University of Virginia Library

Pursuant to call of the Rector, a Special Meeting of the Board of Visitors was
held on this date in the office of the President of the University at 11 o'clock A. M.,
for the following purposes:

• (a) To authorize the execution, issuance, sale and delivery of not to exceed
  $304,000 University of Virginia Engineering Department Bonds, mentioned and
  described in a certain Loan Agreement dated as of March 9th, 1934, between The
  Rector and Visitors of the University of Virginia and the United States of
  America, authorized by resolution of the Board of Visitors adopted February 17,
  1934, in the form and upon the terms and conditions therein prescribed;

• (b) To authorize the erection of the project, the construction of the new
  buildings for the Department of Engineering and the making of the improvements
  mentioned and described in said Loan Agreement upon the terms and conditions
  therein expressed;

• (c) To authorize any and all acts and things necessary, proper or convenient in
  connection with the execution of said Loan Agreement, or in connection with the
  full and complete performance of any of the terms and provisions thereof;

• (d) To transact any and all other business which may come before the meeting.

There were present the Rector, Fred W. Scott, and Visitors James H. Corbitt, C.
O'Conor Goolrick, Sidney B. Hall, Wm. A. Stuart, and R. Gray Williams.

The oath of office as Visitor of the University was administered to the members
by Charles E. Moran, Clerk of the Circuit Court of Albemarle County.

The meeting was called to order and Mr. Fred W. Scott was elected Rector, and E. I.
Carruthers, Secretary, for the terms ending February 28, 1938.

The Rector appointed the following Standing Committees:

       

Grounds and Buildings:	Rinehart, Corbitt, Garnett and Stuart.
Finance:	Rinehart, R. Gray Williams and Scott (Chairman).
New Buildings:	Rinehart, Goolrick and Lewis C. Williams.
Special Committee on Installation of the President:	The Rector and Hollis Rinehart.

The Board being apprised of the death of Cyrus Harding Walker, a Visitor of the
University, on February 23, 1934, the Rector appointed a Special Committee consisting of
Messrs. R. Gray Williams, Goolrick and Garnett, to prepare appropriate resolutions touching
the service of Mr. Walker as Visitor of the University and Rector of the Board for presentation
to the next meeting of the Board.

Mr. Stuart introduced the following resolution in writing:

RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF UNIVERSITY OF VIRGINIA ENGINEERING
DEPARTMENT BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $304,000, AND DETERMINING THE FORM
THEREOF.

BE IT RESOLVED BY THE BOARD OF VISITORS OF THE RECTOR AND VISITORS OF THE UNIVERSITY
OF VIRGINIA, A STATE INSTITUTION, IN THE COMMONWEALTH OF VIRGINIA, as follows:

Section 1. Bonds of The Rector and Visitors of the University of Virginia, (hereinafter
referred to as the "Institution"), each to be known as "University of Virginia
Engineering Department Bond", are hereby authorized to be issued in the aggregate principal
amount of $304,000, in pursuance of the Constitution of the Commonwealth of Virginia, and
an Act of the General Assembly of the Commonwealth of Virginia, entitled: "An Act to
authorize and empower educational institutions of the State to erect buildings and to make
other improvements to their plants and for such purpose to borrow or accept money under the
provisions of an act of the Congress of the United States, known as the National Industrial
Recovery Act, approved June 16, 1933, and any acts amendatory thereof, and any acts supplemental
thereto and revisions thereof, and any further act of the Congress of the United
States, and to issue bonds and certificates of indebtedness and other obligations; to provide
funds for the payment of the principal of and the interest on the same and to secure
such payment; and to authorize and empower said institutions to lease with or without the
privilege of purchase buildings and projects constructed pursuant to the provisions of
said National Industrial Recovery Act and any acts amendatory thereof and any acts supplemental
thereto and revisions thereof, and any further act of the Congress of the United
States, and to acquire and convey such real estate or other property as shall be required
for such buildings and projects", approved September 12, 1933, constituting chapter 49 of
the Acts of the General Assembly passed at the Extra Session of 1933, for the purpose of
financing the erection of the project mentioned and described in section 3 of this resolution.

Section 2. Said bonds shall be dated February 1, 1934, shall mature in the principal
amount of $10,000 on February 1 in each of the years 1937 to 1941, both inclusive,
$11,000 on February 1 in each of the years 1942 to 1963, both inclusive, and of $12,000 on
February 1, 1964, shall bear interest at the rate of four per centum (4%) per annum, payable
on the first day of August, 1934, and semi-annually thereafter on the first days of
February and August in each year until maturity, shall be in the denomination of $1,000.00
each, numbered from one upwards in order of maturity, shall be coupon in form, registerable
at the option of the holder as to principal only, shall be payable only out of the funds
hereinafter in this resolution provided, shall be payable at the office of the Bursar of
the Institution, Charlottesville, Virginia, or, at the option of the holder, at Peoples
National Bank of Charlottesville, Virginia, in such funds as are on the respective dates
of payment of interest on and principal of such bonds legal tender for debts due the
United States of America, and shall be in substantially the following form:

(FORM OF BOND)

No._____

$1000.00

UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

UNIVERSITY OF VIRGINIA ENGINEERING DEPARTMENT BOND

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA, a State Institution, in the
Commonwealth of Virginia, for value received, promises to pay to the bearer of this bond,
or if it be registered, to the registered holder, solely from the Bond and Interest Sinking
Fund Account hereinafter mentioned, (herein referred to as the "Sinking Fund"), and not
otherwise, the sum of One Thousand Dollars ($1,000.00) on the first day of February, 19__,
and, solely from said Sinking Fund and not otherwise, to pay interest thereon at the rate
of four per centum (4%) per annum, on the first day of August, 1934, and semi-annually
thereafter on the first days of February and August in each year from the date of this
bond until it matures upon presentation and surrender as they severally mature of the
coupons therefor annexed hereto. Subject to the terms and conditions hereinabove provided,
both principal of and interest on this bond will be paid in such funds as are on the respective
dates of payment of the principal of and interest on this bond legal tender for
debts due the United States of America, at the office of the Bursar of the Institution, in
the City of Charlottesville, in the Commonwealth of Virginia, or, at the option of the
holder, at Peoples National Bank of Charlottesville, Virginia.

This bond may be registered as to principal only by the holder on the books of the
Institution, kept in the office of the Bursar, and such registration shall be noted on the
back of this bond, after which no valid transfer of this bond shall be made on said books
until after registered transfer to bearer. Such registration shall not affect the
negotiability of the coupons which shall continue to pass by delivery.

This bond is one of an issue, the authorized principal amount of which is Three
Hundred and Four Thousand ($304,000) Dollars, the bonds of which are of like tenor, except
as to numbers and maturity, and is issued pursuant to the constitution of the Commonwealth
of Virginia and an Act of the General Assembly of the Commonwealth of Virginia entitled.
"An Act to authorize and empower educational institutions of the State to erect buildings
and to make other improvements to their plants and for such purpose to borrow or accept
money under the provisions of an act of the Congress of the United States, known as the
National Industrial Recovery Act, approved June 16, 1933, and any acts amendatory thereof,
and any acts supplemental thereto and revisions thereof, and any further act of the Congress
of the United States, and to issue bonds and certificates of indebtedness and other obligations;
to provide funds for the payment of the principal of and the interest on the same
and to secure such payment, and to authorize and empower said institutions to lease with
or without the privilege of purchase buildings and projects constructed pursuant to the
provisions of said National Industrial Recovery Act and any acts amendatory thereof and any
acts supplemental thereto and revisions thereof, and any further act of the Congress of the
United States, and to acquire and convey such real estate or other property as shall be
required for such buildings and projects", approved September 12, 1933, constituting Chapter
49 of the Acts of the General Assembly passed at the Extra Session of 1933, and by
virtue of a resolution of the Board of Visitors of the Institution, entitled: "Resolution
authorizing the issuance and sale of University of Virginia Engineering Department Bonds in
the aggregate principal amount of $304,000, and determining the form thereof, "duly and
finally adopted on March 19, 1934, and approved by the Governor of the Commonwealth of
Virginia on March 20, 1934.

The issue of bonds of which this bond is one is authorized for the purpose of
financing the making of certain improvements (hereinafter called the "project") to the
plant of the Institution. It is hereby covenanted and agreed that the Institution upon
the completion of the erection by or for it of the project and the acceptance thereof will
charge and collect for or in connection with the use, occupation and/ or services of such
project and any additions and extensions thereto, and replacements thereof, subsequently
constructed or acquired, or any services rendered therein, such fees, rents and charges as
the Board of Visitors of the Institution shall deem proper so that the project shall always
have sufficient receipts and revenues, determined as provided in subdivision (e) of section
six of said Act, to provide for the payment of all expenses of operation and maintenance
of the project in addition to the discharge in due course of any liabilities or debts of
the Institution incurred in connection with the project, and that such fees, rents and
charges so collected, after providing first for and deducting all reasonable expenses of
such operation and maintenance, will be set aside in the said Bond and Interest Sinking
Fund Account, to the extent only in said resolution provided. Said Sinking Fund is hereby
irrevocably pledged to the payment of the principal of and interest on the bonds of said
issue as the same become due, and the Institution shall not be liable to make such payment
out of any other fund or moneys whatsoever.

In the event of default as defined in section seven of said Act, the holders of
twenty-five per centum (25%) in aggregate principal amount of the bonds then outstanding of
the issue of which this bond is one, may appoint a trustee and the principal of all the
bonds may be declared due and payable before the maturity thereof and a receiver may be appointed
on the conditions, in the manner, at the time and with the effect provided in
section seven of said Act. Said bonds shall not be in any way a debt of the Commonwealth
of Virginia and shall not create or constitute any indebtedness or obligation of the
Commonwealth, either legal, moral or otherwise. Neither the Governor of the Commonwealth
of Virginia nor the members of the Board of Visitors of the Institution, nor any person
executing said bonds shall be liable personally on the bonds or be subject to any personal
liability or accountability by reason of the issuance thereof.

It is hereby certified and recited that all conditions, acts and things required
by the constitution and statutes of the Commonwealth of Virginia to exist, to have happened
and to have been performed precedent to and in the issuance of this bond exist, have happened
and have been performed, and this bond does not constitute an indebtedness within the
constitutional or general statutory limitations of the Commonwealth, or any public body.

IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia has
caused this bond to be signed in its name by its President and its corporate seal to be

hereunto affixed and attested by the Secretary of its Board of Visitors, and the interest
coupons hereto attached to be authenticated by the facsimile signature of its Bursar, and
this bond to be dated the first day of February, 1934.

THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA

By:_________________________
President

ATTEST:
____________________
Secretary, Board of Visitors

(FORM OF COUPON)

NO._____

$20.00

Subject to the terms and conditions expressed in the bond hereinafter mentioned,
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA will, upon surrender hereof, pay to
bearer on the first day of __________, 19___, the sum of Twenty Dollars ($20.00), in
such funds as are on said date legal tender for debts due the United States of America, at
the office of the Bursar of the Institution in the City of Charlottesville, Virginia, or at
the option of the holder, at Peoples National Bank, Charlottesville, Virginia, being six
(6) months interest then due on its University of Virginia Engineering Department Bond, dated
February 1, 1934, and bearing number _____.

____________________
Bursar

CERTIFICATE OF REGISTRATION

The within bond has been registered as follows:

Date of Registration
__________
__________

Name of Registered Holder
__________
__________

Registered By
__________
__________

Section 3. The proceeds derived from the sale of said bonds shall be used for the
construction of a building for the Department of Engineering, (hereinafter sometimes called
the "project") as a part of the Institution's building system and for other and incidental
purposes, all as more specifically mentioned and described in resolutions heretofore
adopted, and particularly in a certain Loan Agreement authorized by resolution adopted February
17, 1934, and dated as of March 9th, 1934, between the Institution and the United
States of America. It is hereby determined that interest on said bonds during the period
of such construction and the cost of issuance of the bonds shall be deemed a part of the cost
of such construction for the financing of which said bonds are authorized. It is also hereby
determined that the construction and erection of such project is a purpose for which bonds
may lawfully be issued under the provisions of the Act hereinabove referred to.

Section 4. Said bonds shall be limited obligations of the Institution payable only
from the revenues and receipts derived directly or indirectly from the project after providing
first for the reasonable expenses of the operation and maintenance thereof, and, subject
to the terms and provisions hereinafter in this resolution expressed, such revenues and
receipts after making such provisions are hereby exclusively pledged as security for the payment
of the principal of and interest on such bonds and other obligations hereinafter provided.

Section 5. The Institution shall operate and maintain the project and charge and
collect for or in connection with the use, occupation and/or services of such project, or any
services rendered therein, such fees, rents and charges as the Institution shall deem proper,
so that the project shall always have sufficient revenues and receipts, determined as provided
in sub-division (e) of section 6 of the Act referred to in section 1 hereof, to provide
for the payment of reasonable expenses of operation and maintenance of the project, in
addition to the discharge in due course of any liabilities and debts of the Institution
incurred in connection with the project, and to do all such other acts and things in connection
with such operation and maintenance and the charging and collection of such fees,
rents and charges, as may be necessary, proper or convenient to carry out the provisions of
this resolution.

The fees, rents and charges collected by the Institution as aforesaid, after deducting
reasonable expenses for operation and maintenance, including but not limiting the
generality of the foregoing, charges for heating, lighting, power, janitor service, water,
telephone, repairs and insurance, (but not including salaries of the executive staff and
teaching staff), shall be set aside in the sinking fund described in section 6 hereof, to
the extent provided in said section.

Section 6. The Institution shall set aside as collected and deposit the revenues
and receipts of the project after providing first for the payment of the amounts required
by section 5 hereof for reasonable expenses of operation and maintenance, in a "Bond and
Interest Sinking Fund Account" (herein referred to as the "sinking fund"), to the extent
only hereinafter in this section provided. So long as any of the bonds authorized by this
resolution shall remain outstanding, the moneys in the sinking fund shall be pledged to and
used solely for the purpose of paying the interest on and principal of such bonds. During
each of the fiscal years ending 1935 to 1946, both inclusive, there shall be set aside and
paid into such sinking fund out of the revenues and receipts of the project, an amount equal
to one hundred twenty per centum (120%) of the amount of interest payable on the bonds outstanding
and one hundred twenty per centum (120%) of the aggregate principal amount of the
bonds maturing in each such year. The amount by which such payments into the sinking fund
exceed the aggregate amount of interest and (principal) payable in such years shall be held
in the sinking fund as a reserve for contingencies and used only in accordance with the
provisions of this resolution. During each of the fiscal years ending 1947 to 1964, both
inclusive, the amount so set apart and paid into the sinking fund shall be equal to one
hundred per centum (100%) of the amount of interest payable on the bonds outstanding and

one hundred per centum (100%) of the aggregate principal amount of bonds maturing in each
such year; provided, however, that no further payments need be made into said sinking fund
when the amount of money held in said sinking fund (including the reserve for contingencies)
equals the amount of the interest and principal that will be payable at the time of the
maturity of all of the bonds then outstanding. If in any fiscal year the Institution shall
fail to pay into the sinking fund the full amount hereinabove stipulated, then an amount
equal to the amount of such deficiency shall be set apart and paid into the sinking fund
from the first available revenues or receipts of the following fiscal year or years. If the
Institution shall fail to make such payment into the sinking fund as aforesaid during any
fiscal year, any funds then held in the sinking fund as a reserve for contingencies, as above
provided, shall be used for the payment of any portion of the interest on and principal of
the bonds becoming due in such fiscal year, on which bonds there would otherwise be a default
but the amount by which such reserve is so reduced by such payment shall be replaced from
the first available revenues and receipts of the following fiscal year or years in excess of
the required payment for the then current fiscal year. All moneys held in the sinking fund
as a reserve for contingencies shall either be deposited in a bank or banks which are members
of the Federal Reserve System in a special account or accounts to be continuously secured
by a pledge to the Institution of direct obligations of the United States of America
having an aggregate market value, exclusive of accrued interest, at all times at least
equal to the balance on deposit in each such account; or such moneys shall be paid into
the treasury of the Commonwealth of Virginia to the account of the Institution and as a
special fund for the use of the Institution, or, such moneys shall be invested in such
direct obligations of the United States of America; provided, however, that the Institution
shall make suitable provisions for the sale of such obligations when it shall prove necessary
to draw upon said sinking fund or the reserve therein.

Section 7. The Institution shall keep complete and accurate accounts of all sums
of money received and disbursed in connection with the erection, operation and maintenance
of the project, including, without limiting the generality of the foregoing, a complete and
accurate record of all amounts charged as fees, rents and charges in connection with the
operation of such project and all sums disbursed for the payment of the interest on and
principal of the bonds. The Institution shall also prepare and submit a complete operating
and income statement of the project in reasonable detail, within sixty days after the close
of each fiscal year to the Governor of the Commonwealth of Virginia, and to the United
States of America, and, upon written request, to any purchaser or holder of any of the bonds
Such operating and income statement shall be certified by independent auditors, if demand
for an independent audit shall be made.

Section 8. So long as any of the bonds shall remain outstanding, the Institution
will maintain insurance on the project for the benefit of the holders thereof of a kind and
in an amount which usually would be carried by private corporations operating a similar
project. The proceeds of any insurance, other than for loss of use and occupancy, shall be
used only for (a) replacements or repairs, or (b) payments into the sinking fund. During
the period of loss of use and occupancy, the proceeds of any use and occupancy insurance
shall be paid into the sinking fund and applied according to the provisions relating thereto.

Section 9. So long as any of the bonds shall remain outstanding the Institution
shall not issue any additional bonds of any other authorized issue or other evidences of
indebtedness payable from the revenues and receipts of said project, unless the lien and
security of such additional bonds or evidences of indebtedness on the revenues and receipts
of such project, are made junior and subordinate in all respects to the lien and security
of the bonds described herein.

Section 10. The holders of the bonds are (and shall be) entitled to all the
benefits of and subject to the provisions of section 7 of the Act referred to in section 1
of this resolution, and any Trustee appointed by the holders of the bonds pursuant to said
section 7 of said Act shall have the powers provided by sub-division (e) of said section 7
of said Act.

Section 11. The provisions of section 5 to section 9, both inclusive, of this
resolution shall be a part of the contract with the holder or holders of the bonds, and the
President or Bursar or other executive or financial officers of the Institution shall be and
they hereby are authorized and empowered to do any and all acts and things necessary, proper
or convenient in order fully to carry out and perform the agreements on the part of the
Institution to be carried out and performed pursuant to said sections.

Section 12. The bonds hereby authorized shall be and they hereby are awarded to
the United States of America at par and accrued interest, in accordance with the terms and
provisions of the aforesaid loan agreement, dated as of March 9th, 1934, between the Institution
and the United States of America, authorized by resolution of the Board of Visitors
of the Institution adopted February 17, 1934, and the President of the Institution be and
hereby is authorized and empowered from time to time to execute said bonds in the name and
under the seal of the Institution, attested by the Secretary of its Board of Visitors, in
such block or blocks as may be necessary or advisable to comply with the terms of said loan
agreement, and to cause the coupons thereto annexed to be authenticated by the facsimile
signature of the Bursar and said President or Bursar be and he hereby is authorized and
directed to deliver said bonds to the purchaser thereof in accordance with such loan
agreement upon receipt of payment therefor in accordance with the terms of this resolution.

Section 13. This resolution shall be submitted to the Governor of the Commonwealth
of Virginia for his approval and shall take effect immediately upon his approval thereof.

The foregoing resolution was read in full once to the said meeting and thereupon,
upon motion of Mr. R. G. Williams, seconded by Mr. Hall, the said resolution was adopted by
the following vote:

The foregoing resolution was read in full to the meeting once, and thereupon, on
motion of Mr. Corbitt, seconded by Mr. Stuart, said resolution was adopted by the following
vote:

The following resolution was adopted:

The Rector and Visitors of the University of Virginia desire to record their
appreciation of the valuable service rendered by William Mynn Thornton in the preservation
and upbuilding of the Engineering Department of this University, and as a testimonial to the
length and distinction of his services to, and his continuing interest and affection for his
Alma Mater, they desire to pass the following resolution:

The President reported that the Beta Theta Pi Fraternity had approached him with
reference to the loan of $20,000 agreed to be made them on their property at the meeting of
the Board December 21, 1931, stating that it was now their desire to arrange for said loan.
On motion, it was

Application of Professor Arthur F. Macconochie for a further loan of $2,000 on his
residence property at Farmington was declined.

The following resolution, with respect to sale of certain stocks and bonds, was
adopted:

The meeting then adjourned.