MINUTES OF A SPECIAL MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
June 10, 1997
A special meeting of the Board of Visitors of Virginia Commonwealth Uni-
versity was held on Tuesday, June 10, 1997, at 1 p.m. in the Commonwealth
Ballroom located in the University Student Commons at 907 Floyd Avenue.
Present were Messrs. Siegel (Rector), Flippen, Markel, Smith, Townes
and Weinberg; and Drs. Perkinson, Smith, Vaughan, White and Wootton.
Messrs. DeRusha, Marcus and Rigsby; and Mesdames Powell and Vaughan
were absent. Also present were Drs. Trani, Dewey, Harris, Jones and Kontos;
Messrs. Bunce, Gehring, Ross, Timmreck and Wyeth; and Mesdames Jones,
Price and Reed.
Mr. Siegel called the meeting to order.
On motion made and seconded, the following Resolution was approved:
RESOLUTION TO TRANSFER SPONSORSHIP TO THE
MCVH HEALTH CARE PROVIDERS DEFINED CONTRIBTION PLAN TO THE
MEDICAL COLLEGE OF VIRGINIA HOSPTIALS AUTHORITY
WHEREAS, the Board of Visitors of Virginia Commonwealth University, by prior
resolution and action, has accepted and provided sponsorship of the Medical
College of Virginia Hospitals Health Care Providers Defined Contribution Plan
(the "HCP Plan") and the Medical College of Virginia Hospitals Health Care Pro-
viders Defined Contribution Trust Agreement (the "HCP Trust"); and
WHEREAS, the following Trustees were appointed by the Board of Visitors to
administer the HCP Plan and HCP Trust:
Paul P. Jez
Dominic J. Puleo
Dennis Pavick; and
WHEREAS, the Board of Visitors of Virginia Commonwealth University now
wishes to discontinue its participation in and sponsorship of the HCP Plan and
HCP Trust and transfer the HCP Plan and accompanying HCP Trust to the
Medical College of Virginia Hospitals Authority ("MCVHA"), a public body corpo-
rate and political subdivision of the Commonwealth of Virginia, as established by
the Medical College of Virginia Hospitals Authority Act, effective July 1, 1997;
NOW, THEREFORE, BE IT RESOLVED, by the Board of Visitors of Virginia
Commonwealth University that:
A. Virginia Commonwealth University shall discontinue its participation in and
sponsorship of the HCP Plan and the HCP Trust, effective July 1, 1997, upon
approval and acceptance by the Board of Directors of the Medical College of
Virginia Hospitals Authority of the adoption, assumption and transfer of the
HCP Plan and HCP Trust to the Medical College of Virginia Hospitals Author-
ity.
B. The Trustees appointed by the Board of Visitors to administer the HCP Plan
and HCP Trust shall be relieved of their duties thereunder upon approval and
acceptance by the Board of Directors of the Medical College of Virginia Hos-
pitals Authority of the adoption, transfer and sponsorship of the HCP Plan
and HCP Trust to the Medical College of Virginia Hospitals Authority and the
actual transfer of the assets pertaining thereto to the successor trustees.
The resolution shall take effect immediately.
On motion made and seconded and as authorized by Section 2.1-344
a(7) of the Virginia Freedom of Information Act, the Board convened into execu-
tive session to consult with legal counsel and receive briefings by staff members,
consultants or attorneys, pertaining to actual or probable litigation or other spe-
cific legal matters requiring the provision of advice by counsel, which discus-
sions, consultations and briefings include the Sole Source Agreement regarding
Indigent Care Services provided to the Medical College of Virginia Hospitals
Authority by MCV Associated Physicians, and the proposed Clinical and Oper-
ating Services Agreement between the Medical College of Virginia Hospitals
Authority and MCV Associated Physicians, the Physician Faculty Practice Plan
of Virginia Commonwealth University.
2
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 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 Absent
Mr. Edward L. Flippen X
Mr. M. Boyd Marcus, Jr. Absent
Mr. Steven A. Markel X
Dr. W. Baxter Perkinson, Jr. X
Ms. Diane Linen Powell Absent
Mr. Robert E. Rigsby Absent
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 X
Vote:
Ayes: 11
Nays: 0
ABSENT DURING MEETING: 5
ABSENT DURING VOTING: 5
On motion made and seconded, the Sole Source Agreement with MCV
Associated Physicians Indigent Care Services was approved.
The meeting was adjourned at 1:10 p.m.
3
Edward L. Flippen, SecretaryStuart C egel, Rector
4
