MINUTES OF A REGULAR MEETING OF THE
BOARD OF VISITORS OF
VIRGINIA COMMONWEALTH UNIVERSITY
November 19, 1998
A regular meeting of the Board of Visitors of Virginia Commonwealth Uni-
versity was held on Thursday, November 19, 1998, at 9 a.m. in the University
Meeting Center.
Present were Messrs. Weinberg (Rector), DeRusha, Flippen, Gresham,
Pyon, Rigsby, and Smith; Drs. Perkinson, Smith and White; and Mrs. Miles. Dr.
Wootton; Mesdames Benner and Powell; and Messrs. Markel and Townes were
absent. Also present were Drs. Trani, Dewey, Harris, Kontos and Rhone;
Messrs. Bunce, Dayhoff, Ross, Smith, Timmreck and Wyeth; and Mesdames
Jones, Messmer and Price.
Mr. Weinberg called the meeting to order and welcomed members of the
press.
The Report of the President followed:
VCU received 5,811 freshman applications, 358 more than Fall 1997 and
1,049 more than two years ago. The two-year change represents a 22%
increase in applications.
The size of the Fall 1998 freshman class is 2,206 making the class the
second largest freshman class in VCU's history. The quality of the Fall
1998 class exceeds that of the 1997 class. Average high school GPA
increased from 2.99 in 1997 to 3.01 for Fall 1998. Average SAT scores
increased from 1012 in 1997 to 1026.
169 new engineering students enrolled in Fall 1998. Engineering majors
have an average high school GPA of 3.66 up from 3.50 in 1997. The
average SAT score among new engineering majors is 1247, up from 1219
in Fall 1997.
VCU enrolled 2,547 off-campus students in the Fall 1998, up over 200
students from Fall 1997 and up 868 students from Fall 1994.
Mr. Rigsby reported for the Academic Policy Committee. The Committee
met with the Executive Committee of the Faculty Senate. Members of the Fac-
ulty Senate Executive Committee present were Drs. Brilliant, Henry, Motley and
Oggle. A report on the Occupational Therapy - Elevation of Entry-Level Bache-
lor's Degree was presented. The Strategic Plan of Virginia Commonwealth Uni-
versity directed the Department of Occupational Therapy to examine the pro-
grams within the department. The study resulted in the department's proposal to
focus efforts on the entry-level masters program and discontinue the entry-level
baccalaureate program. The curricular changes are consistent with the mission
of the Department of Occupational Therapy and with trends in occupational ther-
apy education across the nation. The Academic Policy Committee recom-
mended to the Board the approval of the elevation of the Entry-Level Bachelor's
Degree in Occupational Therapy. An Update on the African-American Studies
Program was presented. The status of the proposed new degree in African-
American Studies was discussed. A Report on the General Assembly Resolution
concerning American History House Joint Resolution No. 346 was presented.
The Resolution requested the boards of visitors of the public institutions of higher
education to review the institution's curriculum to incorporate American history as
a requirement for a bachelor's degree. The Resolution was approved by the Vir-
ginia General Assembly in March 1998. Correspondence has been forwarded to
the Director of the State Council of Higher Education for Virginia explaining
VCU's requirements through the general education program and through the
College of Humanities and Sciences degree programs. The Committee reviewed
the requirements and no changes were recommended.
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Mr. Rigsby reported for the Advancement Committee. Reports on Gov-
ernment and Community Relations and University News Services (UNS) were
presented. The annual VCU Legislative Priority Card is currently being prepared.
The priorities tentatively will include funding for undergraduate medical educa-
tion, increased indigent care funding for MCV Hospitals and MCV Physicians,
funding for enrollment growth, elimination of tuition match requirements for fac-
ulty salaries and several technical amendments. As in previous years, the Prior-
ity Card will be distributed in January. VCU's liver transplant team appeared on
the cover of Richmond-based Style Weekly in early November. The cover story
focused on the recent successes of the VCU liver transplant team documenting
the groundbreaking surgery which allows for the liver transplantation between
living related donors.
Dr. Perkinson reported for the Finance and Investment Committee. A re-
port on the Preliminary Plan of Finance for the Student Housing Project was presented. The VCU Real Estate Foundation will own and construct a 400-bed stu-
dent housing facility at 1100 West Broad Street. The Preliminary Plan of Finance
includes issuance of tax exempt bonds of $15,180,000 and taxable bonds of
$375,000 with the borrower being the VCU Real Estate Foundation. The Unau-
dited Financial Statements for Virginia Commonwealth University as of June 30,
1998, were presented for information. Total fund balances increased over the
course of the fiscal year by more than 6% to $722.6 million. The Budget Per-
formance Report was presented. Virginia Commonwealth University ended the
first quarter of fiscal year 1998-99 with revenues of $301.0 million and expendi-
tures of $167.2 million, in both cases slightly ahead of projections.
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Dr. Smith reported for the Health Affairs Committee. The financials and
selected statistics for the Medical College of Virginia Hospitals for the two months
ending August 31, 1998, were presented for information.
Mr. Smith reported for the Property Committee. The Project Plans for the
School of Dentistry Renovations were presented. The purpose of the project is
to renovate approximately 11,800 gross square feet of the Wood Memorial
Building and Lyons Dental Building to accommodate the Department of Oral and
Craniofacial Molecular Biology. The renovated space will provide laboratories,
offices and support space for the new department. The new department's loca-
tion in the School of Dentistry buildings will foster collaboration with faculty and
clinicians on the MCV Campus. The construction budget is $1,740,000 with a
total budget of $2,700,000. The Property Committee recommended to the Board
the approval of the Project Plans for the School of Dentistry Renovations.
The Lease for 100 West Franklin Street was presented. The lease is for an approximately 4,278 square foot office facility and a 287 square foot storage space.
The purpose of the lease is to house the Construction Management Department
of the Facilities Management Division which is currently located in a University-
owned facility at 6 South Linden Street. The building is scheduled for demolition
by calendar year-end in order to begin construction of the new Life Sciences
Building. The proposed lease term is from December 1, 1998, to November 30,
2003, with an annual 3% escalation and automatic year-to-year renewals. The
rent is anticipated not to exceed $48,493 annually for the initial year of the lease
term, and escalation of rent after the initial term is 3% per renewal year. The
Property Committee recommended to the Board the approval of the Lease of Fa-
cilities at 100 West Franklin Street. The Lease of a Parking Lot at 417-21 West
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Main Street was presented. The current lease for the parking lot located at 417-
21 West Main Street, part of the NN Lot, has been terminated by the owner as of
March 31, 1999. The owner has requested a new five-year lease beginning
April 1,1999. The initial term of the lease will be from April 1, 1999, to March 31,
2004, with a 2.5% escalation rate and automatic year-to-year renewals. The rent
is anticipated not to exceed $10,032 for the initial year of the lease term. Escala-
tion of the rent after the initial term is 2.5% per renewal year. The Property
Committee recommended to the Board the approval of the Lease of a Parking
Lot at 417-21 West Main Street. The Property Committee recommended the
Resolution Authorizing Financing and a Master Lease Amendment for the Vir-
ginia Biotechnology Research Park Authority to the Board for approval. The Ac-
quisition of Property at 928 West Franklin Street was presented. The VCU Real
Estate Foundation will acquire the property from the owners at the current fair
market value price. The property is located in the 900 block of West Franklin
Street within the Academic Campus boundaries. The property will be sold to Vir-
ginia Commonwealth University upon receipt of the required Board and State ap-
provals. The Property Committee recommended to the Board the concurrence
with the acquisition of 928 West Franklin Street by the VCU Real Estate Founda-
tion. The Property Exchange of 650 North Eighth Street for 701 and 743 Navy
Hill Drive was presented. At J. Sargeant Reynolds Community College's re-
quest, VCU will exchange 650 North Eighth Street for 701 and 743 Navy Hill
Drive. The Navy Hill Drive properties will be used by VCU to replace the parking
lost at 650 North Eighth Street due to the exchange. The 650 North Eighth
Street site is part of J. Sargeant Reynolds Community College's long-term plan to
construct a parking deck on the downtown Campus. VCU will receive property
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within the Master Site Plan for the Virginia Biotechnology Research Park across
from the site for Biotech Five and the Richmond Children's Museum. No real
estate appraisals or Phase I Environmental Site Assessments have been or-
dered. The Property Committee recommended to the Board the exchange of
650 North Eighth Street for 701 and 743 Navy Hill Drive. Reports on the VCU
Real Estate Foundation including Articles of Amendment of the Articles of Incor-
poration, the Virginia Biotechnology Research Park Authority Leasing Report and
the Capital Project Status Report were presented for information.
Mr. Pyon reported for the Student Affairs Committee. The Committee met
with a group of students from both campuses and several different program ar-
eas. Subjects discussed included: enrollment growth; housing; retention and ad-
vising; testing services for students with disabilities; and security within dormito-
ries. The Final Report on Fall Enrollment was presented. The report showed a
Fall 1998 headcount enrollment of 23,114. An Update on Housing was presented. The report included an update on VCU's proposed housing, future
needs, and renovations to existing residence halls. An Update on the Develop-
ment of a Plan to Address Recommendations of the Attorney General's Task
Force on Drinking by College Students was presented. Pursuant to the recom-
mendations of the Attorney General's Task Force on Drinking by College Stu-
dents, Virginia Commonwealth University will develop a set of recommendations
as part of VCU's Foundational Plan and to enhance existing prevention efforts at
VCU by January 1, 1999. The University Substance Abuse Committee, created
in 1989, will assist the Vice Provost for Student Affairs in developing the plan.
VCU is already in compliance with many of the Task Force recommendations.
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On motion made and seconded, the following items on the Consent
Agenda were approved:
Board of Visitors
Minutes of a Meeting held September 17, 1998
Academic Policy Committee
Minutes of a Meeting held September 16, 1998
Occupational Therapy - Elevation of Entry-Level
Bachelor's Degree
Advancement Committee
Minutes of a Meeting held September 16, 1998
Audit Committee
Minutes of a Meeting held September 17, 1998
Finance and Investment Committee
Minutes of a Meeting held September 16, 1998
Health Affairs Committee
Minutes of a Meeting held September 16, 1998
Property Committee
Minutes of a Meeting held September 16, 1998
Project Plans for School of Dentistry Renovations
Lease for 100 West Franklin Street
Lease for 417-421 West Main Street
Virginia Biotechnology Research Park Authority: Resolution
Authorizing Financing and Master Lease Amendment
(see Resolution below)
Acquisition of Property Adjacent to Academic Campus:
928 West Franklin Street
Property Exchange: 650 North 8th Street for 701 and
743 Navy Hill Drive
Student Affairs Committee
Minutes of a Meeting held September 16, 1998
Virginia Biotechnology Research Park Authority
Resolution Authorizing Financing and Master Lease Amendment
WHEREAS, the Board of Visitors (the "Board") of Virginia Commonwealth Uni-
versity ("VCU"), a public institution of higher education of the Commonwealth of
Virginia, desires to assist the Virginia Biotechnology Research Park Authority, a
political subdivision of the Commonwealth of Virginia (the "Authority") with the
issuance of its Taxable Lease Revenue Bonds, Series 1998 (Biotech One Proj-
ect) (the "1998 Bonds"), to refinance the Biotech One Project ("Biotech One") and
provide additional funds for subtenant finishing at Biotech One; and
WHEREAS, in connection with the issuance of the 1998 Bonds, the use and
lease by VCU of Biotech One and the payment for such use, it will be necessary
to amend the master lease dated as of August 18, 1994 between the Authority
and VCU (as amended, the "Master Lease"), which will be assigned as security
for payment of the 1998 Bonds; and
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WHEREAS, the Board desires to authorize the Vice President for Finance and
Administration to undertake all necessary, convenient, appropriate or desirable
action in connection with the amendment of the Master Lease and the offering,
sale and issuance of the 1998 Bonds and the refinancing of Biotech One.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF VISITORS OF
VCU:
1. The Board hereby authorizes the Vice President for Finance and
Administration to take and approve all steps or actions necessary, convenient,
appropriate or desirable in connection with the offering, sale and issuance of the
1998 Bonds, the refinancing of Biotech One and the amendment of the Master
Lease in connection with such undertakings, including without limitation:
(a) The execution and delivery of the Sixteenth Amendment to Master
Lease and, as and to the extent required by Attachment No. 1 of the Master
Lease, approval of the terms and conditions of the 1998 Bonds; and
(b) Approval of a preliminary and a final Official Statement or other dis-
closure document that describes the terms of the offering and sale of the 1998
Bonds and the business and affairs of VCU.
2. The Vice President for Finance and Administration is hereby dele-
gated and invested with full power and authority to execute, deliver and issue, on
behalf of the Board, (i) the Sixteenth Amendment to Master Lease in substantially
the form submitted to the Board with such changes, insertions or omissions as
may be approved by such Vice President, whose approval shall be evidenced
conclusively by the execution and delivery of such Sixteenth Amendment, and (ii)
any and all other documents, instruments or certificates as may be deemed nec-
essary to refinance Biotech One, assist in the issuance of the 1998 Bonds and to
further carry out the purposes and intent of this Resolution, including any con-
tinuing disclosure undertaking in accordance with Paragraph 3 below.
3. The Board agrees that if the Authority determines that VCU is an
"obligated person" under Rule 15c2-12 of the Securities and Exchange Commis-
sion with respect to the 1998 Bonds, VCU to the extent applicable will enter into
a continuing disclosure undertaking in form and substance satisfactory to the
Authority and VCU and will comply with the provisions and disclosure obligations
contained therein.
4. The Board hereby authorizes all other lawful acts of the officers and
employees of VCU that are in conformity with the purpose and intent of this
Resolution and in furtherance of the refinancing of Biotech One and the issuance
and sale of the 1998 Bonds and ratifies and confirms any such acts that have oc-
curred or have been taken prior to the date of this Resolution.
5. This Resolution shall take effect immediately.
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Mr. Flippen presented a report on the Blue Ribbon Commission.
The Report of the President was presented. Dr. Trani reported on the
Foundations and Affiliated Organizations and Sponsored Programs Direct and
Indirect Costs.
On motion made and seconded, the Board convened into executive ses-
sion to discuss certain personnel matters and matters relating to the performance
of identifiable employees and faculty of VCU and to discuss the performance of
departments or schools of VCU where such matters regarding such individuals
might be affected by such evaluations, including issues related to the President
in his official capacity and to discuss the evaluation of his performance, and in-
cluding the Faculty Appointments and Changes in Status and other Personnel
Actions, Continuing Faculty Salaries and Executive Salaries, and to consult with
legal counsel pertaining to actual and probable litigation, and other specific legal
matters requiring the provision of legal advice by counsel, including the Report of
the General Counsel; to discuss matters relating to gifts, bequests, and fund-
raising activities, including the approval of the Named Funds Report and Facility
Naming Recommendations, an update on the University Campaign, and an up-
date on the development activities; and to discuss matters relating to honorary
degrees and special awards, including the Report of the Special Awards Com-
mittee, as authorized by Section 2.1-344 a(1), a(7), a(8) and a(10) 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
open meeting requirements by Virginia law were discussed in the executive ses-
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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. Jay M. Weinberg, Rector X
Ms. Yvonne E. R. Benner Absent
Mr. William C. DeRusha X
Mr. Edward L. Flippen X
Mr. Timothy L. Gresham X
Mr. Steven A. Markel Absent
Ms. Angela Miles King X
Dr. W. Baxter Perkinson, Jr. X
Ms. Diane Linen Powell Absent
Mr. Harold Y. Pyon X
Mr. Robert E. Rigsby X
Dr. Lindley T. Smith X
Mr. Ted L. Smith X
Mr. Clarence L. Townes, Jr. Absent
Dr. H. George White, Jr. X
Dr. Percy Wootton Absent
Vote:
Ayes: 11
Nays: 0
ABSENT DURING MEETING: 5
ABSENT DURING VOTING: 5
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; approved the Named Funds Report and Facility Naming Rec-
ommendations; approved the Continuing Faculty Salaries; approved reappoint-
ment of the Affiliate and Clinical Faculty; accepted the executive session Com-
mittee Reports; accepted the Report of the General Counsel; approved the Ex-
ecutive Salaries; accepted the Report of the Presidential Evaluation Committee;
approved the recommendations of the Special Awards Committee; and approved
the President's Compensation.
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The meeting was adjourned at 1:45 p.m. Mr Edward L. Flippen, Secretary
Mr Edward L. Flippen, Secretary
y
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