Board of Visitors minutes :: October 16, 1982 :: University of Virginia Library

The Board of Visitors, in connection with a meeting of the Finance Committee held on October 16, 1982, a quorum of the Board being present, unanimously adopted the following resolution:

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RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $7,500,000 ENDOWMENT FUND REVENUE BONDS OF 1982 OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA AND THE EXECUTION AND DELIVERY OF AN INDENTURE WITH RESPECT THERETO.

WHEREAS, the Rector and Visitors of the University of Virginia (the "University") desires to issue and sell $7,500,000 of its Endowment Fund Revenue Bonds of 1982 (the "Bonds") in order to provide funds to refund its outstanding Bond Anticipation Notes of 1981 (the "Notes"); and

WHEREAS, the University is authorized to issue its bonds for such purposes under and by virtue of the Authority vested in it by Section 23-30.1 of the Code of Virginia (1950), as amended (the "Act"), and to enter into contracts and indentures to secure such bonds and to provide for the rights of the holders thereof; and

WHEREAS, the University desires to enter into an indenture with a corporate trustee to be selected by the Vice President for Business and Finance of the University, to secure the aforesaid Bonds and to provide for the rights of the holders thereof.

NOW THEREFORE, BE IT HEREBY RESOLVED BY THE RECTOR AND
VISITORS OF THE UNIVERSITY OF VIRGINIA:

1. In order to refund the Notes, the University hereby authorizes the issuance and sale of not in excess of $7,500,000 principal amount of its Bonds to be issued with the consent of the Governor under the Act and pursuant to the terms and conditions of an indenture in substantially the same form, with appropriate changes, omissions and insertions as may be necessary to carry out the intent hereof, as the indenture presented to this meeting and attached hereto and made a part hereof (the "Indenture").

2. The Bonds shall be dated the first day of December, 1982, and shall mature on the first day of September in each of the years 1984 through 1992 in such amounts as may be set forth in the winning bid therefor.

3. The Bonds shall bear interest from the date thereof until paid, payable semi-annually at the rates set forth in the winning bid therefor.

4. The Bonds shall be in bearer form with coupons, issued in the denomination of $5,000 each, and shall be numbered from one (1) consecutively upwards in order of maturity.

5. The Bonds shall be sold at not less than par by public sale through competitive bidding, and sealed bids for the purchase

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thereof in accordance with the terms of an official notice of sale in substantially the same form as presented to this meeting shall be received on such date and time as may be hereafter determined by the Vice President for Business and Finance of the University. The Vice President for Business and Finance is hereby authorized to receive and consider all sealed bids presented pursuant to the official notice of sale and to award the sale of the Bonds and enter into a contract or contracts of sale on the part of the University, in accordance with the provisions of the most favorable bid received, determined as that bid offering the lowest true interest cost to the University; provided, however, that the Vice President for Business and Finance in his discretion may reject all bids received and may waive any irregularity or informality with respect to any bid.

6. The Vice President for Business and Finance is authorized to distribute to such parties as he may deem appropriate, a preliminary official statement relating to the Bonds in substantially the same form as presented to this meeting with appropriate changes, omissions and insertions as may be necessary to carry out the intent hereof, and to take such other steps preliminary to the sale of the Bonds as he may deem appropriate, including the presentation of information to rating agencies in order to obtain ratings for the Bonds.

7. The Vice President for Business and Finance is hereby authorized to select and designate as trustee under the Indenture and as paying agents thereunder such banks, trust companies, or national banking associations as he may deem appropriate which have the qualifications prescribed in Section 1202 of the Indenture.

8. Upon acceptance of a bid for the purchase of the Bonds, the Vice President for Business and Finance shall complete in accordance with such bid all appropriate blanks in the preliminary Official Statement relating to the Bonds, make such changes and corrections as he may deem appropriate, and sign the same as an Official Statement of the University.

9. The Rector, Vice President for Business and Finance, Assistant Vice President for Finance, Secretary, any Assistant Secretary, and any other officer of the University so authorized by other resolution of the University are hereby authorized to take such actions, including the execution and delivery of the Bonds, the Indenture and required certificates, as may be necessary to the issuance and delivery of the Bonds and giving effect to this resolution.

10. Upon delivery of the bonds, the Vice President for Business and Finance shall cause to be deposited with the trustee under the Indenture the proceeds of sale of the bonds and such additional amount, not to exceed $ 250,000, as shall be necessary

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to discharge the lien of the October 9, 1981 resolution authorizing the issuance of the Notes.

11. The Executive Committee is hereby authorized and empowered to take any and all action it may deem necessary or desirable in connection with the authorization, sale, issuance and delivery of the Bonds that may be deemed to require approval by the Board.

12. This resolution shall be effective immediately.

Following a recess for Executive Session of the Board of Visitors, the Open Session continued at 11:00 a.m., on October 16, 1982.