[1992-05-15] Minutes of a regular meeting of the Board of Visitors of Virginia Commonwealth University May 15, 1992.

              MINUTES OF A REGULAR MEETING OF THE BOARD OF VISITORS 
         OF VIRGINIA COMMONWEALTH UNIVERSITY 
                MAY 15, 1992


        A regular meeting of the Board of Visitors of Virginia Com- 

    monwealth University was held on Friday, May 15, 1992, at 9 a.m. 

    in the University Meeting Center.

        Present were Drs. Moore (Rector), Berenguer, Holland, 

    Johnson and Peay; Messrs. Arenstein, Dombalis, Gregory, Meador, 

    Siegel, Townes, Weinberg and Whitworth; and Mesdames Abady and 

    Epps. Mr. Ferguson was absent. Also present were Drs. Trani, 

    Dewey, Duvall, Harris, Jones, Ruch and Schexnider; Messrs. 

    Bruegman, Bunce, Fischer, Jez, Lawlor and Ross; and Mesdames 

    Halloran, Price and Yeaman.

        The President's Report was presented. Dr. Trani intro- 

    duced the following individuals:

    Dr. Steven Danish is chairman of the Department of Psychology and 
    project originator for the "VCU Going for the Goal" program. The 
    Department of Psychology has received a grant of $165,000 from the 
    Athletic Footwear Association to expand the "Going for the Goal" pro- 
    gram to four other cities. The project, which began in 1987, in- 
    volves local high school and college athletes in goal setting work- 
    shops aimed at middle school students. Developed by the VCU De- 
    partment of Psychology, "Going for the Goal" has enjoyed much 
    success in Richmond during the last five years, making the expan- 
    sion possible.

    Dr. Bruce Fuchs, Associate Professor in Department of Pharmacology 
    and Toxicology, single-handedly set up the MCV Mini-Med School 
    with nine of his peers delivering the lectures. More than 250 people 
    from throughout central Virginia attended the 10 weekly sessions on 
    Wednesday nights at the Science Museum. Dr. Fuchs is already 
    planning the next Mini-Med School for the Fall 1992, and he is cur- 
    rently completing a grant application for future Mini-Med programs. 
    There is a waiting list of 400 people that could not be accommodated 
    during the last Mini-Med School. The program is a collaborative

                      2



    effort between the University, Whitby Pharmaceuticals, and the Sci- 
    ence Museum.

    Dr. Sheldon M. Ritchin is Chairman and Associate Professor for the 
    Division of Geriatric Medicine in the Department of Internal Medi- 
    cine: The Geriatric Medicine Program at VCU has been named the 
    number two program in the country by a recent survey of Medical 
    School Deans in U.S. News and World Report. The reputation of 
    the program in Geriatric Medicine has grown considerably in recent 
    years, in large part due to the hard efforts of a relatively small 
    group of faculty members. The Division of Geriatric Medicine was 
    begun only six years ago.

    Dr. David M. French joined VCU April 1 as Director of the Virginia 
    Statewide Area Health Education Centers Program. He will be coordi- 
    nating the efforts of AHEC's core institutions -- Virginia Common- 
    wealth University, the University of Virginia, the Medical College of 
    Hampton Roads, the State Health Department and the Virginia Prima- 
    ry Care Associations -- to plan and develop a system of regional 
    primary health care centers for the Commonwealth. Dr. French, 
    who received a Doctor of Medicine degree from Howard University 
    and a Master of Public Health from Johns Hopkins University, served 
    most recently as Medical Director of Helen Keller International, an 
    organization dedicated to the prevention and cure of blindness and 
    rehabilitation of the blind in the developing world.

    STUDENTS 
    Mr. Timothy Blum, a graduate student in Sculpture in VCU's School 
    of the Arts, was awarded a Jacob Javits Fellowship. Mr. Blum be- 
    comes the fifth student in the Department of Sculpture within a five 
    year period to be awarded the Javits Fellowship. Only twenty Jacob 
    Javits Fellowships are awarded annually.

    Mr. Lionel Bacon has been chosen as a finalist for the National 
    STUDENT-Athlete Day (NSAD) Giant Steps Award. NSAD is co-spon- 
    sored by the NCAA Foundation and the National Consortium for Aca- 
    demics and Sports. Theses awards are given to those individuals 
    and institutions that provide the support necessary for STUDENT-ath- 
    letes to reach their academic and athletic potential. The awards 
    will be presented at an annual Giant Steps and Excellence in Sports 
    Journalism Awards dinner which takes place in Boston, Massachu- 
    setts in early November.

    Mr. Rodney Berry has been selected to participate in the 1992 Minor- 
    ity Leaders Fellowship Program for this summer. This achievement 
    is a wonderful honor for Rodney and reflects most favorably on the 
    University as well.

    Mr. Timothy W. Robertson, a senior in VCU's School of Pharmacy 
    has been selected for inclusion in the 1992 edition of Who's Who 
    Among Students in American Universities and Colleges. This achieve- 
    ment is a wonderful honor. Tim is the immediate past president for 
    the MCV Campus Student Government, a member of the MCV Chapter

                     3



    Alpha Sigma Chi Honorary Leadership Society, the Virginia Academy 
    of Students of Pharmacy, and AHA/Public Awareness Committee 
    Chairman.

    Ms. Sharon C. Webb and Ms. Anjanee Miles have been selected to 
    participate in the 1992 Governor's Fellows Program. Each Fellow 
    selected for 1992 will spend the summer working with government 
    officials such as Cabinet members, agency heads, and the Governor's 
    personal staff. The Fellows will attend weekly seminars and will 
    take part in other collegial activities intended to give Fellows a 
    fuller understanding of government issues and processes.

        The enrollment figures were discussed. Applications are up 
    from last year.

        Virginia Commonwealth University was listed in the May issue 
    of Black Issues in Higher Education. The article stated that VCU 
    ranked number 71 in the top degree producers in all disciplines for 
    Baccalaureate Degrees conferred in 1988-89 to African Americans.


        On motion made and seconded, the following Resolution on 

    the MCV Campus Parking Deck was approved:

        WHEREAS, there has been passed by the General Assembly 
    of Virginia an act entitled "Commonwealth of Virginia Higher Educa- 
    tional Institutions Bond Act of 1992" (the "Act") which has been or 
    is expected to be signed by the Governor;
        WHEREAS, the 1992 Act may be repealed by the Project, as 
    defined below, continued as an authorized project for bond financing
    through subsequent legislation (the Act and any such subsequent 
    legislation, the "Act");
        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 of the
    Commonwealth of Virginia for the purpose of providing funds, with 
    other available funds, for paying the cost of acquiring, construct- 
    ing, renovating, enlarging, improving and equipping certain reve- 
    nue-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;
        WHEREAS, such revenue-producing capital projects include a 
    parking facility (Capital Outlay Project Number 14777) (the 
    "Project") for Virginia Commonwealth University (the "Institution"),
    which will be a component of the Institution's parking system (the 
    "System"); and
        WHEREAS, the Treasury Board is proposing to sell and issue 
    bonds pursuant to the Act for such revenue-producing capital 
    projects, in one or more series;
        NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF 
    VISITORS OF VIRGINIA COMMONWEALTH UNIVERSITY:

                     4



       Section 1. The Board of Visitors of the Institution (the 
    "Board") requests the Treasury Board to sell and issue bonds in an 
    aggregate principal amount not to exceed $9,657,600 to finance all or 
    a portion of the cost of the Project plus Financing Expenses (the 
    "Project Bonds"). The Project Bonds will be identified by amount 
    and maturities by the State Treasurer upon issuance of any bonds.
       Section 2. The Board (a) covenants to fix, revise, charge 
    and collect rates, fees and charges, including without limitation 
    parking fees, for or in connection with the use, occupation and 
    services of the System and (b) pledges such rates, fees and charges 
    remaining after payment of the expenses of operating the System 
    ("Net Revenues") to the payment of the principal of, premium, if 
    any, and interest on the Project Bonds. The Board further cove- 
    nants 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 Bonds and on any other obligations secured 
    by Net Revenues (such payments collectively the "Required Pay- 
    ments"). The Project Bonds shall be secured on a parity with such 
    other obligations so secured by Net Revenues (other than any obliga- 
    tions secured by a prior right in Net Revenues). Any Net Reve- 
    nues 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 ad- 
    vice of appropriate officials of the Institution, as shown on the 
    Financial Feasibility Study that anticipated Net Revenues pledged 
    herein will be sufficient to pay the Required Payments so long as the 
    aggregate amount of the net debt service on the Project Bonds actu- 
    ally 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. At the same time, the Institution will furnish 
    the Treasury Board a certificate of the chief financial officer of 
    the Institution stating whether Net Revenues were sufficient to pay 
    Required Payments during the period covered by such financial state- 
    ments. If Net Revenues were insufficient to pay Required Payments 
    during such period, such certificate shall include the Institution's 
    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 
    Bonds are outstanding, the Institution will pay to the State Treasur- 
    er, 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 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 (the "Bonds") and all expenses thereafter

                      5



    incurred in connection with the Bonds, including without limitation 
    the expenses 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 7. 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 Sec- 
    tion 148 of the Internal Revenue Code of 1986, as amended, includ- 
    ing 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 Institu- 
    tion 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 8. 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 Bonds for costs associated with 
    the Project and appropriated for the Project by the General Assem- 
    bly.
        Section 9. The Board covenants that the Institution will not 
    permit the proceeds of the Project Bonds 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 govern- 
    mental 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 recog- 
    nized bond counsel acceptable to the Treasury Board that such cove- 
    nants need not be complied with to prevent the interest on the 
    Bonds from being includable in 
the gross income of the owners there- 
    of for federal income tax purposes.
        Section 10. 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 recog- 
    nized 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 11. The Board covenants that for so long as any of 
    the Bonds are outstanding, the Institution will not sell or dispose 
    of all or any part of the Project without first obtaining the written 
    approval of the State Treasurer and an opinion of nationally recog- 
    nized bond counsel acceptable to the Treasury Board that such sale 
    or disposition will not cause interest on the Bonds to be included in

                      6



    the gross income of the owners thereof for federal income tax purpos- 
    es
        Section 12. 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 13. 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 securi- 
    ty 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 14. This resolution shall take effect immediately.

        On motion made and seconded, the following Resolution on 

    Housing Renovations was approved:

        WHEREAS, there has been passed by the General Assembly 
    of Virginia an act entitled "Commonwealth of Virginia Higher Educa- 
    tional Institutions Bond Act of 1992" (the "Act") which has been or 
    is expected to be signed by the Governor:
        WHEREAS, the 1992 Act may be repealed by the Project, as 
    defined below, continued as an authorized project for bond financing 
    through subsequent legislation (1992 Act and any such subsequent 
    legislation, the "Act");
        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 of the 
    Commonwealth of Virginia for the purpose of providing funds, with 
    other available funds, for paying the cost of acquiring, construct- 
    ing, renovating, enlarging, improving and equipping certain reve- 
    nue-producing capital projects at certain institutions of higher 
    learning of the commonwealth and for paying issuance costs, reserve 
    funds and other financings expenses (the "Financing Expenses"), all 
    in accordance with the provisions of Section 9 (c) of Article X of 
    the Constitution of Virginia;
        WHEREAS, such revenue-producing capital projects include 
    improvements to student residence facilities (Capital Outlay Project 
    Number 15090) (the "Project") for Virginia commonwealth University 
    (the "Institution"), which will be a component of the Institution's 
    dormitory system (the "System"); and
        WHEREAS, the Treasury Board is proposing to sell and issue 
    bonds pursuant to the Act for such revenue-producing capital 
    projects, in one or more series;
        NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF 
    VISITORS OF VIRGINIA COMMONWEALTH UNIVERSITY:
        Section 1. The Board of Visitors of the Institution (the 
    "Board") requests the Treasury Board to sell and issue bonds in an 
    aggregate principal amount not to exceed $4,545,700 to finance all or 
    a portion of the cost of the Project plus Financing Expenses (the

                     7



    "Project Bonds"). The Project Bonds will be identified by amount 
    and maturities by the State Treasurer upon issuance of any bonds.
        Section 2. The Board (a) covenants to fix, revise, charge 
    and collect rates, fees and charges, including without limitations 
    room rents, for or in connection with the use, occupation and servic- 
    es of the System and (b) pledges such rates, fees and charges re- 
    maining after payment of the expenses of operating the System ("Net 
    Revenues") to the payment of the principal of, premium, if any, and 
    interest on the Project Bonds. 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 Bonds and on any other obligations secured by Net Reve- 
    nues (such payments collectively the "Required Payments"). The 
    Project Bonds shall be secured on a parity with such other obliga- 
    tions so secured by Net Revenues (other than any obligations se- 
    cured 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 ad- 
    vice of appropriate officials of the Institution, as shown on the 
    Financial Feasibility Study that anticipated Net Revenues pledged 
    herein will be sufficient to pay the Required Payments so long as the 
    aggregate amount of the net debt service on the Project Bonds actu- 
    ally 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 the firm of 
    certified public accountants or the Auditor of Public Accounts which 
    shall include a schedule of revenues and expenditures for auxiliary 
    enterprise systems. At the same time, the Institution will furnish 
    the Treasury Board a certificate of the chief financial officer of 
    the Institution stating whether Net Revenues were sufficient to pay 
    Required Payments during the period covered by such financial state- 
    ments. If Net Revenues were insufficient to pay Required Payments 
    during such period, such certificate shall include the Institution's 
    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 
    Bonds are outstanding, the Institution will pay to the State Treasur- 
    er, 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 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 (the "Bonds") 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 
    earning derived from the investment of gross proceeds of the Bonds, 
    all as certified by the State Treasurer to the Institution.

                     8



        Section 7. 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 Sec- 
    tion 148 of the Internal Revenue Code of 1986, as amended, includ- 
    ing 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 Institu- 
    tion 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 8. 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 Bonds for costs associated with 
    the Project and appropriated for the Project by the General Assem- 
    bly.
        Section 9. The Board covenants that the Institution will not 
    permit the proceeds of the Project Bonds 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 governmen- 
    tal 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 person other than a governmental unit, as pro- 
    vided 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 recog- 
    nized bond counsel acceptable to the Treasury Board that such cove- 
    nants need not be complied with to prevent the interest on the 
    Bonds from being includable in the gross income of the owners there- 
    of for federal income tax purposes.
        Section 10. 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 recog- 
    nized 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 11. The Board covenants that for so long as any of 
    the Bonds are outstanding, the Institution will not sell or dispose 
    of all or any part of the Project without first obtaining the written 
    approval of the State Treasurer and an opinion of nationally recog- 
    nized 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 purpos- 
    es.
        Section 12. The officers of the Institution are authorized 
    and directed to execute and deliver all certificates and instruments

                      9



     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 13. 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 securi- 
     ty 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 14. This resolution shall take effect immediately.

        On motion made and seconded, the following items from the 

     Consent Agenda were approved:

        Board of Visitors
           ^ Minutes of a Meeting held March 19, 1992 
             Minutes of a Special Meeting held April 24, 1992 
        Academic Policy Committee
             Minutes of a Meeting held March 18, 1992 
             Minutes of a Meeting held April 24, 1992 
             Proposed Organizational Changes - School of 
             Dentistry
        Advancement Committee
           • Minutes of a Meeting held March 19, 1992 
        Audit Committee
           • Minutes of a Meeting held March 19, 1992 
        Finance and Investment Committee
           ^ Minutes of a Meeting held March 18, 1992 
        Hospital Committee
             Minutes of a Meeting held March 18, 1992
           • Contract Proposals
               Hospital Marketing Agency
        Property Committee
             Minutes of a Meeting held March 18, 1992
           ^ Lease of Administrative Office Space 
               102-104 North Linden Street
             Ambulatory Care Easement
           • Project Plans: West Hospital Mechanical Upgrade, 
               Phase II
        Student Affairs Committee
           ^ Minutes of a Meeting held March 18, 1992 
        Ad Hoc Committee on Real Estate
           • Minutes of a Meeting held March 16, 1992 
        Joint Meeting of Finance and Investment and Hospital 
             Committees
             Minutes of a Meeting held April 24, 1992

        In recognition of the contribution that Mr. Eric M. Lipman,

     former Board member, made to the Board of Visitors there was a

                                        10



        moment of silence observed. Mr. Lipman passed away April 17, 

        1992.
               The following items were submitted for information:

               Academic Policy Committee
                    •   Report on Graduate School
                        Interdisciplinary Centers, Institutes and Programs
                    •   Disclosure of Grants and Contracts
               Advancement Committee
                        Alumni Activities Report
                    •   University Relations Report
                    •   Governmental Relations Report
               Finance and Investment Committee
                    . 
               Hospital Committee
                    ^   Hospital Financial Report
                        Review of 1991-93 Medicaid/Indigent Care Funding 
                        and Action Plan
               Property Committee
                    •   Capital Project Status Report
               Student Affairs Committee
                    ^   Prompts Project
                    •   Conflict of Interest Guidelines

               The Conflict of Interest Guidelines were presented for infor- 

        mation. The Conflict of Interest Guidelines are designed to provide 

        a framework within which the propriety and advisability of a proposed 

        contract for research and development can be addressed. The Guide- 

        lines apply to all employees of Virginia Commonwealth University. 

        Action is requested at the next meeting of the Board of Visitors.

               The Blood Services Contract was presented for information. 

        A new Request for Proposal will be presented at a later date.

               The initial response to the final recommendations of the 
        Governor's Task Force to combat substance abuse and sexual assault 

        on Virginia's college campuses was presented for information.

               On motion made and seconded, Dr. Moore appointed Messrs. 

        Meador and Townes to serve on the VCU Real Estate Foundation.

                       11



        The appointment of the Board's Nominating Committee fol- 

    lowed. Dr. Moore requested that Dr. Harry I. Johnson, Jr. , serve 

    as Chair with Drs. Berenguer and Holland; and Messrs. Townes and 

    Siegel as members. Dr. Moore stated that the purpose of this 

    Committee was to nominate an individual for the position of Rector.

        On motion made and seconded, the following Resolution was 

    approved with three dissenting votes:

        WHEREAS, the National Endowment of the Arts has declined 
    to award grants to the Anderson Gallery of Virginia Commonwealth 
    University and the List Visual Arts Center of the Massachusetts 
    Institute of Technology;
        WHEREAS, this action was a decision of the acting chair after 
    the grant awards were recommended for approval by an NEA peer 
    panel and NEA's National Council:
        NOW, THEREFORE, the Board of Visitors of Virginia Common- 
    wealth University expresses its concerns because of the broad impli- 
    cations this action may have for artistic and academic freedoms that 
    form the cornerstones of American higher education;
        The Board of Visitors resolves to urge other governing 
    boards of higher education to similarly express their concerns with 
    this action.

        On motion made and seconded, the Board convened into 

    executive session to discuss certain personnel matters involving the 

    performance of identifiable employees or faculty of VCU, and to 

    discuss the evaluation of performance of departments or schools of 

    VCU where such matters regarding such individuals might be affect- 

    ed by such evaluation including Faculty Appointments and Changes 

    in Status, Full and Consultative Hospital Privileges, Promotion and 

    Tenure Recommendations, a Report from JCAHO on the Nursing Sur- 

    vey, a Report of the Committee on the Evaluation of the President, 

    Audit Reports of individually identified departments and/or schools 

    and to discuss the condition, acquisition or use of real property for 

    public purpose or of plans for the future of a state institution of 

    higher education which could affect the value of property owned or

                                    12



       desirable for ownership by such institution including an update on 

       Real Estate, and to discuss legal matters, active and recently re- 

       solved litigation and probable litigation with its attorney, and to 

       discuss the investing of public funds including a report by Invest- 

       ment Managers on Annual Performance, and to discuss matters relat- 

       ing to gifts, bequests, and fund-raising activities including a 

       Development Report, a Report on Total Private Support, a Report on 

       Fundraising Activities and the approval of Naming Proposals as au- 

       thorized by Section 2.1-344 a(1), a(3), a(6), a(7) and a(8) of the 

       Virginia Freedom of Information Act.

             Following executive session, on motion made and seconded, 

       the following Resolution was approved by roll call vote:

       Virginia Commonwealth University hereby certifies that, to the best 
       of each member's knowledge, (i) only public business matters lawfully 
       exempted from open meeting requirements by Virginia law were dis- 
       cussed in the executive session meeting to which this certification 
       resolution applies, and (ii) only such public business matters as 
       were identified in the motion convening the executive session meeting 
       were heard, discussed or considered by the Board of Visitors of 
       Virginia Commonwealth University.

       ROLL CALL VOTE:                   AYES               NAYS 

       Dr. French H. Moore, Jr. (Rector) X
       Mrs. Nina F. Abady                X
       Mr. Richard A. Arenstein          X
       Dr. Thomas J. Berenguer           X
       Rev. Constantine N. Dombalis      Left before voting
       Mrs. Rozanne G. Epps              X
       Mr. Jack H. Ferguson              Absent
       Mr. Roger L. Gregory              X
       Dr. William E. Holland            X
       Dr. Harry I. Johnson, Jr.         X
       Mr. Richard L. Meador             Left before voting
       Dr. Clifton L. Peay               X
       Mr. Stuart C. Siegel              Left before voting
       Mr. Clarence L. Townes, Jr.       X
       Mr. Jay M. Weinberg               X
       Mr. F. Dixon Whitworth, Jr.       X

                     13




    Vote: 

    Ayes: 12 
    Nays: 0

    ABSENT DURING MEETING: 1 
    ABSENT DURING VOTING: 4

       On motion made and seconded, the Board approved all Con- 

    sent Agenda Action Items including Faculty Appointments and Chang- 

    es in Status and Other Personnel Actions, Full and Consultative 

    Hospital Privileges, Naming Proposals and Promotion and Tenure 

    Recommendations; accepted all Consent Agenda Information Items 

    including the Development Report, the Review of Fundraising Activi- 

    ties, Total Private Support, and Reports of the Audit Committee, the
 
    Finance and Investment Committee including a report of the Invest- 

    ment Managers on Annual Performance, the Report of the Hospital 

    Committee including a Report on JCAHO Nursing Survey, a Report 

    of the Property Committee including a Real Estate Update; and ac- 
    cepted the Report of the Provost, the Report of the General Coun- 

    sel, the Report of the President, and the Report of the Committee 

    on the Evaluation of the President.

       The meeting was adjourned at 1:00 p.m.






                     Clifton L. Play, Secretary



    Approved:




    French H. Moore, Jr., Rector