded  Board Liaison's original recommendation based mustr notice the Board that they plant to run on Board members comments. However, this can for chair during June BOTI meeting. Aform  bea addressed byt the Governance Committee's  A revision to 3.2 which addresses the 7-day notice, election procedures, should it bet the will ofthe meeting.  could/would apply to all sections of Article 3. It was Board. suggested that the two-year clock should begin upon election toa position and filling a vacant position should  2    GOVERNANCE OPERATING PROCEDURE REVISIONS 2022  from being nominatedi from thef floor the day oft the election since the. June BOTI meeting notice period ended.) Anu unexpired term does not count asafull term when selecting the chair. Clarify thata an "unexpired-term" isr note equivalent toa" "full term" and define both. Ifthe chair resigns, language should allow the vice-chair tot take ther role oft the chair untila an electioni is held. The Governance Committee shall oversee the election. The chair oft the Governance Committee cannot runt for chair or vice chair and conduct elections. They must resign as the committee chairi ifthey decide to run for office. Thel Faculty Senate President or the Student Government President may conduct the election.  not start the clock. There was also a question regarding how being selected to filla an unexpired term should count. Another suggestion wast that' "full-t term" or" "two elections" could be used rather than' "twot terms."  There should be provisions int the Operating Procedures oversees regarding who elections.  Proposed amendment designates the Governance Committee. (See3.2.2).  New Section: 3.2.2  Itwass shared that the Board needs to know whoi is seeking Board Liaison will propose a timeline in election, prior to the meeting and why the person is conjunction with Governance Committee Chair. sett the parameters and set the guidelines for elections in This can be addressed by the Governance advance. That information should be sent to the Board Committee'se election procedures, shoulditbe before the election. The guidelines should establish the will oft the Board.  seeking the position. The Governance Committee should  various responsibilities. election.  Followup: The Governance Committee needs toset guidelinesfor Follow-up: The Committee needs to add language in the Operating Procedures around when nominations are due. The Committee should also create a timeline and the Committee's roles and responsibilities regarding alle elections. The Board inquired about whether Operating Procedures  3    GOVERNANCE OPERATING PROCEDURE REVISIONS! 2022  language about term limits can be more restrictive than BOG regulations ands statutes. Onet trustee opinedt thaty you cana always ber more restrictive thant thel letter; you can'tbe less restrictive. He then asked that the chair of 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 its stands.  Ongoing  Follow-up: Trustee Perry asked that the General Counsel University of Florida's Operating Procedures have been review the UniversiyofFlorido's: Operating Procedures, ast they providedt to the Board. set out a procedure for the selection of their chair and vice- chair. Trustee Dortch indicated that it would be sent to  everyone.  The Board asked what procedure would bef followed if there Proposed Language- Int the absence ofb botht the Chair was a vacancy in the chair or vice-chair position. It was andt the Vice-Chair, the Corporate Secretarys shall suggested that the election/selection procedure should be determine whether ac quorumi is present and,i int that consistent, whether on-cycle or off-cycle. There was also a event, shall callf for thee election ofat temporary recommendation of the Governance Committee when a vote oft those Trustees present. Upon arrival ofthe  the presiding officer, whos shall be elected from the appointed membership of theE Board uponar majority Chair or Vice- Chair, thet temporary chair shall relinquisht thec chair after concluding the business then before the Board. No additional action the Vice Chair actsi in the absence or upont the disability of the chair. FIU- temporary periodo ofv vacancy before anew chair elected FSU- death, absence ori inability ofc chair toact. UCF- act when chairi is notp present  question regarding whether is it necessary to require  vacancy occurs. No comments Itwas noted that the vice need to be clear.  3.3Chair 3.4 Vice Chair  No changes were recommended. language is consistent with other SUS institutions.  chair's roles responsibilities Most SUS institutions' operating procedures state No changes werer recommended, ast this  and  The word "vacancy" should not be deleted. There also needs tol beat timeframe for when a vacancy will be filled. i.e. within 60-90 days oft the notification. The Committee should consider adding that "in the absence oft the chair, the vice chair will assume the chair's roles until the special It was suggested that the Committee consider having a  electioni is held."    GOVERNANCE OPERATING PROCEDURE REVISIONS: 2022  leado director who woulda act aschair untila ane election. That personv wouldb bet thes senior personont the! Boardv whov would coordinate thea activitiesofther rest oft the Board. No comments Title Change only No comments  3.5 Executive Officer/ Corporate Secretary 3.5.1 3.5.2 Artidle4-COMMITTES  No additional action No additional action No additional action  Delete current language. Replace with: Committee chairs serve att the pleasure oft the are within the purview oft the chair's authority  4.1Executive Committee Follow-up: There needs to bec clarityre: ther meaning oft the The term limits service ofe executive committee  2-year term service limit ont the executive committee. Isit intended for committee chairs tos serve only two years and thereby limiting then is there an automatic rotation tos someone different below. Follow-up: The Committee requested that Attorney Wallace determine ifthe lasts sentence in4.1 impliesaterm limit on committee chairs. What are thei intention and the scope oft that language?  the term ofc committee chairs. See chair. Term limits for thee executive committee  for each committee?  Itwass suggested that there should be process regarding Deleted thet two-yearl limit in4.2. committee service and that there should not bea limit on service asa committee chair. No comments  No additional action No additional action No additional action 5  4.2 Standing Committees 4.2.1 Academic and No comments Student Affairs 4.2.2 Audit and  No comments    OPERATING PROCEDURE REVISIONS 2022  Compliance 4.2.3 Budget/Finance & No comments Facilities Planning 4.2.4 Governance No comments 4.3Ad Committee Hoc/Special Committees  Noa additionala action No additional action  Itwass suggestedt thatt the Boardi needs tol looka ati its language Board Liaison willr report to the Board any overlap . Review the role ofs special committees, ast they  regardings specialc committees ande ensure thati itisi in sync on matters being addressed byas special  might encroach on the role ofa standing committee. The Committee: should consider ofa parliamentarian by the chair. Appointment The BOG's general counsels serves as the parliamentarian.  with the Board's practice.  committee which fall within the purview ofa  standing committee anda any ad hoc committees puttinga at timel limit ont the existence ofa that may be changed toas standing committee. specialc committee.  5.81 Rules of procedure    FLORIDA UNIVERSITY  AGRICULTURAL AND MECHANICAL  BOARD OF TRUSTEES  OPERATING PROCEDURES Amendment) Notes September sareprovidedas. 24, 2001 AppendxC    FLORIDA AGRICULTURAL, ANDI NECHANICALINIVERSITY BOARDOF TRUSTEES TABLE OF CONTENTS OF PURPOSE..  ARTICLE1: ARTICLE2: THEBOARD Corporation/Comporate Name.. Composition/Tnustes. Powers andI Duties.. Corporate Seal. ARTICLE 3: OFFICERS OF1 THE BOARD Officers. Selection andF Removal. Chair.. Vice Chair. Executive Officer/Corporate Secretary. ARTICLE*-COMMITTEES 4.1 Executive Committee. Standing Committees.. Special Committees ARTICLES: MEETINGS 5.1 Regular Mectings Special Meetings Emergency Meetings Notice ofl Meetings. Quorum. 5.6 Voting Procedures.. 5.7 Meeting by Telephone or Other Communications Media' Technology 5.8 Rules ofl 5.9 Agenda. 5.10 Minutes 5.11 Closed Sessions at Public Meetings..  Commented [MOU1):    5.12 Closed Sessions and Public Records. CODEOFE ETHICS 6.1 Conflicts ofI Interest. ARTICLE7: AMENDMENTS TOTHE OPERATINGI PROCEDURES 7.1 Vote, Notice and! Filing Requirements.. 7.2 Writtenl Notice by Corporate Secretary. ARTICLE8: APPEARANCES BEFORE THE BOARD 8.1 Appearançes Before the Board; Written Public Comments; Timel Limited. Enforcement of ARTICLE9: INDEMNIFICATION Performance ofOfficiall Duties.. Insurance Coverage.. ARTICLE 10: GENERAL 10.1 Collective Authority and Action 10.2 Fiscal Year 10.3 Board Records 10.4 Regulation Development, Rulemaking and Policy. 10.5 ChiefLegalOfficer. 10.6 Guidelines for Annual Evaluation ofthe President'sl Performance. APPENDICES  Audita and Compliance Committee Charter. Governance Committee Charter. Amendment Notes    ARTICLE1: STATEMENT OF PURPOSE The Florida Agricultural and Mechanical University Board of Trustees (hereinafter referred toast the "Board")is vested with all powers andt the authority to govern ands set policy for "Thel Florida Agricultural andN Mechanical University," as necessary toprovide proper governance in accordance witht the Constitution andl laws of the state of Florida andy with rules, regulations, andp policies ofthe Floridal Board ofGovernors, now existing or hereinafter established. In order top promote thee effective discharge ofi its obligations and achieve its stated objectives, the Board hereby adopts these Board Operating  Procedures. ARTICLE2: THE BOARD  2.1 CORFORATIONCORIORATE NAME The Board is a public body entitled" "Thel Florida Agricultural and Mechanical University Board of Trustees" with allt thep powers ofal body corporate under thel laws ofthe Stateof Florida. The Board isa corporation primarily acting as an instrumentality or agency of the State, pursuant to Section 768.28, Florida Statutes, for the purposes ofsovereign immunity. 2.2 COMPOSITONTRUSTES. The Board shall be comprised of thirteen_(13) members, six (6) of whom shall be appointed by the Governor and five (5)of whoms shallbe appointed by thel Florida Board, ofGovernors. The Presidentofthe Student Government. Association and the University Faculty Senate President shall serve as trustees duringt theirt termsofo office. Thea appointed membersofthe Boards shall be confirmed ibyt the Florida Senate. 2.2.1 Trustees shalls servef fors staggered 5-year terms andr may be reappointedf for additional terms.: 2.2.2 The Governor or Florida Board of Governors may removea Trustee for cause. Failure ofa Trustee to attend three(3) consecutive regular Board Meetings in any fiscal year may also be grounds for removal by the Govemor or Floridal BoardofGovemors: as appropriate. 2.2.3 The Governor or Floridal Board of Governors shall fillE Board vacancies by appointment, as appropriate. 2.2.4 Trustees shall serve without compensation but may be reimbursed for travel and per diem expenses in accordance with Section 112.061, Florida Statutes. 2.3 POWERS ANDI DUTIES- The Board shalls serveast the governing! body of"The Florida Agricultural and Mechanical University." Itshalls select the President of "The Florida Agricultural and Mechanical University" 'to serve at the pleasure of the Board ands shall hold the President responsible for the University's operation and management, performance, its fiscal accountability, andi its compliance with    federal ands statel laws and* Fules and regulations ofthel Board ofGovernors. The Board shall have the power to carry out alll lawful functions permitted by these operating procedures, by regulation and policies of the Board of Governors, and by the Constitution and laws of the State of Florida, as now or hereafter The Board may adopt rules, regulations, and policies consistent with the University's mission, with law andy with the rules and regulations ofthe Board of Governorst tof fulfill litso obligations under thel law. SEAL: The Corporate Seal shall be used only in connection with the transaction of business of the Board and of the University. The Corporate Secretary may affixt the seal on any document signed on behalf ofthe Board. Permission may! bes granted by the Corporate Secretary fort the useof the seal in the decoration of any University building or in other special  established.  circumstances. ARTICLE3: OFFICERSOF THEI BOARD 3.1 OFFICERS- The Corporate Officers ofthe! Boarda are the Chair, Vice Chair, and Executive Officer/Corporate Secretary. 3.2 SELECTION OF and VACANCIES DURING TERM.A AND REMOVAL Thel Board shall selecti itsChair andV ViceChair fromt the appointed membersatit its first regular meeting after July inoddr numbered years upon recommendationof Governance Committee. The_Chair shalls serve for two (2) years and may be reselected for one (1) additional consecutive 2-year term. For each consecutive term beyond two2) full terms, the Board may reselect the Chair by an affirmative vote ofno. less than two-thirds (2/3). ofthe members ofthel Board. Atrustee must declare his/her candidacy for Chairo or ViceChair duringt theJ June Board meeting in ane election year, 3.3-13.2.1 The Chair and Vice Chair may be removed after reasonable notice by an affirmative vote of no less than two-thirds (2/3) of ther members of the 3.3.23.2.2 The Governance Committee shall oversee the officer selection process. Ifthe Chair ofthe Governance Committee declares candidacy for chair or vice chair. he/she must temporarily relinquish the Governance Committee Chair. and thes selection process shall be chaired by the Faculty Senate President or Student Government President. 3.3.33.2.3 Officer Vacancies- Avacancy of the Chair or Vice Chair position, priort to the expiration ofthe two-vear term of thei incumbent. shall  Commente  Board.  2    be deemed to occur upon the death. resignation, or removal of the incumbent. Resignation occurs upon the incumbent's acknowledpmentin writing that he/she intends nott to perform, or will be unable to perform, the material duties oft the position. The Corporate Secretary or designee shall notify the Board upon the occurrence ofav vacancy. A vacancy oft theChair orViceChair: shall bef filled atanyt time byamajority vote ofthe Board upon recommendation to the Governance Committee. The Trustee fillinga vacancy in the unexpired term of Chair or Vice Chair shall serve fort the remainder oft the term for which he/she filled. and selection or reselection shall take place atthel Board meeting designatedin Article3 3.2. Assumptionto an unfinished term created bya permanent vacancy shall not preclude that officer from being eligible to be selected and re-selected as provided in Section 3.2. A full term is defined as fwo (2) years of service, and an unexpired term is defined asa period ofless than two (2)vears ofservice. 3.43.3 CHAIR The duties oft the Chair shalli include presiding at all meetings of the Board, calling special meetings of the Board, attesting to actions ofthe Board, appointing memberst to standing or other committees, accepting service ofprocess inalls suits filed against the Board, ands servinga as thes spokesperson forthel Board. TheChair shall appoint at least oner representative to the Board of] Directors and the Executive Committee of each] Direct Support Organization (DSO). The Chair shall perform such duties in consultation with the University President. The Chair shall provide written notice to the Governor or Board of Governors, as applicable, when a Trustee has three (3) consecutive unexcused absences from aregular Board Meeting inany fiscaly year. 3.53.4 VICE CHAIR The duty oft the Vice Chair shal! beto act as Chair dueto the vacancy, temporary absence, or disability of the Chair. In the case ofa vacancy.thel Vice Chair shalls serve until Chairisselected. President shall serve as Executive Officer and Corporate Secretary of the Board. TheCorporate Secretary shall be responsible forp providing notice ofall meetings of the Board and its Committees; setting the agenda and compiling pertinent documents for meetings of the Board, in consultation with the Board Chair; recording and maintaining the minutes of any Board or Committee meeting, including a record of all votes cast in accordance with Section 286.011(2) and 1001.71, Florida Statutes; executing or attesting to all documents which have been approved by the Board and/or executed by the Chair, file and preserve all minutes, regulations. resolutions Fules, orders, papers, and documents pertaining to the business and proceedings ofthe Board; be thec custodian oft the corporates seal; be the Board's records custodian; andi ini the absence ofthe Board Chair, accepts service ofp process ina alls suitsf filed againstt thel Board. The Corporate Secretary may designate ani individualtos servea as Assistant Corporate Secretary to  3.63.5 EXECUTIVE  SECRETARY - the University  the Board.    3.5.1 The University President's specific powers and duties are enumerated in Beard University Regulation 1.02112, asnow ork hereafter amended. 3.5.2 As Executive Officer, the President shall serve as the principal liaison officer ando official contact between the Board andt the faculty, staff, students, and DSOs oft the University. The University) President shall ber responsible for the operation and administration of the University, including efficient and effective budget and program administration, leading the Universityto accomplish its education missions and goals, monitoring educational and financial performance, consulting with the Board ina timely manner on matters appropriate to its policy-making and fiduciary functions, and servingas the University's key spokesperson. The President shall have the authorityt toexecute alld documents on behalfofthe University andt the Board consistent with law. the governance standards. and the best interests ofthe  University.  ARTICLE4: COMMITTEES  The Board shall establish standing and ad hoc/special committees, as it deems appropriate to discharge its responsibilities. Each committee shall consist ofno less than three members. The Board Chair shall appoint members of committees andt their chairs and vice chairs. who serve atthe pleasure of thel Board Chair. The Board Chairn may appoint Trusteest to fill vacancies of committee chairs and/or vice chairs atany time as maybe necessary, Members ofthe committees shall hold office untilt the appointment of theirs successors by thel Board Chair. Unless specifically delegated or as otherwise provided in these Operating Procedures, the authority to act on all mattersi is to the Board and the duty of each committee shall be.to consider andto make recommendations to the Board upon matters referred toit. Each committee shall havea written statement of purpose andj primary responsibilities pracharter as'approved by the Board. The chairs of all committees shall perform their duties in consultation with the University President (or designated administrativel liaison(s)). AIIT Trustees whoa arer not members ofa particular committee arei invited to attend that committee meeting and may comment. butn noty vote.on matters before the committee. 4.1 EXECUTIVE COMMITTEE The Executive Committee shall consist of seven (7)Trustees, which shall include the Board Chair andVice Chair, the chairs of the Academic Affairs and Student Affairs Committee, Audit and Compliance Committee, Budget/Finance and Facilities Planning Committee, Governance Committee, Student Affairs Committee, Faeilities Planning Committee and Direct Support Organization (DSO)C Committee. The Corporate Secretary shallbe ane ex-officio member without votes andr not counted as part ofac quorum for the purpose of transacting business. Eaeh Commiffee- member shall serve fora  term- eftwe-f)-years:    4.1.1 Thel Executive Committee shall meet upon the call ofthel Board Chairt to conduct committee business as the Board Chair and Corporate Secretary mayd determine. Minutes shall betaken ofthen meeting. 4.1.2 The Executive Committee has the authority oft the Board to act between regular Board meetings on matters that are eitherr ministerial or thatr must be decided beforet the next Board meeting. The actions of the Executive Committee shall bereportedt tot thel Board atitsn next regular Boardi meeting ands shall be confirmed anda approved! by the Board, ifrequired. .2 STANDING COMMITTEES. The following Committees shall be standing committees of the Board until dissolved by the Board. Members of each standing committee shall be appointed by the Board Chair to serve until the appointment of their successors byfhe Board Chair.fer a-term- of Ewe-(2) years. Unless specifically delegated and except as otherwise provided in these Operating Procedures, the authority toacto on allr matters is reserved tothe Board, and the duty of each standing committee shall only be to consider and make recommendations to the Board upon matters referred to it_Statement of committee purpose and primary responsibilities: 4.2.1 Academic and Student Affairs Committee- The Academic ands Student Affairs Committee shall be responsible for the oversight of educational policies and programs, and policies relating to student affairs, including athletics. The_committee shall review and consider policies relating to new and existing degree programs, instruction, research, and continuing education, conditions affecting recruitment and retention of faculty members, including tenure," academic freedom and academic responsibility, codes of conduct and appropriate penalties for violations of University regulations pertaining to academic dishonesty, student admissions, student conduct, studentl life, extracurricular: activities, student health, career resources, and student financial affairs. Thecommittee shall make recommendations to the Board on these and other matters referred to it by the Board. The committee shall make reports to the 4.2.2 Audit and Compliance Committee- The.primary function ofthe Audit and Compliance Committee is_to assist the Board in dischargingits pversight responsibilities for the financial reporting process. the system of internal control. the audit process. and the University's process for monitoring compliance with laws. regulations. and ethical obligations Audit ande Complianee Committee she! be respensible for reviewing and reeommendingt to the Beard polieies- affeeting internal eentrels, aeeountability, and audit. The Audit and Compliance Committee shall have access to internal and external auditors to assess  Board.    their performance, thes scope ofa audit and compliance activities andt the adequacy of the system of internal accounting controls to ensure compliance with state and federal laws, regulations, and requirements. The Chief Audit Executive and the Chief Compliance and Ethics Officer Internal auditors shall report to the Presidenti for administrative support and shall report tot the Board ast tot the process ando content oftheir audit and compliance internal-audit reports. respectively. The committee shall make reports to the Board. The committee's responsibilities shall include, butnotb bel limitedt to: Oversight of the University's Enterprise Risk Management (ERM) program designed to ensure that risks_are appropriately identified, assessed, managed, and considered ini institutional decision making: ii. Oversight of the University's internal control structure, to review the effectiveness and reliability of its business, financial andi information system controls: iii. Oversight of the quality and integrity of the University's financial reporting processes to ensure the balance, transparency, and integrity of published financial information; iv. Oversight of the implementation of the University's compliance and ethics program; Review of the internal audit function and overall audit process: vi. Review oft the external audits performed by the State Office ofAuditor General and otheri independent: auditors: vii. Review anda approvalofthe: annual audit plan: vili. Review and approval of the annual compliance program plan; ix. Review ofthel Division ofAudit and Office ofCompliance: and Ethics annual reports: Review of the University's process for monitoring compliance with laws.regulations: and policies. xi. Review appropriate compliance and ethics guidelines and procedures: xii. Ensure that the University maintains clear channelsof communication through policy. processes. and the University's Compliance and] Ethics Hotline: xiii, Receive periodic reports regarding investigations of compliance ande ethics violations: xiv-Reviewing! internal Laudits-e ofthe Uaiversity: xV. Review significant cases ofemployee misconduct: xvi. xvii. Reviewing-external audits performed by the State Office of Auditor General and other independent auditors,    together with the University's responses and corrective xvil. Adviseing the Board on all aspects of internal and external audit andt the adequacy of accounting procedures, systems, controls, and financial reporting in accordance with lawsa andr regulations ofthes state; xix. Reviewing compliance reports. ef-the University ofa!l laws-and regulations- pertaining to compliance risks, including matters such as research, environment, eeeupational health ands safety, and the Code ofConduct fisealaffairs, including thes system ofreporting established bythe University; and *VI-xx. Recommending changes to the Audit and Compliance Charter. 4.2.3 Budget/Finance and Facilities Planning Committee The Budget/Finance: andF Facilities Planning Committees shallb ber responsible for oversight of allp policies relating to the financial affairs oft the University, and overseeing the University's physical assets (e.g. land, buildings, and equipment). The committee shall review and consider the annual budget and requests for appropriation of funds for the University as prepared by the President, policies relating to the external financing of projects, andt the schedule of tuition, fees, and other student charges, and make recommendations to the Board on these and other matters referred to the committee_by the Board. This committee also shall monitor the University's financial operations, debt level, and investment performance, ifany. The committee shallr make reportstothe Board. The committee's responsibilities shall also include, but not be Reviewing proposed additions ofa anda accepting newf facilities, andr reviewing proposed additions andr renovations of existing facilities, after having evaluated appropriate utilization of existing available space andt taking into consideration master plans, infrastructure, traffic, parking, appropriate land use and the effect upon overall University operations, both toi include facilities of direet suppert erganizations (DSOs, and other affiliated corporations oft thel University; ii. Reviewing annually the Capital Improvement! Program listf for funding by thel Legislature, including the PECO list, andt the Capital Improvement) Program for allother projects; ii. Recommending: appropriate action withr regardt toreal property acquisition, sale, orl lease; iv. Recommendingi ther namingo offacilities; Reviewing and approvingt theCampus Master Plan;a and vi. Reviewing anda approving debtf financing forp property.  actions;  limitedto:    4.2.4 limitedto:  Committee The Governance Committeei is responsible for reviewing and making recommendations to the Board on various Board functions. The Committee's responsibilitics shall include, but not be i. Approving-a annually ineven numbered years review the charters for standing! Board committees; ii. Reviewing periodically Board Operating Procedures; ii. Initiating Board training whens appropriate; iv. Overseeing thep performance evaluation processesof the Board of Trustees Evaluating the Beard's perfermanee; and the President: Evaluatingt the President's performanees Periodically reviewingl Board governance; Overseeing University collective! bargaining agreements; Recommending Board regulations pertaining to the employees of the University and overseeing public and governmental relations; and ix. Providing oversight concerning these matters andr making reportst tot the Boarda as appropriate. 4.2.5 Strategie Planning and Performance Measures Committee The Strategic Planning and Performance Measures Committee is responsible for making recommendations to the Board regarding strategic planning, performance metrics, measures, and performance-based. funding initiatives. The Committee's responsibilities shall include, but not be Reviewing the University's strategic plan, and making proposedr revisions when appropriate; ii. Making recommendations to the Board regarding the implementation oft thes strategic plan; iii. Assessing the progress made in achieving strategic goals ando objectives; iv. Reviewing the Board of Governors ten perforance-based funding metrics, including the University-specific metric chosen by the Board of Governors and the University- specific metric chosenb by the Board; Assessing the University's S performance funding initiatives andn metric scorest to ensure thatt the University is-strivingto excel andi improve onk key metrics; and Making additional recommendations and reports to the Board, as appropriate.  limitedto:  4.3 AD_HOCSPECIAL COMMITTEES The Board Chair may establish such Special Committees as deemed necessary for the orderly conduct of Board business. Special Committees shall! havep powers. duties andaperiodofs serviceas    the Chair may determine; however, no Special Committee shall be createdt to act upont matters withint the purview ofastanding committee. ARTICLE: 5: MEETINGS  Alln meetings ofthe Board andi its committees shall be open to the public and all official acts oft thel Board or its committees shall be taken at public meetings, unless otherwise provided by law. No resolution, regulation, or other formal action shall be considered binding except as taken or made in accordance with Section 286.011, Florida Statutes. The Board attorney or designee shall be present at all Board and çommittee meetings, as appropriately noticed. Thep provisions of Section 24, ArticleIof the Florida Constitution and Chapter 286, Florida Statutes, shall govern Board and 5.1 REGULARI MEETINGS- Regular meetings oft the Boards shall convene at least four(4)t times each year, orasr needed, atadate,t time, andp place designatedbyt the Board. Atthe discretion ofthe Board Chair meetings may bel held virtually orbyo other communication technology allowing participants tobel heard and thep public tohear all participants. Thes schedule of meetings is available on 5.2 SPECIAL MEETINGS Special meetings oft thel Board, including hearings and workshops, shall bel held at the call of the Board Chair or upon the request of seven (7): Trustees members-efthe Beard. The Board Chair shall designate the date, time, and place of such meetings. The Corporate Secretary shall send. Commented [TSR4): written notice of suchs special meetings to all Trustees, along, with as statement of thep purpose ofther meetings. Nom matter may bec considered atanys specialr meeting thaty was not includedi int thec call ofthes specialr meeting, exceptbya an affirmative voteofar majority ofthel Trustees atther meeting: 5.3 EMERGENCY MEETINGS - Emergency meetings of the Board or its Committees shallb be called by the Board Chair or upon the request of seven (7) Trustees members ofthe Board, upon such notice as is reasonable under the circumstances, whenever, int the opiniono ofthe Board Chair orupon the request of seven (7) Trustees members ofthe-Beard, an issue requires immediate Board action. The Corporate Secretary shall notify the Board in writing upont thef first and subsequent requests by Trustees for an emergency meeting. The Board Chair shall notify the Corporate Secretary of such emergency meetings. The Corporate Secretary shall immediately serve verbal or written notice upon each Trustee, statingt the date, time, and place ofther meeting andt the purposef forv which then meeting has been called. No other business willl bet transacted att the meeting unless additional emergency matters are agreedt toby amajority ofthe Trusteesi in attendance. Ther minutes of eache emergency meeting willr reflect the manner and methodby which notice ofsuch emergency meeting wasp providedt toe each Trustee and will statet the actions taken andt thes specific facts andr reasons for calling the  committee meetings.  the Board website.  emergency meeting.    5.4 NOTICE OF MEETINGS Notice of meetings of the Board shall be given by posting anotice ofthet time, place, date, andg general purpose ofther meeting on the University's Board's website not lesst than seven (7) days priort tot the meeting. Ther media may also be notified through press release issuedb by thel University whenever an emergency meeting is scheduled. 5.5 QUORUM- A quorum for thet transaction of business shall consist of seven (7) Trustees. Aquorum having! been established, no business shall be transacted without a majority vote ofall Trustees present. except as otherwise provided inthese Operating! Procedures. A quorum for all standing ands special committees shall consist ofa majority of thec committee, except thati inno cases shall the number be fewer than.t two (2). A quorum having been established. no business shall be transacted withouta majority voteofa all committee members present. 5.6 VOTINGI PROCEDURE- No business willb bet transactedy without an affirmative voteo ofthe Board, andar majority vote of all the members ofthe Boardisr required for establishing policy, for making rules and. regulations, for appointing and removing the President, andf for approvingort terminating programs. Each Trustee shall have one (I) vote. A vote shall be recorded or counted for each Trustee present, except when, with respect to such Trustee, therei is or appears tobe,a possible conflict of interest under Sections 112.311, 112.313, and 112.3143, Florida Statutes. In such cases, the Trustee shall comply with disclosure requirementsi in Section 112.3143, Florida Statutes. 5.6.1 Proxies The use of proxies for purposes of determining quorum, for voting, or for any other purposeis prohibited. 5.6.2 Mail- Votingby maili isprohibited. BY TELEPHONE OR OTHER COMMUNICATIONS) MEDIA TECHNOLOGY. With proper public notice, the Board or its Committees may participate in mectings by telephone conference call and other communications media technology, whereby all Trustees participating int ther meeting can heare each other at the same time, to conduct business in the same manner as ifthe 5.7.1 The notice of any meeting, which is to be conducted by means of communications media technology, will statev where and! how members of thep public may gaina access tot ther meeting. 5.8 RULES OF PROCEDURE - Meetings shall be conducted according to parliamentary rules in the latest edition of Robert's Rules of Order, unless otherwise modified by: the Board and provided for within these eOperating pProcedures. The BoardChair shall appointaP Parliamentarian, The Beard-is  5.7  proceeding were! heldi inj person.  10    Fequired- to make-a-metion OF fermallyammoumee- thatt the meeting time will beextendedatthet timet ther meetingissehedele: to adjourn. AGENDA The agenda for each meeting oft the Board shall bey prepared by the Corporate Secretary, in consultation witht the Board Chair. The agenda shall be preparedi ins sufficient time priort tother meeting to ensure thata acopy ofthez agenda will be provided to the Trustees at least fourteen (14)d days in advance of the regular meeting and as soon as practicable for special and emergency meetings. Supporting documentation: shall be preparedi ins sufficient time priorto the meeting to ensure thata a copy of such documents will be provided to the Trustees at least seven (7) days prior to the meeting. The Corporate Secretary shall mail or email supplemental or revised agendat to thel Trustees prior to the meeting,i ifadditionali items or supporting documentation! become available. 5.9.1 Addendum to Agenda. Any. Trustee may, at any regular meeting, propose an addendum tot the agenda. The Board. may, bya amajority, vote toconsider andt tot takef finala action ont the addendumt tothea agenda. 5.9.2 Consent Agenda and Action Items. A At regular meetings of the Board, the Board shall vote on matters appearing on the Consent Agenda ini its entirety, unless an individual Trustee requests thata separate vote be taken onar particular item. A separate votes shallbe taken on each item appearinga asan Action] Item on theA Agenda. 5.10 MINUTES The Corporate Secretary shall) be responsible for recording the detailed minutes of any Board or Committee meeting, including record of all votes casta anda attendance ofe each Trustec, andp promptly transmitting acopyoft the minutes to each Trustee or Committee member and to other parties deemed appropriate. Such detailed minutes shall be posted to the University's Board of Trustees' websiter nol latert thant two (2) weeksa aftert theE Board Meeting. 5.10.1 Ac court reporter shall be present ate each Regular Meeting ofthe Board. A permanent record of each Regular Mecting of the Board shall be 5.11 CLOSED SESSIONS AT PUBLIC MEETINGS The Board may conduct closed when itmeets to consider or discuss pending litigation with the Board attorney, pursuant to Section 286.011(8), Florida Statutes, as now or hereafter amended; collective bargaining matters pursuant to Section 447.605, Florida Statutes, ast now or hereafter amended; mattersr related tot the evaluation of aclaim filed with or offers of compromise of claims filedy witht the University's risk management program, pursuant to Section 768.28, Floridas Statutes, ast nowo or hereafter amended; to hear challenges to the content of student records and reports: and to discuss security of data and information technology and systems pursuant to Section 1004.055/2). Florida Statutes: as now or  maintained.  hereafter amended.    5.12 CLOSED SESSIONS AND PUBLIC RECORDS The minutes of attorney- client sessions and risk management meetings shall be exempt from public disclosure until termination oft the litigation and settlement ofall claims arising out of the same incident. All work products developed by the Board and the University in preparation for and during collective bargaining negotiations shall  bee exempt fromo disclosure. ARTICLE 6: CODE OF ETHICS  6.1 CONFLICT OF INTEREST- Trustees standi in fiduciary relationship to the University. Therefore, Trustees shall act in good faith, with duer regard to the interest ofthe University, ands shall comply witht the fiduciary principles and laws set forth in the Code of Ethics for Public Officers and Employees, Sections 112.311-112.326, Florida Statutes, and Board University Regulation 1.019. Such principles and laws include, but are not limited to, matters addressing contracts and transactions with the University; voting conflicts; disclosure and disclosure forms; solicitation and acceptance of gifts, favors, or compensation; misuse of public position or confidential information; employment of relatives; ande exemptions. Each Trustee shall annually complete and sign adisclosure ARTICLE7: AMENDMENTS TO1 THE OPERATINGI PROCEDURES 7.1 VOTING, NOTICE AND FILING REQUIREMENTS., The Board shall review its Operating) Procedures ineven numbered vears annually. TheE Board's Operating Procedures may be amended or repealed at any regular meeting oft the Board by an affirmative vote of no less than two-thirds (2/3) of the Trustees, providedt thaty written notice anda copy ofany proposed amendment or repeal are filed witht the Corporate Secretary oft the Board and mailed or emailed to each Trustee at tleasts seven (7)d daysi in advance ofther meeting at whicht thes amendment WRITTEN NOTICE BY CORPORATE SECRETARY. It shall be the responsibility of the Corporate Secretary to mail or email written notice anda copy ofther proposed amendment or repeal toe each Trustee atl leasts seven (7)days inadvance ofther meetinga at whichi the amendment or repeali listobe voted upon. 7.3 SUSPENSION OF OPERATING PROCEDURES Any provision of these Operating Procedures may be suspended in connection with the consideration ofan matter before the Board byan affirmative vote ofnot less than two-thirds (2/3)ofthe Trustees thens serving.  form.  orrepeali istobey voted upon.  12    ARTICLE8: APPEARANCES BEFORE THE BOARD 8.1 APPEARANCES BEFORE THE BOARD; WRITTEN COMMUNICATIONS Individuals or group. representatives who desire to appear before the Board to addressa subject withint thel Board'sj jurisdiction shall fileay written request with the Corporate Secretary atl least ten (10) days prior to the consideration of the matter by the Board. The Corporate Secretary, in consultation with the Board Chair, will determine whether thei item will be! heard and when the item will be heard. When addressing agenda matters, members of thep public shall confine their commentst to thes subject of the agenda matter. The Board Chair shall have the authority to limit immaterial, unnecessary, or redundant presentations or requests. Nothing in this section prohibits a person from filing written communications tot thel Board in regard to matters then under consideration.. However, unsigned communications shallr not bei introduced tot the Board. Thel Board Chair may place timel limits on any presentation or decline to heara anyr matter determinedbyi ittobeout ofitsj jurisdiction. The Board Chair may recognize any individual or representatives of groups to address thel Board. 8.2 PUBLIC COMMENTS; TIME LIMITED- Individuals, organizations, groups or factions who desiret to appear before the Board to be heard ona proposition pending before the Board shall complete public comment form specifying the matter on which they wisht tobel heard. Public commenti forms willbea availablea at each meeting and must be submitted prior to the plenary meeting of the Board. Forr meetings heldt telephonically, public comment forms can be obtained from the Corporate Secretary and must be submitted prior to the date of the mecting. Organizations, groups, or factions wishing to address the Board ona proposition shall designate a representative to speak on its behalf to ensure the orderly presentation ofi information tot the Board. The Board. will reserve maximum of fifteen (15) minutes during the plenary meeting of the Board tot take public comment unlesst the Board Chair ora amajority ofthe Boardg grants additionalt time. Fach person: recognized fort the purpose of public comments by the Board Chair shalli limith thisorl hero commentst to agendan matters currently before thel Board. The person shall step forward to the podium and shall give his or her name inan audible tone: for the record. Persons andr representatives of organizations, groups or factions addressing thel Board during the public commentss section oftheE Board meeting shalll limitt their remarks to three (3)1 minutes, unlesst thel Board Chairora majority oft the Board grants further time. Time limits may be extendedor shortened depending on ther number ofsueakrsrequestingt tobe! heard. All remarks shallb be addressed to thel Board asal body andi not tos any membert thereof, nor tor members oft thea audience. Nop person, other thant the Board andt the person having the floor, shall be permitted to enter intoa any debate or discussion, either directly ort througha member ofthel Board, withoutt thep permission oftheC Chair.  13    8.3 ENFORCEMENT OF  The University's police chief, or such  member of the University's police department as the chief may designate, shall carry outo orders andi instructions givenbyt the Chair orbya amajority of the Board present for maintaining order and decorum at the Board meetings. Public members attending Board meetings shall observe the same rules of propriety, decorum, and good conduct applicable to Trustees. Any person making personal, impertinent, ors slanderous remarks or who becomes boisterous while addressingt theE Boardor while attendingt theE Boardn meeting shall be removed from ther roomi ifthe police chief or officer issod directed byt the Chair, ands such person may beb barred from further audience witht theB Board. Unauthorizedi remarks from the audience, stamping offeet, whistles, yells ands similar demonstrations: shallr not bep permittedbyt the Chair, whos shalld direct the removalofs fsucho offenders fromt the  room. ARTICLE 9: INDEMNIFICATION  9.1 PERFORMANCE OF OFFICIAL DUTIES. = In any civil action brought against a Trustee for any act or omission arising out of andi in the course ofthe performance of his or her duties and responsibilities, the Board may defray all cost of defending, including reasonable attorney's fees and expenses, along with costs of appeal, and may hold harmless and protect such Trustee from any financial loss resulting from the lawful performance of his or her duties and responsibilities. In the discretion of the Board, claims based ons such actions or omissions may bes settledp priort toora aftert thef filing ofthes suit. .2 INSURANCE COVERAGE. = The Board may arrange for and pay fort the premium for appropriatei insurancetoc cover all suchl lossesa ande expenses.  ARTICLE: 10: GENERAL  10.1 COLLECTIVE AUTHORITY. AND ACTION The authority oft the Trustees is conferred upon them as a Board, and Trustees bind the Board and the University only by acting together as a Board. No individual member shall commit the Boardt to any policy, declaration, or action without prior approval of 10.2 FISCAL YEAR-Thef fiscal year ofthel Board shall commence onJ July lofeach 10.3 BOARD RECORDS- Public access to Board records shall be governed by the provisions of Section 24, Article Iof the Florida Constitution and the Public RecordsI Law, Chapter 119, Florida Statutes.  the! Board. year ande endon) June 30.  14    10.4 REGULATION DEVELOPMENT, RULEMAKING AND POLICY- The Board may adopt, amend, orn repeal rules, regulations, andp policies consistent with the University's mission, with law, and with the rules and regulations of the 10.5 CHIEF LEGAL OFFICER The Vice President for Legal Affairs, as Chief Legal Officer, reports functionally to the Board Chair and to the Chair of the Governance Committee, andr reports bothf functionally anda administratively tot the 10.6 GUIDELINES FOR ANNUAL EVALUATION OF THE PRESIDENT'S PERFORMANCE- The policies and procedures outlined in thiss subsection are intended to promote consistency and objectivity in the Board's approach to evaluating the President's performance andt to codify, for future reference, the process. Section 1.001(5)(f) oft the! Board of Governors' Regulations require each board of trustees to conduct an annual evaluation of the President and thatt the Chair ofthe Board of Trustees shallr request input fromt the Chair oft theE Board of Governors, whor mayi involvet the Chancellor, during the annual evaluation process pertaining to the responsiveness to the Board of Governors' strategic goals and priorities andcompliance withs system-wide regulation. The Board Chair, iln accordance with the aforementioned- said Section 1.001(5)) of the Board of Governors' Regulations and Section 4.3oft the B Operating Procedures, has-established- a Speeial the Governance Committee willon Presidential Evaluation-er sueh committee appeinted by- the Beard Chair te provide overseeight the annual evaluation process. The Committee's responsibilities: aret to: Recommend tot the Board annual goalsf fort thel President. Reeommend to-the Beard an annuale evaluation- ofthe President's performanee. Lead the discussion of thel President's annual performance evaluation based on the President's achievement of the mutually agreed upon specified goals and objectives and such other criteria, as the Committee deems appropriate. Create or select ana annual evaluationt toolf fort the Board's approval. Conduet an initial review of-the President's performanee- and pProvide tothe! Boarda acopy ofthe! President's self-appraisal. Oversee the compilation ofCompile thee evaluativei informationi from each] Board member. Provide-thel President witha written assessmente ofitsevaluation: Present its written assessment and recommend performanee Fating for Beard appreval. Work witht thel President toj provide to the Board adraft ofa mutually agreed annual goals and objectives.  Board lofGovernors. President.  15    Work witht the General Counsel to ensure compliance witht the Board's contractual obligationst tot the President. 10.6.1 GUIDINGI PRINCIPLES FOR ANNUALI EVALUATIONI PROCESS -The annual evaluation ofthel President shall be guidedbyt the following core principles. Objectivity Objectivity extends to the criteria to be assessed, the process for completion oft the evaluation, andti the selection ofpersonsy whov will participatei inthee evaluation. Clearly defined criteriat thatr relatet tot thel University's mMissiong & goals The criteria for evaluation encompass an appropriate scope. The criteria include outcome standards that relate the actions of the President individual to the University's mission andg goals efthe University as well as process criteria that describe the critical behaviors ofeffectivel leaders. The Board efTrusteesi in the form of performance goals will set the major outcome criteria each year. In. addition to the performance goals, the Board of Trustees will determine the performance indicators to be used to assess the President's attainment. Performance goals may vary from year toyear; however, there are certain job-specific functions for each administrmtivepesition: that will be evaluated cach year whether selectedi for emphasist thaty yearornot. Well-planned: schedule ofimplementation A timetable for evaluation shall" be established annually that provides an adequate period for data collection, review, and feedback. Clear policy for reporting: and use The Speeial Governance Committee en Presidential Evaluation ersuehe othere committee as appointed -by-the! Bearde Chair shall be the point of contact for receiving andr reviewing the various types of information relevant to the job performance of the President. Oppertunity for Fespense ands self-assessment By engaging in the performanee- planning proeess, Le, the setting of performanee goals, the presentation of evidenee related-t tot theattainment ofthese goals, each Beard ofTrustees  16    has, in effeet, completed- self-assessment and epperfunity- fOrF respense. Review ofthe evaluation process The Governance Committee will review and revise, as necessary, the evaluation process, itself must be periodienlly Feviewed and revised as neeessaFy At the diseretien of-the Beard Chainatemmisemi! be-assignedt therespensibilby-ef feviewing the procedures and policies and makeing recommendationsi for continuousi improvement. 10.6.2 PROCEDURES FOR THE ANNUAL EVALUATION OF THE PRESIDENT Evaluation ofthe President willl be performed on an annual basis as required by thel Board of Governors. Components of evaluation include the President's self-appraisal, the compilation of results generated from responses to the President's Annual Evaluation Form completed by the Board, consultation witht the Chair oft the Board of Governors pursuant to Section 1.001(5)f) of the Board of Governors' Regulations, and, the President's report of performance attainmentr made atthee endo lofthef fiscaly year. Performance Goals andI Indicators Prier to May 2-ofe Feaeh-s year, Thel President shall submita alist of goals and objectives fort the upcoming fiscal yeart to the Board Chair. TheChair shall disseminate the goals and objectives tothe Governance Committee. ehair of-the Speeial Committee on Presidential Evaluation orsueh ether committee as-appeinted by the Chairc The Speeial Governance Committee chaire en Prsidemtia-Ewahwmtion willr meetv with thel President to discuss the evaluation process, the President's proposed performance goals and objectives, and any feedback or suggestions by the President thatr may contribute to the evaluation process ort the performance goals and objectives. The Board and the President shall mutually agree upon the President's performance goals and objectives, in accordance with the maliatmaasuussmaNt befored June 30-ofeaeh year. The President's yearly individual performance goals and suggested specific performance indicators shall be reflective of the long-term strategic goals for the University. These gonls-will be-reviewed with the Chair ofthe Speeial Committee on Presidential Evaluation- or such eommittee as-appeinted-by the Beard Chair Priort to June 30€ efench year, the President will deeument te what extent the geals and indieators for the fiseal year were aehieved. This will be shared with the Special Committee- On or-suche committeea as appeinted- by the Beard  Chair. President's Annual Evaluation Form  17    Between July land September 30 of each year, the President's Annual Evaluation Form, which contains job specific and general performance rating scalei items willb bec distributedt toalistakehelders: and completedby the Board ofTrustees. Trustees will also be provideda copy ofthe PrmideatsalApmrial. Evaluation) Review and Report Between July land September 30 of-eneh year, the President will meet with the Speeial Committee- on Presidential OF sueh commite-ssappeinted. bythe Beard Chairt to-diseuss aehievementef yearly goals and how they aidi in meeting the University's leng-range strategie goals, and the results- of thel President's Annual Evaluation The Speeial Governance Committee en Presidential Evaluation will prepare as summary report using available evaluation datat that consists of the completed Performancel Planning] Document (goals andi indicators), the results of the President Annual Evaluation Form (specific and general items), andt the President's self-appraisal. The Chair of the Speeial Committee on Presidential Evaluation is respensible- for submitting a eopy of-the repert summarizing al aetivities to the President. This repert will alse be filed and maintained- by-t the Offiee ofInstitutional! Researeh and Assessment. Payment of Performancel Bonus Nol later than October. 31 of each year, the Board shallt take a vote on the payment ofap performance bonust tothe President. Upon approval by the Board ofap performance payment, such payment shall be paid within 60 days. The-Speeial Committee onl The Speeial Cemmittee en Presidential Evaluatien isa special committee established by the Beard Chair. The Beard Chair in-aecerdanee with Seetion 43-of_the Beard of_Trustees- Operating Procedures- appeints members of the The Beard Chair seleets the chair-ef-the  Form  Evaluation Review Committee  eommittee.    Florida A&MU University BoardofTrustees Operating Procedures APPENDIX" "A"  Florida Agricultural and Mechanical University Board of Trustees AUDIT AND COMPLIANCE COMMITTEE CHARTER The Board of Trustees has established the Audit and Compliance Committee (Committee), pursuant to Section 4.2.2 ofthe Board-of Trustees Operating Procedures. Thep primary function of the Audit and Compliance Committeei ist to assist thel Board of Trustees in discharging its oversight responsibilities for thef financial reporting process, the system of internal controls, the audit process, and the. University's process for monitoring compliance with laws and regulations. The Audit and Compliance Commite'sprincipal. activities willi include:s Oversight of the University's Enterprise Risk Management (ERM) program, which_is designed to ensure that risks are appropriately identified, assessed, managed, ando considered ininstitutional decision making; Oversight of the University's internal control structure, to review the effectiveness and reliability of its business, financial and information system controls; Oversight of the quality and integrity of the University's financial reporting processes to ensuret the balance, transparency, andi integrity ofpublished financial information; Review ofthei internal audit function and overall auditp process; Review oft the external audits performed. by the State Office of Auditor General ando otheri independent auditors; Review anda approval ofthe annual audit plan; Review anda approval ofthes annualo compliance program plan; Review of the Division of Audit and Office of Compliance and Ethics annual reports; and Review of the University's process for monitoring compliance with laws, regulations, andp policies. The Audit and Compliance Committee's role is one of oversight, not preparation or operation. Its members rely on the representations of the University's senior management, the Division of Audit, the Office of Compliance and Ethics, the General Counsel, other committees ofthe! Boardo of Trustees, and other professional consultants.  1. Purpose  19    2. Authority  The Audit and Compliance Committeei isa authorizedto: Perform activities within the scope ofthis Charter. Appoint, compensate, and oversee the work of any public accounting firm employedby thel University. Resolve any disagreements between University management and the auditors regardingf financial reporting. Retain independent counsel, accountants, or others to advise the Committee or assisti int thec conduct ofani investigation, upon approvaloft thel Board ofl Trustees. Seek any information it requires from faculty, staff, and students of the University, Meet with University management, external auditors, or outside counsel as necessary. 3. Organization and Composition  The Audit and Compliance Committec shall be appointed andb be comprised of members ofthe Board of Trustees as provided in the Board-efTrustes Operating Procedures. The members will be free from any financial, family or other material personal relationship, including relationships with members ofUniversity management, University auditors, ando other professional consultants thaty would interfère witht theexerciseoftheir independence from University management or the institution. A majority of the Audit and Compliance Committee members will be financially literate, with at least one member designated as a "financial expert." University staff liaisons are the Vice President for Audit, Chief Compliance and Ethics Officer, and the Vice President for  Finance and Administration. 4. Meetings  The Audit and Compliance Committee will meet at least four (4) times annually. Additional meetings may occur as circumstances dictate. The Audit and Compliance Committee willi invite members of University management, auditors, or others to attend meetings and provide pertinent information as necessary. Ther meetings will be opent to the public. Meeting agendas and appropriate briefing materials will be prepared and providedi in advancet to Committeer members. 5. Responsibilities andI Duties  The Audita and Compliance Committee believes its! policies andp procedures should remain flexiblei inorder tol bestr reactt to changing conditions andp provide reasonable assurancest to the Board ofTrustees thatt thes scope of audita activities andt thea adequacy ofthes system of  20    internal controls ensure compliance with state and federal laws, regulations, and requirements. The Audit and Compliance Committee shallr maker reports tot thel Board of Trustees, asi it deems necessary. In addition to the duties as provided in the Beard-of Trustees Operating Procedures, the Audit and Compliance Committee willf fulfill their  duties andr responsibilities as follows: A. General 1. Adopta Charter thati is approved! by theE approval.  that specifies itss scope of  responsibility, process, etc. The Charter shall be reviewed as necessary, but at least annually, with recommended revisions being submitted tothe Board ofT Trustees for 2. Maintain minutes and/or otherr records ofr meetings and activities. . Report Committee actions to the Board ofTrustees with such recommendations as the Committee may deem appropriate. 4. Conduct or authorizei investigations into: any matters withint the Committee's scope of responsibilities. The Committee shall be empowered to retain independent accountants, counsel or others to assist in the conduct ofa any investigation, upon approval ofthe BoardefTrustees. Review andr monitor the implementation ofthe University management's responses toauditr recommendations. Require the Vice President of Audit andt the Chief Compliance and Ethics Officert to reporti in writing annually ont theactivities oftheir offices. 7. Confirm annually that allr responsibilities outlined in this Charter have been carried out. 8. Review anyr reports issued byt the University that relate to the Audit and Compliance Committee responsibilities. 9. Perform other governance oversight as assignedbyt the Boarde oft Trustees. 10. The Vice. President for Audit (as the Chief Audit Executive) and the Chief Compliance and Ethics Officer report functionally to the Chair of the Board of Trustees and tot the Chair ofthe Audit and Compliance Committee ofthe Board of Trustees andr reports administratively tot thel President. 11.1 Provide an open avenue of communication.! betweent the Vicel President of Audit, the Chief Compliance andl Ethics Officer, the Chief Risk Officer, external auditors, and thel BoardefTrustes. B. Internal Audit 1. Review anda approve the annual risk- -basedi internal auditp plan, ensuring thatit addresses) key areas ofrisk. Review thei internal audita activity's sperformance relative tothe plan.  21    2. Approve and periodically review the Charter, staffing, and activities of thei internal audita activity functiont to ensure they comply with professional standards and address Review a summary of significant findings and recommendations of completed internal and external audits, including University management's response and time frame for corrective action, to ensure appropriateness ofactionst taken. Obtaina aperiodic progressr report ont thes status ofexecuting thei internal audit plan and approvei majoro changes or deviations fromt thea approved auditp plan. 5. Determine the degree of implementation. of past audit recommendations and the sufficiency ofcorrective actions taken ina addressing thoser recommendations. Approve decisions regarding the appointment andr removal of the Vicel President of Audit. Ensure there are no unjustified restrictions or limitations, and concur in the appointment, replacement, or dismissal ofthe. Vice President of Audit. Review witht the Vicel President of Audit the internal audit activity budget, resource plan, activities, ando organizational structure ofthei internala auditi function. Within 60 daysa after the end ofe eachf fiscal year, review the performance ofthe Vice Presidento ofA Audita and concur witht the annual compensation: ands salary adjustment. 9. Discuss witht the Vice President OfA Audit any difficulties encountered int thec course of audits andi investigations, including restrictions on the scope of work or access to required information, anda any lack of cooperation. 10. Review the effectiveness of the internal audit function, including the results ofthe quality program. 11. Identify areas warrantingi improvements, ifany, andr makep policy recommendationst to theE Board efTrustees. 12.1 The Chair oft the Audit and Compliance Committee, or designee, should meet with the Vicel President of Auditr regularly to discuss confidential matters. 13.1 Propose adequate controls and guidelines for receiving complaints regarding accounting controls andr reports off financialf fraud. C.Compliancer with Laws, Regulations and Policies 1. Review the effectiveness of the system for monitoring compliance with laws and regulations and the results oft the University management's investigation and follow- upofa any non-compliance or fraudulenta activities. 2. Obtain regular updates from the University management, the Chief Compliance and Ethics Officer, and legal counsel regarding compliance matters that may have a material impact on the University's operations, financial statements, programs, or compliance policies. 3. Review anda approve procedures fort ther receipt, retention, andt treatment of complaints regardingi financial or operational matters. Review thei findings ofany examinations! bys state andf federal regulatory agencies.  emerging auditi issues.  22    5. Review the programs and policies ofthe University designed by its management to ensure compliance with applicable laws and regulations, and regulations and monitor ther results of compliance efforts. Review results of the University's monitoring and enforcement of compliance with thel University standards ofethical conduct ando conflict ofinterest policies. Review with the Chief Compliance and Ethics Officer the compliance function, budget, resource plan, activities, andorganizational: structure. Discuss with the Chief Compliance andE Ethics Officer any difficulties encounteredin thec course of investigations, including restrictions on thes scope of work or access to requiredi information, anda any lack of cooperation. Identify arcas warranting improvements, ifany, andr make policy recommendations' to the BoardefTrustees. 10. The Chair of the Audit and Compliance Committee, or designee, should meet with the ChiefCompliance: and Ethics Officer regularly tod discuss confidentialr matters. 11. Propose adequate controls and guidelines for recciving complaints regarding matter within the compliance function. D. Internal Controls and Risk Management Review with University senior management, the Division of Audit, and other relevant offices ando committees: 1. The effectiveness of the University's process for identifying and responding to significant financial, operational, reputational, strategic and regulatory risks or exposures and University management's plans ande efforts tor monitor ando control such risks. 2. The effectiveness of the University's internal controls, including the status and adequacy ofi information systems ands security and otherr relevantn matters. 3. Major risksi identified and other significant riskT management issues thatr may require action. 4. The University's insurance coverage and the process used tor manage any uninsured risks. E.1 Financial Statements and Reports University management is responsible for the preparation, presentation, andi integrity of the University's financial statements and for the appropriateness of the accounting principles and reporting policies used by the University. The following shall be the principal duties and responsibilities of the Audit and Compliance Committee regarding 1. Review annual audited financial statements with University management ande ensure that significant findings and recommendations made by auditors and University management'sresponse: arer received, discusseda anda appropriately actedon.  financial statements.  23    2. Make inquiries and an assessment of University management and auditors concerning the adequacy and effectiveness of the University's systems of financial reporting andi internal control system, including information technology security and 3. Discuss with the University's financial manager, State Auditor General and other outside consultants the appropriateness of accounting principles used by the University, the University Direct Support Organizations, and Intercollegiate Reviewt thes audit report on) Federal Awardsa asr requiredb by OMB Circular A133. Review the annual audit reports of the University Direct Support Organizations, including the University management's response and corrective action plans to address the resulting recommendations. As necessary, consult with the University Direct Support Organizations Committee regarding thea auditr reports. Review annual financial statements and University management letters from audits of Intercollegiate Athletics, including the corrective action plan to address the 7. Reviewt the adequacy and completeness of financial disclosures made by University management for reasonable portrayaloft the University's financial condition. Review significant accounting and reporting issues and recent professional and regulatory promoumements,and; pronouncements and understand theiri impact on the financial statements ofthel University. Review compliance withf federal ands state guidelines for financial reporting." F. Ethics and Business Conduct Require University management to report on procedures that provide assurance that the University's mission and code of conduct are properly communicated to all employees on an annual basis. Review the University's code of conduct annually and direct University management toestablish asystem reasonably designedtoa assure compliance witht thecode. 3, Ensure internal and external auditors have access to necessary University records, personnel, space ande equipment. G.Iegal Periodically, meet witht the University's General Counselt tor review any legalr matterst that may have significanti impact on the University's overall financials or operations andit its The Audit Committee Charter previously adopted by the Board ef Trustees is hereby repealed or rescinded effective upon the adoption of this Audit and Compliance  internal control. Athletics.  resulting recommendations.  compliance with regulatory agencies. 6.Rescission ofPrior Board Actions Committee Charter  24    Adoption ofCharter- December 2, 2021 A&MUniversity BoardofTrustees June 10,2016 "B" FLORIDA  ANDI MECHANICALI UNIVERSITY Board ofTrustees Governance Committee Charter  1. Purpose: and Objectives  Thel Board of Trustees has established the Governance Committee, pursuant to Section 4.247 of the Board's-e ofTrustees Operating Procedures. The primary function of the Governance Committee is to ensure the integrity of the. Board and improve Board performance. The Governance Committee principal activities willi include: Approving annually the charters for standing Beard- committees; Reviewing periodically the Beard Operating Procedures; Initiating Boardt training whena appropriate; Overseeing ther performance evaluation processes for: theBoard efTrustees Evaluating the Beard's performanee and thePresident. Evaluating the Board'sperfermanee Periodically reviewing Board's ef Trustees's governance; Overseeing University collectivel bargaining agreements; Overseeing public andg governmental relations; and Providing oversight concerning these matters andn makingr reports tot the Board as appropriate. Authority The Boarda the Committeet to: 2.1 Perform withint thes scope ofits charter. 2.2 Engage advisors asitdeems necessary tocarry outit its dutics. 2.3 Have unrestricted access to management, faculty, and employees of the Florida A&M -University and its Direct Support Organizations and affiliates. The Committee may request special reports from members of the University or Direct Support Organization management personnel on topicst thatr may enhancei its understanding of ftheira activities ando operations asitrelatest tothe Governance Committee's smission.  25    2.4 Nothing in this Charter shall be construed to limit the authority ofthe Boarde efTrustees or Governance Committee. Organization and Composition  3.1 The Board Chaire efthe Beard shall appointt the chair andn members ofthe Governance Committee as providedi int the Beard Operating Procedures. 3.2 The Governance Committee will consist ofatl leastt three (3)but no more thans seven_(7.members. 3.3 Members will serve on the Governance Committee untilt their resignation orremoval from the Committee by the Board Chaire ofthe Beard. Meetings, Agendas, and Minutes Ar majority ofther members ofthe Governance Committee willo constitutea quorum for thet ofbusiness. Mectings will beheldnotl lesst thant two (2)times pery year. The Governance Committee willi maintain written minutes ofitsr meetings. The Chair of the Governance Committee, in collaboration with thes staff designee, shall be responsible for establishing the agendas for meetings.- An agenda, together with relevant materials, shall bes sent to Governance Committee members at leasts seven (7_days in advance oft the meeting. Minutes ofa allr meetings shallbed draftedbyt thes staff designee, reviewedb by the Governance Committee Chair, and approved by Committee members atthe next scheduled followingr meeting. Responsibilities and Duties  In additiont tot the duties as providedi inthe BeardofTrustes Operating Procedures, the Governance Committee willf fulfill itsd duties andr responsibilities asf follows: 5.1 Evaluate its own performanee, both of individual members- and clietivelyammually 5.2L Assess thes achievement ofthe Governance Committee's duties specifiedin thec charter andr report findingstotheE Board. 5.3-2 Review the Governance Committee Charter periodically annually and recommend any required revisions tot the Board as necessary. Ensure that any revisions tot the charter are approvedby theE Board.    Reeommend to the Geverner of thes State of Florida and the Fleride Beard- of Governors eandidates to be named as-new OF reappeinted members-ofthel Flerida A&M University- Beard efTrustees. .5 Review andr maker recommendations onr matters ofBoard governance. Oversee the implementation: ande effectiveness ofthe Operating) Procedures and other governance documents, and recommend modifications as needed. Annually Ineven numbered years. the Committee willreview the! Board Operating Procedures. 7 Oversee andp participatei in an evaluation of Board effectiveness, including the performance oft the Board, Beard eommittees, and Beard members annually. 5.8 Develop and provide recommendations to the Board regarding Board member education, new member orientation, and regularly scheduled Trustees' Beard-member training. Inform members of eerperate governance "best practices" and make recommendations tothe Boarda andi itso committees. 5.10 Develop and recommend to the Board the number and structure of standing committees. 5.11 Approve the charters for standing committees in even numbered years ennually. 5.12 Fulfill any other responsibilities as assigned by Flerida- A&M University Board ef Trustees or the Board Chair, and Chair and make recommendations. andr reports to the Board, as appropriate on ther matters  herein. Adoption ofCharter- -June 10, 2016  27    University BoardofTrustees 2021 Februaryl 17,2003  June 0, 2005 Thefollowing articlesors sections were amendedbyt theE BoardofTrustees. Sections 2.3 and 3.5.1 amendedt to eliminate thes statutory and.d duties for the Board ef Trustees-andF President, andt to providet thea applicable Florida Statutes setting outt the powers and dutiesofthe BoardefTrustees: andt the President. Section 4.Lamendedt top provide forthe Chair ofthe Facilities Planning Commiteea asamemberof the Executive Committee. Section 4.2.3 amendedtoi include thec duties ofthe! Budget/Finance Committeet toinclude" "monitor thel University's 'sfinancialo operations, debtlevela landin investment performance, ifany." Section 4.2.5createdt toprovidef forthe Facilities Planning Committeea asastandingo committee of theBoard, andtooutlinet thed duties andn responsibilitiesofthec committee. Preliminary statement to Articles Samended.toc clarify the "openr meetings" requirements forthe Boardanditsc committees. Section. 5.2 amendedt to provide thats specialn meetings may be called by-the Chairo or7 7Tnustees nembers-eftheD Beard, for the Corporate Secretary toprovide written notice ofther meeting along tofther purposeofthen meetinga andtol limitthen meetingtoitsstatedy purpose. 5.9.1 permita Trusteet top propose anaddendumiothea agenda andtorequirea amajority voteoftheE Boardtoconsider: andtakef final action onthea addendum. Sections 5.11 and 5.12 amended to reference the applicable statutory provisions whichpermit closeds sessions ofthe Board andt tor recognize thel limited public records exemption for attorney- client sessions andr risk management, andt the public records exemptionf for collective bargaining before the Board) amendedt to clarify andd distinguish betweens scheduled appearances and public comments before the Board. The article provides for anew section (Section8 8.3). whichp providesfort thec emforcementofdecomumd during Boardmeetings. March2, 2006- Thef following: article wasa amendedbyt theE Boarde efTrustees. Section. 3.5.2. dereated top provide the Presidenta as thep principall liaison officer and official between Board andt thef faculty, staff,s sludentsstudents and directs support organizationsof September 7,2 2006- Thet followinga articlesors sectionsw were amendedby theE BoardefTrustees Audita and Compliance Charter ofBoarda adopteda andi incorporatedas AppendixA. December8, 2011-T Thef following articley wasa amendedbyt the Boarde Section. 5.3, amended top provide that emergency meetings may be calledby the Board LChairor upon request by7 7Trustees noticeofsuchr requestst tothe! Board. August6, 2012- The following articled ors section were amended by thel BoardefTustees  thel University.  Beard, andfort the Corporate Secretary top provide  28    Appendix A, Audit Committee Charter and the Audit Committee Policy and Procedures adopted on September 7, 2006 were repealed and replaced as hereby incorporated in October3, 2013-7 Thef following articlesors sectionsy were amendedbyt the BoardefTrustes Section 5.3amendedto providet that emergency meetingsr may be called byt the Chairoru upon request ofthe Board, andforthe Corporate Secretaryt toprovidev writtenn notice ofsuchr requestst totheB Board. Article amended to designate the Board Chair-efthe- Board as thes spokesperson forthe Board. Article 5 amended to require the presençe of the Board attormey or designee at all appropriatelyr noticedr meetings,t thatthe willbeprovidedt then meetinga agendaatleastl4 days priort ther meetinga andi materials willb bep providedat least7 days priort tothes meeting; endmeeting andaddingt thet term" "email" where appropriate. Anicle6amendedtoi includer referenetoFAMUI BoardofT Trustees Regulation 1.019. Article 7 amended to requiret the Board to review its Operating Procedures annually and addingthet term" "email" wherea appropriate. 2014--1 Thef followinga articlesors sectionsw were amendedbyt the BoardefTrustees. Article 4.1 amended to expand the number of Trustees from 6t07 7_as members ofthe Executive Committee; remove the Board Vice Chair asa member of the Executive Committee; andi includethe Chairofthel Direct SupportOrganization Committeea asamember Article4 4.2.6, createdtoir includet thel Directs SupportOrganization: asastandingo committee. Article8 8.2amendedt tocomply withs Section 286.0114, Floridas Statutes. Other technical and ministerial changes also made to reflect accuracy, andcontinuity. June 10, 2015 Thef following: articlesors sectionsy were amendedbyt the BoardefTrustees Appendix A, Audit Committee Charter and the Audit Committee Policy and Procedures August6, 2012, repealeda andreplaceda asherebyi inmopendinApmixA August6, 2015.- Thef followinga articles ors sectionsy werea amendedby the BoardefTrustes Article 10.5createdto definethej jointr reporting relationshipofthe 11, 2015- Thef following: articlesorsectionsy were amendedbyt theE BoardofTrustees Article 3.4 amendedt to authorize the Vice-Chairt to'act due_to the "vacancy" ofthe Board Article4 427createdioincludet the Govemance Committeea asastanding.commitee Article 5.8 amendedt tor require the Boardtom makea motion orf formally announce thatt the meeting timew willbee extendedatthet timethem metingisscheduledr toadjoum. June 10, 2016- Thef followinga articlesor sectionsy werea amendedbyt the BoardefTrustees Article 3.2 amendedt to define thatt the BoardChairr may be reselected for one (1)a additional consecutive 2-yeart termb by ana affirmative voteo ofnol lesst than (2/3)oft the  AppendixA.  ofthe Committee.  Chair.  29    Article 3.3 amended to require that the Board Chair shall provide written notice to_the or Board of Governors, as applicable, when Trustee has three (3) consecutive absencesf froma aregular Board Meetingsir inany fiscaly lyear. Article. 5.10 amended to require any Boardor Committeer meetingt ther recording ofall votes castby anda ofeach? Trustee, andt torequiret thats suchd orCommitteen meeting shall be tothel University's sBoardofT Trustees' websiten nolater thant two( (2)v weeksa after the BoardN Meeting Article 10.6 createdtoir include consistenta ando objectiveg guidelinesf forthea annuale evaluationof thePresident's sperformance. Article 10.6.1 created toi include guiding principles for the annual evaluation process ofthe President. Article 10.6.2createdt toir include proceduresf fort the annual evaluation ofthe Presidenta andthe Special Committee onF Presidential EvaluationF Review Committee. Appendix B, Governance Committee Charter, was adopted on Junel 10, 2016, and hereby incorporatedi in AppendixB. November 18, 2016- Thef following articlesors sections were amendedbyt the BoardefTaustees. Article 4.2.1 amendedtoc combinet theA Academic Affairsa and Student Affairs Commites and provide updatedo Committeer responsibilities. Article4 4.2.3a amendedt tocombinet the Budget/Financea and Facilities Planning Committeesa and providet updated responsibilities. Article 42.4 Governance Committee Provision. formerly Article 4.2.7. was renumbered to Article 4.2.4. Note: Article number 4.2.4 was previously assigned to the Student Affairs Committee. Article 4.2.50 created anew Strategic Planning and Performance Measures Committee asa standing committee. Note: Article number 4.25 was previously assigned tot the Facilities Planning Committee. Article 4.2.6 removed the Direct Support Organization Committee asa standing committee anddesignateditasa aspecial committee. Article 5.3 amended to eliminatet the 24-hour notice requirement and allows for emergency meetingsto tobe calledu uponr noticea asisreasonable undert the circumstances. Article 5.4 amended to allow emergency meetingn notices tobe posted ont the University's website or published int the Tallahassee Democrat newspaper ora.newspaper of general circulationi int the area where the meeting will take place inl lieu ofthe Floridal Press Center notice; and allows notice tothemediabya apressr release. March8, 2018.- The following artioleso orsectionsy were amendedbyt the BoardefTrastees Article 5.4amendedtos allown notice ofboardr meeting noticest tobep postedonthel University's website solely and removed language regarding publishing in the Tallahassee Democrat newspaper roranewspaperc of generalc circulationit intheareawheret themeeting willtakeplace; anda allows noticet tother mediab bya apress releasef fors schedulede emergency meetings. Articles 5.4.1deletedi inits entirety. September19, 2019.- Thef following article section wasa amendedbyt theB BoardofTrustees. Appendix A, the Audit Committee Charter, adopted on June 10, 2015, was repealed and replacedy witht theA Audita and Compliance Charter. asherebyi incorporatedi in AppendixA.  ofany Board  30    Article4 4.2.2v., Technical Amendment, madet accuracy. andcontinuityin thenameofthe "AuditCharter" changedto" Audit and Compliance Charter." December2 2, 2021- Thef followinga articlec wasa amendedbyt thel Boardo of fTrustees. Appendix theA Audito Charter, adoptedon's September 19, .2021, wasa amendedand replacedy witht the Audita and Compliance Charter as! hereby incorporatedi AppendixA. February 17, 2022- Thef followinga articlesors sections were amendedbyt thel Boardo ofTrustees.  31