MINUTES OF A SPECIAL MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
July 25, 1996
A Special Meeting of the Board of Visitors of Virginia Commonwealth Uni-
versity was held on Thursday, July 25, 1996, at 9 a.m. in the University Meeting
Center.
Present were Messrs. Siegel (Rector), DeRusha, Flippen, Marcus,
Markel, Rigsby, Smith, Townes and Weinberg; Drs. Perkinson, Smith, Vaughan
and White; and Mrs. Powell. Ms. Vaughan and Dr. Wootton were absent.
Also present were Drs. Trani, Dewey, Harris, Jones, Kennedy, Kontos, Rhone,
Toscan and Wnek; Messrs. Bunce, Fischer, Gehring, Hekman, Ross, Timmreck
and Wyeth; and Mesdames Balmer, Burnside, Chinnici, Harber and Messmer.
Mr. Fred Cox from Marcellus Wright Cox & Smith Architects, PC was also pres-
ent.
Mr. Siegel called the meeting to order and introduced members of the
press. Mr. Siegel welcomed the new Board members. Present were Dr. Perkin-
son and Messrs. Marcus, Rigsby and Smith.
The report of the President followed:
The President presented an update on Student Enrollment. The high-
lights are:
Over the past 10 years, enrollment at VCU has increased nine percent. There
were 19,641 students enrolled in Fall 1986 and 21,349 students enrolled in Fall
1995, an increase of 1,708.
VCU is anticipating approximately 22,035 students for Fall 1996, the first overall
enrollment increase in four years.
After a steady decline in the size of the freshman class in the late 1980s, the
size of the incoming Fall 1996 freshman class is expected to increase for the
fifth year in a row. After modest increases over the last three years, the Fall
1996 freshman class size is expected to increase by 200 students to approxi-
mately 1,896 students, making the freshman class the largest since Fall 1987.
After declines among on-campus undergraduate enrollments in the early 1990s
due largely to smaller freshman classes from the previous years, enrollments are
anticipated to increase for Fall 1996 and continue to increase through the re-
mainder of the decade and into the next decade. Larger freshman classes and
enhanced efforts to increase undergraduate retention are expected to increase
the level of undergraduate enrollments in the future.
On-campus graduate students enrollments have increased from 2,843 students
in the fall 1986 to 3,649 students in Fall 1995, an increase of 806 students, or
28 percent.
While on-campus special graduate students (non-degree seeking) have re-
mained fairly constant at 825 students, special undergraduate student enroll-
ments have declined steadily for eight years. Over ten years, special under-
graduate enrollments decreased from 2,674 in Fall 1986 to 1,749 students in
Fall 1995, a decline of 925 students (35 percent). Rising tuition has been a ma-
jor factor in the decline, as have diminishing corporate and agency tuition reim-
bursements for employees. Competition from other universities and training
programs has also been another factor in the decrease in special undergradu-
ates.
Off-campus enrollments have increased from 945 students in the Fall 1986 to
1,663 students in Fall 1995, a 76 percent increase.
On motion made and seconded, the following items from the Consent Agenda
were approved:
Resolution - Transfer of General Obligation Bond Funds from Tompkins-McCaw
to West Hospital:
WHEREAS Chapters 894 and 896 of the 1992 Virginia Acts of Assembly (the
"Act") authorize the issuance of general obligation bonds pursuant to Section
9(b) of Article X of the Constitution of Virginia (the "Bonds"), which Act became
effective upon an affirmative vote of a majority of voters thereon November 3,
1992; and
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WHEREAS Section 2 of the Act provides that the proceeds of the Bonds shall be
used for certain projects for Virginia Commonwealth University, including proj-
ects entitled "Improvements: Tompkins-McCaw Library Addition (14775)" in the
amount of $1,592,900 and "Improvements: West Hospital Renovations (14034)"
in the amount of $2,457,700; and
WHEREAS the project budget for the West Hospital Renovations project is in-
sufficient for the anticipated scope of improvements and the Tompkins-McCaw
Library Addition project has been delayed pending occupancy of the Old State
Library and Archives Building; and
WHEREAS Section 2 of the Act permits the governing board of an institution to
request that the Governor or his designee increase or decrease allocation to any
capital project for such institution, within the total amount allocated for such insti-
tution; and
WHEREAS Executive Order Number Sixty (92), executed by the Governor De-
cember 21, 1992, delegates to the Director of the Department of Planning and
Budget the powers and duties conferred to the Governor pursuant to Sections 2
and 9 of the Acts;
NOW, THEREFORE, BE IT RESOLVED by the Board of Visitors of Virginia
Commonwealth University that the President of the University is empowered to
request the Director of the Department of Planning and Budget to transfer the
remaining general obligation bond allocation, totaling $1,553,104, from the
Tompkins-McCaw Library Addition project (14775) to the West Hospital Renova-
tions project (14034), pursuant to Section 2 of the Act.
Resolution - For the Conveyance of Real Estate by Virginia Commonwealth
University to the Virginia Commonwealth University School of Engineering
Foundation
WHEREAS, the Board of Visitors of Virginia Commonwealth University (the
"University") recognizes the multiple benefits accruing to the Commonwealth of
Virginia and to the University resulting from the establishment of the Virginia
Commonwealth University School of Engineering (the "Project") and desires to
facilitate the construction of the Project on the Academic Campus of the
University on the block in the City of Richmond bounded on the north by West
Main Street, on the South by West Cary Street, on the east by South Belvidere
Street and on the west by South Pine Street (the "Site"); and
WHEREAS, the University owns the majority of the northern half of the Site
(designated as 601-621 West Main Street and 1-9 South Pine Street), and a
portion of the southern half of the Site (designated as 11-15 South Pine Street)
(collectively, the 'VCU Parcel"); and
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WHEREAS, the Virginia Commonwealth University Real Estate Foundation (the
"Real Estate Foundation") owns the majority of the southern half of the Site
(designated as 600-620 West Cary Street, 10-14 South Belvidere Street and 17-
29 South Pine Street); and
WHEREAS, in order to expedite the construction of the Project, the 1996
General Assembly authorized the University to enter into a written agreement
with the Virginia Commonwealth University School of Engineering Foundation
(the "Engineering Foundation") to design, construct and finance the Project; and
WHEREAS, the Engineering Foundation is willing to undertake the responsibility
for the construction of the Project and, in conjunction therewith, to assume
responsibility for all construction costs and debt issuances expenses in excess
of the proceeds of a $23,890,000 general revenue pledge bond issue (the
"Series 1996 Bonds") to be undertaken by the University to finance the Project
plus the costs for the "clean room" paid by the Commonwealth and, in that
context, to reimburse the University for debt service on the Series 1996 Bonds
issued to finance the Project; and
WHEREAS, in order to take advantage of the benefits offered by having the
Engineering Foundation serve as developer of the Project, including the
expedited construction advantages and assumption of the obligations to pay
both construction costs and debt service on the Series 1996 Bonds, the Board of
Visitors of the University desires to transfer the VCU Parcel to the Engineering
Foundation; and
WHEREAS, the Real Estate Foundation similarly is prepared to transfer title to
the remainder of the Site owned by the Real Estate Foundation to the
Engineering Foundation.
NOW, THEREFORE, BE IT HEREBY RESOLVED by the Board of Visitors of the
University that the University is hereby authorized and directed, when and as
approved by the President, to:
(a) Transfer and convey the VCU Parcel to the Engineering
Foundation (upon receipt of the Governor's approval) and upon the
completion of the Project, lease the entire Project from the
Engineering Foundation pursuant to terms to be agreed by the
President; and
(b) Enter into a project development and financing agreement to
provide the Engineering Foundation with the responsibility for
construction of the Project and requiring the Engineering
Foundation to pay both debt service and cost overruns for the
Project and to provide for the use of the Project as the VCU School
of Engineering; and
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BE IT FURTHER RESOLVED, that the President of the University is hereby
authorized and empowered to: (a) seek approval from the Governor of the
Commonwealth of Virginia for the transfer to the Engineering Foundation of the
portion of the Site owned by the University, and (b) execute all contracts,
agreements, deeds, bills of sale, leases, affidavits, certificates and settlement
documents that the President (upon the advice of counsel) deems appropriate in
order to consummate the transactions authorized by this resolution; and
BE IT FURTHER RESOLVED, that the University hereby concurs with the
decision of the Board of Directors of the Real Estate Foundation to sell and
transfer the portions of the Site owned by the Real Estate Foundation to the
Engineering Foundation.
Also approved was the Request for Proposals for a Human Resources Informa-
tion System for MCVH
The Master Site Plan was presented. Through the Master Site Plan
process, Virginia Commonwealth University has articulated solutions linking
planning visions of the City of Richmond and the Commonwealth along the
Broad Street Corridor.
The primary goal of the 1996 Master Site Plan has been to clearly capture
and project the essence of the University in terms of the strategic program and
physical development. The vision reflects the future academic direction of the
institution. On motion made and seconded, the following Resolution on the
Master Site Plan was approved:
WHEREAS agencies and instrumentalities of the Commonwealth of Virginia are
required to submit to the Commonwealth's Division of Engineering and Buildings
of the Department of General Services, for its approval, a Master Site Plan for its
current and future land use; and
WHEREAS Virginia Commonwealth University recently has concluded a review
and update of its Master Site Plan for the Academic and Medical College of Vir-
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ginia campuses of Virginia Commonwealth University, identified as the 1996
Master Site Plan; and
WHEREAS the 1996 Master Site Plan has been presented to and reviewed by
the Board of Visitors of Virginia Commonwealth University; and
WHEREAS the Board of Visitors of Virginia Commonwealth University find the
1996 Master Site Plan to be acceptable;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Visitors of Virginia
Commonwealth University that the 1996 Master Site Plan for Virginia Common-
wealth University is hereby adopted and approved for submission to the Com-
monwealth's Division of Engineering and Buildings of the Department of General
Services.
Mr. Siegel reported for the Board Nominating Committee for Officers and
the Executive Committee consisting of Messrs. Siegel, DeRusha, Flippen and
Dr. Smith. The Committee recommended the following slate: Jay M. Weinberg,
Vice Rector; Edward L. Flippen, Secretary; and Diane Linen Powell and
Clarence L. Townes as members-at-large. On motion made and seconded, the
slate of officers were elected.
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 affected by such evaluation as authorized by Section 2.1-344 a(1) 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
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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 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. Stuart C. Siegel, Rector X
Mr. William C. DeRusha X
Mr. Edward L. Flippen X
Mr. M. Boyd Marcus, Jr. X
Mr. Steven A. Markel X
Dr. W. Baxter Perkinson, Jr. X
Ms. Diane Linen Powell X
Mr. Robert E. Rigsby X
Dr. Lindley T. Smith X
Mr. Ted L. Smith X
Mr. Clarence L. Townes, Jr. X
Dr. David A. Vaughan X
Ms. Sandra M. Adair Vaughan Absent
Mr. Jay M. Weinberg X
Dr. H. George White, Jr. X
Dr. Percy Wootton Absent
Vote:
Ayes: 14
Nays: 0
ABSENT DURING MEETING: 2
ABSENT DURING VOTING: 2
On motion made and seconded, the Board approved the Faculty Appoint-
ments and Changes in Status and other Personnel Actions as amended, the
Medical Staff Appointments and the Legal Issues involving the Affiliation Agree-
ment between the MCVH Authority and VCU.
The meeting was adjourned at 12 noon.
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Stuart C. Siegel, RectorEdward L. Flippen, Secretary
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