FLORIDAASM UNIVERSITY Board of Trustees Governance Committee Meeting Wednesday, June 7, 2023 3:15 p.m. Grand Ballroom Committee Members: Kenny Stone, Chair Michael Dubose, Deveron Gibbons, Belvin Perry, and Nicole Washington AGENDA I. II. Call to Order Roll Call Trustee Stone Linda Barge-Miles, Esq. ACTION ITEMS II. December 7, 2022 and April 19, 2023 Minutes Trustee Stone Shira Thomas, Esquire IV. BOT Regulation 1.017 INFORMATION ITEMS V. Government Relations Update VI. Declaration of Candidacy A. Chair B. Vice Chair Danielle McBeth, Esq. Trustee Stone VII. Timelines for President's Goal Setting and Evaluation Trustee Stone Trustee Stone VIII. Timeline for Board's Self-Evaluation IX. Adjournment FLORIDA, ASMUNIVERSITY Board of Trustees ACTION ITEM June 7,2023 Agenda Item: III Governance Committee Minutes Subject: Governance Committee Meeting Minutes Rationale: Section 5.10 of the Board of Trustees Operating Procedures provides that detailed minutes should be kept for any Board or Committee meeting. Those minutes should include a record of votes cast and Recommendation: Approve the Board of Trustees meeting minutes for December 7, 2022 and April 19, 2023. attendance. Attachments: Yes, copies oft the minutes are attached. MIONDAAMUNVIsY Board of Trustees Governance Committee Minutes Trustee Kenny Stone April 19,2023 Trustee Stone called the Governance Committee to order on Wednesday, April 19, 2023. The following committee members were in attendance, establishing a quorum: Michael Dubose, Belvin Perry, Kenny Stone, and Nicole Washington. Trustee Stone shared that the vice chair position was vacant because the former vice chair was replaced by the Board ofGovernors. He then announced the names ofappointed trustees eligible to vie for the vice chair: Trustees Term Ending Dates January 6, 2025 January 6, 2023 January 6, 2026 January 6, 2028 January 6, 2026 January 6, 2021 January 6, 2025 January 6, 2026 Otis Cliatt Michael Dubose Natlie Figgers Deveron Gibbons Kristin Harper Belvin Perry Kenny Stone Nicole Washington Trustee Stone opened the floor for nominations. Trustee Perry nominated Trustee Nicole Washington and Trustee Cavazos nominated Trustee Kristin Harper. Trustee Dubose moved to close the nominations and the motion was seconded by Trustee Perry. Trustee Stone indicated that he would present the names of the nominees during the Board meeting. With there being no additional business for the Governance Committee, the meeting adjourned. 1Page MONDAAMMUNVEBSIY Board of Trustees Governance Committee Minutes Trustee Kimberly Moore, Vice Chair December 7,2 2022 Trustee Moore called the Governance Committee to order on Wednesday, December 8, 2022. The following committee members were in attendance, establishing a quorum: Michael Dubose, Kimberly Moore, Belvin Perry, Kenny Stone, and Nicole Washington. The first action item was approval of the October 5, 2022, committee meeting minutes. Trustee Stone moved approval of the minutes. Trustee Washington provided the second and the motion carried unanimously. The next item on the agenda was President Robinson's contract extension and bonus. Chair Lawson recommended a 2% increase and suggested that the Board delay a discussion on a bonus for President Robinson until completion of the Athletics Action Plan. The Board had a robust conversation regarding the bonus and salary increase. Trustee Perry moved that the Board give President Robinson a 3.5% cost ofliving increase. Trustee Dubose offered a second and the motion carried unanimously. Trustee Moore clarified that the Committee should focus on the performance review period,July 1 through June 30, when considering a bonus. Trustee Stone moved for a 17.5% bonus for President Robinson. Trustee Dubose seconded the motion and it carried with a unanimous vote. Trustee Perry moved for a one-year extension of President Robinson's employment contract. Trustee Reed offered the second and it carried unanimously. The next action item was the approval of revisions to the Board of Trustees' Operating Procedures. Attorney Shira Thomas reviewed the recommendations with the Committee. She shared that the revisions were amendments to the operating procedures and technical changes, including statutory references, committee names and responsibilities updates, and codification of Board practices. The Committee also named the General Counsel as the Board's parliamentarian and added the requirement ofa supermajority vote: for the reelection oft the vice chair beyond a second term. Attorney Danielle McBeth provided the Government Relations update. She highlighted the following dates: 1Page FLORIDA AMUNIVERSITY Board of Trustees December 12-16 March 7,2023: April 13, 2023 May 5, 2023 August 5, 2023 Special Session of Florida Legislature Florida Session Convenes FAMU Day at the Capitol Florida Session Adjourns Fiscal Year 2024-2025 LBR Submission January - December: 1st'Session for the 118th Congress She shared that five FAMU students attended the unveiling of the Dr. Mary Mcleod Bethune statue, the first African American woman to have a State Commissioned Statue in the United States Capitol. Attorney McBeth reminded the Committee of the University's legislative budget request: $15M for Elevating and Sustaining Student Success, $20.4M PECO request for the Chemical and Biological Research Laboratory Center, $1.5M recurring for the Peaden Education Center, and $13.5M for Howard Hall. With there being no further business, the meeting adjourned. 2IPage FLORIDA ASMUNIVERSITY Board of Trustees ACTION ITEM BOT Regulation 1.017 June 7, 2023 Agenda Item: IV Subject: Amendment of Board of Trustees Regulation 1.017, Succession to Administrative Authority and Responsibility of the President Rationale: The regulation is being amended to reflect that in the absence or disability of the President, the Chief Operating Officer will assume all administrative authority and responsibility oft the President. Recommendation: Approve the amendment of BOT Regulation 1.017. Attachments: Yes, the regulation is attached. Florida. A&MI University Regulation 1.017 Succession to Administrative, Authority and Responsibility ofthel President. (I) Int the absence or disabilityoft the President, the Chief Operating Officer shall assume all (2) Ini the absence or disability of the President and the ChiefOperating Officer, the Provost and Vice President for Academic Affairs shall assume all the administrative authority and (3) Ini the absence or disability of the President, ChiefOperating Officer andi thel Provost and Vice President for Academic Affairs, the Vice President for Finance and Administration shall assume alli the administrative authority andr responsibility oft the President. (4) Int the absence or disability of the President, Chief Operating Officer. Provost and Vice President for Academic Affairs and the Vice President for Finance and Administration, the Vice President for Student. Affairs shall assume all the administrative authority andi responsibility ofthe (5) In the absence or disability of the President, Chief Operating Officer. Provost and Vice President for Academic Affairs, Vice President for Finance and Administration and the Vice President for Student Affairs, the Vice President for Audit shall assume all the administrative administrative authority andi responsibility oft the) President. responsibility oft thel President. President. Deleted: and Compliance authority andr responsibility oft thel President. 1.017Succession' to Administrative. Authority and] Responsibility oft thel President Pagelof2 (6) In the absence or disability of the President, Chief Operating Officer. Provost and Viçe President for Academic. Affairs, Vice President for Finance: and Administration, Vice President for Student. Affairs andt the Vice) President for Audit, the' Vice President for Sponsored Research shall Deleted: and Compliance assume all the administrative authority and responsibility oft the President. (7) In the absence or disability of the President, Chief Operating Officer. Provost and Vice President: for Academic. Affairs, Vice President forl Finance and Administration, Vice Presidenti for Vice President for University Advancement shall assume al! the administrative authority and Student Affairs, Vice President for Audit,, and the Vice President for Sponsored. Research,. the Deleted: and Compliance responsibility of thel President. (8) Ther responsibility for coordination oft thes succession will rest witht the, Presidents.Chistot. Deleted: Assistant tothe Staff. Specific. Authority: Article IX, Section 7(c), Florida Constitution, BOG Regulation. 1.001. History: History-New 7-28-86; Amended 9-8-07; Technical. Amendment. 3-20-18: Amendedi xx-xx-2023. 1.017 Succession to Administrative. Authority and Responsibility oft thel President Page2of2 FLORIDA, AGMUNIVERSITY Board of Trustees INFORMATION ITEM Governance Committee Wednesday, June 7, 2023 Agenda Item: VI Subject: Board ofTrustees Officers Background Information and Summary: Section 3.2 of the Board of Trustees Operating Procedures provides that: "At trustee must declare his/her candidacy for Chair or Vice Chair during the June Board meeting in an election year." FLORIDA, ASMUNIVERSITY Board of Trustees INFORMATION ITEM Governance Committee Wednesday, June 7, 2023 Agenda Item: VII Subject: Presidential Goals and Evaluation Timeline Background Information and Summary: The Board of Trustees annuallyevaluatest the president's performance for the prior year. The attached document provides the timeline for setting the president's goals and a separate timeline for conducting the president's evaluation. Attachments: President's Goals Timeline President's Evaluation Timeline FLORIDA A&M AUNIVERSITY Board of Trustees INFORMATION ITEM Governance Committee Wednesday, June 7, 2023 Agenda Item: VIII Subject: Board of Trustees Self-Assessment Background Information and Summary: The Board of Trustees' Governance Committee Charter provides that the Board will conduct a self-assessment annually. Additionally, the Southern Association of Colleges and Schools Commission of Colleges, Principles of Accreditation 4.2(8) requires governing boards to regularly evaluate their responsibilities and expectations. The timeline is attached. / 2 e S