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TENTATIVE
MINUTES
SUBJECT TO THE APPROVAL
OF THE BOARD OF VISITORS
January 29-30, 1999
The Board of Visitors of the University of Virginia met, in Open
Session, at 8:25 a.m., on Friday, January 29, 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, Albert H. Small,
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. Leonard W. Sandridge, Jr., Alexander G. Gilliam,
Jr., Richard C. Kast, Peter W. Low, Robert W. Cantrell, Ms. Colette
Capone, Robert D. Sweeney, William W. Harmon, Ms. Polley Ann McClure,
Gene D. Block, L. Jay Lemons, Terry Holland and Ms. Jeanne Flippo
Bailes were also present.
APPROVAL
OF MINUTES OF MEETING OF THE BOARD OF VISITORS, ON OCTOBER 9-10,
1998 AND ON JANUARY 9, 1999
The
Minutes of the meeting of the Board of Visitors on October 9-10,
1998, and on January 9, 1999, previously distributed, were approved
as corrected.
The
Board of Visitors of the University of Virginia met, in Executive
Session (see enabling motions below), at 10:30 a.m., Friday, January
29, 1999, 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,
Albert H. Small, 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., Richard C. Kast, Leonard
W. Sandridge, Jr., Robert W. Cantrell, Peter W. Low, Ms. Colette
Capone, Robert D. Sweeney, William W. Harmon, Ms. Polley Ann McClure,
L. Jay Lemons, and Ms. Jeanne Flippo Bailes.
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 Board of Visitors of the University of Virginia go into Executive
Session for the discussion and consideration with our Legal Counsel
of the formation and negotiation of a contract to perform services
overseas, and the investing of public funds where bargaining is
involved when if made public initially the Universitys financial
interest would be adversely affected as provided for in Section
2.1-344 (A)(6)(7)and (8) 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 Educational Policy Committee of the Board of Visitors of the
University of Virginia go into Executive Session for the purpose
of discussing the status of contract negotiations concerning the
purchase of certain computer equipment and consulting services,
and the investing of public funds where competition and bargaining
is involved when if made public initially the Universitys financial
interest would be adversely affected, as provided for in Section
2.1-344 A.(6)(8) of the Code of Virginia.
That
the Educational Policy Committee of the Board of Visitors of the
University of Virginia go into Executive Session for the purpose
of discussing contract terms and negotiations for faculty research
opportunities and business development with a company where no public
announcement of the companys proposed investment has been made,
as provided for in Section 2.1-344 (A)(5),(6) and (8) of the Code
of Virginia.
That
the Special Committee of the Board of Visitors, appointed by the
Rector of the University of Virginia to review probable litigation
with the General Counsel, go into Executive Session for the purpose
of discussing with the full Board and with the General Counsel probable
litigation, in connection with a student disciplinary matter requiring
the advice of Counsel, as provided for in Section 2.1-344 (A)(7)
of the Code of Virginia.
That
the Special Committee to Review the Processes and Operations of
the University of Virginia Medical Center go into Executive Session
for discussion with counsel regarding existing and probable litigation,
and other specific matters requiring the provision of legal advice
by counsel, as provided for in Section 2.1-344 (A)(7) of the Code
of Virginia, and for the evaluation of the performance of departments
and programs where personnel decisions regarding individual officers
and employees might be affected, as provided for in Section 2.1-344
(A)(1) of the Code of Virginia.
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 interest of the University
would be adversely affected; and consultation with legal counsel
and briefing by staff members pertaining to contract negotiations
in connection with the Health Systems Integrated Healthcare Information
Management System; as provided for in Sections 2.1-344 (A)(6),(7),(8)
and (24) of the Code of Virginia.
That
the Executive Committee of the Board of Visitors go into Executive
Session for the purpose of considering the appointment of a student
member to the Board of Visitors in accordance with Section 2.1-344
(A) (1) of The Code of Virginia.
At
11:55 a.m., the Board went into Open Session and recessed.
The
Board resumed in Executive Session in the East Oval Room of the
Rotunda at 1:00 p.m.
At
4:30 p.m., the Board went into Open Session and recessed at 5:00
p.m.
CLINCH VALLEY COLLEGE RESOLUTION
The
following resolution was adopted:
-
WHEREAS, the Clinch Valley College Board and other interested
friends and alumni of Clinch Valley College have suggested that
the name of the College be changed to University of Virginia-Wise;
and
-
WHEREAS, the Clinch Valley College Committee has considered this
proposal along with the expressed opinions of a great many interested
persons and had considered making recommendations to the Board
of Visitors at the Board meeting of January 29-30;
-
RESOLVED, the Committee recommends that the name University of
Virginia-Wise be removed from consideration; and P>
-
RESOLVED FURTHER that the Committee not suggest an alternate name
to the Board of Visitors at the January 29-30 meeting, but instead
work with the Clinch Valley College Board to determine a mutually
acceptable name to be presented to the Board of Visitors for consideration
at the Board of Visitors meeting on October 15-16, 1999. Any responsible
name may be considered; and
-
RESOLVED FURTHER the Committee requests the University to use
its marketing resources to support and promote the College, to
include assistance with the development and financing of professional
public relations and marketing campaigns, as well as encourage
more coordination and cooperation in student recruitment. When
the question of the name of the College is resolved, the University
will promote the agreed upon name; and
-
RESOLVED FURTHER that the Board of Visitors reaffirms its full
commitment and support to Clinch Valley College.
CLINCH VALLEY COLLEGE RESOLUTION
The
following resolution was adopted:
- RESOLVED
that the proposed new name for Clinch Valley College, University
of Virginia Wise is not approved. Nor is any name acceptable that
would lead to referring to the University of Virginia as University
of Virginia at Charlottesville to distinguish it from Clinch Valley
Colleges new name.
-
The Board of Visitors determines that the name Clinch Valley College
is not the most appropriate name for the College and desires to
work with and cooperate with Clinch Valley College in determining
a new and appropriate name.
-
The Board of Visitors desires to and will work with the Clinch
Valley College Board to determine a mutually acceptable name that
genuinely strengthens Clinch Valley College and the relationship
between the two schools. The matter of the new name is hereby
scheduled for action by the Board of Visitors at its regularly
scheduled meeting on October 15 and 16, 1999. The Board of Visitors
suggests that the Clinch Valley College Board submit its choice
or choices by June 1, 1999.
-
The University of Virginia will use its marketing resources to
support and promote Clinch Valley College. This includes assistance
with the development and financing of professional public relations
and marketing campaigns. Consideration shall be given to effecting
a better link of the two schools websites, and encourage more
coordination and cooperation in student recruitment. Once the
new name is agreed upon, the University of Virginia will promote
such new name.
-
The Board of Visitors hereby acknowledges that it is very proud
of Clinch Valley College and the many fine accomplishments of
its staff, faculty, alumni, and students.
-
The Board of Visitors hereby reaffirms its full commitment to
support the programs and educational mission of Clinch Valley
College in every feasible way.
APPROVAL TO CREATE A BRANCH CAMPUS OF THE UNIVERSITY OF VIRGINIA
AT DOHA, QATAR
The
following resolution was adopted:
- WHEREAS,
the Qatar Foundation for Education, Science, and Community Development
(Qatar Foundation) seeks a long-term partnership to establish
a small fully accredited, co-educational university of high quality
based on the American model of higher education to be located
in Doha, Qatar; and
-
WHEREAS, the establishment of an affiliated campus in the State
of Qatar is compatible with the University's strategic plans to
develop international initiatives that benefit its teaching, research,
and service mission and further supports the University's interests
in the Gulf Region; and
-
WHEREAS, a business plan has been developed to guide the University's
planning and negotiating with the Qatar Foundation and to inform
the Board of Visitors in its deliberations; and
-
WHEREAS, representatives of the University and representatives
of the Qatar Foundation have agreed on the principles that would
govern the proposed partnership;
-
RESOLVED that the Board of Visitors approves the establishment
of a branch campus in the State of Qatar and, subject to appropriate
state approvals, authorizes the Executive Vice President and Chief
Financial Officer, in consultation with the President, the Vice
President and Provost, and the General Counsel, and with the concurrence
of the Executive Committee of the Board, to contract with the
Qatar Foundation to create a branch campus in accordance with
the principles agreed upon in discussions between the University
and the Qatar Foundation; and
-
RESOLVED FURTHER that the Board of Visitors authorizes the Executive
Vice President and Chief Financial Officer, in consultation with
the President, the Vice President and Provost, and the General
Counsel, and with the concurrence of the Executive Committee of
the Board, to contract with the Qatar Foundation to create a bridge
program for the branch campus in accordance with the principles
agreed upon in discussions between the University and the Qatar
Foundation; and
-
RESOLVED FURTHER that the President shall seek appropriate state
approvals.
RESOLUTION
TO RESTRUCTURE THE HEALTH AFFAIRS COMMITTEE
The
following resolution was adopted:
-
RESOLVED that the Rector restructure the Health Affairs Committee
to include, in an advisory capacity, professionals from relevant
sectors of the business community, including the healthcare industry.
The Health Affairs Committee should be comprised of five Board
members, including the Chair of the Finance Committee. In addition,
at least four outside experts, including a representative from
the Health Services Foundation, should be appointed by the Rector
to act in an advisory capacity as non-voting members. The outside
experts should also be members of the Healthcare Partners Board;
and
-
RESOLVED FURTHER, that two voting Board of Visitors members of
the Health Affairs Committee serve on the Healthcare Partners
Board; and
-
RESOLVED FURTHER, that the recommendations (see Attachment A)
of the Special Committee to Review the Processes and Operations
of the University of Virginia Medical Center be implemented.
APPROVAL OF ARCHITECT SELECTION FOR THE INFORMATION TECHNOLOGY
ENGINEERING BUILDING
The
following resolution was adopted:
-
RESOLVED that Burt Hill Kosar Rittelman Associates of Washington,
D.C., is approved for the performance of architectural and engineering
services for a feasibility study for the Information Technology
Engineering Building project; and
-
RESOLVED FURTHER that at the option of the University the firm
may later be retained to perform full and complete architectural/engineering
services.
APPROVAL
OF PERMANENT EASEMENT FOR THE MICHIE TAVERN CORPORATION ACROSS
UNIVERSITY OF VIRGINIA PROPERTY LOCATED AT BLUE RIDGE HOSPITAL
The
following resolution was adopted:
-
RESOLVED that the granting of a permanent easement, dated January
30, 1999, to the Michie Tavern Corporation for a water line serving
Michie Tavern, on Route 53, 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 TO REMOVE THE PEYTON HOUSE SHED
The
following resolution was adopted:
-
WHEREAS, the University owns a small, one-story shed located behind
the Peyton House which is on the east side of Rugby Road north
of Madison Bowl; and
- WHEREAS,
the structure is vacant, and is in poor condition; and
,DT>WHEREAS, its removal will permit the relocation of modular
offices for use by the McIntire Department of Art; and
- WHEREAS,
the Governor of Virginia delegated to the Board of Visitors, pursuant
to Executive Order Number Thirty-Four (98), dated November 10,
1998, the authority of the Governor to approve the removal of
buildings on state property, with the advice and counsel of the
Art and Architectural Review Board, and the review of the Department
of Historic Resources; and
-
WHEREAS, the Art and Architectural Review Board and the Department
of Historic Resources have reviewed the Universitys request to
remove the aforementioned building, and have no objection to its
removal or demolition;
-
RESOLVED that the removal of the Peyton House Shed is approved
by the Board of Visitors.
-
RESOLVED FURTHER that the Executive Vice President and Chief Financial
Officer is authorized to execute any and all documents pertaining
to the removal of the aforementioned building, and that the said
officer ensure that the required report regarding the building
removal is sent to the Department of General Services.
APPROVAL OF AMENDMENT TO MEDICAL CENTER RETIREMENT PLAN
The
following resolution was adopted:
-
WHEREAS, the University offers its Medical Center employees the
opportunity to save for retirement through a University-sponsored
defined contribution plan; and
- WHEREAS,
under the terms of the Universitys Defined Contribution Plan,
the Board of Visitors has the sole authority to amend the Plan
as attached (see Attachment B); and
- WHEREAS,
the Board of Visitors finds that the Plan document reflects Internal
Revenue Code requirements and state law to create a trust to hold
funds in the Plan, to appoint a trustee to monitor the funds investment,
and to reflect accurately: (1) current practice regarding Medical
Center employees right to elect the Plan, and (2) the formula
used to calculate the Plans contributions; and
- WHEREAS,
the Executive Vice President and Chief Financial Officer, with
the assistance of appropriate University officers and appointed
counsel, has prepared a plan document incorporating the above-described
provisions; and
- WHEREAS,
the Board of Visitors finds it desirable to engage corporate trustees
for the retirement plan trust with responsibilities of custodianship
and safeguarding investment assets; and
- WHEREAS,
the Board of Visitors finds that its own Board of the University
of Virginia Investment Management Company is the appropriate body
to serve as the monitor of the Plans administration; and
- WHEREAS,
the Board of Visitors delegates authority to administer the Plan
to the appropriate University officials who, because of their
various duties and responsibilities, are in the best position
to oversee and administer the Plans operations;
- RESOLVED
that the Executive Vice President and Chief Financial Officer
is authorized and directed to execute the amended and restated
defined contribution plan; and
- RESOLVED
FURTHER that the Executive Vice President and Chief Financial
Officer is authorized and directed to take such actions as may
be necessary to secure from the Internal Revenue Service a favorable
letter of determination that the amended and restated plan providing
for the trust satisfies the requirements of the Internal Revenue
Code, and to make such further amendments as may be necessary
to secure such approval from the Internal Revenue Service; and
-
RESOLVED FURTHER that the Board of the University of Virginia
Investment Management Company is delegated authority to monitor
the administration of the Plan on behalf of the Board of Visitors,
including reviewing the funds included in the Plan; and
- RESOLVED
FURTHER that the Executive Vice President and Chief Financial
Officer is authorized and directed to contract for the services
of a corporate trustee or trustees in accordance with the provisions
of this resolution; and
- RESOLVED
FURTHER that the Executive Vice President and Chief Financial
Officer is authorized to (1) form an administrative committee
to assist the Board of the University of Virginia Investment Management
Company in carrying out the duties above and (2) engage outside
consultants as needed to assist with the University's responsibilities
as Plan Administrator and Named Fiduciary; and
- RESOLVED
FURTHER, subject to the Presidents continuing administrative powers
and authority, the Chief Human Resource Officer is delegated the
authority and responsibility to oversee and administer the Plan.
APPROVAL OF AMENDMENT TO THE FACULTY RETIREMENT PLAN
The
following resolution was adopted:
-
WHEREAS, under the terms of the Universitys Faculty Retirement
Plan, the Board of Visitors has the sole authority to amend the
Plan as attached (see Attachment C); and
- WHEREAS
the Board of Visitors finds that the Plan document should be amended
to include the restatement of the eligibility rules to reflect
inclusion of Clinch Valley College faculty, as well as continued
participation by Medical Center employees currently enrolled in
the Plan;
-
RESOLVED that the Executive Vice President and Chief Financial
Officer is authorized and directed to execute and amend the Plan.
APPROVAL OF STUDENT ORIENTATION FEE AND TUITION FOR THE MCINTIRE
SCHOOLS MASTER OF SCIENCE IN MANAGEMENT INFORMATION SYSTEMS EXECUTIVE
FORMAT
The
following resolution was adopted:
- RESOLVED
that the special tuition and fee actions, be approved as specified
below, effective February 1, 1999:
Student Orientation Program:
Summer 1999 Fee: $175
Executive Master of Science in Management Information Systems1:
Virginian $27,000
Non-Virginian $31,500
1 Price to include tuition, fees, room, board, technology costs,
computer lease, books, local transportation and miscellaneous
expenses.
APPROVAL OF BOND ISSUANCE FOR CLINCH VALLEY COLLEGE RESIDENCE
HALL
The
following resolution was adopted:
- WHEREAS,
the General Assembly of Virginia has passed an act entitled "Commonwealth
of Virginia Higher Educational Institutions Bond Act of 1998"
(the "1998 Act"), which has been or is expected to be signed by
the Governor; and
-
WHEREAS, the 1998 Act may be repealed but the Project, as defined
below, continues as an authorized project for bond financing through
subsequent legislation;
- 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 a Residence
Hall (Capital Outlay Project Number P.C. 246-16151 (the "Project")
for Clinch Valley College (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 ("BANs") in an aggregate principal amount not to exceed
$4,500,000 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 BANs.
-
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 Chief
Financial Officer to execute and deliver on behalf of the Institution
the Payment Agreement presented to the meeting at which this resolution
is adopted, 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% 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% 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%
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 included 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 DELEGATION OF AUTHORITY TO THE EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER TO APPROVE AND EXECUTE A CONTRACT
WITH ARAMARK, INC.
The
following resolution was adopted:
-
RESOLVED by the Board of Visitors that the Executive Vice President
and Chief Financial Officer be authorized to approve and execute
a contract with ARAMARK, Inc., for the period July 1, 1999 June
30, 2004, to provide contract dining, catering, retail, vending
and concessions services.
CONFLICT OF INTEREST EXEMPTION
The
following resolution was adopted:
- WHEREAS,
the School of Medicine Office of Continuing Medical Education
wishes to offer an internet-based program in cardiology titled
the Cardiovascular Cybervillage; and
- WHEREAS,
to offer the Cardiovascular Cybervillage program, the Office of
Continuing Medical Education must enter into an agreement with
CardioConcepts, Inc., a company owned by two faculty members,
Lawrence Gimpel, M.D., and Ralph Buckley, M.D., for the licensing
and further development of the Cardiovascular Cybervillage software
application; and
- WHEREAS,
entry into an agreement with CardioConcepts may be entered into
under the exemption to the Virginia Conflict of Interests Act
as provided in Section 2.1-639.6(C)(7) of the Code of Virginia,
with approval by the Board of Visitors; and
- RESOLVED
that the exemption under Section 2.1-639.6(C)(7) of the Code of
Virginia for the proposed agreement between the University and
CardioConcepts, Inc., for licensing and development of the Cardiovascular
Cybervillage application, is approved.
PERMANENCE OF THE UNIVERSITY OF VIRGINIA MUSEUM OF ART
The
following resolution was adopted:
- WHEREAS,
The central purpose of the University of Virginia is to enrich
the mind by stimulating and sustaining a spirit of free inquiry
directed to understanding the nature of the universe and the role
of humankind in it; and
- WHEREAS,
the University of Virginia's stated goals include: 1) sustaining
education as the central concern of the University, not only in
curricula of the College of Arts and Sciences, but also as a foundation
for the professional undergraduate programs, and 2) offering to
the local community, the Commonwealth of Virginia, and the nation
the various kinds of public service, and intellectual and cultural
activities which are consonant with the purposes of the University;
and
- WHEREAS,
the Board of Visitors recognizes that the University of Virginia
Museum of Art has assisted the University since 1934 in sustaining
a liberal education for its students and in offering cultural
activities to the general public; and
- WHEREAS,
the Board of Visitors wishes to declare its support of the continuation
of the University of Virginia Museum of Art in perpetuity.
- NOW
THEREFORE BE IT RESOLVED that the Board of Visitors of the University
of Virginia hereby declares that the University of Virginia Museum
of Art shall be regarded as an integral component of the University
of Virginia and that resources for its operation shall always
be made available to the extent permitted by the Universitys financial
ability.
GOVERNANCE OF THE UNIVERSITY OF VIRGINIA MUSEUM OF ART
The
following resolution was adopted:
-
WHEREAS, the oversight of the University of Virginia Museum of
Art upon its creation in 1934 was made the responsibility of the
President who was authorized at that time to appoint a committee
to formulate a plan for conduct of the said Art Museum; and
-
WHEREAS, successive Presidents have delegated the oversight of
the University of Virginia Museum of Art to the Office of the
Vice President and Provost to whom the Director of the Museum
currently reports; and
-
WHEREAS, the original committees and plans have evolved into a
system of governance now reduced to writing in a document known
as the University of Virginia Museum of Art Mission Governance,
and Policies.
-
NOW THEREFORE BE IT RESOLVED that the University of Virginia Museum
of Art Mission Governance, and Policies is hereby adopted as the
governing document for the Museum; and
- RESOLVED
FURTHER that the Mission Statement for the Museum as styled in
the said governing document is hereby adopted and approved by
the Board of Visitors; and
- RESOLVED
FURTHER that subject to the ultimate authority of the President,
the Board of Visitors authorizes the Vice President and Provost
to determine the role and responsibilities of the Museum Director,
to delegate authority for day to day operations to the Museum
Director in accordance with the said governing document, and to
approve policies submitted by the Museum Director on acquisitions,
accessions, deaccessions, dispositions, and loans.
APPROVAL
TO ESTABLISH THE BACHELOR OF INTER-DISCIPLINARY STUDIES DEGREE
IN THE DIVISION OF CONTINUING EDUCATION
The
following resolution was adopted:
-
WHEREAS, it is consistent with the mission of the University of
Virginia to offer an undergraduate degree to part-time adult students
who engage in the equivalent of two years of study at the University
after completing two years of undergraduate work at a community
college or at another institution; and
-
WHEREAS, a formal proposal to offer such a degree has been prepared
by a faculty committee, endorsed by the Vice President and Provost
and the deans of the schools involved, and approved by the Faculty
Senate; and
- WHEREAS,
the requirements for the degree, the credentials of the faculty,
the quality of the program, and the consistency of the program
with the principles reflected in the proposal, which was distributed
previously, will be monitored by a faculty committee appointed
by the Vice President and Provost;
-
RESOLVED that, subject to approval by the State Council for Higher
Education in Virginia, The Bachelor of Interdisciplinary Studies
(BIS) degree is established in the Division of Continuing Education;
and
-
RESOLVED FURTHER it shall be the responsibility of the faculty
committee appointed by the Vice President and Provost to maintain
standards of excellence for the BIS degree similar to those maintained
in other undergraduate programs at the University; and
-
RESOLVED FURTHER that all students enrolled in the BIS Degree
Program shall enjoy the rights and the responsibilities of the
Honor System.
APPROVAL OF STUDENT HOUSING RATES FOR 1999-2000
The
following resolution was adopted:
-
RESOLVED that rental increases for student housing facilities
be approved as shown below, effective beginning with the 1999-2000
session:
GIFTS, GRANTS AND CONTRACTS
The
President reported on Gifts, Grants and Contracts. The Report was
accepted.
REPORT ON ACTIONS OF THE EXECUTIVE COMMITTEE
Mr.
Leonard W. Sandridge, Executive Vice President and Chief Finanical
Officer, reported on the following actions taken at the Executive
Committee meeting on November 11, 1998:
AUTHORIZATION OF THE ISSUANCE OF $134,590,000 GENERAL REVENUE
PLEDGE BONDS
The
following resolution was adopted:
-
WHEREAS, Chapter 9, Title 23 of the Code of Virginia of 1950,
as amended, there is created a 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), which is vested with the supervision, management
and control of the University; and
-
WHEREAS, Chapter 3, Title 23 of the Code of Virginia of 1950,
as amended (the Act), the University is classified as an
educational institution, is declared to be a public body and is
constituted 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 of 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 moneys 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 of Virginia (the Secretary
of Finance), moneys appropriated to the University from the
general fund of the Commonwealth of Virginia or from nongeneral
funds, without regard to the source of such moneys, and which
are not required by law or by previous binding contract to be
devoted to some other purpose; and
-
WHEREAS, pursuant to a resolution adopted on October 10, 1998,
the Board determined to finance (i) the construction and equipping
of a new parking garage, (ii) the construction and equipping of
a student residence hall, (iii) the renovation, expansion and
equipping of Scott Stadium, (iv) the acquisition of a medical
office building, and (v) the cost of refunding the outstanding
Series E Bonds described below (collectively, the Project),
and delegated to the Executive Committee of the Board the power
to approve the final terms of such financing, within certain stated
parameters; and
-
WHEREAS, for the purpose of providing funds to redeem certain
outstanding bonds, the University has previously issued its Hospital
Revenue Refunding Bonds (Series E) (the Series E Bonds)
in the initial aggregate principal amount of $68,290,000 pursuant
to a Master Resolution adopted by the Executive Committee of the
Board on November 30, 1984 (as amended, the Master Resolution),
and a Series Resolution adopted by the Executive Committee of
the Board on June 22, 1989; and
- WHEREAS,
for the purpose of providing funds to finance the acquisition,
construction and equipping of a new parking garage and a student
residence hall and a portion of the renovation, expansion and
equipping of Scott Stadium, the Executive Committee of the Board,
pursuant to the powers granted it under Section 23-75 of the Code
of Virginia of 1950, as amended, has determined to adopt this
Resolution (the Series 1998A Resolution) authorizing the
issuance of general revenue pledge bonds of the University as
Series 1998A Bonds (the Series 1998A Bonds); and
-
WHEREAS, for the purpose of providing funds to finance the acquisition
of a medical office building, the Executive Committee of the Board,
pursuant to the powers granted it under Section 23-75 of the Code
of Virginia of 1950, as amended, has determined, simultaneously
with the adoption of the Series 1998A Resolution, to adopt a resolution
(the Series 1998B Resolution) authorizing the issuance
of general revenue pledge bonds of the University as Series 1998B
Bonds (the Series 1998B Bonds), and
WHEREAS, for the purpose of providing funds to finance a portion
of the cost of refunding the outstanding Series E Bonds, the
Executive Committee of the Board, pursuant to the powers granted
it under Section 23-75 of the Code of Virginia of 1950, as amended,
has determined, simultaneously with the adoption of the Series
1998A Resolution, to adopt a resolution (the Series 1999A
Resolution) authorizing the issuance of general revenue
pledge bonds of the University as Series 1999A Bonds (the Series
1999A Bonds);
-
RESOLVED by the Executive Committee of the University acting on
behalf of the Board, approves the following: the Series 1998A
Resolution, Series the 1998B Resolution, and the Series 1999A
Resolution.
APPROVAL OF THE FORMATION OF A REGIONAL CRIMINAL JUSTICE TRAINING
ACADEMY
The
following resolution was adopted:
- WHEREAS,
the Central Shenandoah Criminal Justice Training Center was originally
organized in 1973 to provide basic and in-service training for
law enforcement personnel, and
- WHEREAS,
the Training Center, located on the campus of the Blue Ridge Community
College at Weyers Cave in Augusta County, now serves more than
70 criminal justice agencies serving more than 50 political subdivisions
and localities, and
- WHEREAS,
the Training Center's membership has remained stable and reasonably
constant over many years, and
- WHEREAS,
the Training Center has moved on two previous occasions because
it has outgrown its available space, and
- WHEREAS,
the Training Center is now in need of a new physical plant that
will allow it to continue to provide quality criminal justice
training on a cost-efficient basis to its members, and
- WHEREAS,
the General Assembly has in recent years amended the Virginia
Code to allow a regional criminal justice training academy to
incur indebtedness without obligating a member governmental unit,
and
- WHEREAS,
the Training Center's charter needs to be revised and reconstituted
as the Central Shenandoah Criminal Justice Training Academy;
- RESOLVED
by the Board of Visitors of the University of Virginia, pursuant
to Virginia Code ' 15.2-1747, that the Charter of Central Shenandoah
Criminal Justice Training Academy, a copy of which is attached
and incorporated herein by reference, be adopted, and the University
is authorized to join as a member of this Academy formed for the
principal purpose of establishing and conducting criminal justice
training and education for criminal justice personnel.
- RESOLVED
FURTHER that this resolution shall become effective upon adoption,
and the Secretary to the Board is requested and authorized to
forward an attested copy to the Executive Director, Central Shenandoah
Criminal Justice Training Academy, 211 12th Street, Waynesboro,
Virginia 22980.
- RESOLVED
FURTHER, by its adoption of this charter, the University evidences
its commitment to the training needs of its law enforcement personnel.
Notwithstanding the foregoing, it is understood that the University
will assume no expense or financial obligation of the Academy,
except as may be duly authorized by University officials.
APPROVAL OF ACQUISITION OF SIEG PROPERTY
The
following resolution was adopted:
- WHEREAS,
the Medical Center has determined it is cost-effective to purchase
the Sieg property on Route 250 West in Albemarle County; and
-
WHEREAS, the property supports current operations and has significant
potential for future expansion; and
- WHEREAS,
the 1995 General Assembly authorized the Medical Center to utilize
up to $2.0 million of hospital operating revenues to acquire the
property;
-
RESOLVED that the Executive Committee approve the acquisition
of the Sieg Property in the amount of $1,186,567.07; 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.
APPROVAL OF UNIVERSITY REPRESENTATIVE TO THE ART AND ARCHITECTURAL
REVIEW BOARD
The
following resolution was adopted:
- WHEREAS,
pursuant to Section 2.1-488.1 of the Code of Virginia, the Governor
appoints five citizen members to the Art and Architectural Review
Board; and
- WHEREAS,
the Code provides that one member be appointed from a list of
persons nominated by the governing board of the University of
Virginia;
- RESOLVED
that the Board of Visitors recommends to the Governor that the
following individuals be considered for appointment as citizen
members of the Art and Architectural Review Board: Mary Virginia
Hughes; Warren Turnbull Byrd, Jr.; and William H. Sherman.
APPROVAL OF CAPITAL LEASE FOR THE MEDICAL CENTER CHILD CARE FACILITY
The
following resolution was adopted:
-
WHEREAS, the Medical Center has determined that it is cost-effective
to close Blue Ridge Hospital and relocate its activities; and
-
WHEREAS, the 1998 General Assembly authorized the Medical Center
to utilize up to $2.4 million of hospital operating revenues to
construct, acquire, or lease a new child care facility to replace
the present facility at the Blue Ridge Hospital;
-
RESOLVED that the Executive Committee approves the acquisition
or lease for the new child care center consistent with the Appropriations
Act; and
-
RESOLVED FURTHER that the Executive Vice President and Chief Financial
Officer, with the concurrence of the Chair of the Finance Committee,
is authorized to execute any and all contracts and documents pertaining
to the capital lease of the aforementioned facility.
APPOINTMENT OF UNIVERSITY OF VIRGINIA REPRESENTATIVE TO THE BLUE
RIDGE HEALTH ALLIANCE BOARD
The
following resolution was adopted:
-
RESOLVED that William E. Carter be designated a University of
Virginia representative to the Board of the Blue Ridge Health
Alliance, to serve at the pleasure of the Board of Visitors.
APPROVAL TO PROVIDE ADDITIONAL FUNDS TO BLUE RIDGE HEALTH ALLIANCE,
INC.
The
following resolution was adopted:
-
WHEREAS, Blue Ridge Health Alliance, Inc. may require additional
capital to meet the 1998 and 1999 statutory net worth requirements
and operating costs;
-
RESOLVED by the Executive Committee of the Board of Visitors that,
in consultation with the Rector and chairs of the Health Affairs
and Finance Committees, the Executive Vice President and Chief
Financial Officer is authorized to invest in, or advance to, Blue
Ridge Health Alliance, Inc. an amount not to exceed $7.0 million;
provided, any such transfer of funds shall be reported to the
Board of Visitors at its next regular meeting.
APPROVAL OF SALARIES FOR PRESIDENT JOHN T. CASTEEN, III, AND CHANCELLOR
L. JAY LEMONS
The
following resolution was adopted:
-
RESOLVED by the Executive Committee of the Board of Visitors of
the University of Virginia that the 1998-99 salary recommendations
for the President of the University and the Chancellor of Clinch
Valley College, in accordance with the 1998 Appropriations Act,
be approved.
RESOLUTION ENDORSING GOVERNOR GILMORES TUITION ROLL BACK PROPOSAL
The
following resolution was adopted:
-
WHEREAS, affordability of higher education is a significant issue
of concern, around the nation, in higher education today; and
- WHEREAS,
based on findings of the Blue Ribbon Commission and in an effort
to make a college education more affordable for all Virginians,
Governor Jim Gilmore has proposed a 20% roll back of tuition and
fees at each of the Commonwealths public institutions of higher
education; and
-
WHEREAS, the Governors proposal would mean savings to each Virginia
resident student at the University of Virginia of $786 per year
(or $3,144 in the cost of obtaining a four year degree); and
- WHEREAS,
the Governors budget includes a general fund appropriation to
the University of Virginia of $6,741,000, to permit the reduction
of cost to students at the University without a loss of revenue
to the institution.
-
NOW THEREFORE BE IT RESOLVED that the Board of Visitors of the
University of Virginia endorse and support Governor Gilmores tuition
roll back proposal as an appropriate action to reduce tuition
and fees for the parents and students of Virginia.
APPROVAL OF SUMMARY OF AUDIT FINDINGS
The
following resolution was adopted:
-
RESOLVED that the Summary of Audit Findings for the period September
1, 1998 through December 31, 1998, as presented by the Director
of Audits, is approved as recommended by the Audit Committee.
APPOINTMENT OF NON-VOTING STUDENT MEMBER TO THE BOARD OF VISITORS
On
motion of Rector John P. Acklery, III, Chair of the Executive Committee,
the Board elected Mr. Robert Guyton Schoenvogel as the non-voting
student member of the Board of Visitors, for one year, effective
March 27, 1999.
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