MINUTES OF A REGULAR MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
November 21, 1996
A regular meeting of the Board of Visitors of Virginia Commonwealth Uni-
versity was held on Thursday, November 21,1996, 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 Mesdames Powell and Vaughan. Dr. Wootton was absent.
Also present were Drs. Trani, Dewey, Harris, Hiley, Jones, and Rhone;
Messrs. Timmreck, Bunce, Gehring, Ross and Wyeth; and Mesdames Burnside,
Messmer and Price.
Mr. Siegel called the meeting to order and welcomed members of the
press.
The President's report followed:
Ms. Dietra Trent, Assistant Director of Governmental and Community Relations
was introduced. Ms. Trent is a graduate of Hampton University and received a
master's degree in Public Administration at VCU. Prior to coming to VCU, Ms.
Trent worked for Congressman Robert Scott.
The enrollment figure for the Fall 1996 is 21,681 - a figure well within the three
percent of VCU's official SCHEV projections in terms of both headcount and
FTE. The freshman class shows a significant growth. VCU now has 1,928 first-
time freshmen, 238 more than 1995. The freshman class is VCU's second larg-
est since 1987 when the figure was 1,945. VCU has enrolled 105 engineering
students (84 are freshmen and the remainder are change-of-majors). VCU has
doubled the off-campus enrollment over the past five years.
VCU is anticipating a freshman group of more than 2,000 in the Fall of 1997 - the
largest entering class ever at VCU. Tied to enrollment are important strategic
initiatives in the quality of student life, from better service to students throug
technology to the opening of the Siegel Center in 1998. VCU is also focusing
enrollment on retention -- graduating the students that VCU is bringing into the
University.
A new program for Medical Residents was presented. The program allows
medical students to participate in designated courses using the tuition waiver
policy. Courses begin in November and end no later than mid-December.
Mr. Flippen reported for the Academic Policy Committee. The Committee
met with the Executive Committee of the Faculty Senate. Subjects discussed
were: (1) Academic freedom issues for non-tenured faculty; (2) Graduate School
Bylaws--a proposed change in the role of faculty in relation to the Graduate
Council; (3) Increased faculty understanding of budgeting decisions within the
institution; and (4) Effect of technology on faculty and students and the desire for
greater participation by faculty. Other items discussed included: (1) the role of
the faculty in the retention of students; (2) the relationship of undergraduate and
graduate education; and (3) enhanced communications among faculty and be-
tween administration and the faculty.
A report on Program Closings was presented. Five degree programs were
recommended for closure:
(1) BS in Pharmacy (School of Pharmacy)--The degree was changed to a
Pharm.D.
(2) BA in Psychology (College of Humanities and Sciences)--There was low
enrollment in the BA program. The BS degree will continue.
(3) MEd in Mathematics (School of Education)--The required minimum number of
graduates in a 5-year period required by SCHEV standards was not met.
(4) MS in Pathology (School of Medicine)--The required minimum number of
graduates in a 5-year period required by SCHEV standards was not met.
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(5) MFA in Crafts (School of the Arts)--The required minimum number of gradu-
ates in a 5-year period required by SCHEV standards was not met. The School
of the Arts is developing a proposal to merge various of their individually identi-
fied MFA programs under a new interdisciplinary masters degree.
No new students will be admitted to the programs, but students currently enrolled
will be able to complete the degree. A Profile of Freshmen Enrolled in Fall 1996
was reviewed. The report shows the relationship of freshman applications, ac-
ceptances and enrollments from Fall 1994 through Fall 1996, high school GPA,
SAT, and class rank, and many other facts about VCU's freshman class. The
need to increase the applicant pool was discussed. The concept of a proposed
Teaching Award sponsored by the Board was presented. The Committee
agreed on the concept of the award. The Chair requested Ted L. Smith, Dr.
David Hiley, Dr. Stan Strong, President of the Faculty Senate, and a student,
work on the details of the proposal for presentation at the January, 1997,
Committee meeting.
Mr. DeRusha reported for the Advancement Committee. The report on Ex-
ternal Relations was presented. An External Relations Web Page has been es-
tablished. The address is http://www.vcu.edu/exrel. Mel Elfin, special projects
editor at U.S. News and World Report, responsible for the magazine's "Best
Colleges in America" and "Best Graduate Schools" issues, will visit the VCU
campuses and speak with faculty on December 4. Invited by the News Services
Office, Mr. Elfin will meet with faculty, tour the campuses and meet the students
in the School of Mass Communications. Mr. Elfin will address faculty about how
U.S. News and World Report arrives at the selection for America's top colleges.
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Mr. Markel reported for the Finance and Investment Committee. The
Committee reviewed a financing summary, bond purchase agreement and
offering statement for the Series 1996A and B general revenue pledge bonds.
The University Financial Statements Fiscal Year 1996 (Unaudited) were pre-
sented for information.
Dr. White reported for the Health Affairs Committee. The Hospital Finan-
cials were presented. Inpatient days and admissions exceeded the budget for
the three months ending September 30, 1996. Emergency room visits are below
the budget. Budget reductions in Medicare have not yet occurred, and the in-
creased inpatient volume and improved rate adjustments in contracts over the
budgeted amount, contribute to additional revenue of $1.8M for the period. Ex-
penses continued to be under budget by $1.3M. The above results in an excess
of revenue over expenses of $7.5M compared to a budget of $4.4M.
The statistics for the four months ending 1996 continues to exceed the
budget translating into operating revenue of $131.1M compared to a budget of
$129.7M for a positive variance of $1.4M. Expenses for the four month period of
$123.3M compares to a budget of $124.0M for a positive variance of $.7M. The
result of the above statistics for the four months ending October 31, 1996, is an
excess of revenue over expenses of $7.9M compared to a budget of $5.8M. The
Capital Equipment and Renovations request was presented. The Hospitals FY
97 Capital Budget has requests of $172M over the next several years. Approxi-
mately $41M is considered critical. The Hospitals has funded depreciation avail-
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able in the amount of $14.5M as of September 30, 1996. A committee com-
prised of physicians and medical center administration is prioritizing all requests
and will be recommending the items to be funded. The recommendation is tar-
geted for completion in January, 1997. Due to the large discrepancy between
needed capital and funds available, only the third quarter FY 96 funded depre-
ciation in the amount of $5,022,000 was released, for emergent items, until the
final recommendation is complete.
Mr. Markel reported for the Property Committee. The Project Plans for
ADA Compliance (Handicapped Access) were presented. The project consists
of construction modifications and improvements to a total of seven (7) facilities
on both campuses to enhance access for persons with disabilities. Four (4)
buildings on the Academic Campus and three (3) buildings on the MCV Campus
are addressed. The primary criterion used for determining the priority of the
projects is the volume of use by students, staff, faculty and the general public.
The construction budget for the project is $370,000 with a total project cost of
$538,000. The Project Plans for Sanger Hall Life and Fire Safety were pre-
sented. The purpose of the project is to provide an automatic sprinkler system
for Sanger Hall on the MCV Campus. The installation of an automatic sprinkler
system is considered one of the most economical ways to protect people and
property in a heavily-used facility such as Sanger Hall. The construction budget
is $1,194,900 with a total project cost of $1,658,000. The State (DGS) Guide-
lines for Capital Projects were presented for information. The Notification of
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Contract Award for the MCVAA Alumni House was presented for information.
The 9,087 sf addition to the MCV Alumni House involves minor renovations to
the existing structure along with site renovations. The new addition will provide
meeting, conference and office space. The construction budget is $1,152,000
with a total budget of $1,404,325. Bids came in $341,100 over budget. The Di-
vision of Engineering and Buildings authorized VCU to negotiate with the low
bidder, J.M. Bell, Inc. Negotiations were successful. VCU is awaiting approval
for the State to award the contract to J.M. Bell, Inc. The Amendment of Contract
Award: University Transportation Services/ Virginia Overland was presented for
information. The University has an existing contract with Virginia Overland to
provide transportation services for faculty, staff and students parking in off-
campus locations as well as other transportation services as needed. As part of
the University's restructuring, the previous contract was renegotiated with the
vendor in order to permit privatization of the transportation program. Virginia
Overland now operates all VCU intra-campus transportation routes and inter-
campus routes on evenings and weekends. The contractor is also providing
support for the new VCU Head Start program. The proposed amendment will
increase the annual contract to an estimated value of $650,000. The amend-
ment does not increase the terms of the contract. However, the change requires
Board of Visitors' notification. An update on the VCU 21st Century News Center
was presented for information. The primary goal of the conceptual design is to
encourage interaction and collaboration between students, faculty, and career
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journalists in a light, open and creative environment. Classrooms are not com-
pletely enclosed, but designed to be flexible, providing for innovative teaching
methods and configuration of different seating layouts. The News Center will
contain an internal computer network with connectivity to the University network,
the VCU digital library, and the internet. The construction budget is $2,400,000
with a total project cost of $5,000,000.
The State Capital Budget Submission for the 1997 Session was presented
for information. The following requests have been submitted to the Governor to
be presented to the General Assembly in January, 1997: West Hospital,
Fire/Safety Improvements; Sanger Hall, Deferred Maintenance; the Fine Arts
Center Supplemental Appropriation; the 21st Century News Center; Physical
Plant Storage Facility; and the Track and Soccer Center. The Capital Project
Status Report was presented for information.
Mr. Townes reported for the Student Affairs Committee. The Commit-
tee met with a group of Virginia Commonwealth University students. Subjects
discussed were: (1) Services for evening and commuter students; (2) Security--
perceptions and problems related to crime in the city and the reporting of statis-
tics. Suggestions included increased lighting in dark areas, more security pa-
trols, reporting crime statistics in immediate surrounding areas; (3) Weather poli-
cies; and (4) The need for an intercultural center.
On motion made and seconded, the following items from the Consent
Agenda were approved:
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Board of Visitors
Minutes of a Meeting held September 19, 1996
Academic Policy Committee
Minutes of a Meeting held September 18, 1996
Program Closings
Advancement Committee
Minutes of a Meeting held September 18, 1996
Audit Committee
Minutes of a Meeting held September 19, 1996
Executive Committee
Minutes of a Meeting held October 14, 1996
Finance and Investment Committee
Minutes of a Meeting held September 18, 1996
Bond Resolutions for School of Engineering - University
9D Revenue Pledge Bonds (Ms. Powell and Mr. Flippen
abstained) (see resolution below)
Health Affairs Committee
Minutes of a Meeting held September 18, 1996
Capital Release
Property Committee
Minutes of a Meeting held September 18, 1996
Project Plans for ADA Compliance (Handicapped
Access)
Project Plans for Sanger Hall Life and Fire Safety
Student Affairs Committee
Minutes of a Meeting held September 18, 1996
RESOLUTION OF THE BOARD OF VISITORS OF VIRGINIA COMMON-
WEALTH UNIVERSITY INCREASING THE AUTHORIZED AGGREGATE
PRINCIPAL AMOUNT OF THE UNIVERSITY'S GENERAL REVENUE PLEDGE
BONDS, SERIES 1996A, AND RATIFYING, APPROVING, CONFIRMING AND
ADOPTING THE BOND RESOLUTION ADOPTED BY ITS EXECUTIVE
COMMITTEE AS SUBSEQUENTLY COMPLETED
WHEREAS, on May 17, 1996, the Board of Visitors (the "Board") of Virginia
Commonwealth University (the "University") adopted a resolution (the "Board
Resolution") authorizing the Executive Committee of the Board (the "Executive
Committee") to adopt one or more bond resolutions to provide for the acquisition,
construction and equipping of a building to house the University's School of
Engineering (the "Engineering School Project") and a 7,500 seat multipurpose
convocation, athletic and recreational activities center (the "Siegel Center Project");
and
WHEREAS, the Board Resolution authorized the issuance and sale of general
revenue pledge bonds (the "Engineering Bonds") of the University to provide for
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the costs of the Engineering School Project within certain enumerated parameters,
including that the aggregate principal amount 'of such bonds not exceed
$26,000,000; and
WHEREAS, following adoption of the Board Resolution it was determined that the
principal amount of bonds for the Engineering School Project might exceed
$26,000,000; and
WHEREAS, on October 14, 1996, the Executive Committee adopted a bond
resolution (the "Bond Resolution") providing for, among other things, the issuance
of the University's General Revenue Pledge Bonds, Series 1996A (the "Series
1996A Bonds"), in a principal amount not to exceed $28,000,000, to provide for
the costs of the Engineering School Project and the issuance of the University's
General Revenue Pledge Bonds, Series 1996B (the "Series 1996B Bonds," and,
together with the Series 1996A Bonds, the "Bonds"), in an amount not to exceed
the amount previously approved by the Board, to provide for the costs of the
Siegel Center Project; and
WHEREAS, on October 14, 1996 the Executive Committee also adopted a
resolution authorizing, among other things, the University's Vice President for
Finance and Administration and other officers of the University to take all actions
necessary or convenient in connection with the issuance of the Series 1996A
Bonds and the financing of the Engineering School Project and providing that if the
aggregate principal amount of the Series 1996A Bonds was to exceed
$26,000,000, the approval of the Board would be a condition to delivery of the
Series 1996A Bonds; and
WHEREAS, the University has signed a Bond Purchase Agreement with a group
of underwriters managed by Wheat, First Securities, Inc., and Craigie Incorporated
dated October 30, 1996 (the "Bond Purchase Agreement"), a copy of which has
been presented to the Board; and
WHEREAS, the Bond Purchase Agreement provides for the issuance and sale of
the Series 1996A Bonds in the principal amount of $26,895,000, and the Series
1996B Bonds in the principal amount of $18,660,000 pursuant to terms and
conditions, including redemption provisions, as set forth in the University's Official
Statement dated October 30, 1996 (the "Official Statement"), with respect to the
Series 1996A Bonds and the Series 1996B Bonds (collectively, the "Bonds") and a
copy of the Official Statement has been provided to the Board; and
WHEREAS, the Bond Resolution providing for the issuance of the Bonds adopted
by the Executive Committee on October 14, 1996, has been completed by the
Vice President for Finance and Administration as of November 21, 1996, as
provided therein.
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS
OF VIRGINIA COMMONWEALTH UNIVERSITY:
The Board hereby approves the issuance of the Bonds and the terms and
conditions thereof, including the principal amount of $26,895,000 of the Series
1996A Bonds.
The Board hereby ratifies, approves, confirms and adopts the Bond
Resolution as previously adopted on behalf of the Board by the Executive
Committee and as completed by the University's Vice President for Finance and
Administration on November 21, 1996, as provided for in Section 9.4 of the Bond
Resolution. The Board authorizes the Vice President for Finance and
Administration to further complete the Bond Resolution in any manner consistent
with the prior actions of this Board and its Executive Committee between now and
the delivery of the Bonds.
The Board ratifies and confirms the execution of the Bond Purchase
Agreement and the Official Statement and confirms the authorization of the
underwriters of the Bonds to circulate the Official Statement.
This resolution shall take effect immediately upon its adoption.
The Honor System Policy Recommendations were presented. The rec-
ommended revised VCU Honor System document has been presented at two
previous meetings. The major issue from the prior meetings was whether or not
the grade of "F" or "W' for honor violations should remain on a student's tran-
script permanently. The Committee recommends to the Board the adoption of
the revised policy with the new wording on the "F" and "W' grade removals as
follows: Add after c. "% Honor Violation. Grade Assigned by the Honor System."
(Percent symbol to be placed following a grade of "F" or "W' awarded by the
Honor Council or Honor System Coordinator.) Grades assigned by the Honor
System remain on the student's transcript. Under exceptional circumstances
and with the recommendation of the Provost, the President may grant an excep-
tion where a student has presented an outstanding record of performance and
conduct for a significant period of time following the original disciplinary action
.
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On motion made and seconded, the Honor System Policy Recommendations
were approved.
On motion made and seconded, the Items on the Consent Agenda for In-
formation were accepted.
On motion made and seconded, the Board convened into executive ses-
sion to discuss certain personnel matters involving the performance of identifi-
able 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 including the Draft Affiliation Agreement
Between Virginia Commonwealth University and the Medical College of Virginia
Hospitals Authority, the Draft Bylaws for the Medical College of Virginia Hospitals
Authority, Faculty Appointments and Changes in Status and other Personnel Ac-
tions, the Full and Consultative Hospital Privileges, Faculty Salary Recommen-
dations 1996-97 for the School of Medicine, the Faculty Incentive Payment - De-
cember 1, 1996 for the School of Medicine and the Revised Bylaws and Rules
and Regulations of the Medical Staff and the Report of the Vice President for
Health Sciences including an update on Hospital Employee Transition, and to
discuss legal matters and probable litigation with its attorney including the Report
of the General Counsel and the aforementioned Audit Reports as may be neces-
sary, and to discuss matters relating to gifts, bequests, and fundraising activities
including the Campaign Update, Development Report, a Report on Alumni and
Friends Challenge and the approval of the Named Funds Report as authorized
by Section 2.1-344 a(1), 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:
11
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 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 X
Mr. Jay M. Weinberg X
Dr. H George White, Jr. X
Dr. Percy Wootton Absent
Vote:
Ayes: 15
Nays: 0
ABSENT DURING MEETING: 1
ABSENT DURING VOTING: 1
On motion made and seconded, the Board accepted the Report of the
President; approved the Proposed Amendment to Articles of the Incorporation
and Bylaws of the University Health Services, Inc. (as further amended in Article
IV, Section 3 of the Bylaws to require approval of VCU and MCVH Authority
Boards for Bylaw amendment), approved Faculty Appointments and Changes in
12
Status and other Personnel Actions, as amended; approved the Full and Consul-
tative Hospital Privileges, the Faculty Salary Recommendations for the School of
Medicine, the Faculty Incentive Payments for the School of Medicine, the Named
Funds Reports; accepted the Report of the Vice President, the Executive Ses-
sion Committee Reports and accepted the Report of the General Counsel.
The meeting was adjourned at 12:15 p.m.
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