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Meeting Information

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.