University of Virginia Library

RESOLVED, by the Rector and Visitors of the University of
Virginia, That Professor Thomas Cary Johnson, Associate Professor
of History, be and is hereby granted leave of absence for the session
1932-33, for a year of uninterrupted study of the scientific interests
of the Old South, this leave to be conditional upon the securing of a
substitute acceptable to the Acting President of the University and to
the Department of History.

RESOLVED, by the Rector and Visitors of the University of
Virginia, That the resignation of Dr. George Bright Young, as Associate
Professor of Preventive Medicine, be accepted with regret. Dr. Young
has carried forward his work here with devotion and skill and the
Rector and Visitors wish for him the pleasure and freedom that comes
of duty faithfully performed.

RESOLVED, that the Rector and Visitors of the University of
Virginia approve the action of the Acting President, taken during the
Summer Quarter, in making the following appointment.

Dr. E. L. McQuade, as Associate Professor of Public Health in the
University of Virginia, at a salary of $1500, incumbency beginning
September 15, 1931.

WHEREAS, William J. Howland, Oliver P. Howland, and William
L. Zimmer, Jr., as representative of the Zimmer interests, who gave
the money for the establishment of the Samuel Watts Scholarship in
the University of Virginia, have requested a change in the designation
of the beneficiaries of this Scholarship, as well as a change in the
limitations placed on this Scholarship, now therefore

BE IT RESOLVED by the Rector and Visitors of the University of
Virginia, That the beneficiaries of this Scholarship be named by
William L. Zimmer, Jr., of Petersburg, and that the Scholarship be
made applicable to any department of the University.

RESOLVED, by the Rector and Visitors of the University of
Virginia, That they approve an increase in salary for Miss Clara
Ponton, Technician in the Department of Roentgenology, from $100
to $125 per month, and direct that the Governor be requested to
authorize this increase, effecting a net saving in the department
of $40 per month by the dropping of one employee.

RESOLVED, by the Rector and Visitors of the University of
Virginia, That His Excellency the Governor of the Commonwealth be
and is hereby requested to reappoint Mr. Edmund S. Campbell, Professor
of Art and Architecture in the University of Virginia, as a member of
the Art Commission of the State of Virginia.

The Building Committee wishes to report as follows:

The Nurses' Home was completed about three weeks ago
at a cost of $205,966.67. The Furniture for the building amounted to
$11,539.54, making a total cost of $217,536.21.

The Chemical Building, complete, cost $80,704.10. This
building is completed, with the exception of the furniture. There is
provided $24,000.00 for equipment and furniture, making a total of
$105,000.00, which is the appropriation.

The Law Building is about two-thirds completed. So far
the expenditures have been $165,042.32. In addition to this, the
residence built for Professor Fickenscher, cost $13,198.41. This residence
was authorized and paid for by Mr. Clarke. Appropriation for the
residence $15,000.00.

RESOLVED, That this matter be, and is hereby, referred back to the
Attorney for the University, with instructions to consult with Mr. Keiffer
further and ascertain and report to this Board whether it will be possible
to have this fund turned over to the University free from the jurisdiction
of the Surrogate's Court of New York.

Under date of October 28th, 1929, Messrs. Kieffer & Woodward,
Attorneys of 31 Nassau Street, New York City, acting for the Estate of
Thomas F. Ryan, deceased, addressed a letter to Mr. Newcomb, in which
these gentlemen stated that since the provision of paragraph X of
ARTICLE FIRST of Mr. Ryan's will, giving a net income of $3000.00 per
year for the Thomas F. Ryan Scholarships was educational in its nature,

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On or about the first of November, 1929, Mr. Newcomb
referred Messrs. Kieffer and Woodward's letter to me for reply. I
made reply under date of November 1st, 1929, and from that date down
to a few months ago several letters have been exchanged on the subject,
but no definite plan of action was agreed on.

On Friday, November 6th, 1931, a conference was held in the
President's Office at the University of Virginia, at the request of
Mr. Kieffer. Mr. Newcomb, Acting President, was present, together with
Mr. Kieffer and Mr. Caskie, of Lynchburg, his associate, representing
the Ryan Estate, and W. Allan Perkins, Attorney for the University.
Mr. Kieffer stated that Mr. Ryan's Executors are very anxious to have
the University qualify as Trustee with reference to the fund to be set
apart for the maintenance of the Ryan Scholarships at the University.
He stated that it would be extremely difficult, if not impossible, to
obtain a Trust Company in the City of New York to consent to act, in
view of the fact that the trust is perpetual and the amount involved is
not large. The additional expense which the qualification of a Trust
Company would entail in the way of commissions both on the principal
of the fund and on the annual income is also a consideration.

Mr. Kieffer and Mr. Caskie requested that the whole situation
be presented at the next meeting of The Rector and Visitors and expressed
the earnest desire that the University agree to accept the
Trusteeship, and take charge of the principal of the fund. Mr. Newcomb
and Mr. Perkins agreed that the matter should be presented to The Rector
and Visitors, and with this explanation I beg leave to submit the following
statement.

Paragraph X of ARTICLE FIRST of the Will of Thomas F. Ryan reads
as follows.

"X. I give and bequeath to my Trustees a fund in trust
sufficient to produce a net income of three thousand dollars
($3,000.00) per year for the benefit of and for the purpose
of continuing what are now known as the Thomas F. Ryan Scholarships
at the University of Virginia."

ARTICLE SEVENTEENTH of said Will reads, in part, as follows:

"I hereby nominate and appoint my friend, William C.
Potter, and my son, Clendennin J. Ryan, to be the Executors of
this my Last Will, and of any codicil or codicils hereto. I
hereby nominate and appoint my friend William C. Potter, and
my son, Clendennin J. to be the Trustees of this my will and
of any codicil or codicils thereto. I authorize, empower and
direct my said two personal trustees, on the creation of the
trusts herein provided for, to nominate and appoint a Trust
Company doing business in the City of New York or a Bank doing
business in the City of New York, authorized to act in the capacity
of Trustee or fiduciary to the same extent as Trust
Companies incorporated under the laws of this State to serve as
co-trustee with them or the survivor of them under this my will.
111............It is my desire and intention that upon the
creation of the trusts herein provided for there shall always
be at least one individual and a Trust Company or Bank of good
standing doing business in the City of New York to act as
Trustees under this my will."

ARTICLE EIGHTEENTH contains the following provision:

"In case of the death, resignation or inability of either of
my Executors or personal Trustees to act hereunder, I authorize
and empower the survivor to appoint a successor co-Executor or a
successor co-Trustee.

"Save and except as herein otherwise expressly provided,
any person so appointed under the terms of this Article shall,
without giving any security, have and exercise all the rights
and powers of an Executor and Trustee herein conferred upon the
Executors and Trustees herein named by me, as fully as if he
had been originally designated and appointed as co-Executor or
co-Trustee, including all discretionary powers and the power to
appoint a successor to an Executor or Trustee whose position
shall for any reason become vacant.

"Notwithstanding the provision that there shall always be
at least one individual and a Trust Company or Bank of good
standing doing business in the City of New York to act as Trustees
under this, my Will, if at any time my personal Trustees or the
survivor of them and the Trust Company acting as such Trustee
for the time being shall be unanimously of opinion that it is
better for the interests of my estate that a Trust Company or
Bank in the City of New York, authorized by law to execute
trusts, shall be appointed sole Trustee under this my Will,
either of all or of any one or more of the separate trusts herein

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established, then and in that event I authorize my said Trustees,
by a proper instrument in writing executed by all of them, to appoint
such Trust Company or Bank as they shall select to be the
sole Trustee of any one or more of the trusts under this my Will,
and except as to the discretion herein expressly conferred upon
my personal Trustees, I hereby give and grant unto such Trust
Company or Bank all the rights, powers and authority in this my
Will given to or conferred upon the Trustees herein named."

ARTICLE TWELFTH of the will states very explicitly that every gift
contained in the Will is conditioned upon the fact that the beneficiaries
shall not directly or indirectly prosecute any suit or any legal proceeding
having for its object the defeat in whole or in part of any provision of the
will, or of any testamentary intention therein declared, the provision being
made that should attempt be made all gifts to any beneficiary making such
attempt shall be null and void, and the amount bequeathed to such beneficiary
shall immediately pass into the residuum of the estate.

The residuum of the estate is disposed of by ARTICLE FOURTH of the
will under which provision is made for the Testator's children, grandchildren
and widow. This clause includes not only living grandchildren, but also any
grandchildren not in being at the time of the death of the Testator.

Mr. Kieffer, in his capacity of Attorney for the Ryan Estate, is,
of course, intimately familiar with all of its details. He tells us that he
prepared Mr. Ryan's will himself, and has attended to the probate thereof. Of
course, in connection with this probate, which was undertaken before the Surrogate's
Court for the City of New York, all parties in interest under said will
have been cited to appear and are now before the Court.

Mr. Kieffer states that in his opinion, upon a proper presentation
of the existing situation, the New York Surrogate will allow the University to
qualify as Trustee under the will.

Mr. Kieffer is further of opinion that there will be no difficulty in
having all of the securities belonging to the fund actually delivered to the
University and transferred by it to Virginia. He further believes that as a
practical matter no accounting will be required of the University as Trustee.
We do not feel that this is a matter of special importance as the University
will, of course, be ready and willing to make an accounting if such accounting
should be desired at any time.

The question for your consideration is of a dual nature

First. Is the University willing to accept the responsibility of
administering this fund, and is it under any obligation to do so? One view of
the situation is that under Mr. Ryan's will his Trustees are directed to administer
this fund and to pay the University $3000.00 a year. You may very
properly feel that the University is interested only in receiving that amount,
and that it should not undertake the responsibility of agreeing to the amount
at which fund may be capitalized, or of administering the principal of the
fund. On the other hand, the consideration should not be overlooked that if
the University has the principal fund in its hands it will be assured of the
proper administration of that fund, and will be relieved of all necessity of
dealing with non-resident Trustees.

Second. Entirely aside from all question of the advisability of
accepting the Trusteeship comes the consideration of what may be the legal effect
of undertaking the substitution in question. The provisions of Mr. Ryan's
will, set out at length above, show clearly that it was his intention that the
trusts created by his will should be administered by his personal Trustees, or
by at least one individual and a Trust Company. The last paragraph of ARTICLE
EIGHTEENTH contains a provision, however, that if it becomes proper a Trust
Company may be appointed as sole Trustee. Throughout all of the very elaborate
provisions with reference to the appointment and substitution of Trustees, the
intention clearly appears that a Trust Company or Bank in the City of New
York shall be appointed whenever the personal Trustees cannot act.

The provisions of ARTICLE TWELFTH above referred to are most
explicit in annulling any gift, the beneficiary of which attempts in any way
to defeat any testamentary intention expressed in the will. We think these
phases of the problem should be most carefully considered, and that any consent
on the part of The Rector and Visitors to act as substituted Trustee should be
conditioned upon—

1st. Having this whole situation submitted to a firm of lawyers
in the City of New York, to be selected by this Board,

2nd. Upon an opinion being given by these lawyers, stating that in
their opinion such substitution of Trustees will not in any way be contrary to
any intention expressed by Mr. Ryan in his will, and

3rd. That the Surrogate's Court for the City of New York in the
proceeding now pending before it, and with the parties now before it, has full
and complete jurisdiction to enter the order substituting the University in the
place of the Trustees named in the will, and to authorize the proper transfer
of the funds from the State of New York to the State of Virginia

We think that the cost of this opinion and all other costs connected
with this matter should be borne by the Ryan Estate.

We also believe that the fund which may be set apart to produce the
annual payment of $3000.00 should be large enough to insure an annual income of
at least that amount under the most unfavorable conditions.