On motion made and seconded, the following items on the Consent
Agenda were approved:
Board of Visitors
Minutes of a Meeting held November 11, 1999
Minutes of Retreat held January 28 and 29,
2000
Academic and Health Affairs Policy Committee
Minutes of a Meeting held November 10, 1999
New Degree Program - Master of Science in Patient
Counseling, School of Allied Health Professions
Center for Multicultural Activities
1999-2000 Clinical, Education and Research Service
Agreement (CERSA) Reallocation and Related
Indigent Care Sole Source Contract Modification
(see Resolution below)
Advancement and External Relations Committee
Minutes of a Meeting held November 10, 1999
Audit Committee
Minutes of a Meeting held November 11, 1999
Executive Committee
Minutes of a Meeting held December 8, 1999
Minutes of a Meeting held January 21, 2000 (as amended)
Finance, Investment and Property Committee
Minutes of a Meeting held November 10, 1999
Lease for 912 West Grace Street
Resolution: 401(a) Cash Match Plan Document
(see Resolution below)
Amendment to Six-Year Capital Plan:
Bowe Street Deck
Student Affairs Committee
Minutes of a Meeting held November 10, 1999
BE IT RESOLVED by the Board of Visitors of Virginia Commonwealth University
that the proposed revisions to the Clinical, Educational and Research Services
Agreement (CERSA) between Virginia Commonwealth University and the Medical College of Virginia Hospitals Authority for Fiscal Year 1999-2000, whereby
the funding for Indigent Care Services is reduced by the amount of $3.3 Million
from the current level of $13.4 Million to $10.1 Million and the funding for Gradu-
9
ate Medical Education (BME) Supervision is increased by a corresponding
amount of $3.3 Million from the current level of $8.1 Million to $11.4 Million, are
hereby APPROVED, subject to the corresponding approval of the Board of Di-
rectors of the Medical College of Virginia Hospitals Authority; and
Be it Further RESOLVED, relative to the reduction in funding for Indigent Care
Services, that a corresponding Amendment to the sole source contract between
Virginia Commonwealth University and MCV Physicians, Inc. for Fiscal Year
1999-2000 reflecting the reduction in the cost of services rendered and to be
rendered from the current level of $13.4 Million to $10.1 Million is also Approved,
subject to the corresponding approval of the Board of Directors or other appro-
priate officials of MCV Physicians, Inc.
Resolution
WHEREAS, the General Assembly of Virginia, during its 1999 Session, estab-
lished an employer-paid cash match program for "qualified participants" in the
Commonwealth's Deferred Compensation Plan (House Bill 1756); and
WHEREAS, the aforementioned legislation subsequently was amended, at the
request of the Governor, to include within the scope of the cash match program
those employees of public institutions of higher education in Virginia who partici-
pate in Tax Sheltered Annuity Plans covered under Section 403(b) of the Internal
Revenue Code; and
WHEREAS, Virginia Commonwealth University desires to allow its eligible employees to participate in the employer-paid cash match program as authorized by
the General Assembly of Virginia and to take such actions as are necessary to
facilitate such participation;
NOW THEREFORE, BE IT RESOLVED by the Board of Visitors of Virginia
Commonwealth University that the Board of Visitors hereby authorizes the estab-
lishment of a defined contribution program consistent with the provisions of
House Bill 1756, as amended, to facilitate the implementation of the employer-
paid cash match program for eligible employees of Virginia Commonwealth Uni-
versity, for which Virginia Commonwealth University would serve as Plan Spon-
sor; and
BE IT FURTHER RESOLVED that the Board of Visitors hereby delegates to the
President of the University or the University Vice President for Finance and Ad-
ministration, or either of them, as the responsible University official with respect
to the establishment and administration of the employer-paid cash match pro-
gram.
1o
On motion made and seconded, the Board accepted the Consent Agenda
information items.
On motion made and seconded, the following Resolution was approved:
AUTHORIZING CERTAIN UNIVERSITY OFFICERS AND EMPLOYEES TO
EXECUTE CONTRACTS AND OTHER DOCUMENTS
WHEREAS, the Board of Visitors of Virginia Commonwealth University,
has, by prior resolution and action, granted authority to certain Virginia Com-
monwealth University officers and employees to execute contracts and other
documents on behalf of the Board of Visitors of Virginia Commonwealth Univer-
sity; and,
WHEREAS, the Board now desires to amend and modify such prior
authorization in certain respects;
NOW, THEREFORE, BE IT RESOLVED by the Board of Visitors of Vir-
ginia Commonwealth University as follows:
A. The following University officers and employees, including persons
who may hold identified offices or positions on an interim or acting basis, shall
have the authority to sign or execute any and all contracts and other documents
in the name of and on behalf of the University without the necessity of prior ap-
proval of the Board of Visitors except as specified in this resolution:
1. President
2. Vice President for Finance and Administration
3. Assistant Vice President for Business Services and
Treasurer
4. Associate Vice President for Finance and Administration
B. Execution of the following types of contracts and documents shall re-
quire the prior approval of the Board of Visitors or an appropriate committee
thereof:
1. All contracts for the acquisition or the sale or conveyance
(including the conveyance of leasehold interests and ease-
ments) of real estate, regardless of amount.
2. All joint venture agreements between the University (includ-
ing Medical College of Virginia Hospitals) and any other en-
tity.
3. All contracts for the lease of real estate which have an an-
nual cost of $250,000 or greater or which are of a term of
five (5) years or greater.
11
C. Acquisition of Goods or Services. The execution of contracts for
goods (including equipment) or services shall not require the prior approval of the
Board of Visitors or a committee thereof. However, the decision to pursue the
acquisition of goods or services shall require the prior approval of the Board of
Visitors, or an appropriate committee thereof, when the projected or actual cost
of such goods or services is $1,000,000 or more. All contracts for goods or
services will be reported to the Board of Visitors, or an appropriate committee
thereof, for information when the cost is $500,000 or more.
D. Capital Outlay Projects. Approval of the Board of Visitors, or an ap-
propriate committee thereof, shall be required prior to the initiation of any capital
outlay project having a total projected or actual cost of $1,000,000 or change or-
der having a total projected or actual cost of $500,000 or greater. Such prior ap-
proval shall be required for the selection of architects, engineers and consultants;
plans and/or specifications (including specifications for equipment and furnish-
ings) for projects having a project cost of $1,000,000 or more. All contracts exe-
cuted for capital outlay projects will be reported to the Board of Visitors, or an
appropriate committee thereof, for information when the cost is between
$500,000 and $999,999. The selection of architects, engineers and consultants;
plans and/or specifications (including specifications for equipment and furnish-
ings) will be reported to the Board of Visitors when the cost of the project is be-
tween $500,000 and $999,999.
E. The President of the University, or his designee, shall determine to
which committee of the Board of Visitors a contract, document or other action
shall be referred for approval or notification. Such determination shall be con-
sistent with the role of the respective Board of Visitors' committees as reflected in
the Bylaws of the Board of Visitors. Certain contracts, documents or actions may
be referred to more than one committee where there exist overlapping committee
responsibilities.
F. Emergencies. In the event a bona fide emergency arises which re-
quires action by the Board of Visitors prior to its next regularly-scheduled meet-
ing, the chairperson of the appropriate Board committee, with the concurrence of
the Rector, may either call a special meeting of the committee, or in the alterna-
tive, may act on behalf of the committee to make a recommendation to the Rector, who in turn may elect to act on behalf of the Board. Any such action by the
Rector shall be reported at the next meeting of the Board.
G. Assistant Vice President for Business Services and Treasurer and Di-
rector of Treasury Services. The Assistant Vice President for Business Services
and Treasurer and the Director of Treasury Services, or either of them, are
hereby authorized, in furtherance of the proper business and financial affairs of
the University, to sign and execute checks, drafts, and other such documents
and orders as may be necessary to facilitate the payment of monies from any
12
and all accounts, funds or other similar sources owned, controlled, maintained by
or entrusted to Virginia Commonwealth University, and to transfer, endorse, sell,
assign, set over and deliver any and all shares of stocks, bonds, debentures,
notes, subscription warrants, stock purchase warrants, evidences of indebted-
ness or other securities now or hereafter standing in the name of or owned by
Virginia Commonwealth University and to make, execute and deliver any and all
written instruments of assignment and transfer necessary or proper to effectuate
the authority hereby conferred.
H. The Provost and Vice President for Academic Affairs and the Vice
President for Health Sciences (or their designees). The Provost and Vice President for Academic Affairs (or his designee) shall have the Authority to execute
agreements pertaining to (1) the application for and the award of grants and con-
tracts to the University for research, development, training and public service; (2)
the award of grants and other monies to other institutions for research, develop-
ment, training and public service; (3) patents and other intellectual properties; (4)
clinical affiliation agreements for or on behalf of the Academic Campus of the
University; and (5) the award of any other monies to Virginia Commonwealth
University from outside sources, all without the necessity of prior approval of the
Board of Visitors or any committee thereof. The Vice President for Health Sci-
ences (or his designee) shall have the authority to execute managed care con-
tracts, clinical affiliation agreements or contracts or agreements between state or
local agencies for or on behalf of the Health Sciences Campus and MCV Hospi-
tals without the necessity of prior approval of the Board of Visitors or any com-
mittee thereof. The Vice President for Health Sciences shall have the authority
to execute any joint venture agreements, which have been approved by the
Board of Visitors and the President, between the University or the Medical Col-
lege of Virginia Hospitals and any other entity. Any contract executed by either
the Vice President for Health Sciences (or his designee) or by the Provost and
Vice President for Academic Affairs (or his designee) having a total or projected
cost of $500,000 or greater shall be reported to the appropriate committee of the
Board of Visitors for information.
I. The Vice President for Research (or his designee). The Vice President
for Research (or his designee) shall have the authority to execute agreements
pertaining to (1) the application for and award of grants and contracts to the Uni-
versity for research, development, training and public service; (2) the award of
grants and other monies to other institutions for research, development, training
and public service; and (3) patents and other intellectual properties.
J. Delegation. The President is hereby authorized to delegate to other
University or Hospital employees any or all of his authority to execute any docu-
ments provided that:
1. each delegation shall be in writing and shall be to a named
individual, and
13
2. each delegation shall specify the type or types of documents
which may be executed pursuant to said delegation, includ-
ing any applicable dollar limitation.
K. Rescission of Previous Resolutions. All previous resolutions authoriz-
ing University officials or employees to execute documents in the name and on
behalf of the University are hereby rescinded. Such rescission shall in no way
affect the validity of any documents signed under the authority of any such previ-
ous resolution.
Dr. Perkinson appointed Dr. Lindley Smith and Dr. David Wilkerson to
serve on the University Health Services, Inc., Board of Directors.
Updates on the VCU Health System and OPRR were presented for infor-
mation.
On motion made and seconded, the Board convened into closed session
to discuss certain personnel matters and matters relating to the performance of
identifiable employees and faculty of VCU and to discuss the performance of de-
partments 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 including the Faculty Appointments and Changes in
Status and other Personnel Actions; 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 Coun-
sel; to discuss matters relating to gifts, bequests, and fundraising activities, in-
cluding the approval of the Named Funds Report and Facility Naming Recom-
mendations, and an update on the development activities; and to discuss matters
relating to honorary degrees and special awards, including the Report of the
14
Special Awards Committee, as authorized by Section 2.1-344 a(1), a(7), a(8) and
a(10) of the Virginia Freedom of Information Act.
Following closed 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 closed session
meeting to which this certification resolution applies, and (ii) only such public
business matters as were identified in the motion convening the closed session
meeting were heard, discussed or considered by the Board of Visitors of Virginia
Commonwealth University.
Roll Call Vote Ayes Nays
Dr. W. Baxter Perkinson, Jr. Acting Rector X
Mr. Ralph L. "Bill" Axselle, Jr. Left before voting
Ms. Yvonne E. R. Benner X
Mr. Edward L. Flippen X
Mr. Timothy L. Gresham X
Dr. Stephen P. Long X
Mr. Steven A. Markel X
Ms. Angela Miles X
Mr. Monty W. Plymale X
Mr. Harold Y. Pyon X
Mr. Robert E. Rigsby X
Dr. Lindley T. Smith X
Mr. Ted L. Smith Absent
Mr. Clarence L. Townes, Jr. X
Mr. Jay M. Weinberg X
Dr. Percy Wootton X
Vote:
Ayes: 15
Nays: 0
ABSENT DURING MEETING: 1
ABSENT DURING VOTING: 2
On motion made and seconded, the Board approved the Faculty Ap-
pointments and Changes in Status and other personnel actions as amended; ap-
15
proved the Named Funds Report and Facility Naming Recommendations with Dr.
Long abstaining; approved the Board of Visitors' Award selection; accepted the
closed session Committee reports; and accepted the Report of the General
Counsel.
Dr. Perkinson reported for the Nominating Committee for Rector and
other officers and Executive Committee members including a resolution con-
cerning the Suspension of the Board Bylaws. On motion made and seconded,
the Board approved the following Resolution as amended:
Because of the vacancies created by the non-reappointment of the Rector and
other members of the Executive Committee of the Board of Visitors at Virginia
Commonwealth University, it has become necessary for the Board to elect a
Rector and two members of the Executive Committee.
According to Section 8.02 of the Board of Visitors' By-laws, Suspension, the
Board may, by two-thirds vote, suspend any of the provisions of the Bylaws at
any regular or special meeting of the Board. The Nominating Committee rec-
ommends that the By-laws be suspended in certain respects in order to address
the election process needed at this time.
Specifically, the Nominating Committee recommends that since the Board is
holding a special election to fill the positions of Rector and the two at-large posi-
tions on the Executive Committee, that it not hold another election for a new
Rector at the Board's May meeting. Additionally, the Nominating Committee rec-
ommends that the Board not hold another election for a new Vice-Rector or Sec-
retary and the at-large members of the Executive Committee at the August 2000
meeting of the Board of Visitors.
Therefore, the Nominating Committee recommends that the relevant provisions
of the By-laws, including Sections 3.01(a), 3.04, 4.02(a), 4.03(a) and 4.04(a), be
suspended to allow the election and/or re-election of the new officers and mem-
bers of the Executive Committee, the election to be effective February 10, 2000,
and that the elected officers and members of the Executive Committee remain in
office until the next election for the position of Rector in May 2001, with the next
election for the remaining officers and at-large members of the Executive Com-
mittee to be held in August 2001.
At this time, the Nominating Committee presents the following slate of officers
and members of the Executive Committee for election and/or re-election.
16
Rector: Mr. Edward L. Flippen
Vice Rector: Dr. W. Baxter Perkinson, Jr.
Secretary: Dr. Lindley T. Smith
At-Large: Mr. Steven A. Markel
At-Large: Mr. Jay M. Weinberg
This process will allow for an orderly and cohesive transition for the Board and its
leadership.
The meeting was adjourned at 11:45 a.m.
Lindley T. Smith, Secretary
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