 | Board of Visitors minutes October 10, 1981 |  |
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
RESOLUTION AUTHORIZING THE ISSUANCE
OF BOND ANTICIPATION NOTES OF 1981
October 10, 1981
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 101. Short Title. This resolution may hereafter be cited, and is hereinafter sometimes referred to, as the "Note Resolution".
Section 102. Definitions. In this Note Resolution unless a different meaning clearly appears from the context:
(1) Articles and Sections mentioned by number only are respective Articles and Sections of this Note Resolution so numbered;
(2) "Act" shall mean Section 23-30.01 of the Code of Virginia (1950), as amended to the date of adoption of this Note Resolution;
(3) "Authorized Officer" means the Comptroller of the University and any other person authorized by resolution of the Board of Visitors of the University or the Executive Committee thereof to act as an Authorized Officer hereunder;
(4) "Board" means the Board of Visitors of the University acting as the governing body thereof;
(5) "Depository" means the banking institution designated as such pursuant to Section 802;
(6) "Endowment Fund" means the Endowment Fund of the University which is subject to the control of the Board;
(7) The terms "herein", "hereunder", "hereby", "hereto", "hereof" and any similar terms refer to this Note Resolution, and the term "hereafter" means after the date of adoption of this Note Resolution;
(8) "Investment Obligation" means any of the following which, at the time the investment therein is made, are lawful investments for public funds under the laws of the Commonwealth of Virginia: (i) direct general obligations of the United States of America or the Commonwealth of Virginia; (ii) obligations the payment of the principal of and interest on which, in the opinion of the Attorney General of the United States in office at the time such obligations were issued in the case of obligations of the United States or in the opinion of counsel in the case of obligations of the Commonwealth of Virginia, are unconditionally guaranteed by the United States of America or the Commonwealth of Virginia;
(9) "Note" or "Notes" means one or more than one of the notes of the University particularly authorized by Section 301;
(10) "Noteholder", or "holder" or any similar term, when used with reference to a Note or Notes, means any person who is the bearer of any Note outstanding and unpaid;
(11) "Paying Agent" and "Co-Paying Agent" means the banking institutions designated as such pursuant to Section 802;
(12) "University" means The Rector and Visitors of the University of Virginia, a public body and governmental instrumentality of the Commonwealth of Virginia;
(13) "Unrestricted Quasi-Endowment Funds" means the moneys and assets determined by the Board to be retained and held in the Endowment Fund and which are not subject to any restriction, whether imposed by the donor thereof or by the Board, on the use thereof or on the use of the income therefrom;
(14) Words importing the singular number include the plural number and vice versa and words importing persons include firms, associations and corporations.
ARTICLE II
DETERMINATIONS, OBLIGATION OF THE
NOTE RESOLUTION AND NOTES
Section 201. Authority for Note Resolution. This Note Resolution is adopted pursuant to the Act.
Section 202. Note Resolution to Constitute Contract. In consideration of the purchase and acceptance of any and all of the Notes by those who shall hold the same from time to time, the provisions of this Note Resolution shall be a part of the contract of the University with the holders of the Notes and shall be deemed to be and shall constitute a contract between the University and the holders from time to time of the Notes, and such provisions are covenants and agreements with such holders which the University hereby determines to be necessary and desirable for the security and payment thereof. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the University shall be for the benefit, protection and security of any of the holders of any and all of the Notes, all of which shall be of equal rank without preference, priority or distinction of any of the Notes over any other thereof.
Section 203. Obligation of Notes. The Notes shall be limited obligations of the University, payable solely from the revenues and receipts derived from the assets and funds pledged to secure the Notes.
ARTICLE III
AUTHORIZATION OF NOTES
AND TERMS THEREOF
Section 301. Authorization of Issue of Notes. Notes of the University in an aggregate principal amount of $7,500,000 are hereby authorized to be issued, subject to the terms, conditions and limitations provided or referred to herein.
Section 302. General Terms of the Notes. The Notes shall be dated November 5, 1981, be due and payable as to interest on May 5, 1982, November 5, 1982 and May 5, 1983, be in the denomination of $25,000 each, be in bearer form and bear interest at the rate determined pursuant to Section 601. The Notes shall mature on May 5, 1983, shall be numbered from one through 300 inclusive, and be payable as to both principal and interest in lawful money of the United States at the principal office of the Paying Agent, in the City of Richmond, Virginia, or at the option of the holder, at the principal office of the Co-Paying Agent, in the City of New York, New York. Each Note shall be executed in the name of the University by the facsimile signature of its Rector and its corporate seal (or facsimile thereof) shall be affixed, imprinted, engraved or otherwise reproduced thereon and attested by the manual signature of its Secretary or Assistant Secretary. The Notes shall be subject to redemption in whole prior to maturity at any time on or after November 5, 1981, at a redemption price of 100.375% of the par value thereof, plus accrued interest to the date of redemption. Notice of such redemption shall be given by
The Notes shall not be deemed to constitute a debt, a general obligation or a pledge of the faith and credit of the Commonwealth of Virginia or any political subdivision or governmental instrumentality thereof, including the University. Neither the Commonwealth of Virginia nor any political subdivision or governmental instrumentality thereof nor the University shall be obligated to pay the principal of the Notes, the interest thereof or other costs incident thereto except from the revenues and receipts pledged therefor, and neither the faith and credit nor the taxing power of the Commonwealth of Virginia or any political subdivision thereof will be pledged to the payment of such principal, interest or costs.
Section 303. Form of the Notes and Coupons. Subject to the provisions of this Note Resolution, each Note and Coupon shall be in substantially the following form, with such insertions or omissions, endorsements or variations as are not inconsistent with this Note Resolution.
(Form of Note)
No._______________________ $25,000.00
UNITED STATES OF AMERICA COMMONWEALTH OF VIRGINIA THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA BOND ANTICIPATION NOTE OF 1981
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA (the "University"), a public body and governmental instrumentality of the
This Note is one of an issue of $7,500,000 The Rector and Visitors of the University of Virginia Bond Anticipation Notes of 1981 (the "Notes"), of like date and tenor except as to number authorized by a resolution duly adopted by the Board of Visitors of the University on October 9, 1981, (the "Resolution") and is issued pursuant to Section 23-30.01 of the Code of Virginia of 1950, as amended, to provide funds for the acquisition and installation of a telephone communications system for the University. The Notes are issued under the Resolution and are equally and ratably secured by a pledge of certain moneys and assets held in the University's unrestricted quasi-endowment. Reference is hereby made to the Resolution and to all amendments and supplements thereto for a description of the property pledged and the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the University and the rights of the holders of the Notes and the terms upon which the Notes are issued and secured.
The Notes may not be called for redemption by the University prior to November 5, 1982. The Notes are subject to redemption by the University in whole at any time on or after November 5, 1982, upon payment of a redemption price of 100 3/8% of the par value thereof, plus accrued interest to the redemption date.
If the Notes are called for redemption, the University shall cause a notice thereof to be published once in a newspaper of general circulation published in the City of Richmond, Virginia, and in a daily newspaper of general circulation or a financial journal published in the Borough of Manhattan, New York, New York, not less than 30 nor more than 60 days prior to the redemption date. The Notes shall cease to bear interest on the redemption date, provided funds for their
This Note and the issue of which it is a part and the interest thereon are limited obligations of the University payable solely from the revenues and receipts derived from the assets pledged to secure the Notes, which revenues and receipts have been pledged to secure payment of the principal of and interest on the Notes. The Notes and the interest thereon shall not be deemed to constitute a debt, a general obligation or a pledge of the faith and credit of the Commonwealth of Virginia or any political subdivision or governmental instrumentality thereof, including the University. Neither the Commonwealth of Virginia nor any political subdivision or governmental instrumentality thereof nor the University shall be obligated to pay the principal of the Notes, the interest thereon or other costs incident thereto except from the revenues and receipts pledged therefor and neither the faith and credit nor the taxing power of the Commonwealth of Virginia or any political subdivision or governmental instrumentality thereof is pledged to the payment of the principal of the Notes or the interest thereon or other costs incident thereto.
This Note shall be fully transferable by delivery.
All acts, conditions and things required by the Constitution and statutes of the Commonwealth of Virginia to happen, exist or be performed precedent to and in the issuance of this Note have happened, exist and have been performed.
IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia has caused this Note to be signed by the facsimile signature of its Rector, its seal to be affixed or a facsimile thereof printed hereon and attested by its Secretary or Assistant Secretary, the attached coupons to be authenticated by the facsimile signature of its Rector and this Note to be dated as of November 5, 1981.
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
(SEAL) By_________________________________ Rector
ATTEST: _________________________________ Secretary
(Form of Coupon)
No._______________________________ $___________________________
On , 19__, unless the Note to which this coupon is attached has been duly called for prior redemption and provision made for payment thereof, The Rector and Visitors of the University of Virginia will pay to bearer, solely from the revenues and receipts pledged to the payment of the Note hereinafter mentioned, the amount shown hereon upon presentation and surrender hereof at the principal office of United Virginia Bank, Richmond, Virginia, or at the option of the holder, at the principal office of Bankers Trust Company, New York, New York, in lawful money of the United States of America, being the semi-annual interest then due on its Bond Anticipation Note of 1981, dated November 5, 1981, and numbered _______________________.
____________________________________ Rector
ARTICLE IV
APPLICATION OF NOTE ACCOUNT
Section 401. Creation of Note Account. There is hereby created and established a special trust account to be deposited with and held by the Depository called the University of Virginia 1981 Bond Anticipation Note Account (the "Note Account"). The proceeds of the sale of the Notes shall be deposited in the Note Account and held therein with all investments thereof. Any payment (or transfer of funds) made by the University upon its special obligation promissory note dated November 5, 1981, shall be deemed received and shall be deposited in the Note Account.
Section 402. Application of Note Account. Any amount held in the Note Account shall be used, together with other available funds to pay the costs of issuance of the Notes, the costs of acquiring and installing a new telephone communication system for the University and the interest on and principal of the Notes.
Section 403. Pledge.
(A) As security for the payment of the Notes, the University hereby pledges (1) all moneys and investments in the Note Account, together with the
(B) The University shall not create or suffer to be created any pledge, lien or charge upon the Unrestricted Quasi-Endowment Funds, other than the pledge created by this Resolution and except for the pledge, lien or charge of other obligations or indebtedness of the University, including the University's Faculty Housing Revenue Bonds, Series of 1972 issued under an indenture between the University and Virginia National Bank, Trustee, dated as of February 1, 1972, the aggregate outstanding principal amount of which, when added to the principal amount of the Notes, does not exceed 75% of the amount of the Unrestricted Quasi-Endowment Funds. No such pledge, lien or charge other than that of the University's said Faculty Housing Revenue Bonds shall be superior to the pledge hereof.
(C) The University shall not impose any restrictions on any amounts held in its Endowment Funds, or the income therefrom, if by doing so it would reduce the market value of its Unrestricted Quasi-Endowment Funds to less than 133% of the outstanding principal amount of all obligations, including the Notes and the Faculty Housing Revenue Bonds referred to in Section 403(B), secured by or payable from such Unrestricted Quasi-Endowment Funds.
(D) Notwithstanding the provisions of Section 403(A), the University may from time to time withdraw from the Note Account such amounts as the University may have expended in issuing the Notes and in acquiring and installing a new telephone communications system for the University, provided that the aggregate amount which may be so withdrawn shall not exceed $7,500,000.
(E) Any moneys or investments remaining in the Note Account after payment in full of the principal of and interest on the Notes shall be used for any lawful purpose of the University, and may be withdrawn on instructions of an Authorized Officer confirmed in writing to the Depository.
ARTICLE V
COVENANTS
Section 501. Covenants. The University hereby particularly covenants and agrees with the Noteholders, and makes provisions which shall be a part of the contract with such holders, to the effect and with the purpose as follows:
(A) The University shall duly and punctually pay or cause to be paid, but only from the sources herein provided, the principal of and interest on the Notes at the date and place and in the manner mentioned in the Notes, according to the true intent and meaning thereof.
(B) Upon the date of issuance of any of the Notes, all conditions, acts and things required by the Constitution or statutes of the Commonwealth of Virginia or the United States of America, or this Note Resolution to exist, to have happened and to have been performed precedent to or in the issuance of such Notes shall exist, have happened and have been performed.
(C) The University shall do and perform or cause to be done or performed all acts and things required to be done or performed by or on behalf of the University under the provisions of this Note Resolution in accordance with the terms of such provisions.
(D) The University shall undertake punctually all steps required under the Act to issue, sell and deliver bonds of the University in an amount sufficient when taken together with other moneys which may be available therefor, to pay the principal of the Notes as the same become due.
(E) The University shall keep full and complete records of all deposits to and withdrawals from the Note Account and of all other transactions relating to such Account and all investments and reinvestments of moneys in such Account and the interest and gain derived therefrom.
(F) The University covenants that it will do any and all things necessary to assure that interest on the Notes will be exempt from federal income taxation.
ARTICLE VI
SALE AND DELIVERY OF THE NOTES
Section 601. Terms of Sale. The Notes shall be sold at either private sale or public sale or a combination thereof, as shall be determined by the Comptroller of the University, and if the Notes are to be sold at private sale, proposals for the purchase thereof, or if the Notes are to be sold at public sale, sealed bids for the purchase thereof in accordance with the terms of an official notice of sale, shall be received on such date and time as may be hereafter determined by the Comptroller. The Comptroller or other Authorized Officer of the University hereby are authorized to receive and consider all proposals for the purchase of the Notes, or sealed bids presented pursuant to an official notice of sale, as the case may be, and to award the sale of the Notes and enter into a contract or contracts of sale on the part of the University, in accordance with the provisions of the most favorable proposal or proposals or bid or bids received, determined as that proposal or proposals or bid or bids offering the lowest true effective interest rate to the University; provided, however, that the Authorized Officer of the University, in his discretion may reject all bids received and may waive any irregularity or informality with respect to any proposal or bid. No proposal or bid for less than all of the Notes or for a purchase price of less than $7,500,000 plus accrued interest shall be considered.
The University hereby approves, and the Comptroller of the University is hereby authorized to permit, the distribution of an Official Statement, in substantially the form of the Official Statement presented to this meeting with such changes, omissions, insertions and revisions as he shall deem advisable and made pursuant hereto, and to deliver such Official Statement on behalf of the University to the purchaser thereof.
Section 602. Delivery of the Notes. The Comptroller of the University is hereby authorized and directed to deliver the Notes, duly executed in accordance herewith, to or for the account of the purchaser thereof and to take any and all action necessary or appropriate to consummate the closing, all in accordance with this Note Resolution.
ARTICLE VII
DEFEASANCE OF 1980 NOTES
Section 701. Payment from Note Account. On or before November 6, 1981, the Depository shall pay over from the Note Account to United Virginia Bank, as depository under a resolution adopted by the Executive Committee of the Board on May 5, 1980, $7,500,000, to be
Section 702. Disposition of Amounts Held in 1980 Note Account. After provision for the payment of all principal of and interest on the 1980 Notes at their maturity on November 6, 1981, United Virginia Bank, as depository under a resolution adopted by the Executive Committee of the Board on May 5, 1980, shall pay over to the Depository for deposit in the Note Account, the excess of $7,500,000 above the amount theretofore expended (other than as interest on the 1980 Notes) in issuing the 1980 Notes and in acquiring and installing a new telephone communications system for the University. All other moneys and assets held by United Virginia Bank as such depository shall be paid over and delivered to the University and held as part of its Unrestricted Quasi-Endowment Funds.
Section 703. System Note. Upon defeasance of the 1980 Notes, the Comptroller of the University shall execute the University's $7,500,000 special obligation promissory note in form presented to this meeting and substitute the same for the University's $7,500,000 note dated May 6, 1980 and held in the University's Endowment Fund.
ARTICLE VIII
MISCELLANEOUS
Section 801. Defeasance. If the principal of, premium if any and interest on the Notes shall be paid in full when due, whether at maturity or by redemption, or if moneys and obligations of or guaranteed by the United States in an amount which, together with interest thereon, shall be sufficient to pay when due the principal of and premium, if any, on the Notes and interest on the Notes until due or until such earlier date as the University may have fixed for the redemption of the Notes, shall be held by the Depository as Paying Agent in a fund irrevocably assigned for the benefit of the holders of the Notes, then the covenants, agreements and other obligations of the University under this Note Resolution shall thereupon cease, terminate and become void and be discharged and satisfied, and thereupon all of the assets and funds pledged to secure the Notes shall forever be free and clear of such covenants. Amounts so held may include or be invested in obligations of or guaranteed by the United States, provided, however, that said investments mature not later than the due date, whether at maturity or by redemption, of the Notes. If the due date of the Notes shall have been fixed by the University as earlier than May 5, 1983, then at least 30 and not more than 60 days before such date the Depository shall in the name and at the expense of the University shall cause to be published the notice of redemption required by this Note Resolution.
Section 802. Depository and Paying Agents. The Depository and Paying Agent and the Co-Paying Agent shall be appointed by the Comptroller of the University at or before the delivery of the Notes, and shall signify their acceptance of the duties and obligations imposed upon them by this Note Resolution by executing and delivering to the University a written acceptance thereof. They may become the owner of any Notes and may otherwise deal with the University, with the same rights they would have if they were not Depository or Paying Agent or Co-Paying Agent.
Section 803. Performance of Obligations. The Rector, Vice President for Business and Finance, Secretary and Assistant Secretary are, and each of them hereby is, authorized to do and perform all things, and to execute all papers in the name of the University or otherwise, and to make all payments, necessary or desirable to the end that the University may carry out the purposes of this Note Resolution and the Notes.
Section 804. No Recourse on Notes. No recourse shall be had for the payment of the principal of or the interest on the Notes or for any claim based thereon or on the Note Resolution against any Visitor or officer of the University or any person executing the Notes.
Section 805. Investment of the Note Account. Moneys in the Note Account, on instructions confirmed in writing by an Authorized Officer, shall be invested and reinvested by the Depository holding the same in Investment Obligations maturing in the amounts and at the times necessary to provide funds to make the payments to which such moneys are applicable, as determined by such Authorized Officer, but in no event later than May 5, 1983. In addition to the investment of moneys in Investment Obligations as aforesaid, the Depository shall, upon direction of an Authorized Officer, confirmed in writing, deposit moneys from the Note Account in interest-bearing time accounts or certificates of deposit with itself, or shall make other similar banking arrangements with itself or another bank, savings and loan association, trust company or financial institution. Such deposits, to the extent not insured by federal deposit insurance, shall be continuously secured in accordance with the provisions of the Virginia Security for Public Deposits Act.
All instruments evidencing any such investments shall be retained in trust for the benefit of the holders of the Notes and shall be held in the physical possession of the Depository, or held for the Depository in safekeeping by another financial institution or a Federal Reserve Bank, or registered in the name of the Depository, in each such instance recognizing the fiduciary obligation of the Depository to the holders of the Notes and subject to the pledge hereof.
Section 806. Supplemental Resolutions. The University may, without the consent of or notice to any of the Noteholders, enter into a resolution or resolutions supplemental to this Note Resolution as shall not be inconsistent with the terms and provisions thereof for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Note Resolution;
(b) to grant or confer upon the Noteholders any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Noteholders; and
(c) to subject to this Note Resolution additional revenues, properties or collateral.
Section 807. Remedies. In the event that the University shall default in the payment of principal of or interest on the Notes after the same shall become due, whether at maturity or by redemption, and such default shall continue for a period of thirty days, or in the event that the University shall fail or refuse to comply with the provisions of the Act, or shall default in any agreement made with the holders of the Notes, the holders of twenty-five per centum in aggregate principal amount of the Notes then outstanding, by instrument or instruments filed with the Governor and proved or acknowledged in the same manner as a deed to be recorded, may appoint a trustee to represent the holders of the Notes for the purposes herein provided.
Such trustee may, and upon written request of the holders of twenty-five per centum in principal amount of the Notes then outstanding shall, in his or its own name:
(1) By mandamus or other suit, action or proceeding at law or in equity enforce all rights of the holders of the Notes, including the right to require the University and its Board of Visitors to carry out any agreements with the holders of the Notes and to perform it and their duties under the Act;
(2) Bring suit upon the Notes;
(3) By action or suit in equity, require the University to account as if it were the trustee of an express trust for the holders of the Notes;
(4) By action or suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the holders of the Notes.
Such trustee shall, in addition to the foregoing, have and possess all of the powers necessary or appropriate for the exercise of any functions specifically set forth in the Act or incident to the general representation of the holders of the Notes represented by such trustee in the enforcement and protection of their rights.
Section 808. Effective Date. This Note Resolution shall be effective immediately.
| Board of Visitors minutes October 10, 1981 | |