FLORIDAASM UNIVERSITY  Board of Trustees  Governance Committee Meeting Wednesday, February 16, 2022 1:00 p.m. Grand Ballroom  Committee Members:  Thomas Dortch, Chair Kenny Stone, Nicole Washington  Michael Dubose, Carrington Whigham, Kimberly Moore, Belvin Perry,  AGENDA  I. II.  Call to Order Roll Call  Trustee Dortch  Ms. Linda Barge-Miles, Esq.  ACTION ITEMS  III. December 1, 2021 Minutes  Trustee Dortch  INFORMATION ITEMS  IV. Revisions to the Board of Trustees Operating Procedures  Ms. Shira Thomas, Esq. Mrs. Danielle McBeth, Esq. Trustee Dortch Trustee Dortch  V.  Government Relations Update  VI. Timelines for President's Goal Setting and Evaluation  VII. Timeline for Board's Self-Evaluation  VIII. Adjournment    FLORIDA A&M UNIVERSITY  Board of Trustees ACTIONITEM February 16, 2022 Agenda Item: III  Governance Committee Minutes  Subject: Governance Committee Meeting Minutes  Rationale: Section 5.10 of the Board of Trustees Operating Procedures provides that detailed minutes should be kept for any Board or Committee meeting. Those minutes should include a record of votes cast and  attendance.  Recommendation: Approve the Board of1 Trustees meeting minutes for December 1, 2021.  Attachments: Yes, copies oft the minutes are attached.    FIONDXAIMUNVEsIY  Board of Trustees Governance Committee Minutes Trustee Thomas Dortch, Chair December 1, 2021  The Governance Committee met on Wednesday, December 1,2021. Aquorum was established, with the following committee members in attendance: Thomas Dortch, Michael Dubose, Kimberly Moore, Belvin The first action item was approval ofthe September 15,2021 committee meeting minutes. Trustee Moore moved approval of the minutes. The motion was seconded by Trustee Dubose and the motion carried Next, Trustee Dortch shared that Article 5.3 of President Robinson's employment agreement provides  Perry, Kenny Stone, Nicole Washington, and Carrington Whigham.  unanimously. the following:  C. Dr. Robinson may be eligible to receive an annual performance bonus ofup to twenty percent (20%) of the annual base salary then in effect, as provided for in subparagraph 4.0, contingent upon the availability of funds  from the FAMU Foundation."  Trustee Dortch then recognized Chair Lawson for the update. Chair Lawson indicated that President Robinson had: met his goals and the University was doing well. He further shared that President Robinson did not receive a pay increase or bonus in two years and that the University's overall performance had increased. Chair Lawson then suggested that the Board approve a four-percent (4%) pay increase and a 15%1 bonus. Trustee Perry moved for Board approval ofthe bonus and salary increase. The motion was Trustee Dortch asked Danielle McBeth, Director of Government Relations to present her update. Mrs. McBeth indicated that the last of six interim committee weeks was occurring that week. She shared that several deans and professors had already testified before legislative committees. She said the Governor ise expected to release his budget prior to the legislature convening in. January 2022, ast the regular session begins January 11, 2022 and adjourns March 11, 2022. FAMU Day at the Capitol is scheduled for  seconded by Trustee Dubose and was approved unanimously.  February 24, 2022. She reminded the Board ofits 2022-2023 legislative priorities:  Elevating and Sustaining Student Success - $15M FAMU/FSU Joint College of Engineering -$6.6M University ofDistinction $6M Public Education Capital Outlay =  $28.4M Research Laboratory Center $27.7M Campus-wide Utility Infrastructure FAMU College of Pharmacy, Peaden Education Center - $1.5M  1Page    HIONDXAMMUNMIRsN  Board of Trustees  Mrs. McBeth highlighted federal legislation being tracked, including the Infrastructure Investment and Jobs Act. She said there is particular interest in the $42.5 billion for board-band equity access and deployment program. The University is currently working on a submission for funding. In closing, Trustee Dortch encouraged the Trustees to participate in the National Conference on Trusteeship, April 12-14, 2022. He also stated that the Office of the General Counsel is working on revisions/updates to the Operating Procedures and will have a draft prepared for the February Committee meeting. He asked the Committee to send their suggested updates to Ms. Barge-Miles.  With there being no further business, the meeting adjourned.  2Page    FLORIDAARM UNIVERSITY  Board of Trustees INFORMATION ITEM Governance Committee Wednesday, February 16, 2022 Agenda Item: IV  Subject: Board of Trustees Operating Procedures  Background Information and Summary: The Governance Committee Charter requires sap periodic review of the Board of Trustees Operating Procedures. The Committee will be presented with proposed revisions and will schedule a workshop for a full review and dialogue regarding the  procedures.    FLORIDA UNIVERSITY  AGRICULTURAL AND MECHANICAL  HEAD AR  FIELD  BOARD OF TRUSTEES  OPERATING PROCEDURES  Adopted September 24, 2001 Amendment. Notes are providedas Appendix C    FLORIDA. AGRICULTURAL ANDI MECHANICAL UNIVERSITY  BOARD OF TRUSTEES TABLE OF CONTENTS  ARTICLE1: STATEMENT OFJ PURPOSE.. ARTICLEZTHEBOARD 2.1 Corporation/Comporate Name.. 2.2 Composition/Tnustes. 2.3 Powers and) Duties... 2.4 Corporate Seal. ARTICLE3:OFFICERS OFTHEBOARD 3.1 Officers. 3.2 Selection and Removal. 3.3 Chair.. 3.4 ViçeChair.. 3.5) Executive Officer/Corporate Secretary. ARTICLE#-COMMITTES 4.1 Executive Committee. 4.2 Standing Committees. 4.3 Special Committees ARTICLE: 5:1 MEETINGS 5.1 Regular Meetings 5.2 Special Meetings 5.3 Emergency Meetings 5.4 Notice ofl Meetings 5.5 Quorum. 5.6 Voting Procedures.. 5.8 Rules of Procedure 5.9 Agenda. 5.10 Minutes  VA -  5.7 Meeting by Telephone or Other Communications Media Technology  5.11 Closed Sessions at Publicl Meetings.  ii    5.12 Closed Sessions andl Public Records. ARTICLE6: CODE OF ETHICS 6.1 Conflicts ofl Interest.  ARTICLE7: AMENDMENTSTO THE OPERATING PROCEDURES  7.1 Vote, Notice and Filing! Requirements. 7.2 Written Noticel by Corporate Secretary. ARTICLE8: APPEARANCES BEFORETHE BOARD 8.1 Appearances Before thel Board; Written Communications." 8.2 Public Comments; Timel Limited.. 8.3 Enforcement ofl Decorum ARTIÇLE9: INDEMNIFICATION 9.1 Performânce of Official Duties.. 9.2 Insurance Coverage.. ARTICLE. 10: GENERAL 10.1 Collectiye. Authority and Action. 10.2 Fiscal Year 10.3 Board] Records 10.5 ChiefLegal Officer APPENDICES  10 10  12 2 12 12 12  10.4 Regulation Development, Rulemaking and Policy 10.6 Guidelines for Annual Evaluation of thel President's Performance.  A Audit and Compliance Committee Charter. B Governance Committee Charter C Amendment Notes  16 22 25  iii    ARTICLE 1: STATEMENT OF PURPOSE  The Florida Agricultural and Mechanical University Board of Trustees (hereinafter referred to as the "Board") is vested with all powers and the authority to govern and set policy for "Thel Florida Agricultural and Mechaniçal University," as necessary top provide proper governance: in accordance with the Constitution and laws of the State of Florida and with rules, regulations, and policies oft the Florida Board of Governors, now existing or hereinafter established. In order to promote the effective discharge ofi its obligations and achieve its stated objectives, the Board heréby adopts these Board Operating  Procedures.  ARTICLE 2: THE BOARD  2.1 CORPORATION/CORPORATE NAME - The Board is a public body corporate entitled "Thel Florida Agricultural and Mechanical University Board of Trustees" with all thej powers ofal body corporate underthel laws oftheState of Florida. The Board is a corporation primarily acting as an instrumentality or agency of the State, pursuant to Section 768.28, Florida Statutes, forthe 2.2 COMPOSTTONTRUSTES The Board shall be comprised of thirteen (13) members, six (6) of whom shall be appointed by the Governor and five (5) of whom shall be appointed! bythe Floridal Boardof Governors. TheP Presidentoft the Student Government Association and the University Faculty Senate President shall serve ast trustees during theirterms ofoffice. The appointed members oft the 2.2.1 Trustees shall serve for staggered 5-year terms, and may be reappointed 2.2.2 The Governor or Florida Board of Governors may remove'a Trustee for cause. Failure of a Trustee to attend three (3) consecutive regular Board Meetings in any fiscal year may also be grounds for removal by the Goyernor or Floridal Board of Governors, as appropriate. 2.2.3 The Governor or Florida Board of Governors shall filll Board vacancies by 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 2.3 POWERS AND) DUTIES The Board shall serve as the governing body of "The Florida Agricultural and Mechanical University." It shall select the President of "Thel Florida Agricultural and Mechanical University" to serve att thej pleasure of the! Board and shall hold the President responsible for the; HUniversity's operation and management, performance, its fiscal accountability, and its compliance with  purposes of sovereign immunit  Boards shall be confirmed by the Florida Senate. fora additional terms.  appointment, as appropriate. Statutes.    federal and state laws and ules regulations of the Board of Governors. The Board shall have the power to carry out all 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 and with the rules and regulations oft thel Board of 2.4 CORPORATE 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 affix the seal on any document signed on behalf of the Board. Permission may be granted by theCorporate Secretary forthe use of thes seal. in the decoration of any University building or inother special  established.  Governors, tof fulfill its obligations under the law.  circumstances.  ARTICLE 3: OFFICERS OF THE, BOARD Executive Officer/Corporate Secretary.  3.1 OFFICERS- The Corporate Officers oft the Board are the Chair, Vice Chair, and 3.2 SELECTION VACANCIES, and REMOVAL- Thel Board shall select its Chair and Vice Chair from the appointed members at its first regular meeting after. July in odd numbered years. The Chair shall serve for two (2) years and may be reselected for one (1) additional consécutive 2-year term. For each consecutive term beyond two terms, the Board Chaifafter 7-day notice to the Board, may seek reselection fThe Chair must receive by an affirmative vote of no less than two-thirds (2/3) oft the members of thel Board tos serve bevond two terms. 3.2.1 The Chair and Vice Chair may be removed after reasonable: notice by an affirmative vote ofnol less thant two-thirds (2/3) oft thei members of the Board. 3.2.2 Prior to-mominations during the full Board meeting referenced above, Section 3.2 oft thel Board.Operating Proceduresandench. trustee's term expiration 3.2.3 Officer Vacancies- A vacancy in the Chair or Vice Chair position, prior to the expiration of the two-vear term of the incumbent. shall_be deemed to occur upon the death. resignation. or removal of the incumbent. Resignation occurs upon the incumbent's acknowledgment in writing that thev intend not to perform.or will be unable to perform, the material duties of the position. The Corporate Secretary or designee shall notify the Board upon the occurrence ofa vacancy. A vacancy of the Chair or Vice Chair  date, will bei read intot ther record.  2    shall be filled at any time bya majority vote of the Board upon recommendation of the Governance Committee. The trustee filling a vacancy in the unexpired term of Chair or Vice Chair shall serve for the remainder of the term for which they filled. and election or reelection shall take place at the) Board meeting designated in Article3.2. 3.3 CHAIR The duties of the Chair shall include presiding at all meetings of the Board, calling special meetings of the Board, attesting to actions of the Board, appointing members ofs standing or other committees, accepting service of process in alls suits filed against the Board,'and serving as the spokesperson for the Board. The Chair shal) perform such duties in consultation with the University Governors, as applicable, when a Trustee has three (3) consecutive unexcused absences from regular Board Meeting in any fiscal year. 3.4 VICE CHAIR The duty of the Vice Chair shall be to act as Chair due to the vacancy, absence ord disability oft the Chair. 3.5 EXECUTIVE OFFICER/CORPORATE SECRETARY - the University President shall serve as! Executive Officer and Corporate Secretary oft the Board. The Corporate Secretary shall be responsible forproviding notice ofa all 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, resulations. resolutions rules, orders, papers, and documents pertaining to the business and proceedings of the Board; be the custodian of the corporate seal; be the Board's records custodian; andi in the absence ofthe Board Chair, accept service of process in all suits filed against the Board. The Corporate Secretary may designate an individual tos serve as Assistant Corporate Secretary to 3.5.1 The University President's specific powers and duties are enumerated in Board Regulation 1.021412, as now orl hereafter amended. students, and direct support organizations oft thel University.  Commented [TSR1]: Dov wewisht tol have Chair's vacancyf filled by Vicec chaira ass statedi in Article3.4? Vacancyi isn'tdefined. Ifso. TheViceChair then-serving. ifany, shallf fillt thev vacancyi ina and succeedt tothep position ofChair upon avacancyi int thatp position. A vacancy ofthe ViceChairs shallb bef filleda atanyt timeb byamaiority Committec. voteo ofthe Board Thet trusteef upont Tecommendation filling avacancyi int oft the theu Govemance unexpiredtermof Chairor ViceChair shalls servef fort ther remainder ofthetermf for  uset thef following:  President. The Chair shall provide) written notice to the Governor or Board of which Board theyf mecting filled. desienatedi andelectionor inA Article3.2. reelections shallt takep placeatthe  Commented [TSR2]: Vacancyi is-not defined. Sce3.2above. Should wea amendtos statet temporary absenced or disabilitys solely?  thel Board.  Commented [TSR3): Manyo oftheo others sus boardb bylaws have aparagraph onp president's sduties:  3.5.2 As Executive Officer, the President shall serve as the principal liaison ofthe Thel University University. Presidents TheUniversityl shalls servea President ast the ChiefE shall ber Executive responsible Officer for officer and official' contact between the Board and the façulty, staff, theo operationa anda administration ofthel University, including  the efficienta University ande effectiveb tos accomplishi budget andp its cducation programa missions administration. andg goals, leading monitoring educational andfi financial performance, consulting with making the Boardinat andf fiduciary timely mannero functions. onr ands matters serving appropriatetoit asthel University's itspolicy- key spokesperson. Thel Presidents shall! havet thes authoritytoc execute all  3.6 PRESIDENT- The University President shall serve as the Chief Executive Officer of the University. The University President shall bei responsible for the operation program administration, leading the University to accomplish its education missions and University. goals, monitoring educational and financial performance, consulting with the Board in a  and administration of the University, including efficient and effective budget and law,t documents the onb behalf ofthet Standards. Universitya andt thel andti besti theE interests Board consistenty ofthe with  3    timely manner on matters appropriate toi its policy-making and fiduciary functions, and serving as the University's key spokesperson. The President shall have the authority to execute all documents on behalf of the University and the Board consistent with law, the  Governance Standards, and the best interests oft the University.  ARTICLE 4: COMMITTEES  The Board shall establish standing and ad hocispecial committees, as it deems committees and their chairs and vice chairs Vacancies in the positions of committee chairs and committee vice-chair mav befilled by appointment of the Chair atany timea as necessary Members ofthe committees shalll hold office until the appointment of their successors. Unless specifically delegated. or as otherwise provided in these Operating Procedures, the authority to act on all matters is reserved to the Board and the duty of each committee shall be to consider and to make recommendations to the Board upon.I matters referred toit. Each committee: shall have a written statement ofj purpose and primary responsibilties or a charter as approved by the Board. The chairs of all committees shall perform their. dutieslconsulatien. with the Universitv President 4.1 EXECUTIVE COMMITTEE- The Executive/Committe: shall consist ofseven (7)Trustees. which shall include the Board Chair and Vice Chair, the chairs of the Academic Affairs and Student Affairs Committee, Audit and Compliance Committec, Budget/Finance and Facilities Planning Committee, Governance Committee Student ACa Plenning Committee and Direct Support Organization (DSO) Committee. The Corporate Secretary shall be an ex-officio member without a vote and not counted as part of a quorum for purpose of transaçting business. Each Committee member shall serve for a term 4.1.1 Thel Executive Committee. shall meet upon the call oft the Board Chair to conduct its business as the Board Chair and Corporate Secretary may 4.1.2 The Executive Committee has the authority of the Board to act between regular Board meetings on matters which are cither ministerial or which must be decided before the next Board meeting. The actions of the Executive Committee shall be reported to the Board at its next regular Board meeting and shall be confirmed and approved by the Board, if  appropriate to dischargeits responsibilities., The Board Chair shall appoint members of Commented [TSR4): Consideri incoroporating: "Each  committees shall consist ofnol lesst thant three members."  (or designated dhinistrathchakumo  Commented [TSR5]: Consideri incoroporating: All who arer notr membarsofapatizulare committeea arei invitedto attend thatc committee meeting andn mayo comment. butn notv vote,o onr matters beforet thec committee Commented [TSR6]: Considers stating" thec chairsofalls standing committees wills serve onthee executive committee. Notel DSOisnot astanding committee.  oftwo (2), years.  determine, and minutes shall bet taken.  required.  4.2 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 for a term of  4    two (2) years. Unless specifically delegated and except as otherwise provided in these Operating Procedures, authority to act on all matters is reserved to the Board, and the duty of each standing committee shall only be to consider and maker recommendations' tot thel Board upon matters referred toi it. 4.2.1 Academic and Student Affairs Committee- The. Academic and Student Affairs Committee shall be responsible for oversight of educational policies and programs, and policies relating to student affairs, including athletics. Its shall review and considerpolicies relating toi 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, student life, extracurricular activities, student health, career resources, and student financial affairs. It shall make recommendations to the Board on these and other matters referred toi it by thel Board. Its shall makereports to 4.2.2 Audit and Compliance Committee The Audit and Compliance Committee shall be responsible for reviewing and reçommending to the Board policies affecting internal. controls, accountability. and audit. The Audit and Compliance Committee shall have access to internal and external auditors to assess their performance, the scope ofaudit activities and the adequacy of the system of internal accounting controls to ensure compliance with state and federal laws, regulations and requirements. Interal auditors shall report to the President for administrativesuport and shall report to the Board as tot thej process and content oft theirinternal audit reports. The committee shall make reports to the Board. The committee'sn responsibilities shalli include, but not be limited to: Reviewing internal audits oft the University; . Reviewing external audits performed by the State Office of Auditor General and other independent auditors, together with the University's responses and corrective actions; iii. Advising the Board on all aspects ofi internal and external audita and the adequacy of accounting procedures, systems, controls, and financial reporting in accordance with laws and regulations of the iv. Reviewing compliance reports of the University of all laws and regulations pertaining to matters such as research, environment, occupational health and safety, fiscal affairs, including the system ofr reporting established! byt thel University; and Recommending changes to the. Audit and Compliance Charter.  the Board.  state;  5    4.2.3 Budget/Finance and Facilities Planning Committee - The Budget/Finance and Facilities Planning Committee shall bei responsible for oversight of all policies relating to the tinancial affairs of the University, and overseeing the University's physical assets (e.g. land, buildings, infrastructure and equipment). It 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, and the schedule of tuition, fees, and other student charges, and makei recommendations tot thel Board on these and other matters referred to it by the Board. This committee also shall, monitor the University's financial operations, debt level, and investment performance, if any. It shall make reports to the Board. The Committee's responsibilities shall 1. Reviewing proposed additions of and accepting new facilities, and reviewing proposed additions and renovations of existing facilities, after having evaluated. appropriate utilization of existing available space and taking into consideration master plans, infrastructure, traffic, parking, appropriate land use and the effect upon overall. University operations, both to'include façilities of direct support organizations (DSOs), and other affiliated corporations oft the University; ii. Reviewing annually the Capital Improvemént! Program list for funding by the Legislature, including the PECO list, and the Capital Improvement Program for all other projects: iii. Recommending appropriate action with regard to real property acquisition, sale, or lease; iv. Recommending the naming of facilities; V. Reviewing and approving the Campus Master Plan; and vi. Reviewing and approving debt finançing for property.  alsoinclude, but notl bel limitedt to:  4.2.4 Governance Committee-The Governance Committee isresponsible for reviewing and making recommendations to the Board on various Board functions. The Committee's responsibilities shall inçlude, but not be i. Apreving-emnwalk. Peripticanlvreviewins the charters for standing Beard committees; ii. Reviewing periodically Board Operating Procedures; ini. Initiating Board training when appropriate; iv. Overseeing the performance evaluation processes of  limited to:  the Board of Trustees Evalustingthe-Boards  perfermanee; The) President.  Ealuatingthe-Preidentsperformanee: VI, Periodically reviewing Board of Trustees' governance;  6    vii. Overseeing University collective bargaining agreements; vili. Recommending Board regulations pertaining to the employees of the University and overseeing public and ix. Providing oversight concering these matters and makinge 4.2.5 Strategic Planning and Performance Measures Committee - The Strategic Planning, and Performance Measures Committce 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 i. Reviewing the University's strategic plan, and making proposed revisions when appropriate; ii. Making recommendations. to the Board regarding the implementation ofti thes strategic plan; ii Assessing the progress made in achieving strategic goals and objectives: iv. Reviewing the Board of Governors ten performance-based funding metrics, including the Univetsity-specific metric chosen by the Board of Governors and the University- specific metric chosen by the Board ofTrustees; V. Assessing the University's performance funding initiatives and' metric scorest to ensure that the University is striving to excel and improve on key metrics; and vi. Making additional recommendations. and reports to the Board, as appropriate.  governmental relations; and reports to the Board as appropriate.  limitedt to:  4.3 AD HOCISPECIAL COMMITTEES - The Board Chair may establish such Special Committees as deemed necessary for the orderly conduct of the business of the Board. Special Committees shall have powers and duties and period of service as the Chair may determine; however, no Special Committee shall be created to act uponi matters within thej purview ofas standing committee.  ARTICLE 5: MEETINGS  All meetings of the Board and its committees shall be open to the public and all official acts of the 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 Committee meetings, as appropriately noticed. Thej provisions of Section 24, ArticleIof the Florida Constitution and Chapter 286, Florida Statutes, shall govern Board and  committeei meetings.  7    5.1 REGULAR. MEETINGS Regular meetings of the Board shall convene at least four (4)t times each year, or as needed, ata a date, time, and place designated by the Board. At the discretion of the Chair/Board, meetings may be held virtually or bv other communication technology allowing participants tol be heard and the public to hear all participants. The schedule of meetings is available on 5.2 SPECIAL MEETINGS Special meetings of the Board, including hearings and workshops, shall bel held at the call of the Board Chair or upon request of seven (7) trustees members-of-the Beard. The Board Chair shall designate the date, time, and place of such meetings. The Corporate Secretary shall send. written. purpose of the meetings. No matter may be considered at any special meeting callf fort then meeting. that was noti included in the call oft the: special meeting, except bvanaffirmative 5.3 EMERGENCY MEETINGS - Emergency meetings of the Board or its Committees shall be called by the Board Chair or upon the request of seven (7) trustees mgber-afs-Rea, upon. such notice as is reasonable under the circumstançes, whenever, int the opinion ofthel Board Chair or upon thei request of seven (7) trustees members of the Board, an issue requires immediate Board action. The Corporate Secretary shall notify the Board in writing upon the first and subsequent requests by members of the Board 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, stating the date. time, and place ofthe meeting and the purpose for which the meeting has been called. No other business will be transacted at the meeting, unless additional emergency matters are agreed to by a majority of the Trustees in attendance. The minutes of each emergency meeting will reflect the manner and method by which notice of such emergency meeting was provided to each Trustee and will state the actions taken and thes specific facts 5.4 NOTICE OF MEETINGS Notice of mectings of the Board shall be given by posting a notice ofthe time, place, date, and general purpose of the meeting ont the University's website not lesst than seven (7) days prior to the meeting. The media may also ber notified through aj press releasei issued byt the University whenever an 5.5 QUORUM A quorum for the transaction of business shall consist of seven (7) Trustees. A quorum having been established, no business shall be transacted without a majority vote of all Trustees present. except as otherwise provided  thel Board website.  Commented [TSR7): Special mectings oftheE Board. including  notice ofsuch special meetings to all Trustees, along with a statement of the members hearings andy ats suchd workshops, dates. times mayb andp bec calledbyti places as theC may Chairo bes specifiedint ora anys seven(7) the  voteofan majority of theTrustees at the meeting.  and reasons for calling the emergency meeting.  Commented [TSR8]: Consider: Board'swebsites andu University  Calendar  emergency meeting is scheduled.  int thesel bylaws.  8    A quorum for all standing and special committees shall consist of a majority of the committee, except that in no case shall the number be fewer than two (2). A guorum having been established. no business shall be transacted without a 5.6 VOTING PROCEDURE. No business will be transacted without an affirmative vote of the Board, and a majority vote ofa all the members oft thel Boardi ist required for establishing policy, for making rules and regulations, for appointing and removing thel President, and for approving or terminating programs. Each Trustee shall have one (1) vote. A vote shall be recorded or counted for each Trustee present, except when, with respect to such Trustee, there is or appears to be, 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 5.6.1 Proxies The use of proxies for purposes of determining aquorum, for 5.7 MEETING BY TELEPHONE OR OTHER COMMUNICATIONS MEDIA TECHNOLOGY. With proper public notice, the Board or its Committees may participate in meetings by telephone conference call and other communications media technology, whereby all Trustees participating in the meeting can hear each other at the same time, to conduct business in the same manner as if the 5.7.1 The notice of any meeting, which is to be conducted by means of communications: media technology, will state where and how members of 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 Beard-is- eAeTFFnSe that hemetinglimewilesealarNelnetielhemeigiseedueloseowm: 5.9 AGENDA The agenda for each meeting of the Board shall be prepared by the Corporate Secretary, in consultation with the Board Chair. The agenda shall be prepared: ins sufficient time prior to thei meeting to ensure that a copy oft the agenda will be provided to the Trustees at least fourteen (14) days in advance of the regular meeting and as soon as practicable for special and emergency meetings. Supporting documentation shall be prepared in sufficient time prior to the meeting to ensure that 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 a supplemental or revised agenda to the Trustees prior to the meeting, ifadditional items or supporting documentation' become available.  majority vote of all committee members present.  requirements in Section 112.3143, Florida Statutes. voting, orf for any other purposei is prohibited. 5,6.2 Mail- voting by mail is prohibited.  procecding werel heldi inj person.  thej public may. gain access to the meeting.  9    5.9.1 Addendum to Agenda. Any Trustee may, at any regular meeting, propose an addendum tot the agenda. Thel Board may, by a majority, vote too consider and tot takei final action on the addendum tot the agenda. 5.9.2 Consent Agenda and Action. Items. At regular meetings oft the Board. the Board shall vote on matters appearing on the Consent Agenda in its entirety, unless an individual Trustee requests that a separate vote be taken on a particular item. A separate vote shall be taken on each item 5.10 MINUTES The Corporate Secretary shall be responsible for recording the detailed minutes of any Board or Committee meeting, including a record of all votes cast and attendance of each Trustee, and promptlytransmiting: a copy ofthe 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' website: nol later than two (2)weeks after the Board Meeting. 5.10.1 A court reporter shall be present at each Regulàr Meeting oft the Board. A permanent record of each Regular Meeting of the Board shall be  appsatingasan.Action Item onthe Agenda.  maintained.  5.11 CLOSED SESSIONS AT PUBLIC MEETINGS - The Board may conduct çlosed sessions when it meets to consider. or discuss pending litigation with the Board attomey, pursuant to Section 286.011(8), Florida Statutes, as now or hereafter amended; collective bargaining matters pursuant to Section.447.605, Florida Statutes, as now or hereafter amended; matters related to the evaluation ofa claim filed with or offers of compromise of claims filed with thel University's risk management) program, pursuant to Section 768.28, Florida Statutes, asnow or hereafter amended or to hear challenges to the content of student records and reports: and security of data and information technology and systems pursuant to Section 1004.055(2). Florida Statutés. as now or hereafter 5.12 CLOSED SESSIONS AND PUBLIC REÇORDS The minutes of attorney- client sessions and risk management meetings shall be exempt from public disclosure until termination of the litigation and settlement of all 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  amended.  be exempt from disclosure. ARTICLE 6: CODE OF ETHICS  6.1 CONFLICT OF INTEREST Trustees stand in ai fiduciary relationship to the University. Therefore, Trustees shall act in good faith, with due regard to the interest of the University, and shall comply with thei fiduciary principles and laws  10    set forth in the Code of Ethics for Public Officers and Employees, Sections 112.311-112.326, Florida Statutes, and Board 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; and exemptions. The Board shall adopt a written conflict of interest policy, which shall be reviewed periodically: and revised as necessary. Each Trustee shall annually  complete and sign ac disclosure form.  ARTICLE 7: AMENDMENTS TOTHE OPERATING PROCEDURES 7.1 VOTING, NOTICE AND FILING REQUIREMENTS. The Board shall review its Operating Procedures periodically annually, The Board'sOperating Procedures may" be amended or repealed at any regular meeting of the Board by an affirmative' vote ofr no less than two-thirds (2/3) of the members of the Board, provided that written notice and a copy of any proposed amendment or repeal are filed with the Corporate Secretary of the Board and mailed or emailed to each Trustee at least seven (7) days in advance oft themeeting at whichthe amendment 7.2 WRITTEN NOTICE BY CORPORATE SECRETARY. Itushall be the responsibility of the Corporate Secretary to mail or email written notice_and a copy oft the proposed amendment or repeal to each Trustee atl least seven (7) days in advance ofthei meeting at whicht the amendment or repeal is tol be votedupon. 7.3 SUSPENSION OF OPERATING PROCEDURES Any provision of these Bylaws may be suspended in connection with the consideration/ ofan matter before the Board by an affirmative vote ofnot less than two-thirds (2/3)of  orr repealis tol be voted upon.  ther members of the] Board then serving.  ARTICLE 8: APPEARANCES BEFORE THE BOARD  8.1 APPEARANCES  BEFORE THE BOARD;  WRITTEN  COMMUNICATIONS Individuals or group. representatives who desire to appear before the Board to address a subject within the Board's) jurisdiction shall file a written request with the Corporate Secretary at 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 the item willl bel heard and when the item will be heard. When addressing agenda matters, members of thej public shall confine their comments to the subject of the agenda matter. The  11    Board Chair shall have the authority to limit immaterial, unnecessary, or redundant presentations or requests. Nothing in this section prohibits aj person from filing written communications to the Board in regard to matters then under consideration. However, unsigned communications shall not bei introduced to the Board. The Board Chair may plaçe time limits on any presentation or decline to hear any matter determined byi it tol be out ofi itsj jurisdiction. The Board Chair may recognize any individual or representatives of groups to 8.2 PUBLIC COMMENTS; TIME LIMITED Individuals, organizations, groups or factions who desire to appear before the Board to be heard on aj proposition pending before the Board shall complete a public comment form specifying the matter on whicht they wish tol bel heard. Public comment forms will be available: at each meeting and must be submitted prior to the plenary meeting of the Board. Forr meetings held telephonically, public comment forms can be obtained from the Corporate Secretary and must be submitted prior to the date of the meeting. Organizations, groups, or factions wishing to address the Board on aj proposition shall designate a representative to speak on its behalf to ensure the orderly presentation ofi information to the Board. The Board will reserve a maximum of fifteen (15) minutes during the plenary meeting of the Board to take public comment unless the Board Chair orar majority oft the Board grants additional time. Each person recognized for the purpose of public comments by the Board Chair shall limit his orl her comments to agenda matters currently beforet the Board. The person shall step forward to the podium, and shall give his or her name in an audible tone: for the record. Persons and representatives of organizations, groups or factions addressing the Board during the public comments. section oft the Board meeting shall limit their remarks to three (3) minutes, unless the Board Chair ora majority of the Board grants further time. Time limits may be extended or shortened depending on the number of speakers requesting. to be heard. All remarks shall bes addressed tot the Board as al body and not to any member thereof, nor to members oft the audience. Nop person, other than the Board and the person having the floor, shall be permitted to enter into any debate or discussion, either directly ort through ai member oft the Board, without the permission of the Chair. 8.3 ENFORCEMENT OF DECORUM The University's police chief, or such member of the University's police department as the chief may designate, shall carry out orders andi instructions given by the Chair or by a majority 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 members of the Board. Any person making personal, impertinent or slanderous remarks or who becomes boisterous while addressing the Board or while attending the Board meeting shall be removed from the room ift the police chief or officer is so directed by the Chair, and such person may be barred from further audience with the Board. Unauthorized remarks from the audience, stamping of feet, whistles, yells and  address thel Board.  Commented [TSR9]: Many universities havet thef forma available wisht ontbev ton websiteo maket thisc or theh changea havea aswell? ana addresst to obtaint the form. Do we  12    similar demonstrations shall not be permitted by the Chair, who shall direct the  removal ofs such offenders from the room. ARTICLE 9: INDEMNIFICATION  Commented [TSR10]: Consider thisl language which condensed Individuals or group representatives, whod desireto appear beforet the Boardto addressa asubjecty withint thel Board'sj jurisdiction may submit theirr requestsi in writing at leastt ten(10) daysi ina advanceto the Corporate Secretary,ciol BoardLiaison. 1615N Martin! Luther King.. Jr.) Blvd. Suite 400, Tallahassec, FL3 32307. specifying the agendai item onv whicht therequestor(s) wishest to comment. Commentss shall beg generally! heardat Board Committees. However. when thei itemy willl beh heard. Therew willb bea athree-minutet timel limit Aspermittedb by: section? 286.0114F.S.. theChairo ofthe Board may matter that: does notn relatetoa aparticular agendai item: isnot practicablef meeting:is fora outsidet particular theE Board'sjurisdiction: or wasr mades available apriorv workgroup orc committeer meeting beforet theB Boardtakes The Board Chairr mayr recognize anyi individual or representativeof groupstoa addresst the! Board. Inordert top proceedy with! the essential business ofthel Board ina ano orderly manner. anyi individualo or group representative whoa attemptst to disruptal Boardmecting willb be  thes section.  9.1 PERFORMANCE OF OFFICIAL DUTIES. In any civil action brought against a Trustee for any act or omission arising out of and in the course of the 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 omissions may bes settled prior to or after the filing oft thes suit. 9.2 INSURANCE COVERAGE. The Board may arrange for and' pay for the premium for appropriate insurance to cover all suchl losses and expenses.  performance of his or her duties and responsibilities, the Board may defray all the consultationv Corporate witht Secretaryin the Board Chairv willd determinev whethert thei item financial loss resulting from the lawful performance of hisor her duties and Thet totalt timea allottedf fora allo responsibilities. In the discretion of thel Board, claims based on such actions or bytheE minutes. BoardChair unlessa approved ora amajority ofthe Board.  will be! hearda and ona anyp presentation. declinet toh heara any forp public commenta at action.  shall note exceedfi fifteen  ARTICLE 10: GENERAL  10.1 COLLECTIVE AUTHORITY AND;ACTION- The authority of the Trustees University only by acting together as a Board. No individual member shall commit the Board to any policy, declaration. or action without prior approval of 10.2 FISCAL YEAR The fiscal year of the Board shall commence on. July of each 10.3 BOARD RECORDS Public access to Board records shall be governed by the provisions of Section 24, Article Tof the Florida Constitution" and the Public 10.4 REGULATION DEVELOPMENT, RULEMAKING AND POLICY The Board may adopt, amend, or repeal rules, regulations, and policies consistent with the University mission, with law, and, with the rules and regulations of thel Florida 10.5 CHIEF LEGAL OFFICER The Vice President for Legal Affairs, as Chief Legal Officer, reports functionally to the Chair of the Board and to the Chair of the Governance Committee, and reports both functionally and administratively to  is conferred upon them as a Board, and Trustees bind the Board and the subjectt toa appropriate actionp pursuant tol law.  the Board. year and end on. June 30.  Records Law. Chapter 119, Florida Statutes.  Board of Governors.  thel President.  13    10.6 GUIDELINES FOR ANNUAL EVALUATION OF THE PRESIDENT'S PERFORMANCE- - The policies and procedures outlined in this subsection are intended to promote consistency and objectivity in the Board's approach to evaluating the President's performance and to codify, for future reference, the process. Section 1.001(5)(f) of the Board of Governors' Regulations require each board of trustees to conduct an annual evaluation of the President and that the Chair of the Board of Trustees shall request input from the Chair oft the Board of Governors, whoi may involve the Chancellor, during the: annual evaluation process pertaining to the responsiveness to the Board of Governors' strategic goals and The-Beerd- Cheiiin accordance with theaferementione said Section 1.001(5)(f) oft the Board of Governors' Regulations and Section 4.3 oft the Board ofTrustees eR-Presidential- - AEA previde overseeight over the annual evaluation process. The Committee's  priorities and compliance with system-wider regulation.  Operating Procedures, has-estal responsibilities aret to:  Le-Special the Govemnance Committee will  Reçommend to thel Board annual goals for thel President. Récommende-the- BPeR-en-ammA- F-PA Lead the discussion of the President's annual perlemanse.cyalpation based on the President's achievement of the mutually agroedupon specified. goals and objectives and such other criteria, as the Create or sélect an annual evaluation tool for the Board's approval. tot thel Boarda a copy ofthel President's self-appraisal. Oversee the compilatien ofCompile the evaluative information from  tofNeyA Present-its- written aNENneNsA perommogeralinger Work with the President to provide to the Board a draft ofai mutually Work with the General Counsel to ensure compliance with the Board's  erformanee  Committee deems appropriate. Conduet-an initial each) Board member. Beard appreval. agreed annual goals and objectives. contractual obligations to thel President.  resident's pertermance and-pl'rovide  10.6.1 GUIDING PRINCIPLES FOR ANNUAL: EVALUATION PROCESS The annual evaluation oft the President shall be guided by the following  çore principles. Objectivity  14    Objectivity extends to the criteria to be assessed, the process for completion of the evaluation, and the selection of persons who will Clearly-defined criteria that relate to thel University's Missions The criteria for evaluation encompass an appropriate scope. The criteria include outcome standards that relate the actions of the individual to the mission and, goals of the University as well as process criteria that describe the critiçal behaviors of effective The Board of Trustees 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 to year, however, there are certain job-specific functions for each administrative position that will be evaluated each yearwhether A timetable for evaluation shall be established annually that provides an adequate period for data collection, review. and The Speeial Govemance Çommittee en Presidential Evalubtion-er sueh other ceENesSppeine by-the-Péard-Chair shall be the point of contact for receiving and reviewing the various types of information: relevant to thej jobp pertormance of thel President. Oppertunity fer-response ands self-assessment By-engagingint the-perfemmence   efommancegwals-the: presentationo evidenee-related-to the cempleted-a a yef-assessment ane had an eppertunty-erepense The Governance Committee will review and revise. as necessary, the evaluation process, itself-must be Psalrees-aNd revised as neessark-At-the diseretien-e-the- Beard Chaita committee-will be-assigned ifmies its procedures and policies and makeing recommendations for  participate int the evaluation. & goals  leaders.  selected for emphasis that. year ornot. Well-planned schedule ofi implementation  feedback.  Clear policy for reporting and use  attaimment  se goals unses hasin-efleet,  Review of the evaluation process  continuous improvement.  15    10.6.2 PROCEDURES FOR THE ANNUAL EVALUATION OF THE PRESIDENT- Evaluation oft thel President willl be performed on an annual basis as required by the 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 with the Chair of the Board of Governors pursuant to Section 1.001(5)(f) of the Board of Governors' Regulations, and the President's report of performance  attainment: made at the end oft the fiscal year. Performance Goals and Indicators  ede hel President shall submital list of goals and objectives for the upcoming fiscal year to the Board Chair." The Chair shall disseminate the goals and objectives to the Govemance Committee. ehair ef-the Special Cw-Pela Fwhusayad-ahe committee- as appeinted by the-Chair The Speeial Governarce Committee chair en-Presidentie Evaluation will meet with thel President todiscuss the evaluation process, the President's proposed" pertormance goals and objectives, and any feedback or suggestions by the President that may contribute to the. evaluation process or the performance goals and objectives. The Board and the President shall mutually agree upon the President's performance goals and objectives, in acpordancewith the President's employment: agreement befere Jume30ofeisl-yes The President's yearly individual pérformance goals and suggested specific performance indicators shall be reflective of long-term strategic appeinted-by-t the Beard Chait Porte-unese ehyeatptheesident Midocumgentowna: extemelhe-goalsand indicaters-lert the-current fiseal year were aehieved. S gwtyeSPen Committee-en Presidential Bwliass-sdkniwieainaily, Between July. 1 and September 30 of each year, the President's Annual Evaluation Form, which contains job specific and general performance rating scale items will be distributed to alls stakehelders. and completed by the Board of Trustées. Trustees will also be provided a copy of the Belwem-Jwly-1-amd SeptemberV-oFaseye-Ne-Peident will meet WHHSpiCamierRPeienia Eveluation- eFs sueh-committee s-appeinte-by-lhe-BesChire-deusaeveeNrly-goals  goals for the University. the-Specinl Committee the Beard-Chair  reviewed with the Ghairef aluation eFsueh cemrittee-as  President's Annual Evaluation Form  President's Self-Appraisal. Evaluation Review and Report  16    and hew they-aid-in- meeting the UMe-engnges strategies goals; andtheresulsofthes Presidents-Amnual Evaluation- Form: The Speeial Governance Committee en-Presidential- Evaluation will prepare a summary report using available evaluation data that consists of the completed! Performance Planning Document (goals and indicators), the results of the President Annual Evaluation Form (specific and general respensible for SHomng eepy-et e-reperfsUmAFiPing--aetiviies  items), and thel President's self-appraisal.  The Chair  te-the re  ee-om-Presidential-Evalwation-s  Phist reperw alse be fled ymayeone  e1esttitional- Researeh and,Assessment Payment ofl Performance: Bonus  No later than October 31 of each year, the Board shall take a vote on the payment ofa performance bonus to the President. Upon approval of the Board ofa performance payment, such payment shall be paid within 60 TheSpeeinl Commmitiee-en ientarsalsation Review Conimittee Tes Special Coremitteeon Presidentinl Evaluation- is & peciahgompitee Steblished by the-Beard Chair heBeard Chair ccernne-wi fnemhers ef the eemmitee he Beard Chair seleets the chair the  days.  he Beard e rustees Operating Procederes- enpoins  comhmittee.  ELD  17    Florida A&MI University Boardo ofT Trustees Operating Procedures December 2, 2021 APPENDIX "A"  Florida Agricultural and Mechanical University AUDIT AND COMPLIANÇE COMMITTEE CHARTER  Board of Trustees  1. Purpose  The Board of Trustees has established the, Audit and Compliance Committee (Committee), pursuant to Section 4.2.2 oft the] Board ofTrustees Operating] Procedures. Thej primary function ofthe Audit and Compliance Committee ist to assistt the Board of Trusteesi indischarging its oversight responsibilities for thei financial reporting process, thes system ofi internal control, the audit process, and thel University'sp process for monitoring compliancev with laws andi regulations. The Audita and Compliance Oversight of the University's Enterprise Risk Management (ERM) program designed to ensuret that risks are appropriately identified, assessed, managed, and Oversight oft the University'si internal control structure, to reviewthe effectiveness and reliability ofi its business, financial andi information: system Oversight oft the quality and integrity ofthe University's financial reporting processes to ensure thel balance, transparency, and integrityof published financial Review oft thei internal audit function and overall audit process; Reviewoft the external audits performed by the State Office of Auditor General and otheri independent auditors; Review and approval oft the annual audit plan; Review and approval of the annual compliance program plan; Review oft thel Division of Audita and Office of Çompliance and Ethics annual Review oft thel University's process for monitoring compliance with laws, The Audit and Compliance Committee'srolei is one of oversight, not preparation or operation. Its members rely on the representations oft thel University'ss senior management, the Division of Audit, the Office of Compliance and Ethics, the General Counsel, other committees oft the Board of Trustees, and other professional consultants.  Committee's) principal activities willi include:s  considered ini institutional decision making:  controls; information;  reports; and regulations andy policies.  18    2. Authority  The Audit and Compliance Committee is authorized to: Perform activities within the scope oft this Charter. employed byt thel University. regarding financial reporting.  Appoint, compensate, and overseei the work of any public accounting firm Resolve any disagreements between University management and the auditors Retaini independent counsel. accountants, or others to advise the Committee or assist int the conduct of an investigation, upon approvaloft the! Board of Trustees. Seek anyi information iti requires from faculty, staff, and'students oft the Meet with University management., exteral auditors, or outside counsel as  University. necessary. 3. Organization and Composition  The Audit and Compliance Committee shall be appointed andl be comprised ofr members ofthe Board of Trustees as providedi int thel Board of Trustees Operating Procedures. The members will bei freei from anyt financial, family or other'material personal relationship, including relationships withi members of University management, University auditors, and other professional consultants that wouldi interfere with the exercise oft their independence from University management or thei institution. A majority ofthe Audit and Compliance Committee members will bei financially literate, withlat least one University staff liaisons are the' Vicel President for Audit, Chief Compliance and Ethics Officer,andi the Vice President for Finance and Administration,  member designated! as a "financial expert."  4. - Meetings  The Audit and Compliance Committee will: meet atl least four ()timesannually. Additional meetings may occur as circumstances dictate. The Audit and Compliance Committee willi inviter members of University management, auditors, or others to attend meetings andj provide pertinent information: as necessary. The meetings will be open to thej public. Meeting agendas and appropriatebriefing: materials willl be prepared and  providedi in advance to Committee members. 5.1 Responsibilities and Duties  The Audit and Compliance Committee believes its policies and procedures should remain flexiblei in ordert tol best react to changing conditions and provide reasonable assurances to the Board ofTrustees that the scope of audita activities andi the adequacy ofthes system of  19    internal controls ensure compliance with state andi federal laws, regulations, and requirements. The Audit and Compliance Committee: shall maker reports to thel Board of Trustees, as ito deems necessary. In addition tot the duties as providedi int the Board of Trustees Operating Procedures, the Audit and Compliance Committee will fulfill their 1.A Adopt a Charter that is approved by theBoard ofTrustees that specifies its scope of responsibility, process, etc. The Charter shall bereviewed: ast necessary, but at] least annually, with recommended: revisions being submitted: tot the Board of1 Trustees for 2. Maintain minutes and/or other records of meetings and activities. 3. Report Committee. actions tot thel Board of Trustees with such recommendations as the Conduct or authorize investigations into any matters within the Committec's scopec of responsibilities. The Committee shall be empowered tor retaini independent accountants, counsel or others tos assisti int the conduct of any investigation,' upon 5. Review andi monitor thei implementation ofUniversity management's responsesto 6. Require the Vicel President of Audit and the ChiefÇompliance: and Ethics Officerto 7. Confirm annually that all responsibilities outlinedi in this Charter have been carried 8. Review any reports issued by the Universityt that: relatet to the. Audit and Compliance 9. Perform other governance oversight as assigned byt thel Board of Trustees. 10. The Vicel President for Audit (as the Chief Audit Executive) andt the Chief Complianceand Ethics Officer report functionally tot the Chair oft thel Board of Trustees and tothe Chair oft the Audit and Compliance Committeeof the Board of Trustees andi reportsyadministratively tot thel President. 11. Provide and open avenue ofcommunication' between the Vicel President of Audit, the Chief Compliance: and Ethics Officer, the Chief Risk Officer, extemal auditors, and 1. Review and approve the annual: risk-based: internal audit plan, ensuring thati it addresses1 key areas ofrisk. Review the internal audit activity's! performance: relative  duties andi responsibilities as follows:  A.G General  approval.  Committee may deem appropriate. approval oft the Board of Trustees. audit recommendations.  report in writing annually on the activities oft their offices.  out.  Committee responsibilities.  thel Board of Trustees. B. Internal. Audit tot thej plan.  20    2. Approve andj periodically review the Charter, staffing, and activities of thei internal audit activity function to ensure they comply with professional. standards and address 3. Review as summary ofs significant findings and recommendations of completed interal and extemal audits, including University management'si response and time frame for corrective. action, to ensure appropriateness of actionst taken. 4. Obtain ap periodic progress report on the: status ofe executing thei internal audit plan and approve major changes or deviations from the approved audit plan. 5. Determine the degree ofi implementation ofp past audit recommendations and the sufficiency ofo corrective actions takeni in'addressing those recommendations. 6. Approve decisions regarding the appointment and removal ofthe Vicel President of Audit. Ensure there are no unjustified restrictions or limitations, and concuri int the appointment, replacement, or dismissal ofthe Vicel President of Audit. 7. Review with the Vicel President of Auditt the internal audit activity budget, resource plan, activities, and organizational structure of the internak audit function. 8. Within 60 days after the end of each fiscal year, review thej performance oft the Vice President of Audita and concur with the annual compensation and salary adjustment. 9. Discuss with the Vicel President of Audit any difficulties encountered: in the courseof audits andi investigations, inçluding restrictions on the scope of work or access to 10.Review the effectiveness of thei internal audit function, including theresults ofthe 11. Identify areas warranting improvements, if any, andi make policy récommendations to 12. TheChair of the Audita and Compliance Committee, or designee, should meet'with the) Vicel President of Audit regularly to discuss confidential matters. 13.1 Propose adequate controls and guidelines for receiving complaints regarding accounting controls and reports off financial fraud. C. Compliance with Laws, Regulations and Policies 1. Reviewt the effectiveness oft the system for monitoring compliance-withi laws and regulations and thei results of University management' si investigation and follow-up of any non-compliance or fraudulent activities. 2. Obtain regular updates from University management, the Chief Compliance and Ethics Officer, andl legal counsel regarding compliance matters that mayl have a material impact ont thel University's operations, financial statements, programs, or 3. Review and approve procedures for thei receipt, retention, and treatment ofc complaints 4. Review thei findings of any examinations by state andi federal regulatory agencies.  emerging auditi issues.  required information, and anylack of cooperation. quality assurance program. the Board ofTrustees.  compliance policies.  regarding financial or operational matters.  21    5. Review thej programs and policies oft the University designed by its management to ensure compliance with applicable laws andr regulations, andi monitor thei results of Review results of thel University's monitoring and enforcement of compliance with University standards of ethical conduct ando conflict ofi interest policies. 7. Review with the Chief Compliance andl Ethics Officer the compliance function, budget, resourcej plan, activities, and organizational structure. 8. Discuss with the Chief Compliance and Ethics Officer any difficulties encountered in thec course of investigations, including restrictions on thes scope of work ora access to required information, and any lack of cooperation. 9. Identify areas warrantingi improvements, if any, andi make policy recommendations to 10. The Chair oft the Audit and Compliance Committee, or designee, should meet with the Chief Compliance: and) Ethics Officer regularly to discuss confidential matters. 11. Propose adequate controls and guidelines for receiving complaints regarding matter Review with University senior management, the Division of Audit, and otheri relevant 1. The effectiveness oft the University'sprocess: fori identifying andi responding to significant financial, operational. reputational, strategic and regulatory risks or exposures and University management" s plans and efforts to monitor and control such 2. Thee effectiveness oft the University'si internal controls, including the status and adequacy ofinformation systems and seçurity and other relevant matters. 3. Majorrisksi identified and other signifiçant risk management issues that may require 4. Thel University'si insurance coverage andt the process used tor manage anyuninsured University management isr responsible fort thej preparation,' presentation, andi integrity of the University's financial statements and for the appropriateness oft the accounting principles andi reporting policies used byt the University. Thei following shall bet the principal duties and responsibilities oft the Audit and Compliance Committee regarding 1.1 Review annual audited financial statements with University management and ensure that significant findings and recommendations: madel by auditors and University management'sr response are received, discussed and appropriately acted on.  compliance efforts.  thel Board of Trustees.  within the compliance function. D. Internal Controlsand. Risk Management offices and committees:  risks. action. risks.  E.Financial Statements and Reports  financial statements.  22    2. Makei inquiries and an assessment of University management and auditors concerning the adequacy and effectiveness oft thel University'ssystems of financial reporting andi internal control system, including information technology security and 3. Discuss with thel University's financial manager, State Auditor General and other outside consultants the appropriateness of accounting principles used! byt the University, University Direct Support Organizations, and Intercollegiate Athletics. 4. Review thea audit report on Federal Awards asi required by OMB Circular A133. 5. Review the annual audit reports of University Direct Support Organizations, including the University managementsresponse and cotrective action plans to address thes resulting recommendations- As necessary, consult witht the University Direct Support Organizations Committee regarding the audit reports. 6. Review annual financial statements and University management letters from audits ofIntercollegiate Athletics, including the correctiveaction; plant to address the 7. Review the adequacy and completeness ofi financial disclosures madel by University management: for reasonable portrayal ofthe University's financial condition. 8. Review signifiçant accounting: andr reporting issues andi recent professional and regulatory pronouncements, and understand theiri impact on thei financial statements 9. Review compliance with federal and state guidelines for financial reporting. 1. Require University management to report on procedures that provide assurancethat theUniversity'si mission and code ofconduct arej properly communicated to all 2. Review the University's code ofc conduct annually and direct University management toe establish as system reasonably designed to assure compliance with the code. 3. Ensurei internal and external auditors have access tor necessary Universityrecords, Periodically, meet with the University's General Counsel to review any legal matters that may have a significant impact on the University's overall financials or operations andi its The Audit Committee Charter previously adopted by thel Board of Trusteesi isl hereby repealed or rescinded effective upon the adoption of this Audit and Compliance  internal control.  resulting recommendations.  oft thel University. F.E Ethics and Business Conduct employees on an annual basis. personnel, spaçe and equipment.  G.Legal  compliance with regulatory agencies. 6.1 Rescission of Prior Board Actions Committee Charter  Adoption of Charter- December. 2, 2021  23    Florida A&M University Board ofT Trustees Operating Procedures June1 10, 2016 APPENDIX"B"  FLORIDA AGRICULTURAL AND MECHANICAL UNIVERSITY  Board of Trustees Governance Committee/Charter  1. Purpose and Objectives  The Board of Trustees has established the Governance Committee, pursuant to Section 4.247 of the Board of Trustees Operating Procedures. The primary function of the Governance Committee is to ensure the integrity of the Board and improve Board performançe. The Governance Committee principal activities willi include: Approving annuelly-the charters fors standing Boardcommittes; Reviewing periodically Board Operating Proçedures; Initiating Board training when appropriate; Overseeingt the performancere revaluation processes for: thel Board ofTrustees Evaluating the Boardperformanee, Periodiçally reviewingl Board of Trustees governance; Overseeing University collective bargaining agreements; Overseeing public and governmental relations; and  thel President. Fyelsingihe-BeareN,  Providing oversight concerning these matters and making reports tot thel Board  as appropriate. 2. Authority  Thel Board authorizes the Committee to:  2.1 Perform activities within the scope ofi its charter. 2.2 Engage advisors asi it deems necessary to carry out its duties. 2.3 Have unrestricted access to management, faculty, and employees of 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 topics that may enhance its understanding oft their activities and operations asi itr relates to the Governance Committee's mission.  24    2.4 Nothing in this Charter shall be construed to limit the authority of the  Board of Trustees or Governance Committee.  3. Organization and Composition  3.1 The Chair of the Board shall appoint the chair and members of the Governance Committee as providedi int thel Board Operating Procedures. 3.2 The Governance Committee will consist of at least three (3) but no more 3.3 Members will serve on the Governance Committee until their resignation orremoval from the Committee by the Chair oft the Board.  than seven (7) members.  4. Meetings, Agendas, and Minutes  4.] A majority of the members of the Governance Committee will constitute a quorum for thet transaction ofbusiness. 4.2 Mectings will beheld not less than.t two (2) times per: year. 4.3 The Govemance/Commite will maintain written minutes ofits meetings. 4.4. The Chair of the Governance Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings. An agenda, together with relevant materials, shall be sent to Governance Committee members at least seven (7) days in advance of the meeting. Minutes ofa all meetings shalll bedrafted' by the staff designee, reviewed by the Governance Committee Chair, and approved by Committee, members  att thei following meeting.  5. Responsibilities and Duties  In addition to theduties as provided in the Board of Trustees Operating Procedures, the Governance Committee will fulfill their duties andi responsibilities asf follows:  5.1 Evaluate- coleetivelyannualy  perfermanee  aMar-mehw-am4  5.1 Assess the achievement of the Governance Committee's duties specified in 5.2 Review the Governance Committee Charter periodically annually and recommend any required revisions to the Board as necessary. Ensure that any revisions tot the charter are approved byt thel Board.  the charter and report findings tot thel Board.  25    5.4 ReePmeReHC-Re-GevemeroHtne: State efPlerida-and- the-Fleride- Beard of Govemois-eandidates: te be Madasnew-Fepeimal-memke-af 5.5 Review and maker recommendations. on matters of] Board governance. 5.6 Oversee thei implementation and effectiveness of the Operating Procedures and other governance documents, and recommend modifications as needed. Annuelly, Periodicallyrevicw, the Board Operating Procedures. 5.7 Oversee and participate in an evaluation of Board effectiveness, including the performance of the Board, Berd-cemmitees ens-Boare-membes 5.8 Develop and provide recommendations to the Board regarding Board member education, new member orientation, and regularly scheduled 5.9 Inform members of eerperate governance "best practices" and make 5.10 Develop and récommend to the Board the number and structure of 5.11 Approve the charters for standing committees ennually 5.12 Fulfill any other responsibilities as assigned by Florida A&M University Board, of Trustees or the Board Chair, and make récommendations and reportsto thel Board as appropriate ont the matters herein.  the Ferida AM-Umivensiy-BowrdeFPustees  annually.  Board member training.  recomimendations tot the Board and its committees.  standing committees.  Adoption of Charter June 10, 2016  26    Florida A&M University Board ofTrustees Operating Procedures December 2, 2021 (formerly Appendix" "B") February 17, 2003  APPENDIX "C" - OPERATING PROCEDURES. AMENDMENT NOTES  June. 30, 2005-1 The following articles ors sections were amended byt thel Board ofl Trustees.  Sections 2.3 and. 3.5.1, amended to eliminate the statutory powers and duties for the Board of Trustees and President, and to provide the applicable Florida Statutes setting out the powers and Section 4.1 Lamended top provide for the Chairo oft the Facilities) Planning Committee: asar member of Section 4.2.3 amended toi include the duties oft the Budget/Finance Committeeto: include" "monitor theUniyersity's financial operations, debt level andi investment performance, ifany." Section 4.2.5 created to provide fort the Facilities Planning Committee asa as standing.committee of the_Board, and toc outline thec duties andr responsibilities ofti thec committee. Preliminary. statement 104 Article. 5, too clarify the' "opent meetings" requirements for the Board and Section 5.2, amended to providet that speçial meetings maybec called byt the Chair or7 members of the Board, for the Corporate Secretary to provide written notice oft the meeting along with a statement of thep purpose oft ther meeting andt tol limit ther meeting toi itss statedpurpose. Section. 5.9.1 created toj permita-Trusiee-to propose an addendum to thes agenda andt tor requireamajority vote oft the Boardt to consider andt take final action on the'addendum. Sections 5.11and 5.12, amended to reference the applicable statutory provisions whichpermit closed sessions oft the Board and tor recognize the limited public records éxemption for artorney- client sessions and risk management, and the public reçords exemption for collective bargaining Article 8 (Appearances before the Board) amended to clarify and distinguish between scheduled appearances and public. comments before the Board. The article provides for a'new section (Section 8.3) which! provides. for thee enforcement of decorum during Board meetings. March. 2, 2006- The following article wasa amended by thel Board of Trustees. Section 3.5.2createdt top providet thel President as thep principal liaison officer and official contact between Board: andt the faculty, staff, students and direct support organizations ofthel University. September 7, 2006- The following articles or sections were amended byt the Boardo ofTrustees. Audit and Compliance Charter ofBOT adopted andi incorporated: as Appendix A. December 8,. 2011-Thei following article was amended byt thel Board ofTrustees. Section 5.3, amended to provide that emergency meetings may be called by the Chair or upon request by7 members oft the Board, and for the Corporate Secretary top provide written notice of  duties oft thel Board ofTrusteesa and thel President. thel Executive Committee.  its committees.  issues.  suchi requests tot thel Board.  August 6, 2012-1 Thef following articled ors section were amended byt thel Board ofl Trustees.  27    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 Section. 5.3, amended top provide that emergency meetings may bec called byt the Chair or upon request by 71 members oft the Board, and for the Corporate Secretary toj provide written notice Article. 3, amended tod designate the Chair oft thel Boards ast thes spokesperson fort thel Board. Article 5, amended to require the presence of the Board attorney or designee at all appropriately: noticed meetings, that the Boardy willber provided ther meeting agenda atl least 14 days prior tot the meeting and materials_will bep provided atl least 7 days prior tot the meeting, Article6, amendedtoi include referenceto FAMU BOT Regulation 1.019. Article 7, amended to require. the Board to review its Operating Procedures annually and Article 4.1. amended to expand the number of Trustees from 6 to 7as members of the Executive Committee; remove the Board Vice. Chair as a member of the Executive Committee; andi includelheCharofihel Direct Support OrganizationCommitee: asa amember Article 4.2.6, created toi include thel Direct Support Organization asas standing committee. Article 8.2, amended tocomply with Section 286.01)4, Florida Statutes Other technical and ministerial changes also were made tor reflect acciracyjeonsischcy and June 10.2015-1 Thef following articles ors sections-were amended by thel Board of7 Trustees. Appendix A, Audit Committee Charler and the Audit Committee Policy and Procedures adopted on August 6, 2012, weret repealed andi replaceda asl hereby incorporated: inAppendix A Augusto 6, 2015- The following: articles or sections were amended1 by thel Board of Trustees Article 10.5, createdt to definet thej jointr reporting relationship ofthe General/Counsel. December 11, 2015- Thef following articleso or sections were amended byt thel Boardof Trustees. Article. 3.4, amendedtoa authorize the Vice-Chairt to act duet tothe* "vacancy" ofthe Chair. Article 4.2.7, creaied toi inçlude the Goverance Committee asas standing committee. Article 5.8, amended to require the Board to make a motion or formally announce that the mectingt time willl bec extended at thet time ther meeting iss scheduled to adjourn. June 10, 2016- The following articles or sections were amended byt thel Board ofTrustees. Article 3.2, amended to define that the Chair may be reselected for one (1) additional consecutive 2-year term by an affirmative vote of no less than (2/3) of the members of the  Appendix A.  October 3, 2013-- The following articles ors sections were: amended byt the Board ofl Trustees.  ofs such requests tot the! Board.  anda addingt theterm "email" where appropriate. addingt thet term' "email"where: appropriate.  January 9. 2014-- The following articles or sections weres amended! byt thel Board ofTrustees.  ofthe Exécutive Committee.  continuity.  Board.  28    Article. 3.3, amended to require that the Chair shall provide written noticet to the Governor or Board of Governors, as applicable, when a Trustee has three (3) consecutive unexcused Article. 5.10, amended to require any Board or Committee meeting the recording ofa all votes cast! by anda attendance ofe each' Trustee, andt to require that such detailed minutes ofa any Board or Committce meeting shall bep postedt to thel University's! Board of Trustees' website nol later Article 10.6, created toi include consistent and objective guidelines for the annual evaluation Article 10.6.1, created to include guiding principles for the annual evaluation process oft the Article 10.6.2. created toi include procedures fort the annual evaluation oft thel President andt the Special Committee onl Presidentiall Evaluation! Review Committee. Appendix B, Governance Committee Charter was adopted on June 10,2016; and hereby Article 4.2.1, amended to combine the Academic Affairs and Student Affairs Committees and Article 4.2.3, amended tocombine the Budget/Finance and Facilities Planning Committees Article 4.2.4, Governance Committee Provision, formerly Article 4.2,7 was renumbered to Article 4.2.4. Note: Article number 4.2.4 was previously assigned tothe Student Affairs Article 4.2.5, created a new Strategic Planning and Performance Measures Committee asa standing çommittee. Note: Article number 4.2.5 was previously assigned to the Facilities Article 4.2.6, removed the Direct Support Organization Committee as a standing committee Article. 5.3, amended to eliminate the 24-hour notice requirement and allows for emergency meetingst to bec called upon notice asi ist reasonable under the circumstances. Article 5.4, amended to allow emergency meeting notices to be posted on the University's website or published in the Tallahassee Democrat newspaper or a newspaper of general circulation in the area where the meeting will take place in lieu ofthe Florida Press Center notice; and allows notice to ther media byap press release. March 8, 2018- The following articles or sections weres amendedbyt thel Board ofTrustees. Article. 5.4, amended toa allow notice oft board meeting notices tob bep posted ont thel University's website solely and removed language regarding publishing in the Tallahassee Democrat newspaper orar newspaper ofg general circulationi in the areay where ther meetingy will take place; and allows noticet tot ther medial byap press release fors scheduled emergency meetings. Seplember19, 2019- The following: articled ors section was amended byt the Board ofTrustees. Appendix A. the Audit Committee Charter adopted on June 10, 2015, was repealed and replaced witht the Audit and Compliance Charter: ask herebyi incorporatedi in Appendix A.  absençes from ar regular Board] Meetingsi in any fiscal year. than two (2) weeks after thel Board! Meeting. ofthel President'sp performance. President.  incorporatedi in Appendix B.  November, 18, 2016- The following articles ors sections were amended by the Board of7 Trustees.  provide updated Committeer responsibilities. and provide updated Committce responsibilities.  Committee. Planning Committee. and designatedit: asas special committee.  Article 5.4.1, deletedi ini its entirety.  29    Article 4.2.2v., Technical. Amendmenti made tor reflecta accuracy, consistency and continuity in ther namec ofthe Charter;" "Audit Charter" changedt to" "Audit and Compliance Charter." December. 2, 2021-7 Thef following article or section was amended by thel Board ofTrustees. Appendix 4, the Audit Committee Charter adopted on September 19, 2021, was amended and replaçed with the Audit and Compliance Charter as! herebyi incorporated in Appendix A. February 17, 2022- Thef following articles ors sections were amended1 byt thel Board ofTrustees.  -  FIELD  30    FLORIDA, A&N UNIVERSITY  Board of Trustees INFORMATION ITEM Governance Committee Wednesday, February 16, 2022 Agenda Item: VI  Subject: Presidential Goals and Evaluation Timeline  Background Information and Summary: The Board ofTrustees conducts an annual evaluation of the president's performance for the prior year. The attached document provides the timeline for setting the president's goals, as well as a separate timeline for conducting the president's  evaluation.  Attachments: President's Goals Timeline  President's Evaluation Timeline    a op  a la a  3    8 C o de 5 > @ R 2 a 0 -    FLORIDAABM UNIVERSITY  Board of Trustees INFORMATION ITEM Governance Committee Wednesday, February 16, 2022 Agenda Item: VIE  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(g) requires governing boards to regularly evaluate their responsibilities and expectations.  The timeline is attached.    =  8