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Meeting Information

 

RESOLUTIONS ADOPTED BY THE BOARD OF VISITORS

October 9-10, 1998

Establishment of the Robert W. Cantrell Professorship in

Otolaryngology — Head and Neck Surgery

Establishment of the Maurice L. LeBauer Professorship in Surgery

Establishment of the Paul Mellon Professorship in Urology

Establishment of the Wyeth-Ayerst Professorship in Infectious

Diseases

Establishment of the William B. Christian Professorship in English

Establishment of the John S. Shannon Distinguished Professorship in Law

Approval of Architect Selections for Term Contracts

Approval of Easements, Emergency Communications Center (Albemarle County Service Authority)

Approval of Easement, Emergency Communications Center (Virginia Power)

Approval of Easement, Alderman Road Pump House (Rivanna Water and Sewer Authority)

Approval of Architect Selection for Clinch Valley College Student Center

Approval of Architect Selection for Term Contract — Clinch Valley College

Approval of Architectural Design Guidelines for Environmental

Sciences Field Station

Approval of Architectural Design Guidelines for Gildersleeve Apartments Renovation

Approval of Architectural Design Guidelines for Clinch Valley College Student Center

Approval of Architectural Design Guidelines for Clinch Valley College Residence Hall

Approval of Preliminary Design for the Student Residence Hall Project

Historical Marker Policy

Approval of Preliminary Design for the Biomedical Engineering and Medical Science Building Project

Approval of Preliminary Design for the Clinch Valley College Football Facility

Schematic and Preliminary Design, Student Residence House Renovation

Approval of the Board of Visitors’ Representatives to the Governing Boards of University-Related Foundations

Approval of Recommended Membership of the University of Virginia Patent Foundation Board

Approval of Intent to Issue Bonds

Approval of Clinch Valley College Interest Subsidy

Approval of Endowment Income Distribution

Acquisition of Zion Crossroads Dialysis Center

Authorization of Issuance of up to $145,000,000 of General Revenue Pledge Bonds

Approval of the Revision of the Clinch Valley College Advisory Council Bylaws

Approval of Commencement of the Strategic Planning Process for a New Arena

Establishment of Guidelines for a "Groundswalk" to be Incorporated into the Master Plan for the University

Valiance Health, L.L.C.

Resolution of Commendation for Raymond C. Bice, Jr.

1999 Annual Meeting of the Board of Visitors

Memorial Resolution for The Honorable Daniel French

Slaughter, Jr.

Approval of Summary of Audit Findings

Faculty Personnel Actions

Elections

Actions Relating to Chairholders

Elections

Changes of Title

Special Salary Actions

Resignations

Promotions

Special Salary Actions

Resignations

Retirement

Appointments

Re-appointments

Deaths

Re-election of Mr. L. Jay Lemons as Chancellor, Clinch

Valley College

Re-election of Ms. Polley A. McClure as Vice President for

Information Technology and Communication and Chief Information

Officer

Clinch Valley College

Elections

Resignations

Re-appointments

UNIVERSITY OF VIRGINIA

BOARD OF VISITORS

ANNOTATED MINUTES

(Tentative)

OCTOBER 9-10, 1998

As authorized by Section 2.1-344 of the Code of Virginia and on advice of the General Counsel, the tentative Minutes released to the public omit salary information.


October 9-10, 1998

The Board of Visitors of the University of Virginia met, in Open Session, at 8:25 a.m., on Friday, October 9, in the East Oval Room of the Rotunda with the following persons present: John P. Ackerly, III, Rector, Charles M. Caravati, Jr., Champ Clark, William G. Crutchfield, Jr., William H. Goodwin, Jr., T. Keister Greer, Mrs. Elsie Goodwyn Holland, Timothy B. Robertson, Terence P. Ross, Ms. Elizabeth A. Twohy, Henry L. Valentine, II, Walter F. Walker, Benjamin P.A. Warthen, James C. Wheat, III, Joseph

E. Wolfe, and J. Michael Allen. John T. Casteen, III, Alexander G. Gilliam, Jr., Paul J. Forch, Leonard W. Sandridge, Jr., Peter W. Low, Robert W. Cantrell, Ms. Colette Capone, Robert D. Sweeney, William W. Harmon, Ms. Polley Ann McClure, Ernest H. Ern, Gene D. Block, L. Jay Lemons, Terry Holland and Ms. Jeanne Flippo Bailes were also present.


APPROVAL OF MINUTES OF THE BOARD OF VISITORS, MAY 29-30, 1998

The Minutes of the meeting of May 29-30, 1998, previously distributed, were approved as corrected.


REPORT BY THE PRESIDENT

The President announced the appointment of three of the five chairs of the proposed commissions charged with the planning initiatives ordered by the Board. The three chairs and their commissions are Mr. Robert Chapel, Fine Arts; Ms. Rebecca Kneedler, Public Service and Outreach; and Ms. Anita Jones, Science and Technologies. The chairs of the remaining two commissions should be named in the next several weeks. The membership of the commissions will include faculty, students and alumni. The commissions will announce their work plans after the first meeting of the University Planning Council in December.

The President reported on the feasibility studies in progress on the proposal to establish a university in Qatar. Teams of faculty, he said, are at work on establishing curricula and other aspects of the proposal are being studied. There have been discussions with leaders of the Virginia coal industry on conversion technology, there being similarities in the extraction of natural gas in Qatar and in the Virginia coalfields. A team from the University will visit Doha at the end of October and the beginning of November, and a group of consultants are studying various financial aspects of the Qatari proposal. The Sheikha, which is to say the wife of the Ruler of Qatar, will visit the University for a few days in mid-December.

All of these studies, the President reported, are on schedule and the final report should be ready for the Board shortly after the first of January, as promised.

Finally, the President noted the structural deficiencies to University Hall discovered in August and said the Administration would seek guidance from the Board about the possibility of planning a replacement to the building.

The Board of Visitors of the University of Virginia met, in Executive Session (see enabling motions below), at 1:00 p.m., Friday, October 9, 1998, in the East Oval Room of the Rotunda; John P. Ackerly, III, Rector, presided. Charles M. Caravati, Jr., Champ Clark, William G. Crutchfield, Jr., William H. Goodwin, Jr., T. Keister Greer, Mrs. Elsie Goodwyn Holland, Timothy B. Robertson, Terence P. Ross, Ms. Elizabeth A. Twohy, Henry L. Valentine, II, Walter F. Walker, Benjamin P.A. Warthen, James C. Wheat, III, Joseph E. Wolfe, and J. Michael Allen were present. Also present were John T. Casteen, III, Alexander G. Gilliam, Jr., Paul J. Forch, Leonard W. Sandridge, Jr., Robert W. Cantrell, Peter W. Low, Ms. Colette Capone, Ernest H. Ern, Robert D. Sweeney, William W. Harmon, Ms. Polley Ann McClure, L. Jay Lemons, and Ms. Jeanne Flippo Bailes.

The following motions were adopted:

That the Health Affairs Committee of the Board of Visitors of the University of Virginia go into Executive Session for the discussion of proprietary, business related information of the

Medical Center in connection with its proposed and existing joint ventures, and the investing of public funds where competition and bargaining is involved, when if made public initially the financial interests of the University would be adversely affected; and consultation with legal counsel and briefing by staff members pertaining to probable litigation, and other specific legal matters requiring the provision of legal advice by counsel; as provided for in Sections 2.1-344 (A)(6), (7) and (24) of the Code of Virginia.

That the Student Affairs and Athletics Committee of the Board of Visitors of the University of Virginia go into Executive Session for the discussion with General Counsel regarding existing and probable litigation and review of the defensibility of student program practices, as authorized by Sections 2.1-344 (A)(1) and (7) of the Code of Virginia.

That the Board of Visitors of the University of Virginia go into Executive Session for the purpose of consulting with the General Counsel concerning the status of pending litigation involving the University, as well as specific legal matters requiring the advice of counsel, as provided for in Section 2.1-344 (A) (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 Board of Visitors of the University of Virginia go into Executive Session for discussion and consideration with our legal counsel of the formation of a contract to perform services overseas, and the investing of public funds where competition and bargaining is involved when if made public initially the University’s financial interests and legal position would be adversely affected, including receiving a briefing from our counsel on pending cases and claims as provided for in Section 2.1-344 (A) (6), (7), and (8) of the Code of Virginia.

That the Buildings and Grounds Committee of the Board of Visitors of the University of Virginia go into Executive Session for discussion of personnel matters in connection with the condition, use and disposition of University real property for public purposes, as provided for in Section 2.1-344 A.(1) and (3) of the Code of Virginia.

At 4:00 p.m., the Board went into Open Session and recessed.

The Board resumed, in Open Session, in the Dome Room of the Rotunda at 4:05 p.m. The President proposed resolutions creating six professorships.


ESTABLISHMENT OF THE ROBERT W. CANTRELL PROFESSORSHIP IN OTOLARYNGOLOGY — HEAD AND NECK SURGERY

The following resolution was adopted:

WHEREAS, Dr. Robert W. Cantrell, a native of Missouri, joined the faculty of the School of Medicine in 1976 as Professor and Chairman of the Department of Otolaryngology and Maxillofacial Surgery; and

WHEREAS, Dr. Cantrell was appointed G. Slaughter Fitz-Hugh Professor of Otolaryngology in 1977, a chair he continues to hold; and

WHEREAS, Dr. Cantrell served as Acting Vice President and Provost for Health Sciences from July 1, 1994 to December 31, 1995, and became Vice President and Provost on January 1, 1996; and

WHEREAS, Dr. Cantrell is at once a distinguished scholar who has published extensively, a skilled physician and a medical administrator of proven merit; and

WHEREAS, numerous friends, patients, former students, colleagues, and others have pledged funds to establish a professorship in Dr. Cantrell’s honor;

RESOLVED that the Board of Visitors establishes the Robert W. Cantrell Professorship in Otolaryngology-Head and Neck Surgery in the School of Medicine, thanks the numerous donors who have made this chair possible, and expresses its appreciation to Dr. Cantrell for his distinguished service to the University.

ESTABLISHMENT OF THE MAURICE L. LEBAUER PROFESSORSHIP IN SURGERY

The following resolution was adopted:

WHEREAS, Maurice LeBauer matriculated in the University of Virginia as an undergraduate in 1924 and took an M.D. in 1929; and

WHEREAS, Dr. LeBauer was a distinguished surgeon in Greensboro, North Carolina and, during the Second World War, a surgical member of the 8th Evacuation Hospital; and

WHEREAS, Dr. LeBauer died in 1996; and

WHEREAS, Mrs. Carolyn W. LeBauer and the late Dr. LeBauer; made a generous gift to the School of Medicine for a chair in Surgery;

RESOLVED that the Board of Visitors establishes the Maurice L. LeBauer Professorship in Surgery in the School of Medicine, thanks Mrs. LeBauer, and the late Dr. LeBauer for their generous gift, and honors contributions Dr. LeBauer made to the practice of medicine and to the University of Virginia.


ESTABLISHMENT OF THE PAUL MELLON PROFESSORSHIP IN UROLOGY

The following resolution was adopted:

WHEREAS, Mr. Paul Mellon, the late Mr. and Mrs. Howell E. Jackson, and the late Dr. and Mrs. Edwin D. Vaughan, Sr., and the Department of Urology have all contributed generously to the establishment of a professorship; and

WHEREAS, Mr. Mellon’s gift, the principal donation for the chair, is an example of his continuing benefactions to Virginia institutions;

RESOLVED that the Board of Visitors establishes the Paul Mellon Professorship in Urology in the School of Medicine, and thanks Mr. Mellon and the other donors for their generosity.


ESTABLISHMENT OF THE WYETH-AYERST PROFESSORSHIP IN INFECTIOUS DISEASES

The following resolution was adopted:

WHEREAS, Wyeth-Ayerst Laboratories of St. Davids, Pennsylvania is one of the leading American pharmaceutical companies in the field of infectious diseases; and

WHEREAS, Wyeth-Ayerst has been a generous supporter of programs in the School of Medicine; and

WHEREAS, Wyeth-Ayerst has pledged its continuing support with a gift for a professorship in infectious diseases;

RESOLVED that the Board of Visitors thanks Wyeth-Ayerst Laboratories for its interest and generosity and establishes the Wyeth-Ayerst Professorship in Infectious Diseases, to be located in the Division of Infectious Diseases in the Department of Internal Medicine of the School of Medicine.


ESTABLISHMENT OF THE WILLIAM B. CHRISTIAN PROFESSORSHIP IN ENGLISH

The following resolution was adopted:

WHEREAS, William B. Christian of Richmond, a student in the University of Virginia in 1905 and 1906, lived in China during most of his working life and married there; and

WHEREAS, Mr. Christian’s father was an alumnus of the University, as was his son and is his grandson; and

WHEREAS, Mr. and Mrs. Christian left funds to the University to establish both a professorship and a fellowship in English;

RESOLVED that the Board of Visitors establishes the William B. Christian Professorship in English, and expresses its gratitude for the generosity of William B. and Aya B. Christian whose estate made this Professorship possible.


ESTABLISHMENT OF THE JOHN S. SHANNON DISTINGUISHED PROFESSORSHIP IN LAW

The following resolution was adopted:

WHEREAS, John S. Shannon, a native of Florida, took a degree from the School of Law in 1955; and

WHEREAS, Mr. Shannon had a distinguished career with the Norfolk and Western Railway and the Norfolk Southern Corporation; and

WHEREAS, Mr. Shannon has given generously of his time and his leadership to his community; and

WHEREAS, Mr. Shannon has provided funds for a professorship in the School of Law;

RESOLVED that the Board of Visitors establishes the John S. Shannon Distinguished Professorship in Law and expresses its appreciation to Mr. Shannon for his generosity and his devotion to the School of Law.

The Board recessed at 4:35 p.m., and resumed, in Executive Session, in the East Oval Room of the Rotunda at 4:50 p.m.

The Board recessed once again at 6:35 p.m., and resumed in Executive Session in the East Oval Room at 8:00 a.m., Saturday, October 10th. Present during this portion of the meeting were

John P. Ackerly, III, Rector, who presided. Charles M. Caravati, Jr., Champ Clark, William G. Crutchfield, Jr., William H. Goodwin, Jr., T. Keister Greer, Mrs. Elsie Goodwyn Holland, Timothy B. Robertson, Terence P. Ross, Ms. Elizabeth A. Twohy, Henry L. Valentine, II, Benjamin P.A. Warthen, James C. Wheat, III, Joseph E. Wolfe, and J. Michael Allen were present. Also present were John T. Casteen, III, Alexander G. Gilliam, Jr., Paul J. Forch, Leonard W. Sandridge, Jr., Robert W. Cantrell, Peter W. Low, Ms. Colette Capone, Ms. Polley Ann McClure, Ernest H. Ern, Gene Block, Robert D. Sweeney, William W. Harmon, and Ms. Jeanne Flippo Bailes.

The Board resumed in Open Session at 8:20 a.m., and adjourned as a meeting of the full Board.

After meeting in committees, the Board resumed in Open Session at 12:15 p.m., with the same persons, except Mr. Goodwin, that were present in the Executive Session earlier in the day.

APPROVAL OF ARCHITECT SELECTIONS FOR TERM CONTRACTS

The following resolution was adopted:

RESOLVED that MMM Design Group of Norfolk and RTKL of Baltimore, Maryland are approved for the performance of architectural and engineering services for projects initiated under term contracts at the University of Virginia.

APPROVAL OF EASEMENTS, EMERGENCY COMMUNICATIONS CENTER (ALBEMARLE COUNTY SERVICE AUTHORITY)

The following resolution was adopted:

RESOLVED that the granting of permanent easements, dated October 10, 1998, to the Albemarle County Service Authority for fire suppression and water main valves and for storm water runoff control for the Emergency Communications Center, on Route 250 West, across property owned by The Rector and Visitors of the University of Virginia, are approved; and

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

APPROVAL OF EASEMENT, EMERGENCY COMMUNICATIONS CENTER (VIRGINIA POWER)

The following resolution was adopted:

RESOLVED that the granting of a permanent easement, dated October 10, 1998, to Virginia Power for electric service to the Emergency Communications Center, on Route 250 West, 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 EASEMENT, ALDERMAN ROAD PUMP HOUSE

(RIVANNA WATER AND SEWER AUTHORITY)

The following resolution was adopted:

RESOLVED that the granting of a permanent easement, dated October 10, 1998, to Rivanna Water and Sewer Authority for the Alderman Road Pump House 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 architect selection FOR CLINCH VALLEY COLLEGE STUDENT CENTER

The following resolution was adopted:

RESOLVED that VMDO Architects, PC of Charlottesville, is approved for the performance of architectural and engineering services for the Clinch Valley College Student Center project.

Approval of architect selection for TERM CONTRACT — CLINCH VALLEY COLLEGE

The following resolution was adopted:

RESOLVED that VMDO Architects, PC of Charlottesville, is approved for the performance of architectural and engineering services for projects initiated under the term contract for Clinch Valley College.

APPROVAL of architectural design guidelines for ENVIRONMENTAL SCIENCES FIELD STATION

The following resolution was adopted:

RESOLVED that the architectural design guidelines, dated June 24, 1998, and prepared by the Architect for the University, for the Environmental Sciences Field Station project, are approved; and

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

Approval of architectural design guidelines for GILDERSLEEVE APARTMENTS RENOVATION

The following resolution was adopted:

RESOLVED that the architectural design guidelines, dated June 24, 1998, and prepared by the Architect for the University, for the Gildersleeve Apartments Renovation project, are approved;

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

APPROVAL OF architectural design guidelines for CLINCH VALLEY COLLEGE STUDENT CENTER

The following resolution was adopted:

RESOLVED that the architectural design guidelines, dated June 24, 1998, and prepared by the Architect for the University, for the Clinch Valley College Student Center project, are approved; and

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

APPROVAL OF ARCHITECTURAL DESIGN GUIDELINES FOR CLINCH VALLEY COLLEGE RESIDENCE HALL

The following resolution was adopted:

RESOLVED that the architectural design guidelines, dated June 24, 1998, and prepared by the Architect for the University, for the Clinch Valley College Residence Hall project, are approved;

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

APPROVAL OF PRELIMINARY DESIGN FOR THE STUDENT RESIDENCE HALL PROJECT

The following resolution was adopted:

RESOLVED that the preliminary design, dated June 24, 1998, and prepared by Hanbury Evans Newill Vlattas of Norfolk, Virginia, for the Student Residence Hall project, is approved for further development and construction.

HISTORICAL MARKER POLICY

The following resolution was adopted:

RESOLVED that any proposed historical markers, monuments, or plaques to be erected or installed on University property shall be referred to the Buildings and Grounds Committee, who, in consultation with the President, shall make a recommendation to the Board as to whether or not such historical marker, monument, or plaque shall be erected or installed on University property.

APPROVAL OF PRELIMINARY DESIGN FOR THE BIOMEDICAL ENGINEERING AND MEDICAL SCIENCE BUILDING PROJECT

The following resolution was adopted:

RESOLVED that the preliminary design, dated September 22, 1998, and prepared by Henningson, Durham and Richardson of Alexandria, Virginia, for the Biomedical Engineering and Medical Science Building, is approved for further development and construction.

APPROVAL OF PRELIMINARY DESIGN FOR THE CLINCH VALLEY COLLEGE FOOTBALL FACILITY

The following resolution was adopted:

RESOLVED that the preliminary design, dated October 10, 1998, and prepared by Thompson+Litton of Wise, for the Clinch Valley College Football Facility, is approved for further development and construction.

SCHEMATIC AND PRELIMINARY DESIGN, STUDENT RESIDENCE HOUSE RENOVATION

The following resolution was adopted:

RESOLVED that the schematic and preliminary design, dated October 10, 1998, and prepared by Mitchell/Matthews & Associates Architects of Charlottesville, for the Student Residence House Renovation project, is approved for further development and construction.

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:

University of Virginia Alumni Association Henry L. Valentine, II

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

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

Clinch Valley College Foundation J. Thomas Hulvey

Curry School of Education Foundation Elizabeth D. Morie

Darden School Foundation Lemuel E. Lewis

Friends of the University of Virginia’s Blandy Experimental

Farm David C. Benjamin

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

University of Virginia Health Services Foundation Paul H. Wood

Historic Renovation Corporation David W. Carr

University of Virginia Law School Foundation Mortimer M. Caplin

McIntire School of Commerce Foundation Elizabeth A. Twohy

University of Virginia Medical School Alumni Association N. Thomas Connally

University of Virginia Medical School Foundation N. Thomas Connally

Miller Center Foundation John P. Ackerly, III

University of Virginia Patent Foundation Haydn N. G. Wadley

University of Virginia Foundation John P. Ackerly, III

University Real Estate Foundation John P. Ackerly, III

Virginia Ambulatory Surgery, Inc. R. Scott Jones

Virginia Engineering Foundation C. Wilson McNeely, III

Virginia Kidney Stone Foundation William D. Steers

Virginia Student Aid Foundation M. Terry Holland

Virginia Tax Foundation, Inc. Joseph E. Gibson

APPROVAL OF RECOMMENDED MEMBERSHIP OF THE UNIVERSITY OF VIRGINIA PATENT FOUNDATION BOARD

The following resolution was adopted:

WHEREAS, the Articles of Incorporation of the University of Virginia Patent Foundation require that the directors shall be elected from the nominees submitted by the Board of Visitors of the University of Virginia, the Alumni Association of the University of Virginia, and the Alumni Board of Trustees of the University of Virginia Endowment Fund; and

WHEREAS, the Articles of Incorporation of the University of Virginia Patent Foundation also maintain that at least two directors shall, at all times, be nominees of the Board of Visitors of the University of Virginia;

RESOLVED that Mr. Peter W. Low and Dr. John C. Herr be approved as nominees for membership on the governing board of the University of Virginia Patent Foundation.

APPROVAL OF INTENT TO ISSUE BONDS

The following resolution was adopted:

WHEREAS, the United States Department of the Treasury has promulgated final regulations in Section l.l50-2 of the Treasury Regulations (the "Regulations") governing when the allocation of bond proceeds to reimburse expenditures previously made by a borrower shall be treated as an expenditure of the bond proceeds; and

WHEREAS, the Regulations require a declaration of official intent by a borrower to provide evidence that the borrower intended to reimburse such expenditures with proceeds of its bonds; and

WHEREAS, the Board of Visitors of the University of Virginia (the "University") desires to make such a declaration of official intent as required by the Regulations;

RESOLVED that, pursuant to the Regulations, the University hereby declares its intent to reimburse expenditures in accordance with the following:

    1. The University reasonably expects to reimburse expenditures incurred for the construction and/or purchase of the Orange Medical Facility and the construction of the Clinch Valley College Student Residence Hall with proceeds from the issuance of tax-exempt bonds to be issued by the University through the Treasury board;
    2. This resolution is a declaration of official intent under Section l.l50-2 of the Regulations;
    3. The maximum principal amount of bonds expected to be issued for the purpose of reimbursing expenditures relating to the construction and/or purchase of the Orange Medical Facility is $4.5 million and the construction of the Clinch Valley College Student Residence Hall is $4.5 million.

APPROVAL OF CLINCH VALLEY COLLEGE INTEREST SUBSIDY

The following resolution was adopted:

RESOLVED that the Board of Visitors approves the University’s providing to the Clinch Valley College housing operation a one-time subsidy not to exceed $700,000 to be paid over a period of approximately six years beginning in Fiscal Year 2001 from gifts or endowment income held by the Board of Visitors;

RESOLVED FURTHER that the Board of Visitors delegates authority to the Executive Vice President and Chief Financial Officer to establish the exact amount of the subsidy when adequate information is available.

APPROVAL OF ENDOWMENT INCOME DISTRIBUTION

The following resolution was adopted:

RESOLVED that the Executive Vice President and Chief Financial Officer be authorized to increase the Fiscal Year 1998-99 income distribution of Class A shares 20.4 percent from $53.94 per share to $64.95 per share, which equals 4.25 percent of the June 30, 1998, market value of the Pooled Endowment Fund;

RESOLVED FURTHER that the Executive Vice President and Chief Financial Officer be authorized to increase the Fiscal Year 1998-99 income distribution for Class B shares 18.8 percent from $73.99 per share to $87.87 per share, which equals 5.75 percent of the June 30, 1998, market value of the Pooled Endowment Fund.

ACQUISITION OF ZION CROSSROADS DIALYSIS CENTER

The following resolution was adopted:

WHEREAS, the Dialysis Center constructed in 1997 at Zion Crossroads by the Health Services Foundation ("HSF") fulfills the need for dialysis services among Louisa and Fluvanna County residents; and

WHEREAS, the Medical Center has determined that acquisition of the Center from the Health Services Foundation would be the most cost-effective method of operating the Center; and

WHEREAS, the 1998 General Assembly authorized the Medical Center to utilize up to $1.2 million of hospital operating revenues to acquire the Dialysis Center at Zion Crossroads in Louisa County; and

WHEREAS, acquisition of the facility must be accompanied by acquisition of the ground lease that the HSF holds with the Virginia Oil Company;

RESOLVED that the Board of Visitors approves acquisition of the Dialysis Center facility and ground lease in the amount of $1,152,165; and

RESOLVED FURTHER that the Executive Vice President and Chief Financial Officer is authorized to execute any and all contracts and documents pertaining to the acquisition of the aforementioned property and ground lease.

AUTHORIZATION OF ISSUANCE OF UP TO $145,000,000 OF GENERAL REVENUE PLEDGE BONDS

The following resolution was adopted:

WHEREAS, Chapter 9, Title 23 of the Code of Virginia of 1950, as amended (the "Virginia Code"), establishes a public corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University") which is governed by a Board of Visitors (the "Board"); and

WHEREAS, Chapter 3, Title 23 of the Virginia Code (the "Act") classifies the University as an educational institution, declares it to be a public body and constitutes it a governmental instrumentality for the dissemination of education; and

WHEREAS, the Act empowers the University, with the consent and approval of the General Assembly of the Commonwealth of Virginia (the "Commonwealth") and the Governor of the Commonwealth to build, construct, reconstruct, erect, extend, better, equip and improve any building, facility, addition, extension or improvement of a capital nature required by or convenient for the purposes of the University and to borrow money and make, issue and sell bonds of the University for any such purposes, including the refinancing of any such facilities, such bonds to be issued and sold through the Treasury Board of the Commonwealth (the "Treasury Board"); and

WHEREAS, the Act further authorizes the University to pledge to the payment of the principal of and the interest on such bonds any monies available for the use of the University including, but not limited to, and subject to guidelines promulgated by the Secretary of Finance of the Commonwealth (the "Secretary of Finance"), monies appropriated to the University from the general funds of the Commonwealth or from non-general funds, without regard to the source of such monies, and which are not required by law or by previous binding contract to be devoted to some other purpose; and

WHEREAS, the Board has determined to finance or refinance several projects (the "Projects"), as more particularly described on Exhibit A, through the issuance of bonds in an aggregate principal amount not to exceed $145,000,000 (the "Bonds"); and

WHEREAS, the Board anticipates that the Bonds will be secured by a general revenue pledge of the University; and

WHEREAS, the Board desires to authorize its Executive Committee (the "Executive Committee") to approve the final forms and details of the Bonds, as set forth below;

RESOLVED that the Executive Committee is hereby authorized to implement the plan of finance described in the Recitals and on Exhibit A by adopting a resolution or resolutions authorizing the issuance of one or more series of Bonds for the purpose of financing or refinancing any or all of the Projects and providing for the terms thereof as required by Section 23-19 of the Virginia Code; and

RESOLVED FURTHER that the Executive Committee is hereby authorized to approve the final terms of each series of Bonds including, without limitation, their original principal amounts, the specific Projects to be financed or refinanced, maturity dates and amounts, redemption provisions and prices and interest rates (which may be either fixed or variable); provided that (i) the maximum aggregate principal amount of all Bonds shall not exceed $145,000,000; (ii) the maximum true interest cost of any series bearing interest at a fixed rate shall not exceed six percent per annum; (iii) the maximum initial true interest cost of any series bearing interest at a variable rate shall not exceed five percent per annum; (iv) the final maturity of all Bonds shall not extend beyond June 1, 2029; (v) call protection on the Bonds shall not exceed ten (10) years, and no optional redemption premium shall exceed two percent; and (vi) the terms of the Bonds are otherwise consistent with the parameters for each of the Projects as described on Exhibit A; and

RESOLVED FURTHER that the Executive Committee is authorized to approve the discount payable to Goldman, Sachs & Co. (the "Underwriter") on account of the sale of the Bonds and to approve the terms of a contract for the sale of the Bonds to the Underwriter provided that the discount payable to the Underwriter shall not exceed 0.7 percent of the original aggregate principal amount of the Bonds; and

RESOLVED FURTHER that the Executive Committee and all officers of the University are hereby authorized and directed to take all such further actions and to execute all such instruments, agreements, documents and certificates as they shall deem necessary or desirable to carry out the terms of the financing plans presented to this meeting; and

RESOLVED FURTHER, pursuant to the Section 147(f) of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, the University hereby designates Alice W. Handy, Treasurer of the University, as the public hearing officer to hold any public hearings required in order to ensure the tax-exempt status of interest on the Bonds; and

RESOLVED FURTHER that all acts of all officers of the University which are in conformity with the purposes and intent of this Resolution and in carrying out the financing plans presented to this meeting are ratified, approved and affirmed.

EXHIBIT A:

BOND ISSUANCE PARAMETERS FOR UP TO $145,000,000

GENERAL REVENUE PLEDGE BONDS

In addition to the general parameters described in the Resolution, the following specific parameters shall apply to the Projects described below:

Scott Stadium Expansion

Maximum Principal Amount: $67,000,000

Latest Final Maturity Date: June 1, 2029

East Precinct Parking Garage

Maximum Principal Amount: $ 3,000,000

Latest Final Maturity Date: June 1, 2019

Student Residence Hall

Maximum Principal Amount: $ 6,500,000

Latest Final Maturity Date: June 1, 2019

Medical Office Building

Maximum Principal Amount: $ 8,000,000

Latest Final Maturity Date: June 1, 2019

Hospital Refunding Bonds

Maximum Principal Amount: $60,500,000

Latest Final Maturity Date: June 1, 2013

5787

APPROVAL OF THE REVISION OF THE CLINCH VALLEY COLLEGE ADVISORY COUNCIL BYLAWS


The following resolution was adopted:

WHEREAS, the Clinch Valley College Advisory Council has evolved from that of an advisory body to one with an important role in determining policy;

RESOLVED that the name of the Clinch Valley College Advisory Council be changed to "Clinch Valley College Board"; and

RESOLVED FURTHER that the Advisory Council Bylaws (shown as an attachment) are amended to provide that body authority to act on behalf of the Board of Visitors of the University of Virginia, on matters specifically identified in the Bylaws.

RESOLVED FURTHER that the present Advisory Council members and the Executive Committee shall continue to serve as the Interim Clinch Valley College Board and Executive Committee, respectively, until such time as the new CVC Board members have been appointed and qualified by the Board of Visitors; and

RESOLVED FURTHER that the Board of Visitors appoints a transition nominating committee composed of the Clinch Valley College Committee of the Board of Visitors, the chair of the old Clinch Valley College Advisory Council, the President of the Alumni Association of Clinch Valley College, the Chancellor of Clinch Valley College, along with three Clinch Valley College Alumni not now serving on existing Boards, to be appointed by the Chancellor reflecting the diversity of the alumni, said nominations be submitted to the Board of Visitors in time for the January 29, 1999 meeting; and

RESOLVED FURTHER that the Board of Visitors believes that the initial composition of the Clinch Valley College Board include as many new members, including alumni of Clinch Valley College and/or the University of Virginia as possible.

APPROVAL OF COMMENCEMENT OF THE STRATEGIC PLANNING PROCESS FOR A NEW ARENA

The following resolution was adopted:

RESOLVED that the Board of Visitors asks the President and the administration to begin the strategic planning process for a new arena to replace University Hall, including comprehensive architectural, financing and fundraising plans.

ESTABLISHMENT OF GUIDELINES FOR A "GROUNDSWALK" TO BE INCORPORATED INTO THE MASTER PLAN FOR THE UNIVERSITY

The following resolution was adopted:

WHEREAS, the Board of Visitors recognizes that the origin of incorporating a "Groundswalk" into the University’s Master Plan goes back several decades when the University was considerably smaller; and

WHEREAS, the Board of Visitors also recognizes that the timing for design and development of a "Groundswalk" is currently appropriate both as the Master Plan is being revised and major projects are planned along its path; and

WHEREAS, the Board of Visitors envisions that the "Groundswalk" would substantially aid in the "unification" of the University Grounds and increase the level of safety and transportation efficiency for pedestrians, joggers, bicyclists, reduce the relative need for parking facilities, as well as improve the urban environment of the University; and

WHEREAS, the Board of Visitors has established a set of guidelines and objectives for design and construction of the Groundswalk; and

WHEREAS, the Board of Visitors believes by meeting these requirements, the Groundswalk could substantially improve the walking environment within the University Grounds while respecting its common heritage;

RESOLVED that the development of the "Groundswalk" and incorporation into the Master Plan requires several components which must be met or maintained; the first two of which are critical:

    1. The primary requirement is safety. This would include separation of pedestrians from vehicular traffic and bicycles, as well as requiring lighting, addressing surveillance needs, providing adequate visibility and enabling access for emergency vehicles.
    2. An individual, bicyclist or handicapped person should be able to travel from North Grounds to Scott Stadium and eventually to the student residences beyond without having to climb stairs or stop for city traffic. In order to do so elevated walkways, bridges, and moderately sloping grades would be incorporated into the design.
    3. The main walkway itself should be wide enough to accommodate pedestrian and bicycle traffic and, at times, emergency vehicles, including at certain points enough space to permit safe convergence of light mass transit.
    4. The "Groundswalk" should aesthetically and functionally enhance the urban environment of the University by aiding and encouraging walking and bicycling. Its design should conform with Jeffersonian characteristics by maximizing brick and neoclassical features that blend into the existing architecture.
    5. Future development along the Groundswalk should be designed to accommodate and function with the walkway, not compete with it. Future building and construction design should not interfere with the main purpose and requirements of the walk described above but rather fit in just as buildings along a natural watercourse would relate.

BE IT FURTHER RESOLVED that the Buildings and Grounds Committee shall instruct the Architect of the University to communicate these requirements to all engineers, architects, or other professionals currently or in the future engaged for projects within the University Grounds.

VALIANCE HEALTH, L.L.C.

The following resolution was adopted:

WHEREAS, VaLiance Health, a Limited Liability Corporation, has been created for the purpose of "working together for the health of our communities", and, as such, serves as a mechanism for integrating and coordinating the delivery of health care services on behalf of its members (currently University of Virginia Medical Center, Augusta Medical Center, and Rockingham Memorial Hospital); and

WHEREAS, UVa Medical Center is committed to serving as an extension of the community hospital and the community physician in serving patients' needs, and sees VaLiance Health as an important mechanism for providing regional health care services; and

WHEREAS, the Vice President and Provost for Health Sciences recommends that, in the best interests of the University of Virginia Health Sciences Center, approval be granted for this venture, and authority be given to execute an amended and restated Operating Agreement; and

WHEREAS, the General Counsel has recommended that the existing Operating Agreement be ratified;

RESOLVED that the described business arrangement between the UVa Medical Center and the VaLiance Health Corporation is approved, and the existing Operating Agreement of VaLiance Health, L.L.C., is ratified; and

RESOLVED FURTHER that the Executive Vice President and Chief Financial Officer is authorized, in consultation with the Vice President and Provost for Health Sciences and with advice of the General Counsel, to execute such amended and restated Operating Agreement as may be in the best interests of the University of Virginia.

STATEMENT BY THE RECTOR

Today, I am appointing a Special Committee of the Board of

Visitors to review the processes and operations in the University of Virginia Medical Center. I am also naming three key administrators to work with and support the efforts of the Special Committee.

The Medical Center is a critical component of our public service, teaching and research enterprises. It serves thousands of patients each month. We have confidence in the leadership of the Center. Its health care providers and staff are second to none. As a result, the quality of patient care delivered by the hospital has been and continues to be outstanding.

However, the events of recent weeks require that the Board devote special attention to the processes and operations of the Medical Center and ensure that all appropriate steps are being taken to assist management in making any improvements that may be necessary. In fact, Dr. Cantrell emphasized just yesterday that he and his staff would welcome increased oversight from the Board.

The team will be headed by Board member Elizabeth A. Twohy of Virginia Beach, Chair of the Audit Committee, and will include Board members Charles M. Caravati, Jr., M.D., of Manakin-Sabot, Timothy B. Robertson of Virginia Beach, James C. Wheat, III, of Richmond, and Benjamin P.A. Warthen of Richmond. I am asking Leonard W. Sandridge (Executive Vice President and Chief Finanical Officer), Barbara J. Deily (Director of Audits), and Beth C. Hodsdon (Special Assistant Attorney General) to serve in support of the Special Committee. This combination of persons brings a broad range of expertise to the task and ensures that the resources of the entire University are devoted to the effort. In addition, the team has authority to use both internal and external resources to carry out its tasks.

I have asked Ms. Twohy and the team to report to the full Board at its January 1999 meeting and to provide interim reports to the Board as needed.


RESOLUTION OF COMMENDATION FOR RAYMOND C. BICE, JR.

The following resolution was adopted:

WHEREAS, Raymond C. Bice, Jr., a native of LaCrosse, Wisconsin, joined the faculty of the University of Virginia in 1948 as an assistant professor of psychology; and

WHEREAS, Mr. Bice subsequently was Associate Professor and Professor of Psychology, and then Professor of Psychology Emeritus from 1994 after he retired from teaching; and

WHEREAS, Mr. Bice, one of the early faculty advisers resident in the First Year Dormitories, was Chairman of the Resident Faculty Advisers from 1950 to 1954; and

WHEREAS, Mr. Bice was Director of Admissions for the College from 1954 to 1958, an Assistant Dean of the College from 1958 to 1964, and an Associate Dean of the College from 1958 to 1969; and

WHEREAS, Mr. Bice was elected Secretary to the Board of Visitors in 1969, and made Administrative Assistant to the President the same year, positions he held until the end of 1990; and

WHEREAS, Mr. Bice was made University History Officer in 1991 and served in that capacity until his retirement; and

WHEREAS, Mr. Bice is known to literally thousands of former students as an innovative teacher and deviser of "Bice Devices," as well as a compassionate adviser who could resolve almost any problem; and

WHEREAS, Mr. Bice has served the University in countless other ways; and

WHEREAS, Mr. Bice retired from the University in July, 1998;

RESOLVED that the Board of Visitors thanks Raymond C. Bice, Jr., for his years of service and devotion to the University and extends every good wish on his retirement.

1999 ANNUAL MEETING OF THE BOARD OF VISITORS

The following resolution was adopted:

RESOLVED that the May, 1999 meeting of the Board of Visitors be designated the Annual Meeting for the Year 1999.

GIFTS, GRANTS, AND CONTRACTS

The President reported on Gifts, Grants, and Contracts.

The Report was accepted.

MEMORIAL RESOLUTION FOR THE HONORABLE DANIEL FRENCH SLAUGHTER, JR.

The following resolution was adopted:

WHEREAS, Daniel French Slaughter, Jr., was born in

Culpeper County in 1925; and

WHEREAS, Mr. Slaughter matriculated in the Virginia Military Institute but left to serve in the United States Army during the Second World War and was awarded both the Bronze Star and the Purple Heart; and

WHEREAS, Mr. Slaughter resumed his studies, but at the University of Virginia, from which he took the B.A. in 1949, and the J.D. in 1953; and

WHEREAS, Mr. Slaughter served the University as President of the Alumni Association, as a member of the Board of Visitors from 1978 to 1982, and as Rector from 1980 to 1982; and

WHEREAS, Mr. Slaughter served the Commonwealth as a member of the House of Delegates from 1958 to 1978 and as the member for the 7th District in the United States House of Representatives from 1985 to 1991; and

WHEREAS, Mr. Slaughter, in his public service, was a particular supporter of higher education and one of the founders of the Community College System in Virginia; and

WHEREAS, Mr. Slaughter died in Charlottesville on October 2, 1998;

RESOLVED that the Board of Visitors notes with sorrow the passing of Daniel French Slaughter, Jr., and expresses its deepest sympathy to his family, and marks with gratitude his

devotion and service to the University of Virginia and to the Commonwealth.

APPROVAL OF SUMMARY OF AUDIT FINDINGS

The following resolution was adopted:

RESOLVED that the Summary of Audit Findings for the period May 1, 1998 through August 31, 1998, as presented by the Director of Audits, is approved as recommended by the Audit Committee.


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