 | Board of Visitors minutes January 9, 1948 |  |
TRUSTEES OF DEVELOPMENT FUND
Mr. Anderson pointed out that the Board should make some decision as to who will handle
money raised by the Development Fund.
Mr. Gay stated that he had talked to Mr. Robert B. Tunstall, a member of the Alumni Board of
Trustees, who told him that the Alumni Board of Trustees was not equipped to handle funds to be expended
for buildings - that the Alumni Board of Trustees was organized to invest funds and that he did
not believe moneys raised by the Development Fund should be turned over to the Alumni Board of Trustees.
Mr. Black offered the following resolution:
BE IT RESOLVED, that the language of that part of Part II of the original report of the
Committee appointed by Chairman Halsey as revised and submitted to the Board of Visitors as the recommendations
of the Executive Committee in this respect, and as spread upon the minutes of the meeting
of November 14, 1947, be revised to conform to the language of the report as originally drafted and
submitted by such Special Committee, when further revised so as to confer upon the Board of Visitors
final authority in determining the disposition of the principal and/or income from funds donated to
the Development Fund, in respect to which the donors shall have given no specific direction as to use,
such report, when so revised, to read as follows:
The University of Virginia Development Fund
The undersigned Committee, appointed by Chairman Halsey at the meeting of the Executive
Committee held September 11, 1947, to investigate and report upon the best method to be employed in
the handling and administration of funds obtained through the efforts of the Development Fund Campaign,
respectfully advises as follows:
I. The Committee is unanimously of opinion that the Alumni Association of the University of
Virginia is presently without power to constitute a new and separate Board of Trustees to hold and
administer funds that may now be obtaining through the efforts of the Development Fund Campaign. Its
reasons for entertaining this view are as follows:
The Society of Alumni of the University of Virginia was incorporated by an Act of the General
Assembly of this State, adopted February 6, 1873. By an amendment approved March 7, 1903, the name of
the Society was changed to the General Alumni Association of the University of Virginia. By Section
Seven of this Act, the Association was given "power to raise an endowment fund for the use and benefit
of the University, to be held by the Treasurer of the State, in Virginia registered century bonds, and
all funds belonging to said Association in excess of $1,000, and all those donated for the purpose of
building a public hall, shall be similarly invested and only disposed of as they may be deemed for the
purposes of the Association or the University." By Section Eight of the Act the Association was given
power to receive and hold property and donations passing by grant, conveyance, demise or bequest,
"under the general powers of endowment created in the Seventh Section of this Act . . ."
It is thus seen that under the charter of the Association at that time in effect any endowment
fund raised by it for the use and benefit of the University had to be held by "the Treasurer of
the State, in Virginia registered century bonds." Your Committee is informed that when the Association
interested itself in the raising of an endowment in 1907 and 1908 at least one large donor refused to
give funds which would be subject to the political control of the State of Virginia. The aforementioned
sections Seven and Eight of the charter of the Association were therefore amended as of December 5,
1907, so as to authorize the Association to appoint by deed of trust a Board of seven Trustees, to be
known and designated as "The Alumni Board of Trustees of the University of Virginia Endowment Fund."
It was provided that this "Board and its successors shall be perpetual and its duties, powers, rights,
privileges and responsibilities shall be irrevocable, to hold, manage, invest and expend the funds now
raised, or hereafter to be raised, or any gift or grant heretofore or hereafter made to the General
Alumni Association for the use and benefit of the University of Virginia under the terms of this
charter and the provisions of said deed of trust herein authorized to be executed, which deed shall
define the duties, powers, rights, privileges and responsibilities of said Board."
Pursuant to the foregoing provisions of the charter of the Association, as amended, it executed
on February 15, 1908, a deed to Joseph Bryan, Thomas Nelson Page, Thomas F. Ryan, Alexander P.
Humphrey, Charles J. Faulkner and Williamson W. Fuller, and Edwin A. Alderman, President of the University
of Virginia, ex officio, Trustees, to be known as "The Alumni Board of Trustees of the University
of Virginia Endowment Fund" transferring and conveying "all gifts, funds, moneys, investments or subscriptions
now made or which may hereafter be made, to the said Trustees for the use and benefit of
the University of Virginia," together with "all such grants, gifts, funds, moneys, investments, interest,
credit, bonds, notes, or subscriptions that may hereafter be made of every character or description
whatsoever, including income, revenues, issues and profits thereof, either directly to the Trustees,
parties of the second part, or to this Association for the benefit of the University of Virginia."
While the charter of the Association has since three times been amended, on August 4, 1922,
January 24, 1929 and September 9, 1933, the rights, powers and duties of the Trustees and their
it having been expressly provided in the amendment of September 9, 1933, that -
"It (the Alumni Board) shall hold, manage, invest and expend, the funds raised
or hereafter to be raised, or any gifts or grants heretofore or hereafter made by
will, deed or otherwise, to it, or to the Alumni Association for the use and benefit
of the said Board of Visitors of the University of Virginia under the terms of this
charter."
It seems to your Committee, therefore, that title to any funds presently solicited by, or
obtained as a result of the efforts of the Alumni Association of the University of Virginia would necessarily
pass to "The Alumni Board of Trustees of the University of Virginia Endowment Fund" created by
the deed of February 15, 1908, and their successors presently in office. The execution of a further
or additional deed of trust at this time, whereby a new board of trustees would be created for the purpose
of receiving title to, possession and control of funds likely to be raised in the present campaign
would not, therefore, in the opinion of the Committee, be presently within the power of the Association.
II. In this situation a majority of your Committee, Messrs. Scott and Hildreth, are of opinion
that a new non-profit, non-stock corporation should be organized under the provisions of Chapter 151
of the Code of Virginia, to be designated as "The University of Virginia Development Fund," that there
be seven Trustees presently selected and named to manage the affairs and investments of the corporation,
and that the President of the University be at all times, ex officio, a Trustee of the corporation;
that the first seven Trustees be selected by this Executive Committee to serve for terms of one to seven
years, respectively, the term of each Trustee to be determined by lot after their selection by the Executive
Committee; that no Trustee drawing a term of more than three years shall be eligible for re-election
but that any Trustee drawing a term of three years or less shall be eligible for election for one
additional term of seven years; that the first seven Trustees be selected without reference to their
respective ages, but that all successor Trustees shall be of the age of 57 years or less, so that upon
the expiration of their respective seven year terms of service they would have attained an age of not
to exceed 65 years; that all successor Trustees be nominated by a majority vote of the Trustees then
in office, such nominations to receive the approval of the majority of the Board of Managers of the Alumni
Association of the University of Virginia in attendance upon any meeting at which the selection of a
successor Trustee shall come before the Board of Managers for consideration and action, that for each
vacancy the Trustees then in office shall nominate three persons, one of whom shall be selected by the
Board of Managers in the manner stated; that the charter of the corporation provide that all securities
held by it shall be placed in the possession, as custodian, of some trust company or bank having trust
powers, organized under the laws of the State of Virginia and/or of the United States and doing business
in Virginia, with capital, surplus and undivided profits of not less than $2,000,000.00, and that the
corporation may in its discretion employ the services of some corporation or individual, or duly accredited
officer of the University, as investment counsel; that the corporation shall apply faithfully the
principal and/or any income from any gifts or grants to the objects or purposes designated by the donor
or grantor, but when no direction, condition or limitation is attached to such gifts or grants, the
corporation shall hold the same with full power to invest and reinvest such principal and/or income in
accordance with the discretion of its Trustees who shall employ and apply such principal and/or income
to the needs of the University of Virginia after full conference with the President, Rector and Visitors
of the University, and upon agreement with them as to the expenditure of all or a part of such principal
and/or income, the corporation shall pay the same, or the part as to which an agreement has been reached,
to the Bursar of the University, to be expended as agreed upon, but in the absence of any such agreement,
all such principal and/or income shall be paid over to the Bursar to be expended as the Board of
Visitors of the University of Virginia may direct; that the corporation, acting through its Board of Trustees,
shall have the broadest investment discretion and special care should be taken in the preparation of
its charter to see that its powers are expressed in terms in conformity with modern investment practice.
If such development fund corporation is organized, Mr. Gay concurs in the statements in this
report as to the manner of its creation, the selection of its director-trustees and the manner in which
they and the corporation shall function, but reserves for further consideration any expression of opinion
upon the question whether, in the over-all interest of the University, it is wise and expedient to
create at this time a new agency for holding and administering funds procured through the conduct of the
campaign presently being undertaken.
Chairman
After full consideration and discussion the foregoing motion was adopted, Mr. Garnett casting
the only negative vote.
There being no further business to come before the meeting, the same was adjourned after a
motion to that effect had been made, seconded, and carried.
Rector pro tem
Secretary
| Board of Visitors minutes January 9, 1948 | |