MINUTES OF A REGULAR MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
November 17, 1994
A regular meeting of the Board of Visitors of
Virginia Commonwealth University was held on Thursday,
November 17, 1994, at 9 a.m. in the University Meeting
Center.
Present were Messrs. Whitworth (Rector), Arenstein,
Flippen, Framme, Meador and Siegel; Drs. Gilmer, Johnson,
Smith, Vaughan and Wootton; and Mesdames Teig and Vaughan.
Absent were Messrs. Townes and Weinberg; and Dr. Dombalis.
Also present were Drs. Trani, Dewey, Harris, Jones and
Schexnider; Messrs. Bruegman, Bunce, Ross and Wyeth; and
Mesdames Burnside, Messmer and Price.
Mr. Whitworth called the meeting to order and
introduced members of the press that were present. The
President's Report followed.
Dr. Trani introduced the following individuals:
Cathaleen Bryant received the Board of Visitors
Scholarship Award presented for distinguished
scholastic achievement and outstanding leadership
and service to the University and the Richmond
community. Cathaleen is a Senior majoring in
Political Science, SGA President and President of
the Prelaw society.
Kume Smith received the Dean's Scholarship Award
presented for distinguished scholastic achievement.
Kume is a sophomore majoring in English/Education.
Kume is Co-President of the English Club and Co-
President Writers' Corner.
Clifton Davis received the Jane Jones Thornton
Award presented for outstanding performance as a
Resident Assistant at VCU and the Emerging Student
Leader Award presented for providing distinguished
service in Clifton's first leadership role at VCU
and for demonstrating a potential for continued
leadership. Clifton is a junior majoring in ac-
counting and is a SGA Senator.
Holly Morris received the Presidential Scholarship
Award presented for distinguished scholastic
achievement; the Schering Scholarship presented for
scholastic achievement; and the Crockett Award
presented for receiving the highest grade point
average in Holly's second year of Pharmacy. Holly
is presently a 5th year Pharmacy student.
James Lee Wright received the Kinloch Nelson Schol-
arship presented for leadership and scholarship and
the Virginia Primary Care Scholarship, 1992-93,
1993-94. James is a senior medical student, a
member of the MCV Honor Council, Student Curriculum
Council, MCV Generalist Initiative Executive Com-
mittee and class president James' third and fourth
year.
Theodore J. McCaskey, VCU's Student Representative
to the Board, received the School of Dentistry
Academic Scholarship. Ted is a third year dental
student and is president of the Dental School Class
of 1996.
Two students who were fulfilling a class assignment
were introduced. Ms. Pat Brown and Ms. Jennifer
Uram are attending the meeting as a requirement for
a class in Public School Administration.
Ms. Brown is a post-graduate student working to-
wards certification in the School of Education; Ms.
Uram is a graduate student in the School of Educa-
tion working on a masters.
Mr. Meador reported for the Academic Policy Commit-
tee. The Policy for Endowed Faculty Positions was pre-
sented. The Strategic Plan for the Future of Virginia
Commonwealth University calls for the promotion of scholar-
ly activities of the University community, with the estab-
lishment of University Professorships and endowed chairs.
The proposed policy and set of guidelines support Universi-
ty efforts to generate more funding for endowed posts, en-
sure flexibility for donors in the creation of faculty
endowments, and preserve the integrity of established
endowed posts through a planned review and reappointment
process. The proposed Policy for Endowed Faculty Positions
has been reviewed and endorsed by the Deans' Council, the
President's Council and approved by the University Council.
Mr. Framme reported for the Advancement Committee.
The Legislative Update was presented. Board members were
encouraged to meet with State legislators to provide up-
dates on hospital issues and information on the MCVH budget
amendment. The Office of Governmental and Community Rela-
tions plans meetings for the President and others with as
many State legislators as possible before the 1995 legisla-
tive session begins to prepare the MCVH budget amendment
for discussion.
Dr. Johnson reported for the Finance and Investment
Committee. The Revision of Investment Objectives, Policies
and Guidelines for the Operating Pool was presented.
Investments allowed in the pool are based on the require-
ments of the Code of Virginia. Due to a change in the
Code, the language relating to investments in corporate
notes and asset-backed securities had to be revised.
Dr. Gilmer reported for the Health Affairs Commit-
tee. The Contract for Cardiac Implants was presented. The
Hospitals will solicit proposals for manufacturers of
cardiac implants with the intent to establish term con-
tracts with multiple but a limited numbers of vendors.
Currently annual costs of cardiac implants are approximate-
ly $2,6000,000.
The Contract for Contrast Media Non-Ionic and Low
Osmolarity with Sanofi Winthrop was presented. The con-
tract is valued at $4,022,866 for the three year period for
use by MCV Hospitals. The contract with Sanofi Winthrop
will result in an estimated savings of $652,495 over the
current Squibb contract for the three year period.
The Hospital Finances were presented. Financial
statistics for the three months ending September 30, 1994,
were reviewed. Consistent with changes occurring to inpa-
tient volume in the health care industry, the Hospitals
experienced continued decreases in patient days and admis-
sions for the period. Excess of revenues over expenses was
$1.0M compared to a budget of $4.7M. The Hospitals efforts
to reduce expenses were not fully realized for the three
month period; anticipated expense controls during the
remainder of the year will more appropriately match expens-
es to the lower patient volume. The Hospitals will curtail
anticipated capital funding for 1994-95 as the budget is
being balanced.
Financial statistics for the four months ending
October 31, 1994, show a continued decrease in patient
volume, translating into total operating income of $124.0M
compared to the budget of $128.2M and total expenses of
$121.7M compared to a budget of $124.2M. The hospitals has
been proactive in attempting to balance the budget and in
April 1994, eliminated 150 positions and implemented a
hiring freeze in July 1994. In addition, all temporary
personnel and overtime require approval by the Hospital
Director or Director of Finance, resulting in expense
savings in October 1994. Personnel expense is under budget
by $1.1M and non-personnel by $1.4M for a total favorable
expense variance of $2.5M.
Mr. Arenstein reported for the Property Committee.
The Request for Proposals Authorization for the University
Bookstores was presented. VCU is seeking to privatize the
operation and management of the Academic Campus Bookstore
when relocating to Broad Street as part of the new parking
deck. Privatization of the bookstore on the MCV Campus as
well as the Dental Store also will be considered. The
intent is to establish a community-oriented superstore
operated by a national college bookstore. The RFP evalua-
tion process will be sensitive to contractors' pricing
policies in order to keep the cost to students for text-
books as low as possible.
The Request for Proposals Authorization for Print-
ing Services was presented. VCU is seeking to improve the
delivery of duplicating, printing, and related reprographic
services for the University through the privatization of
the University Printing Services unit. The purpose of the
Request for Proposals is to establish a contract for the
delivery of services.
Mr. Arenstein reported for the Student Affairs
Committee. The Quality of Life Task Force Report was
presented. In accordance with the Strategic Plan for the
Future of Virginia Commonwealth University, a task force
was appointed to address the quality of student life. A
progress report on the implementation of the recommenda-
tions of the task force was presented by Dr. Henry G.
Rhone, Interim Vice Provost for Student Affairs, and Ms.
Jean Yerian, Associate Dean for Student Affairs.
The Annual Security Report for 1993-94 was present-
ed. As an extension of the Quality of Life Task Force
Report, the report was presented in a discussion on campus
crime and safety issues at VCU. Mr. Dan Dean, the Director
of Campus Police, discussed the 1993-94 Annual Security
Report and highlighted the fact that the crime figures in
the VCU report are inflated substantially by the fact that
the crimes committed by non-VCU students, the incidence of
which is especially high in the hospitals, are included in
the totals. In reality, only 43 VCU students were arrested
last year. The crime figures for the entire city of Rich-
mond are often reported in the media and give an extremely
negative perception of the University. Security prevention
programs and enhancements were described. Recommendations
were made for the University to work with the media and
also address in the recruitment materials the actual facts
to try to counteract some of the misguided perceptions. A
follow-up plan and report will be presented at the January
meeting of the Student Affairs Committee. Also requested
for a later meeting was a report on alcohol and alcohol-re-
lated crime.
The Report on Athletics was presented. Several
issues critical to the integrity of intercollegiate athlet-
ic programs are emerging throughout the nation, including
conference affiliation, gender equity, and stricter initial
eligibility requirements. Each of the issues will have a
major impact on VCU's athletic program as well as the new
Convocation and Recreation Center. The Report on the
Strategic Plan for the School of Business was presented.
On motion made and seconded, the following items
from the Consent Agenda were approved with Ms. Teig ab-
staining on the Virginia Electric and Power Company Ease-
ment for the Medical Sciences Building and the Virginia
Electric and Power Company Easement for the Virginia Bio-
technology Research Park - Biotech Center.
Ad Hoc Committee on Joint Venturing
Minutes of a Meeting held September 21, 1994
Board of Visitors
Minutes of a Meeting held September 22, 1994
Academic Policy Committee
Minutes of a Meeting held September 21, 1994
Policy for Endowed Faculty Positions
Advancement Committee
Minutes of a Meeting held September 21, 1994
Audit Committee
Minutes of a Meeting held September 22, 1994
Executive Committee
Minutes of a Meeting held October 19, 1994
Finance and Investment Committee
Minutes of a Meeting held September 21, 1994
Revision: Investment Objectives, Policies and
Guidelines for the Operating Pool
Health Affairs Committee
Minutes of a Meeting held September 21, 1994
Contract for Cardiac Implants
Contract for Contrast Media Non-Ionic and Low
Osmolarity
Property Committee
Minutes of a Meeting held September 21, 1994
Request for Proposals - Authorization for
the University Bookstores
Request for Proposals - Authorization for
Printing Services
Virginia Electric and Power Company Easement
for Medical Sciences Building
Virginia Electric and Power Company Easement
for Virginia Biotechnology Research
Park - Biotech Center
Special Award Committee
Minutes of a Meeting held October 13, 1994
Student Affairs Committee
Minutes of a Meeting held September 21, 1994
The Strategic Plan for the Future of Virginia
Commonwealth University recommended that the School of
Business undertake a strategic planning process. The
Business Council of the School of Business developed a plan
that covers a 5-year period with fourteen strategic direc-
tives that address national recognition, curriculum, reward
structures, quality of student and faculty life, the physi-
cal and technological environment, and the School's role in
the various communities. Key issues related to restructur-
ing and downsizing, opportunities for new initiatives, and
plans for moving into the new informational era are also
addressed in the plan. Consideration was given to diversi-
ty, assessment, the School's ethical environment, and the
need for a global orientation to business. The report was
endorsed by the Academic Policy Committee after discussion
of projected enrollments and the need for ongoing financial
planning in relation to the plan. On motion made and
seconded, the Board accepted the strategic plan for the
School of Business.
The Architectural Guidelines for the Broad Street
Corridor were presented by the consultants, Richard Ford of
Dewberry & Davis, and Michael Dennis of Michael Dennis &
Associates. The major recommendations made by the consul-
tants were:
1. VCU and the City should co-develop the section
of Broad Street between Belvidere and Harrison
as a multi-use, tree-lined boulevard that
would function as a gateway to the VCU Academ-
ic Campus.
2. The intersection of Broad and Harrison Streets
should be emphasized as the northwest corner
of the Academic Campus.
3. The intersection of Broad and Shafer Streets
should be developed as a formal entrance to
the University.
4. A major-use VCU building should be located on
the Old Universal Ford site on the north side
of Broad Street. The Physical Plant Facili-
ties which currently occupy the site should be
relocated to a less central location.
5. The intersections of Belvidere and Broad
Streets should be reconfigured to become a
major urban node and mark the northeast corner
of the VCU district.
On motion made and seconded, the Architectural Guidelines
for the Broad Street Corridor were approved.
On motion made and seconded, the following Policy
was approved:
BOARD OF VISITORS' POLICY ON
APPOINTMENT OF ACTING PRESIDENT
It is the policy of the Board of Visitors of Virginia
Commonwealth University that the President of Virginia
Commonwealth University at all times shall serve and act as
10
the Chief Executive Officer of the University, subject only
to specific prospective action by the Board of Visitors to
appoint an Acting President of the University necessitated
by the disability or extended absence of the President or
the designation by the President of a temporary Acting
President for periods of temporary absence from the Presi-
dent's duties. In the event of anticipated extended ab-
sence of the President, the President shall recommend to
the Board of Visitors the appointment of a specific indi-
vidual to serve as Acting President in the President's ab-
sence. Under most circumstances, the President would
recommend the appointment of the Provost and Vice President
for Academic Affairs to serve in this capacity. In the
event of the disability of the President, the Board of
Visitors shall convene as soon as practicable at the initi-
ation of the Rector to identify and name an Acting Presi-
dent. Appointment of an Acting President by the Board of
Visitors shall be pursuant to terms and for such periods of
time as the Board in its discretion may deem appropriate.
On motion made and seconded the following Resolu-
tion was approved:
WHEREAS, the Board of Visitors of Virginia Common-
wealth University previously has adopted a policy which
speaks to the issue of the appointment of an Acting Presi-
dent of Virginia Commonwealth University in the event of
the disability or extended absence of the President of the
University; and
WHEREAS, the Board of Visitors has approved a
period of absence for independent study for the President
of the University which shall commence on June 15, 1995,
and extend through September 1, 1995; and
WHEREAS, the President of the University has recom-
mended to the Board of Visitors that the Provost and Vice
President for Academic Affairs be appointed as Acting
President for the period of his extended absence from his
duties as President of the University; and
WHEREAS, the Board of Visitors concurs in the
recommendation of the President of the University in this
respect and desires to appoint the Provost and Vice Presi-
dent for Academic Affairs as Acting President in his ab-
sence;
NOW THEREFORE, be it RESOLVED by the Board of
Visitors that the Provost and Vice President for Academic
Affairs, and the present incumbent in that position, Dr.
Grace E. Harris, be and hereby is appointed as Acting
President of Virginia Commonwealth University for the
period commencing June 15, 1995, and ending September 1,
11
1995, subject to such additional terms and conditions as
the Board of Visitors may hereafter specify.
On motion made and seconded, the following revision
to the Board of Visitors' Bylaws was approved:
4.02. Rector.
(a) Election. The Board of Visitors, at the
last regular meeting of the Board
each fiscal year shall elect a
Rector who shall take office
effective July 1 and shall serve for a term of one year, or
until his or her successor has been elected and qualified.
The Rector may be reelected for two additional terms but may
serve no more than three full terms.
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 regard-
ing such individuals might be affected by such evaluation
including an Update on Strategic Activities, a Report on
Patient Care Providers and the Faculty Appointments and
Changes in Status and Other Personnel Actions, Full and
Consultative Hospital Privileges, the School of Medicine
Faculty Salaries and the Quarterly Safety and Risk Manage-
ment Report, and to discuss legal matters and probable
litigation with its attorney including the aforementioned
Audit Reports as may be necessary, and to discuss the condi-
tion, acquisition and use of real property for public pur-
pose, or of the disposition of publicly held property, or of
plans for the future of a state institution of higher educa-
tion which could affect the value of property owned or
12
desirable for ownership by such institution including a
discussion and/or consideration of contractual or other
legal relationships involving MCV Hospitals, and to discuss
matters relating to gifts, bequests, and fundraising activi-
ties including the Development Report with a review of a
Volunteer Leadership Model and a review of the Nucleus Fund
Projects, and the approval of the Named Funds Report and to
discuss matters relating to honorary degrees and special
awards as authorized by Section 2.1-344 (a)1, (a)3, a(7),
a(8) and a(10) 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 discussed in the executive session meeting to
which this certification resolution applies, and (ii) only such
public business matters as were identified in the motion con-
vening the executive session meeting were heard, discussed or
considered by the Board of Visitors of Virginia Commonwealth
University.
Roll Call Vote Ayes Nays
Mr. F. Dixon Whitworth, Jr., Rector X
Mr. Richard A. Arenstein X
Rev. Constantine N. Dombalis Absent
Mr. Edward L. Flippen X
Mr. Lawrence W. Framme, III X
Dr. Robert D. Gilmer Left before voting
Dr. Harry I. Johnson, Jr. X
Mr. Richard L. Meador Left before voting
Mr. Stuart C. Siegel X
Dr. Lindley T. Smith X
Ms. Eva S. Teig Left before voting
Mr. Clarence L. Townes, Jr. Absent
Dr. David A. Vaughan X
Ms. Sandra Adair Vaughan Absent
Mr. Jay M. Weinberg Absent
Dr. Percy Wootton Left before voting
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VOTE:
Ayes : 8
Nays : 0
ABSENT DURING MEETING: 4
ABSENT DURING VOTING: 8
On motion made and seconded, the Board accepted the Re-
port of the President; approved the Faculty Appointments and Chang-
es in Status and Other Personnel Actions, the Full and Consultative
Hospital privileges; the Medical School Faculty Salaries; accepted
the Named Funds Report; the Report of the Special Awards Commit-
tee, the Report of the General Counsel, the Executive Session Com-
mittee Reports and the Quarterly Risk Management and Safety Re-
port; and authorized the establishment of joint ventures between
MCV Hospitals and the MCV/VCU Hospitality House, Inc., for the
use and operation of the Hospital Hospitality House facility; and
with MCV Associated Physicians, Inc. for the development of a
physican-hospital organization to include at least primary care and a
management service organization, the Board of which organization will
include two members appointed by the Board of Visitors, one of
whom shall be representative of the minority community; and direct-
ed that specific fund transfers will require the prior approval of
the Board of Visitors.
The meeting was adjourned at 12:30 p.m.
F Dixon Whitworth, Jr, Rector
