MINUTES OF A MEETING OF THE BOARD OF VISITORS
OF VIRGINIA COMMONWEALTH UNIVERSITY
March 23, 1983
A regular meeting of the Board of Visitors of Virginia Commonwealth
University was held on Wednesday, March 23, 1983, at 9:00 a.m. in the
University Meeting Center.
Present were Messrs. Balfour, Craigie, Ludeman and Wyatt; Drs.
Butt, Coleman, Gayle and Nemuth; and Mesdames Bemiss, Thalhimer and
Whittemore. Absent were Messrs. Cotten, Grey, Morris, Reynolds and
Smith. Also present were Drs. Ackell, Hall, Salley, Sparks, and Woods;
Messrs. Bruegman, Guerdon, Ross and Ware; and Mrs. Price. Mr. Ludeman
called the meeting to order. On motion made, seconded and approved,
the Board convened into executive session to discuss pending litigation
with its attorneys as authorized by Section 2.1-344 a(l) of the Virgin-
ia Freedom of Information Act. Mrs. Whittemore was not present during
this discussion.
Following executive session, the Board reported that no actions had
been taken. Mrs. Whittemore reported that while her firm was not
directly involved in the aforementioned litigation, they had been con-
tacted by one of the parties involved about the possibility of serving
as their counsel. Therefore, she will not participate in any of the
discussion regarding this litigation.
Mr. Ludeman reported that since Mr. Craigie could not stay for the
remainder of the meeting he would report for the Advancement Committee
at this time. Mr. Craigie reported that the Advancement Committee had
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met on March 15, 1983, and recommended to the Board that a consultant
be retained to update the report prepared by Brakeley, John Price
Jones, Inc., entitled, "A Study of the Potential of Virginia Common-
wealth University to Raise Funds for Some Capital Needs." On motion
made and seconded, the Board approved an updated study of this report.
On motion made and seconded, the Minutes of a Regular Meeting of
the Board of Visitors, held January 20, 1983, were approved.
The Report of the President followed. Dr. Ackell reported on the
following items:
1. Dr. Ackell stated that in early January he attended a luncheon
sponsored by the City of Richmond honoring the Dean and faculty in
our School of the Arts. Members of the Interior Design faculty
participated in the planning of several projects in the City
schools. This is another example of our close interaction with the
community.
2. Dr. Ackell reported that he recently attended a Presidential Collo-
quium sponsored by the American Council on Education. This was a
group of 52 presidents from large public universities, private
colleges and community colleges. The major purpose of this program
is to allow for an exchange of information and ideas. Dr. Ackell
stated that talks were given on academic retrenchment, tenure,
tenure review policies, early retirement and other timely topics.
It is obvious we are ahead of what other colleges and universities
are doing and that we have an excellent staff.
3. On Sunday, April 10 and Monday, April 11, the Annual Council of
Visitors meeting will be held at Longwood College in Farmville.
4. The Self-Study which is required for accreditation by the Southern
Association of Colleges and Schools is underway. Dr. Ackell stated
that our accreditation team will make its site visit the week of
April 1, 1984. Dr. Ackell encouraged members of the Board to note
this date on their calendars since members of the visitation team
may want to meet with members of the Board. Dr. Ackell reported
that Dr. Howard L. Sparks is serving as Chairman of the Self-Study
Steering Committee and Mrs. Elaine Z. Rothenberg is serving as
Director of the Self Study.
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Dr. Ackell introduced Dr. Sparks who reported that the unit and
school reports have been prepared and are being reviewed by the
various standard committees. Once the standard committees report,
the final document will be prepared which will be reviewed by the
Board.
Dr. Ackell reported he has been asked to serve as a member of the
Emory University accreditation team and will be in Atlanta the week
of April 25th. His primary responsibility as a member of this team
would be to review their health sciences programs.
5. Dr. Ackell stated that Dr. Melvin Urofsky, Professor of History at
VCU, served as Co-Chairman of the "New Deal Fifty Years After: An
Historical Assessment," held at the Lyndon Baines Johnson Presiden-
tial Library in Austin, Texas. VCU was listed not only on the
program, but also on the conference poster, the program for the
entertainment and all publicity. The conference was a great suc-
cess and will be televised over one of the educational cable sta-
tions. Governor Robb was present for the closing activities and
aware of VCU's participation in the conference.
6. Dr. Ackell reported that during February, revitalization plans were
announced for Shockoe Bottom, the second in a series of studies to
analyze urban areas and evaluate their potential. This project was
initially made possible through a gift by a private donor to the
University. Plans and designs for revitalization areas are devel-
oped by the Richmond Revitalization Program in partnership with the
City government and practitioners in the area. VCU's Center for
Public Affairs and School of Community and Public Affairs are very
active in this program. Dr. Ackell stated that copies of the final
report are available if Board members would like a copy to review.
7. Dr. Ackell stated that the Prague String Quartet performed at the
University's new Performing Arts Center during the second week of
March. Their performance was outstanding. Following the concert,
the first violinist stated to Dr. Koehler, Chairman of the Music
Department, that our new concert hall was the finest performing
hall in which the Quartet has performed in this country. In addi-
tion, he stated that the Quartet would rate our hall as one of the
three best in the world. Dr. Ackell stated that this was a fine
compliment coming from such an outstanding group.
8. Dr. Ackell reported the Cancer Center Dedication was a nice event.
A number of dignitaries were present for the ribbon cutting ceremo-
ny including Governor Robb. The keynote address was given by Dr.
Vincent DeVita, Director of the National Cancer Institute. Dr.
Ackell stated that the new facility is a fine addition to our medi-
cal center.
9. Dr. Ackell commented that during the week of spring break, the
University held its annual Service Awards Program honoring faculty
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and staff for their years of service to the institution. At the
banquet, 175 people were honored for 20 or more years of service
and over 450 meals were served -- 100 more than any previous year.
10. Dr. Ackell reported the entire University community is proud of the
accomplishments of our men's basketball team, the coaching staff
and the athletic staff. They have done an excellent job represent-
ing the University during the past several months. While we were
all disappointed at the tough loss to UAB in the Sunbelt Tournament
and to Georgia in the NCAA, this team has accomplished so many
things this year that many people did not believe possible. We
have a solid foundation to build on and to be successful in our
recruiting efforts.
11. Dr. Ackell stated that we have just been notified that the Univer-
sity's proposal to institute an Army ROTC Program was one of only
fifteen in the country to be approved. We will plan to implement
this proposal in the Fall of 1983.
Mr. Guerdon presented the Report of the Contracts Signed Since the
January Board of Visitors' meeting. Following a review of the Con-
tracts, on motion made and seconded, the Contracts were ratified.
Mr. Guerdon presented a Resolution authorizing the University to
secure an interim loan for the financing of the Student Commons Build-
ing. On motion made and seconded, the following Resolution was
approved:
WHEREAS, Virginia Commonwealth University is proceeding with the
construction of the capital construction project titled "Student
Commons Building" (the "Project"); and
WHEREAS, permanent financing of the Project will be achieved
through the issuance of revenue bonds, which will be issued upon
the completion of the construction of the Project; and
WHEREAS, the Board of Visitors of Virginia Commonwealth University
at its regular meeting of September 29, 1979, adopted a resolution
authorizing the Vice President for Finance to secure an interim
loan in the amount not to exceed $5,862,800; and
WHEREAS, the scope of the project has been previously increased and
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the revised project approved by the Board of Visitors of Virginia
Commonwealth University at its regular meeting of September 24,
1981;
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 additional interim loan in an
amount not to exceed $526,280 from the Treasurer of the Common-
wealth of Virginia to complete the financing of the construction of
the Project, such loan to be repaid from the proceeds of the reve-
nue bonds which shall be issued upon the completion of the con-
struction of the project.
Mr. Guerdon presented a Resolution regarding the issuance of bonds
for the Low-Rise Dormitory, Phase II. On motion made and seconded, the
following Resolution was approved:
WHEREAS, pursuant to the provision of the Commonwealth of Virginia
Higher Educational Institutions Bond Act of 1983, which Act has
been enacted by the General Assembly of Virginia of 1983, the Trea-
sury Board of the Commonwealth of Virginia (the "Treasury Board")
was authorized, by and with the consent of the Governor, to sell
and issue bonds of the Commonwealth of Virginia in an aggregate
principal amount not exceeding $52,864,000 (the "Bonds") for the
purpose of providing funds, with any other available funds, for
paying the cost of acquiring, constructing, and equipping revenue
producing capital projects, including the enlarging and improving
thereof, at institutions of higher learning of the Commonwealth,
all in accordance with the provisions of Section 9(c) of Article X
of the Constitution of Virginia;
WHEREAS, said revenue producing capital projects include a student
dormitory known as the Low-Rise Dormitory, Phase II, for approxi-
mately 372 students at Virginia Commonwealth University (the "Pro-
ject") at a cost not to exceed $5,474,000; and
WHEREAS, the Treasury Board proposes to sell to the United Stated
Department of Education ("ED") a portion of the Bonds in the prin-
cipal amount of $4,050,000 designated "Higher Educational Institu-
tions Bonds, 1983 Series C" (the "1983 Series C Bonds"), for the
purpose of financing a portion of the cost of the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS OF VIRGINIA
COMMONWEALTH UNIVERSITY:
Section 1. The Board of Visitors of Virginia Commonwealth University (the "Board") (a) covenants to fix, revise, charge, and col-
lect rentals, fees and charges (including, without limitation,
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those for room and board) for or in connection with the use, occu-
pation, or services of the Project, and (b) pledges said rentals,
fees and charges and all other income and revenue arising from the
ownership or operation of the Project to the payment of the princi-
pal of and interest on the 1983 Series C Bonds; provided that the
current expenses of operating the Project (the "Current Expenses")
shall be a first charge on such rentals, fees and charges. The
Board further covenants that such rentals, fees and charges will be
fixed, revised, charged and collected so that the net revenues from
the Project, after payment of Current Expenses, will at all time be
sufficient to pay the principal of and interest on the 1983 Series
C Bonds as the same become due and to deposit $40,500 annually to a
repair and replacement reserve account for the Project (the
"Reserve Account") until the same shall be maintained at a level of
$405,000, such account to be maintained by the University within a
local Auxiliary Enterprise Fund. Any such revenues in excess of
the amounts required for the payment of Current Expenses, the pay-
ments of principal of and interest on the 1983 Series C Bonds when
due and the annual deposits to the Reserve Account may be used by
the University for any other proper purpose. The Board further
covenants that no additional debt obligations shall be secured by a
parity lien on the revenues of the Project pledged hereby to the
payment of the principal of and interest on the 1983 Series C
Bonds, except financing in an amount not to exceed $1,424,000 for
additional construction costs of, and the furnishings and movable
equipment to be installed in, the Project, and except financing for
any revenue producing expansion or addition to the Project.
Section 2. The Board hereby authorizes and empowers the appropri-
ate officers of the University, for and on its behalf, to execute
the Loan Agreement dated as of March 1, 1983 among the Treasury
Board, the University and ED in substantially the form presented to
this meeting (the "Loan Agreement"), with such changes, additions
or deletions as the officer or officers executing the Loan Agree-
ment may deem appropriate and not inconsistent with the purpose of
these resolutions, such changes, additions, or deletions to be
conclusively presumed to have been made in accordance with these
resolutions upon execution of the Loan Agreement by such officer or
officers, and to take such further action as may be necessary or
desirable to carry out the intent and purposes of these resolutions
and the Loan Agreement, the operation of the Project, and the con-
summation of the sale of the 1983 Series C Bonds to ED.
Section 3. The 1983 Series C Bonds shall be in the principal
amount of $4,050,000 payable over 30 years, shall bear interest at
3% per annum, and shall otherwise be dated, issued in such
denomination(s) and form and payable in such installments as shall
be agreed to by the Treasury Board and ED (consistent with the
feasibility estimates referred to in Section 4 hereof) to all of
which the Board hereby consents.
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Section 4. It is hereby found, determined and declared that, based
upon responsible engineering and economic estimates and advice of
appropriate officials of the University, as shown on Exhibit A
hereto, the anticipated net revenues of the Project pledged above,
together with construction period interest, if any, included in the
proceeds of the 1983 Series C Bonds, will be sufficient to pay
Current Expenses, the principal of and interest on the 1983 Series
C Bonds and the required deposits to the Reserve Account as and
when they become due.
Section 5. The Board covenants that so long as the 1983 Series C
Bonds are outstanding the University will pay to the Treasurer of
Virginia not less than 30 days before each interest or principal
and interest payment date the amount certified by the Treasurer of
Virginia to be due and payable on such date for the payment of the
principal of and interest on the 1983 Series C Bonds.
Section 6. The Board covenants that the University will pay from
time to time all expenses incurred in connection with the sale and
issuance of the 1983 Series C Bonds and all expenses thereafter
incurred in connection with the payment of the principal of and
interest on the 1983 Series C Bonds all as certified by the Trea-
surer of Virginia to the University.
On motion made and seconded, the following Resolution was approved:
WHEREAS, pursuant to the provisions of the Commonwealth of Virginia
Higher Educational Institutions Bond Act of 1983, which Acts have
been enacted by the General Assembly of Virginia of 1983, the Trea-
sury Board was authorized, by and with the consent of the Governor,
to sell and issue bonds of the Commonwealth of Virginia in an
aggregate principal amount not exceeding $92,418,000 for the pur-
pose of providing funds, with any other available funds, for paying
the cost of acquiring, constructing, and equipping revenue produc-
ing capital projects, including the enlarging and improving there-
of, at institutions of higher learning of the Commonwealth, all in
accordance with the provisions of Section 9(c) of Article X of the
Constitution of Virginia; and
WHEREAS, said revenue producing capital projects include the Medi-
cal College of Virginia Gymnasium (the "MCV Gymnasium Project") and
a Parking Deck (the "Parking Deck Project") (collectively, the
"Projects`), for Virginia Commonwealth University (the "Universi-
ty") at a cost now estimated to be $850,000 and $4,600,000, respec-
tively; and
WHEREAS, the Treasury Board proposes to sell a portion of the above
bonds to be designated "Higher Educational Institutions Bonds, 1983
Series D" (the "Bonds"), which will include an amount equal to
$5,450,000 for the purpose of financing the cost of the Projects;
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS OF VIRGINIA
COMMONWEALTH UNIVERSITY:
Section 1. The Board of Visitors of Virginia Commonwealth University (the "Board") (a) covenants to fix, revise, charge and collect
student University fees for or in connection with the MCV Gymnasium
Project, and (b) pledges said fees to the payment of the principal
of, premium, if any, and interest on that portion of the Bonds
issued to finance the MCV Gymnasium Project; provided that the
current expenses of operating the MCV Gymnasium Project (the "MCV
Gymnasium Current Expenses") shall be a first charge on such fees.
The Board further convenants that such fees will be fixed, revised,
charged and collected so that the net revenues from or for the use
or otherwise received on behalf of the MCV Gymnasium Project, after
payment of the MCV Gymnasium Current Expenses, will at all times be
sufficient to pay the principal of, premium, if any, and interest
on that portion of the Bonds issued to finance the MCV Gymnasium
Project as and when the same become due. Any such revenues in
excess of the amounts required for the payment of the MCV Gymnasium
Current Expenses and the payment of the principal of, premium, if
any, and interest on that portion of the Bonds issued to finance
the MCV Gymnasium Project may be used by the University for any
other proper purpose.
Section 2. It is hereby found, determined, and declared that,
based upon responsible engineering and economic estimates and
advice of appropriate officials of the University as shown on
Exhibit A hereto., the anticipated net revenues received from or on
behalf of the MCV Gymnasium Project pledged above will be suffi-
cient to pay the MCV Gymnasium Current Expenses and the principal
of, premium, if any, and interest on that portion of the Bonds
issued to finance the MCV Gymnasium Project, as the same become due,
so long as the average interest rate on the Bonds does not exceed
9.5% per annum.
Section 3. The Board (a) convenants to fix, revise, charge and
collect parking fees for or in connection with the Parking Deck
Project, and (b) pledges said fees to the payment of the principal
of, premium, if any, and interest on that portion of the Bonds
issued to finance the Parking Deck Project; provided that the cur-
rent expenses of operating the Parking Deck Project (the "Parking
Deck Current Expenses") shall be a first charge on such fees. The
Board further convenants that such fees will he fixed, revised,
charged and collected so that the net revenues from or for the use
or otherwise received on behalf of the Parking Deck Project, after
payment of the Parking Deck Current Expenses, will at all times be
sufficient to pay the principal of, premium, if any, and interest
on that portion of the Bonds issued to finance the Parking Deck
Project as and when the same become due. Any such revenues in
excess of the amounts required for the payment of the Parking Deck
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Current Expenses and the payment of the principal of, premium, if
any, and interest on that portion of the Bonds issued to finance
the Parking Deck Project may be used by the University for any
other proper purpose.
Section 4. It is hereby found, determined, and declared that,
based upon responsible engineering and economic estimates and
advice of appropriate officials of the University as shown on
Exhibit B hereto, the anticipated net revenues received from or on
behalf of the Parking Deck Project pledged above will be sufficient
to pay the Parking Deck Current Expenses and the principal of,
premium, if any, and interest on that portion of the Bonds issued
to finance the Parking Deck Project as the same become due, so long
as the average interest rate on the Bonds does not exceed 9.5% per
annum.
Section 5. The Board covenants that so long as the Bonds are out-
standing, the University will pay to the Treasurer of Virginia not
less than 30 days before each interest or principal and interest or
principal and interest payment date, the amount certified by the
Treasurer of Virginia to be due and payable on such date as princi-
pal and interest on that portion of the Bonds issued on behalf of
the University to finance the Projects.
Section 6. The Board covenants that the University will pay from
time to time its proportionate share of all expenses incurred in
connection with the sale and issuance of the bonds and all expenses
thereafter incurred in connection with the payment of the principal
of, premium, if any, and interest on the Bonds all as certified by
the Treasurer of Virginia to the University.
Mr. Ludeman reported for the Executive Committee. Mr. Bruegman
reviewed the Process and Calendar for the Preparation of the 1983-84
Budget and the 1984-86 Biennial Budget Plan. Mr. Ludeman suggested
that the Academic Plan be reviewed by the full Board as well as the
Academic Policy Committee. He also suggested that the 1984-86 legisla-
tive priorities be reviewed by the Executive Committee prior to Decem-
ber since we normally meet with the Richmond area delegation in Decem-
ber.
Mr. Ludeman stated that the Executive Committee was advised of the
procedures being followed for responding to Secretary Casteen's reques
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to undertake an internal planning process. They also reviewed the
administration's response to Secretary Casteen's proposed amendments to
the Memorandum of Understanding.
The Quarterly Budget Reports were reviewed as well as the Universi-
ty's Financial Statements for the year ended June 30, 1982. The Audi-
tor of Public Accounts gave us an' unqualified opinion on our financial
statement.
Mr. Ludeman stated that the Committee had approved a resolution the
interim financing for the site work at the Student Commons Building.
The Executive Committee also reviewed the proposed Student Recruit-
ment Plan which is required by the Virginia Plan. Suggestions were
made by the Committee to change some of the wording in the preamble.
On motion made and seconded, the Report of the Executive Committee
was accepted.
Mr. Balfour reported the Academic Policy Committee had met with
three faculty representatives. Copies of letters received from these
faculty members were circulated to members of the Board. On motion
made and seconded, the report of the Academic Policy Committee was
accepted.
Mrs. Thalhimer reported the Audit Committee had not met since the
last Board meeting.
Dr. Gayle reported for the Hospital Committee. Hospital employee
morale appears to be very good and staffing levels have improved. The
number of nurses is higher now than in the University's history. How-
ever, there is some concern about the salary freeze and what this might
11
do to staffing levels. At the meeting, Mr. Saksen reviewed the status
of various construction projects relating to the Hospital.
On motion made and seconded, the Report of the Hospital Committee
was accepted and the minutes of a meeting held on February 10, 1983,
were approved.
Mrs. Bemiss reported for the Property Committee. At their meeting
on January 19, 1983, the Committee reviewed and approved the 1984-86
Capital Outlay Request with the exception of two projects. The admin-
istration was requested to provide additional information for the
McGuire Hall project and 901 Floyd Avenue project.
At the January 26, 1983, meeting the Committee reviewed and
approved the preliminaries for the site development surrounding the
Student Commons Building.
Nedi Construction Company was awarded the contract for Phase II of
Johnson Hall (dormitory renovations).
The Committee also reviewed the detailed information requested for
McGuire Hall and 901 Floyd Avenue. Both of these renovation projects
were approved.
On motion made and seconded, the Report of the Property Committee
was accepted and the minutes of meetings held on January 19 and 26,
1983, were approved.
Dr. Gayle reported on behalf of the Student Affairs Committee. At
their March meeting the committee reviewed the student demographics
which have been developed by the Student Affairs staff. The Committee
will have an April meeting but does not plan to meet in May. On motio
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made and seconded, the Report of the Student Affairs Committee was
accepted and the minutes of meetings held on January 13, 1983, and
February 17, 1983, were approved.
Dr. Ackell stated the newspaper reports indicating the University
would be increasing tuition by 15 to 17 percent in 1983-84 are prema-
ture. The Tuition and Fees Committee has not made its recommendation.
A recommendation is expected to be presented to the Executive Committee
at its April meeting.
Mr. Ludeman requested that the revised conflict of interest law be
discussed at the next full Board meeting.
On motion made and seconded, the Board convened in executive ses-
sion to discuss certain personnel matters involving the performance of
identifiable employees or faculty of VCU, and to discuss pending liti-
gation with its attorney, and to discuss the condition, acquisition or
use of real property, and the privacy of individuals in personal mat-
ters not relating to public business, and to discuss matters relating
to gifts, bequests, fund-raising activities and to discuss honorary
degrees as authorized by Section 2.1 - 344 a(l), a(2), a(3), a(6), a(7)
and a(8) of the Virginia Freedom of Information Act.
During executive session, Mr. Balfour was not present in the room
during the discussion of certain legal cases involving alleged medical
malpractice, as his law firm represents a plantiff in one of these
cases.
Following executive session, on motion made and seconded, the Board
approved and/or accepted the Report of the Legal Advisor, the Report of
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the President, the Faculty Appointments and Changes in Status, the
Faculty Promotion and Tenure Recommendations, as amended, the Report of
Gifts and the Report of the Audit Committee.
The meeting was adjourned at 12:10 p.m.
