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36

At a meeting of the Board of Visitors of the University
of Virginia held at said University on the 25th day of April
1896 in obedience to a call by the Rector and notices to the
Visitors by the Secretary of the Board.

Present. W. C. N. Randolph, Rector, and Visitors Watts,
McCormick, Gordon, Bryan and Harmon.

Letters were received and read from the absent members,
Messrs Irvine, McIlwaine and Patteson stating that they would
not be present at the meeting, the first two named giving as
a reason pressing business engagements and the last named from
personal reasons.

The certificate of the qualification of Visitor McIlwaine
to his commission as Visitor, in the Hustings Court of the City
of Petersburg Va on the 13th of April 1896 was received and
filed.


37

On the motion of Mr McCormick the following was ordered
to be entered in regard to the letter of Mr Patteson above
referred to.

A letter from Mr Camm Patteson to the Secretary, dated
April 24th 1896, was presented to the Visitors by Mr A. C.
Gordon and read and the Visitors deem it unnecessary to take
any action on said letter other than to acknowledge its receipt.

On the application of Profr Wm M. Lile it was resolved
that the Pavilion recently occupied by the late Professor John
B. Minor be assigned for the use of Profr Lile.

After consideration the claim of Messrs McDonald, Bros &
Spooner on motion the following was unanimously adopted:

In view of the fact that Messrs McDonald, Bros & Spooner
have acted with courtesy and consideration in the matter of
withdrawing from the position of Architects for the reconstruction
of the Rotunda, and being informed of the dissatisfaction
of these gentlemen with the compensation awarded them
by resolution of the Board on March 13th 1896; and in view of
the fact further that the Board is advised by an expert that the work
done by Messrs McDonald, Bros & Spooner was reasonably worth
$1500.00 after the deduction of the estimated cost of strengthening
the terrace roof,

Resolved, that said resolution of March 13th 1896 be so
amended as to make Messrs McDonald, Bros & Spooner's compensation
$1500.00 instead of $1387.88; and that the other provisions
of said resolution stand as passed at said meeting.


38

A communication was received and read, from Mr R. H.
Fife in regard to debouching of a portion of the University
sewerage upon his premises. On consideration whereof the
following resolution was adopted:

Resolved, that the Communication from Mr R. H. Fife be
referred to the Executive Committee with full authority in
it to confer with Mr Fife and settle the matter in controversy
on such terms as may seem just, and proper or if no
settlement is deemed advisable by said Committee, they will
report a plan for the disposition of the sewarge from the University
to the next meeting of the Board.

The committee on the "Otts Lectureship" submitted its
report which is as follows:

The Committee appointed to arrange the details necessary
for the establishment of the Otts Lectureship on the Evidences
of Christianity begs to report that it would be in their judgment
contrary to the policy and tradition of the University of
Virginia, and liable to produce future complications in the
administration of the school, to accept the tender of Rev.
J. M. P. Otts in the form, in which it has been brought before
them. They recommend therefore in lieu of such acceptance the
adoption of the following resolutions:-

Resolved,

1. That the Visitors have learned with unfeigned gratification
and interest the generous purpose of Rev. J. M. P. Otts toward
the University of Virginia, and desire hereby to express their
sympathy with the objects of the proposed Lectureship on the
Evidences of Christianity.


39

2. That those members of the Faculty of the University, who
desire to promote the plan fostered by Dr Otts, be and are
hereby authorized to arrange for the custody of the endowment
fund of the Otts Lectureship, on any other similar foundation,
to invite suitable persons to lecture at this University under
conditions of time and place approved by the Faculty, to provide
from the income of the fund for the payment of the lectures
and the publication of the lectures, and to do such other
acts as are necessary for the successful execution of the plan.

3. That a copy of these resolutions be forwarded by the Secretary
of this Board to Dr Otts, with a suitable expression of
the thanks of the Board for his liberal gift.

On motion the said report, together with its recommendations,
was adopted by a unanimous vote.

On motion Judge Legh R. Watts, was by a unanimous vote,
elected Rector pro. tem. of the Board of Visitors until the
next election.

The copies of the University laws, which with the exception
of a few copies held outside, were destroyed by the burning
of the Rotunda and library where they were stored on motion
it was,

Resolved, that the Secretary of the Board be directed to
have printed 500 copies of the Laws of the University revised
to date by the Secretary, for the use of the Board, all of the
copies of said laws, except two or three having been burned in
the recent fire.

A committee of Students of the present Law class presented
a petition to the Board praying that Adjunct Professor Raleigh


40

C. Minor be retained in his chair by reelection at the expiration
of his present term, which was read and on motion it was
referred to the Special Committee on reorganization, consisting
of Messrs McCormick, Harmon & Watts for consideration and
report to the Board.

The Rector having laid before the Board the resignation
of Profr Wm M. Thornton as Chairman of the faculty, On motion
it was

Resolved, that the resignation of Professor Thornton as
Chairman of the Faculty be accepted to take effect the first
day of September 1896.

The Rector and Visitors of the University having received
the resignation of Profr Wm M. Thornton as Chairman of the
Faculty of the University in accepting the said resignation
desire to put on record their appreciation of the services
which Mr Thornton has rendered this institution.

For Eight-Years Mr Thornton has performed the duties of
Chairman in addition to those of a full professor in which he
has exhibited great ability and untiring zeal in promoting
its interests.

When the great disaster of October 27th last swept away
in fire our principal buildings, Professor Thornton exhibited
the highest qualities of body and mind in meeting the emergency
and repairing the disaster in his visits to the various
points of the country to increase interest in the University
and to secure aid for its restoration his influence was great
and his success striking, for all of which the Board return
thanks to Profr Thornton.


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Resolved, that this minute be entered of record and a
copy sent to Profr Thornton.

The Finance Committee submitted a report, in the form of
resolutions containing ten sections, which report is in the
following words and figures, to wit:

Resolved:

1st That the provisions of an act of the General Assembly
of Virginia entitled, "An act to enable the Rector and Visitors
of the University of Virginia to repair the loss sustained
by that institution by the fire of October 27th 1895,"
approved January 23d, 1896, be, and the same are hereby, accepted.

2nd That the bonds of this corporation to the amount of
two hundred thousand dollars be issued as provided in said
Act, of the denomination of Five Hundred Dollars each, bearing
interest, payable semi-annually, at the rate of five per
centum per annum, the same to be dated on the first day of
May, 1896, and the principal to be payable Forty years after
date, but with the option to this corporation to redeem and
pay the same, or any of them, at any time after ten years
from their date; and the interest aforesaid to be payable on
the first day of May and the first day of November in each
year, but the same to cease from and after such time as the
principal of the bonds respectively upon which it accrues
shall be called in for payment, and provision made for such
payments, and that the proceeds of said bonds coming into the
hands of this corporation shall be devoted exclusively to the
purposes specified in the said Act.


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3d That the said bonds, principal and interest, shall be
secured by a deed of trust to be duly executed with general
warranty by this corporation to the Virginia Trust Company,
as trustee, conveying and assigning in trust to secure the
principal and interest of said bonds, all the real estate of
this corporation, together with all the buildings, betterments,
and improvements erected, and to be erected thereon;
also certain of its personal property, to-wit: its libraries,
stautary and paintings, and all its equipments, appliances,
furniture, apparatus, and other similar chattel property used
in the conduct of the business of the University, or in connection
with the different courses of instruction given at
said institution, including all personal property of this
character and discription, which may be hereafter acquired by
this corporation, and also all the interest and claim of this
corporation in and to a certain legacy bequeathed to it by
the last will and testament of Arthur W. Austin, of Milton,
in the State of Massachusetts, which said will is of record
in the County of Norfolk and State of Massachusetts, in the
courts of which county the said will was probated.

4th Said deed of trust shall be executed, acknowledged
and delivered in the name of and for and on behalf of this
corporation by the Rector and attested by the Secretary with
the Corporate seal affixed, and shall contain a provision
giving to this corporation the right from time to time to
sell or exchange said articles of chattel property and replace
them with others of equal or greater value which shall be subject
to said deed of trust; and also reserving to this corporation


43

the right in its own name to demand, sue for, receive,
receipt for and collect, and also to commute, compromise, and
adjust said legacy with out the intervention of said trustee
company, provided that all amounts realized thereon shall remain
in the hands of and be held by this corporation subject
to said trust deed; and said deed shall further contain such
other provisions as the said Rector may be advised are usual,
apt and proper in the premises.

5th. And for the purpose of further securing said bonds,
the said trust deed shall contain a covenant that the said
buildings shall be kept insured in some, one or more, reputable
insurance companies for the sum of One hundred and fifty
thousand dollars until such time as the aggregate amount of
said bonds shall be reduced below said sum of $150,000., after
which time an amount of insurance at least equal to all of
said bonds outstanding shall be sufficient; all such policies
of insurance to be drawn or assigned so that loss, if any,
shall be payable to said Trust Company for the protection of
the holders of said bonds; and said trust deed shall further
contain a covenant on the part of this corporation for the
establishment, setting apart, and maintenance of a sinking
fund of not less than two thousand dollars per annum out of
the current revenues of the University to meet and discharge
the principal of said bonds.

6th The said bonds shall also be signed by said Rector and
attested by the Secretary with the Corporate seal affixed;
and shall consist of a series of four hundred bonds for Five
Hundred Dollars each, numbered consecutively from one to four
hundred.


44

The form of said bond shall be as follows:

 
$500.00  $500.00 

Coupon Mortgage Bond No. . . .

The Rector and Visitors of the University of Virginia,
a public corporation created and existing under the laws of
the State of Virginia, for value received, hereby acknowledges
itself indebted and promises to pay to the bearer of this bond,
or in case the same be registered, then to the registered owner
thereof, forty years after the date hereof, at the Office of
the Virginia Trust Company, at Richmond, Virginia, the sum of
Five Hundred Dollars in the true and lawful money of the United
States of America, with interest thereon at the rate of
five per centum per annum from this date until paid, payable
semi-annually on the first day of May and the first day of
November in each year at the said Office of the said Trust
Company on the presentation and surrender of the proper coupons
representing the same, hereto attached.

This bond is one of an issue of Two Hundred Thousand
Dollars of bonds, the principal and interest whereof is secured
by a deed of trust of even date herewith upon all the
real estate, and certain personal property of the said Rector
and Visitors, to the Virginia Trust Company, of Richmond,
Virginia, as trustee, and of record in the Clerk's Office of
the County Court of Albemarle County.

In case of default in the payment of the above interest
for ninety days after any instalment of the same is due, and
has been demanded, the principal of this bond shall at the


45

option of the holder thereof; and in accordance with the terms
and conditions of said deed of trust, become forthwith due and
payable.

This bond is issued in pursuance of an Act of the General
Assembly of Virginia, approved January 23d 1896, entitled `An
Act to enable the Rector and Visitors of the University of Virginia
to repair the loss sustained by that institution by the
fire of October 27th, 1895,' which said Act provides that this
bond shall be exempt from taxation in any manner by said State,
or by any county, city, town, or other corporation exercising
the powers of taxation under the authority of the said State.

The said Rector and Visitors as provided in said Act, do
hereby reserve the right to pay the principal of this bond at
any time after ten years from this date; and after this bond
shall have been called in by the said Rector and Visitors in
pursuance of this provision, and after notice of such call
shall have been published once a week for four successive weeks
in some news-paper published in the City of Charlottesville,
Va, and for the period of thirty days in some newspaper published
in the city of Richmond, Va, all interest on this bond
shall cease and determine and no further interest accrue thereon;
and all coupons hereto attached and hereafter maturing shall be
and become wholly void, and of no effect; but the principal together
with any interest, theretofore accrued and represented
pro tanto by the coupon next thereafter maturing, is to be paid
upon the presentation and surrender of this bond and all the
said coupons thereafter maturing.


46

The holder of this bond may cause the same to be registered
on the books of the University in the name of such holder,
and the same shall thereafter be transferable only on such
books; and until there be a further transfer thereof on said
books, the principal thereof shall be payable only to such registered
holder, or to the legal representatives of such holder;
the coupons or interest warrants remaining always transferable
by delivery; but when assigned to bearer by any such registered
holder and such assignment registered on the said books, this
bond shall again become negotiable and transferable by delivery,
and will so continue until again registered in the name of an
assignee; and each successive registration shall be endorsed
thereon.

This bond shall not be valid until the certificate endorsed
thereon shall be signed by the said Trust Company, or
some officer thereof.

In Testimony whereof, the said Rector and Visitors have
caused this bond to be signed by their said Rector and sealed
with their corporate seal, and attested by their secretary,
this first day of May, Anno Domini 1896.

The Rector and Visitors of the University of Virginia,

By


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And to which said coupon bond coupons shall be annexed to
the following effect (the signature thereto being lithographed
or engraved)

(Form of Coupon)

 
$12.50  $12.50 

The Rector and Visitors of the University of Virginia
will pay to the bearer at the office of the Virginia Trust
Company, Richmond, Virginia, on the 1st day of . . . . .
18 . . (or 19 . .) Twelve Dollars and Fifty Cents being six
months interest on their bond No. . . . . for Five Hundred
Dollars; and this coupon is issued and redeemable according
to the terms of said bond.

(signed) . . . . . . . Proctor.

7th, None of the said bonds shall be issued until authenticated
and verified by certificate endorsed on such bond by
an officer of the said Trustee Company, or its successor in
the trust, to the following effect:

(Form of Certificate)

The Virginia Trust Company, of Richmond, Virginia, the
trustee referred to in the within instrument, hereby certifies
that this is one of the issue of bonds to the amount of
Two Hundred Thousand Dollars therein specified and described.

Richmond, Virginia . . . . . 18. . . .

Virginia Trust Company

By . . . . . . . .

8th All the said bonds with the interest accruing thereon
shall stand secured equally and ratably in the said trust deed
without reference to the date of their issue, and it is understood


48

that the said trust deed is secondary and subordinate
to a deed of trust heretofore executed by the said Rector and
Visitors to S. V. Southall and others, trustees, conveying
the real estate aforesaid, dated July 2nd 1875, and of record
in Albemarle county and given to secure $95,000 of the bonds
of this corporation, of which said bonds, however, there are
now outstanding only the sum of $69,500, the remainder having
been paid and cancelled; of said $69,500, the further sum of
$12,750 is already provided for, to be met at maturity by a
sinking fund in the hands of the said Rector and Visitors,
thus leaving of said prior loan, unpaid and unprovided for,
only the sum of $56,750.

9th. And there shall also be conveyed and assigned in the
said deed of trust, along with the other property therein embraced,
all the interest and claim of this corporation in and
to its water works, dams, reservoirs, mains and pipes, and
appliances and fixtures therewith connected; and in and to all
lands, easements, privileges, water works; dams, reservoirs,
mains, pipes, appliances and fixtures, being all those either
held jointly by this corporation and the City of Charlottesville,
Va, or solely by this corporation, and including all
future extensions thereof and additions thereto.

10th If at any time after the lapse of ten years from the
date of said bonds it should be determined to call in and redeem
a portion of said bonds by way of investment of the sinking
fund or otherwise, the said Rector and Visitors shall determine
by lot the bond or bonds so to be called in and redeemed
out of those then outstanding.


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The said report was read and considered, and thereupon
it was moved and seconded that the report be approved and
adopted and that a recorded vote be taken thereon which was
ordered and the vote so taken, which resulted as follows, on
call of the roll:

In favor of the motion. The Rector, and Visitors, Watts,
McCormick, Gordon, Bryan and Harmon. These six being all of
the members present, and the vote unanimous in favor of the
approval and adoption of the report.

On motion it was further resolved that any resolution
heretofore adopted in conflict with the provisions of the
foregoing resolutions is hereby rescinded. This resolution
was adopted by a unanimous vote on a call of the roll, as
follows: Ayes - The Rector & Visitors, Watts, McCormick,
Gordon, Bryan and Harmon, these being the only members present.

The Finance Committee & the Rector submitted to the Board
a form of a deed of trust drawn in pursuance of the foregoing
resolutions, providing therefor, which the Committee, and the
Rector had caused to be prepared by counsel; for the consideration
of the Board. The said deed was read and considered,
and thereupon the following resolution was adopted by a unanimous
vote:

Resolved, that the form of the deed of trust this day
reported to the Board by the Finance Committee and the Rector,
be and the same is in all respects approved, & ratified, and
ordered to be spread on the minutes, and the said Rector in,
accordance with the resolutions of the Board this day adopted,


50

is directed to execute the said deed of trust, together
with the bonds therein provided for, and the Secretary is
directed to attest said deed and bonds; and to said deed and
bonds there shall be attached the Corporate Seal of the Rector
and Visitors, and when so executed the Rector shall cause
the same to be recorded in the Clerk's office of the County
Court of Albemarle County, Virginia.

On motion the vote on the foregoing resolution was taken
by ayes and nos on a call of the roll and resulted as follows:

In favor of its adoption: The Rector, and Visitors, Watts,
McCormick, Gordon, Bryan and Harmon, these six being the only
members of the Board present.

The Finance Committee reported to the Board that they
had made an arrangement with the Virginia Trust Company, the
trustee in the deed of trust or mortgage this day approved,
to certify the bonds to be issued under said deed, for a compensation
of two hundred and fifty dollars ($250.00), said
Company to make no charge for paying the coupons as they mature.
Thereupon the following resolutions were adopted, by
a unanimous vote:

1. Resolved, that the action of the Finance Committee in
making a contract with the Virginia Trust Company to certify
the bonds secured by the deed of trust or mortgage this day
approved, for the sum of $250.00, be and the same is hereby
approved and confirmed, it being understood that said Trust
Company will make no charge for paying the coupons as they
mature.


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2. Resolved, that the counsel for the Rector and Visitors
be and he is hereby authorized to contract with A. Horn &
Co. of Richmond, Va, for the lithographing the bonds provided
for in the resolutions this day adopted, at a cost not to exceed
$150.00.

3. Resolved, that the Finance Committee be authorized, in
their discretion, to appoint and arrange terms with the Virginia
Trust Company to act as the transfer agent of the Rector
and Visitors in the registration and transfer of the aforesaid
bonds on the books of the University, if in the judgment
of said Committee it shall be desirable to appoint some transfer
agent other than the Proctor; but if said company be not
so appointed then the Proctor shall act as such transfer agent.

On motion the following resolution was adopted:

Resolved, that the Finance Committee be and is hereby directed
to settle with and pay John B. Moon by an order on the
Proctor, his fee for professional services in the preparation
of the bonds and deed of trust to secure the proposed loan of
two hundred thousand dollars, said fee to be paid from the
proceeds of the sale of the said bonds.

The form of the deed of trust or mortgage approved and
adopted by resolution of the Board appearing on page 92 [49]
of this book and ordered to be spread is in the following
words and figures, to-wit:

This indenture, made this first day of May in the year
One thousand Eight Hundred and Ninety Six, (1896), between
the Rector and Visitors of the University of Virginia, a


52

public corporation created and existing under the laws of
Virginia, and controlled by the General Assembly of said
State, which is hereinafter styled and referred to as the
"Rector and Visitors, party of the first part; the Virginia
Trust Company, a Corporation likewise chartered and existing
under the laws of said State, and hereinafter styled and
referred to as the "Trust Company", party of the second part;
and all persons at any time holding the bonds hereinafter secured,
or any of them, parties of the third part;

I.

Whereas, the General Assembly of Virginia at its regular
session of 1895-6 enacted and passed an act, entitled,
"An act to enable the Rector and Visitors of the University
of Virginia to repair the loss sustained by that institution
by fire of October 27th, 1895." which is in words and figures
as follows, to-wit:

Whereas, the principal buildings of the University of
Virginia were nearly destroyed, and many thousand volumes of
its library, together with much valuable furniture, apparatus,
and other of its property totally destroyed by the fire of
October twenty seventh eighteen hundred and ninety five; now,
therefore, for the purpose of restoring the University to its
original efficiency by repairing the old buildings, or erecting
new, and by providing necessary books, apparatus and furniture:
1. Be it enacted by the General Assembly of Virginia,
that the Rector and Visitors of the University of Virginia be,
and they are hereby authorized at any meeting at which a majority


53

of said Visitors shall be present, to borrow money, and
to issue bonds therefor, to an amount not exceeding two hundred
thousand dollars, either registered or with coupons for
interest, or in part of one class and in part of the other,
and convertible from one class into the other at the pleasure
of the holder, in sums of One hundred dollars, or any multiple
thereof, bearing date on some day in the year Eighteen hundred
and ninety six, payable forty years after date, with interest
from date at a rate not exceeding six per centum per annum;
but containing on their face the reservation of the right to
the said Rector and Visitors to pay the whole or any part of
said bonds at any time after ten years from their date.

2. The bonds authorized hereby to be issued shall be exempt
from taxation in any manner by the State of Virginia, or by
any county, city, town or other corporation exercising powers
of taxation under the authority of this Commonwealth.

3. For the purpose of securing payment of said bonds, the
said Rector and Visitors are hereby authorized to convey by
deed of trust all the property belonging to or held to the
said University, subject to any previous pledge therof which
has heretofore been made.

4. The sum of ten thousand dollars per annum, in addition
to the forty thousand dollars provided for by section fifteen
hundred and fifty four of the Code of Virginia, shall be paid
to the Rector and Visitors of the University of Virginia, in
equal semi-annual instalments, at such times as they may fix.
The said sum of ten thousand dollars per annum shall be used
by the said Rector and Visitors for the sole purpose, and no


54

other, of paying the interest as it shall accrue on the bonds
authorized by this Act to be issued, and of providing a sinking
fund for the payment of the principal thereof.

5. This Act shall be in force from its passage.

Which said Act was duly approved by the Governor of the State
on the 23d day of January, 1896.

II.

And whereas, at a meeting of the said Rector and Visitors
held at the said University on the 25th day of April, 1896, at
which six Visitors out of the nine constituting the Board were
present, the following resolution was adopted by the unanimous
vote of all the Visitors present:

Resolved:

1st. That the provisions of an act of the General Assembly
of Virginia entitled, `An act to enable the Rector and
Visitors of the University of Virginia to repair the loss sustained
by that institution by the fire of October 27th 1895,'
approved January 23d, 1896, be, and the same are hereby, accepted.

2d. That the bonds of this corporation to the amount of
two hundred thousand dollars be issued as provided in said Act,
of the denomination of Five Hundred Dollars each, bearing interest,
payable semi-annually, at the rate of five per centum
per annum, the same to be dated on the first day of May, 1896,
and the principal to be payable forty years after date, but
with the option to this corporation to redeem and pay the same
or any of them, at any time after ten years from their date;
and the interest aforesaid to be payable on the first day of


55

May and the first day of November in each year, but the same
to cease from and after such time as the principal of the
bonds respectively upon which it accrues shall be called in
for payment, and provision made for such payment; and that
the proceeds of said bonds coming into the hands of this corporation
shall be devoted exclusively to the purposes specified
in the said act.

3d. That the said bonds, principal and interest shall
be secured by a deed of trust to be duly executed with general
warranty by this corporation to the Virginia Trust Company,
as trustee, conveying and assigning in trust to secure
the principal and interst of said bonds, all the real estate
of this corporation, together with all buildings, betterments,
and improvements erected, and to be erected thereon; also certain
of its personal property, to-wit: its libraries, statuary
and paintings, and all its equipments, appliances, furniture,
apparatus and other similar chatel property used in
the conduct of the business of the University, or in connection
with the different courses of instruction given at said
institution, including all personal property of this character
and description, which may be hereafter acquired by this
corporation, and also all the interest and claim of this corporation
in and to a certain legacy bequeathed to it by the
last will and testament of Arthur W. Austin, of Milton, in the
State of Massachusetts, which said will is of record in the
County of Norfolk and State of Massachusetts, in the courts
of which county the said will was probated.


56

4th. Said deed of trust shall be executed, acknowledged
and delivered in the name of and for and on behalf of this
corporation by the Rector and attested by the Secretary with
the Corporate seal affixed, and shall contain a provision
giving to this corporation the right from time to time to sell
or exchange said articles of chattel property and replace them
with others of equal or greater value which shall be subject
to said deed of trust; and also reserving to this corporation
the right in its own name to demand, sue for, receive, receipt
for, and collect; and also to commute, compromise, and adjust
the said legacy without the intervention of said trustee company,
provided that all amounts realized thereon shall remain
in the hands of and be held by this corporation subject to
said trust deed; and said deed shall further contain such other
provisions as the said Rector may be advised are usual, apt
and proper in the premises.

5th. And for the purpose of further securing said bonds,
the said trust deed shall contain a covenant that the said
buildings shall be kept insured in some one or more, reputable
insurance companies for the sum of One hundred and fifty thousand
dollars until such time as the aggregate amount of said
bonds shall be reduced below said sum of $150,000, after which
time an amount of insurance at least equal to all of said bonds
outstanding shall be sufficient; all such policies of insurance
to be drawn or assigned so that loss, if any, shall be payable
to said Trust Company for the protection of the holders of said
bonds; and said trust deed shall further contain a covenant on
the part of this corporation for the establishment, setting


57

apart, and maintenance of a sinking fund of not less than two
thousand dollars per annum out of the current revenues of the
University to meet and discharge the principal of said bonds.

6th. The said bonds shall also be signed by said Rector
and attested by the Secretary with the corporate seal affixed;
and shall consist of a series of four hundred bonds for Five
Hundred Dollars each, numbered consecutively from one to four
hundred.

The form of said bond shall be as follows:

 
$500.00  $500.00 

Coupon Mortgage Bond No. . . . .

The Rector and Visitors of the University of Virginia, a
public corporation created and existing under the laws of the
State of Virginia, for value received, hereby acknowledges
itself indebted and promises to pay to the bearer of this bond,
or in case the same be registered then to the registered owner
thereof, forty years after date hereof, at the office of the
Virginia Trust Company, at Richmond, Virginia, the sum of Five
Hundred Dollars in the true and lawful money of the United
States of America, with interest thereon at the rate of five
per centum per annum from this date until paid, payable semiannually
on the first day of May and the first day of November
in each year at the said office of the said Trust Company, on
the presentation and surrender of the proper coupons representing
the same, hereto attached.

This bond is one of an issue of Two Hundred Thousand Dollars
of bonds, the principal and interest whereof is secured


58

by a deed of trust of even date herewith upon all the real
estate, and certain personal property of the said Rector and
Visitors, to the Virginia Trust Company, of Richmond, Virginia,
as trustee, and of record in the clerk's office of the County
Court of Albemarle County.

In case of default in the payment of the above interest
for ninety days after any instalment of the same is due, and
has been demanded, the principal of this bond shall, at the
option of the holder thereof, and in accordance with the terms
and conditions of the said deed of trust, become forthwith due
and payable.

This bond is issued in pursuance of an act of the General
Assembly of Virginia, approved January 23d, 1896, entitled `An
Act to enable the Rector and Visitors of the University of Virginia
to repair the loss sustained by that institution by the
fire of October 27th 1895, which said act provides that this
bond shall be exempt from taxation in any manner by said State,
or by any county, town, or other corporation exercising the
powers of taxation under the authority of the said State.

The said Rector and Visitors as provided in said Act, do
hereby reserve the right to pay the principal of this bond at
any time after ten years from this date; and after this bond
shall have been called in by the said Rector and Visitors in
pursuance of this provision, and after notice of such call
shall have been published once a week for four successive weeks
in some newspaper published in the City of Charlottesville, Va,
and for the period of thirty days in some newspaper published


59

in the city of Richmond, Va, all the interest on this bond
shall cease and determine and no further interest accrue
thereon; and all coupons hereto attached and thereafter maturing
shall be and become wholly void, and of no effect; but
the principal together with any interest, theretofore accrued
and represented pro tanto by the coupon next thereafter maturing
is to be paid upon the presentation and surrender of this
bond and all the said coupons thereafter maturing.

The holder of this bond may cause the same to be registered
on the books of the University in the name of such holder,
and the same shall thereafter be transferable only on such
books; and until there be a further transfer thereof on said
books, the principal thereof shall be payable only to such registered
holder, or to the legal representatives of such holder;
the coupons or interest warrants remaining always transferable
by delivery,- but when assigned to bearer by such registered
holder and such assignment registered on the said books, this
bond shall again become negotiable and transferable by delivery,
and will so continue until again registered in the name of
an assignee; and each successive registration shall be endorsed
thereon.

This bond shall not be valid until the certificate endorsed
thereon shall be signed by the said Trust Company, or some officer
thereof.

In Testimony Whereof, the said Rector and Visitors have
caused this bond to be signed by their said Rector and sealed
with their corporate seal, and attested by their Secretary,
this first day of May, Anno Domini 1896.


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The Rector and Visitors of the University of Virginia,
By . . . . . . . .

And to which said coupon bond coupons shall be annexed
to the following effect, (the signature thereto being lithographed
or engraved)

(Form of Coupon)

 
$12.50.  $12.50. 

The Rector and Visitors of the University of Virginia
will pay to the bearer at the office of the Virginia Trust
Company, Richmond, Virginia, on the 1st day of _____ 18(or
19 —) Twelve Dollars and Fifty Cents, being six months
interest on their bond No. . . . . . . for Five Hundred Dollars;
and this coupon is issued and redeemable according to
the terms of said bond.

(Signed) . . . . . . . . , Proctor.

7.th. None of said bonds shall be issued until authenticated
and verified by certificate endorsed on each bond by
an officer of the said Trustee Company, or its successor in
trust, to the following effect:

(Form of Certificate)

The Virginia Trust Company, of Richmond, Virginia, the
trustee referred to in the within instrument, hereby certifies
that this is one of the issue of bonds to the amount of
Two Hundred Thousand Dollars therein specified and subscribed.


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Richmond, Virginia, . . . . . 18 . . . .

Virginia Trust Company,

By . . . . . . . . .

8th. All the said bonds with the interest accruing thereon
shall stand secured equally and ratably in the said trust deed
without reference to the date of their issue, and it is understood
that the said trust deed is secondary and subordinate to
a deed of trust heretofore executed by the said Rector and
Visitors to S. V. Southall and others, trustees, conveying the
real estate aforesaid, dated July 2nd, 1875, and of record in
Albemarle County and given to secure $95,000 of the bonds of
this corporation, of which said bonds, however, there are now
outstanding only the sum of $69,500, the remainder having been
paid and cancelled; of said $69,500, the further sum of $12,750
is already provided for, to be met at maturity by a sinking
fund in the hands of the said Rector and Visitors, thus leaving
of said prior loan, unpaid and unprovided for, only the sum of
$56,750.

9th: And there shall also be conveyed and assigned in the
said deed of trust, along with the other property therein embraced,
all the interest and claim of this corporation in and
to its waterworks, dams, reservoirs, mains and pipes, and appliances
and fixtures therewith connected, and in and to all
lands, easements, and privileges acquired used or held in connection
therewith; the said lands easements, privileges, water
works, dams, reservoirs, mains, pipes, appliances and fixtures,
being all those either held jointly by this corporation and the
City of Charlottesville, Va., or solely by this corporation, and
including all future extensions thereof and additions thereto.


62

"10th: If at any time after the lapse of ten years from the
date of said bonds it should be determined to call in and redeem
a portion of said bonds by way of investment of the sinking
fund or otherwise, the said Rector and Visitors shall determine
by lot the bond or bonds so to be called in and redeemed
out of those then outstanding."

III.

And Whereas, in pursuance and by virtue of authority contained
in and implied from the resolutions of which the foregoing is
a copy and subject to the conditions and reservations contained
therein, and for the purpose of effectually carrying out the
objects and purposes thereof, the said Rector has caused the
form of this deed and indenture to be prepared; and at a meeting
of the said Rector and Visitors held at the said University
on the same 25th day of April, 1896, at which a majority of the
said Board was present; the said form was submitted to them and
was by them, in all respects, ratified and approved, and the
said Rector directed, in accordance with the resolutions of said
Rector and Visitors hereinbefore set forth, to execute the same
and the bonds therein provided for.

IV.

Now Therefore, This indenture witnesseth: That in consideration
of the premises, and of the sum of Ten Dollars in hand paid by
the said Trust Company to the said Rector and Visitors, the receipt
whereof at and before the ensealing and delivery of these
presents is hereby acknowledged, the said Rector and Visitors
have given, granted, bargained, sold, aliened, enfeoffed and confirmed,
transferred, assigned, and set over; and by these presents


63

do give, grant, bargain, sell, alien, enfeoff and confirm,
transfer, assign, and set over unto the said Trust Company of
Richmond, Virginia, and its successors and assigns forever, all
and singular the following estate, real and personal, namely:

1st: All those lands of the said Rector and Visitors lying
in the County of Albemarle, West of the City of Charlottesville,
on which are located the greater part of the buildings of the said
University, acquired at various times and from various parties
by deeds of record in the Clerk's Office of the County Court of
Albemarle County and bounded by a survey thereof as follows:
Beginning at the intersection of the Staunton and Lynchburg
Roads, about three-fourths of a mile West of Charlottesville,
thence with the Lynchburg Road 6134 feet to a black oak on the
left of the said road; thence North 25 West 880 feet to a leaning
chestnut; thence South 78 1/2 West 800 feet to a chestnut
oak stump; thence South 21 1/2 West 693 feet to a small maple
on a branch; thence South 10 1/4 West 264 feet to Wheeler's
old road; thence along Wheeler's old road 1963 feet to a white
oak; thence North 34 East 916 feet; thence North 28 1/2 East
165 feet; thence North 24 1/2 East 330 feet; thence North 22
East 693 feet, thence North 27 West 644 feet; thence North
10 1/4 West 1106 feet to a chestnut, corner of Maury's and
Garth's; thence North 32 East 616 feet to a corner of Garth
and Randolph; thence South 51 East 330 feet; thence North 47 1/2
East 536 feet to a chestnut oak on the top of the mountain;
thence North 50 1/2 East 338 feet; thence South 67 3/4 East
1848 feet to branch and road, corner to Smith; thence South
86 East 231 feet; thence North 77 1/2 East 484 feet to a white


64

oak stump; thence South 70 1/2 East 1576 feet; thence North
17 1/2 East 1458 feet to the Staunton Road at a stake; thence
along said road 3564 feet to the beginning, containing four
hundred and fifty-four acres.

Also all that tract or parcel of land lying in the said
County of Albemarle on the North side of the turnpike or County
road leading from Charlottesville to Staunton, known as "Carr's
Hill," containing forty-two and five-eights acres, adjoining
the first named lands, being the same land conveyed to the Rector
and Visitors of the University of Virginia by Addison Maupin
and Lucy T., (his wife) by deed dated the 1st. day of July,
1867, and of record in the Clerk's Office of the County Court
of Albemarle County, to which deed reference is hereby made
for the metes and bounds of the same.

Together with all buildings, structures, betterments, and improvements
upon said lands, including all those to be placed
thereon out of the proceeds of the loan herein secured, there
being situated thereon the rotunda and all the halls, lecture
rooms, professors' houses, dormitories, hotels, and other buildings
of the said University.

2nd. Also the personal property of the said Rector and Visitors
used in the conduct of the business of the said University,
or in connection with the different courses of instruction given
at said institution, and consisting of its libraries, books,
statuary, paintings, pictures, and works of art, and all its
equipments, machinery, laboratories, appliances, furniture,
apparatus and specimens and models; and all similar chattel
property now or hereafter upon its premises aforesaid, including


65

all personal property of this character and description,
which may hereafter be acquired by said Rector and Visitors.

3d. All and every interest and claim of the said Rector
and Visitors and the said University in and to the estate,
real and personal, of the late Arthur W. Austin, of Milton,
in the County of Norfolk, and State of Massachusetts; by
whose last will and testament and the codicil thereto, dated
May 18th, 1884, admitted to probate in the courts of of the said
county of Norfolk and of record therein, the said Rector and
Visitors and said University were made the residuary legatee
of his Estate, subject, however, to the interest for life by
the said will given in said residum to his daughter, Mary Austin,
who is now, as provided in said will, in the enjoyment
for the term of her natural life of the income derived therefrom;
the corpus of the said residuary fund amounting to upwards
of $400,000.00, being, however, in the hands of trustees
appointed by the Courts of Massachusetts in accordance with
the terms of the said will; so that the interest hereby assigned
and conveyed, and intended to be so assigned and conveyed,
consists of the corpus of the said residuary legacy,
to which the said Rector and Visitors will become entitled
upon and after the termination of the said life interest therein,
given in the said will to the said Mary Austin; the said
fund being now in the hands of the trustees aforesaid.

4th All and every interest and claim of the said Rector and
Visitors in and to all the water-works, dams, reservoirs, mains,
pipes, appliances, machinery, and fixtures, now or hereafter
used in connection with the water supply of the said University;


66

and also all lands, easements, privileges and concessions acquired,
held and used in connection with such water supply
and water-works; the said water-works, dams, reservoirs, mains,
pipes, appliances, machinery, fixtures, lands, easements and
privileges being those held and owned, either jointly by the
said Rector and Visitors and the City of Charlottesville, Va,
or by the said Rector and Visitors alone; and including also
all future extensions of and additions to the same, which may
be hereafter made by the said Rector and Visitors.

But all upon trust nevertheless, that the said Trust Company
and its successor shall hold all the said property for the
uses and purposes, and subject to the powers, agreements,
stipulations, uses, covenants, conditions, and provisions
herein set forth, that is to say:

Article 1.

Until default shall be made by the said Rector and Visitors,
or their successors or assigns in the payment of any
interest upon the said bonds hereinbefore mentioned and described,
or upon some one or more of them, or in the payment
of the principal of the said bonds, or of some one or more
of them, the said Rector and Visitors, their successors and
assigns, shall be suffered and permitted to remain in actual
and exclusive possession, management and control of all of
the said property hereinbefore mentioned and described, to
take the rents, issues and profits thereof, and in all respects
to use and control the same as fully and completely as
though this indenture were not executed.


67

Article 2.

In case default shall have been made in the payment of
any coupon for interest upon the said bonds, or any of them,
and such coupon shall have remained unpaid and in arrears for
the period of ninety days after demand, the principal of such,
and every such of said bonds shall thereupon become due and
payable, notwithstanding that the time limited for the payment
thereof may not then have elapsed. And in such case, or
in case default shall be made in the payment of the principal
of the said bonds, or any thereof, at maturity, and the holders
of one third of the whole amount then outstanding of the
said bonds and coupons upon which default has been made, in
writing so request, it shall be lawful for the said Trust
Company, or its successors, or for the person or persons who
shall for the time being be charged with the execution of the
trust hereby created, with the assistance of any person or
persons, and with or without, any proceeding in, or order or
decree of any court, to enter in and upon the said property
hereinbefore described, or which may then be subject to the
lien of these presents in any place or places in which the
said property, or any part thereof, may be, and to take possession
of the said property, and of all property whatsoever
which may then be subject to the lien created by these presents,
and if need be to take and carry away, the said personal
property, and to sell and dispose of all said property as
a whole or in parcels, by public auction to the highest bidder,
at the said University of Virginia, or elsewhere, at such time
or times as the said Trust Company, or its successors, shall


68

appoint, and upon such reasonable terms of sale as the said
Trust Company may prescribe in regard to the time or times for
the payment of the purchase money thereof and the mode of securing
any deferred instalment of such purchase money; but
prior to any such sale the said Trust Company shall give public
notice thereof, and of the time and place at which the
same is proposed to be made, by advertisement thereof in one
newspaper of general circulation in each of the cities of
Charlottesville and Richmond, Va, the same to be published
for at least once a week for six consecutive weeks prior to
the date at which such sale shall be advertised to take place.

And upon any such sale the said trustee for the time
being shall make, execute and deliver to the purchaser or
purchasers of the said property good and sufficient deeds,
bills of sale, or such other further instruments as may be
requisite to transfer to such purchaser or purchasers complete
and absolute title to, and property in and to, the
said lands and other estate of whatsoever description and
every part and parcel thereof; except that in so far as the
said two parcels of land first herein conveyed and described
are concerned, such sale shall be made subject to the aforesaid
deed of trust thereon, dated July 2nd, 1875, and to the
payment of any balance remaining then unpaid upon the debt
secured in the said deed.

And it is hereby expressly declared and agreed that any
sale or sales that may be made as aforesaid shall be a perpetual
bar both at law and in equity against the Rector and
Visitors, their successors and assigns, and against any and


69

all persons whomsoever claiming the property so sold, or any
part thereof, by, from, through, or under the said Rector and
Visitors, their successors or assigns, save and except as to
any balance then remaining unpaid upon said lien of July 2nd,
1875, in so far as the same may then bind said real estate;
and after deducting from the proceeds of any such sale the
amount of all reasonable proper expenses and charges which may
be made or incurred by the said Trust Company in taking, acquiring,
or retaining possession of the said property, or any
portion thereof, or in managing or controlling or transporting
the same, or in preparing for, making and completing such sale
or sales, and making conveyances to the purchasers, as well as
the compensation allowed by the laws of Virginia to a trustee
who sells, the trustee shall apply the purchase money and proceeds
of such sale ratably and equally amongst all the holders
of the bonds and past due coupons and interest herein secured
except, and taking care that, if any of the holders of the said
bonds have not received so much interest from the said Rector
and Visitors as others, such bondholders shall, first, and before
any distribution is made, be paid so much as will place
them on an equal footing with the other bondholders; after
which all shall share alike, without discrimination or difference
as between principal and interest. And if after the
payment in full of the principal and interest accrued upon
each and all of the said bonds, a surplus of the proceeds of
such sale or sales shall remain in the hands of the said Trust
Company, it shall pay such surplus to the said Rector and Visitors,
or their assigns, or as any court of competent jurisdiction
shall lawfully direct.


70

And it is hereby expressly declared and agreed that the
said Trust Company, or its officer, or agent, or attorney,
acting for it may, in its or his discretion, adjourn any sale
which they may make at the time and place appointed for such
sale, and if so adjourned, such sale may be made at the time
and place at and to which the same shall have been adjourned,
and without further notice thereof.

And it is further declared and agreed that the receipt
of the Trust Company, or of its officer, or agent, who shall
make such sale, or cause the same to be made, shall be a sufficient
acquittance to the purchaser of the prorerty which
shall be sold as aforesaid for the purchase money-, and such
purchaser shall not, after paying such purchase money and receiving
such receipt, be liable in any way to see to see to
the application of such purchase money upon, or for, the trust
purposes by these presents provided for, no shall he be liable
for any loss, or misapplication or non-application of such
purchase money in part or in whole.

And it is further declared and agreed that upon any sale
made under, or by virtue of these presents, the bonds intended
to be secured hereby, and all overdue coupons thereupon, shall
be received in payment of the purchase money for any property
sold at such sale as equivalent to so much of the said purchase
money as would be payable upon such bonds and overdue coupons.

Article 3.

In case default shall be made in the payment of the interest
coupons upon the said bonds, or any thereof, after demand
therefor, and such coupon or coupons shall remain so unpaid


71

and in arrears for the period of ninety days, or in case
default shall be made after demand in the payment of the principal
of any of the said bonds, when the same by the terms
thereof shall become due and payable, then, and in either of
said cases, it shall be the duty of the said Trust Company to
exercise the power conferred, and sell, or take proper legal
proceedings to enforce the rights of the holders of the said
bonds upon a requisition in writing to that effect being made
upon the said trustee, signed by the holders of at least one
third of the whole amount of the said bonds then outstanding,
and upon a proper indemnification to the said trustee against
all costs and expenses to be by it incurred in the premises.

Article 4.

At all times while the property hereinbefore described
shall remain in the possession or under the control of the
said Rector and Visitors, their successors or assigns, it
shall be its, or their duty, to keep and maintain the same in
good order and repair. And the said Rector and Visitors, or
their successors or assigns, may from time to time make such
additions or repairs in and about the same as it, or they, may
deem advisable; provided, however, that such additions or alterations
shall not impair or decrease the value of the said
property.

Article 5.

It is mutually agreed by and between the parties hereto,
that the said Trust Company shall be entitled to just and reasonable
compensation for all the services which it may hereafter
render in this trust, and the payment to it of all outlays


72

and expenses incurred in the execution of this trust, to
be paid by the said Rector and Visitors, their successors or
assigns, and that the said Trust Company shall not be answerable
for the default or misconduct of any agent by it with
reasonable care appointed, nor for anything whatsoever in connection
with this trust except willful misconduct, or failure
to exercise ordinary care. And it shall be no part of the
duty of the said Trust Company to see to the recording or filing
of this deed of trust, or to the renewing thereof; nor to
the making or renewal of any insurance on the property hereby
conveyed, nor as to its amount or validity.

And it is further agreed that the said Trust Company, or
any trustee hereafter appointed, may be removed by the votes
of two thirds in interest of the holders of said bonds issued
and outstanding at the time being, which vote for the removal
of a trustee must be taken at a meeting of the said bondholders,
and must be attested by the hands and seals of the Chairman and
Secretary of such meeting, or by a statement in writing under
the hands and seals of two-thirds in interest of the bondholders,
duly acknowledged.

And it is further mutually agreed that the said Trust
Company, or any trustee hereafter appointed, may resign and
discharge themselves of the trust created by these presents,
by giving notice to the said Rector and Visitors, in writing,
at least three months before resignation shall take effect,
or by giving such other notice as shall be accepted by the
said Rector and Visitors, and upon the due execution and delivery
of the conveyance hereinafter required. And it is


73

hereby expressly declared and agreed, that, in case any time
hereafter the said Trust Company, or any trustee hereafter
appointed, shall die or resign, or be removed, or become incapable,
or unfit to act in the said trust, then in case there
is no existing default in the payment of the interest or principal
of any of the said bonds secured hereby, the said Rector
and Visitors shall, by an instrument under their corporate
seal and recorded in the clerk's office of Albemarle County
Court, appoint a successor or successors of such deceased, removed,
or incapable trustee or trustees; but if there shall be
any existing default in the payment of any such principal or
interest, or if the said Rector and Visitors shall for six
months decline or neglect to appoint such successor or successors,
then in that case the holders of the bonds secured
hereby, acting by a majority in interest, shall be, and they
are hereby, authorized and empowered by an instrument or instruments,
in writing under their respective hands and seals,
duly acknowledged as aforesaid, at a meeting of the said bondholders,
to appoint a successor or successors to such deceased,
removed or incapable trustee or trustees.

And such successor or successors that are so appointed
shall immediately upon his or their acceptance of the trust become
vested with all the power, authority and estates held or
possessed by the trustee trustees whom he or they shall have
been appointed to succeed, without further assurance or conveyance.

And thereupon all the power and authority herein, and all
the estate, right, title and interest in the property affected


74

hereby of such resigned or removed trustee or trustees shall
wholly cease or determine. But notwithstanding, the surving
or continuing trustee, if there be such, and the trustee or
trustees resigning or being removed, shall upon request in
writing of the new trustee or trustees, execute and deliver
to him or them all such conveyances or other instruments as
shall be fitted or expedient for the purpose of assuring to
such new trustee or trustees the legal estate in the premises.

And it is hereby declared and agreed that in the case the
holders of said bonds shall fail or omit to appoint a new trustee
or trustees in manner aforesaid, application may be made by
the said Rector and Visitors, or by any holders of any of the
said bonds, to any court of competent to entertain jurisdiction
of the proceedings to enforce the lien of these presents, for
the appointment of a new trustee or new trustees to be made
upon such reasonable notice to the parties in interest as the
said court shall deem proper.

Article 6.

And this indenture further witnesseth; that the said Rector
and Visitors for and in consideration of the premises and
for the sum of Ten Dollars, the receipt whereof, at and before
the ensealing and delivery of these presents, is hereby acknowledged,
covenants, promises and agrees, and by these presents
does for itself and its successors covenant, promise and
agree to and with the said Trust Company and its successors in
the trust hereby created, that the said Rector and Visitors
shall and will well and truly pay, or cause to be paid, unto
the holders of the said bonds the principal and interest thereof


75

as the same shall become payable according to the tenor of
the said bonds, and the terms of such coupons as may be thereto
annexed, and that they shall and will from time to time,
and at all times thereafter, and as often as thereunto requested
by the said Trust Company under this indenture, execute, acknowledge,
and deliver all such other and further instruments, conveyances
and assurances in law for the better assuring unto the
said Trust Company, and its successors in this trust, the property
herein mentioned and described, and all substituted property,
as shall by the said Trust Company, or its counsel learned
in the law, be devised, advised or required.

And it is further understood and agreed that the bonds for
the registration of which provision has hereinbefore been made,
shall be so registered on the books of the said Rector and Visitors,
and while they shall remain so registered the principal
thereof shall be payable only to the registered owners or to
their legal representatives. And if at any time after the expiration
of ten years from the date of said bonds the said Rector
and Visitors shall determine to call in and redeem a portion,
or a certain number of said bonds by way of investment of
the sinking fund herein provided for, or otherwise, the bond or
bonds so to be called in and redeemed shall be selected and determined
upon by lot by the said Rector and Visitors.

Article 7.

And the said Rector and Visitors do hereby further covenant
to and with the said Trust Company and to and with the
said parties of the third part, that they, the said Rector
and Visitors, will keep the said buildings upon the said University


76

premises, or the more important portion of them, insured
in one or more reputable fire insurance companies for
the aggregate sum of not less than One hundred and fifty thousand
dollars until such time as the aggregate amount of the
principal of the bonds herein secured shall be reduced below
said sum of $150,000.00; after which time an amount of insurance
at least equal to the principal of all said bonds outstanding
shall be sufficient; and all policies for such insurance
shall be drawn or assigned so that loss, of any accrue
thereunder, shall be payable to said Trust Company, or its successors
as trustee for the further security and indemnity of
the said parties of the third part; and the said Rector and
Visitors may, by and with the consent in writing of said Trust
Company, or the acting trustee first obtained for that purpose,
expend any amount or amounts, or a part thereof, realized from
any such loss, in rebuilding and replacing the buildings and
structures from the destruction of which the loss accrued.

Article 8.

And the said Rector and Visitors do further covenant to
and with the said Trust Company and to and with the said parties
of the third part, that they, the said Rector and Visitors,
will well and truly establish, set apart, preserve, and
maintain a sinking fund of not less than two thousand dollars
annually out of the current income and revenues of said University
in preference to all other charges on such income and
revenues, (except as to those charges to which a superior preference
may have been given by law) which sinking fund shall be


77

accumulated, preserved and kept solely and exclusively for the
purpose of meeting and discharging the principal of the bonds
herein secured; and the same shall be from time to time invested
in safe interest bearing securities, or be used in taking
up, purchasing or retiring the bonds herein secured, or
any of them; but in case the same shall be so used in purchasing,
retiring or taking up any such bonds, then an amount equal
to all such interest as would thereafter otherwise have become
from time to time payable upon such bonds so purchased, retired
or taken up, shall be from time to time added to such sinking
fund over and above the said two thousand dollars per annum.

Article 9.

And it is further provided that, while the said Rector
and Visitors shall remain in possession, and there shall be
no subsisting default in the payment of the principal of any
of the aforesaid bonds herein secured and no default continuing
for ninety days in the payment of any of the interest
thereon, the said Rector and Visitors shall have power from
time to time to sell and dispose of, free from the lien, operation
and effect of this indenture such portion of the movable
property conveyed and assigned in the second paragraph of the
granting clause of this indenture as may at any time be, or
become, undesirable or unsuitable for the uses and purposes
for which it is now held, or which may be more valuable for
sale than for use; provided that the same shall be adequately
replaced and substituted by other similar property to be placed
upon the premises of a value equal to or greater than so sold
or disposed of; and such property so acquired shall be and remain


78

in all respects subject to the provisions and lien of
this indenture as if specifically included and conveyed herein;
and such right of sale or exchange shall only be exercised upon
condition of substitution being made as aforesaid.

And until such default in the payment of said principal
or some portion thereof, or such default of ninety days in the
payment of said interest, or some portion thereof, the said
Rector and Visitors shall have the full right and power to demand,
sue for, receive, give acquittance for and collect the
aforesaid legacy bequeathed by the will of the said Arthur W.
Austin, and to compromise, compound, adjust and commute the
same free from the lien, operation and effect of this indenture;
save and except, however, that the principal amount of
any and all monies, funds and securities received by said Rector
and Visitors from and on account of the said legacy, shall
be and remain in the hands of said Rector and Visitors in all
respects subject to the lien and operation of this indenture;
but until such default be made as aforesaid the said Rector
and Visitors shall be permitted to hold the said principal of
all such monies, funds and securities, and place and invest
the same in some safe, interest-bearing securities, and from
time to time to change such investments so made, and to use
the interest and income thereof in and about the current business
of the University; or the said Rector and Visitors may,
with the approval and consent of the said Trust Company, or
acting trustee first obtained in writing for that purpose, invest
and expend a portion of such monies, funds and securities


79

in, buildings, improvements and betterments of a permanent
nature upon the said premises of the said University. But
if under the terms and conditions of this indenture, it shall
have become necessary and proper for the said Trust Company,
or the acting trustee hereunder, to make sale of said legacy,
then, and in that event, the said Trust Company, or the acting
trustee, shall be authorized, in the discretion of such trustee,
to sue for and collect such legacy, and, with the consent
of the said Rector and Visitors, to commute and compound the
same instead of making sale thereof; and the proceeds of any
such collection or commutation shall be disposed of in the
same manner that the proceeds of a sale of such legacy would
be disposed of hereunder.

Article 10.

Upon the production by the said Rector and Visitors to
the said Trust Company, or to its successor or successors in
the trust, of all the bonds and coupons which may have been
issued in pursuance of and secured by this indenture, or in
event of the loss or destruction of any of said bonds and
coupons, upon proof satisfactory to said Trust Company, or to
said acting trustee or trustees, that all of said bonds and
coupons have been fully paid and discharged; then, and in that
event, the said Trust Company, or its successor or successors
in the trust, shall be fully authorized and empowered, and it
shall be their duty to release to release to the said Rector
and Visitors all the property and estate of every description
herein conveyed, so that the same shall stand free and forever
discharged and acquitted from the lien of this indenture as


80

fully and completely as if the same had never been made, but
all costs, expenses and charges, incident to this release and
discharge, shall be borne and paid by the said Rector and
Visitors.

Article 11.

Default in the payment of the principal of the said bonds,
or any of them, and default for ninety days in the payment of
the interest coupons thereon, as hereinbefore mentioned, referred
to and specified, shall be construed to mean such default
after demand shall have been made at or after maturity for the
payment of any of such bonds or coupons; and no such default
shall be understood to have accrued as to any such bond, or coupon
for interest, until such demand therefor shall have been
made; and no interest shall accrue or any overdue coupon until
after demand for the payment thereof shall have been made.

And if the said Virginia Trust Company shall at any time
fail or cease to keep an office in the City of Richmond, Virginia,
at which the said bonds and coupons can in the usual
course of business be presented for payment or redemption, or
shall cease to act as trustee under this indenture; then, and
in either of these events, all the said bonds then outstanding
and interest and coupons, representing such interest thereon,
shall be and become payable at the office of the Proctor of
the said University; he being by law constituted the fiscal
agent of the said Rector and Visitors.

Article 12.

And the said Rector and Visitors covenant to and with the
said Trust Company that they will warrant generally the property


81

hereby conveyed; that they have the right to convey the
aforesaid lands to the said Trust Company; that the said Trust
Company shall, in the execution of the trusts herein created,
have quiet possession of the said lands, free from all encumbrances;
and that the said Rector and Visitors have done no
act to encumber the same. But it is understood that these
covenants are made and entered into, subject to the aforesaid
lien of July 2nd, 1875, upon said lands, which lien nevertheless
the said Rector and Visitors are bound to pay at maturity
to the exoneration of said lands.

And this indenture further witnesseth: That said Trust
Company hereby accepts the aforesaid trust, and covenants and
agrees to and with the said Rector and Visitors to execute the
same upon the terms and conditions mentioned.

In Testimony Whereof: the said Rector and Visitors of the
University of Virginia have caused their name and Corporate
seal to be hereunto affixed by . . . . ., their Rector and
chief officer, and attested by . . . . . , their Secretary;
and the said trust company has caused its name and corporate
seal to be hereunto affixed by . . . . . , its President, and
attested by . . . . . its Secretary, on the day and year first
above written.

The Rector and Visitors of the

University of Virginia

illustration[Description: (Corporate Seal)
Attest,
. . . . . , Secretary.]

By
. . . . . , Rector.


82

illustration[Description: (Corporate Seal)
Attest,
. . . . . ,
Secretary.]

Virginia Trust Company

By

. . . . . ,

President.

On motion the Board adjourned sine die.

Attest,

W. C. N. Randolph,
Rector
Jas D. Jones,
Secretary.