UNIVERSITY OF THE VIRGIN ISLANDS RESOLUTION OF THE BOARD OF TRUSTEES To change in the name of the Committee on Trustees of the Board of Trustees and expand the responsibilities of the Committee WHEREAS, in March 2005, the Board of Trustees of the University of the Virgin Islands amended its bylaws to establish the Committee on Trustees as a Standing Committee of the Board after that committee had existed as an Ad Hoc Committee since 2003, and; WHEREAS, the Committee on Trustees is responsible for the orientation of new trustee, in- service education programs for the Board, board assessment and trustee self-assessment, and the review of best practices in governance, and; WHEREAS, the Committee on Trustees has also become the key means by which the board monitors best practices in governance in other colleges and universities and adopt changes that promise to improve its effectiveness in the oversight of the institution, and; WHEREAS, the Association of Governing Boards of Universities and Colleges (AGB) supports strengthening the role of key standing committees of governing boards and recognizes the important role of the Governance Committee as a Standing Committee at institutions of higher learning, and; WHEREAS, the Committee on Trustees has evolved, and the list of responsibilities of the Committee has expanded at the governing board of many institutions of higher learning, leading them to rename the committee “The Governance Committee”, and WHEREAS, in keeping with best practices for governance in higher education, there is a need to change the name of the Committee on Trustees and to expand the responsibilities of the committee, and; WHEREAS, those additional responsibilities include, identifying talents among trustees that the Board needs to fulfill its goals, providing leadership for board and committee succession planning, honoring and recognizing retiring trustees, and effectively communicating the committee’s responsibilities and achievements. NOW THEREFORE BE IT RESOLVED BY THE BOARD OF TRUSTEES: 1. Article VI, Section 1 – Standing Committees, of the Bylaws of the University of the Virgin Islands is hereby amended to change the name of the “Committee on Trustees” to “The Governance Committee”, and 2. Article VI, Section 1 (g) is hereby amended to read as follows The Governance Committee shall ensure that the Board’s membership and leadership consists of highly qualified and committed individuals; ensure that the regular programs of new trustees and in-service education are maintained; periodically recommend initiatives by which the board shall assess its performance; establish and ensure appropriate standards for the review and assessment of the President’s performance; and review and propose amendments to the Bylaws for the University. In addition, the Committee shall serve as the Board’s agent in reviewing the performance of incumbent trustees and board officers who are eligible for re-election. As often as may be required, the Committee shall identify talents the board needs among its trustees in order to fulfill its responsibilities, assemble a list of qualified candidates for possible nomination to the Board, address board and committee succession planning, honor and recognize retiring trustees, and effectively communicating the committee’s responsibilities and achievements, and review the adequacy of the statement of trustee responsibilities as adopted by the Board. CERTIFICATION The undersigned hereby certifies that the foregoing is a true and exact copy of a resolution approved by the Board of Trustees of the University of the Virgin Islands at a meeting on Saturday, October 26, 2013, as recorded in the minutes of that meeting. October 26, 2013 Secretary of the Board Date