Board of Visitors minutes :: April 27, 1957 :: University of Virginia Library

Commenting on the problems encountered by the Finance Committee in handling
certain properties donated and bequeathed to the University, Mr. Gray said that
he and the Comptroller had been attempting to work out a suitable resolution
fixing authority for the transfer of securities. He then presented to the
Board a resolution, drawn by the University's Special Council, which, moved by
Mr. Gray and seconded by Mr. Berkeley, was adopted as follows

WHEREAS, Section 23-69 of the Code of Virginia, 1950, provides
that "The board of visitors of the University of Virginia shall be
and remain a corporation under the style of `the Rector and Visitors
of the University of Virginia', and shall have, in addition to its
other powers, all the corporate powers given to corporations by the
provisions of Title 13," and,

WHEREAS, Title 13 of the Code of Virginia, 1950, deals with
corporations and Section 13.1-3(g), a part thereof, grants to
corporations generally the following powers

"(g) To purchase, take, receive, subscribe for, or
otherwise acquire, own, hold, vote, use, employ, sell,
mortgage, lend, pledge, or otherwise dispose of, and
otherwise use and deal in and with, stock, securities or
other interests in, or obligations of, other domestic or
foreign corporations organized for any purpose, associations,
partnerships or individuals, or direct or indirect
obligations of the United States or of any other
government, state, territory, governmental district or
municipality or of any instrumentality thereof, and to
guarantee the payment of any bonds or other obligations of
any other domestic or foreign corporation organized for
any purpose,"

and,

WHEREAS, Section 23-74 of said Code of Virginia, 1950, directs
the board of visitors of the University of Virginia to appoint from
their own body a rector, and,

WHEREAS, Section 23-76 of said Code of Virginia, 1950, as amended,
provides that the board of visitors shall appoint a president and may
appoint a comptroller and proctor, and employ any other agents or
servants, and, generally, in respect to the government and management
of the University, make such regulations as they may deem expedient,
not being contrary to law, and,

WHEREAS, under the powers granted to it as hereinabove set out,
the board of visitors of The Rector and Visitors of the University
of Virginia has authority to make regulations concerning sale or
transfer of securities registered in the name of The Rector and
Visitors of the University of Virginia, and/or the University of
Virginia,

NOW, THEREFORE, BE IT

RESOLVED, that any one of the following officers,
namely, Frank Talbott, Jr., The Rector of the University
of Virginia, Colgate W. Darden, Jr., its President, or
Vincent Shea, its Comptroller, be and is hereby authorized
in the name and on behalf of The Rector and Visitors of the
University of Virginia to assign and transfer any and all
securities of any company, corporation or association now
or hereafter registered in the name of or belonging to The
Rector and Visitors of the University of Virginia and/or
the University of Virginia,

And be it further —

RESOLVED, that the said companies, corporations and
associations, their transfer agent or agents, their
registrar or registrars and their respective administrators,
executors, sucessors and assigns, be and hereby are
authorized to treat Hamac and Company as holder in fact and
owner of said shares and certificates representing the same
for any and all purposes including but not limited to the
payment or issuing of dividends in money or stock to said
Hamac and Company,

And be it further —

RESOLVED, that the said companies, corporations and
associations, their transfer agent or agents, their registrar
or registrars and their respective administrators, executors,
successors, and assigns, be and hereby are absolved from any
and all responsibility in following the said shares as being
the property of The Rector and Visitors of the University of
Virginia and/or the University of Virginia.