A REGULAR MEETING OF THE BOARD OF VISITORS
OF VIRGINIA COMMONWEALTH UNIVERSITY
July 15, 1982
A Regular Meeting of the Board of Visitors of Virginia Commonwealth
University was held on Thursday, July 15, 1982, at 9:00 a.m. in the
University Meeting Center.
Present were Messrs. Balfour, Craigie, Ludeman, Morris, Reynolds,
Smith and Wyatt; Drs. Coleman, Gayle, and Nemuth; and Mesdames Bemiss,
Thalhimer, and Whittemore. Absent were Messrs. Cotten and Grey and Dr.
Butt. Also present were Drs. Ackell, Andrako, Fleshood, Salley,
Sparks, and Wilson; Messrs. Bruegman, Guerdon, Ross and Ware; and Mes-
dames Price and Williams. Mr. Ludeman called the meeting to order and
welcomed Messrs. Philip Morris and William Reynolds, to the Board.
Letters of appreciation for service on the Board will be sent to Mrs.
Fewell and Dr. Johnson.
On motion made and seconded, the Minutes of a Special Meeting of the
Executive Committee, held April 20, 1982; a Special Meeting of the
Executive Committee, held May 19, 1982; a Regular Meeting of the Board
of Visitors, held May 20, 1982, were approved.
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The Report of the President followed. Dr. Ackell reported on the
following items:
1. The Governor has requested that institutions and agencies
prepare a plan for reverting 5% of their general fund appropriation.
VCU's reversion is estimated to be $3.5 million. The hospital will be
exempt. We are in the process of preparing a memorandum of understand-
ing to submit to the Governor's office by August 5. Prior to its
submission, a draft will be discussed with the Executive Committee.
Dr. Ackell stated that he has continued the employment freeze at the
University. All classified positions must be approved by the appropri-
ate vice president and all faculty positions must be approved by the
President.
2. Dr. Ackell stated that all of the college and university pres-
idents had a good meeting with the Governor and the Secretary of Educa-
tion at VCU last week to exchange ideas and thoughts.
3. Dr. Ackell reported that there were a number of important
upcoming dates:
July 17 - Meeting of the Rectors and Presidents
of all colleges and universities with the Governor.
July 29 - Attorney General's Conference on Law at the
John Marshall Hotel. All members of the Board have been
invited to attend this conference.
August 31 - The new Performing Arts Center will be dedi-
cated at 11 a.m. Dr. John Casteen, Secretary of Educa-
tion, will be the dedication speaker.
October 21 - The first University Convocation will be
held on October 21 at 4 p.m. in the Performing Arts Cen-
ter. This is the first effort by the University to rec-
ognize the efforts of faculty for teaching, service and
research.
October 3 - The Vienna Symphony will be making their
premiere performance in the United States in a decade on
October 3 at 8 p.m. in the new Performing Arts Center.
All members of the Board should be receiving a letter
from the President inviting them to purchase tickets for
this event.
4. Dr. Ackell reported that he had attended a number of important
meetings recently. One of these, the Southern Growth Policies Board
meeting in North Carolina, included Governors and college and universi-
ty presidents. The discussion centered around cooperative ventures
between universities and private industry. Twenty college and univer-
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sity presidents of institutions in the National Association of State
Universities and Land-Grant Colleges met in Washington, D. C. to dis-
cuss problems involving urban universities.
5. Dr. Ackell stated that the Commissioner of Mental Health and
Mental Retardation had met with him to discuss having some of VCU's
people look at the management at some of that agency's health care
facilities. Dr. Bob Wood, of our School of Business will be coordinat-
ing this effort.
6. Our grant and contract awards total $28.8 million for this
fiscal year. This is up 1/10th of one percent over 1981.
Mr. Ludeman reported that at its last meeting, the Board approved a
resolution authorizing the sale of $37.4 million in bonds for construc-
tion and renovation at the University's hospital facility. The Treasu-
ry Board met several weeks ago and expressed concern over the level of
interest rates and the uncertainty of the bond market. The Treasury
Board will not plan to recommend to the Governor that we sell the bonds
at this time. Discussions are underway with State officials concerning
the possible financing of this project by means of a treasury loan.
There is no question on the part of the Treasury Board about the con-
struction program, only the timing of the bond issue is being ques-
tioned. Following a discussion, on motion made and seconded, the
following resolutions were approved with Mr. Craigie abstaining:
WHEREAS, on June 17, 1982, the Board of Visitors (the "Board") of
Virginia Commonwealth University (the "University"), pursuant to
the provisions of Sections 2.06(B), 2.08 and 10.01 of that certain
resolution adopted by the Board on September 30, 1977, authorizing
the issuance of revenue bonds of the University, duly adopted a
resolution (the "Supplemental Resolution") authorizing the issuance
of $37,400,000 Virginia Commonwealth University, Medical College of
Virginia Hospital Revenue Bonds, Series B (the "Series B Bonds")
for the purpose of paying, together with any other available funds,
certain costs of the Second Phase Project (as defined in the Sup-
plemental Resolution) and reimbursing the State Treasury for
advances made to the University in connection with its acquisition
of the former land and building of Richmond Eye Hospital (colle-
ctively referred to herein as the "Program"); and
WHEREAS, the Board had determined that it is advisable to provide
for the interim financing of the Program through the issuance of
bond anticipation notes of the University; now, therefore,
BE IT RESOLVED by the Board of Visitors of Virginia Commonwealth
University:
Section 1. In anticipation of the receipt of the proceeds of the
sale of the Series B Bonds, the issuance of not exceeding
$30,000,000 Virginia Commonwealth University Medical College of
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Virginia Hospital Revenue Bond Anticipation Notes (the "Notes") is
hereby authorized for the purpose of financing all or any part of
the Program. The Notes shall be issued at one time or from time to
time, shall be dated, shall be stated to mature at such time or
times (not exceeding three years from their respective dates),
shall have such redemption provisions, shall be in such form and
shall bear interest at such rate or rates (not to exceed 11% per
annum), payable at such time or times, all as shall be determined
by resolution of the Executive Committee of the Board.
Section 2. The proceeds of the Notes shall be applied in such
manner as shall be fixed by resolution of the Executive Committee
of the Board.
Section 3. The Executive Committee of the Board is hereby
authorized to approve, on behalf of the Board, the award from time
to time of all or any part of the Notes by the Treasury Board;
provided, however, that the coupon rate shall not exceed 11% per
annum and the Underwriters' discount shall not exceed 2% of the
face amount of the Notes. The Executive Committee may authorize the
Rector to execute and deliver, on behalf of the Board, any bond
purchase agreement covering the sale of all or any part of the
Notes, such execution and delivery to be conclusive evidence of the
approval and authorization thereof by the Board of Visitors. The
Executive Committee is also authorized to approve any Preliminary
Official Statement and Official Statement with respect to the
Notes.
Section 4. This resolution shall take effect immediately upon
its passage.
and
WHEREAS, Virginia Commonwealth University has been authorized to
construct and equip a three-story addition to the existing Supply
and Distribution Center and addition to and the renovation of the
existing facility known as North Hospital (collectively called
"Phase II of the Project");
WHEREAS, permanent financing of the Phase II of the Project is
expected to be achieved through the issuance of revenue bonds pur-
suant to a Supplemental Resolution of the Board of Visitors of
Virginia Commonwealth University adopted at a special meeting of
the Board of Visitors on June 17, 1982;
WHEREAS, it will be necessary to secure temporary and interim
financing to proceed with Phase II of the Project until such reve-
nue bonds are issued;
THEREFORE, BE IT RESOLVED, by the Board of Visitors of Virginia
Commonwealth University, that the Executive Committee of the Board
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of Visitors be and is hereby authorized to approve an interim loan
in an amount not to exceed $10,346,500 from the Treasurer of the
Commonwealth of Virginia to (1) finance the construction and equip-
ping of the three-story addition to the existing Supply and Distri-
bution Building and (2) the pre-construction costs of the addition
to and renovations of the existing North Hospital, such temporary
and interim loan to be repaid from the proceeds of the revenue
bonds, or any other source of permanent financing to be subsequent-
ly arranged, at the time that such revenue bonds are issued or
permanent financing arrangements determined.
Mr. Ludeman presented the proposed changes to the Bylaws of the
Board of Visitors. The major changes being proposed include expanding
the Executive Committee to ten members with a quorum being five members
of the Committee. The second major change is adding the Advancement
Committee to develop legislative strategies and fund-raising policies.
Mr. Ludeman noted that there were also some other minor housekeeping-
type changes. Following a discussion, on motion made and seconded, the
Bylaws were approved to be effective immediately.
Mr. Guerdon presented the Report of Contracts signed since the May
Board of Visitors meeting. Following a discussion, on motion made and
seconded, the contracts presented were ratified.
Mr. Balfour stated that the Academic Policy Committee had not met
and had no report at this time.
Mrs. Thalhimer reported for the Audit Committee. She indicated
that the Committee is impressed with the Acting Director of Internal
Audit, Mrs. Sandra Gordon. Mrs. Thalhimer also stated that the Commit-
tee had received the follow up on a number of audit reports. The
Report of the Audit Committee was accepted and the Minutes of a Meeting
of the Audit Committee, held June 15, 1982, were approved.
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Mr. Ludeman stated that the Executive Committee did not have a
report to make at this time.
Dr. Gayle reported that the Hospital Committee had met on June 10.
The Committee reviewed the MCVH Mission Statement which is still in
draft form and will be reviewed again. The Committee also approved
privileges and reviewed the financial condition of the hospital. The
Report of the Hospital Committee was accepted and the Minutes of a
Meeting of the Hospital Committee, held June 10, 1982, were approved.
Mrs. Bemiss reported that the Property Committee had met on June 8
and July 6. The Committee approved the Preliminaries for Phase III of
the Life Sciences Building, preliminaries for renovation of three
floors in Founders Hall and the purchase of a research computer on the
MCV Campus. The Committee also discussed the role of the University
regarding fraternity housing. A policy statement will be reviewed by
the Committee in the near future. The Building Naming Policy was also
reviewed by the Committee and will be discussed in further detail at
another meeting of the Property Committee. The Committee also received
information on the University's maintenance and housekeeping program.
Mrs. Bemiss stated that the balance of her report would be presented in
executive session. The Report of the Property Committee was accepted
and the Minutes of Meetings of the Property Committee, held June 8 and
July 6, were approved.
July 1 to discuss student representation to the Board. The Committee
approved having two student representatives, one from each campus.
Dr. Gayle reported that the Student Affairs Committee had met on
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Ackell stated that the administration's recommendation is that we have
only one student. He continued that student policy issues are the same
on both campuses and that we are one University. It was stressed that
the student representative would be a nonvoting representative and
would not be allowed to attend executive sessions. Mr. Ludeman stated
that he would like to have the Executive Committee discuss this issue
and make a recommendation to the Board at its September meeting. The
Report of the Student Affairs Committee was accepted and the Minutes of
a Meeting of the Student Affairs Committee, held July 1, 1982, were
approved.
On motion made and seconded, the Board went into Executive Session
to discuss certain personnel matters involving the performance of iden-
tifiable 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 relating to public business, and to discuss matters relat-
ing to gifts, bequests, and fund-raising activities as authorized by
Sections 2.1 - 344 a(1), a(2), a(3), a(6), and a(8) of the Virginia
Freedom of Information Act.
Following executive session, on motion made and seconded, the Board
accepted the Report of the Legal Advisor, approved the corrections to
the Continuing Faculty Lists Submitted in May, 1982, approved the Fac-
ulty Appointments and Changes in Status, approved the Renewal of Hospi-
tal Privileges as corrected, approved the Report of Clinical Faculty,
accepted the Report of Gifts, approved the actions of the Property
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Committee, including the demolition of 912-914 Park Avenue, and accept-
ed the report of the Presidential Evaluation Committee.
Mrs. Bemiss reported for the Nominating Committee. This committee
recommends that the Vice Rector, Secretary and chairmen of the commit-
tees serve no longer than three years. She also noted that the Vice
Rector does not automatically assume the Rectorship. The Committee
also recommended that the Executive Committee be expanded. The follow-
ing slate of officers were proposed: Rector - Mr. Douglas H. Ludeman;
Vice Rector - Mr. W. Roy Smith; Secretary - Dr. Harold I. Nemuth; Exec-
utive Committee - Mr. Daniel T. Balfour, Mrs. FitzGerald Bemiss, Dr.
Custis L. Coleman, Mr. F. Willson Craigie, Jr., Dr. Sigsby W. Gayle,
Mr. Robert J. Grey, and Mrs. Charles G. Thalhimer. On motion made,
seconded, and approved the nominations were closed. On motion made and
seconded, the slate of officers and members of the Executive Committee
Committee follow up on their recommendations to set the length of the
term of office for officers and committee chairmen and make a formal
report to the Board.
were approved as submitted. Mr. Ludeman requested that the Nominating
The meeting was adjourned at 12:25 p.m.
Approved:
