Higher educational institutions, public; appointment and composition of members, powers and duties.

A BILL to amend and reenact §§
2.2-106
,
2.2-107
,
2.2-108
,
2.2-406
,
2.2-507
,
23.1-200
, as it shall become effective,
23.1-1006
,
23.1-1300
,

23.1-1301
,

23.1-1303
,
23.1-1304
,
23.1-1306
,
23.1-1401
,
23.1-1402
,
23.1-1501
,
23.1-1502
,
23.1-1601
,
23.1-1701
,
23.1-1801
,
23.1-1802
,
23.1-1901
,
23.1-2001
,
23.1-2002
,
23.1-2101
,
23.1-2106
,
23.1-2107
,
23.1-2201
,
23.1-2202
,
23.1-2209
,
23.1-2303
,
23.1-2304
,
23.1-2501
,
23.1-2502
,
23.1-2601
,
23.1-2602
,
23.1-2605
,
23.1-2701
,
23.1-2801
, and
23.1-2902
of the Code of Virginia
;
to amend the Code of Virginia by adding sections numbered
23.1-102.2
,
23.1-1303.1
, and
23.1-1303.2
;
and to repeal §
23.1-2504
of the Code of Virginia, relating to public institutions of higher education; governing boards; appointment and composition of members; powers and duties; legal counsel.

Be it enacted by the General Assembly of Virginia:

1. That §§
2.2-106
,
2.2-107
,
2.2-108
,
2.2-406
,
2.2-507
,
23.1-200
, as it shall become effective,
23.1-1006
,
23.1-1300
,

23.1-1301
,

23.1-1303
,
23.1-1304
,
23.1-1306
,
23.1-1401
,
23.1-1402
,
23.1-1501
,
23.1-1502
,
23.1-1601
,
23.1-1701
,
23.1-1801
,
23.1-1802
,
23.1-1901
,
23.1-2001
,
23.1-2002
,
23.1-2101
,
23.1-2106
,
23.1-2107
,
23.1-2201
,

23.1-2202
,

23.1-2209
,
23.1-2303
,
23.1-2304
,
23.1-2501
,
23.1-2502
,
23.1-2601
,
23.1-2602
,
23.1-2605
,
23.1-2701
,
23.1-2801
, and
23.1-2902
of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding sections numbered
23.1-102.2
,
23.1-1303.1
, and
23.1-1303.2
as follows:

§
2.2-106
. Appointment of agency heads; disclosure of resumes; severance.

A. Notwithstanding any provision of law to the contrary, the Governor shall appoint the administrative head of each agency of the executive branch of state government except the:

1. Executive Director of the Virginia Port Authority;

2. Executive Director of the State Council of Higher Education for Virginia;

3. Executive Director of the Department of Wildlife Resources;

4. Executive Director of the Jamestown-Yorktown Foundation;

5. Executive Director of the Motor Vehicle Dealer Board;

6. Librarian of Virginia;

7. Administrator of the Commonwealth's Attorneys' Services Council;

8. Executive Director of the Virginia Housing Development Authority; and

9. Executive Director of the Board of Accountancy.

However, the manner of selection of those heads of agencies chosen as set forth in the Constitution of Virginia shall continue without change. Each administrative head and Secretary appointed by the Governor pursuant to this section shall (i) be subject to confirmation by the General Assembly, (ii) have the professional qualifications prescribed by law, and (iii) serve at the pleasure of the Governor.

B. As part of the confirmation process for each administrative head and Secretary, the Secretary of the Commonwealth shall provide copies of the resumes and statements of economic interests filed pursuant to §
2.2-3117
to the chairs of the House of Delegates and Senate Committees on Privileges and Elections. For appointments made before January 1, copies shall be provided to the chairs within 30 days of the appointment or by January 7 whichever time is earlier; and for appointments made after January 1 through the regular session of that year, copies shall be provided to the chairs within seven days of the appointment. Each appointee shall be available for interviews by the Committees on Privileges and Elections or other applicable standing committee
. For the purposes of this section and §
2.2-107
, there shall be a joint subcommittee of the House of Delegates and Senate Committees on Privileges and Elections consisting of five members of the House Committee and three members of the Senate Committee appointed by the respective chairs of the committees to review the resumes and statements of economic interests of gubernatorial appointees. The members of the House of Delegates shall be appointed in accordance with the principles of proportional representation contained in the Rules of the House of Delegates
. No appointment confirmed by the General Assembly shall be subject to challenge by reason of a failure to comply with the provisions of this subsection pertaining to the confirmation process.

C. For the purpose of this section, "agency" includes all administrative units established by law or by executive order that are not (i) arms of the legislative or judicial branches of government; (ii) institutions of higher education as classified under §§
22.1-346
,
23.1-1100
,
23.1-3210
, and
23.1-3216
; (iii) regional planning districts, regional transportation authorities or districts, or regional sanitation districts; and (iv) assigned by law to other departments or agencies, not including assignments to secretaries under Article 7 (§
2.2-215
et seq.) of Chapter 2 of this title.

D. The resumes and applications for appointment submitted by persons who are appointed by the Governor pursuant to this section shall be available to the public upon request.

E. Severance benefits provided to any departing agency head, whether or not appointed by the Governor, shall be publicly announced by the appointing authority prior to such departure.

§
2.2-107
. Appointment of members of commissions, boards, and other collegial bodies; disclosure of resumes.

A. Except as provided in the Constitution of Virginia, or where the manner of selection of members of boards and commissions is by election by the General Assembly, or as provided in Title 3.2 or §
54.1-901
, but notwithstanding any other provision of law to the contrary, the Governor shall appoint all members of boards, commissions, councils or other collegial bodies created by the General Assembly in the executive branch of state government to terms of office as prescribed by law. Each member appointed pursuant to this section shall be subject to confirmation by the General Assembly and shall have the professional qualifications prescribed by law.

As part of the confirmation process for each gubernatorial appointee, the Secretary of the Commonwealth shall provide copies of the resume and statement of economic interests filed pursuant to §
2.2-3117
or
2.2-3118
, as appropriate, to the chairs of the House of Delegates and Senate Committees on Privileges and Elections
. For the purposes of this section and §
2.2-106
, there shall be a joint subcommittee of the House of Delegates and Senate Committees on Privileges and Elections consisting of five members of the House Committee and three members of the Senate Committee appointed by the respective chairs of the committees to review the resumes and statements of economic interests of gubernatorial appointees. The members of the House of Delegates shall be appointed in accordance with the principles of proportional representation contained in the Rules of the House of Delegates. No appointment confirmed by the General Assembly shall be subject to challenge by reason of a failure to comply with the provisions of this paragraph pertaining to the confirmation process
.

B. The resumes and applications for appointment submitted by persons who are appointed by the Governor pursuant to this section shall be available to the public upon request.

§
2.2-108
. Removal of members of certain boards, commissions, etc.

A. Notwithstanding any provision of law to the contrary, the Governor may remove from office for malfeasance, misfeasance, incompetence, misconduct, neglect of duty, absenteeism, conflict of interests, failure to carry out the policies of the Commonwealth as established in the Constitution or by the General Assembly, or refusal to carry out a lawful directive of the Governor any member of any board, commission, council or other collegial body established by the General Assembly in the executive branch of state government except those boards provided for in subsection
C
D
of §
23.1-1300
, subsection A of §
23.1-3100
, and subsection A of §
23.1-3200
and fill the vacancy resulting from the removal subject to confirmation by the General Assembly.

B. The Governor shall set forth in a written public statement his reasons for removing any member pursuant to this section at the time the removal occurs. The Governor is the sole judge of the sufficiency of the cause for removal as set forth in this section.

§
2.2-406
. Secretary of Commonwealth to report list of appointments requiring confirmation; other appointments; timing; limitations.

A. The Secretary of the Commonwealth shall
periodically
,
once
each
calendar
week
during the interim between
regular
sessions of the General Assembly, present to the
chairmen
Chairs
of the Senate and House Committees on Privileges and Elections
a list of the names
notice
of all persons appointed by the Governor that require confirmation by the General Assembly
.
A
list
shall be presented by June 1, August 1, October 1, and December 1, and

since
the notice
presented

the prece
ding calendar week
. Each such notice
shall include the
names
name
of
all
persons
each person
so appointed
since adjournment or
since the
last required report
notice presented the preceding calendar week
, the position to which appointed, and the person whom the appointee will succeed.

B. The Secretary of the Commonwealth shall report to the General Assembly by December 1 of each year, the number of persons appointed to any state board, commission, agency or authority, categorized by race, gender and national origin. Information on the race, gender and national origin of appointees shall be obtained through voluntary self-identification following appointment. Such information shall be used solely for the purpose of compiling the statistical information required under this section and any personally identifiable information collected under this section shall be confidential and shall be exempt from disclosure under the Freedom of Information Act (§
2.2-3700
et seq.).

C.
The appoint
ment
of any person by the Governor
between February 1 and December 31 of each year shall not be effective for at least 30 days
after the date on which the Secretary of the Commonwealth
presents to the Chairs of the Senate and House Committees on
Privileges and Elections notice
of such appointment pursuant to subsection
A
.

No such
person appointed by the Governor shall
be eligible to take
his oath of office
or be counted toward a quorum
until the conclusion of such 30
-
day period.

§
2.2-507
. Legal service in civil matters.

A. All legal service in civil matters for the Commonwealth, the Governor, and every state department, institution, division, commission, board, bureau, agency, entity, official, court, or judge, including the conduct of all civil litigation in which any of them are interested, shall be rendered and performed by the Attorney General, except as provided in this chapter and except for any litigation concerning a justice or judge initiated by the Judicial Inquiry and Review Commission. No regular counsel shall be employed for or by the Governor or any state department, institution, division, commission, board, bureau, agency, entity, or official. The Attorney General may represent personally or through one or more of his assistants any number of state departments, institutions, divisions, commissions, boards, bureaus, agencies, entities, officials, courts, or judges that are parties to the same transaction or that are parties in the same civil or administrative proceeding and may represent multiple interests within the same department, institution, division, commission, board, bureau, agency, or entity. The soil and water conservation district directors or districts may request legal advice from local, public, or private sources; however, upon request of the soil and water conservation district directors or districts, the Attorney General shall provide legal service in civil matters for such district directors or districts.
The governing board of each public institution of higher education shall be responsible for all decisions relating to the employment of legal counsel for such institution, provided, however
,
that the Attorney General shall provide legal service for a public institution of higher education only (i) upon the requ
est
of the governing board, as defined in
§
23.1-100
, of such institution

or (ii) in accordance with the provisions of subsection
E
of §
23.1-102.2
. Nothing herein shall be construed to prohibit the Attorney General from, upon timely application, intervening as a separate party on behalf of the
Commonwealth in any matter, subject to a showing that the Commonwealth has a separate and independent interest in the matter
.

B. The Attorney General may represent personally or through one of his assistants any of the following persons who are made defendant in any civil action for damages arising out of any matter connected with their official duties:

1. Members, agents, or employees of the Virginia Alcoholic Beverage Control Authority;

2. Agents inspecting or investigators appointed by the State Corporation Commission;

3. Agents, investigators, or auditors employed by the Department of Taxation;

4. Members, agents, or employees of the State Board of Behavioral Health and Developmental Services, the Department of Behavioral Health and Developmental Services, the State Board of Health, the State Department of Health, the Department of General Services, the State Board of Social Services, the Department of Social Services, the State Board of Local and Regional Jails, the Department of Corrections, the State Board of Juvenile Justice, the Department of Juvenile Justice, the Virginia Parole Board, or the Department of Agriculture and Consumer Services;

5. Persons employed by the Commonwealth Transportation Board, the Department of Transportation, or the Department of Rail and Public Transportation;

6. Persons employed by the Commissioner of Motor Vehicles;

7. Persons appointed by the Commissioner of Marine Resources;

8. Police officers appointed by the Superintendent of State Police;

9. Conservation police officers appointed by the Department of Wildlife Resources;

10. Hearing officers appointed to hear a teacher's grievance pursuant to §
22.1-311
;

11. Staff members or volunteers participating in a court-appointed special advocate program pursuant to Article 5 (§
9.1-151
et seq.) of Chapter 1 of Title 9.1;

12. Any emergency medical services agency that is a licensee of the Department of Health in any civil matter and any guardian ad litem appointed by a court in a civil matter brought against him for alleged errors or omissions in the discharge of his court-appointed duties;

13. Conservation officers of the Department of Conservation and Recreation; or

14. A person appointed by written order of a circuit court judge to run an existing corporation or company as the judge's representative, when that person is acting in execution of a lawful order of the court and the order specifically refers to this section and appoints such person to serve as an agent of the Commonwealth.

Upon request of the affected individual, the Attorney General may represent personally or through one of his assistants (i) any basic or advanced emergency medical care attendant or technician possessing a valid certificate issued by authority of the State Board of Health in any civil matter in which a defense of immunity from liability is raised pursuant to §
8.01-225
or (ii) any member of the General Assembly in any civil matter alleging that such member in his official capacity violated the Virginia Freedom of Information Act (§
2.2-3700
et seq.) pursuant to §
2.2-3713
or
2.2-3714
.

C. If, in the opinion of the Attorney General, it is impracticable or uneconomical for such legal service to be rendered by him or one of his assistants, he may employ special counsel for this purpose, whose compensation shall be fixed by the Attorney General. The compensation for such special counsel shall be paid out of the funds appropriated for the administration of the board, commission, division, or department being represented or whose members, officers, inspectors, investigators, or other employees are being represented pursuant to this section. Notwithstanding any provision of this section to the contrary, the Supreme Court may employ its own counsel in any matter arising out of its official duties in which it, or any justice, is a party.

D. Nothing herein shall limit the powers granted in §
16.1-88.03
.

§
23.1-102.2
. Legal counsel; office of general counsel; employment; duties and administration.

A.
The governing board of each public institution of higher education shall have the authority to hire or retain legal counsel for the provision of all legal services
, subject to the provisions of subsection B
, including to
(i)
appear
for
, commence, prosecute, or defend any action, suit, matter, cause, or proceeding in any court;
(ii)
enter
into
, terminate, or alter contracts on behalf of the institution;
(iii)
purchase and sell real estate and other tangible and intellectual property on behalf of the institution;
(iv)
audit, supervise, and administer funds appropriated to the institution by governmental and nongovernmental entities; or
(v)
otherwise provide legal advice and counsel on questions, legal risks, and opportunities
that, as determined by
the governing board, are related to the affairs of the institution.

B.
The governing board of each public institution of higher education shall ensure that any legal counsel it hires or retains using public funds is hired or retained solely for the provision of legal services for or relating to the interests of the public institution of higher education served by such governing board and not for the provision of legal services for or relating to the interests of any private entity, organization, or venture with which such institution may have a partnership or other business relationship.

C.

The governing board of each public institution of higher education shall, in consultation with the chief executive officer, appoint a general counsel to serve as the chief legal office
r
of such institution.
The chief legal officer shall, under the direction of the governing board of such institution, conduct the legal affairs of and provide legal advice and representation for such institution on any matter the governing board determines to be in the interest of the institution. The chief legal officer shall have the authority to contract for and manage outside legal services when deemed necessary and appropriate by the governing board of such institution.
The chief legal officer shall report solely to the governing board and chief executive officer of such institution in conducting and overseeing the legal affairs and services set forth in this subsection.

D. The Attorney General may, in accordance with
§
2.2-507
, appear
for
, commence, prosecute, or defend any action, suit, matter, cause, or proceeding in any court or provide legal advice on questions related to the affairs of the public institution of higher education only upon (i) request of the governing board of such institution or
(ii) the governing board's delegation of authority pursuant to subsection E.

A
pproval of the Attorney General shall be required for any (a)

legal settlement involving consideration in excess of $5 million
and
(b)
agreement with the United States Department of Education or the United States Department of Justice
.

E. Notwithstanding the provisions of subsection
s
A, B,
and
C, the governing board of any public institution of higher education with fewer than 7,500 full
-
time students may choose to delegate all authority conferred pursuant to subsection
A or
C
to the Attorney General in accordance with the provisions of §
2.2-507
. Any such governing board intending to delegate the authority conferred pursuant to subsection A shall submit
notice of such intention
to the Council
and
the Chairs of the
Senate Committees on Finance and Appropriations and Education and Health and the
House Committees on Appropriations and Education
no later than January 1, 2027
,
or by January 1 of the immediately succeeding odd-numbered year thereafter
.
Any governing board intending thereafter
to rescind a prior delegation of such authority made pursuant to this subsection shall

submit notice of such intention to the Council
and
the Chairs of the Senate Committees on Finance and Appropriations and Education and Health and the House Committees on Appropriations and Education no later than January 1 of the immediately succeeding odd-numbered year.

F. The governing board of each public institution of higher education shall report annually to the Attorney General and the Council on such institution's use of outside legal services for or relating to the interests
of such institution. Any information in such report may be altered as necessary to protect the privacy interests of students and faculty and to comply with the federal Family Educational Rights and Privacy Act (20 U.S.C. §1232g). Such report shall include
:

1.
The name of
and total financial amount paid to
each individual law firm
hired or retained to provide legal services relating to the interests of such institution
;

2.
The types of matters handled by outside legal services;

3
. The number of litigation matters handled by outside legal services; and

4
. The total financial cost of outside legal services, disaggregated by the type of matter handled by any such outside legal services.

§
23.1-200
. (Effective July 1, 2026) State Council of Higher Education for Virginia established; purpose; membership; terms; officers.

A. The State Council of Higher Education for Virginia is established to advocate for and promote the development and operation of an educationally and economically sound, vigorous, progressive, and coordinated system of higher education in the Commonwealth and lead state-level strategic planning and policy development and implementation based on research and analysis and in accordance with §
23.1-301
and subsection A of §
23.1-1002
. The Council shall seek to facilitate collaboration among institutions of higher education that will enhance quality and create operational efficiencies and work with institutions of higher education and their governing boards on board development.

B. The Council shall be composed of individuals selected from the Commonwealth at large without regard to political affiliation but with due consideration of geographical representation. Nonlegislative citizen members shall have demonstrated experience, knowledge, and understanding of higher education and workforce needs. Nonlegislative citizen members shall be selected for their ability and all appointments shall be of such nature as to aid the work of the Council and inspire the highest degree of cooperation and confidence. No officer, employee, trustee, or member of the governing board of any institution of higher education, employee of the Commonwealth, member of the General Assembly, or member of the Board of Education is eligible for appointment to the Council except as specified in this section. All members of the Council are members at large who shall serve the best interests of the whole Commonwealth. No member shall act as the representative of any particular region or of any particular institution of higher education.

C. The Council shall consist of 13 members: 12 nonlegislative citizen members appointed
by the Governor
in accordance with this subsection
and one ex officio member.
At least
The 12 nonlegislative citizen members shall be appointed as follows: (i) four members appointed by the Governor,
of whom
one
nonlegislative citizen member
shall have served as a chief executive officer of a public institution of higher education
. At least
,
one
nonlegislative citizen member
shall have served as a chief executive officer of an accredited nonprofit private institution of higher education whose primary purpose is to provide collegiate, graduate, or professional education and not to provide religious training or theological education
. At least
,
one
nonlegislative citizen member
shall have served as a chief executive officer of one of the Commonwealth's historically black colleges or universities as defined in §
2.2-1604
. At least
, and
one
nonlegislative citizen member
shall be a division superintendent or the Superintendent of Public Instruction
;
(ii) four members appointed by the Senate Committee on Rules
; and (iii) four members appointed by the House Committee on Rules
. The President of the Virginia Economic Development Partnership Authority shall serve ex officio with voting privileges.

D. All terms shall begin July 1.

E. Nonlegislative citizen members shall serve for terms of four years. Vacancies occurring other than by expiration of a term shall be filled for the unexpired term. No nonlegislative citizen member shall serve for more than two consecutive terms; however, a nonlegislative citizen member appointed to serve an unexpired term is eligible to serve two consecutive four-year terms. No nonlegislative citizen member who has served two consecutive four-year terms is eligible to serve on the Council until at least two years have passed since the end of his second consecutive four-year term. All appointments are subject to confirmation by the General Assembly. Nonlegislative citizen members shall continue to hold office until their successors have been appointed and qualified. Ex officio members shall serve terms coincident with their terms of office.

F. The Council shall elect a chairman and a vice-chairman from its membership. The Council shall appoint a secretary and such other officers as it deems necessary and prescribe their duties and terms of office.

G. At each meeting, the Council shall involve the chief executive officer of each public institution of higher education in its agenda. The chief executive officers shall present information and comment on issues of common interest and choose presenters to the Council from among themselves who reflect the diversity of the institutions.

H. At each meeting, the Council may involve other groups, including the presidents of private institutions of higher education, in its agenda.

I. As used in this section, "chief executive officer" includes the president of any accredited nonprofit private institution of higher education whose primary purpose is to provide collegiate, graduate, or professional education and not to provide religious training or theological education.

§
23.1-1006
. Management agreement; contents and scope.

A. Each covered institution that complies with the requirements of this article shall have the powers set forth in this article that are expressly included in the management agreement.

B. Each management agreement shall include:

1. A copy of the governing board's resolution in support of a request for restructured operational authority;

2. The institution's express agreement to reimburse the Commonwealth for any additional costs that the Commonwealth incurs to provide health or other group insurance benefits to employees and undertake any risk management program that are attributable to the institution's exercise of restructured operational authority;

3. The institution's undergraduate Virginia student enrollment, financial aid requirements and capabilities, and tuition policy for undergraduate Virginia students; and

4. A statement of the Governor's power to void the management agreement pursuant to subsection E of §
23.1-1007
.

C. There is a presumption that restructured operational authority is not included in the management agreement, and such authority shall only be granted to a covered institution if it is expressly included in the management agreement. The only implied authority that is granted to a covered institution is that which is necessary to carry out the express grant of restructured operational authority. Each covered institution shall be governed and administered in the manner provided in (i) this article but subject to the expressed terms of the management agreement, (ii) the general appropriation act, and (iii) the institution's enabling statutes.

D. Except as specifically made inapplicable under this article or the express terms of a management agreement, the provisions of Title 2.2 relating generally to the operation, management, supervision, regulation, and control of public institutions of higher education are applicable to covered institutions as provided by the express terms of the management agreement.

E. In the event of a conflict between any provision of Title 2.2 and any provision of the management agreement, the provisions of the management agreement control. In the event of a conflict between any provision of this article and an institution's enabling statutes, the enabling statutes control.

F. The provisions of the State and Local Government Conflict of Interests Act (§
2.2-3100
et seq.) that are applicable to officers and employees of a state governmental agency shall continue to apply to the members of the governing board and the covered employees of a covered institution.

G. A covered institution, its officers, directors, employees, and agents, and the members of its governing board are entitled to the same sovereign immunity to which they would be entitled if the institution were not governed by this article.

H. The Virginia Tort Claims Act (§
8.01-195.1
et seq.) and its limitations on recoveries remain applicable to covered institutions.

I. A management agreement with a public institution of higher education shall not grant restructured operational authority to the Virginia Cooperative Extension Service and Agricultural Experiment Station Division, the University of Virginia's College at Wise, the Virginia Institute of Marine Science, or an affiliated entity of the institution unless the intent to grant such authority and the degree to which such authority is granted is expressly included in the management agreement.

J. For purposes of §§
23.1-101
,
23.1-102
,
23.1-103
,
23.1-104
, and
23.1-107
, Chapter 2 (§
23.1-200
et seq.), §§
23.1-306
,
23.1-402
,
23.1-403
, and
23.1-404
, Chapter 5 (§
23.1-500
et seq.), Chapter 6 (§
23.1-600
et seq.), Chapter 7 (§
23.1-700
et seq.), §§
23.1-800
,
23.1-801
,
23.1-901
, and
23.1-1001
, Chapter 11 (§
23.1-1100
et seq.), Chapter 12 (§
23.1-1200
et seq.), subsections
G
H
,
H
I
, and
I
J
of §
23.1-1300
, §
23.1-1302
, and subdivision B of §
23.1-1303
, each covered institution shall remain a public institution of higher education following its conversion to a covered institution governed by this article and shall retain the authority granted and any obligations required by such provisions.

K. State government-owned or operated and state-owned teaching hospitals that are a part of a covered institution as of the effective date of the covered institution's initial management agreement shall continue to be characterized as state government-owned or operated and state-owned teaching hospitals for purposes of payments under the state plan for medical assistance services adopted pursuant to §
32.1-325
, provided that the covered institution commits to serve indigent and medically indigent patients. If such covered institution commits to serve indigent and medically indigent patients, the Commonwealth, through the Department of Medical Assistance Services, shall, subject to the appropriation in the current general appropriation act, continue to reimburse the full cost of the provision of care, treatment, health-related services, and educational services to indigent and medically indigent patients and continue to treat hospitals that were part of a covered institution and that were Type One Hospitals prior to the effective date of the covered institution's initial management agreement as Type One Hospitals for purposes of such reimbursement.

L. Consistent with the terms of the management agreement, the governing board of each covered institution shall assume full responsibility for management of the institution, subject to the requirements and conditions set forth in this article and the management agreement, and shall be fully accountable for meeting the requirements of §§
23.1-206
,
23.1-306
, and
23.1-310
and such other provisions as may be set forth in the management agreement.

§
23.1-1300
. Members of governing boards; removal; terms; faculty, staff, and student members; residency.

A.
Members
Each governing board of a public institution of higher education

shall consist of 18 members
a
ppointed by the Governor.
All members

appointed
by the Governor
to the governing boards of public institutions of higher education shall serve for terms of
four
six
years
, which shall begin on July 1 of the year of the appointment
. Vacancies occurring other than by expiration of a term shall be filled for the unexpired term. No member appointed
by the Governor
to such a governing board shall serve for more than
two consecutive
four-year
terms
one
six-year term
until at least two years have passed since the
end of such six-year term
; however, a member appointed by the Governor to serve an unexpired term is eligible to serve
two
consecutive
four-year
terms
one six-year term
immediately succeeding such unexpired term.
Except as otherwise provided in §
23.1-2601
, all
Ex officio members shall serve a term coincident with their term of office.
All

appointments are subject to confirmation by the General Assembly

and shall be made i
n accordance with the following
requirements
:

1.
The Governor shall submit to the Chair of the Senate Committee on Privileges and Elections by January
1
of each year
or, fo
r any gubernatorial inauguration year, within three days of the Governor's inauguration
a list of each individual that the Governor has nominated for appointment to the governing board of a public institution of higher education
and, for each such individual, copies of the resume and statement of economic interests, as appropriate, pursuant to subsection A of §
2.2-107
.

N
o
person appointed by the
Governor shall be sworn in or assume a position on a governing board except upon confirmation by the General Assembly
.
Members appointed by the Governor to the governing board of a public institution of higher education shall continue to hold office until their successors have been
appointed and
qualified.
Ex officio members shall serve a term coincident with their term of office
.

confirmed by the General Assembly. The confirmation of any member appointed by the Governor to the governing board of a public institution of higher education shall occur within the first 30 days of each regular session of the General Assembly;

2. In the event that the General Assembly refuses to confirm any individual nominated by the Governor for appointment to the governing board of any public institution of higher education pursuant to subdivision 1, such individual, pursuant to §
2.2-105
, shall not enter upon, or continue in office after the General Assembly has refused to confirm his appointment and shall not be eligible for reappointment during the recess of the General Assembly to fill the vacancy caused by the refusal to confirm.
A
ny vacancy caused by a refusal to confirm shall be filled in accordance with the provisions of subdivision 3;

3.
When
a vacancy occurs by reason of a refusal to confirm by the General Assembly pursuant to subdivision 2
w
hile the General Assembly is convened in a regular session, the Governor shall, within 30 days from the date of the communication or no later than adjournment sine die of the regular session,
nominate another individual for appointment to the governing board of the applicable public institution of higher education.
The General Assembly shall have 30 days from the date of notice of such nomination to take action
on such appointment in accordance with the rules of each house
; and

4. When a vacancy occurs by reason of
the death, resignation, or removal of a member
or by any reason other than by expiration of term at any p
oint during which the General Assembly is not convened in a regular
session
:

a.

T
he Governor shall, within 30 days of
the
death, resignation, or removal of the member
or the occurrence of the vacancy
, nominate another individual for appointment to the governing board of the applicable public institution of higher education
;

b
.
If the nomination to fill such vacancy occurs at any point when
the General Assembly is not in a regular or special session
or otherwise fails to take action on such nomination within 30 da
ys of receiving notice of any such nomination
,
the person so nominated shall be

deemed
eligible to take the oath of office and be counted toward the quorum,
and

his appointment shall be subject to confirmation by the General Assembly at its next regular session,
upon which such individual shall be confirmed or rejected by the General Assembly in accordance with the provisions of subdivision 1;
and

c
. If the
nomination to fill such vacancy occurs while the
General Assembly is convened in a special session and operating under a procedural resolution for such, the
Senate Committee on Privileges and Elections or the House Committee on Privileges and Elections
shall
meet within 30 days of the Governor making a nomination to fill a vacancy
to take action on such nomination. If either committee or
a
subcommittee thereof fails to take any action

on the appointment by the end of
such 30
-
day period, the person so nominated shall be

deemed
eligible to take the oath of office and be counted toward the quorum, provided that his appointment shall be subject to confirmation by the General Assembly at its next regular session, upon which such individual shall be confirmed or rejected by the General Assembly in accordance with the provisions of subdivision 1. If either committee or
a
subcommittee thereof
hold
s
a provisional vote on such nominee
and
votes to reject such nomination by a majority vote of such body in accordance with the rules of its house before the end of such 30-day period, such rejection shall be deemed a refusal of the General Assemb
ly to confirm such appointment pursuant to §
2.2-105
.
The Governor may,
upon any such majority vote to reject a nomination to fill a vacancy, elect to nominate a new individual to fill such vacancy
. Any n
ew individual nominated by the Governor after withdrawal of a provisionally rejected nominee
may also be provisionally rejected

by a majority vote of the members on
either
committee in accordance with the provisions of this subdivision.

B. No member appointed by the Governor to the governing board of a public institution of higher education who has served
two consecutive
four-year
terms
one six-year term
on such board is eligible to serve on the same board until at least
four
two
years have passed since the end of his
second consecutive
four-year
first
six-year
term.

C.
Each member appointed by the Governor to the governing board of a public institution of higher education shal
l
,
as a part of
his
oath
of

office,
certify
that he
shall
comply with (i) the duties and principles of trusteeship set forth in applicable law, including the duties required pursuant to §
§

23.1-1303.1
and
23.1-1303.2
,
and (ii) the conflict of interest standards developed by the Council.

D
.
Notwithstanding the provisions of subsection
E
F
or any other provision of law, the Governor may remove from office for malfeasance, misfeasance, incompetence, or gross neglect of duty any member of the board of any public institution of higher education and fill the vacancy resulting from the removal.

D.
E.
The Governor shall set forth in a written public statement his reasons for removing any member pursuant to subsection
C
D
at the time the removal occurs. The Governor is the sole judge of the sufficiency of the cause for removal as set forth in subsection
C
D
.

E.
F.
If any member of the governing board of a public institution of higher education fails to attend (i) the meetings of the board for one year without sufficient cause, as determined by a majority vote of the board, or (ii) the educational programs required by §
23.1-1304
in his first two years of membership without sufficient cause, as determined by a majority vote of the board, the remaining members of the board shall record such failure in the minutes at its next meeting and notify the Governor, and the office of such member shall be vacated. No member of the board of visitors of a baccalaureate public institution of higher education or the State Board for Community Colleges who fails to attend the educational programs required by §
23.1-1304
during his
first
four-year
six-year
term is eligible for reappointment to such board.

F.
G.
The governing board of each public institution of higher education shall adopt in its bylaws policies (i) for removing members pursuant to subsection
E
F
and (ii) referencing the Governor's power to remove members described in subsection
C
D
.

G.
H.
The governing board of each public institution of higher education
, the State Board,
and each local community college board
may
shall
appoint

(i)
one
or more
nonvoting
,
advisory
member of the institution's
faculty
representatives
; (ii)
one
member of the

institution's
staff
; and (iii)

one student
to
serve as voting members on
its respective board. In the case of local community college boards and
boards of visitors
governing boards
,
such representatives
the governing board
shall

be chosen
select (i) the faculty
member
from
a l
ist of
individuals elected by the faculty or the institution's faculty senate or its equivalent
and (ii)
the
s
taff
member
from the list of individuals selected by the institution's staff senate or its equivalent
or, if such institution does not have a staff senate,
by the staff of such institution in the manner deemed appropriate by such staff members
. In the case of the State Board, such
representatives
members
shall be chosen from individuals elected by the Chancellor's Faculty Advisory Committee. Such
representatives
members
shall be appointed to serve
(i)
(a)
at least one term of at least 12 months, which shall be coterminous with the institution's fiscal year or
(ii)
(b)
for such terms as may be mutually agreed to by the State Board and the Chancellor's Faculty Advisory Committee, or by the local community college board or the board of visitors, and the institution's faculty senate or its equivalent.
Any vacancy of such a member shall be
filled in the same manner as the original selection, whether the vacancy occurs by expiration of a term or otherwise
.
The student member shall be appointed from a list of three students
selected
by such institution's student govern
ance body
upon consideration of input received from the general student body in such manner as the
student governance body deems appropriate. Such student member shall serve for such terms as the governing board of the institution shall prescribe
.

H.
The board of visitors of any baccalaureate public institution of higher education shall appoint one or more students as nonvoting, advisory representatives. Such representatives shall be appointed under such circumstances and serve for such terms as the board of visitors of the institution shall prescribe.

I.
Nothing in subsections G
H
and H
I
shall prohibit the
The
governing board of any public institution of higher education or any local community college board
from excluding
shall not exclude
such
nonvoting, advisory
faculty
, staff,
or student
representatives
members
from
any
discussions of
the board
,
provided, however, that
any such faculty, staff, or student member
shall rec
use himself from and not participate in any discussion or vote of the governing board on any matter in which he
has a
personal or pecuniary
interest, such as discussions on matters relating to
faculty grievances
,
or
faculty or staff disciplinary matters or salaries
, or
any other matter
.

J.
I.
The president or any one of the vice presidents of the board of visitors of Virginia Military Institute, the chairman or the vice-chairman of the State Board, and the rector or vice-rector of the governing board of each other public institution of higher education shall be a resident of the Commonwealth.

K.
J
.
No
baccalaureate
public institution of higher education shall employ an individual appointed by the Governor to the board of visitors of such institution within two years of the expiration of his term. Such prohibition shall not apply to the employment of an individual to serve as an institution president or, in the case of Virginia Military Institute, the Superintendent.

K
. Unless otherwise specially provided
by law or unless the bylaws of the applicable governing board require more than a quorum for certain action,
(i)

the
governing board of any baccalaureate public institution of higher education
may exercise any of the powers conferred upon it

pursuant to this subtitle at any meeting of the governing board, regular, special, or adjourned, at which a quorum is present
and
(ii)
the executive committee of a governing board
appointed
pursuant to §
23.1-1306
may exercise any of the powers conferred upon
it pursuant to this
subtitle
only
at any meeting
of the executive committee
convened during a recess of the full governing board and
at which a quorum of the executive committee is present
, in accordance with the provisions of subdivision A 9 of § 2
3
.
1-130
6
.
A majority of the
members of the
governing board
and a majority of
the members of
any such executive committee
shall constitute a quorum
of the respective board
, except as otherwise provided pursuant to applicable law.

§
23.1-1301
. Governing boards; powers.

A. The board of visitors of each baccalaureate public institution of higher education or its designee may:

1. Make regulations and policies concerning the institution;

2. Manage the funds of the institution and approve an annual budget;

3. Appoint the chief executive officer of the institution;

4. Appoint professors and fix their salaries; and

5. Fix the rates charged to students for tuition, mandatory fees, and other necessary charges.

B. The governing board of each public institution of higher education or its designee may:

1. In addition to the powers set forth in Restructured Higher Education Financial and Administrative Operations Act (§
23.1-1000
et seq.), lease or sell and convey its interest in any real property that it has acquired by purchase, will, or deed of gift, subject to the prior approval of the Governor and any terms and conditions of the will or deed of gift, if applicable. The proceeds shall be held, used, and administered in the same manner as all other gifts and bequests;

2. Grant easements for roads, streets, sewers, waterlines, electric and other utility lines, or other purposes on any property owned by the institution;

3. Adopt regulations or institution policies for parking and traffic on property owned, leased, maintained, or controlled by the institution;

4. Adopt regulations or institution policies for the employment
and dismissal
of professors, teachers, instructors, and other employees
, provided, however, that the removal of professors shall be subject to the provisions of subsection C
;

5. Adopt regulations or institution policies for the acceptance and assistance of students in addition to the regulations or institution policies required pursuant to §
23.1-1303
;

6. Adopt regulations or institution policies for the conduct of students in attendance and for the rescission or restriction of financial aid, suspension, and dismissal of students who fail or refuse to abide by such regulations or policies;

7. Establish programs, in cooperation with the Council and the Office of the Attorney General, to promote (i) student compliance with state laws on the use of alcoholic beverages and (ii) the awareness and prevention of sexual crimes committed upon students;

8. Establish guidelines for the initiation or induction of students into any social fraternity or sorority in accordance with the prohibition against hazing as defined in §
18.2-56
;

9. Assign any interest it possesses in intellectual property or in materials in which the institution claims an interest, provided such assignment is in accordance with the terms of the institution's intellectual property policies adopted pursuant to §
23.1-1303
. The Governor's prior written approval is required for transfers of such property (i) developed wholly or predominantly through the use of state general funds, exclusive of capital assets and (ii)(a) developed by an employee of the institution acting within the scope of his assigned duties or (b) for which such transfer is made to an entity other than (1) the Innovation and Entrepreneurship Investment Authority, (2) an entity whose purpose is to manage intellectual properties on behalf of nonprofit organizations, colleges, and universities, or (3) an entity whose purpose is to benefit the respective institutions. The Governor may attach conditions to these transfers as he deems necessary. In the event the Governor does not approve such transfer, the materials shall remain the property of the respective institutions and may be used and developed in any manner permitted by law;

10. Conduct closed meetings pursuant to §§
2.2-3711
and
2.2-3712
and conduct business through electronic communication means pursuant to §
2.2-3708.3
; and

11. Adopt a resolution to require the governing body of a locality that is contiguous to the institution to enforce state statutes and local ordinances with respect to offenses occurring on the property of the institution. Upon receipt of such resolution, the governing body of such locality shall enforce statutes and local ordinances with respect to offenses occurring on the property of the institution
.

C. The governing board of each public institution of higher education shall adopt policies and procedures for the removal of any professor in accordance with the following requirements:

1. The governing board shall be prohibited from removing any professor by unilateral action of the governing board, including with the asse
n
t of a majority of its members or otherwise;

2. No professor shall be removed or recommended for removal pursuant to sub
divis
ion 3 except with adequate cause. Adequate cause for removal shall be directly and substantially related to the fitness of the professor in his professional capacity as an educator or researcher;

3. Upon an allegation of adequate cause for removal, pursuant to subdivision 2, a faculty hearing committee, consisting of faculty members and such administrative officers and members of the governing board, as appropriate, shall be convened to consider whether there is adequate cause for such professor's removal and, upon finding that adequate cause exists, provide for the removal of such professor; and

4. The faculty hearing committee shall ensure that:

a. Appropriate records are kept and maintained of the allegation of adequate cause for removal, discussions of the faculty hearing committee, and any statements of the professor or other individuals;

b. The professor is provided a reasonable opportunity to be heard by the faculty hearing committee; and

c. The removal proceedings are not used as a means to (i) advance or promote a partisan objective, as that term is defined in §
23.1-1303.1
or (ii) punish any professor for exercising or restrict or limit any professor in the exercise of such professor's academic freedom or freedom of expression pursuant to the First Amendment to the United States Constitution or Article I, § 12 of the Constitution of Virginia
.

§
23.1-1303
. Governing boards; duties.

A. For purposes of this section, "intellectual property" means (i) a potentially patentable machine, article of manufacture, composition of matter, process, or improvement in any of those; (ii) an issued patent; (iii) a legal right that inheres in a patent; or (iv) anything that is copyrightable.

B. The governing board of each public institution of higher education shall:

1. Adopt and post conspicuously on its website bylaws for its own governance, including provisions that (i) establish the requirement of transparency, to the extent required by law, in all board actions; (ii) describe the board's obligations under the Virginia Freedom of Information Act (§
2.2-3700
et seq.), as set forth in subdivision B 10 of §
23.1-1301
, including the requirements that (a) the board record minutes of each open meeting and post the minutes on the board's website, in accordance with subsection I of §
2.2-3707
and §
2.2-3707.1
, (b) discussions and actions on any topic not specifically exempted by §
2.2-3711
be held in an open meeting, (c) the board give public notice of all meetings, in accordance with subsection D of §
2.2-3707
, and (d) any action taken in a closed meeting be approved in an open meeting before it can have any force or effect, in accordance with subsection B of §
2.2-3711
; and (iii) require that the board invite the Attorney General's appointee or representative to all meetings of the board, executive committee, and board committees;

2. Establish and maintain on the institution's website (i) a listing of all board members, including the name of the Governor who made
each
the
appointment
, if applicable,
and the date of each appointment; (ii) a listing of all committees created by the board and the membership of each committee; (iii) a schedule of all upcoming meetings of the full board and its committees and instructions for the public to access such meetings; (iv) an archive of agendas and supporting materials for each meeting of the governing board and its committees that was held; and (v) an email address or email addresses that allow board members to receive public communications pertaining to board business;

3. Establish regulations or institution policies for the acceptance and assistance of students that include provisions (i) that specify that individuals who have knowingly and willfully failed to meet the federal requirement to register for the selective service are not eligible to receive any state direct student assistance, (ii) that specify that the accreditation status of a public high school in the Commonwealth shall not be considered in making admissions determinations for students who have earned a diploma pursuant to the requirements established by the Board of Education, and (iii) relating to the admission of certain graduates of comprehensive community colleges as set forth in §
23.1-907
;

4. Assist the Council in enforcing the provisions relating to eligibility for financial aid;

5. Notwithstanding any other provision of state law, establish policies and procedures requiring the notification of the parent of a dependent student when such student receives mental health treatment at the institution's student health or counseling center and such treatment becomes part of the student's educational record in accordance with the federal Health Insurance Portability and Accountability Act (42 U.S.C. § 1320d et seq.) and may be disclosed without prior consent as authorized by the federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g) and related regulations (34 C.F.R. Part 99). Such notification shall only be required if it is determined that there exists a substantial likelihood that, as a result of mental illness the student will, in the near future, (i) cause serious physical harm to himself or others as evidenced by recent behavior or any other relevant information or (ii) suffer serious harm due to his lack of capacity to protect himself from harm or to provide for his basic human needs. However, notification may be withheld if any person licensed to diagnose and treat mental, emotional, or behavioral disorders by a health regulatory board within the Department of Health Professions who is treating the student has made a part of the student's record a written statement that, in the exercise of his professional judgment, the notification would be reasonably likely to cause substantial harm to the student or another person. No public institution of higher education or employee of a public institution of higher education making a disclosure pursuant to this subsection is civilly liable for any harm resulting from such disclosure unless such disclosure constitutes gross negligence or willful misconduct by the institution or its employees;

6. Establish policies and procedures requiring the release of the educational record of a dependent student, as defined by the federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g), to a parent at his request;

7. Establish programs to seek to ensure that all graduates have the technology skills necessary to compete in the twenty-first century and that all students matriculating in teacher-training programs receive instruction in the effective use of educational technology;

8. Establish policies for the discipline of students who participate in varsity intercollegiate athletics, including a provision requiring an annual report by the administration of the institution to the governing board regarding enforcement actions taken pursuant to such policies;

9. In addition to all meetings prescribed in Chapters 14 (§
23.1-1400
et seq.) through 29 (§
23.1-2900
et seq.), meet with the chief executive officer of the institution at least once annually, in a closed meeting pursuant to subdivision A 1 of §
2.2-3711
and deliver an evaluation of the chief executive officer's performance. Any change to the chief executive officer's employment contract during any such meeting or any other meeting of the board shall be made only by a vote of the majority of the board's members;

10. If human research, as defined in §
32.1-162.16
, is conducted at the institution, adopt regulations pursuant to the Administrative Process Act (§
2.2-4000
et seq.) to effectuate the provisions of Chapter 5.1 (§
32.1-162.16
et seq.) of Title 32.1 for human research. Such regulations shall require the human research committee to submit to the Governor, the General Assembly, and the chief executive officer of the institution or his designee at least annually a report on the human research projects reviewed and approved by the committee and require the committee to report any significant deviations from approved proposals;

11. Submit and make publicly available on the institution's website the annual financial statements for the fiscal year ending the preceding June 30 and the accounts and status of any ongoing capital projects to the Auditor of Public Accounts for the audit of such statements pursuant to §
30-133
;

12. No later than December 1 of each year, report to the Council and make publicly available on the institution's website (i) the value of investments as reflected on the Statement of Net Position as of June 30 of the previous fiscal year, excluding any funds derived from endowment donations, endowment income, or other private philanthropy; (ii) the cash earnings on such balances in the previous fiscal year; and (iii) the use of the cash earnings on such balances. In the event that the commitment of any such investment earnings spans more than one fiscal year, the report shall reflect the commitments made in each future fiscal year. The reports of the Boards of Visitors of Virginia Commonwealth University and the University of Virginia shall exclude the value of and earnings on any investments held by the Virginia Commonwealth University Health System Authority and the University of Virginia Medical Center, respectively. As used in this subdivision, "investments" includes all short-term, long-term, liquid, and illiquid Statement of Net Position accounts, and subaccounts thereof, in which moneys have been invested in securities;

13. Submit to the General Assembly and the Governor and make publicly available on the institution's website an annual executive summary of its interim activity and work no later than the first day of each regular session of the General Assembly. The executive summary shall be submitted as provided in the procedures of the Division of Legislative Automated Systems for the processing of legislative documents and reports and shall be posted on the General Assembly's website;

14. Make available to any interested party upon request a copy of the portion of the most recent report of the Uniform Crime Reporting Section of the Department of State Police entitled "Crime in Virginia" pertaining to institutions of higher education;

15. Adopt policies or institution regulations regarding the ownership, protection, assignment, and use of intellectual property and provide a copy of such policies or institution regulations to the Governor and the Joint Commission on Technology and Science. All employees, including student employees, of public institutions of higher education are bound by the intellectual property policies or institution regulations of the institution employing them;

16. Adopt policies that are supportive of the intellectual property rights of matriculated students who are not employed by such institution;
and

17. Solicit the input of representatives of the institution's faculty senate or its equivalent (i) at least twice per academic year on topics of general interest to the faculty and (ii) in advance of decisions to be made on the search for the institution's new chief executive officer
; and

18.
Adopt policies that support and advance shared governance as essential to institutional credibility, resilience, and success, including policies that
(i) ensure faculty have a key role in matters relating to curriculum, academic progress, and student assessment and
(ii) provide opportunities for faculty, administration, and students to provide input and participate in decisions of institutional or strategic importance
.

§
23.1-1303.1
. Governing boards; additional duties;
primary
dut
ies
; partnership and collaboration.

A.
As used in this section:

"Partisan objective" means any objective
or goal
directly relating to

(i)
a
n
ideology

or platform
of
a political party
, political candidate
, or
individual elected to a partisan public office, as that term is defined in §
30-391
;
(ii) a political party; (iii) a political candidate

or political campaign
; or (iv) an individual holding an elective partisan public office
.

"Political candidate" means any person who has made known
an
intention to seek or campaign for local or state office in a general, primary, or special election.

"Political party
" means any party, organization, or group having as its purpose the promotion of political candidates or political campaigns.

B.
The governing board of each public institution of higher education shall act at all times in accordance with
its primary
dut
ies

of advancing the interests of the institution and
the interests of
the people of the Com
monwealth.

C
. In accordance with the
primary
dut
ies
set forth in subsection
B
, the governing board of each public institution of higher education shall:

1. Exercise in its collective capacity
its

best judgment in carrying out the powers and duties of the governing board;

2.
Ensure that in
making
any decisions or policy
relating to institutional governance
and in
carrying out
any other powers and duties of the governing board
, t
he
mission of the institution is used as the
guiding principle and any ideological, partisan, or personal aims that are inconsistent with that mission
are
rejected;

3.
Commit to and ensure
that
all decisions of the governing board reflect the primary institutional objectives of
:

a. T
he advancement
of
the long-term sustainability of
the institution
;

b. T
he p
romotion of public trust in the institution; and

c.
T
he
advancement of the public good through
providing
higher education
to the residents of the Commonwealth and others,
supporting and advancing
knowledge,

research, innovation, and academic pursuits in the C
ommonwealth, and
supporting the development of
an educated, responsible citizenry
capable of contributing to the progress of society,
in accordance with the provisions of
§
23.1-130
3
.2
;

4.
N
o
t make any
decision
or exercise any of the powers and duties of the governing board

(i)
for the purpose of advancing or promoting a partisan objective or
(ii) primarily in accordance with or primarily motivated by loyalty to a political party, political candidate, or individual holding elective partisan public office
, in violation of
the primary
dut
ies
set forth in sub
section B
;
and

5.
Collaborate with institutional leadership and administration in a manner
t
h
at
facilitates mutual respect and emphasizes shared purpose in advancing institutional goals
and promoting the mission and long-term success of the institution.

D
. In accordance with the
primary
dut
ies
set forth in subsection
B
, each member of the governing board of each public institution of higher education, in his individual capacity, shall:

1.
Ensure
that
, for the duration of his term,
such individual is equipped to engage in high-level policy, planning, and oversight, including by
(i)
stay
ing

informed o
f
such institution's developments
and such other matters relevant to making educated decisions on institutional policy, planning, and oversight,
and
(ii) participating i
n the educational programs developed pursuant to §
23.1-1304
;

2.

Exercise his own individual best judgement in carrying out the powers and duties of the governing board
;

3
.
Ensure that, in serving as a member of the governing board, he (i) acts as a part of a collective body and not as an individual actor with separate ideological, personal, or partisan objectives and (ii) collaborates with other members of the governing board as
a
strategic partner in advancing the mission of the institution and the primary institutional objectives set forth in subdivision C 3
;

4
.
Encourage open discussion and respectful disagreement in discussions of the governing board but commit to publicly supporting and encourag
ing
unified commitment to final decisions of the governing board; and

5
. Not use his individual role to
:

a. A
dvance or promote any ideological
, personal
, or partisan objective;

b.
I
nfluence
or attempt to influence
or hinder or attempt to hinder
any decision, policy, or position of
the governing board, institutional leadership, or any other entity for the primary purpose of advancing or promoting any partisan objective
;
or

c.
Act or make a decision primarily in accordance with or primarily motivated by loyalty to a political party, political candidate, or individual holding elective partisan public office, in violation of the

primary

dut
ie
s

set forth in subsection B
.

E. Nothing in this section shall be construed to prohibit or preclude any action or decision of any member of the governing board th
at
incidentally or unintentionally
impacts or
has
the
effect of advancing or promoting any partisan objective
.

§
23.1-1303.2
. Governing boards; additional duties; academic freedom
and civic engagement.

A. The governing board of each public institution of higher educatio
n
shall
, in
advancing
the primary
institutional
objective of advancing the public good through
the provision of
higher education pu
rsuant to

subdivision
C 3
of §
23.1-1303.1
,

shall:

1.
Support and facilitate the advancement of knowledge, research, innovation, and academic pursuits in the Commonwealth and the nation;

2.
Promote
student

academic achievement
and success
;

3. Facilitate the development of an educated, responsible citizenry capable of contributing to the progress of society;

4
.
P
romote
the civic role of higher education in preparing students for democratic participation and civic engagement
;

5
.

Facilitate civil discourse on campus by ensuring that its policies:

a. Enable
and encourage
free inquiry and participation and promote inclusive, respectful dialogue across differing viewpoints;

b. Do not restrict or censure expression on the basis of viewpoint; and

c. Are not used as tools for enforcing or controlling ideological conformity;

6
. Facilitate and promote opportunities for civil discourse and engagement among students, faculty, and campus administrations on matters relating to campus policies, decisions, and affairs;

7
.
Protect and promote academic freedom for students and faculty, including by respecting and protecting (i) faculty stewardship
of
curriculum and research and (ii) the role of faculty in decisions relating to matters of curriculum, measurement of academic progress, and instruction;
and

8
.

Support and protect
freedom of speech as the foundation of
academic freedom and democratic education
.

B
. The governing board of each public institution of higher education, in accordance with the provisions of subsection A
, shall
not
:

1
.
A
dopt any campus policies or make any decisions
that would
(i)
have the primary effect of
restricting or censuring expression on the basis of viewpoint or (ii)
otherwise restrict, censure, control, or punish expression for the purpose of controlling or enforcing ideological correction or conformity or advancing or promoting an
y
ideological, personal, or partisan objective, as that term is define
d in §
23.1-1303.1
;
or

2.
Punish
any professor fo
r

exercising
or restrict any professor in his exercise of

his rights
of free speech or academic freedom
pursuant to
the First Amendment to the
Constitution of the
United States and Article I,
Section
12 of the Constitution of Virginia
, including

by
taking
or threatening to take
any disciplinary action against any professor
or
removing
or threatening to remove
any professor from his position a
t the institution for exercising such rights.

§
23.1-1304
. Governing boards; additional duties; educational programs.

A.

As used in
this section, "partisan objective," "political candidate," and "political party" mean the same as those terms are defined in
§
23.1-1301.1
.

B.
From such funds as are appropriated for such purpose, the Council shall develop, in consultation with public institutions of higher education and members of their governing boards, and annually deliver educational programs for the governing boards of such institutions.
The Council shall no
t

enter into a
contract
for or otherwise
outsource
the development or delivery of any educational program for or training of
the
members of governing boards
by any organization or entity that
(i)
has
not ha
d
as its primary mission
for at least 10
years
or
(ii)
cannot satisfactorily demon
strate a consistent, unbroken
organizational
commitment to
the primary mission
of
the preparation of
members of governing boards of postsecondary institutions and foundations to fulfill their
duties and trusteeship responsibilities.
New members of such governing boards shall participate, at least once during their first two years of membership, in the programs, which shall be designed to address the role, duties, and responsibilities of the governing boards and may include in-service programs on current issues in higher education. In developing such programs, the Council may consider similar educational programs for institutional governing boards in other states. In addition, the Council shall develop educational materials for board members with more than two years of service on the governing board. Each such board member shall participate in further training on board governance at least once every two years, and the Council shall develop criteria by which such board members shall demonstrate compliance with this requirement.

B.
C.
Educational programs for the governing boards of public institutions of higher education shall include presentations relating to:

1. Board members'
pri
mary duty to the citizens of the Commonwealth
duties
in accordance with subsection B
of §
23.1-1303
, subsection C of §
23.1-1303.1
, and subsection D of §
23.1-1303.1
, which shall include training and information on
:

a.

The duty of each governing board
to ensure that
no decision
or action of the governing board
is
(i)
made primarily for the purpose of advancing or promoting a partisan objective or
(ii) motivated primarily by
loyalty
to
or
the
influence
of
any political party, political candidate, or individual holding elective partisan
public
office
;

b.
The duty of each member of a governing board, in hi
s
individual capacity
,
not
to
use hi
s
individual role to
(i) advance or promote any ideological, personal, or partisan objectives
;
(ii) influence or attempt to influence or hinder or attempt to hinder any decision or policy of the governing board or institutional leadership for the primary
purpose of advancing or promoting any partisan objective
;
or
(iii)
otherwise
prioritize or serve, in violation of the
primary
dut
ies
set forth in
subsection B of §
23.1-1303.1
, loyalty to any political party, political candidate, or individual holding elective partisan public office; and

c.
The exercise of independent judgment and avoiding, in the exercise of the powers and duties of governing, improper influence by any partisan objective, political party, political campaign, or individual holding elective partisan public office
;

2. Governing board committee structure and function;

3. The duties of the executive committee set forth in §
23.1-1306
;

4. Professional accounting and reporting standards;

5. Methods for meeting the statutory, regulatory, and fiduciary obligations of the board;

6. The requirements of the Virginia Freedom of Information Act (§
2.2-3700
et seq.), developed and delivered in conjunction with the Freedom of Information Advisory Council;

7. Institutional ethics and conflicts of interest;

8. Creating and implementing regulations and institution policies;

9. Business operations, administration, budgeting, financing, financial reporting, and financial reserves, including a segment on endowment management;

10. Fixing student tuition, mandatory fees, and other necessary charges, including a review of student debt trends;

11. Overseeing planning, construction, maintenance, expansion, and renovation projects that affect the institution's consolidated infrastructure, physical facilities, and natural environment, including its lands, improvements, and capital equipment;

12. Workforce planning, strategy, and investment;

13. Institutional advancement, including philanthropic giving, fundraising initiatives, alumni programming, communications and media, government and public relations, and community affairs;

14. Student welfare issues, including academic studies; curriculum; residence life; student governance and activities; and the general physical and psychological well-being of undergraduate and graduate students;

15. Current national and state issues in higher education;

16. Future national and state issues in higher education;

17. Relations between the governing board and the chief executive officer of the institution, including perspectives from chief executive officers of public institutions of higher education;

18. Best practices for board governance, including perspectives from current board members; and

19. Any other topics that the Council, public institutions of higher education, and members of their governing boards deem necessary or appropriate.

C.
D.
The Council shall submit to the General Assembly and the Governor an annual executive summary of the interim activity and work of the Council pursuant to this section no later than the first day of each regular session of the General Assembly. The executive summary shall be submitted as provided in the procedures of the Division of Legislative Automated Systems for the processing of legislative documents and reports and shall be posted on the General Assembly's website.

§
23.1-1306
. Governing board executive committee; duties.

A.
A governing board of any public institution of higher education may appoint an executive committee for
the transaction of business
in the recess of the full governing board
.
A majority of the members of the executive committee shall consti
tute a quorum.

The executive committee of the governing board of
each
any
public institution of higher education shall
(i) organize
:

1. Organize
the working processes of the board;
(ii) recommend

2. Recommend
best practices for board governance;
(iii) develop

3. Develop
and recommend to the board a statement of governance setting out the board's role;
(iv) periodically

4. Periodically
review the board's bylaws and recommend amendments;
(v) provide

5. Provide
advice to the board on committee structure, appointments, and meetings;
(vi) develop

6. Develop
an orientation and continuing education process for board members that includes training on the Virginia Freedom of Information Act (§
2.2-3700
et seq.);
(vii) create,

7. Create,
monitor, oversee, and review compliance with a code of ethics for board members;
and (viii) develop

8. Develop
a set of qualifications and competencies for membership on the board for approval by the board and recommendation to the Governor
; and

9.
During the recess of the full governing board, convene and exercise the full power and authority of the
b
oard as may be necessary to conduct the affairs of the institution during
such
recess
,
except as otherwise provided in the bylaws of the applicable governing board
and
in accordance with the following requirements:

a
. T
he executive committee
shall
take action only
(
i
) at a meeting at which a quorum
of the executive board
is present
;

(
ii
)
by a majority vote of the full executive committee
; and (iii) if
the full governing board had a quorum at
the
meeting
of the full governing board

held immediately prior to going into recess
;

b
. T
he executive comm
ittee shall act

at all times in accordance with the
primary
dut
ies
of the governing board
as
set forth in subsection B of §
23.1-1303.1
; and

c
. T
he full governing board shall be notified of all actions taken by the
executive
committee at the
next full

meeting of the governing board

and
, f
or
any action of the executive committee tha
t
requires the confirmation or ratification
of the full governing board to remain in effect, shall confirm or ratify each such action at
such
time
.

B
.
The executive committee of the governing board of each public institution of higher education shall ensure that
the code of ethics for board members created
pursuant to
sub
division
A
7

is
consistent with
the duties of the governing board set forth in subsection B of §
23.1-1303
and
§§
23.1-1303.1
and
23.1-1303
.
2
. In monitoring, overseeing, and reviewing compliance with such code of ethics for board members pursuant to sub
divi
sion A
7
, the executive committee shall proactively address any conduct by an individual board member
that would undermine institutional trust in the governing board or public trust in the institution.

§
23.1-1401
. Membership.

The board shall consist of
14
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
six
eight
shall be alumni of the University
and
at least
12 shall be residents of the Commonwealth
.

§
23.1-1402
. Meetings; officers; committees.

A. The board shall meet at the University at least once a year and at such other times as it determines. Special meetings of the board may be called by the rector or any three members. The secretary shall provide notice of any special meeting to each member.

B. Seven members shall constitute a quorum.

Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. The board shall elect from its membership a rector to preside at its meetings, a vice-rector to preside at its meetings in the absence of the rector, and a secretary to preside at its meetings in the absence of the rector and vice-rector.

D. The board may appoint a pro tempore officer to preside at its meetings in the absence of the rector, vice-rector, and secretary.

E. Vacancies in the offices of rector, vice-rector, and secretary may be filled by the board for the unexpired term.

F. The board may appoint an executive committee for the transaction of business in the recess of the board, to serve for a period of one year or until the next regular annual meeting
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-1501
. Membership.

A. The board shall consist of
16
18
members appointed by the Governor
. At
, of whom at
least
one member
appointed each year
eight
shall be
an alumnus
alumni
of the University
and
at least
12 shall be residents of the Commonwealth
.

B. The alumni association of the University and the board may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may appoint
, subject to confirmation by the General Assembly
and in accordance with §
23.1-1300
,
a member from the list of nominees.

§
23.1-1502
. Meetings; officers; committees.

A. The board shall meet at the University once a year and at such other times as it determines. Special meetings of the board may be called by the rector or any three members. The secretary shall provide notice of any special meeting to each member.

B. Eight members shall constitute a quorum.

Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. Every other year, the board shall appoint from its membership a rector to preside at its meetings, a vice-rector to preside at its meetings in the absence of the rector, and a secretary to preside at its meetings in the absence of the rector and vice-rector.

D. The board may appoint a pro tempore officer to preside at its meetings in the absence of the rector, vice-rector, and secretary.

E. Vacancies in the offices of rector, vice-rector, and secretary may be filled by the board for the unexpired term.

F. At every regular annual meeting of the board, the board may appoint an executive committee for the transaction of business in the recess of the board, consisting of at least three and not more than five members, to serve for a period of one year or until the next regular annual meeting
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-1601
. Membership; quorum; executive committee.

A. The board shall consist of
15
1
8
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
13
eight shall be alumni of the University and at least
12
shall be residents of the Commonwealth.

B. The alumni association of the University may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may appoint a member from the list of nominees
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
. The Governor is not limited in his appointments to the individuals so nominated.

C. A majority of voting members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D. The board may appoint an executive committe
e
for the transa
c
tion of business in the
recess of
the
board, to serve for a period of one year or until the next regular annual meeting, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-1701
. Membership; quorum; executive committee.

A. The board shall consist of
13
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
two
eight
shall be alumni of the University and at least
11
12
shall be residents of the Commonwealth.

B. The alumni association of the University may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
,
appoint a member from the list of nominees.

C. A majority of the members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D. The board may appoint an executive committee for the transaction of business in the recess of
the
board, to serve for a period of one year or until the next regular annual meeting, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-1801
. Membership.

A. The board shall consist of
12
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
nine
12
shall be residents of the Commonwealth and at least
s
ix
eight
shall be alumni of the University.

B. The alumni association of the University may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
,
appoint a member from the list of nominees.

§
23.1-1802
. Meetings; officers; committees.

A. The board shall meet at the University once a year and at such other times as it determines.

B. A majority of the members shall constitute a quorum.

Unless otherwise specially provided
by law or unless the bylaws of the governing board require more than a quorum for
certain action, pursuant to subse
ction
K
of §
23.1-1300
,
the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present
.

C. At the first meeting after July 1 in every even-numbered year, the board shall appoint from its membership a rector to preside at its meetings, a vice-rector to preside at its meetings in the absence of the rector, and a secretary to preside at its meetings in the absence of the rector and vice-rector.

D. The board may appoint a pro tempore officer to preside at its meetings in the absence of the rector, vice-rector, and secretary.

E. Vacancies in the offices of rector, vice-rector, and secretary may be filled by the board for the unexpired term.

F. Special meetings of the board may be called by the rector or any three members. In either case, the secretary shall give notice of the time of meetings to each member.

G. At every regular annual meeting of the board, it may appoint an executive committee for the transaction of business in the recess of the board, consisting of at least three and not more than five members, to serve for a period of one year or until the next regular annual meeting
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-1901
. Membership; quorum; executive committee.

A. The board of visitors shall consist of
13
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
four
eight
shall be alumni of the University
. Of the alumni appointed, at least one
and at least 12
shall be
a
resident
residents
of the Commonwealth.

B. The alumni association of the University may submit to the Governor a list of four nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
,
appoint a member from the list of nominees.

C.
A majority of members shall co
nstitute a quorum. Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D.
The board may appoint at least three and not more than five of its members to an executive committee
for the transaction of business in
the recess of the board,
that has and may exercise such powers as the board may prescribe
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2001
. Membership.

A. The board shall consist of
17
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least (i)
14
12
shall be residents of the Commonwealth, (ii) four shall be physicians or other medical or health professionals with administrative or clinical experience in an academic medical center
, including at least one physician and one nurse
, and (iii)
three
eight
shall be alumni of the University.

B. The alumni association of the University may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Eastern Virginia Medical School Foundation or any successor foundation may submit to the Governor a list of at least three nominees for each vacancy on the board that is required to be filled by a physician or other medical or health professional with administrative or clinical experience in an academic medical center pursuant to clause (ii) of subsection A. The Governor may
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
,
appoint a member from the relevant list of nominees.

§
23.1-2002
. Meetings; officers; committees.

A. The board shall meet at the University once a year and at such other times as it determines. Special meetings of the board may be called by the rector or any three members. The secretary shall provide notice of any special meeting to each member.

B. A majority of members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. In every even-numbered year, the board shall elect from its membership a rector to preside at its meetings, a vice-rector to preside at its meetings in the absence of the rector, and a secretary to preside at its meetings in the absence of the rector and vice-rector. Such officers shall assume their duties on July 1 of such year.

D. The board may appoint a pro tempore officer to preside at its meetings in the absence of the rector, vice-rector, and secretary.

E. Vacancies in the offices of rector, vice-rector, and secretary may be filled by the board for the unexpired term.

F. At every regular annual meeting of the board, an executive committee for the transaction of business in the recess of the board may be appointed, consisting of at least five members
, subject to the provisions of subsection A of §
23.1-1306
. The executive committee shall consist of the officers of the board and such other members as the rector may appoint.

G. The board shall have a standing committee to serve as the board of directors of the Eastern Virginia Health Sciences Center at the University, which shall oversee the Eastern Virginia Health Sciences Center at the University and exercise such decision-making authority over the Eastern Virginia Health Sciences Center at the University as the standing committee deems necessary or appropriate under the authority of and in accordance with the bylaws of the board. The standing committee shall oversee financial management of the Eastern Virginia Health Sciences Center at the University and approve and recommend to the board the budget for the Eastern Virginia Health Sciences Center at the University. The standing committee shall consist of no more than 17 members, consisting of two ex officio members and no more than 15 appointed members who are appointed as follows: two nonlegislative citizen members appointed by the Governor; one nonlegislative citizen member appointed by the Senate Committee on Rules; one nonlegislative citizen member appointed by the Speaker of the House of Delegates; four members of the board appointed by the rector of the board; and no more than seven nonlegislative citizen members appointed by the Eastern Virginia Medical School Foundation or any successor foundation. The president of the University and the executive vice president for health sciences at the University shall serve as ex officio nonvoting members of the standing committee. The primary teaching hospital affiliated with the University may submit to the Governor a list of at least three nominees for any vacancy on the standing committee that is to be filled by the Governor. Any such nominee shall be an expert in a relevant sector of the health care industry and shall have no business or financial relationship with the primary teaching hospital affiliated with the University in order to be considered for appointment as a member of the standing committee by the Governor. In support of good long-term governance, the members appointed to the standing committee by the Eastern Virginia Medical School Foundation or any successor foundation shall file, as a condition to assuming office, a disclosure statement of their personal interests and such other information as is required on the form prescribed by the Virginia Conflict of Interest and Ethics Advisory Council pursuant to §
2.2-3117
and thereafter shall file such a statement annually on or before February 1.

H. The standing committee shall meet four times per year and at such other times as it determines.

I. After the initial staggering of terms, members of the standing committee shall be appointed for a term of four years.

§
23.1-2101
. Membership; quorum; executive committee.

A. The board shall consist of
15
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
11
eight shall be alumni of the university and at least 12
shall be residents of the Commonwealth.

B. The alumni association of the University may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
,
appoint a member from the list of nominees.

C.
A majority of members shall constitute a quorum. Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D. The board may appoint an executive committee for the transaction of business in the recess of
the
board, to serve for a period of one year or until the next regular annual meeting, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2106
. Membership.

The board shall consist of
nine
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least eight shall be alumni of the University and at least 12 shall be residents of the Commonwealth
.

§
23.1-2107
. Meetings; officers; committees.

A. The board shall meet at the College at least once a year and at such other times as it determines. Special meetings of the board may be called by the rector or any three members. The secretary shall provide notice of any special meeting to each member.

B. A majority of members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. At the first meeting after July 1 in every even-numbered year, the board shall elect from its membership a rector to preside at its meetings, a vice-rector to preside at its meetings in the absence of the rector, and a secretary to preside at its meetings in the absence of the rector and vice-rector.

D. The board may appoint a pro tempore officer to preside at its meetings in the absence of the rector, vice-rector, and secretary.

E. Vacancies in the offices of rector, vice-rector, and secretary may be filled by the board for the unexpired term.

F. At every regular annual meeting of the board, the board may appoint an executive committee for the transaction of business in the recess of the board, to serve for a period of one year or until the next regular annual meeting
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2201
. Membership.

A. The board shall consist of
17
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least (i) 12 shall be
appointed from
residents of
the Commonwealth
at large
, (ii)
12
eight
shall be alumni of the University, and (iii) one shall be a physician
with
and one shall be a nurse, each of whom shall have
administrative and clinical experience in an academic medical center.

B. The alumni association of the University may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly and in accordance with §
23.1-1300
,
appoint members from the list of nominees.

§
23.1-2202
. Meetings; officers; committees.

A. The board shall meet at the University at least once a year and at such other times and places as it determines. Special meetings of the board may be called by the rector or any three members. The secretary shall provide notice of any special meeting to each member.

B. Five members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. The board shall appoint from its membership a rector to preside at its meetings and a vice-rector to preside at its meetings in the absence of the rector. The board may appoint a substitute pro tempore to preside in the absence of the rector and vice-rector. The rector and the vice-rector shall perform any additional duties as prescribed by the board. The terms of the rector and vice-rector shall be for two years, commencing and expiring as provided in the board's bylaws.

D. The board shall appoint a secretary who shall serve a term and perform duties as prescribed by the board.

E. Vacancies in the offices of rector, vice-rector, and secretary may be filled by the board for the unexpired term.

F. At every annual meeting of the board, the board shall appoint an executive committee for the transaction of business in the recess of the board, consisting of at least three and not more than seven members, to serve for the period of one year or until the next regular annual meeting
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2209
. Powers and duties.

A. The board shall (i) care for and preserve all property belonging to the University, (ii) grant to the president of the University supreme administrative direction over all the schools, colleges, divisions, and branches of the University, and (iii) examine the progress of the students in each year and give to those who excel in any course of study such honors as it deems proper.

B. The board may (i) remove the president of the University
or any professor
with the assent of two-thirds of its members, (ii) prescribe the duties of each professor and the course and mode of instruction, (iii) appoint a comptroller and proctor and employ any other agent or servant, (iv) regulate the renting of the rooms and dormitories, and (v) to enable the board to procure a supply of water and construct and maintain a system of waterworks, drainage, and sewerage for the University, acquire such springs, lands, and rights-of-way as may be necessary, according to the provisions of Title 25.1.

§
23.1-2303
. Membership.

A. The board shall consist of
16
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least eight shall be alumni of the University and at least 12 shall be residents of the Commonwealth
.

B. Notwithstanding §
23.1-1300
, members are eligible to serve for
a total of two
four-yea
r
terms which may be served consecutively
one six-year
term
; however, a member appointed by the Governor to serve an unexpired term is eligible to serve
two
one
additional
four-year
terms
six-year term
.

§
23.1-2304
. Principal office; meetings; officers; committees.

A. The principal office of the board shall be located, and all meetings of the board held, as far as practicable, in the City of Richmond.

B. The board shall meet at least once a year and at such other times as it determines. Notice of all meetings shall be provided to each member.

C. A majority of the members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D. The board shall appoint from its membership a rector, a vice-rector, a secretary, and any other officers as determined by the board. The board shall prescribe their duties and term of office and fix their compensation, if any.

E. The board shall determine the number of members of and appoint an executive committee
for
the transaction of business in the recess of the board
and determine the number of members of the executive committee that shall constitute a quorum. The executive committee shall perform duties prescribed by the board
, subject to the provisions of subsection A of §
23.1-1306
.

F. Reasonable expenses incurred by members shall be paid out of the funds of the University.

§
23.1-2501
. Membership.

A. The board shall consist of
17
19
members, of whom
16
18
shall be appointed by the Governor
in accordance with §
23.1-1300
and one shall be the Adjutant General, who shall serve as an ex officio nonvoting member. Of the
16
18
members appointed by the Governor,
at least
(i) 12 shall be
alumni of the Institute, of whom eight shall be
residents of the Commonwealth
and four shall be nonresidents
, and (ii)
four
eight
shall be
nonalumni residents

alumni
of the
Commonwealth
Institute
.

B.

Members appointed by the Governor shall serve terms of
six years

and shall be subject to confirmation by the General Assembly
.

C
.
The alumni association of the Institute may submit to the Governor a list of not more than three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may appoint a member from the list of nominees.

§
23.1-2502
. Meetings; officers; committees.

A. The board shall meet at the Institute at least once a year and at any other times and places as determined by the board, the superintendent of the Institute, or the president of the board. Special meetings may be called at any time by the superintendent of the Institute or the president of the board. Notice of the time and place of each meeting shall be provided to each member.

B. Six members shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. The board shall appoint from its membership a president and shall appoint a secretary to the board.

D. The board may appoint a president pro tempore or secretary pro tempore to preside in the absence of the president or secretary.

E. Vacancies in the offices of president and secretary may be filled by the board for the unexpired term.

F. The board may appoint an executive committee for the transaction of business during the recess of the board, consisting of at least three and not more than five members, one of whom shall be the president
, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2601
. Membership.

A. The board shall consist of
14
19
members, of whom
13
18
shall be appointed by the Governor
in accordance with §
23.1-1300
and one shall be the president of the Board of Agriculture and Consumer Services, who shall serve ex officio. Of the
13
18
members appointed by the Governor, at least
10
12
members shall be residents of the Commonwealth and at least
six
eight
members shall be alumni of the University. All appointments by the Governor are subject to confirmation by the Senate.

B.

Members appointed by the Governor shall serve terms of
six
years
.

C.
The alumni association of the University may submit to the Governor a list of three nominees for each vacancy on the board, whether it occurs by expired term or otherwise. The Governor may appoint a member from the list of nominees.

§
23.1-2602
. Meetings; officers; committees.

A. The board shall meet in Blacksburg, in the County of Montgomery, at least once a year and at such other times and places as it determines. Special meetings of the board may be called by the Governor, the rector, or any three members. Notice of the time and place of each meeting shall be provided to each member.

B. A majority of the board shall constitute a quorum. A majority of each committee shall constitute a quorum.
Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

C. The board shall appoint from its membership a rector to preside at its meetings and a president pro tempore to preside at its meetings in the absence of the rector.

D. The board shall appoint a secretary.

E. The board shall also appoint from its membership an executive committee
, consisting
of at least three but not more than six members
that are empowered
, for the transaction of business
during the
interim between
recess of the
board
meetings
,
to exercise such powers of the board as the board may prescribe by resolution
, subject to the provisions of subsection A of §
23.1-1306
.

F. The board may appoint special committees and prescribe their duties and powers.

G. Each committee shall report its actions to the board at the board's annual meeting and at such other times as the board may require.

§
23.1-2605
. Employees.

A. The board shall appoint a treasurer of the University. The treasurer or the officer who controls the funds of the University shall give bond in the sum of $50,000, payable to the Commonwealth, with condition for the faithful discharge of the duties of his office. The bond shall be approved by the board, entered on the board's journal, and transmitted to the Comptroller and shall remain filed in the Comptroller's office.

B. The board may appoint a vice-president of the University and prescribe his authority, duties, and compensation, if any. The vice-president shall hold office at the pleasure of the board.

C. The board may employ a secretary of the University, a clerk to the board, and such other agents, servants, officers, assistants, and deputies as may be necessary to conduct the business and affairs of the University.

D. The board may remove any officer of the University with the assent of two-thirds of its members, subject to such human resources programs as may be established by the board pursuant to §
23.1-1021
.

E. The board shall prescribe the duties of professors and the course and mode of instruction.
The board may remove any professor with the assent of two-thirds of its members
.

§
23.1-2701
. Membership; quorum; executive committee.

A. The board shall consist of
15
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
three
eight
shall be alumni of the University and at least
10
12
shall be residents of the Commonwealth.

B. The alumni association of the University may submit to the Governor a list of three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly in accordance with §
23.1-1300
,
appoint a member from the list of nominees.

C. A majority of members shall constitute a quorum. Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D. The board may appoint an executive committee for the transaction of business in the recess of
the
board, to serve for a period of one year or until the next regular annual meeting, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2801
. Membership; quorum; executive committee.

A. The board shall consist of
17
18
members appointed by the Governor
in accordance with §
23.1-1300
, of whom at least
13
12
shall be residents of the Commonwealth
and at least eight shall be alumni of the University
.

B. The alumni association of the university may submit to the Governor a list of at least three nominees for each vacancy on the board, whether the vacancy occurs by expiration of a term or otherwise. The Governor may
, subject to confirmation by the General Assembly in accordance with §
23.1-1300
,
appoint a member from the list of nominees.

C. A majority of members shall constitute a quorum. Unless otherwise specially provided by law or unless the bylaws of the governing board require more than a quorum for certain action, pursuant to subsection
K
of §
23.1-1300
, the board may exercise any of the powers conferred upon it pursuant to this subtitle at any meeting of the governing board at which a quorum is present.

D. The board may appoint an executive committee for the transaction of business in the recess of
the
board, to serve for a period of one year or until the next regular annual meeting, subject to the provisions of subsection A of §
23.1-1306
.

§
23.1-2902
. State Board; membership.

A. The State Board shall consist of
15
18
nonlegislative citizen members appointed by the Governor subject to confirmation by the General Assembly
for a term of six years
.

B. Each member shall be a resident of the Commonwealth. No officer, employee, or member of the governing board of any public institution of higher education or of any school subject to the control of the State Board and no member of the Board of Education is eligible for appointment to the State Board. All members of the State Board are members at large charged with the responsibility of serving the best interests of the whole Commonwealth, and no member shall act as the representative of any particular region or institution of higher education.

2. That §
23.1-2504
of the Code of Virginia is repealed.

3. That the unexpired term of any person serving, prior to the effective date of this act, as a member of the State Council of Higher Education for Virginia, pursuant to §
23.1-200
of the Code of Virginia, shall expire on the effective date of this act.

4. That the initial appointment of members of the State Council of Higher Education for Virginia pursuant to §
23.1-200
of the Code of Virginia, as amended by this act, shall be staggered as follows: (i) one member appointed by the Governor, one member appointed by the Senate Committee on Rules, and one member appointed by the House Committee on Rules, shall be appointed for a term of one year; (ii) one member appointed by the Governor, one member appointed by the Senate Committee on Rules, and one member appointed by the House Committee on Rules, shall be appointed for a term of two years; (iii) one member appointed by the Governor, one member appointed by the Senate Committee on Rules, and one member appointed by the House Committee on Rules, shall be appointed for a term of three years; and (iv) one member appointed by the Governor, one member appointed by the Senate Committee on Rules, and one member appointed by the House Committee on Rules, shall be appointed for a term of four years. After the initial appointments of members of the State Council of Higher Education for Virginia pursuant to this enactment, appointments shall be made in accordance with the provisions of §
23.1-200
of the Code of Virginia, as amended by this act.

5. That the unexpired term of any person serving as a member of the governing board of any public institution of higher education, pursuant to §§
23.1-1401
,
23.1-1501
,
23.1-1601
,
23.1-1701
,
23.1-1801
,
23.1-1901
,
23.1-2001
,
23.1-2101
,
23.1-2106
,
23.1-2201
,
23.1-2303
,
23.1-2501
,
23.1-2601
,
23.1-2701
, and
23.1-2801
of the Code of Virginia, prior to the effective date of this act, or as a member of the State Board for Community Colleges, pursuant to §
23.1-2902
of the Code of Virginia, prior to the effective date of this act, shall expire on the effective date of this act.

6. That the initial appointment of members of the governing board of any public institution of higher education appointed pursuant to §§
23.1-1401
,
23.1-1501
,
23.1-1601
,
23.1-1701
,
23.1-1801
,
23.1-1901
,
23.1-2001
,
23.1-2101
,
23.1-2106
,
23.1-2201
,
23.1-2303
,
23.1-2501
,
23.1-2601
,
23.1-2701
, and
23.1-2801
of the Code of Virginia, as amended by this act, shall be staggered as follows: (i) six members appointed by the Governor for a term of six years; (ii) six members appointed by the Governor for a term of four years; and (iii) six members appointed by the Governor for a term of two years. After the initial appointments of members of the governing board of each public institution of higher education pursuant to this enactment, appointments shall be made for terms of six years, beginning on July 1 of the year of appointment, in accordance with the provisions of §
23.1-1300
of the Code of Virginia, as amended by this act.

7. That the initial appointment of members of the State Board for Community Colleges pursuant to §
23.1-2902
of the Code of Virginia, as amended by this act, shall be staggered as follows: (i) six members appointed by the Governor for a term of six years; (ii) six members appointed by the Governor for a term of four years; and (iii) six members appointed by the Governor for a term of two years. After the initial appointments of members of the State Board for Community Colleges pursuant to this enactment, appointments shall be made in accordance with the provisions of §
23.1-2902
of the Code of Virginia, as amended by this act.

8. That the appointment of any member to the governing board of Richard Bland College who was an alumni of Richard Bland College at The College of William and Mary, as it existed under the supervision, management, and control of the governing board of The College of William and Mary prior to the effective date of Chapter 607 of the Acts of Assembly of 2025, shall be deemed an alumni of Richard Bland College for the purpose of satisfying the membership composition requirement set forth in §
23.1-2106
of the Code of Virginia, as amended by this act.

9. That the State Council of Higher Education for Virginia shall develop, implement, and make available to the governing board of each public institution of higher education by January 1, 2027, standards for determining whether a member of the governing board of any institution of higher education has a conflict of interest that would require recusal or resignation, including any conflict of interest relating to the personal employment of any such member.