The need to make Shafer Street between Franklin and Broad more attractive was
discussed. A recommendation was made to furnish free parking for perspective
students and parents in the new Parking Deck.
A Report on the Siegel Center was presented. The Siegel Center and
VCU Athletics were discussed. Programs and activities were described, includ-
ing grand opening events.
A Housing Update was presented. Available space for the entering
freshman class, as well as long-term plans for increased housing and improve-
ments to existing housing, was discussed. Three respondents to the Request for
Proposals (RFP) for long-term housing have been interviewed and proposals are
currently being evaluated by the administration. Renovation activities and
safety/security improvements were described. A progress report on technology
accessibility in the dormitories will be presented at a future meeting.
On motion made and seconded, the following items on the Consent
Agenda were approved:
Board of Visitors
Minutes of a Meeting held March 19, 1998
Academic Policy Committee
Minutes of a Meeting held March 18, 1998
Program Closure – B.A. Degree in Chemistry
Organizational Change – Department of Pharmacy, School of
Pharmacy
Advancement Committee
Minutes of a Meeting held March 18, 1998
Audit Committee
Minutes of a Meeting held March 19, 1998
Finance and Investment Committee
Minutes of a Meeting held March 18, 1998
Bond Resolution: Virginia College Building Authority
11
(VCBA) Pooled Bond Program (Repair Residence Halls,
Renovations to Parking Deck "D" and Fine Arts Center,
Phase II) – (see resolution below)
Health Affairs Committee
Minutes of a Meeting held March 18, 1998
Clinical, Educational and Research Services Agreement (CERSA
1999)
Sole Source Indigent Care Contract with MCV
Physicians, 1998-99
Joint Meeting of the Board of Visitors and the Medical College of
Virginia Hospitals Authority
Minutes of a Meeting held March 18, 1998
Property Committee
Minutes of a Meeting held March 18, 1998
Architect Selection for Sanger Hall Renovations
Architect Selection for Hibbs Food Services Renovations
Architect Selection for Hibbs Computer Laboratory Renovations
Architect Selection for School of Pharmacy Renovations
Architect Selection for Business Building Structural Deflection
Lease for 1001 East Broad Street
Lease for 1500 West Broad Street
Lease for Virginia Institute for Developmental Disabilities
Revised Occupancy Agreement: Workplace Initiatives Program
Resolution: Policies, Procedures and Guidelines Relating to the
Master Lease Agreement (see resolution below)
Student Affairs Committee
Minutes of a Meeting held March 18, 1998
Minutes of a Special Meeting held March 27, 1998
WHEREAS, pursuant to Chapter 32, Title 23 of the Code of Virginia of
1950, as amended (the "Act"), the General Assembly of Virginia has authorized
the Virginia College Building Authority (the "Authority") to develop a pooled bond
program (the "Program") to purchase bonds and other debt instruments issued
by public institutions of higher education in the Commonwealth of Virginia (the
"Institutions") to finance or refinance the construction of projects of capital im-
provement specifically included in a bill passed by a majority of those elected to
each house of the General Assembly of Virginia (the "Projects");
WHEREAS, the Authority intends to issue from time to time under the
Program its Educational Facilities Revenue Bonds (Public Higher Education Fi-
nancing Program) (the "Bonds") to finance the purchase of bonds and other debt
instruments issued by the Institutions to finance or refinance the Projects, all in
the furtherance of the purposes of the Act and the Program;
12
WHEREAS, the Board of Visitors of Virginia Commonwealth University
(the "Board") may from time to time wish to finance or refinance Projects of Vir-
ginia Commonwealth University (the "Institution") through the Program;
WHEREAS, if the Institution wishes to finance or refinance a Project
through the Program, it will be necessary for the Institution to enter into a Loan
Agreement (a "Loan Agreement") between the Authority and the Institution and to
evidence the loan to be made by the Authority to the Institution pursuant to the
Loan Agreement by issuing the Institution's promissory note (the "Note"). Pursu-
ant to the Loan Agreement, the Authority will agree to issue its Bonds and to use
certain proceeds of the Bonds to purchase the Note issued by the Institution and
the Institution will agree to use the proceeds received from the Authority to fi-
nance or refinance the construction of the Project and to make payments under
the Loan Agreement and the Note in sums sufficient to pay, among other admin-
istrative and arbitrage rebate payments, the principal of, premium, if any, and in-
terest due on that portion of the Bonds issued to purchase the Note;
WHEREAS, in order to finance or refinance portions of the Fine Arts
Center, Phase II project, the Repair Residence Halls project, and the Renova-
tions to Parking Deck "D" project (collectively, the "1998 Projects"), the Institution
proposes to sell to the Authority its Note (the "1998 Note") to be issued under a
Loan Agreement (the "1998 Loan Agreement");
WHEREAS, there has been presented to the Board the proposed forms of
the 1998 Note and the 1998 Loan Agreement;
WHEREAS, it is the desire of the Board to approve the execution and de-
livery of the 1998 Loan Agreement and the execution and issuance of the 1998
Note on terms and conditions substantially in accordance with the forms pre-
sented to the Board and, similarly, to authorize officers of the Institution to exe-
cute, deliver and issue in the name of and on behalf of the Institution, the 1998
Loan Agreement, the 1998 Note and any and all documents necessary to effec-
tuate the financing or refinancing of the 1998 Projects through the Program with
the Authority and to facilitate the purchase of the 1998 Note by the Authority; and
WHEREAS, it is the desire of the Board to approve the further participa-
tion by the Institution in the Program and to authorize the execution, delivery and
issuance of such other Loan Agreements and Notes on terms and conditions
substantially similar to the 1998 Loan Agreement and 1998 Note and to similarly
authorize certain officers of the Institution to execute, deliver and issue in the
name of and on behalf of the Institution, all Loan Agreements, all Notes and any
and all future documents necessary to effectuate the Program with the Authority
and to facilitate the purchase of the Notes by the Authority.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS
OF THE INSTITUTION:
13
Section 1. The 1998 Loan Agreement and 1998 Note are approved in
substantially the forms presented to the Board.
Section 2. The President of the Institution, the Vice President for Fi-
nance and Administration of the Institution and the Assistant Vice President for
Business Services and Treasurer of the Institution (the "Authorized Officers"), or
any of them, are hereby delegated and invested with full power and authority to
execute, deliver and issue, on behalf of the Board, (a) the 1998 Loan Agreement
in substantially the form submitted to the Board with such changes, insertions or
omissions as may be approved by the Authorized Officers, whose approval shall
be evidenced conclusively by the execution and delivery of the 1998 Loan
Agreement, (b) the 1998 Note in substantially the form submitted to the Board
with such changes, insertions or omissions as may be approved by the Author-
ized Officers, whose approval shall be evidenced conclusively by the execution
and issuance of the 1998 Note, and (c) any and all other documents, instruments
or certificates as may be deemed necessary to consummate the financing or re-
financing of the 1998 Projects through the Program, the construction of the 1998
Projects and the Institution's participation in the Program, and to further carry out
the purposes and intent of this Resolution.
Section 3. The Authorized Officers, or any of them, are hereby dele-
gated and invested with full power and authority to execute and deliver, on behalf
of the Board, (a) such future Loan Agreements in substantially the form of the
1998 Loan Agreement with such changes, insertions or omissions as may be ap-
proved by the Authorized Officers, whose approval shall be evidenced exclu-
sively by the execution and delivery of the future Loan Agreement, (b) such fu-
ture Notes in substantially the form of the 1998 Note with such changes, inser-
tions or omissions as may be approved by the Authorized Officers, whose ap-
proval shall be evidenced exclusively by the execution and delivery of the future
Note, and (c) any and all other documents, instruments or certificates as may be
deemed necessary in the future to consummate the Program, the construction of
the Projects and the Institution's participation in the Program, and to further carry
out the purposes and intent of this Resolution in the future, it being the intent of
the Board that no further action on behalf of the Board shall be necessary to em-
power the Authorized Officers, or any of them, to execute, deliver and issue such
future Loan Agreements, future Notes and other documents as may be deemed
necessary in order for the Institution to participate in the Program in the future.
Section 4. The authorizations given above as to the execution, delivery
and issuance of the 1998 Loan Agreement and the 1998 Note are subject to the
following parameters: (a) that the principal amount to be paid under the 1998
Note shall not be greater than the amount authorized for the 1998 Projects by the
General Assembly of Virginia, including any adjustments required or permitted by
law, (b) that the interest rate payable under the 1998 Note shall not exceed a
"true" or "Canadian" interest cost more than fifty basis points higher than the in-
terest rate for "AA" rated securities with comparable maturities, as reported by
Delphis-Hanover, or another comparable service or index, taking into account
14
original issue discount or premium, if any, (c) that the weighted average maturity
of the principal payments due under the 1998 Note shall not be in excess of
twenty (20) years, (d) that the last principal payment date under the 1998 Note
shall not extend beyond the period of the reasonably expected economic life of
the 1998 Projects, and (e) that the financing of the 1998 Projects and the terms
and provisions of the 1998 Loan Agreement and the 1998 Note will comply with
the Alternative Construction and Financing Guidelines issued by the Common-
wealth's Secretary of Finance.
Section 5. The authorizations given above as to the execution, delivery
and issuance of any future Loan Agreements and future Notes are subject to the
following parameters: (a) that the principal amount to be paid under such Notes
shall not be greater than the amount authorized for the Projects by the General
Assembly of Virginia, including any adjustments required or permitted by law, (b)
that the interest rate payable under such Notes shall not exceed a "true" or "Ca-
nadian" interest cost more than fifty basis points higher than the interest rate for
"AA" rated securities with comparable maturities, as reported by Delphis-Hanover, or another comparable service or index, taking into account original is-
sue discount or premium, if any, (c) that the weighted average maturity of the
principal payments due under such Notes shall not be in excess of twenty (20)
years, (d) that the last principal payment date under such Notes shall not extend
beyond the period of the reasonably expected economic life of the Projects being
financed, and (e) that the financing of the Projects and the terms and provisions
of such Loan Agreements and Notes will comply with the Alternative Construction
and Financing Guidelines issued by the Commonwealth's Secretary of Finance.
Section 6. The Board acknowledges, on behalf of the Institution, that if
the Institution fails to make any payments of debt service due under any Loan
Agreement or Note, including the 1998 Loan Agreement and the 1998 Note, the
Program authorizes the State Comptroller to charge against the appropriations
available to the Institution all future payments of debt service on that Loan
Agreement and Note when due and payable and to make such payments to the
Authority or its designee, so as to ensure that no future default will occur on such
Loan Agreement or Note.
Section 7. The Board agrees that if the Authority determines that the
Institution is an "obligated person" under Rule 15c2-12 of the Securities and Ex-
change Commission with respect to any issue of Bonds, the Institution will enter
into a continuing disclosure undertaking in form and substance satisfactory to the
Authority and the Institution and will comply with the provisions and disclosure
obligations contained therein.
Section 8. This resolution shall take effect immediately upon its adop-
tion.
15
AUTHORIZING FINALIZATION OF POLICIES, PROCEDURES AND GUIDE-
LINES RELATING TO MODIFICATIONS TO THE MASTER LEASE AGREE-
MENT BETWEEN VIRGINIA COMMONWEALTH UNIVERSITY AND THE
MEDICAL COLLEGE OF VIRGINIA HOSPITALS AUTHORITY
WHEREAS, Virginia Commonwealth University ("VCU") has entered into a
Master Lease Agreement ("Master Lease") with the Medical College of Virginia
Hospitals Authority ("MCVHA") that provides for long and short term leasing of
space to MCVHA, and the subleasing of space from MCVHA by VCU; and
WHEREAS, by action of the General Assembly, in Chapter 464 of the Ap-
propriations Act of 1998, 4-5.08(f) (the "Appropriations Act"), VCU has been
delegated the authorities of the Department of General Services and the Gover-
nor, specified in 2.1-504.2 and 23-4.1 of the Code of Virginia, to modify the terms
of the Master Lease relating to space within the facilities which are the subject of
the Master Lease; and
WHEREAS, pursuant to the cited provisions of the Appropriations Act, the
Board of Visitors of VCU is required to develop policies, procedures and guide-
lines relating to such modifications of the Master Lease which policies, proce-
dures and guidelines shall be approved by the Secretaries of Finance and Ad-
ministration by August 1, 1998; and
WHEREAS, a draft form of such policies, procedures and guidelines has
been presented to the Board for its consideration which policies, procedures and
guidelines are acceptable to the Board; and
WHEREAS, the form of the policies, procedures and guidelines may re-
quire further modification to accommodate the requirements of the Secretaries of
Finance and Administration;
NOW THEREFORE, BE IT RESOLVED by the Board of Visitors of Vir-
ginia Commonwealth University, that the policies, procedures and guidelines re-
lating to modifications to the Master Lease Agreement between Virginia Com-
monwealth University and the Medical College of Virginia Hospitals Authority are
approved, subject to such additional changes as may be deemed necessary by
the Secretaries of Finance and Administration, which changes shall be made by
the President or the Vice President for Finance and Administration of the Univer-
sity, who hereby are delegated authority to incorporate any such changes in the
final version of the policies, procedures and guidelines consistent with the provi-
sions of the Appropriations Act.
Mr. Markel reported for the Board Nominating Committee for the Rector.
Committee members were Messrs. Markel (Chair), Dr. Smith and Ms. Powell.
The Committee recommended that Mr. Jay M. Weinberg be re-elected Rector of
16
the Board. On motion made and seconded, the Board approved the re-election
of Mr. Weinberg as Rector of the Board effective July 1, 1998.
Mr. Weinberg appointed the Nominating Committee for Officers and Ex-
ecutive Committee. Members are Messrs. Markel (Chair) and Weinberg;
Dr. Smith; and Ms. Powell.
The 1998-2000 University Budget Plan was presented. On motion made
and seconded, the 1998-2000 University Budget Plan and the 1998-99 Tuition
and Fees were approved.
Ms. Price was recognized as a 1998 graduate of Virginia Commonwealth
University. Ms. Price was presented with an original painting by Dr. W. Baxter
Perkinson, Jr. and on motion made and seconded, the following Resolution was
approved:
Whereas Mrs. Meg Fontaine Price has served Virginia Commonwealth Univer-
sity for 27 years and the VCU Board of Visitors for 24 of those years;
Whereas Mrs. Price has served each of VCU's four presidents with distinction;
Whereas Mrs. Price, who returned to school eight years ago to earn her Bache-
lor of General Studies degree, graduated Summa Cum Laude in May 1998 and
earned distinguished recognition for her academic accomplishments from Phi
Kappa Phi, Golden Key National Honor Society, the VCU Honors Program, and
Who's Who Among Students in American Universities and Colleges;
Whereas Mrs. Price also was honored in 1994 with the University Leadership
Award and the University Service Award and in 1998 with the Nontraditional Stu-
dent Achievement Award;
Therefore, be it resolved that the Board of Visitors of Virginia Commonwealth
University expresses its admiration for Mrs. Price's considerable administrative
and academic experience and gratitude for the integrity and commitment with
which she has served VCU and the Board.
17
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 Faculty Appointments and
Changes in Status and other Personnel Actions, Promotion and Tenure Recom-
mendations, a Resolution Regarding Faculty Salaries for VCU, the VCU Clinical
Faculty Salaries for the School of Medicine 1998-99 and the Proposed Dental
Faculty Practice Earnings Increase 1998-99, and to consult with legal counsel
pertaining to actual and probable litigation, and other specific legal matters re-
quiring the provision of legal advice by counsel, including the Report of the Gen-
eral Counsel; and to discuss matters relating to gifts, bequests, and fundraising
activities including the Campaign Update, Development Report and VCU Alumni
Association and MCV Alumni Association Report and the approval of the Named
Funds Report; to discuss matters relating to grants and contracts for services or
work to be performed by Virginia Commonwealth University including a proposed
Agreement between VCU and the Shaqab Institute of the Qatar Foundation; and
to discuss matters relating to honorary degrees and special awards as authorized
by Section 2.1-344 A(1), A(7), A(8), and A(10) of the Virginia Freedom of Infor-
mation Act.
Following executive session, on motion made and seconded, the following
resolution was approved by roll call vote:
The Board of Visitors of Virginia Commonwealth University hereby certifies that,
to the best of each member's knowledge, (i) only public business matters lawfully
18
exempted from 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. Jay M. Weinberg, Rector X
Ms. Yvonne E. R. Benner Absent
Mr. William C. DeRusha Absent
Mr. Edward L. Flippen X
Mr. M. Boyd Marcus, Jr. Absent
Mr. Steven A. Markel X
Ms. Angela Miles Absent
Dr. W. Baxter Perkinson, Jr. X
Ms. Diane Linen Powell X
Mr. Robert E. Rigsby Absent
Dr. Lindley T. Smith X
Mr. Ted L. Smith Absent
Mr. Clarence L. Townes, Jr. X
Dr. David A. Vaughan X
Dr. H. George White, Jr. X
Dr. Percy Wootton Absent
Vote:
Ayes: 9
Nays: 0
ABSENT DURING MEETING: 7
ABSENT DURING VOTING: 7
On motion made and seconded, the Board accepted the Report of the
President; approved the Faculty Appointments and Changes in Status and other
Personnel Actions, as amended; approved the Promotion and Tenure Recom-
mendation; approved the Resolution regarding Faculty Salaries for VCU (see
resolution below); approved VCU Clinical Faculty Salaries for the School of
Medicine 1998-99; approved the proposed Dental Faculty Practice Earnings In-
crease 1998-99; approved the Named Funds Report and Facility Naming Rec-
19
ommendations; accepted executive session Committee Reports; accepted the
Report of the General Counsel; approved the Board of Visitors Award Recipient;
and delegated to the Executive Committee the Authority to approve the final ver-
sion of the proposed Agreement between the University and the Shaqab Institute
of Qatar.
RESOLUTION REGARDING FACULTY SALARIES
Be it RESOLVED by the Board of Visitors of Virginia Commonwealth Uni-
versity that the salaries and compensation levels for all persons holding faculty
appointments at Virginia Commonwealth University as of June 30, 1998, whose
faculty appointments have not terminated or otherwise changed pursuant to the
terms of contracts or notification duly sent to and received by said faculty mem-
bers, will be continued at the same rate of compensation in effect on June 30,
1998 for the period beginning July I, 1998 through June 30, 1999, or for such
lesser term as may be specified in the faculty member's contract or notification.
All said persons holding faculty appointments will undergo formal evaluations
prior to the November 1998 meeting of the Board of Visitors of Virginia Com-
monwealth University, at which time this Board will consider and act upon any
recommended increases or adjustments in salaries of the aforementioned faculty
members, such increases and/or adjustments will be effective on November
25,1998.* This Resolution shall not be deemed to extend any rights or entitle-
ments beyond those expressly stated herein.
*Salary adjustments for the School of Medicine faculty, with the exception of the
School of Medicine administrative and professional faculty, will be implemented
effective 7-1-98.
The meeting was adjourned at 1:10 p.m.
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