Minutes of a Meeting of the
Executive Committee of the
Board of Visitors of
Virginia Commonwealth University
October 14, 1996
A meeting of the Executive Committee of the Board of Visitors was held
on Monday, October 14, 1996, at 3 p.m. in the conference room located at 910
West Franklin Street.
Present were Messrs. Siegel, Flippen and Weinberg. Mr. Markel was also
present. Mrs. Powell and Mr. Townes were absent. Also present were Dr. Trani;
Messrs. Pope, Ross, Timmreck, and Wyeth; and Mesdames Price and Yount.
Mr. Seigel called the meeting to order. The Financing Plan for the School
of Engineering Project was presented. The 1996 Virginia Acts of Assembly
(Chapter 912, approved April 17, 1996) authorizes Virginia Commonwealth Uni-
versity to enter into a written agreement with the School of Engineering Founda-
tion to design, construct and finance the School of Engineering project. The
School of Engineering Foundation will assume responsibility for all construction
costs and debt issuance expenses in excess of bond proceeds and shall reim-
burse the University for debt service on the bonds issued by the University to fi-
nance the project. In addition, the General Assembly and the Governor ap-
proved, consistent with the economic incentive package offered to Motorola,
$11,000,000 from the 21st Century College Trust Fund for construction of clean
room training facilities as part of the new School of Engineering Building. The
funds will come from proceeds of bonds issued by the Virginia College Building
Authority. Neither the University nor the Foundation will be liable to pay the
VCBA Bonds. On motion made and seconded, the Financing Plan for the
School of Engineering Project was approved.
On motion made and seconded, the Resolution for Authorizing and Se-
curing General Revenue Pledge bonds, Series 1906A in a Principal Amount not
to exceed $26,000,000, and General Revenue Pledge Bonds, Series 1996B in a
Principal Amount not to exceed $22,000,000, was approved, subject to compli-
ance to conditions in the Resolution. (see attached.)
On motion made and seconded, the following Resolution Authorizing the
Issuance of Bonds for the School of Engineering and the Siegel Center Projects and
Related Actions:
WHEREAS, Chapter 6.1, Title 23 of the Code of Virginia of 1950, as amended (the
"Virginia Code"), creates Virginia Commonwealth University (the "University"),
which is governed by a Board of Visitors (the "Board") vested with the supervision,
management and control of the University; and
WHEREAS, Section 23-50.9 of the Virginia Code directs the Board to designate
an executive committee, which shall perform all duties delegated to it, and
pursuant thereto and to the University's bylaws, the Board has created an
executive committee (the "Executive Committee"); and
WHEREAS, on May 17, 1996, the Board adopted a resolution entitled
"RESOLUTION AUTHORIZING THE EXECUTIVE COMMITTEE OF THE BOARD
OF VISITORS OF VIRGINIA COMMONWEALTH UNIVERSITY TO ADOPT ONE
OR MORE BOND RESOLUTIONS TO PROVIDE FOR THE FINANCING OF THE
ENGINEERING SCHOOL PROJECT AND THE SIEGEL CENTER PROJECT"
(the "Board Resolution"), which authorized the Executive Committee to adopt one
or more bond resolutions, within certain enumerated parameters set forth therein,
providing for the issuance of one or more series of general revenue pledge bonds
to provide funds for the School of Engineering Project (as hereafter defined) and
the Siegel Center Project (as hereafter defined); and
WHEREAS, the Board Resolution further provided that the Executive Committee
shall have the same powers that the Board would have to delegate authority to its
members and to officers of the University in connection with the issuance of the
Bonds; and
WHEREAS, there has been presented to the Executive Committee a bond
resolution (the "Bond Resolution") authorizing the issuance of (a) Virginia
Commonwealth University General Revenue Pledge Bonds, Series 1996A (the
"Series 1996A Bonds" or the "Engineering Bonds"), in an aggregate principal
amount not to exceed $28,000,000, to finance the cost of acquiring, constructing
and equipping a building to house the University's School of Engineering (the
"School of Engineering Project"), and (b) Virginia Commonwealth University
General Revenue Pledge Bonds, Series 1996B (the "Series 1996B Bonds" or the
"Siegel Bonds"), in an aggregate principal amount not to exceed $22,000,000, to
finance the cost of acquiring, constructing and equipping a 7,500 seat
multipurpose convocation, athletic and recreational activities center (the "Siegel
Center Project"); and
WHEREAS, there has been presented to this meeting a plan of finance (the "Plan
of Finance") for the issuance of bonds for the Engineering School Project and at a
prior meeting for the Siegel Center Project and a draft of a preliminary official
statement of the University (the "Preliminary Official Statement") relating to the
Engineering Bonds and the Siegel Center Bonds (collectively, the "Bonds"); and
WHEREAS, the ability of the University to market the Bonds at the lowest possible
interest cost will be enhanced if the University is able to set the terms of the Bonds
and to provide for related covenants and undertakings at the time the Bonds will
be marketed in order to take advantage of then current market conditions and to
maximize the acceptability of the Bonds to investors and bond rating agencies;
and
WHEREAS, the University's flexibility in accomplishing such purposes will be
substantially enhanced by the delegation to the University's Vice President of
Finance and Administration (the "Vice President of Finance") the authority to set
the terms of the Bonds and to provide for related covenants and undertakings
within certain enumerated parameters; and
WHEREAS, the Executive Committee, immediately prior to adopting this
Resolution, adopted the Bond Resolution authorizing the issuance of the Bonds
and providing to the Vice President of Finance the authority to approve the final
terms of the Bonds and similar matters and approve amendments to the Bond
Resolution as provided in Section 9.4 thereof; and
WHEREAS, there has also been presented to this meeting proposed forms of (a) a
Project Development and Financing Agreement (the "Project Agreement")
between the University and the Virginia Commonwealth University School of
Engineering Foundation (the "Foundation"), providing for the construction of the
Engineering School Project by the Foundation and obligating the Foundation to
pay debt service on the Engineering Bonds, and (b) a Deed of Lease (the "Lease")
providing for the lease of the Engineering School Project by the Foundation to the
University.
On motion made and seconded, the Committee convened into executive
session to discuss matters relating to gifts, bequests, and fund-raising activities
as authorized by Section 2.1-344 a(8) of the Virginia Freedom of Information Act.
Following executive session, 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 ses-
sion meeting to which this certification resolution applies, and (ii) only such public
business matters as were identified in the motion convening the executive ses-
sion meeting were heard, discussed or considered by the Executive Committee
of the Board of Visitors of Virginia Commonwealth University.
Roll Call Vote: Ayes Nays
Mr. Stuart C. Seigel, RectorX
Mr. Edward L. Flippen X
Mrs. Diane Linen Powell Absent
Mr. Clarence L. Townes, Jr. Absent
Mr. Jay M. Weinberg X
Vote:
Ayes: 3
Nays: 0
ABSENT DURING MEETING: 2
ABSENT DURING VOTING: 2
Mr. Siegel reported that no actions were taken.
The meeting was adjourned at 4:15 p.m.
