[1995-01-19] Minutes of a regular meeting of the Board of Visitors of Virginia Commonwealth University January 19, 1995.

              MINUTES OF A REGULAR MEETING OF THE 
             BOARD OF VISITORS OF
          VIRGINIA COMMONWEALTH UNIVERSITY 
              January 19, 1995

        A regular meeting of the Board of Visitors of 

    Virginia Commonwealth University was held on Thursday, 

    January 19, 1995, at 9 a.m. in the University Meeting 

    Center.

        Present were Messrs. Whitworth, Arenstein, Flippen, 

    Framme, Meador, Siegel, Townes and Weinberg; Drs. Dombalis, 

    Gilmer, Johnson, Smith, Vaughan and Wootton; and Mesdames 

    Teig and Vaughan. Also present were Drs. Trani, Dewey, 

    Harris, Jones and Rhone; Messrs. Bruegman, Bunce, Ross and 

    Wyeth; and Mesdames Burnside, Messmer and Price.

        Mr. Whitworth called the meeting to order and on 

    motion made and seconded, the Board convened into executive 

    session to discuss legal matters and probable litigation 

    with its attorneys as may be necessary including a discus- 

    sion relating to the Metro Conference Affiliation as au- 

    thorized by Section 2.1-344 a(7) 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 busi- 
    ness matters lawfully exempted from open meeting require- 
    ments 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 convening the executive session 
    meeting were heard, discussed or considered by the Board of 
    Visitors of Virginia Commonwealth University.

                                 2 



         Roll Call Vote                     Ayes       Nays 

         Mr. F. Dixon Whitworth, Jr., Rector  X
         Mr. Richard A. Arenstein             X
         Rev. Constantine N. Dombalis         X
         Mr. Edward L. Flippen                X
         Mr. Lawrence W. Framme, III          X
         Dr. Robert D. Gilmer                 X
         Dr. Harry I. Johnson, Jr.            X
         Mr. Richard L. Meador                X
         Mr. Stuart C. Siegel                 X
         Dr. Lindley T. Smith                 X
         Ms. Eva S. Teig                      X
         Mr. Clarence L. Townes, Jr.          X
         Dr. David A. Vaughan                 X
         Ms. Sandra Adair Vaughan             X
         Mr. Jay M. Weinberg                  X
         Dr. Percy Wootton                    X

         VOTE:

         Ayes:  16
         Nays:  0

         ABSENT DURING MEETING: 0 
         ABSENT DURING VOTING: 0

         Mr. Whitworth reported that no actions were taken. 

               The President's Report followed:

               Dr. Trani was the recipient of the 1994 Metro 
               Richmond Leadership Award presented by the National 
               Association for Community Leadership.

               Mrs. Meg Price was selected to Who's Who Among 
               Students in American Universities and Colleges, one 
               of only 30 students at Virginia Commonwealth Uni- 
               versity. Ms. Price was selected based on an out- 
               standing grade point average and leadership on 
               various University committees and projects.

               On behalf of the Board of Visitors, Mr. Whitworth 
               congratulated Dr. Trani and Mrs. Price on the above 
               accomplishments.

               Tonya Noble, the first Miss VCU, is a senior with a 
               double major in psychology and sociology and an- 
               thropology. Ms. Noble is active with the University 
               and community serving as treasurer for the VCU 
               Chapter of Psi Chi, the national honor society in 
               psychology.

       Ms. Eva S. Teig served as chair of the Seventh 
       Annual Athletic Scholarship Auction. With Ms. 
       Teig's leadership, more than $57,000 was raised for
       VCU's athletic scholarship program. The dollars 
       raised will help to provide the scholarships neces-
       sary to attract the finest student-athletes to 
       Virginia Commonwealth University.

       SACS Report In December, VCU's regional accredita- 
       tion with the Commission on Colleges of the South- 
       ern Association of Colleges and Schools was reaf- 
       firmed for the full ten-year accreditation cycle 
       with no follow-up required. The Commission judged 
       Virginia Commonwealth University to be in full 
       compliance with all the criteria for accreditation.

       Budget and Legislative Priorities are as follows:

       The Governor authorized pay increases for faculty 
       and staff but has called on agencies to fund the 
       increases. VCU is working with colleagues to seek 
       an appropriation for pay raises.

       Based on VCU's enrollment projections, financial 
       aid for students has been reduced by $604,824.

       The Governor did not recommend funding for the 
       Generalist Initiative, the School of Dentistry 
       Resource Development Plan, and the tuition revenue 
       shortfall. The requests remain on VCU's priority 
       list for discussions with legislators.

       The Governor eliminated funding for many research 
       and service centers at institutions around the 
       state. For VCU, these include the Center for Pub- 
       lic/Private Initiatives, the Virginia Center on 
       Aging, the Virginia Labor Center, the Center on 
       Urban Development, and the Central Virginia Leader-
       ship Academy.

       Key capital requests were approved by the Governor:
       nongeneral funding for an MCV Campus parking deck; 
       private funding for the addition to the new MCV 
       Alumni House; and increased debt financing for the 
       Stuart C. Siegel Center.

       The Governor is backing two of the most important 
       requests: the School of Engineering proposal and 
       indigent care funding. The Governor recommended the
       request for $547,000 for the engineering school be 
       approved. The Governor also approved the construc- 
       tion component of the engineering request. In 
       indigent care funding, the Governor recommended

                    4



         that indigent care funding be increased from the 
         current level of 70 percent of the cost to 89 
         percent, or a total of $147.3 million for 1995-96.

         Virginia Biotechnology Research Park.

         The Research Park begins 1995 with a four-building, 
         $66- million current development program. All the 
         required public/private commitments to move forward 
         are in place. Construction of the $20-million Phase 
         I Complex, being built on land granted to the 
         Research Park Authority by VCU, is on schedule to 
         be completed in October of 1995. A total of 42 
         percent of the leasable areas of Biotech One is 
         committed by letters of intent. And the beginning 
         of construction has attracted a new wave of tenant 
         prospects.

         A budget proposal has been introduced in the Gener- 
         al Assembly for $200,000 in state funding for 
         Research Park operations for the period January 
         1996 to June 1996.

         Mr. Meador reported for the Academic Policy Commit- 

     tee. The Report on Posthumously Awarding Degrees was 

     presented. In response to requests from VCU constituents 

     to award degrees to students who die before completing all 

     degree requirements, a formal University review process was 

     initiated to examine the institution of a policy to govern 

     the awarding of posthumous degrees. The proposed policy 

     was reviewed and approved by appropriate governance and 

     advisory groups within the University. The Proposed Policy 

     for Awarding Degrees Posthumously was not recommended by 

     the Committee to the Board of Visitors for approval; in- 

     stead, the Committee recommended the policy be used as 

     guidelines to be followed by the faculty and deans of the 

     schools.

         The Report on the School of Nursing Department

     Structure was presented. Recommendations have been made to

                 5

    decrease the number of departments in the School of Nursing 
    from four to three departments to include Adult Health, 
    Maternal Child Health, and Nursing Systems, Community and 
    Psychiatric Mental Health. The purpose of restructuring 
    the departments is to ensure that the school was organized 
    in a manner that brings faculty together in ways that 
    enhance development of practice, teaching, and scholarly 
    work and to support the University's Strategic Direction 
    #11 that calls for streamlining administrative services to 
    ensure efficiency and quality.
        The Report on Information Technology was presented. 
    Since the appointment of a Vice Provost for Information 
    Technology at VCU on October 1, 1994, numerous initiatives 
    have been developed and implementation of previously estab- 
    lished initiatives has commenced in support of Strategic 
    Direction #8 that calls for significantly upgrading the 
    uses of information technology.
        Mr. Framme reported for the Advancement Committee. 
    The Legislative Update was presented. The Governor has in- 
    cluded in the budget recommendations funding for the School 
    of Engineering and increases in Medicare funding. VCU is 
    optimistic that the University will attain use of the old 
    State Library Building with the exception of the first 
    floor. VCU will participate, with other institutions of 
    higher learning, in the submission of a mega amendment that 
    would restore funding cuts. The amendment will include 
    full-funding for the Generalist Initiative and state funded

                 6



    salary increases. The Jefferson Group continues to 

    strengthen the University's federal agenda. Administra- 

    tors, community leaders and Board members have been invited 

    to the State of the Union address reception in the Rayburn 

    building in Washington, D.C. on Tuesday, January 24. 

    Congressman Bliley is currently working on obtaining $10 

    million in funds which will allow the University to pur- 

    chase the Biotechnology Research Park property. The feder- 

    al groups have obtained funding for the RETEN Program which 

    would also enable the University and the City to integrate 

    the delivery of employment and training.

        The Gift Solicitation Policy was presented. 

    Guidelines are needed to organize and streamline multiple 

    solicitations of the same foundation or funding source. 

    The policy will ensure the full coordination of larger 

    solicitations and provide a disciplined system of prospect 

    management, registration and planning.

        Mr. Weinberg reported for the Finance and Invest- 

    ment Committee. The following Bond Resolutions were pre- 

    sented:

    DECLARATION OF OFFICIAL INTENT BY VIRGINIA COMMONWEALTH 
    UNIVERSITY TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF 
    VIRGINIA COMMONWEALTH UNIVERSITY TAX-EXEMPT BONDS FOR 
    CERTAIN EXPENDITURES TO BE MADE IN CONNECTION WITH THE 
    ACQUISITION, CONSTRUCTION AND EQUIPPING OF A MEDICAL SCI- 
    ENCES BUILDING

        WHEREAS, The United states Department of the Trea- 
    sury has promulgated final regulations in 26 CFR Section 
    1.103-18 (the "IRS Regulations") governing when the alloca- 
    tion of bond proceeds to reimburse expenditures previously 
    made by an issuer shall be treated as an expenditure of 
    bond proceeds; and

                         7



            WHEREAS, the IRS Regulations, which are effective 
       for bonds issued after March 2, 1992, require a declaration 
       of official intent by an issuer to provide evidence that, 
       on or prior to the date of payment of expenditures, the 
       issuer intended to reimburse such expenditures with pro- 
       ceeds of its bonds; and

            WHEREAS, Virginia Commonwealth University (The 
       "University") issues bonds, from time to time, as author- 
       ized by the General Assembly of Virginia, pursuant to 
       Article X, Section 9(d) of the Constitution of Virginia 
       (The "VCU Bonds"); and

            WHEREAS, the University reasonably expects to 
       finance the acquisition, construction and equipping of a 
       Medical Sciences Building (The "Medical Sciences Building") 
       as authorized by the General Assembly of Virginia in Chap- 
       ter 921 of the 1990 Reconvened Session of the Virginia Acts 
       of Assembly.

            NOW, THEREFORE, BE IT RESOLVED THAT, pursuant to 
       the IRS Regulations, the Board of Visitors of the Universi- 
       ty hereby declares its intention to reimburse expenditures 
       in accordance with the following:

            1. The University reasonably expects to reimburse 
               expenditures, as described below, with pro- 
               ceeds of VCU Bonds to be issued by the Univer- 
               sity, as authorized by the General Assembly of 
               Virginia in Chapter 921 of the 1990 Reconvened 
               Session of the Virginia Acts of Assembly.

            2. The expenditures to be reimbursed by the 
               issuance of VCU Bonds are those expenditures 
               made for the acquisition, construction and 
               equipping of the Medical Sciences Building.

            3. The maximum principal amount of bonds expected 
               to be issued for the purpose of reimbursing 
               such expenditures relating to the Medical 
               Sciences Building does not exceed $6,098,500, 
               exclusive of issuance costs, reserve funds, 
               and other financing expenses.

            4. This declaration of official intent shall be 
               available for public inspection at the office 
               of the Controller of the University immediate- 
               ly after the date hereof and shall remain 
               available for public inspection on a reason- 
               able basis until the date of issue of all VCU 
               Bonds issued to finance the Medical Sciences 
               Building.

                   8



         The undersigned Executive Assistant to the Presi- 
     dent and Board of Visitors hereby certifies that the fore- 
     going is a true, correct and complete copy of a resolution 
     adopted by the Board of Visitors of Virginia Commonwealth 
     University at a meeting duly called and held on January 19, 
     1995, and that such resolution is in full force and effect 
     on the date hereof.

     DECLARATION OF OFFICIAL INTENT BY VIRGINIA COMMONWEALTH 
     UNIVERSITY TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF 
     VIRGINIA COMMONWEALTH UNIVERSITY TAX-EXEMPT BONDS FOR 
     CERTAIN EXPENDITURES TO BE MADE IN CONNECTION WITH THE 
     ACQUISTION, CONSTRUCTION AND EQUIPPING OF A FINE ARTS 
     CENTER.

         WHEREAS, The United States Department of the Trea- 
     sury has promulgated final regulations in 26 CFR Section 
     1.103-18 (the "IRS Regulations") governing when the alloca- 
     tion of bond proceeds to reimburse expenditures previously 
     made by an issuer shall be treated as an expenditure of 
     bond proceeds; and

         WHEREAS, the IRS Regulations, which are effective 
     for bonds issued after March 2, 1992, require a declaration 
     of official intent by an issuer to provide evidence that, 
     on or prior to the date of payment of expenditures, the 
     issuer intended to reimburse such expenditures with pro- 
     ceeds of its bonds; and

         WHEREAS, Virginia Commonwealth University (the 
     "University") issues bonds, from time to tine, as author- 
     ized by the General Assembly of Virginia, pursuant to 
     Article X, Section 9(d) of the Constitution of Virginia 
     (The "VCU Bonds"); and

         WHEREAS, the University reasonably expects to 
     finance the acquisition, construction and equipping of a 
     Fine Arts Center, Phase III (the "Fine Arts Center") as 
     authorized by the General Assembly of Virginia in Chapter 
     994 of the 1993 Virginia Acts of Assembly.

         NOW, THEREFORE, BE IT RESOLVED THAT, pursuant to 
     the IRS Regulations, the Board of Visitors of the Universi- 
     ty hereby declares its intention to reimburse expenditures 
     in accordance with the following:

         1. The University reasonably expects to reimburse 
            expenditures, as described below, with pro- 
            ceeds of VCU Bonds to be issued by the Univer- 
            sity, as authorized by the General Assembly of 
            Virginia in Chapter 994 of the 1993 Virginia 
            Acts of Assembly.

         2. The expenditures to be reimbursed by the

                  9



           issuance of VCU Bonds are those expenditures 
           made for the acquisition, construction and 
           equipping of the Fine Arts Center.

        3. The maximum principal amount of bonds expected 
           to be issued for the purpose of reimbursing 
           such expenditures relating to the Fine Arts 
           Center does not exceed $2,881,300, exclusive 
           of issuance costs, reserve funds, and other 
           financing expenses.

        4. This declaration of official intent shall be 
           available for public inspection at the office 
           of the controller of the University immediate- 
           ly after the date hereof and shall remain 
           available for public inspection on a reason- 
           able basis until the date of issue of all VCU 
           Bonds issued to finance the Fine Arts Center.

        The undersigned Executive Assistant to the Presi- 
    dent and Board of Visitors hereby certifies that the fore- 
    going is a true, correct and complete copy of a resolution 
    adopted by the Board of Visitors of Virginia Commonwealth 
    University at a meeting duly called and held on January 19, 
    1995, and that such resolution is in full force and effect 
    on the date hereof.

    DECLARATION OF OFFICIAL INTENT BY VIRGINIA COMMONWEALTH 
    UNIVERSITY TO REIMBURSE EXPENDITURES FROM THE PROCEEDS OF 
    VIRGINIA COMMONWEALTH UNIVERSITY TAX-EXEMPT BONDS FOR 
    CERTAIN EXPENDITURES TO BE MADE IN CONNECTION WITH THE 
    ACQUISITION, CONSTRUCTION AND EQUIPPING OF RECREATIONAL 
    FACILITIES


        WHEREAS, The United States Department of the Trea- 
    sury has promulgated final regulations in 26 CFR Section 
    1.103-18 (the "IRS Regulations") governing when the alloca- 
    tion of bond proceeds to reimburse expenditures previously 
    made by an issuer shall be treated as an expenditure of 
    bond proceeds; and

        WHEREAS, the IRS Regulations, which are effective 
    for bonds issued after March 2, 1992, require a declaration 
    of official intent by an issuer to provide evidence that, 
    on or prior to the date of payment of expenditures, the 
    issuer intended to reimburse such expenditures with pro- 
    ceeds of its bonds; and

        WHEREAS, Virginia Commonwealth University (the 
    "University") issues bonds, from time to time, as author- 
    ized by the General Assembly of Virginia, pursuant to 
    Article X, Section 9(d) of the Constitution of Virginia 
    (the "VCU Bonds"); and

                    10



         WHEREAS, the University reasonably expects to 
     finance the acquisition, construction and equipping of a 
     Recreation Center, Phase III (the "Recreation Center 
     Project") as authorized by the General Assembly of Virginia 
     in Chapter 996 of the 1994 Virginia Acts of Assembly.

         NOW, THEREFORE, BE IT RESOLVED THAT, pursuant to 
     the IRS Regulations, the Board of Visitors of the Universi- 
     ty hereby declares its intention to reimburse expenditures 
     in accordance with the following:

         1. The University reasonably expects to reimburse 
            expenditures, as described below, with pro- 
            ceeds of VCU Bonds to be issued by the Univer- 
            sity, as authorized by the General Assembly of 
            Virginia in Chapter 996 of the 1994 Virginia 
            Acts of Assembly.

         2. The expenditures to be reimbursed by the 
            issuance of VCU Bonds are those expenditures 
            made for the acquisition, construction and 
            equipping of the Recreation Center Project.

         3. The maximum principal amount of bonds expected 
            to be issued for the purpose of reimbursing 
            such expenditures relating to the Recreation 
            Center Project does not exceed $9,692,000, 
            exclusive of issuance costs, reserve funds, 
            and other financing expenses.

         4. This declaration of official intent shall be 
            available for public inspection at the office 
            of the Controller of the University immediate- 
            ly after the date hereof and shall remain 
            available for public inspection on a reason- 
            able basis until the date of issue of all VCU 
            Bonds issued to finance the Recreation Center 
            Project.

         The undersigned executive Assistant to the Presi- 
     dent and Board of Visitors hereby certifies that the fore- 
     going is a true, correct and complete copy of a resolution 
     adopted by the Board of Visitors of Virginia Commonwealth 
     University at a meeting duly called and held on January 19, 
     1995, and that such resolution is in full force and effect 
     on the date hereof.

         The Request for Proposals for the University Food 

     Services was presented. The Request for Proposals solicits 

     vendor responses for traditional board plan dining servic- 

     es, catering, vending and food services open to students

                  11

    and the general public. The current contract for food 
    services with ARAMARK Campus Dining Services will terminate 
    on June 30, 1995.
        The Governor's Budget Recommendations, the Univer- 
    sity Financial Statements for Fiscal Year 1994 and the 
    Summary Report of Affiliated Foundations for Fiscal Year 
    1994 were reviewed.
        Dr. Gilmer reported for the Health Affairs Commit- 
    tee. The Hospital finances were presented. The financial 
    statistics for the five months ending November 30, 1994, 
    were reviewed. Consistent with changes occurring to inpa- 
    tient volume in the health care industry, the Hospital 
    experienced continued decreases in patient days and admis- 
    sions for the period. Excess of revenues over expenses was 
    $3.4M compared to a budget of $4.7M.
        Financial statistics for the six months ending 
    December 31, 1994, show a continued decrease in patient 
    volume. The statistics translate into total operating 
    income of $183.9M compared to the budget of $188.7M and 
    total expenses of $181.7M compared to a budget of $185.1M.
        An update on the re-engineering activities was pre- 
    sented. Re-engineering is a process begun last fiscal year 
    which targeted a $68 million, 20% reduction in the Hospi- 
    tals expense base. Phase II has been completed. Cost and 
    service targets for improvement have been established. 
    Phase III, the Redesigned Phase, began in December and is 
    expected to be completed by January 30, 1995.


                 12

        An organization restructuring team is evaluating 
    the Hospitals' management structure. The team is working 
    to redesign the management structure and propose a revised 
    organizational chart in early 1995.
        The Revised 1995 Operating Budget was presented. 
    The health care reform and the resulting reduced patient 
    volume will necessitate a periodic revision to the Hospi- 
    tals' budget. Revised projections for fiscal 1995 indicate 
    lower volume resulting in reduced income to the Hospitals. 
    The reduced volume, when coupled with a conversion of 
    Medicaid Disproportionate Share dollars, will result in a 
    reduction of $(6.1) million of revenues for the Hospital. 
    The effect of the recommended budget revisions is a reduc- 
    tion in the Hospitals' operating bottom line of $(1.7) 
    million, decreasing the budgeted 1995 bottom line from $6.6 
    million to $4.9 million.
        The Governor's Incentive Separation Plan - Health 
    Care Providers was presented. Governor Allen's Executive 
    Order Number Thirty-Eight (94) includes a plan to provide 
    incentives to classified employees for Voluntary Separa-
    tion. MCV Hospitals is seeking approval to implement the 
    same policy for health care provider (HCPs) employees. 
    Offering the same plan to HCPs will assist MCV Hospitals 
    with re-engineering efforts and maintain equity between 
    both sets of hospital employees.
        Mr. Townes reported for the Property Committee.

                 13

    The Architect Selection for the Tompkins-McCaw Library was 
    presented. The project will provide 11,526 GSF of space to 
    be constructed within an existing structural concrete 
    framework and beneath existing enclosed library space. The 
    construction budget is $853,000 with a total budget of 
    $1,592,900. The firm recommended for the project is Wright 
    Jones Wilkerson Rothschild Boynton Architects, PC.
        Project plans for four capital projects were re- 
    viewed. The project plans for the Main Hospital Emergency 
    Room Renovations were presented. The project consists of 
    improvements to 8,900 GSF of the entrance and interior of 
    the existing MCVH Emergency Room to provide separate ambu- 
    lance and ambulatory patient entrances to increase patient 
    care efficiencies.
        The Project Plans for the Outpatient Parking Deck 
    were presented. The purpose of the project is for conve- 
    nient and proximate parking for outpatients receiving ser- 
    vices in the Nelson Clinic/Ambulatory Care Center area of 
    the MCV Campus.
        The Project Plans for the MCV Alumni House, Phase 
    II, were presented. The purpose of the project is for 
    construction of Phase II of the MCV Alumni House that will 
    provide much needed meeting and conference space. The 
    three-story addition will expand the meeting capabilities 
    and take advantage of the existing elevator and parlors for 
    meetings, conferences, and educational needs.

                 14

        The Project Plans for the Fine Arts Center were 
    presented. The Fine Arts Center will consolidate into one 
    distinctive set of buildings a majority of the fine arts 
    programs in the School of the Arts from various sites on 
    and off the Academic Campus. Approximately 149,370 GSF 
    will be constructed or renovated. The administration was 
    requested to look at further design options for the 
    project. Board members expressed concern that the build- 
    ing, as presently designed, did not look like a signature 
    building for a very important corner of the campus 
    (Belvidere and Main Streets.) The approval of the project 
    plans for the new Fine Arts Center was deferred until the 
    March, 1995, meeting.
        Mr. Arenstein reported for the Student Affairs 
    Committee. The Follow-up Report on Crime and Safety Issues 
    was presented. As a follow-up to information presented and 
    discussed at the November 1994 meeting of the Student 
    Affairs Committee regarding crime at VCU, a marketing plan 
    to promote a more positive image of VCU as a safe learning 
    environment was discussed.
        The Report on the Implementation of the Sexual 
    Misconduct Policy was presented. The presentation was 
    given in response to a special request of the Board of 
    Visitors for an overview of the implementation of the
    policy adopted by VCU in May 1994.
        The Follow-up Report on Summer School Enrollments 
    was presented. Anticipated enrollment trends for 1995

                 15



    Summer Studies, an overview of marketing efforts for the 

    session, and initiatives implemented for improving the 

    efficiency and cost-effectiveness of the program were 

    discussed.

        On motion made and seconded, the following items 

    from the Consent Agenda were approved:

        Ad Hoc Committee on Joint Venturing
          Minutes of a Meeting held November 16, 1994 
        Board of Visitors
          Minutes of a Meeting held November 17, 1994 
        Academic Policy Committee
          Minutes of a Meeting held November 16, 1994 
          School of Nursing Department Structure 
        Advancement Committee
          Minutes of a Meeting held November 16, 1994 
          Approval of Gift Solicitation Policy 
        Audit Committee
          Minutes of a Meeting held November 17, 1994 
        Finance and Investment Committee
          Minutes of a Meeting held November 16, 1994 
          Bond Resolution - Intent to Reimburse 9(d)
            Bonds for Medical Sciences Building 
          Bond Resolution - Intent to Reimburse 9(d)
            Bonds for Fine Arts Center
          Bond Resolution - Intent to Reimburse 9(d) 
            Bonds for Recreation Facilities
          Request for Proposals - University Food 
            Services
        Health Affairs Committee
          Minutes of a Meeting held November 16, 1994 
          Governor's Incentive Separation Plan - Health 
            Care Providers
          Revised 1995 Operating Budget
        Property Committee
          Minutes of a Meeting held November 16, 1994 
          Architect Selection - Tompkins-McCaw Library 
          Project Plans for Main Hospital Emergency Room
            Renovations
          Project Plans for Outpatient Parking Deck 
          Project Plans for MCV Alumni House, Phase II 
          Project Plans for the Ambulatory Care Center -
            5th and 6th Floors
        Student Affairs Committee
          Minutes of a Meeting held November 16, 1994

    On motion made and seconded, the items on the Consent 

    Agenda for Information were accepted.

                16

        On motion made and seconded, Lawrence H. Framme, 
    III was appointed for a one-year term to represent the 
    Board of Visitors on the University Intellectual Property 
    Foundation.
        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 perfor- 
    mance of departments or schools of VCU where such matters 
    regarding such individuals might be affected by such evalu- 
    ation including the Faculty Appointments and Changes in 
    Status and Other Personnel Actions, Full and Consultative 
    Hospital Privileges, Housestaff Salary Increases and VCU 
    Financial Arrangements for School of Medicine Faculty, the 
    Faculty Performance Based University Financial Incentive 
    Program - School of Medicine and a Report on the Blackstone 
    Family Practice, and to discuss legal matters and probable 
    litigation with its attorney including the aforementioned 
    Audit Reports as may be necessary, and to discuss the 
    condition, acquisition or use of real property for public 
    purpose, or of the disposition of publicly held property, 
    or of plans for the future of a state institution of higher 
    education which could affect the value of property owned or 
    desirable for ownership by such institution including a 
    discussion and consideration of contractual and/or other 
    legal relationships involving MCV Hospitals, and to discuss 
    matters relating to gifts, bequests, and fundraising activ-

                              17



        ities including the Development Report and the VCU Founda- 

       tion Resolution: Management Principles and Guidelines and 

       the approval of the Named Funds Report as authorized by 

       Section 2.1-344 a(1), a(3), 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 busi- 
       ness matters lawfully exempted from open meeting require- 
       ments 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 convening 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        X
       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               X
       Mr. Stuart C. Siegel                X
       Dr. Lindley T. Smith                X
       Ms. Eva S. Teig                     X
       Mr. Clarence L. Townes, Jr.         X
       Dr. David A. Vaughan                X
       Ms. Sandra Adair Vaughan            X
       Mr. Jay M. Weinberg                 X
       Dr. Percy Wootton               Left before voting

                       18




      VOTE:

      Ayes: 14
      Nays: 0

      ABSENT DURING MEETING: 0 
      ABSENT DURING VOTING: 2

      On motion made and seconded, the Board accepted the Report 

      of the President; approved Faculty appointments and Changes 

      in Status and Other Personnel Actions, the Full and Consul- 

      tative Hospital Privileges; the Recommendations of the 

      Named Funds Report, the Use of the Name of the University 

      by the VCU Foundation in Conjunction with Non-Credit Pro- 

      grams Sponsored by the Foundation as Fund-Raising Opportu- 

      nities; the Housestaff Salary Increases, the VCU Financial 

      Arrangements for School of Medicine Faculty, the Faculty 

      Performance Based University Financial Incentive Program - 

      School of Medicine; the Acquisition of the Blackstone 

      Family Practice; accepted the Development Report; approved 

      the Establishment of University Health Services, Inc. with 

      Messrs. Flippen and Weinberg abstaining and Mr. Meador 

      opposing; the Undertaking of a Joint Venture between Uni- 

      versity Health Services, Inc. and MCV-VCU Hospitality 

      House, Inc. with Messrs. Flippen and Weinberg abstaining; 

      the appointment of Sandra Adair Vaughan as the Director of 

      University Health Services, Inc. for a term which will 

      expire on June 30, 1995; and approved the awarding of the 

      Presidential Medallion to Ms. Louise Jones Posthumously 

      during Commencement Ceremonies.

           The meeting was adjourned at 12:45 p.m.

              Harry I. Johnson , Jr., Secretary19