University of Virginia Library

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1695

RESOLUTION AUTHORIZING ISSUANCE AND SALE OF BONDS OF THE
UNIVERSITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT IN EXCESS
OF $7,500,000

• The following resolution was unanimously adopted:
• WHEREAS, there has been presented to this meeting a Proposed Method of Financing Telephone System, whereunder the University would acquire a telephone system to replace the existing system being provided the University on a monthly tariff basis; and
• WHEREAS, the Executive Committee of this Board, after having considered two studies by independent consultants and financial feasibility studies indicating that substantial savings to the University would result from the acquisition of the new telephone system, has decided to proceed with such acquisition; and
• WHEREAS, it is desirable that the acquisition of the new telephone system be on terms and conditions most favorable to the University; and
• WHEREAS, The Rector and Visitors of the University are authorized by Section 23-30.01 of the Code of Virginia of 1950, as amended, upon the affirmative vote of at least two-thirds of the University's Board of Visitors and by and with the approval of the Governor of Virginia, to borrow money and issue its bonds and secure payment thereof by the pledge of any stocks, notes or bonds held by the University as part of its endowment funds and which are secured by a lien upon real estate or personal property;
• NOW, THEREFORE, BE IT RESOLVED by The Rector and Visitors of the University of Virginia:
• 1. Bonds of the University of Virginia in an aggregate principal amount not in excess of $7,500,000 are hereby authorized to be issued, subject to the prior approval of the Governor of Virginia.
• 2. Said Bonds shall be in a single series dated as of February 1, 1980, shall mature no sooner than July 1, 1981 and no later than July 1, 1991 as the Executive Committee shall determine; shall bear interest at such rate or rates not exceeding 8% as the Executive Committee shall determine, payable monthly, quarterly or semiannually as the Executive Committee shall determine, shall be in such denominations, be in such form, either coupon or registered, carry such registration privileges, be payable in such medium of payment at such place or places, as the Executive Committee shall determine; shall be executed by the manual or facsimile signature of The Rector or President of the University and attested by the manual signature of the Secretary of the Board of Visitors; and may be subject to prepayment or redemption upon such terms as may be determined by the Executive Committee.

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• 3. Said Bonds shall be sold at public or private sale for such price or prices as the Executive Committee shall determine, provided that the interest cost to maturity of the proceeds of sale of said Bonds shall not exceed 7 1/2%.
• 4. Said Bonds shall be secured by a pledge of notes held as a part of the University Endowment Fund and secured by liens upon real estate or personal property. The Executive Committee is hereby authorized and directed to designate, pledge, and collaterally assign to a trustee from the assets of the Endowment Fund notes representing loans to finance residential housing for personnel of the University and not heretofore pledged for other obligations of the University, having scheduled payments of principal and interest sufficient to pay when due the principal and interest on said Bonds, and to provide for the substitution of such collateral. In addition, there shall be pledged and collaterally assigned to said trustee the proceeds of the sale of the Bonds, including any debt service reserve funded therefrom, and the University's special obligation promissory Note hereinbelow described.
• 5. Said Bonds shall be limited obligations of the University, payable as to principal and interest only out of the sale and/or liquidation of the assets pledged to secure the Bond and/or from interest accruing on such assets, it being intended that the Note will provide a sufficient cash flow to pay such principal and interest.
• 6. The proceeds of the sale of said Bond shall constitute a part of the Endowment Fund and shall be used for the payment of the purchase price of the new telephone system.
• 7. A Note of the University in an aggregate principal amount not in excess of $7,500,000 is hereby authorized. Said Note shall be dated July 1, 1981, and shall bear interest at such rate or rates and mature at such time or times as shall be sufficient to pay all principal and interest on the Bond hereinabove described. The principal amount of said Note shall be reduced by any prepayment or redemption of the Bond from unexpended proceeds of the Bond. Said Note shall be a special obligation of the University, payable solely from such moneys of the University as may be appropriated and available therefor, shall be deposited in the Endowment Fund as reimbursement to the Endowment Fund for the cost of the new telephone system and shall be secured by a lien on the new telephone system.
• 8. Upon deposit of said Note in the Endowment Fund as hereinabove provided, the new telephone system shall cease to be an asset of the Endowment Fund and shall be deemed to be the unrestricted property of the University subject only to the lien of the Note.

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• 9. The Executive Committee is hereby authorized to take any action it may deem necessary or desirable in connection with the purchase and installation of the new telephone system and the authorization and sale of the Bonds, including the distribution of an official statement or other disclosure document with respect to the Bonds.
• 10. The officers of the University are hereby authorized and directed to execute and deliver all certificates and instruments and to take all such further action as may be considered necessary by them in connection with the issuance and sale of the Bonds and the undertakings described herein or in any action by the Executive Committee pursuant hereto.
• 11. All other acts of the officers of the University which are in conformity with the purposes and intent of this resolution and in furtherance of the issuance and sale of the Bonds and the undertakings described herein are hereby approved and confirmed.