Board of Visitors minutes :: January 31, 2003 :: University of Virginia Library

WHEREAS, Chapter 9, Title 23 of the Code of Virginia of 1950, as amended (the "Virginia Code"), establishes a public corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University") which is governed by a Board of Visitors (the "Board"); and

WHEREAS, Chapter 3, Title 23 of the Virginia Code (the "Act") classifies the University as an educational institution, declares it to be a public body and constitutes it a governmental instrumentality for the dissemination of education; and

WHEREAS, the Act empowers the University, with the consent and approval of the General Assembly of the Commonwealth of Virginia (the "Commonwealth") and the Governor of the Commonwealth to build, construct, reconstruct, erect, extend, better, equip and improve any building, facility, addition, extension or improvement of a capital nature required by or convenient for the purposes of the University and to borrow money and make, issue and sell bonds of the University for any such purposes, including the refinancing of any such facilities, such bonds to be issued and sold through the Treasury Board of the Commonwealth (the "Treasury Board"); and

WHEREAS, the Act further authorizes the University to pledge to the payment of the principal of and the interest on such bonds any monies available for the use of the University

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including, but not limited to, and subject to guidelines promulgated by the Secretary of Finance of the Commonwealth (the "Secretary of Finance"), monies appropriated to the University from the general funds of the Commonwealth or from non-general funds, without regard to the source of such monies, and which are not required by law or by previous binding contract to be devoted to some other purpose; and

WHEREAS, the Board has determined to facilitate the financing or refinancing from time to time of capital projects of the University on a short-term basis through the issuance of short-term commercial paper in an aggregate outstanding principal amount at any time not to exceed $100,000,000 (the "Program"); and

WHEREAS, the Board anticipates that the Program will be secured by a general revenue pledge of the University and shall not be in any way a debt of the Commonwealth and shall not create or constitute any indebtedness or obligation of the Commonwealth, either legal, moral or otherwise; and

WHEREAS, the Board desires to authorize its Executive Committee (the "Executive Committee") to approve the final forms and details of the Program, as set forth below;

RESOLVED that the Executive Committee is authorized to implement the plan of finance described in the Recitals by adopting a resolution or resolutions authorizing the Program and to approve the final terms of the Program, including, without limitation, the original principal amount thereof, redemption provisions and prices and interest rates, provided that the maximum aggregate principal amount outstanding under the Program at any one time shall not exceed $100,000,000; and

RESOLVED FURTHER that costs associated with any capital project of the University may be financed under the Program provided that (i) such project has been authorized by appropriate legislation enacted by the Commonwealth and (ii) the incurrence of indebtedness for such project has been authorized by the Board or the Executive Committee; and

RESOLVED FURTHER that the Executive Committee or all officers of the University are authorized and directed to take all such further actions, including without limitation the designation of underwriters, paying agents, remarketing agents, trustees and liquidity providers for the Program, and to execute all such instruments, agreements, documents and certificates as

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they shall deem necessary or desirable to carry out the terms of the financing plans presented to this meeting, including without limitation any liquidity facilities, swap or other interest rate management agreements associated with the Program; and

RESOLVED FURTHER, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, the University designates Yoke San Reynolds, Vice President for Finance of the University, as the public hearing officer to hold any public hearings required in order to ensure the tax-exempt status of interest on any obligations issued under the Program; and

RESOLVED that all acts of all officers of the University which are in conformity with the purposes and intent of this Resolution and in carrying out the financing plans presented to this meeting are ratified, approved and affirmed.