MINUTES OF A REGULAR MEETING OF THE BOARD OF VISITORS
OF VIRGINIA COMMONWEALTH UNIVERSITY
November 19, 1981
A regular meeting of the Board of Visitors of Virginia Commonwealth
University was held on Thursday, November 19, 1981, at 9:00 a.m. in the
University Meeting Center.
Present were Messrs. Balfour, Craigie, Grey, Ludeman and Smith; Drs. Butt,
Coleman, Gayle, Johnson and Nemuth; and Mesdames Bemiss, Fewell and Thalhimer.
Absent were Messrs. Cotten and Wyatt and Mrs. Whittemore. Also present were
Drs. Ackell, Hall, Salley, Sparks, Wilson and Woods; Messrs. Bruegman, Guerdon
and Ross; Miss Cosby and Mrs. Price.
Mr. Ludeman called the meeting to order and on motion made and seconded,
the following minutes were approved: a Special Meeting of the Hospital Committee,
held September 17, 1981; a Regular Meeting of the Board of Visitors, held
September 24, 1981; a Special Meeting of the Board of Visitors, held September
29, 1981; a Special Meeting of the Property Committee, held October 13, 1981; a
Special Meeting of the Student Affairs Committee, held October 15, 1981; a Special
Meeting of the Audit Committee, held November 2, 1981; and a Special Meeting of
the Property Committee, held November 5, 1981.
The Report of the President followed. Dr. Ackell reported on the following
items.
1. The President's Office has tickets for all home basketball games.
To obtain tickets to a particular home game, please call Meg
Price who will handle the request.
2. The Bylaws of the University Council were approved by the University
Assembly in early November. These Bylaws will be presented to the
Executive Committee of the Board in December and to the full Board
in January for approval.
3. The Rector has appointed an Ad Hoc Legislative Relations Committee
to assist the administration during this very important biennial
budget process. The committee consists of Mesdames Bemiss and
Thalhimer; Messrs. Balfour, Craigie, Ludeman and Smith (Chairman);
and Dr. Coleman.
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4. The University will again have a Holiday Intersession. In 1973 when
this program began, we had 18 students enrolled. Last year, we had
over 1,000 students in 30 courses.
Mr. Ludeman reported that he would like to compliment the administration on
the beautiful new University Meeting Center which the Board is using for the first
time. This facility will certainly be a plus to the University.
Mr. Guerdon presented the Contracts signed since the September Board meeting.
On motion made and seconded, the Contracts were ratified by the Board.
On motion made and seconded, the following Resolution was approved:
WHEREAS, James G. Guerdon, Vice President for Finance for
Virginia Commonwealth University, has executed certain documents
on behalf of Virginia Commonwealth University pursuant to which
the Chesapeake and Potomac Telephone Company of Virginia has been
granted an easement for telephone lines and related facilities
in various locations on the Academic Campus of the University in
areas bounded by Linden, Cherry, Main and Cary Streets; Harrison,
W. Cary, Beech Streets and Parkwood Avenue; and Cathedral Place,
Park Avenue and Shafer Street; and
WHEREAS, Mr. Guerdon's signature on the aforementioned documents
has been attested by Bruce Chase, Treasurer of the University; and
WHEREAS, the granting of the aforementioned easement has been
approved by the appropriate Commonwealth of Virginia officials,
including the designee of the Governor of Virginia; and
WHEREAS, the Board of Visitors of Virginia Commonwealth University
wishes to approve, ratify and confirm the actions of Mr. Guerdon and
Mr. Chase in executing, attesting and delivering the aforementioned
easement;
NOW THEREFORE, BE IT RESOLVED by the Board of Visitors of Virginia
Commonwealth University that the actions of the Vice President for
Finance and the Treasurer of the University in executing, attesting,
and delivering the easement to the Chesapeake and Potomac Telephone
Company of Virginia, be, and they hereby are, approved, ratified and
confirmed.
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Following a discussion, on motion made and seconded, the following
Resolution was approved:
WHEREAS, Virginia Commonwealth University has received the
necessary authorization and approval to proceed with the con-
struction of the capital construction project titled "Renovation:
Dormitories, Rhoads, Johnson, and Cabaniss" (the "Project");
WHEREAS, permanent financing of the Project will be achieved
through the issuance of revenue bonds in the amount of $2,999,465,
which will be issued upon the completion of the construction of
the Project; and
WHEREAS, it will be necessary to secure temporary and interim
financing for the construction of the Project;
THEREFORE, BE IT RESOLVED, by the Board of Visitors of Virginia
Commonwealth University, that the Vice President for Finance be and
is hereby authorized to secure an interim loan in an amount not to
exceed $2,999,465 from the Treasurer of the Commonwealth of Virginia
to finance the construction of the Project, such loan to be repaid
from the proceeds of the revenue bonds which shall be issued upon
the completion of construction of the Project.
Mr. Balfour reported for the Academic Policy Committee which had met to con-
sider several items including proposals to change the names of the Division of
Cardiovascular Diseases to the Division of Cardiology; the Department of Micro-
biology to the Department of Microbiology and Immunology; and the Department of
Pharmacology to the Department of Pharmacology and Toxicology. On motion made
and seconded, the proposals to change the names to the Division of Cardiology
and the Department of Microbiology and Immunology were approved. The proposal
to change the name to the Department of Pharmacology and Toxicology was deferred
for further study. Mr. Balfour also reported that the Committee had reviewed
a proposal that would allow the administration to proceed with planning and dis-
cussions with the State Council of Higher Education on a graduate engineering
program. On motion made and seconded, the Board approved the administration's
request to proceed with the graduate engineering program. Mr. Balfour stated
that the Committee had received an informational report from Dr. Wayne Hall on
the new Promotion and Tenure Policies and Procedures. A discussion was held
by the Committee as to whether or not the Academic Policy Committee should act
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on tenure and tenure appeal decisions or whether they should be sent to the
full Board for action. Mr. Ross had been requested to draft a procedural
policy for the Board to use in reviewing tenure cases.
Mr. Grey reported for the Hospital Committee, and he stated that the hospital
operations are in good shape. Mr. Grey stated that the average length of stay
has been reduced by 5.6 percent. The number of R.N. positions are down 4.1
percent but the LPN positions are up by 11.2 percent. Construction on the new
hospital is progressing and we hope to occupy the new structure by the summer of
1982. On motion made and seconded, the Report of the Hospital Committee was
accepted.
Mrs. Bemiss reported on behalf of the Property Committee. She stated that
at its October meeting the Committee reviewed the quarterly update on all projects
at the University. At the first November meeting, the Committee approved the
working drawings for the Low-Rise dormitory and, as guidelines only, approved the
landscaping plans for the Putney House and Shafer Court. On motion made and
seconded, the Board accepted the recommendations of the Property Committee with
regard to the working drawings for the Low-Rise Dormitory and the Landscaping
Plans for the Putney House and Shafer Court.
Dr. Gayle reported for the Student Affairs Committee. He indicated that
seven members of the Board attended their October 15 meeting. Members from both
student governments were present to interact with members of the Board. Mr.
Ludeman reported that he left this particular meeting with the feeling that
students have good access to the administration and that the administration is
responsive to the students' needs.
The Ad Hoc Legislative Relations Committee, Mr. Smith reported, met for the
first time in early November. He stated that this committee was established at
the request of the Rector to help the administration during this very difficult
budget cycle. At its first meeting, the Committee made various assignments for
key meetings with the Director of the Council of Higher Education, the Secretary
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of Education, the Secretary of Administration and Finance, the Governor, the
Governor-Elect, and members of the General Assembly. On December 1, the
Committee will be hosting a luncheon for the Richmond-area delegation of the
General Assembly. Mr. Smith also pointed out that we need to get our alumni
more involved. The administration will be working to identify alumni who can
assist the University with members of the General Assembly. Mr. Ludeman reported
that it is obvious that there are inequities in VCU's budget for the upcoming
biennium, and he indicated that all the Board and administration are seeking
is equity in the budget process. Mr. Ludeman continued that the General Assembly
will have a tough job during this upcoming session.
Mr. Ludeman reported that, at its meeting, the Executive Committee had
reviewed the Financial Management Manual for Institutions of Higher Education
which was prepared by the State Comptroller's office. Mr. Guerdon will be
presenting to the Executive Committee more detailed data on the Manual at its
December meeting.
Mr. Ludeman stated that at the Wednesday evening session of the Board, Mr.
Bruegman had presented the Management Briefing Notebook. He indicated that this
book contained a wealth of information, and he hoped this notebook and briefing
would be presented to the Board on an annual basis.
Mr. Ludeman reported that the Council of Higher Education had prepared five
issue papers some of which contain statements that appear to impinge upon the
responsibilities of the Boards of Visitors of State universities. It is his
understanding that these issue papers had been discussed at a two-day retreat
in Williamsburg with the presidents of the State colleges and universities and
the State Council staff. However, the Council staff is now proposing to take
the issue papers to the State Council for approval in December. Mr. Ludeman
stated that he felt it was inappropriate for the Council to act upon these issue
papers without having input from the various members of the Boards of Visitors.
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He indicated that there are two basic issues: what should the Board's respon-
sibility be and how can we be assured of sufficient time for the Board to
review and respond to the Council staff before the Council acts upon them?
Mr. Ludeman also reported that these issues had been discussed by the Executive
Committee of the Council of Visitors. Following a discussion, on motion made,
seconded and approved, the Board requested the Rector to contact the appropriate
officials at the Council of Higher Education and request that that Council delay
action on the issue papers until the Boards of Visitors have had an opportunity
to review and respond to the issue papers.
Mrs. Thalhimer reported for the Audit Committee which had met with represen-
tatives of the Auditor of Public Account's office. The Committee examined the
Internal Auditor's report and it was accepted. The Auditor of Public Accounts
cited no major area of concern on the hospital's financial statements. Mrs.
Thalhimer submitted the following report:
I. The Audit Committee accepted the report of the University's Director
of Internal Audit as shown in the Board Book.
II. Investigations Procedures:
Upon notification of areas where assets have or thought to
have been lost through defalcation or other security breaches in the
financial or operating systems of the University, the Director of
Internal Audit will notify the University's President, appropriate
Vice President, Legal Counsel, and the Director of Public Safety of
the potential loss. The Director of Internal Audit will also nofity
the Chairman of the Audit Committee of this potential loss.
At the completion of the Internal Audit Department's tests
of the financial and operating procedures, a complete report will be
prepared for the President of the University and the Audit Committee
of the Board of Visitors.
When information comes to the attention of the Internal
Audit Department which indicates that a criminal act may have occurred,
the following guidelines will be followed:
(1) When information comes to the Internal
Audit Department's attention that would
indicate that a criminal act has, in
fact, occurred, this information will
be referred to the University's Director
of Public Safety for his handling. The
University's Director of Public Safety
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will refer all such matters to the
State Attorney General's office or
to the local Commonwealth Attorney
depending on the nature of the problem.
(2) When information comes to the Internal
Audit Department's attention that would
indicate the possibility that a criminal
act may have occurred, the Internal Audit
Department will consult the University's
Legal Advisor as to the legal status of
such an act.
(a) If the Legal Advisor believes
that such an act has, in fact,
been criminal in nature, the
Internal Audit Department will
refer this information to the
University's Director of Public
Safety for his handling.
(b) If the Legal Advisor believes
that such an act has not been
criminal in nature, the Internal
Audit Department will review the
act with the University's Director
of Public Safety and inform him
of the Legal Advisor's opinion.
The Director of Public Safety may
request that additional work be
performed to satisfy any area of
his concern.
III The Auditor of Public Accounts has issued their Report on the examination
of the Medical College of Virginia Hospital's financial statements for the
year ended June 30, 1981. The Audit Committee has acknowledged receipt
of this report.
The APA stated that there were no areas of major concern that could delay
issuance of their Report on the examination of the University's financial
statements for the year ended June 30, 1981. The APA hopes to complete
their examination by the first of December.
The APA stated that they encountered no problems in audit scope and had
received the full cooperation of all Hospital and University employees.
The traditional Letter to Management for MCVH will be issued at a later
time in conjunction with the University's Letter to Management.
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On motion made, seconded, and approved, the Board went into Executive Session
to discuss certain personnel matters involving the performance of identifiable
employees or faculty of VCU, and to discuss pending litigation with its attorney,
and to discuss the condition, acquisition or use of real property and to protect
the privacy of individuals in personal matters not related to public business,
and to discuss matters relating to gifts, bequests, and fund-raising activities
as authorized by Sections 2.1 - 344 a(1), a(2), a(3), a(6), a(7), and a(8) of
the Virginia Freedom of Information Act.
Following the Executive Session, on motion made and seconded, the reports
of the Legal Advisor, the faculty appointments and changes in status, the report
of gifts, the report of the Audit Committee and the report of the Property Comm-
ittee were accepted by the Board.
On motion made and seconded, the Board approved the revised program of
North Hospital on the MCV Campus.
On motion made and seconded, the Board approved the appointment of Dr. Lauren
A. Woods as Vice President for Health Sciences effective immediately with one
abstention.
The meeting was adjourned at 12:15 p.m.
Harold I. Nemuth, M.D., Secretary
Approved:
Douglas H. Ludeman, Rector
