 | Board of Visitors minutes January 16, 1937 |  |
Pursuant to call of the Rector, a Special Meeting of the board of Visitors of
The Rector and Visitors of the University of Virginia was held at the office of the President
at the University, at 11:00 o'clock A.M. on Saturday, January 16th, 1937.
Present: Messrs. Scott, Corbitt, Rinehart, Lewis Williams, Garnett, Gray
Williams, Stuart, and Mrs. Munford.
Absent: Messrs, Hall and Goolrick.
The meeting was called to order by Mr. Frederic W. Scott, the Rector.
The President then made the following statement.
That since the meeting of this Board held on June 26th, 1936, a series of conditions
have arisen which have necessitated radical changes in the method of financing the
new Library project, and that in order to clarify the record he deemed it wise to include
in the minutes of this meeting a concise statement of these conditions and of the steps
heretofore taken to meet each situation as it has arisen.
When the building of the new Library was first proposed and investigation made
as to what funds might be available from the Federal Emergency Administration of Public
Works, we were informed that while the Federal Government had funds available for a grant,
no funds were available for a loan, and that we would therefore have to sell our bonds
to some purchaser other than the Federal Government.
A meeting of this Board was held on June 26th, 1936, at which meeting there was
presented an offer of Wilmington Trust Company to purchase $400,000.00 of said vonds, and
an offer of Scott & Stringfellow to purchase $123,000.00 of bonds, these two offers taking
care of the total of $523,000.00 of bonds which it was deemed necessary to issue to supplement
a grant of $427,909.00, which we had reason to believe might be obtained from the
Public Works Administration. The offer of Wilmington Trust Company to purchase said bonds
was conditioned, however, upon the Library Building being finished before its purchase of
the bonds was consummated. This necessitated some form of temporary financing during construction,
and in order to meet this situation a resolution was adopted at said meeting
of June 26th, 1936, authorizing the Finance Committee to pay over to the Bursar for the
use of the Building Committee from the unrestricted funds of the University the sum of
$523,000.00, or so much thereof as might be necessary to be used for this purpose. And
at said meeting a further resolution was adopted accepting the offers of Wilmington
Trust Company and of Scott & Stringfellow to purchase said bonds in accordance with their
respective offers.
Under date of September 22nd, 1936, the rederal Emergency Administration of
Public Works advised us that our application for a grant of $427,909.00 had been approved,
and on October 1st, 1936, a special meeting of this Board was held, at which meeting a
Resolution was adopted accepting said grant and agreeing to abide by all the rules and
regulations promulgated by the Federal Emergency Administration of Public works with
referance thereto. The attention of the meeting was then called to the question of the
issue of bonds aggregating $523,000.00, and it appearing to the meeting that since all of
the data necessary for the proper determination of the form of said bonds and the terms
and conditions under which they were to be issued, secured and sold had not been agreed
upon by the Board and the prospective purchasers of the bonds, the meeting was adjourned
to Friday, October 23rd, 1936, wo that in the meanwhile all of these details might be
discussed and agreed upon.
Conversations were then held with Wilmington Trust Company and Scott & Stringfellow,
whose offers to purchase said bonds were before the Board, and at the adjourned
meeting of this Board, held on Friday, October 23rd, 1936, a resolution wd adopted—
"Authorizing the issuance of University of Virginia Library has in the aggregate principal
amount of $523,000.00, determining the form thereof and the terms and conditions
under which said bonds are to be issued and secured".
And at this meeting the offer of Wilmington Trust Company to purchase $400,000.00
of these bonds, and the offer of Scott & Stringfellow to purchase $123,000.00 of these
bonds were again submitted and a Resolution was adopted accepting each of these offers of
purchase, and providing for the execution, award and delivery of said bonds. Since each
of waid offers was conditioned upon the bonds—" being in form and substance acceptable
to Counsel" for the purchasers, the whole record of our procequre, including the text of
the Act (Chapter 49 of the Extra Session of the Virginia Legislature of 1933, as amended)
was submitted to Messrs. Hawkins, Delafield & Longfellow, Attorneys of New York, which
firm had been designated by Wilmington Trust Company and Scott & Stringfellow as the
Attorneys whom they wished to pass upon the validity of said bonds.
Under date of November 16th, 1936, Messrs. Hawkins, Delafield & Longfellow
rendered an opinion in which they held that while bonds issued under the provisions of
said Chapter 40 of the Extra Session of 1933 were valid and binding obligations if sold
to the Federal Government, they were not valid obligations if purchased by an individual
or instrumentality other than the Federal Government, since in their opinion the terms
of the Act and more particularly the terms of the title to the Act were not broad enough
to authorize the issue of bonds to be sold to anyone except to the Federal Government.
As we were aware of the possibility of this unfavorable opinion being rendered, the question
of its effect upon the sale of the bonds had been discussed at the afjourned meeting
of October 23rd, and at that meeting a Resolution was adopted authorizing the Rector, if
necessary, to direst the Attorney for the University to take such stops as might be necessary
to test the sufficiency of the Act in a Court of competent jurisdiction.
Upon actual receipt of this unfavorable opinion, however, and with the knowledge
that the effect of said opinion was to release the Wilmington Trust Company and
Scott & Stringfellow from their offers to purchase the bonds, and realizing the loss of
time, expense and inconvenience that would result from Court procedure, it was determined
to request the Public Works Administration to reconsider the question of its purchase of
these bonds. A conference was therefore held with representatives of the Administration
in Washington, and we were assured that if application were made to the Administration
for the sale of our bonds to it such application would be given prompt and favorable
consideration.
This conference was held November 18th, 1936, and on November 24th, 1936, application
for loan of $523,000.00 was made to the Public Works Administration
Pending action by the Administration on this application an Extra Session of
the Virginia Legislature was called by Governor Geo. C. Peery. We immediately requested
Messrs. Hawkins, Delafield & Longfellow to prepare such an amendment to Chapter 49 of the
Extra Session of 1933 as, in their opinion, might meet the objections raised by them to
the existing Act. This amendment was promptly prepared and on December 9th, 1936, it was
presented to Governor Peery, with the request that he include this amendment among the
Special Acts to be recommended by him to the Legislature for passage. The act was passed
by the Legislature and was approved by the Governor on December 24th, 1936.
Furthermore, the Legislature also adopted an amendment to Section 72 of the
Tax Code, by which amendment bonds of this character were made exempt from the Virginia
intangible property tax.
On December 18th, 1936, we were advised by the Public Works Administration
that our application for a loan had been approved and that the Administration was ready
to purchase the $523,000.00 of 4% bonds at par.
Since all legal objections to the purchase of these bonds by others than the
Federal Government had been removed by the amendment to the original Act, the question
at once arose as to whether or not we were still under obligation, total if of legal,
to sell these bonds to Wilmington Trust Company and to Scott & Stringfellow, in accordance
with theri original offers in spite of the fact that the character of the bonds
had been materially changed by reason of the amendment to Section 72 of the Tax Code
and the resulting exemption of said bonds from intangible personal property tax in Virginia.
The situation was therefore presented to Wilmington must Company and to Scott
& Stringfellow, and their representatives at once advised us that they did not feel we
were under obligation of any kind to either of them.
Furthermore, we were advised by the Public Works Administration that if we
did not desire to sell the bonds to the Administration at par in accordance with their
approval of our application for the loan, we might offer them publicly or privately
and sell them at the best price obtainable, but that the Administration would still
stand ready to take the whole issue.
An informal meeting of this Board was then held on Monday, December 21st,
1936, at the residence of the Rector, in Richmond, the following members of the Board
being present
Messrs. Scott, Corbitt, Cray Williams, he is Williams, Garnett, Stuart
and Mrs. Munford.
All of the facts heretofore set out in detail were reviewed at said meeting.
After a full discussion of the situation it was agreed.
(1) That all questions as to the form of the bonds, whether a provision permitting
redemption prior to maturity should be inserted in them, and all other questions
relating to the terms thereof, be referred to the Finance Committee and the Attorneys,
(2) That with the approval of the Governor first obtained the bonds be advertised
for sale,
(3) That a meeting of this Board be held in the President's Office at the
University at 11:00 A.M. on Saturday, January 16th, 1937, at which meeting proper resolutions
will be adopted looking toward the issue of the bonds,
(4) That Hawkins, Delafield & Longfellow, bond attorneys of New York, be
retained and requested to give an opinion upon the validity of the bonds to be issued.
Pursuant, therefore, to the understanding had at the informal meeting of
Monday, December 21st, 1936, this present meeting is being held upon formal call of the
Rector and due notice thereof to each member of the Board, as the purposes of this
meeting are specifically enumerated in said call of the Rector it is now in order, with
this explanation before us, to proceed with the reacting of the call of this meeting
and with the matters presented thereby.
The President's statement being thus concluded, the Secretary of the Board
proceeded to read the call of the meeting, which is as follows
January 8th, 1937.
Secretary Board of Visitors,
University, Charlottesville, Va.
Under authority vested in me by Section 809 of the Code of Virginia (1930),
I hereby call a special meeting of the Board of Visitor of the University of Virginia
to be held in the President's Office at the University at eleven (11) A. M., on Saturday,
January 16th, 1937, for the following purposes
(1) To repeal and annul a resolution adopted by the Board of Visitors at
its adjourned meeting held on October 23rd, 1956, entitled "RESOLUTION NO. 2—
AUTHORIZING THE ISSUANCE OF UNIVERSITY OF VIRGINIA and BONDS IN THE AGGRAGATE PRINCIPAL
AMOUNT OF $523,000.00, DETERMINING THE FORM THEREOF AND THE TERMS AND CONDITIONS
UNDER WHICH SAID BONDS ARE TO BE ISSUED AND SECURED".
(2) To condiser, approve and authorize the execution, issuance, sale and
delivery of a series of bonds in an aggregate principal amount of not more than $523,000.00,
to be known as "University of Virginia New Library Bonds", and to fix and define the
terms thereof, said bonds to be in denominations of $1000.00 each, and the proceeds
from the sale of said bonds to be used to pay the greater part of the cost of erecting
and equipping a new Library Building to house the general library of the University of
Virginia, which is to be located upon the grounds of the University of Virginia.
(3) In accordance with Chapter 49 of the of the General Assembly of
Virginia, passed at the Extra Session of 193, as amended by an Act of said General
Assembly approved March, 6th, 1936, and constituting chapter 12, of the Acts of the
General Assembly of 1936, and as amended by an Act of said General Assembly passed at
the Extra Session held in December, 1936, and which amendment was approved December 24th,
project for the erection of which the above mentioned bonds are to be issued and the costs
and expenses of the operation and maintenance thereof, and to do generally all acts and
things required or authorized under said Chapter 49, amended as aforesaid.
(4) To authorize any and all acts and things necessary, proper or convenient
in connection with the execution, sale and delivery of said bonds, and in connection
with the erection and equipping of said Library Building.
(5) To transact any and all other business that may come before said
meeting.
Will you please send notices of this meeting to each member of the Board, requesting
each member to acknowledge due and timely receipt thereof.
The Secretary of the Board, then submitted to the meeting an affidavit of notice
of said meeting. Said affidavit and exhibits attached thereto were in the following form.
COUNTY OF ALBEMARLE, to-wit:
E. I. Carruthers, being duly sworn, deposes and says.
(1) That he is the Secretary of the Board of Visitors of the Rector and Visitors
of the University of Virginia, in the Commonwealth of Virginia,
(2) That pursuant to call of the Rector of said Institution the notice, a
true copy of which is hereto attached marked "Exhibit A", and hereby made a part
hereof, was given to each member of said Board of Visitors seven days before
the date of meeting therein referred to by depositing on January 9th, 1937, a
copy thereof in the United States Mails, in a securely sealed envelope postage
prepaid, and addressed to each such member at his address as the same appears on
the records of The Rector and Visitors of the University of Virginia, viz:
| Name | Address |
| Mr. Fred W. Scott | 909 West Franklin St., |
| Richmond, Virginia | |
| Mr. W. A. Stuart, | Abingdon, Virginia. |
| Mr. James H. Corbitt, | Suffolk, Virginia |
| Mr. Lewis C. Williams, | American National Bank Bldg., |
| Richmond, Va. | |
| Mr. R. Gray Williams, | Winchester, Virginia. |
| Mr. C. B. Garnett, | Tower Building |
| 14th & K Sts., N.W. | |
| Washington, D. C. | |
| Mr. C. O'Conor Goolrick | Fredericksburg, Va. |
| Mr. Sidney B. Hall | State Office Bldg., |
| Richmond, Va. | |
| Mr. Hollis Rinehart | Charlottesville, Va. |
| Mrs. M.C.B. Munford | 329 N. Harrison St. |
| Richmond, Va. |
(3) That prior to date of the meeting referred to in old notice, acknowledgement
of receipt of said notice and waiver of said notice, duly dated and signed by each
of the members of said Board of Visitors, in the form hereto attached marked "Exhibit
B" and hereby made a part hereof, were received by him.
Secretary, Board of Visitors of
The Rector and Visitors of the
University of Virginia.
before me this 16th day
of January, 1937.
Notary Public for Albemarle
Countym Virginia.
My commission expires June 20, 1940.
"EXHIBIT A"
January 9th, 1937.
Pursuant to call of the Rector, dated January 1937, a special
meeting of the Board of Visitors of The Rector and Visitors of the University
of Virginia will be held at the office of the President at the University at
11.00 o'clock, A. M., on Saturday, January 16th, 1937, for the following purposes:
(1) To repeal and annul a Resolution adopted by the Board of Visitors
at its adjourned meeting held on October 23rd, 1936, entitled. "RESOLUTION
NO. 2—AUTHORIZING THE ISSUANCE OF UNIVERSITY OF VIRGINIA LIBRARY BONDS IN THE
AGGREGATE PRINCIPAL AMOUNT OF $523,000.00, DETERMINING THE FORM THEREOF AND THE
TERMS AND CONDITIONS UNDER WHICH SAID BONDS ARE TO BE IULD AND SECURED".
(2) To consider, approve and authorize the execution, issuance, sale
and delivery of a series of bonds in an aggregate principal amount of not more
then $523,000.00, to be known as "University of Virginia New Library Bonds",
and to fix and define the terms thereof, said bonds to be in denominations of
$1000.00 each, and the proceeds from the sale of said bonds to be used to pay
the greater part of the cost of erevting and equipping a new Library Building
to house the general library of the University of Virginia, which is to be located
upon the grounds of the University of Virginia.
(3) In accordance with Chapter 49 of the Acts of the General Assembly
of Virginia, passed at the Extra Session of 1933, as amended by an Act of said
General Assembly approved March 6th, 1936, and constituting Chapter 123 of the
Acts of the General Assembly of 1936, and as amended by an Act of said General
was approved December 24th, 1936, to determine the revenues and receipts
to be deemed as derived directly or indirectly from the project for the creation of which the above mentioned bonds are to be issued and the costs and
expenses of the operation and maintenance thereof, and to do generally all
acts and things required or authorized under said Chapter 49, amended as aforesaid.
(4) To authorize any and all acts and things necessary, proper or
convenient in connection with the execution, sale and delivery of said bonds,
and in connection with the erection and equipping of said Library Building.
(5) To transact any and all other business that may come before
said meeting.
You are requested to attend this meeting if it is possible for you
to do so.
Immediately upon receipt of this notice please date, and sign the
acknowledgment and waiver attached to the enclosed duplicate copy of this
notice, with a signed and dated acknowledgment and waiver attached, so that
it will reach me not later than the 21st instant.
"EXHIBIT B"
As one of the members of the Board of Visitors of The Rector and
Visitors of the University of Virginia I hereby acknowledge due and timely
receipt of the attached notice of a special meeting of said Board of Visitors,
which is to be held on Saturday, January 16th, 1937, at 11.00 o'clock,
A. M., at the Office of the President at the University.
Furthermore, I do hereby consent to the holding of said meeting,
and the transaction of any and all business that may come before said meeting,
and I do hereby waive notice of the time, place, date and purpose thereof,
Signed and dated at ____________________, this _____ day of
January, 1937.
The Rector directed that a copy of call of this meeting and said affidavit, together
with the acknowledgments of notice and waivers o notice, signed by each and every
member of the Board of Visitors, be filed with the minutes of this meeting.
After a general discussion of the whole situation thus presented, the following
Resolution was offered by Mr. Lewis Williams, seconded by Mr. Rart and was adopted
by the unanimous vote of all members present.
BE IT RESOLVED by the Board of Visitors of The Rector and Visitors of the University
of Virginia—
That the following Resolution heretofore adopted by this Board be, and is hereby
rescinded, annulled and rendered inoperative and void.
A resolution adopted by this Board at its adjourned meeting held October 23rd,
1936, entitled: RESOLUTION NO. 2- AUTHORIZING THE ISSUANCE OF UNIVERSITY OF VIRGINIA
LIBRARY BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $523,000.00, DETERMINING THE FORM
THEREOF AND THE TERMS AND CONDITIONS UNDER WHICH SAID BONDS ARE TO BE ISSUED AND SECURED",
said Resolution consisting of the title just quoted, and sections 1 to 11, inclusive.
The President then stated the situation is own as follows
1st. Our application for a grant of $427,909.00 from the Federal Government
has been approved, and by Resolution of this Board, adopted at its meeting of October 1st,
1936, we have agreed to abide by all the rules and regulations relating to such grant
(PWA Form No. 179 July 22nd, 1935, as amended to date) which rules and regulations were
made a part of the Government's offer. And that this Resolution and the contract which,
by its adoption, was created between The Rector and Visitors of the University of Virginia
and the United States of America, were approved by the Governor of Virginia, September
30th, 1936.
2nd. By a Resolution of this Board, adopted by the adjourned Special Meeting
Held October 23rd, 1936, construction of a new Library building was authorized, and in
said Resolution instructions and authority were given as to advertising for bids thereon,
awarding of the contract or contracts for the performance of the work, and the execution
and delivery thereof.
That pursuant ther to, and after due advertisement, the following contracts
have been awarded:
| Nov. 11, 1936 | G. G. Waugh Company Culpeper, Va. |
GENERAL EXCAVATION | $6,250 |
| Nov. 24, 1936 | G. G. Waugh Company Culpeper, Va. |
FOUNDATION | 14,475 |
| Jan. 15, 1937 | By Resolution of the New Building Committee of the Board the Public Works Administration was requested to make the following award of contracts. |
||
| Doyle & Russell | GENERAL BUILDING | 586,223 | |
| Richmond, Va. | |||
| Reliance Engineering Co. | HEATING | 35,553 | |
| Charlotte, N. C. | |||
| Williams Company, | PLUMBING | 22,868 | |
| Norfolk, Va. | |||
| L. T. Washington | ELECTRIC WORK | 19,500 | |
| Washington, D. C. | |||
| Total | 684,869 | ||
The New Buildings Committee of the Board of Visitors met on this date at 11
o'clock in the office of the President of the University to receive bids, in accordance
with their advertisement therefor, for construction of the foundation of the New Library
Building.
There were present Hollis Rinehart, chn, and Levis C. Williams, Fred W. Scott,
Rector, President Newcomb and E. I. Carruthers, Secretary. There were also present T. H.
Tellier, Special Agent of PWA, Fleming R. Hurt, Jr., Acting State Director PWA in Richmond,
E. B. Hazelgrove, Resident Engineer, Frank E. Hartman, Sup't Buildings & Grounds,
and the various bidding contracts.
The following bids were received:
| G. G. Waugh Company, Culpeper, Va., | $14,475.00 |
| Fox Brothers, Greenwood, Va. | 15,740.00 |
| F. L. Showalter, Inc., Lynchburg, Va. | 16,400.00 |
| Hall & Mitchell, Keswick, Va. | 17,250.00 |
| Wm. Muirhead Construction Co., Winston-Salem, N. C. | 21,480.00 |
Following the reading of the bids, the contractors were excused and the Committee
proceeded to consider them together with the conditions making necessary the calling
for second bidding on the foundation. The following motion, offered by Mr. Williams,
seconded by Mr. Scott, was adopted:
On November 11, 1936, Mr. Rinehart, called the attention of the President
to the provisions of Section 4706 of the Code of Virginia, and also to the fact
which had been mentioned by him at the meeting on November 10, that he was a
stockholder in the Barnes Lumber Co., Mr. Rinehart further stated that he had
requested this Corporation to withdraw its bid for the foundation of the new Library
and said Corporation did withdraw its said bid.
The situation was submitted to the Public Works Administration and a letter
upon the subject, dated November 12, 1936, and another letter dated November 13,
1936, was addressed by the Administration to the President. Copies of these letters
are filed herewith as a part of the minutes of this meeting.
After a discussion of this situation it was thereupon
RESOLVED, that the action of this Committee taken November 10, 1936,
awarding contract for the foundation to the Barnes Lumber Corporation
be and is hereby rescinded.
Upon receipt of the letter of November 12, from the Public Works Administration
above referred to, readvertisement for bids was made on November 14th and upon
presentation to this meeting of bids from six (6) different firms it was thereupon
resolvwd as follows:
THAT THIS COMMITTEE hereby recommends to the Federal Emergency Administration
of Public Works that said Administration approve the bid of the G. G. Waugh
Company, of Culpeper, Va., whose bid of $14,475.00 for said work was the
lowest bid received.
The meeting then adjourned.
Secretary.
The New Buildings Committee met at the Office of President Newcomb on this
date at 11 o'clock, A. M., to receive and open the bids on the new Library Building pursuant
to advertisement therefor.
There were present, The Rector, Hollis Rinehart, charn, and Lewis C. Williams,
representing the New Buildings Committee, President Newcomb, L. Taylor and John K.
Peebles, Jr., architects, Frank E. Hartman, Sup't of Buildings and Grounds, and A.
Brockenbrough, Jr., representing the State Office of the Public Works Administration
By reason of the large number of persons present representing the bidders the
meeting was adjourned to Room 6, Monroe Hall where the bids were opened and considered.
Ten bids were submitted for general contract and fifteen for heating, electrical
work and plumbing.
The following were found to be the lowest bidders and were tentatively awarded
the respective contracts, subject to approval of the Board of Visitors and the Divisional
Administrator of Public Works Administration
| Doyle and Russell, of Richmond, Va., Schedule "C" | $486,223.00 |
| Reliance Engineering Co., Charlotte, N. C., Heating | 35,553.00 |
| L. T. Washington, of Washington, D. C. Electrical work | 19,500.00 |
| Williams Company, Norfolk, Va., plumbing | 22,868.00 |
| Total | $664,144.00 |
The following resolution was approved:
RESOLVED, by the New Buildings Committee of the Rector and Visitors
of the University of Virginia that the Public Works Administration be requested
to award the following contracts to the following corporations or
indivisuals, each being the low bidder in the respective field.
| Doyle & Russell of Richmond, Virginia. | |
| The Building, Schedule D. | $586,223.00 |
| The Reliance Engineering Company of Charlotte, North Carolina. |
|
| Heating Contract, Schedule F. | 35,553.00 |
| The Williams Company of Norfolk, Virginia. | |
| Plumbing contract, Schedule E. | 22,868.00 |
| L. T. Washington of Washington, D. C. | |
| Electrical contract, Schedule G. | 19,500.00 |
Secretary.
It therefore appears that all necessary preliminary steps have been taken with
the single exception of fixing the terms and authorizing the preparation, execution, sale
and delivery of the bonds now to be issued in place of those previously authorized.
The following resolution was thereupon offered by Mr. Lewis C. Williams,
seconded by Mr. Rinehart:
RESOLUTION AUTHORIZING THE ISSUANCE OF UNIVERSITY OF VIRGINIA
LIBRARY REVENUE BONDS IN THE AGGREGATE PRINCIPAL MOUNT OF $523,000.00,
DETLRMINING THE FORM THEREOF, AND THE TERMS AND CONDITIONS UNDER WHICH
SAID BONDS ARE TO BE ISSUED AND SECURED.
BE IT RESOLVED by the Board of Visitors of The Rector and Visitors of the University
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 "Library Revenue Hond"
are hereby authorized to be issued in the aggregate principal amount of $523,000.00, pursuant
to provisions of the Constitution of Virginia and an Act of the General Assembly
of Virginia, entitled: "An Act to authorize and empower edicational 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 18 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 12th, 1933, constituting Chapter 49 of the Acts
of the General Assembly passed at the Extra Session of 1933 as amended by an Act of
the General Assembly, approved March 6th, 1936, constituting Chapter 123 of the Acts
of the General Assembly of Virginia of 1936, and as further amended by an Act of said
General Assembly of Virginia passed at the Extra Session of 1936, approved December 24th,
1936, for the purpose of financing the construction and equipment of a new Library
Building to house the general library of the University of Virginia, as provided in
Section 3 hereof.
Section 2. Said bonds shall be dated February 1st, 1937, shall bear interest
at a rate or rates not exceeding 4% per annum, as may be determined by resolution, payable
on the first day of August 1937, and semi-annually thereafter on the first days of
February and August in each year until maturity, shall be in denomination of $1000.00
each, numbered from to 523, inclusive, in order of maturity, shall be coupon in form,
registerable at the option of the holder as to principal only at the office of the
Treasurer of the Commonwealth of Virginia, in Richmond, Virginia, shall be payable only
out of the funds hereinafter in this Resolution provided, shall be payable at the office
of the Treasurer of the Commonwealth of Virginia, in Richmond, Virginia, in any coin or
currency which is, on the respective dates of payment of interest on and principal of
such bonds, legal tender for the payment of public or private debts, and shall mature in
the principal amount of $6000.00 on August 1st, 1938, $6000.00 each on the first days of
February and August in each of the years 1939 to 1942, both inclusive, $6000.00 on February
1st, 1943; $8000.00 on August 1st, 1943, $8000.00 each on the first days of February
and August in each of the years 1944 to 1948, both inclusive, $8000.00 on February
1st, 1949, $9000.00 on August 1st, 1949; $9000.00 each on the first days of February and
August in each of the years 1950 to 1955, both inclusive, $10,000.00 each on the first
days of February and August in each of the years 1956 to 1967, both inclusive, and
$10,000.00 on February 1st, 1968. Said bonds shall be substantially in the following form:
UNITED STATES OF AMERICA
NUMBER
$1000.00
NUMBER
$1000.00
COMMONWEALTH OF VIRGINIA
THE RECTOR AND VISITORS OF THE
UNIVERSITY OF VIRGINIA
LIBRARY REVENUE 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 (hereinafter
called the "Sinking Fund"), and not otherwise, the sun of
____ ONE THOUSAND DOLLARS ____
($1000.00) on the first day of __________, 19__, and solely from said Sinking
Fund and not otherwise, to pay interest thereon at the rate of _____ per centum(%)
per annum, on the first day of August, 1937, and semi-annuall, thereafter on the
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 any coin of currency which, on the respective dates
of payment of the principal of and interest on this bond, is legal tender for the payment
of public or private debts, at the office of the Treasurer of the Commonwealth
of Virginia, in the City of Richmond, Virginia.
This bond may be registered at the option of the holder, as to principal
only, on the book kept for that purpose in the office of the Treasurer of the Commonwealth
of Virginia, in Richmond, Virginia, in accordance with the provisions endorsed
on the back hereof.
This bond is one of an issue, the authorized principal amount of which is
Five Hundred and Twenty-three Thousand Dollars, ($523,000.00), the bonds of which are
of like tenor, except as to the 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 payments, 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
12th, 1933, constituting Chapter 49 of the Acts of the General Assembly of
the Commonwealth of Virginia, Extra Session of 1933, as amended by an Act of the
General Assembly, approved March 6th, 1936, constituting Chapter 123 of the Acts of the
General Assembly of the Commonwealth of Virginia of 1936, an as further amended by
an act of said General Assembly of Virginia passed at the Extra Session of 1936,
approved December 24th, 1936, and by virtue of a Resolution of the Board of Visitors
of said Institution entitled. —"Resolution authorizing the issuance of University of
Virginia Library Revenue Bonds in the aggregate principal amount of $523,000.00, determining
the form thereof, and the terms and conditions under which said bonds are
to be issued and secured", duly and finally adopted on January 16th, 1937 and approved
by the Governor of the Commonwealth on the _____day of January, 1937.
The issue of bonds of which this bond is one is authorized for the purpose
of financing the construction and equipment of a new Library Building (hereinafter
called the "Project") to house the general library of the Institution. It is hereby
convenanted and agreed that the Institution, upon the completion of said project and
acceptance thereof will charge and collect for or in connection with the use, facilities
or services of the project and replacements thereof, or services rendered
therein, such fees 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 by sub-section (e) of Section 6 the ct first above cited,
to provide for the payment of all expenses of operation and tenance of the
project, as defined in said resolution, in addition to the discharge, in due course,
of any liabilities or debts of the institution incurred in connection with the
project, including the principal of and interest on the bonds of the issue of which
this bond is one, and that a part of any such fees and charges so collected, sufficient
to pay the principal of and interest on the bonds of said issue as such principal
and interest respectively become due, will annually be set aside in the said
Bond and Interest Sinking Fund Account in the manner and to the extent provided in
said resolution. Said Sinking Fund is hereby irrevocably pledged to the payment of
the principal of and interest on the bonds of said issue as they severally 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 at the time and
with the 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 of 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 withing 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 Rector, 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, 1937.
OF VIRGINIA,
Rector.
E. I. Carruthers
Secretary, Board of Visitors.
FORM OF COUPON
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 Dollars ($ ), in any coin or currency which
on said date is legal tender for payment of public or private debts, at the
office of the Treasurer of the Commonwealth of Virginia, in the City of Richmond
Virginia, being six (6) months' interest then due on its Library Revenue Bond,
dated February 1, 1937, and bearing No. _____.
_______________
Bursar.
CERTIFICATE OF REGISTRATION
I hereby certify that upon the written request of the holder, the within
bond was this day registered in the name of the first registered holder indicated
below, on the book kept in the office of the Treasirer of the Commonwealth of Virginia,
in Richmond, Virginia, and is transferable only upon said books upon presentation
to the said Treasurer of Virginia, with written assignment duly acknowledged
or proved, at which time the name of the assignee shall be entered thereon and in
said book by said Treasurer, and is payable to the registered holder, assignee,
successor of legal representative, at the time and place stated in the bond. This
bond may be discharged from registration by being in like manner transferred to
bearer, after which transferability by delivery shall be restored, but it may,
from time to time, agaij be registered or transferred to bearer as before. No such
registration shall affect the negotiability of the coupons which shall continue
to pass by delivery.
IN WITNESS WHEREOF, I have hereunto set my hand this __________day on
__________, 19___.
____________________
Treasurer of the Commonwealth of Virginia.
| DATE OF REGISTRATION | NAME OF REGISTERED HOLDER | TREASURER |
PANEL ON BACK OF BOND:
NUMBER
UNITED STATES OF AMERICA
COMMONWEALTH OF VIRGINIA
THE RECTOR AND VISITORS
OF THE UNIVERSITY
OF VIRGINIA
LIBRARY REVENUE BOND
$1,000.00
PRINCIPAL DUE
__________1, 19__
INTEREST DUE
FEBRUARY 1 and AUGUST 1
Principal and interest payable at the office of
the Treasurer of the Commonwealth of Virginia,
in the City of Richmond, Virginia.
Section 3. The proceeds derived from the sale of said bonds, and the funds to
be received from the United States of America pursuant to its offer dated September 22,
1936, accepted by resolution adopted October 1, 1936, shall be used for and are hereby
appropriated to the purpose of paying the cost of construction and equipment of a new
Library Building (hereinafter called the "project") to house the general library of the
University of Virginia, in accordance with the plans and specifications prepared
by Messrs. Taylor & Fisher of Baltimore, Maryland, approved by the State Art Commission
and heretofore filed with the Federal Emergency Administration of Public Works
and any amendments and revisions thereof. Such cost of construction and equipment of
the project shall include, without limitation, any engineering or inspection costs or
legal or accounting expenses incurred by the institution in connection with the project
interest payable or accruing during the period of construction, and the cost of issuance
of said bonds, including printing, engraving, advertising, legal and other similar expenses.
The proceeds realized from the sale of said bonds shall be applied to the foregoing
purposes and no others, except that any excess of such procedds remaining over and
and Interest Sinking Fund Account hereinafter in section 6 provided. It is hereby determined
that the construction and equipment of such project as hereinabove described is a purpose for
which bonds may lawfully be issued under the provisions of the act hereinabove referred to.
The institution shall construct and shall continue the construction of the project to completion
with all practicable dispatch and in a sound and economical manner.
Section 4. Said bonds shall be limited obligations of the institution, payable
only from the revenues and receipts of the project, and secured by a first and exclusive
pledge of the Bond and Interest Sinking Fund Account, as hereinafter in this resolution
provided.
Section 5. The institution shall during the term of said bonds fix and collect
fees and charges for the use and facilities of the project so that the revenues and re-receipts
to be deemed as derived directly or indirectly from the project shall be sufficient
at all times to provide the sums required by section 6 of this resolution to be
set aside and paid into, the Bond and Interest Sinking Fund Account, and to pay the cost of
operation and maintenance of the project as herein defined. Pursuant to said Acts, it
is hereby determined that:
(a) The revenues and receipts to be deemed as derived directly or indirectly from
the project are fees and charges, in the nature of Library Fees, for the use, services and
facilities of the project from and after the completion of the same, which shall be charged
to and collected from all students of the institution, and any others making use of the project,
but shall not include any funds received or receivable from the Commonwealth of Virginia.
(b) The costs and expenses of the operation and maintenence of the project are the
reasonable expenses of the institution (in so far as they constitute new or added expenses
of the institution) for the operation and maintenance of the project from and after the completion
of the same, including, without limiting the generality of the ofregoing, charges for
heating, lighting, power, janitor service, water, telephone, supplies (not including books,
periodicals, magazines and other forms of reading materials) maintenance, repairs, and insurance
(but not including salaries of the Executive Staff).
Section 6. The institution shall set aside as collected and deposit a portion of
the revenues and receipts aforesaid in a "Bond and Interest Sinking Fund Account" (hereinreferred
to as the "Sinking Fund"), to the extent only as hereinafter in this section provided.
So long as any of said bonds shall remain outstanding the money in the Sinking Fund
shall be exclusively pledged to and shall be used solely for the purpose of paying the interest
on and the principal of such bonds as the same become due. During each period of six
months beginning six months prior to the date of the first maturity of said bonds and continuing
up to and inccluding the period of six months beginning February 1, 1942, there shall
be so set aside and paid into said Sinking Fund out of the revenues and receipts aforesaid an
amount equal to 110 per centum of the amount required to pay all interest on and principal
of the bonds falling due on or before the next date when any of the bonds nature. The amount
by which such payments into the Sinking Fund exceed the aggregate amount of interest and
principal falling due on or before the several dates shall be held in the Sinking Fund as a
reserve for contingencies and shall be used only in accordance with the provisions of this
section. During each period of six months beginning, August 1, 1942, and continuing so long as
any of said bonds shall remain outstanding, there shall be so set aside and paid into such
Sinking Fund our of said revenues and receipts and amount equal to the amount required to
pay all interest on and principal of the bonds falling due on or before the next date when
any of the bonds mature; provided, however, that no further payments need be made into said
Sinking Fund when the amount of money held in said Sinking Fudn (including the reserve for
contingencies) equals the amount of interest on and principal of the bonds that will be
payable at the time of the maturity of all the bonds then outstanding. If, in any such
period of six months, 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 aside and paid into the Sinking Fund our of the first such revenues or receipts available
in the following period of six months, without, however, abating the amount required
hereunder in such following period. If the institution shall fail to make such payment into
the Sinking Fund, as aforesaid, during any such period, 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 or principal of the bonds on which 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 such revenues or receipts available in the following period or periods, in
excess of the required payment for the then current period.
Section 7. The institution shall keep complete and accurate accounts of all sums
of money received and disbursed in connection with the construction, equipping, operation
and maintenance of the project, including, without limiting the generality of the foregoing,
a complete and accurate record of all fees or charges charged or collected, and all sums
disbursed for payment of the interest on and principal of said bonds. Within sixty days
after the close of each fiscal year, beginning with the fiscal year which closes June 30,
1938, the institution shall prepare and furnish to the holder or holders of any of said bonds
who may request the same, complete operating and income statements of the project, covering
the preceding fiscal year in reasonable detail and certified by the Bursar of the University
Such operation and income statements shall be certified by an independent auditor (at the
expense of the Institution) if demand for such independent audit be made by the holder or
holders of twenty per centum (20%) of the bonds at any time outstanding.
Section 8. So long as any of said bonds remain upoaid, the Institution shall
maintain the project in good condition and operate the same in an efficient manner and at
a reasonable cost, and shall maintain insurance upon said New Library Building of a kind and
in an amount which usually would be carried by a private corporation operating a similar
project, the policies of insurance to be made payable to "The Rector and Visitors of the
University of Virginia". The proceeds of any such insurance in event of loss shall be
used only for— (a) replacements of or repairs to the project; or, at the option of the
Institution, (b) payments into the Sinking Fund. Nothing in this section shall be construed
or operate as requiring the Institution to pay the costs of operation and maintenance of
the project out of any other funds than the revenues and receipts derived directly or indirectly
from the project.
Section 9. So long as any of said bonds shall remain unpaid, 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, nor shall the Institution
voluntarily create or cause to be created any debt, lien or charge payable from such
revenees and receipts, nor shall the Institution sell, mortgage, lease or otherwise dispose
of or encumber the project.
Section 10. The holders of said bonds are, and shall be, entitled to all the beneof
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 subdivision
() of said Section 7 of said Act.
Section 11. The provisions of Sections 3 to 10, both inclusive, of this Resolution
shall be a part of the contract with the holder or holeder of said bonds, and the
President or Bursar, or other executive or financial officers of the Institution, shall
be and they are hereby authorized and empowered to do any and all things necessary, proper
or convenient in order to fully carry out and perform the agreements on the part of the
Institution to be carried out and performed pursuant to said Sections.
Section 12. Neither the present or any future members of this board 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. The bonds
shall not be in any way a debt of the Commonwealth of Virginia or payable out of any funds
of the Commonwealth of Virginia.
Section 13. Proposals for the purchase of said bonds shall be received on
Friday, January 29, 1937 at 11:00 A. M. at the office of the President in Charlottesville,
and the Secretary of the Board of Visitors is hereby authorized to cause a notice of sale
of said bonds to be published at least once at least five days prior to said date in the
"Richmond Times Dispatch" and "News Leader" and in "The Daily Bond Bujer". Said notice
of sale shall be substantially in the following form.
NOTICE OF SALE
$523,000.00 LIBRARY REVENUE BONDS OF
THE RECTOR AND VISITORS OF THE UNIVERSITY
OF VIRGINIA
Sealed proposals will be received by the Board of Visitors of The Rector
and Visitors of the University of Virginia, on January 29th, 1937, at eleven
o'clock A. M., in the Office of the President, at the University of Virginia, Charlottesville,
Virginia, for the purchase of $523,000.00 Library Revenue Bonds of the
Rector and Visitors of the University of Virginia, authorized pursuant to Chapter
49 of the Acts of the Extra Session of 1933, of the General Assembly of Virginia,
as amended, and by virtue of a resolution of the Board of Visitors adopted January
16, 1937, to which act and resolution prospective bidders are hereby referred.
The proceeds of said bonds, together with a proposed grant by the Federal Emergency
Administration of Public Works, estimated at approximately $427,909.00, will be
applied to financing the cost of the construction and equipment of a new Library
Building, (hereinafter referred to as the "project"), to house the general library
of the University.
Said bonds will be valid and legally binding limited obligations of The
Rector and Visitors of the University of Virginia, payable solely from the revenues
of the project after providing for the cost of operation and maintenance
thereof, and the University will convenant to deposit out of such revenues, in a
Bond and Interest Sinking Fund Account which will be pledged to the payment of the
principal and interest of said bonds, on or before each semi-annual maturity date
up to and including February 1, 1942, 110% and on or before each semi-annual maturity
date thereafter until the funds in said Account are sufficient to provide for all
principal and interest payable on the outstanding bonds, 100% of the principal
and interest payable on each such maturity date. The opinion of Messrs. Hawkins,
Delafield & Longfellow of New York City to this effect will be furnished to the
successful bidder.
The University does not pledge its general credit in any way for the
payment of the principal and interest of the bonds, nor are the bonds in any way a
debt or obligation of the Commonwealth of Virginia, either legal, moral or otherwise.
In the opinion of Counsel, the interest on said bonds will be exempt from
Federal income tax inder the Constitution of the United States of America now in
force.
Said bonds will not be exempt from the income tax of the State of Virginia,
However, Section 72 of the Tax Code of Virginia, providing that taxes on
incomes, franchises and licenses shall be in lieu of a specific property tax on
property defined by said section, was amended by the Extra Session of the Virginia
General Assembly of 1936 so as to include therein all bonds thereafter issued by
State educational institutions under the provisions of Chapter 49 of the Acts of
Assembly of 1933, as amended.
Said bonds will be dated February 1, 1937, and will mature in the principal
amount of $6,000.00 on August 1, 1938, $6,000.00 each on the first days of
February and August in each of the years 1939 to 1942, boty inclusive, $6,000.00
on February 1, 1943, $8,000.00 on August 1, 1943, $8,000.00 each on the first days
of February and August in each of the years 1944 to 1948, both inclusive, $8,000.00
on February 1, 1949, $9,000.00 on August 1, 1949, $9,000.00 each on the first days
of February and August in each of the years 1950 to 1955, both inclusive, $10,000.00
each on the first days of February and August in each of the years 1956 to 1967,
both inclusive, and $10,000.00 on February 1, 1968.
Said bonds will bear interest at a rate not exceeding four per centum
(4%) per annum expressed in a multiple of one-fourth of one per centum per annum,
said interest to be payable semi-annually on the first days of February and August
in each year. Both principal and interest of said bonds will be payable at the
office of the Treasurer of the Commonwealth of Virginia, in Richmond, Virginia.
The Bonds will be coupon bonds in the denomination of $1000.00 each, with the privilege
of registration as to principal only.
The sum required to be obtained at the sale of said bonds is not less
than $523,000.00.
Each bidder must state in his proposal the rate of interest which the
bonds are to bear, namein a single rate. Comparison of proposals will be made by
ascertaining the amount of interest to be paid by the institution throughout the
life of the issue at the proposed rate and deducting therefrom the amount of premium
for the whole issue.
In addition to the amount bid, the purchaser must pay accrued interest at
the rate borne by the bonds from the date of the bonds to the date of payment of the
purchase price.
THE RIGHT IS RESERVED TO REJECT ANY OR ALL BIDS AND ANY BID NOT COMPLYING
WITH THE TERMS OF THIS NOTICE WILL BE REJECTED.
All bidders are required to deposit a certified check, payable to the order
of "The Rector and Visitors of the University of Virginia", in the amount of $10,000.00.
Checks of unsuccessful bidders will be returned upon the award of the bonds. The check
of a successful bidder will be retained to be applied in part payment for the bonds
or to partially secure the University from any loss resulting from the failure of the
bidder to comply with the terms of his bid.
Proposals should be addressed to the President, University of Virginia,
Charlottesville, Virginia, and enclosed in a sealed envelope Marked on the outside,
"Proposal for Library Revenue Bonds".
Proposal forms and full information with reference to the terms and conditions
under which these bonds will be issued, including a copy of the resolution of
the Board of Visitors of the University of Virginia, adopted January 16th, 1937, authorizing
said issue of bonds, may be obtained by addressing the undersigned.
Secretary
University of Virginia
Charlottesville, Va.
of The Rector and Visitors of the
University of Virginia.
And such other advertising may be published as the Finance Committee may direct.
Section 14. Fred. W. Scott, Rector of the Institution, is hereby authorized and
empowered to execute said bonds in the name and on behalf of The Rector and Visitors of the
University of Virginia, and E. I. Carruthers, Secretary of the Board of Visitors, is hereby
authorized and empowered to affix the seal of the Institution to each of said bonds, and to
attest the same. Said E. I. Carruthers, Bursar, is further authorized and empowered to cause
the coupons annexed to said bonds to be authenticated by the facsimile of his signature, as
Bursar, and the President or Bursar is hereby authorized and directed to deliver said bonds
to the purchasers thereof upon receipt of payment thereofr.
Section 15. Whenever in this Resolution the Institution is named or referred
to, it shall be deemed to include the successors or assigns thereof, and all the covenants
and agreements in this Resolution contained by or on behalf of the Institution shall,
subject to the aforesaid provisions, bind and enure to the benefit of the successors and
assigns thereof, whether so expressed or not.
Section 16. If any one or more of the covenants or agreements provided in this
Resolution on the part of the Institution to be performed should be contrary to any express
provision of law or contrary to the policy of express law though not expressly prohibited or
against public policy; then such covenant or covenants, agreement or agreements, shall be
null and void and shall be deemed separable from the remaining covenants and agreements and
shall not in any way affect the validity of this Resolution on of the bonds.
Section 17. All Resolutions or parts of Resolutions inconsistent herewith but to
the extent only of such inconsistency are hereby repealed.
Section 18. 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 said meeting and thereupon, upon
motion of Mr. Lewis C. Williams, seconded by Mr. Rinehart, the resolution was adopted by the
following vote:
Yeas: Messrs. Scott, Corbitt, Stuart, Rinehart, Lewis C. Williams, Garnett, R.
Gray Williams, and Mrs. Munford.
Nays: None
The President made the following announcements:
Enrollment to date 2564
| From the General Education Board, for the salary of Dr. James Hart, Professor of Political Science, for the nine months' period beginning September 15, 1937 |
$4,500 |
| From the General Education Board, for the Mountain Lake Biological Station, session 1937-38 |
2,600 |
| (For maintenance | $2000 |
| For scholarships | $600) |
| From the Estate of Mrs. Laura Carter Stitt, in full of legacy left the University by Mrs. Stitt |
2,500 |
| From Mr. Paul G. McIntire, jewelry, embroidery, etc., for Museum. | |
| From Lord and Lady Astor for two combined Squash and Handball courts | 8,000 |
Upon the recommendation of the President the following was adopted:
RESOLVED, by the Rector and Visitors of the University that
Mr. Homer Zettlet Martin be and he is hereby elected Instructor in Chemical
Engineering, beginning January 1, 1937, and continuing to June 15, 1937, at
a salary of $250 per month or the five and one-hald months.
The President then presented to the Board a letter from the Wilmington Trust
Company, dated December 11, 1936, which letter reads as follows:
Wilmington, Del.
President,
University of Virginia,
On December 27, 1935, we received in the Philip F. duPont Trust
No. 1-28-B, 381 45/55 shares General Motors Corporation Common stock as a
dividend on 21000 shares duPont Common stock held in that account. The
general rule is that dividends of this nature constitute income which is
properly distributable to the beneficiaries of a trust. Acting on the
theory that the general rule applied in this instance, we communicated with
you for advise as to whether you desired to have the General Motors stock
distributed to you or whether you preferred having us sell the stock and
distribute the proceeds thereform.
On December 20, 1935, you requested that the 45/55th sahre be sold
and the proceeds distributed to you and that the remaining e81 shares be
transferred to the name of The Rector and Visitors of the University of Virginia.
The 381 shares, represented by Certificates Nos. WD14-3/390 for 100
shares each and WC109587 for 81 shares, were delivered in accordance with
your instructions on January 9, 1936. On February 29, 1936, we sold the fractional
share for $48.66 which amount was included in the payment which we
made to the University on April 9, 1936.
Through an error on our part, we entirely overlooked a clause which
was incorporated in this trust instrument relating to dividends received in
the account. We quote from the instrument as follows
"All dividends received by the said Trustee upon and from any
securities constituting a portion of the principal, if payable in cash,
shall be considered and shall constitute income, and if payable in
stock or other securities, shall not be considered income, but shall
constitute a portion of the trust principal and shall be so treated
by the said Trustee."
It is evident from this provision of the trust instrument that the
General Motors stock and cash proceeds from the sale of the fractional share
were distributed to you in error, since such stock and cash constitute a part of
the principal of the trust fund. For this reason, we obliged to request that
you return to us, either endorsed in blank or with stock powers attached properly
signed by the Rector and Visitors of the University of Virginia, the 381 shares
of General Motors stock bearing the certificate numbers shown above. Also, that
you forward to us your check in the amount of $48.66 representing the proceeds
from the sale of 45/55th share which we distributed to you in error.
This request is made on the assumption that the stock has been retained
by you. If such stock has been sold, it was technically sold for the account of
the principal of this trust fund and it will therefore be necessary that you forward
to us your check for the amount of the proceeds of such sale, plus $48.66
representing the proceeds from the sale of 45/55ths of a share which we distributed
to you in error. In the event that you have retained the stock the Wilmington
Trust Company will, of course, reimburse you for any expenses incurred in
the shipment of these securities to us and will likewise absorb the transfer of
the securities from the present name back to the name of Wilmington Trust Company
Trustee under Agreement with Philip F. duPont.
We regret the inconvenience which you may have experienced by reason of
this error. Viewing the matter solely from an income standpoint you, of course,
have not suffered because the dividends have been going to you regularly anyhow and
there has therefore been no loss of income by reason of the error.
It will be very much appreciated if you will make reply as expeditiously
as possible.
Asst. Secretary
After full discussion of this letter, it appeared that the Wilmington Trust Company
had through error remitted to the University of Virginia for the Philip R. duPont Fund
381 shares of the Common Stock of the General Motors Corporation, and a check for $48.66
which resulted from the sale of 45/55ths of a share of General Motors Corporation common
stock.
It was thereupon resolved that the Rector be and he is hereby authorized and
directed to transfer the 381 shares of the common stock of the General Motors Corporation
to the Wilmington Trust Company, for the Philip F. duPont Trust, No. 1028-B, and the Bursar
be and he is hereby authorized and directed to send a check accompanying this stock in the
sum of $48.66, payable to the Wilmington Trust Company for the account of the Philip R.
duPont Trust.
The selection of a suitable location for the handball and squash court was referred
to the President, Rinehart and Lewis C. Williams to investigate and report.
The President was requested to prepare a resolution with respect to the death of
Dr. Thomas Walker Page.
The matter of preparing plans and specifications for the furnishing and equipping
of the New Library, was disposed of in the following resolution, adopted:
RESOLVED, that the President be and he is hereby authorized to engage
Mr. R. E. Lee Taylor, of the firm of Taylor and Fisher, Architects, Baltimore, Maryland,
to prepare any plans and specifications which may be necessary in furnishing
and equipping the New Library Building.
The compensation for this service is to be jointly agreed upon by the
President and Mr. Taylor, at a sum not to exceed the usual percentage set by the
American Institute of Architects, for similar services.
There being no further business the following Resolution was offered, seconded and
uannimously adopted:
RESOLVED that this meeting be, and is hereby adjourned until January 29th,
1937, at 12:00 o'clock, Noon, at the President's Office at the University, at which
time report will be made by the Finance Committee upon the bids theretofore received
for said bonds, and with the approval of the Governor, first obtained, will make
such recommendations to this Board as said Committee shall deem proper.
C. Harding Walker
Rector.
E. I. Carruthers
Secretary.
CERTIFICATE OF GOVERNOR
I, George C. Peery, Governor of the Commonwealth of Virginia, hereby
certify that I have examined a Resolution adopted by the Board of Visitors of
The Rector and Visitors of the University of Virginia at a special meeting of
said Board which was held on October 23rd, 1936, at the office of the President
at the University pursuant to adjournment of a special meeting of said Board
held on the 1st day of October, 1936, which Resolution is entitled:
"RESOLUTION NO. 3— AUTHORIZING CONSTRUCTION OF A NEW LIBRARY BUILDING
TO HOUSE THE GENERAL LIBRARY OF THE UNIVERSITY AND GRANTING CERTAIN POWERS IN
CONNECTION THEREWITH".
I have also enamined a Resolution adopted by said Board of Visitors
of The Rector and Visitors of the University of Virginia at a special meeting
of said Board of Visitors held at the office of the President at the University
on Saturday, January 16th, 1937, entitled:
"RESOLUTION AUTHORIZING THE ISSUANCE OF UNIVERSITY OF VIRGINIA LIBRARY
REVENUE BONDS IN THE AGGREGATE PRINCIPAL AMOUNT OF $523,000.00, DETERMINING THE
FORM THEREOF AND THE TERMS AND CONDITIONS UNDER WHICH SAID BONDS ARE TO BE ISSUED
AND SECURED".
I do hereby approve each of said Resolutions.
Governor.
January 18th, 1937.
| Board of Visitors minutes January 16, 1937 | |