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Meeting Information

RESOLUTIONS ADOPTED BY THE BOARD OF VISITORS

TENTATIVE MINUTES SUBJECT TO THE APPROVAL OF THE

BOARD OF VISITORS

October 5-6, 2000

 

The Board of Visitors of the University of Virginia met, in Open Session, at 10:10 a.m., Thursday, October 5, 2000, in the Board Room of the Rotunda; John P. Ackerly, III, Rector, presided. Charles M. Caravati, Jr., M.D., William G. Crutchfield, Jr., Charles L. Glazer, William H. Goodwin, Jr., T. Keister Greer, Gordon F. Rainey, Jr., Timothy B. Robertson, Terence P. Ross, Ms. Elizabeth A. Twohy, Walter F. Walker, James C. Wheat, III, Joseph E. Wolfe, and Stephen S. Phelan, Jr., were present.

Present as well were John T. Casteen, III, Leonard W. Sandridge, Alexander G. Gilliam, Jr., Paul J. Forch, Robert W. Cantrell, M.D., Ms. Colette Sheehy, Ernest H. Ern, Robert D. Sweeney, Robert E. Reynolds, M.D., Gene D. Block, L. Jay Lemons, and Ms. Jeanne Flippo Bailes.

The Rector asked for approval of the Minutes of the Board meetings of June 16 and 17, July 14 and 15, and October 2; on motion, approval was given.

The Rector informed the Board of the annual requirement of the Atlantic Coast Conference that he certify that the Board understands that "responsibility for the administration of the athletics program has been delegated to" the President; that the President "has the mandate and support of the Board to operate a program of integrity in full compliance with NCAA, ACC and all other relevant rules and regulations;" and the President, "in consultation with the Faculty Representative and the Director of Athletics, determines how the institutional vote shall be cast on issues of athletic policy presented to the NCAA and the ACC." He advised the Board that he was signing the certification that day.

After discussion, the dates of the June 2001, meeting of the Board were changed from June 8th and 9th to June 15th and 16th.

The Rector asked the President to give his customary report. For the first item of his report, the President deferred to Mr. Sandridge, the Executive Vice President and Chief Operating Officer. Mr. Sandridge announced that the University’s bond rating by Moody’s has just been raised to Aaa.

The President resumed his report with comments on recent national rankings of the University. He noted that for the first time since the State budget cuts of the early ‘90’s, the University stands among the top twenty institutions in the country in the U.S. News and World Report ratings.

The President announced that in response to an initiative by the Student Council and its President, Mr. Bilby, it has been arranged to open the Clemons Library 24 hours a day. After reporting on the searches in progress (Chancellor of The University of Virginia’s College at Wise, Vice President and Provost, Dean of the School of Law, etc.), the President reported on gifts made to the University between May 1, 2000, and July 31, 2000. Gifts and grants for the fiscal year which ended June 30, 2000, amounted to $195.3 million, an increase of $63.1 million over the previous fiscal year. He mentioned a number of individual gifts of interest.

The meeting of the full Board was recessed at 10:35 a.m., for a meeting of the Finance Committee.

The full Board resumed its meeting at 12:05 p.m., with Mrs. Elsie Goodwyn Holland and Mr. Benjamin P.A. Warthen present in addition to the Members listed above.

The Board approved the following motions to enable it to meet in Executive Session in accordance with the terms of the Virginia Freedom of Information Act:

That the Board of Visitors of the University of Virginia go into Executive Session to be advised by General Counsel on pending litigation filed against the University and accompanying litigation risks, as well as to be similarly advised on any threatened litigation or other legal matter that may develop in the course of the Board’s discussions requiring his legal advice and counsel, including his legal advice with respect to student disciplinary procedures, as provided for in Section 2.1-344 (A) (7) of the Code of Virginia.

That the Board of Visitors of the University of Virginia go into Executive Session to review the performance and present and future assignments of senior University administrators, as provided for in Section 2.1-344 (A)(1) of the Code of Virginia.

That the Board of Visitors of the University of Virginia go into Executive Session to discuss with General Counsel and consider acquisition of and investment in certain buildings and real property located in Charlottesville, where if made public initially the University’s bargaining position and financial interests would be adversely implicated, as authorized by Section 2.1-344 (A) 3,6, and 7, of the Code of Virginia.

That the Educational Policy Committee of the Board of Visitors go into Executive Session for the purpose of discussing personnel matters pertaining to the appointment, assignment, reappointment, promotion, performance, compensation, discipline, separation and resignation of specific faculty members of the University of Virginia, as provided for in Section 2.1-344 (A) (1) of the Code of Virginia.

That the Audit Committee of the Board of Visitors of the University of Virginia go into Executive Session to discuss and consider with General Counsel the recommendations and reports of the University Auditor and Compliance Officer with respect to the Auditor’s recently completed performance evaluations of University departments and programs, where personnel performance of identifiable employees and proprietary business data of the Medical Center will be included, as well as requiring an assessment of potential liability, as provided for in Section 2.1-344 (A) (1) (7), (8) and (23) of the Code of Virginia.

That the Health Affairs Committee of the Board of Visitors of the University of Virginia go into Executive Session to discuss the performance and appointment of specific public officers, appointees and employees of the University of Virginia Medical Center; to discuss and be advised on negotiations regarding the Medical Center’s provider service contracts and reimbursement for clinical services, and on amending and implementing its Clinical Information Systems Contract. The discussion of these matters will involve proprietary business-related data of the Medical Center and its strategic computer systems information and, if made public initially, the competitive position and financial interests of the Medical Center would be adversely implicated. These items are provided for in Section 2.1-344(A)(1), (7), (8) and (23) of the Code of Virginia.

The Board went into Executive Session at 12:10 p.m., recessed for lunch at 1:00 p.m., resumed at 1:45 p.m., and recessed once again at 4:05 p.m.

The full Board resumed its meeting, in Open Session, at 4:10 p.m., in the Dome Room of the Rotunda. The Rector, Ms. Twohy and Messrs. Glazer, Crutchfield, Caravati, Greer, Rainey, Robertson, Wheat, and Wolfe were present.

The following resolutions were adopted:

ESTABLISHMENT OF THE JOSEPH WEINTRAUB BANK OF

AMERICA PROFESSORSHIP IN LAW

WHEREAS, Joseph Weintraub, a native of Georgia, attended the College and the School of Law; and

WHEREAS, Mr. Weintraub moved to Florida in 1926 and established a law practice in Miami, later founding the American Title Insurance Company, the Pan American Bank, Inc., and the Intercontinental Bank; and

WHEREAS, the Pan American Bank and the Intercontinental Bank were merged into NationsBank Corporation which in turn became part of the Bank of America Corporation; and

WHEREAS, Mr. Weintraub created the Joseph Weintraub Family Foundation, Inc. in 1949; and

WHEREAS, Mr. Weintraub died in 1987; and

WHEREAS, Mr. Weintraub’s son, Michael Weintraub, an alumnus of the College and of the Law School, is now Chairman of the Joseph Weintraub Family Foundation; and

WHEREAS, the Foundation, with a significant gift from the Bank of America Corporation, has made a gift to establish a professorship in Joseph Weintraub’s memory;

RESOLVED that the Board of Visitors establishes the Joseph Weintraub — Bank of America Professorship in Law, to be held in the School of Law, and expresses its great appreciation to the Weintraub family, the Weintraub Family Foundation, and the Bank of America Corporation for their generosity.

ESTABLISHMENT OF THE TERESA HEINZ PROFESSORSHIP IN SUSTAINABLE COMMUNITIES IN THE SCHOOL OF ARCHITECTURE

WHEREAS, Teresa Heinz is one of the most important environmental leaders in the United States; and

WHEREAS, Mrs. Heinz, as chair of the Heinz Family Philanthropies and the Howard Heinz Endowment, has helped develop strategies to protect the environment; and

WHEREAS, under Mrs. Heinz’s leadership, one of the established goals of the Heinz Endowments is to promote the design of urban environments in ways that advance sustainable communities; and

WHEREAS, the Vira I. Heinz Endowment has made a generous gift to the School of Architecture to establish a professorship; and

WHEREAS, the Saunders family, through the Saunders Professors Fund, has matched the gift of the Heinz Endowment;

RESOLVED that the Board of Visitors establishes the Teresa Heinz Professorship in Sustainable Communities, to be held in the School of Architecture, and expresses its appreciation to the Vera I. Heinz Endowment and the Saunders family for their generosity.

ESTABLISHMENT OF THE EDMUND H. HENDERSON PROFESSORSHIP IN EDUCATION

WHEREAS, Edmund H. Henderson of Easton, Maryland, took a B.A. from the College in 1950; and

WHEREAS, Mr. Henderson directed the McGuffey Reading Center at the Curry School from 1969 until his death in 1989; and

WHEREAS, much of the Center’s success can be attributed to Mr. Henderson’s work; and

WHEREAS, Achsah Easter Henderson, Mr. Henderson’s widow, has made a generous gift to the Curry School to establish a chair in her husband’s memory; and

WHEREAS, Mrs. Henderson’s gift has been matched by the Saunders Professors Fund

RESOLVED that the Board of Visitors establishes the Edmund H. Henderson Professorship in Education, to be held in the Curry School, honors Mr. Henderson’s memory and expresses its appreciation to Mrs. Henderson and to the Saunders family for their generosity.


ESTABLISHMENT OF THE NOVARTIS US FOUNDATION PROFESSORSHIP IN THE CURRY SCHOOL OF EDUCATION

WHEREAS, the Novartis US Foundation, created by the Novartis Corporation, has a particular interest in supporting new and innovative efforts in education; and

WHEREAS, the Novartis US Foundation has made a generous gift to the Curry School to establish a professorship and to help establish the Center for Young Children, Families and Risk; and

WHEREAS, the Saunders family, through the Saunders Professors Fund, and other friends of the Curry School also have contributed to the proposed professorship;

RESOLVED that the Board of Visitors establishes the Novartis US Foundation Professorship, to be held in the Curry School of Education, and thanks the Novartis US Foundation, the Saunders family and other friends of the Curry School who have made the professorship possible.


ESTABLISHMENT OF THE THOMAS A. SAUNDERS, III,FAMILY PROFESSORSHIP IN NURSING

WHEREAS, Theresa A. Thomas died in Hanover County in 1972; and

WHEREAS, her husband, George Thomas, soon after Mrs. Thomas’ death established the Theresa A. Thomas Memorial Foundation; and

WHEREAS, the Theresa A. Thomas Memorial Foundation has made a generous gift to the School of Nursing for a professorship; and

WHEREAS, the Saunders family, through the Saunders Professors Fund, has matched the Foundation’s gift in order that the professorship might be established; and

WHEREAS, it is the wish of the Foundation that the professorship be named to honor the generosity of the Saunders family;

RESOLVED that the Board of Visitors establishes the Thomas A. Saunders, III Family Professorship in Nursing, to be held in the School of Nursing, and expresses its gratitude to the Theresa A. Thomas Memorial Foundation and the Saunders family for making this professorship possible.

ESTABLISHMENT OF THE MADELINE HIGGINBOTHAM SLY PROFESSORSHIP IN NURSING

WHEREAS, Madeline Higginbotham Sly took a B.S. in Nursing from the University in 1966 and her husband, Donald, an M.D. in 1961; and

WHEREAS, Dr. and Mrs. Sly, throughout their professional careers, have maintained a commitment to education and patient care, as well as close ties to the University; and

WHEREAS, Dr. and Mrs. Sly have made a generous gift to the School of Nursing for a professorship, and have created a living trust to provide scholarships for medical and nursing students; and

WHEREAS, the Saunders family, through the Saunders Professors Fund, has made a matching gift for the professorship;

RESOLVED that the Board of Visitors establishes the Madeline Higginbotham Sly Professorship in Nursing, to be held in the School of Nursing, and expresses its appreciation to Dr. and Mrs. Sly and to the Saunders family for their generosity.

The Board recessed at 4:40 p.m.

The Board resumed in Executive Session at 8:30 a.m., Friday, October 6th, in the Board Room of the Rotunda. All Members were present save Messrs. Bliley and Goodwin. The meeting lasted until 9:55 a.m.

After hearing a report from Mrs. Holland on the forthcoming session for Members of Boards of Visitors of state institutions, organized by the State Council for Higher Education in Virginia, the Board recessed at 10:05 a.m., for Committee meetings.

The full Board resumed its meeting at 4:00 p.m., Friday, October 6th, in the Board Room of the Rotunda. All Members were present save Mr. Goodwin.

APPROVAL OF REVISIONS TO THE PERMANENT UNIVERSITY IMPLEMENTING PROCEDURES FOR MEDICAL CENTER PROCUREMENTS

The following resolution was adopted:

RESOLVED that the Permanent University Implementing Procedures for Medical Center Procurements are revised (see Attachment) to correct outdated titles and terminology, increase the threshold for small procurements and sole-source justifications from $30,000 to $50,000, and provide for emergency procurement authority.

CONFLICT OF INTEREST EXEMPTION: GENEURON THERAPEUTICS, INC.

The following resolution was adopted:

WHEREAS, the School of Medicine wishes to enter into sponsored research contracts with GeNeuron, Inc., for developing biologically enhanced devices for treatment of neurovascular disease; and

WHEREAS, Gerald R. Hankins, Ph.D., Gregory A. Helm, M.D., David F. Kallmes, M.D., have disclosed in advance their equity interests of 23.3, 24.2, 23.8, percent, respectively, in GeNeuron Therapeutics, Inc., and

WHEREAS, the University’s entry into research agreements with GeNeuron Therapeutics, Inc., would thereby expose Mr. Hankins, Dr. Helm, and Dr. Kallmes to violation of the Virginia Conflicts of Interest Act unless approved by the Board as permitted by §2.1-639.6(c) (7) of the Code of Virginia;

RESOLVED that the conflict of interest of Gerald R. Hankins, Ph.D., Gregory A. Helm, M.D., and David F. Kallmes, M.D., is approved by the Board of Visitors in order to permit the University to enter into agreements with GeNeuron, Inc., for research funding for the development of biologically enhanced devices for treatment of neurovascular disease; provided, as required by the law, Mr. Hankins, Dr. Helm, and Dr. Kallmes file the required annual disclosure statement of personal interests in GeNeuron Therapeutics, Inc., the University files the required annual report concerning the contracts with the Secretary of the Commonwealth, and the Associate Dean for Research vigilantly oversees application of University resources in the best interests of the University and in accordance with policy.

CONFLICT OF INTEREST EXEMPTION: RESPIRATORY RESEARCH, INC.

The following resolution was adopted:

WHEREAS, the School of Medicine wishes to enter into a contract with Respiratory Research, Inc., to purchase a device to assist researchers in the development of technology and medications for the treatment of asthma and tuberculosis; and

WHEREAS, Benjamin Gaston, M.D., and John Hunt, M.D., have disclosed in advance their equity interests of 9.4 and 43.4 percent, respectively, in Respiratory Research, Inc.; and

WHEREAS, the University’s entry into a contract

with Respiratory Research, Inc., would thereby expose Drs. Gaston and Hunt to violation of the Virginia Conflicts of Interest Act unless approved by the Board as permitted by §2.1-639.6(c) (7) of the Code of Virginia;

 

RESOLVED that the conflict of interest of Benjamin Gaston, M.D., and John Hunt, M.D., is approved by the Board

of Visitors in order to permit the University to enter an agreement with Respiratory Research, Inc., to purchase a device to be used for the development of technology for the treatment of asthma; provided, as required by the Virginia Conflict of Interests Act, the faculty file the required annual disclosure statement of personal interests in Respiratory Research, Inc., the University files the required annual report concerning the contact with the Secretary of the Commonwealth, and the relevant department chair vigilantly oversees application of University resources in the best interests of the University and in accordance with policy.

CONFLICT OF INTEREST EXEMPTION: APACHE MEDICAL SYSTEMS

The following resolution was adopted:

WHEREAS, the School of Medicine wishes to enter into a sponsored research contract with Apache Medical Systems, Inc., for activities that would assist in the development and validation of statistical and mathematical decision support models for cardiovascular diseases, HIV, cancer, and women’s health issues; and

WHEREAS, William A. Knaus, M.D., has disclosed in advance his equity interests of 5.8 percent, in Apache Medical Systems Inc.; and

WHEREAS, the University’s entry into a research agreement with Apache Medical Systems, Inc., would thereby expose Dr. Knaus to violation of the Conflicts of Interest Act unless approved by the Board as permitted by §2.1-639.6(c) (7) of the Code of Virginia;

RESOLVED that the conflict of interest of William A. Knaus, M.D., is approved by the Board of Visitors in order to permit the University to enter into an agreement with Apache Medical Systems, Inc., for activities that would assist in the development and validation of statistical and mathematical decision support models for cardiovascular diseases, HIV, cancer and women’s health issues; provided, as required by the Virginia Conflict of Interests Act, Dr. Knaus, files the required annual disclosure statement of personal interests in Apache Medical Systems, Inc., the University files the required annual report concerning the contract with the Secretary of the Commonwealth, and the Associate Dean for Research vigilantly oversees the application of University

resources in the best interests of the University and in accordance with policy.

APPROVAL OF THE BOARD OF VISITORS REPRESENTATIVES TO THE GOVERNING BOARDS OF UNIVERSITY-RELATED FOUNDATIONS

The following resolution was adopted:

RESOLVED that the following persons be approved as representatives of the Board of Visitors to the governing boards of the following University-Related Foundations:

Alumni Association of the University of Virginia
Gordon F. Rainey, Jr.

Alumni Board of Trustees of the University of Virginia Endowment Fund
Robert V. Hatcher, Jr.

University of Virginia College Foundation
Timothy B. Robertson

University of Virginia’s College at Wise Foundation
Joseph E. Wolfe

University of Virginia Curry School of Education Foundation, Inc.
Hovey S. Dabney

University of Virginia Darden School Foundation
Lemuel E. Lewis

Foundation of the State Arboretum Blandy Experimental Farm
Rebecca D. Kneedler

Healthcare Partners, Inc.
Charles M. Caravati, Jr.

University of Virginia Health Services Foundation
Harry J.G. van Beek

Historic Renovation Corporation
David W. Carr

University of Virginia Law School Alumni Association and Foundation
Mortimer M. Caplin

University of Virginia McIntire School of Commerce Foundation
Elizabeth A. Twohy

University of Virginia Medical School Alumni Association and Foundation
Charles M. Caravati, Jr.

Miller Center Foundation of the University of Virginia
John P. Ackerly, III

University of Virginia Patent Foundation
Timothy B. Robertson

University of Virginia Foundation and University Real Estate Foundation
John P. Ackerly, III

University of Virginia Host Properties, Inc.
Robert G. Butcher, Jr.

University Tax Foundation, Inc.
Joseph E. Gibson

Virginia Ambulatory Surgery, Inc. R.
Scott Jones

Virginia Engineering Foundation, Inc.
James E. Ryan, Jr.

Virginia Student Aid Foundation
M. Terry Holland

Virginia Urologic Foundation
William D. Steers

APPROVAL OF ARCHITECT SELECTION FOR THE EMMET STREET PEDESTRIAN BRIDGE PROJECT

The following resolution was adopted:

RESOLVED that Ayers/Saint/Gross, Inc., of Baltimore, Maryland, is approved for the performance of architectural and engineering services for the Emmet Street Pedestrian Bridge project.

APPROVAL OF ENGINEER SELECTION FOR THE DAVIS ELECTRICAL VAULT PROJECT

The following resolution was adopted:

RESOLVED that RMF Engineering, Inc., of

Baltimore, Maryland, is approved for the performance of architectural and engineering services for the Davis Electrical Vault project.

APPROVAL OF ARCHITECTURAL DESIGN GUIDELINES FOR STUDIO ART BUILDING PROJECT

The following resolution was adopted:

RESOLVED that the architectural design

guidelines, dated September 20, 2000, prepared by the Architect for the University, for the Studio Art Building project, are approved; and

RESOLVED FURTHER that the project will be presented for further review at the schematic design level of development.

APPROVAL OF PERMANENT EASEMENT FOR VIRGINIA ELECTRIC AND POWER COMPANY ACROSS UNIVERSITY OF VIRGINIA PROPERTY LOCATED AT THE LAMBETH FIELD RESIDENCE AREA

The following resolution was adopted:

RESOLVED that the granting of a permanent easement, dated September 20, 2000, to Virginia Electric and Power Company for an underground electric line serving 35 University Circle, across property owned by The Rector and Visitors of the University of Virginia, is approved; and

RESOLVED FURTHER that appropriate officers of the University are authorized to execute said dedication and easement.

APPROVAL OF PERMANENT EASEMENT FOR VIRGINIA ELECTRIC AND POWER COMPANY ACROSS UNIVERSITY OF VIRGINIA PROPERTY LOCATED ON MONROE LANE

The following resolution was adopted:

RESOLVED that the granting of a permanent easement, dated September 20, 2000, to Virginia Electric and Power Company for an electric line located on the west side of Monroe Lane, across property owned by The Rector and Visitors of the University of Virginia, is approved; and

RESOLVED FURTHER that appropriate officers of the University are authorized to execute said dedication and easement.

APPROVAL OF BOND ISSUANCE FOR MONROE LANE RESIDENCE HALL

The following resolution was adopted:

WHEREAS, the General Assembly of Virginia passed an act entitled "Commonwealth of Virginia Higher Educational Institutions Bond Act of 2000" (the "2000 Act") which has been or is expected to be signed by the Governor; and

WHEREAS, the 2000 Act may be repealed but the Project, as defined below, continues as an authorized project for bond financing through subsequent legislation (the 2000 Act and any such subsequent legislation, the "Act"); and

WHEREAS, pursuant to the Act, the Treasury Board of the Commonwealth of Virginia (the "Treasury Board") is authorized, by and with the consent of the Governor, to sell and issue bonds or bond anticipation notes of the Commonwealth of Virginia for the purpose of providing funds, with other available funds, for paying the cost of acquiring, constructing, renovating, enlarging, improving and equipping certain revenue-producing capital projects at certain institutions of higher learning of the Commonwealth and for paying issuance costs, reserve funds and other financing expenses (the "Financing Expenses"), all in accordance with the provisions of Section 9(c) of Article X of the Constitution of Virginia; and

WHEREAS, such revenue-producing capital projects include the Monroe Lane Student Residence Hall, Capital Outlay Project Number 16385 (the "Project") for the University of Virginia (the "Institution"); and

WHEREAS, the Treasury Board is proposing to sell and issue bonds or bond anticipation notes pursuant to the Act for such revenue-producing capital projects, in one or more series;

RESOLVED that:

Section 1. The Board of Visitors of the Institution (the "Board") requests the Treasury Board to sell and issue bonds or bond anticipation notes ("BAN's") in an aggregate principal amount not to exceed $4,800,000 to finance all or a portion of the costs of the Project plus Financing Expenses (individually, the "Project Bonds" or "Project Notes," collectively, the "Project Borrowing"). The Project Borrowing will be identified by amount by the State Treasurer upon issuance of any bonds or BAN's.

Section 2. The Board (a) covenants to fix, revise, charge and collect a housing fee and other rates, fees and charges, for or in connection with the use, occupation and services of the Project and (b) pledges such rates, fees and charges remaining after payment of (i) the expenses of operating the Project and (ii) the expenses related to all other activities funded by the housing fee ("Net Revenues") to the payment of the principal of, premium, if any, and interest on the Project Borrowing. The Board further covenants that it will fix, revise, charge and collect such rates, fees and charges in such amounts so that Net Revenues will at all times be sufficient to pay, when due, the principal of, premium, if any, and interest on the Project Borrowing and on any other obligations secured by Net Revenues (such payments collectively the "Required Payments"). The Project Borrowing shall be secured on a parity with such other obligations so secured by Net Revenues (other than any obligations secured by a prior right in Net Revenues). Any Net Revenues pledged herein in excess of the Required Payments may be used by the Institution for any other lawful purpose.

Section 3. It is hereby found, determined and declared that, based upon responsible engineering and economic estimates and advice of appropriate officials of the Institution, as shown on the Financial Feasibility Study, the anticipated Net Revenues pledged herein will be sufficient to pay the Required Payments so long as the aggregate amount of net debt service on the Project Borrowing actually payable in any bond year does not exceed the amounts assumed in the Financial Feasibility Study.

Section 4. The Board covenants that the Institution will furnish the Treasury Board its general purpose financial statements, within 30 days of their issuance and receipt, audited by a firm of certified public accountants or the Auditor of Public Accounts which shall include a schedule of revenues and expenditures for auxiliary enterprise systems. If Net Revenues are insufficient to pay Required Payments during such period, the Institution shall provide evidence of a plan to generate Net Revenues sufficient to make Required Payments in the future.

Section 5. The Board covenants that so long as any of the Project Notes are outstanding, the Institution will pay to the State Treasurer, not less than 30 days before each interest payment date, an amount estimated by the State Treasurer to be due and payable on such date as interest on the Project Notes. The Board covenants that so long as any of the Project Bonds are outstanding, the Institution will pay to the State Treasurer, not less than 30 days before each interest or principal payment date, the amount certified by the State Treasurer to be due and payable on such date as principal of, premium, if any, and interest on the Project Bonds.

Section 6. The Board hereby approves and authorizes its Executive Vice President and Chief Operating Officer (officer) to execute and deliver on behalf of the Institution the Payment Agreement, to be completed with such changes as the officer of the Institution executing such Payment Agreement determines to be appropriate and in the best interest of the Institution.

Section 7. The Board covenants that the Institution will pay from time to time its proportionate share of all expenses incurred in connection with the sale and issuance of any series of bonds that includes Project Bonds or Project Notes and all expenses thereafter incurred in connection with the Bonds, including without limitation the expense of calculating any rebate to the United States of the earnings derived from the investment of gross proceeds of the Bonds, all as certified by the State Treasurer to the Institution.

Section 8. The Board covenants that the Institution will not take or omit to take any action the taking or omission of which will cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, including regulations issued pursuant thereto (the "Code"), or otherwise cause interest on the Bonds to be includable in the gross income of the owners thereof for federal income tax purposes under existing laws. Without limiting the generality of the foregoing, the Institution will pay from time to time its proportional share of any rebate to the United States of the earnings derived from the investment of the gross proceeds of the Bonds.

Section 9. The Board covenants that the Institution will proceed with due diligence to undertake and complete the Project and that the Institution will spend all of the available proceeds derived from the sale of the Project Borrowing for costs associated with the Project and appropriated for the Project by the General Assembly.

Section 10. The Board covenants that the Institution will not permit the proceeds of the Project Borrowing to be used in any manner that would result in (a) 5 percent or more of such proceeds being used in a trade or business carried on by any person other than a governmental unit, as provided in Section 141(b) of the Code, (b) 5 percent or more of such proceeds being used with respect to any output facility within the meaning of Section 141(b)(4) of the Code, or (c) 5 percent or more of such proceeds being used directly or indirectly to make or finance loans to any persons other than a governmental unit, as provided in Section 141(c) of the Code. The Institution need not comply with such covenants if the Institution obtains the written approval of the State Treasurer and an opinion of nationally recognized bond counsel acceptable to the Treasury Board that such covenants need not be complied with to prevent the interest on the Bonds from being includable in the gross income of the owners thereof for federal income tax purposes.

Section 11. The Board covenants that for so long as any of the Bonds are outstanding the Institution will not enter into any operating lease, management contract or similar agreement with any person or entity, other than a state or local governmental unit, for all or any portion of the Project without first obtaining the written approval of the State

Treasurer and an opinion of nationally recognized bond counsel acceptable to the Treasury Board that entering into such agreement will not cause the interest on the Bonds to be included in the gross income of the owners thereof for federal income tax purposes.

Section 12. The Board covenants that for so long as any of the Bonds are outstanding, the Institution will not sell or dispose of any or any part of the Project without first obtaining the written approval of the State Treasurer and an opinion of nationally recognized bond counsel acceptable to the Treasury Board that such sale or disposition will not cause interest on the Bonds to be included in the gross income of the owners thereof for federal income tax purposes.

Section 13. The officers of the Institution are authorized and directed to execute and deliver all certificates and instruments and to take all such further action as may be considered necessary or desirable in connection with the sale and issuance of the Bonds.

Section 14. The Board acknowledges that the Treasury Board will rely on the representations and covenants set forth herein in issuing the Bonds, that such covenants are critical to the security for the Bonds and the exclusion of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes, that the Board will not repeal, revoke, rescind or amend any of such covenants without first obtaining the written approval of the Treasury Board, and that such covenants will be binding upon the Board so long as any of the Bonds are outstanding.

Section 15. This resolution shall take effect immediately.

APPROVAL OF INSTITUTIONAL PERFORMANCE AGREEMENT

The following resolution was adopted:

WHEREAS, item 131 of the 2000 Appropriation Act requires the Secretary of Education to recommend to the Chairmen of the Senate Finance Committee and House Appropriations Committee those institutions that are ready to proceed with an institutional performance agreement (IPA) by December 1, 2000; and

WHEREAS, in order to facilitate his recommendation on July 27, 2000, the Secretary of Education asked the University to develop an IPA; and

WHEREAS, the University has developed an IPA according to the guidance provided by the Secretary of Education;

RESOLVED that the IPA is approved subject to further modifications during the negotiation process with the Secretary of Education;

RESOLVED FURTHER that the President and the Executive Vice President and Chief Operating Officer are hereby authorized to amend the IPA during the negotiation process in consultation with the members of the Board of Visitors who also were members of the Governor’s Blue Ribbon Commission on Higher Education.

REPORT ON ACTIONS OF THE EXECUTIVE COMMITTEE

Mr. Sandridge reported on the following actions taken by the Executive Committee on July 14, 2000, and September 7, 2000:

1. APPROVAL OF ARCHITECT SELECTION FOR THE STUDIO ART BUILDING

(Adopted July 14, 2000)

RESOLVED that Machado & Silvetti Associates, Inc. of Boston, Massachusetts, is approved for the performance of architectural and engineering services for the Studio Art Building.

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2. APPROVAL OF UNIVERSITY OF VIRGINIA MEDICAL CENTER LEGISLATIVE PROPOSALS

(Adopted July 14, 2000)

WHEREAS, the Executive Committee of the Board of Visitors has reviewed proposed legislative actions related to interest earnings on Medical Center operating cash balances and increased autonomy for Medical Center employee compensation and benefits, and procurement functions in the Medical Center; and

WHEREAS, the Executive Committee concludes that the proposed changes are prudent and in the best interest of the University;

RESOLVED that the Executive Vice President and Chief Operating Officer is authorized to seek legislation accomplishing the above-described purposes.

3. APPROVAL OF THE DISINVESTMENT OF MILLER CENTER GENERAL ENDOWMENT

(Adopted July 14, 2000)

RESOLVED by the Executive Committee of the Board of Visitors that the disinvestment of the Miller Center General Endowment, a quasi-endowment, be approved and that the proceeds be applied to the Miller Center Addition and Renovation project.

4. CONFLICT OF INTEREST EXEMPTION

(Adopted September 7, 2000)

WHEREAS, the School of Medicine wishes to enter into a sponsored research contract with EluSys Therapeutics, Inc., for developing technology for the treatment of chronic Hepatitis C; and

WHEREAS, Ronald P. Taylor, Ph.D., has disclosed in advance his equity interests of 3.3 percent in EluSys Therapeutics, Inc.; and

WHEREAS, the University’s entry into a research agreement with EluSys Therapeutics, Inc., would thereby expose Mr. Taylor to violation of the Virginia Conflicts of Interests Act unless approved by the Board as permitted by §2.1-639.6(c) (7) of the Code of Virginia;

RESOLVED that the conflict of interest of Ronald P. Taylor, Ph.D., is approved by the Board of Visitors in order to permit the University to enter into an agreement with EluSys Therapeutics, Inc., for research funding for the development of technology for the treatment of Hepatitis C; provided, as required by the Virginia Conflict of Interests Act, Mr. Taylor files the required annual disclosure statement of personal interests in EluSys Therapeutics Inc., the University files the required annual report concerning the contract with the Secretary of the Commonwealth, and the relevant department chair vigilantly oversees application of University resources in the best interests of the University and in accordance with policy.

5. AUTHORIZATION TO AMEND THE FISCAL YEAR 2000-2001 ENDOWMENT INCOME DISTRIBUTION

(Adopted September 7, 2000)

RESOLVED that the Executive Vice President and

Chief Operating Officer is authorized to increase the Fiscal Year 2000-2001 income distribution of Class A shares from $89.39 to $90.56 per share and Class B shares from $122.76 to $125.89 per share.

6. APPROVAL OF RENEWAL OF LEASE ON LOWER APARTMENT, PAVILION VIII

(Adopted September 7, 2000)

RESOLVED by the Executive Committee of the Board of Visitors approves the renewal of the lease on the Lower Apartment in Pavilion VIII, held by Ms. Sarah Farrell, Assistant Professor of Nursing, for a term of two years; the lease shall expire on July 31, 2002.

The following resolution was adopted:

WHEREAS, the Board of Visitors approved a project for the renovation of the Observatory Hill Dining Hall, and

WHEREAS, the bids let for the project have come in considerably over budget; and

WHEREAS, a new dining hall with more space and better siting can be built for slightly more than the cost of renovating the building;

RESOLVED that the Board of Visitors approves the demolition of the Observatory Hill Dining Hall and the Tree House, which will be replaced by a new facility.

APPROVAL OF THE PLACEMENT OF A FOUNTAIN AT THE UNIVERSITY OF VIRGINIA’S COLLEGE AT WISE

The following resolution was adopted:

WHEREAS, Dumlupinar University in Kutahya, Turkey, has given The University of Virginia’s College at Wise a fountain kiosk in commemoration of the ties between the two institutions; and

WHEREAS, the College and its Board propose that

the fountain be erected on the plaza in front of Zehmer Hall;

RESOLVED that the Board of Visitors approves the proposal to erect the fountain from Dumlupinar University on the plaza in front of Zehmer Hall at The University of Virginia’s College at Wise.

APPROVAL OF SUMMARY OF AUDIT FINDINGS

The following resolution was adopted:

RESOLVED that the Summary of Audit and Compliance Findings for the period May 1, 2000 through July 31, 2000 as presented by the Director of Audits, is approved as recommended by the Audit Committee.

RESOLUTION OF COMMENDATION TO MR. L. JAY LEMONS

The following resolution was adopted:

WHEREAS, L. Jay Lemons, a native of Nebraska and an alumnus of Nebraska Wesleyan University, the University of Nebraska and the University of Virginia, was elected Interim Chancellor of The University of Virginia’s College at Wise in 1992 and Chancellor in 1993; and

WHEREAS, Mr. Lemons has directed an extraordinarily successful administration and led the College to new heights of excellence; and

WHEREAS, Mr. Lemons and his wife, Marsha, have fostered a sense of community in the College among faculty, students and alumni; and

WHEREAS, Mr. and Mrs. Lemons have in every way been good citizens of the larger community of Southwest Virginia, and have brought extraordinary and visible credit to themselves and the College; and

WHEREAS, Mr. and Mrs. Lemons will leave Wise County for Pennsylvania, where Mr. Lemons has been elected President of Susquehanna University;

RESOLVED that the Board of Visitors thanks Mr. and Mrs. Lemons and commends them for a job well done, expresses regret at their departure from The College at Wise and from Virginia, and wishes them every success in Pennsylvania.

 

FACULTY PERSONNEL ACTIONS

 

ELECTIONS

The following resolution was adopted:

RESOLVED that the following persons are elected to the faculty:

Mr. Scott T. Acton as Associate Professor of Electrical Engineering, for three academic years, effective August 25, 2000.

Mr. Kozo Ajiro as Associate Professor of Research in Biochemistry, for the period May 8, 2000 through March 31, 2001.

Dr. Philip J. Balestrieri as Associate Professor of Anesthesiology, for three years, effective July 17, 2000.

Ms. Kathryn W. Bradley as Assistant Professor, General Faculty, for one year, effective May 25, 2000.

Dr. Thomas E. Brown as Assistant Professor of Orthopaedic Surgery, for three years, effective August 1, 2000.

Dr. Lisa A. Cerilli as Assistant Professor of Pathology, for three years, effective July 1, 2000.

Mr. Richard A. Defazio as Assistant Professor of Research in Internal Medicine, for one year, effective July 1, 2000.

Mr. Jose G. Delgado-Frias as Associate Professor of Electrical Engineering, effective August 25, 2000.

Mr. Umesh S. Deshmukh as Assistant Professor of Research in Internal Medicine, for three years, effective July 1, 2000.

Dr. Wael M. El-Rifai as Assistant Professor of Research in Internal Medicine, for one year, effective July 10, 2000.

Mr. Frederick H. Epstein as Associate Professor of Radiology, for three years, effective July 17, 2000.

Mr. Xitao Fan as Associate Professor of Education, effective August 25, 2000.

Dr. James M. Fitz-Gerald as Assistant Professor of Materials Science and Engineering, for three years, effective May 25, 2000.

Dr. Heidi H. Gillenwater as Assistant Professor of Clinical Internal Medicine, for three years, effective July 1, 2000.

Dr. Jay M. Gillenwater as Assistant Professor of Clinical Pediatrics, for three years, effective July 1, 2000.

Mr. Theo C. Giras as Research Professor of Electrical Engineering, for three years, effective June 25, 2000.

Dr. Phillip V. Gordon as Assistant Professor of Pediatrics, for three years, effective July 1, 2000.

Mr. James F. Groves as Research Assistant Professor of Materials Science and Engineering, for two years, effective May 25, 2000.

Ms. Jane A. Hansen as Professor of Education, effective August 25, 2000.

Dr. Paul J. Hoehner as Associate Professor of Anesthesiology, for three years, effective June 20, 2000.

Dr. Orieji C. Illoh as Assistant Professor of Pathology, for three years, effective July l, 2000.

Mr. Tetsuya Iwasaki as Assistant Professor of Mechanical Engineering, for three years, effective May 25, 2000.

Dr. Edward M. Kantor as Assistant Professor of Psychiatric Medicine, for three years, effective July 1, 2000.

Dr. Ludmila A. Kryzhanivska as Assistant Professor of Research in Psychiatric Medicine, for one year, effective July 1, 2000.

Ms. Mary S. Landrum as Associate Professor, General Faculty, for one year, effective August 25, 2000.

Dr. Daniel A. Leung as Assistant Professor of Radiology, for three years, effective July 1, 2000.

Dr. Zhenqi Liu as Assistant Professor of Research in Internal Medicine, for three years, effective July 1, 2000.

Mr. Shawn T. Lyons as Assistant Professor, General Faculty, for three years, effective June 25, 2000.

Dr. James M. Mangrum as Assistant Professor of Internal Medicine, for three years, effective July 1, 2000.

Dr. Amy J. Mangrum as Assistant Professor of Research in Internal Medicine, for three years, effective July 1, 2000.

Dr. Giancarlo Mari as Associate Professor of Obstetrics and Gynecology, for three years, effective July 3, 2000.

Dr. Martin E. Matsumura as Assistant Professor of Research in Internal Medicine, for one year, effective July 1, 2000.

Dr. Gale A. McCarty as Professor of Clinical Internal Medicine, for three years, effective July 1, 2000.

Ms. Rachel Most as Assistant Professor, General Faculty, for two years, effective March 27, 2000.

Mr. Ronald T. Murray as Assistant Professor of Medical Education, for the period March 25, 2000 through August 9, 2002.

Dr. Kenneth J. Nunes as Assistant Professor of Clinical Obstetrics and Gynecology, for one year, effective July 1, 2000.

Dr. Jennifer K. P. Penberthy as Assistant Professor of Research in Psychiatric Medicine, for one year, effective July 1, 2000.

Dr. Margaret L. Plews-Ogan as Assistant Professor of Clinical Internal Medicine, for three years, effective July 1, 2000.

Dr. Patrice K. Rehm as Associate Professor of Radiology, for three years, effective July 1, 2000.

Dr. Joel M. Schectman as Associate Professor of Internal Medicine, for three years, effective July 3, 2000.

Dr. Robert C. Shepard as Associate Professor of Clinical Internal Medicine, for three years, effective July 1, 2000.

Ms. Sandra J. Shultz as Research Assistant Professor of Education, for one year, effective June 25, 2000.

Dr. Estela T. Smith as Assistant Professor of Clinical Radiology, for one year, effective June 2, 2000.

Dr. Jim B. Tucker as Assistant Professor of Research in Psychiatric Medicine, for three years, effective June 25, 2000.

Dr. Rosalie M. Uht as Assistant Professor of Pathology, for three years, effective June 19, 2000.

Dr. Joseph Wagstaff as Associate Professor of Pediatrics, for three years, effective May 1, 2000.

Dr. Harry A. Wellons as Professor of Clinical Surgery, for two years, effective July 17, 2000.

Dr. Zhiyi Zuo as Assistant Professor of Anesthesiology, for three years, effective July 1, 2000.



ACTIONS RELATING TO CHAIRHOLDERS

The following resolution was adopted:

 

RESOLVED that the actions relating to the chairholders are approved as shown below:

(a) Election of Chairholders

Ms. Barbara E. Armacost as Class of 1941 Research Professor of Law, for three years, effective May 25, 2000. Ms. Armacost will continue as Professor of Law.

Mr. Glen L. Bull as Virgil S. Ward Professor of Education, for two years, effective June 25, 2000. Mr. Bull will continue as Professor of Education.

Dr. Gerald R. Donowitz as Edward Watson Hook Distinguished Professor of Internal Medicine, effective July 1, 2000. Mr. Donowitz will continue as Professor of Internal Medicine.

Dr. Shu Man Fu as Margaret M. Trolinger Professor of Rheumatology, effective July 1, 2000. Dr. Fu will continue as Professor of Internal Medicine.

Mr. Joseph A. C. Humphrey as Professor of Mechanical and Aerospace Engineering and Nancy and Neal Wade Professor of Engineering and Applied Science, effective July 25, 2000.

Mr. Paul G. Mahoney as Brokaw Professor of Corporate Law, effective June 25, 2000. Mr. Mahoney will continue as the Albert C. BeVier Research Professor of Law, and Professor of Law.

Mr. David A. Martin as F. Palmer Weber Research Professor of Civil Liberties and Human Rights, for three years, effective May 25, 2000. Mr. Martin will continue as Professor of Law.

Mr. Daniel R. Ortiz as Joseph C. Carter, Jr. Research Professor of Law, for three years, effective May 25, 2000. Mr. Ortiz will continue as John Allan Love Professor of Law.

Dr. James F. Reibel as G. Slaughter Fitz-Hugh Associate Professor of Otolaryngology, effective July 25, 2000. Dr. Reibel will continue as Associate Professor of Otolaryngology — Head and Neck Surgery.

Mr. Glen O. Robinson as Horace W. Goldsmith Research Professor of Law, for three years, effective May 25, 2000. Mr. Robinson will continue as Professor of Law.

Mr. George A. Rutherglen as Edward F. Howrey Professor of Law, for three years, effective May 25, 2000. Mr. Rutherglen will continue as O. M. Vicars Professor of Law.

Mr. Paul B. Stephan, III, as E. James Kelly, Jr., Research Professor of Law, for three years, effective May 25, 2000. Mr. Stephan will continue as Percy Brown, Jr., Professor of Law.

Mr. W. Laurens Walker as John V. Ray Professor of Law, for three years, effective May 25, 2000. Mr. Walker will continue as T. Munford Boyd Professor of Law.

Ms. Amy L. Wax as Class of 1948 Professor of Scholarly Research in Law, for three years, effective May 25, 2000. Ms. Wax will continue as Professor of Law.

Mr. Mark B. Williams as Ward K. Ensiminger Associate Professor of Geriatric Medicine, effective March 25, 2000. Dr. Williams will continue as Associate Professor of Radiology.

(b) Changes of Title of Chairholders

Ms. Linda K. Bunker from William Clay Parrish, Jr., Professor of Education to Professor of Education, effective June 25, 2000.

Dr. Neal F. Kassell from Distinguished Professor of Neurosurgery to John A. Jane Professor of Neurosurgery, effective April 25, 2000.

Mr. Larry J. Sabato from Robert Kent Gooch Professor of Government and Foreign Affairs to University Professor and Robert Kent Gooch Professor of Government and Foreign Affairs, effective June 25, 2000.

(c) Resignations of Chairholders

The following resignations were announced:

Mr. Clayton P. Gillette as Perre Bowen Professor of Law, effective July 1, 2000, to accept another position.

Mr. William J. Stuntz as Class of 1962 Professor of Law and Horace W. Goldsmith Research Professor of Law, effective August 24, 2000, to accept another position.

PROMOTION

The following resolution was adopted:

RESOLVED that the following person is promoted:

Ms. Donna R. Buck from Associate Professor, General Faculty, to Professor, General Faculty, for three years, effective June 25, 2000.

RESIGNATIONS

The following resignations were announced:

Ms. Marjorie E. Adams, Assistant Professor of Business Administration, effective May 24, 2000, to accept another position.

Dr. Amira Y. Al-Uzri, Assistant Professor of Pediatrics, effective June 30, 2000, for personal reasons.

Mr. James M. Beach, Assistant Professor of Research in Ophthalmology, effective June 20, 2000, to accept another position.

Mr. Clifford T. Bennett, Associate Professor of Education, effective May 24, 2000, to accept another position.

Dr. Kathleen K. Bradford, Assistant Professor of Pediatrics, effective June 30, 2000, for personal reasons.

Dr. Roger C. Burket, Associate Professor of Psychiatric Medicine, effective June 23, 2000, for personal reasons.

Mr. Robert L. Canady, Professor, General Faculty, effective June 24, 2000, for personal reasons.

Ms. Lynda F. Clausel, Assistant Professor, General Faculty, effective June 30, 2000, for personal reasons.

Mr. Michael E. Cox, Assistant Professor of Research in Microbiology, effective July 14, 2000, to accept another position.

Dr. Quanjun Cui, Assistant Professor of Research in Orthopaedic Surgery, effective June 30, 2000, to accept another position.

Ms. Leslie K. Drinkwine, Assistant Professor of Commerce, effective June 1, 2000, for personal reasons.

Ms. Felicia A. Etzkorn, Assistant Professor of Chemistry, effective May 24, 2000, to accept another position.

Mr. Steven T. Garren, Assistant Professor of Statistics, effective May 24, 2000, to accept another position.

Mr. Francis J. Gavin, Assistant Professor, General Faculty, effective August 16, 2000, to accept another position.

Mr. Timothy A. J. Haystead, Associate Professor of Pharmacology, effective July 1, 2000, to accept another position.

Ms. Lisa A. Heaton, Assistant Professor of Education, effective May 24, 2000, to accept another position.

Mr. Erik D. Herzog, Assistant Professor of Biology, effective July 7, 2000, to accept another position.

Ms. Michele M. Kosiewicz, Assistant Professor of Internal Medicine, effective April 30, 2000, to accept another position.

Dr. William H. Lindsey, Assistant Professor of Otolaryngology — Head and Neck Surgery, effective June 30, 2000, for personal reasons.

Ms. Paula D. McClain, Professor of Government and Foreign Affairs, effective May 24, 2000, to accept another position.

Dr. Richard H. Moore, Assistant Professor of Clinical Family Medicine, effective August 18, 2000, for personal reasons.

Mr. Chris J. Muscarella, Dale S. Coenen Visiting Professor of Free Enterprise, effective May 24, 2000, to accept another position.

Mr. Spencer G. Niles, Professor of Education, effective July 25, 2000, to accept another position.

Mr. Robert E. Novak, Associate Professor of Education, effective May 24, 2000, to accept another position.

Mr. Richard D. Rodewald, Associate Professor of Biology, effective May 24, 2000, to accept another position.

Mr. James N. Roemmich, Assistant Professor of Research in Pediatrics, effective August 4, 2000, to accept another position.

Ms. Elena Russo, Associate Professor of French, effective May 24, 2000, to accept another position.

Mr. Harold H. Scott, Assistant Professor of Medical Computing, effective July 15, 2000, for personal reasons.

Mr. Ajay Skaria, Assistant Professor of History, effective May 24, 2000, to accept another position.

Mr. Aaron D. Smith, Assistant Professor of Economics, effective August 25, 2000, to accept another position.

Dr. Burkhard F. Spiekermann, Associate Professor of Anesthesiology and Associate Professor of Clinical Neurosurgery, effective June 30, 2000, for personal reasons.

Mr. Jonathan H. Spindel, Assistant Professor of Otolaryngology — Head and Neck Surgery, effective August 12, 2000, to accept another position.

Ms. Brenda M. Tanner, Assistant Professor, General Faculty, effective May 24, 2000, to accept another position.

Ms. Susan E. Tate, Assistant Professor, General Faculty, effective May 22, 2000, for personal reasons.

Ms. Toni G. Wegner, Associate Professor, General Faculty, effective July 24, 2000, to accept another position.

RETIREMENTS

The following retirements were announced:

Dr. John S. Davis, Professor of Internal Medicine, effective June 24, 2000. Dr. Davis has been a member of the faculty since July 1, 1961.

Mr. Donald E. Dougald, Associate Professor of Architecture, effective July 31, 2000. Mr. Dougald has been a member of the faculty since September 1, 1974.

Mr. Peter W. Holloway, Professor of Biochemistry and Molecular Genetics, effective July 31, 2000. Mr. Holloway has been a member of the faculty since August 16, 1969.

Ms. Laura C. Huang, Associate Professor of Research in Pharmacology, effective September 1, 2000. Ms. Huang has been a member of the faculty since September 1, 1969.

Dr. James D. Kitchin, III, Professor of Obstetrics and Gynecology, effective June 30, 2000. Dr. Kitchin has been a member of the faculty since July 1, 1967.

Mr. Thomas L. Pearce, Associate Professor, General Faculty, effective August 15, 2000. Mr. Pearce has been a member of the faculty since August 17, 1981.

APPOINTMENTS

The following appointments were announced:

Mr. Robert H. Lockridge as Executive Assistant to the President for State Governmental Relations, for five years, effective July 17, 2000.

Mr. William B. Quandt as Vice Provost for International Affairs, for two years, effective July 25, 2000.

RE-APPOINTMENTS

The following re-appointments were announced:

Mr. Gordon C. Burris as Special Assistant to the President, for five years, effective November 1, 2000.

Ms. Barbara J. Deily as Director of Audits, for five years, effective August 1, 2000.

Mr. Charles B. Fitzgerald as Associate Vice President for Development, for three years, effective June 25, 2000.

Mr. Thomas E. Gausvik as Chief Human Resource Officer, for three years, effective July 1, 2000.

Ms. Alice W. Handy as Treasurer, for three years, effective July 1, 2000.

Mr. Craig K. Littlepage as Senior Associate Athletic Director, for one year, effective June 25, 2000.

Ms. Lynn M. Mitchell as Associate Athletic Director for Compliance, for one year, effective June 25, 2000.

Mr. Richard J. Murray as Director of Media Relations, for one year, effective June 25, 2000.

Mr. Kenneth E. Sinarski as Associate Comptroller, for three years, effective July 1, 2000.

Mr. William Sublette as Director of Development Communications, for three years, effective September 1, 2000.

Mr. Michael J. Thomas as Associate Athletic Director for Facilities and Game Management, for one year, effective June 25, 2000.

Mr. M. Rick Turner as Dean of African-American Affairs, for five years, effective July 1, 2000.

ELECTION OF PROFESSORS EMERITI

The following resolution was adopted:

RESOLVED that the following persons are elected Professor Emeritus:

Dr. John S. Davis, Professor of Internal Medicine, effective June 24, 2000.

Mr. Peter W. Holloway, Professor of Biochemistry and Molecular Genetics, effective July 31, 2000.

Dr. James D. Kitchin, III, Professor of Obstetrics and Gynecology, effective June 30, 2000.


ELECTION OF ASSOCIATE PROFESSOR EMERITUS

The following resolution was adopted:

RESOLVED that the following person is elected Associate Professor Emeritus:

Mr. Donald E. Dougald, Associate Professor of Architecture, effective July 31, 2000.


DEATH

Mr. Shao-Chuan Leng, Dorothy Danforth Compton Professor Emeritus of Government and Foreign Affairs, died September 4, 2000. Mr. Leng was a member of the faculty from September 1, 1950, until his retirement, effective May 31, 1992.

5910

CHANGE IN THE PROMOTION OF MR. CHARLES W. MCCURDY

 

The following resolution was adopted:

RESOLVED that the promotion of Mr. Charles W. McCurdy from Associate Professor of History to Professor of

History, effective August 25, 2000, as shown in the Minutes of the meeting on June 17, 2000, be changed to read as follows:

Mr. Charles W. McCurdy from Associate Professor of History and Law to Professor of History and Law, effective August 25, 2000.

 

THE UNIVERSITY OF VIRGINIA'S COLLEGE AT WISE

 

ELECTIONS

The following resolution was adopted:

RESOLVED that the following person is elected to the faculty:

Ms. Kathleen W. Huttlinger as Professor of Nursing, The University of Virginia's College at Wise, for three years, effective June 25, 2000, at an annual salary of $80,000.

RESIGNATIONS

The following resignations were announced:

Ms. Mary Kelly Persyn, Assistant Professor of English, The University of Virginia's College at Wise, effective May 24, 2000, to accept another position.

Mr. Michael J. Steffes, Assistant Professor of English, The University of Virginia’s College at Wise, effective May 24, 2000, to accept another position.

CHANGE IN THE RETIREMENT OF MS. BETTY M. JOHNSON


The following change was announced:

That the retirement of Ms. Betty M. Johnson, Professor of Nursing, The University of Virginia’s College at Wise, effective June 30, 1998, as shown in the Minutes of the meeting of May 30, 1998, be changed to read as follows:

Ms. Betty M. Johnson, Professor of Nursing, The University of Virginia’s College at Wise, effective June 24, 2000. Ms. Johnson has been a member of the faculty since June 15, 1987.

CHANGE IN THE ELECTION OF PROFESSOR EMERITUS OF MS. BETTY M. JOHNSON

The following resolution was adopted:

RESOLVED that the election of Professor Emeritus of Ms. Betty M. Johnson, Professor of Nursing, The University of Virginia’s College at Wise, effective January 31, 1998, as shown in the Minutes of the meeting of March 28, 1998, be changed to read as follows:

Ms. Betty M. Johnson, Professor of Nursing, The University of Virginia’s College at Wise, effective June 24, 2000.

- - - - - - - - - - - - - - - - - - -

On motion, the meeting was adjourned at 4:10 p.m.

The following resolutions were adopted on September 5, 2000, by the Board of the University of Virginia Investment Management Company. They do not require action by the Board of Visitors and are listed here simply as a matter of record:

RESOLVED that the University’s investment in the GMO Foreign Fund be replaced with an investment with BPI Global Asset Management; this is subject to a commitment from BPI that the University may add, at its discretion, $25 million to the Global Hedge Fund.

RESOLVED that the University invest $75 million with Blue Ridge Capital.

RESOLVED that the following investments be confirmed, having been made with the approval of the Private Equity Subcommittee of the Board of the University of Virginia Investment Management Company: $10 million each with NEA 10, Draper Fisher VII, and Bain Capital VII.

RESOLVED that the investment with Invesco Capital Management be terminated.

RESOLVED that an additional $30 million be invested with Marsico Capital Management.

RESOLVED that $25 million be invested with K Capital.

 

Respectfully submitted,

Alexander G. Gilliam, Jr.

Secretary

AGG:jb

- - - - - - - - - - - - - - - - - - -

At a meeting of the Board of Visitors of the University of Virginia held on October 5-6, 2000, a roll call vote was taken immediately following an executive session. Members voting "yes" certify that to the best of the Member's knowledge (1) only public business matters lawfully exempted were discussed in closed session; and (2) only public business matters identified in the public motion by which the executive or closed meeting were discussed. In accordance with the law, any member of the public body who believes that there was a departure from the foregoing shall so state prior to the vote indicating "the substance of the departure". Any such statements are recorded below under "comments".

NAME VOTE COMMENTS

yes or no

John P. Ackerly, II_______________yes__________________

Thomas J. Bliley, Jr._____________________ absent___

Charles M. Caravati, Jr.__________yes__________________

William G. Crutchfield, Jr._______yes__________________

Charles L. Glazer_________________yes__________________

William H. Goodwin, Jr.___________yes__________________

T. Keister Greer__________________yes__________________

Elsie Goodwyn Holland_____________yes__________________

Gordon F. Rainey, Jr._____________yes__________________

Timothy B. Robertson______________yes__________________

Terence P. Ross___________________yes__________________

Elizabeth A. Twohy________________yes__________________

Walter F. Walker__________________yes__________________

Benjamin P.A. Warthen_____________yes__________________

James C. Wheat, III_______________yes__________________

Joseph E. Wolfe___________________yes__________________

Stephen S. Phelan, Jr.____________yes__________________


ADDENDUM TO THE OFFICIAL MINUTES OF THE MEETING OF THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA

Meeting Date: October 5-6, 2000

 

CERTIFICATION OF EXECUTIVE MEETING

 

WHEREAS the Board of Visitors has convened an executive meeting on this date pursuant to an affirmative recorded vote and in accordance with the provisions of the Virginia Freedom of Information Act; and

WHEREAS Section 2.1-344.1 of the Code of Virginia requires a certification by this Board of Visitors that such executive meeting was conducted in conformity with Virginia law;

NOW THEREFORE BE IT RESOLVED that the Board of Visitors hereby certifies that, to the best of each member's knowledge, (i) only public business matters lawfully exempted from open meeting requirements by Virginia law were discussed in the executive meeting to which this certification resolution applies, and (ii) only such public business matters as were identified in the motion convening the executive meeting were heard, discussed or considered by the Board of Visitors.

VOTE

AYES: 16

NAYS: 0

[For each nay vote, the substance of the departure from the requirements of the Act should be described].


ABSENT DURING VOTE: 1

ABSENT DURING MEETING: 1

Alexander G. Gilliam, Jr.

Secretary, Board of Visitors,

University of Virginia

 

ATTACHMENT

PERMANENT UNIVERSITY IMPLEMENTING PROCEDURES
FOR MEDICAL CENTER PROCUREMENTS

  1. Statement of Purpose and Authority

These implementing procedures are the permanent procedures authorized and required by the Board of Visitors' June 14, 1996, resolution governing the exercise of procurement autonomy by the University on behalf of the Medical Center for Medical Center procurements. The Medical Center department authorized to undertake these procurements is Materiel Support Services. These procedures implement the Board requirements and those of Chapters 933 and 995 of the 1996 Virginia Acts of Assembly. These procedures shall be effective for all University procurements on behalf of the Medical Center thirty(30)days after the date transmitted to the President and the Board. These procedures are to be implemented by the Director, through Medical Center Purchasing, a division of Materiel Support Services, and they shall apply to the purchase of all goods and services, except construction and architectural and engineering services, by the University on behalf of the Medical Center.

  1. Policy and Goals

In connection with Medical Center procurements and the processes leading to award of contracts, the Medical Center shall adhere to the following principles and guidelines:

    1. The Medical Center shall seek and ensure competition to the maximum practical degree, taking into account the size of the anticipated procurement, the term of the resulting contract, and the likely extent of competition.
    2. The Medical Center shall conduct all procurements in a fair and impartial manner, avoiding any impropriety or appearance of any impropriety.
    3. The Medical Center shall make procurement rules clear in advance of any competition to the extent practicable.
    4. The Medical Center shall provide access to all qualified vendors, firms, and contractors (collectively referred to as vendors), with no potential bidder or offeror excluded arbitrarily or capriciously, while allowing flexibility to engage in cooperative procurements and to meet the special needs of the Medical Center.
    5. The Medical Center shall ensure that specifications for procurements are fairly drawn so as to not favor unduly a particular vendor.
    6. The Medical Center shall support the goal of the procurement process to provide for the exchange of information between the Medical Center, the remainder of the University, and vendors, firms, or contractors concerning the goods or services sought and offered while preserving the confidentiality of proprietary information.

These principles and guidelines shall be adhered to and incorporated into the procurement process as outlined in the following procedures.

  1. Methods of Contractor Selection

All contracts with nongovernmental contractors for the purchase of goods or services shall be awarded by one of the following methods. In all instances, competition should be sought to the maximum practical degree, but no contract award will be reversed based upon the method of contractor selection used. Written records of all procurements shall be maintained. Vendors may be prequalified for particular types of contracts at the discretion of Medical Center Purchasing.

    1. Small Procurements. Procurements of goods or services to be obtained at anticipated prices of $30,000 or less may be undertaken by any method reasonable under the circumstances, given the complexity of the transaction, the likely extent of competition, the term of the contract and the needs of the requesting department. Methods include informal bidding, including telephone or other quotes, competitive sealed bidding, competitive negotiation and sole source. Negotiation with any vendor is permitted and encouraged, and the agreed price should in all instances be reasonable under the circumstances. Written records of sources solicited and prices should be maintained.
    2. Procurements Over $30,000. Procurements of goods and services anticipated to be priced at more than $30,000 should be made with such competition, including public notice, as is practicable under the circumstances. Where requirements are clear and price is the sole determining factor in the award, competitive sealed bidding shall be used unless other factors make this method impractical. In such cases, telephone solicitations, supported by written documentation to ensure reasonable price and a reasonable scope of competition, is permitted with the prior approval of the method and the procurement specifications by the Director of Materiel Support Services. Other methods may be used as well.
    1. Competitive Sealed Bidding. Where competitive sealed bidding is used, the procurement shall be undertaken pursuant to an Invitation for Bids ("IFB") which shall prescribe all relevant contractual requirements, including quantities, term, conditions, etc. The IFB may be distributed to prospective bidders identified by Medical Center Purchasing and notice of the procurement shall be posted in the offices of Medical Center Purchasing for public view. Other methods of publication are encouraged where practicable. Variations of competitive sealed bidding may be used, such as a process for vendor pre-qualification.
    2. Competitive Negotiation. Where factors other than price are important in selecting a vendor, competitive negotiation pursuant to a Request for Proposal ("RFP") may be used. In addition, a system of competitive negotiation pursuant to an RFP shall be used for procurements of professional services, as such services are defined in Virginia Code § 11-37. The RFP shall set out the requirements for vendor qualification and selection, and describe what is sought to be purchased. The RFP may be distributed to prospective offerors identified by Medical Center Purchasing and notice of the procurement shall be posted in the offices of Medical Center Purchasing. The competitive negotiation process used for contractor selection by Medical Center Purchasing shall ensure that information made available to any offeror or prospective offeror is available to all other offerors or prospective offerors. Following evaluation of written proposals, Medical Center Purchasing shall rank the proposals, may negotiate with two or more offerors, and may award a contract upon achieving a reasonable and satisfactory price and non-price offer from an offeror.
    3. Sole Source. Sole-source procurements for procurements over $30,000 may be undertaken only after a written finding that only one source is practicably available for the goods or services sought, which shall be reviewed and approved by the Director of Materiel Support Services or designee. Procurements at auction may be similarly authorized, based upon a written determination that it is in the best interest of the University and the Medical Center to undertake such a purchase.
    4.  

    5. Cooperative Procurements. Cooperative or joint procurements by the University on behalf of the Medical Center are authorized. To the extent that it is economically beneficial and lawful to do so, the Medical Center may participate with other units of the University in the joint procurement of goods and services, or it may purchase under blanket University or state contracts. The Medical Center may also participate in cooperative procurements with other educational institutions, charitable organizations, healthcare provider alliances, and purchasing organizations, such as the University Health System Consortium ("UHC") and the Virginia Hospital Association.
  1. Virginia Code Provisions Applicable to Procurements

The following Virginia Code sections continue to apply to Medical Center procurements:

    1. § 11-49 (use of brand names in a solicitation does not restrict offerors to that brand unless specified in the bid solicitation);
    2. § 11-51 (employment discrimination by contractors and subcontractors is prohibited, and certain requirements apply);
    3. § 11-52 (public inspection of procurement records, cost estimates, etc. subject to confidentiality provisions);
    4. § 11-54 (withdrawal of bids due to error is allowed under certain circumstances);
    5. § 11-56 (five percent retainage permitted in contracts and subcontracts);
    6. § 11-56.2 (contract provisions barring damages for unreasonable delay are void);
    7. § 11-57 (bid bonds required for contracts over $100,000);
    8. § 11-58 (performance and payment bonds required on contracts over $100,000);
    9. § 11-59 (time limitations for actions on performance bonds);
    10. § 11-60 (actions on payment bonds and time limitations);
    11. § 11-61 (alternative forms of security); and
    12. §§ 11-72 through 11-80 (Ethics in Public Procurement).

Where a procurement is undertaken for a brand name good, and substitution of an equal product is not authorized, the brand name designation shall be supported by a written determination that the named brand is necessary, or that sufficient intra-brand competition exists to make competition likely in the procurement.

Discrimination in procurements based upon race, religion, color, sex or national origin is prohibited. The Medical Center shall (a) ensure a non-discriminatory procurement process, and (b) prohibit employment discrimination by all vendors, firms, and contractors who provide goods and services to the Medical Center. These provisions shall be outlined in all formal procurement documents, including RFP's, IFB's, contracts and purchase orders. The Medical Center shall actively seek to involve minority business enterprises ("MBE") in its procurement processes. The Director, Materiel Support Services, shall coordinate these activities with the Director of Minority Procurement Programs for the University.

  1. Contract Administration

Medical Center Purchasing shall administer Medical Center contracts, including:

    1. Procuring of supplies, equipment, and services
    2. Reviewing and processing of requisitions, purchase orders, contracts, bids, and payment requests
    3. Coordinating vendor contracts and communications
    4. Tabulating of bids
    5. Processing vendor returns
    6. Expediting past due orders
    7. Coordinating activities involving UHC agreements
    8. Reviewing vendor and product complaints
    9. Reviewing new products
    10. Identifying and coordinating supply expense reduction and standardization activities

Contracts must include provisions requiring contractors to pay promptly all subcontractors upon receipt of payments from the University. Contracts may include provisions for retainage, where appropriate, and where the retention provisions are described in the solicitation. Contracts also may be modified, extended or enlarged by agreement between Medical Center Purchasing and the contractor where such modification, extension or enlargement is in the best interest of the University and the Medical Center.

The Medical Center shall pay invoices and interest on past-due invoices in accordance with good business practice and the applicable provisions of the Code of Virginia as outlined below. The payment due date for all Medical Center invoices shall be the later of: (a) thirty (30) days from the date of receipt of goods and/or services (providing no defect or impropriety is detected in the invoice or goods and/or services received), (b) the invoice due date, or (c) the due date established by contract. Payment may be made earlier than the payment due date as deemed appropriate by the Medical Center. The Medical Center shall pay interest on properly-presented invoices outstanding more than fourteen (14) days beyond the payment due date at a rate no higher than the lowest prime rate charged by any commercial bank as published in The Wall Street Journal. Payment of Medical Center invoices shall be made in compliance with the set-off procedures of the Virginia Debt Collection Act, Section 2.1-726 et seq. of the Code of Virginia. The Medical Center shall submit an annual report to the Executive Vice President and Chief Operating Officer which summarizes the total interest paid in conjunction with past due invoices for each fiscal year.

  1. Remedies

Formal processes for (a) submission of protests and appeals by vendors, firms, and contractors, and (b) debarment of vendors, firms and contractors by the University on behalf of the Medical Center in conjunction with Medical Center procurements are hereby established. The President of the University shall (1) designate an individual to whom protests shall be directed, and (2) appoint a Medical Center Procurement Appeals Board to whom appeals shall be directed for review and subsequent action. The Medical Center Procurement Appeals Board (the "Board") shall be comprised of five individuals with procurement and purchasing experience, one of whom shall be appointed chairperson. The initial Board shall include two members appointed for a term of one year, and three members, including the chair, who shall be appointed for terms of two years. All subsequent appointments shall be for terms of two years. The Board shall sit in panels of three members as appointed by the chair to consider appeals. The Board shall adopt written procedures governing its process, which shall provide for a hearing if requested by the vendor, and which shall require a written decision of the Board including findings of fact for all appeals. The University shall provide such staff as is necessary for the Board to complete its work.

Protests may challenge determinations of vendor, firm, or contractor non-responsibility or ineligibility, or award of contracts, provided that such protests and appeals are filed in writing and received by the Director, Materiel Support Services, within ten (10) calendar days of such actions by the Medical Center. Where the protest is dependent upon the provision of information to the vendor by the University, the ten (10) day period shall be tolled upon the vendor's request for such information and shall resume upon the requested information being made available to the vendor. Any protest shall state with specificity the basis of the challenge. Remedies shall be limited to reversal of the action challenged on the basis that it is arbitrary, capricious, not in accordance with law, or not in accordance with the terms and conditions of the solicitation documents.

Any appeal of the denial of a protest must be filed in writing with the Medical Center Procurement Appeals Board, in care of the Chief Contracting Officer of the University, and received by the Board within ten (10) calendar days of the denial of the protest. Remedies shall be limited to reversal of the action challenged on the basis that it is arbitrary, capricious, not in accordance with law, or not in accordance with the terms and conditions of the solicitation documents.

The University, on behalf of the Medical Center, may debar for a specified period or take corrective measures with any vendor, firm, or contractor, for one or more reasons. The causes for debarment, scope and term of debarment, and application of debarment provisions to other parties such as manufacturers or suppliers shall be those set forth below:

Debarment is action taken by the institution to exclude individuals or vendors from contracting with the institution for particular types of goods or nonprofessional services for specified periods of time. Debarment does not relieve the vendor of responsibility for existing obligations.

The purpose of debarment is to protect the institution from risks associated with awarding contracts to persons or vendors having exhibited an inability or unwillingness to fulfill contractual requirements, and to protect the institution's interests and the integrity of the procurement process by preventing individuals or vendors which have displayed improper conduct from participating in the institution's business for specific periods of time.

1. Causes for Debarment

The debarring official can debar an individual or vendor without judicial determination for any of these reasons:

    1. Breach (including anticipatory breach) of contract with an institution.
    2. Sale or attempted sale to an institution of items or services which are required to be purchased under another contract, when the vendor knew or had reason to know that the items or services are required to be purchased under that contract.
    3. Statement of an unwillingness or inability to honor a binding bid. A mere request to withdraw a bid, which does not otherwise state an unwillingness or inability to perform, is not a cause for debarment.
    4. Falsifying or misrepresentation of manufacturer's specifications in order to appear responsive to a solicitation.
    5. Conferring or offering to confer any gift, gratuity, favor, or advantage, present or future, upon any employee of an institution who exercises any "official responsibility" for a "procurement transaction" as those terms are defined in the Code of Virginia, Section 11-73. It is not necessary that the employee accept the offer, or that the offer be made with intent to influence the employee in an official act. Offers of any discounts or privileges not available to all State employees is considered to be offering an advantage.
    6. Failure to disclose a condition constituting a conflict of interest by any officer, director, owner, or partner of the vendor awarded the contract or purchase order.
    7. Any cause indicating that the individual or vendor is not a responsible vendor.
    8. A determination by the institution that a vendor has used abusive or obscene language or behaved in a threatening manner toward institutional personnel.
    9. Sale, under non-emergency conditions, of building materials, supplies, or equipment for any building or structure constructed by or for the institution by an independent vendor employed to furnish architectural or engineering services, but not construction for such building or structure or from any partnership, association or corporation in which such architect or engineer has a personal interest (Code of Virginia, Section 2.1-639.2 and Section 11-79).
    10. Sale of goods or services to the institution when such sale is prohibited by any debarment then in effect.
    11. Conviction of any criminal offense involving public contracting. Examples include, but are not limited to, bribery (Code of Virginia, Section 18.2-447) and knowingly making a false statement in regard to collusion on a solicitation (Code of Virginia, Section 18.2-498.4). Conviction for any of the above of any officer, director, owner, partner, agent, or related business entity of a vendor constitutes grounds for the removal of the vendor.
    12. Court judgment finding a violation of either Federal or State antitrust laws.
    13. Conviction of any offenses indicating a lack of moral or business integrity.
    14. Any other activity which is so serious as to justify debarment.

If the debarring official finds that the cause for debarment reflects on the vendor's traits or tendencies only with regard to certain goods or services, the debarment may apply only to such goods or services. Otherwise the debarment applies to all goods and services within the purview of the debarring institution.

2. Ineligibility or Disqualification of Manufacturer

Should any manufacturer commit any of the acts described under causes for debarment, bids offering material, equipment, or supplies manufactured by that vendor may be rejected even though the bid is submitted by a vendor in good standing.

3. Debarment Period

Debarment is for a period of one year, except that debarment for reasons k., l., m., and n. may be for up to three years. Debarment commences upon notification of debarment, or if later, upon expiration of any existing debarments.

The debarring official may lift or suspend at any time the debarment if it is in the best interest of the institution. A debarred individual or vendor can apply for reinstatement at any time in writing to the debarring official citing actions taken to remedy the reason for debarment or to prevent recurrence of the situation that caused the debarment action. Examples of actions the debarring official may take into consideration include, but are not limited to:

    1. Repayment by a debarred vendor of additional costs resulting from a default action for which the vendor had previously failed to reimburse.
    2. Disassociation with individuals or vendors that were responsible for the debarment.

Medical Center Purchasing shall document any instances which result in the above actions being taken, and any person debarred shall be notified in writing. Any contractor debarred may protest the action, and may appeal the denial of a debarment protest, under the same deadlines and procedures established for other protests and appeals.

G.Leases

Leases of real property shall be undertaken in conformity with procedures prescribed in the Higher Education Capital Outlay Manual, Appendix V.

 

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