University of Virginia Library

FINAL SESSION

The Board began the Final Session of its meeting, in Open Session, 5:25 p.m.; all members save Ms. Key, Messrs, Kington and Mastracco, were present.

The Board approved the following resolutions:

APPROVAL OF THE BOARD OF VISITORS REPRESENTATIVES TO THE GOVERNING BOARDS OF UNIVERSITY-RELATED FOUNDATIONS

RESOLVED that the following persons are ratified or confirmed as representatives of the Board of Visitors to the governing boards of the following University-Related Foundations:

                       

Foundation	Board of Visitors Representative	Term Ending
Alumni Association of the University of Virginia	Glynn D. Key	05/30/08
Alumni Board of Trustees of the University of Virginia Endowment Fund	J. Davis Hamlin	12/31/08*
The College Foundation of the University of Virginia	Timothy B. Robertson	12/31/08*
The University of Virginia’s College at Wise Alumni Association and Wise Foundation	Don R. Pippin	06/30/07
Curry School of Education	Georgia Willis Fauber	12/31/09*
Darden School Foundation	Thomas F. Farrell, II	12/31/09*
Foundation of the State Arboretum at Blandy Experimental Farm	Laura F. Hawthorne	12/31/08*
Healthcare Partners, Inc.	E. Darracott Vaughan, Jr., M.D.	06/30/06
University of Virginia Health Services Foundation	E. Darracott Vaughan, Jr., M.D.	12/31/08*
Jefferson Institute for Lifelong Learning (JILL)	Alexander G. Gilliam, Jr.	12/31/09*
Law School Alumni Association and Law School Foundation, University of Virginia	Gordon F. Rainey, Jr.	12/31/08*

                         

Foundation	Board of Visitors Representative	Term Ending
McIntire School of Commerce Foundation	Georgia Willis Fauber	06/30/07
Medical School Alumni Association and Medical School Foundation, University of Virginia	Sam D. Graham, Jr., M.D.	05/31/09*
Miller Center Foundation	Gordon F. Rainey, Jr.	06/30/07
Patent Foundation, University of Virginia	Terence P. Ross	06/30/07
School of Architecture Foundation	Susan Y. Dorsey	06/30/07
University of Virginia Foundation and Subsidiaries	W. Heywood Fralin	06/30/08
University of Virginia Health Foundation	E. Darracott Vaughan, Jr., M.D.	06/30/07
University of Virginia Investment Management Corporation	John O. Wynne	06/30/08
Virginia Engineering Foundation	Kenneth M. Humphries	12/31/09*
Virginia Athletic Foundation	Craig K. Littlepage	12/31/05
Virginia Tax Foundation, Inc.	Joseph E. Gibson	12/31/04
* Denotes ratification required by the Board of Visitors

APPROVAL OF 2006-2008 BIENNIAL BUDGET REQUEST FOR THE ACADEMIC DIVISION, THE MEDICAL CENTER, AND THE UNIVERSITY OF VIRGINIA’S COLLEGE AT WISE

WHEREAS, the University’s 2006-2008 biennial budget request has been reviewed carefully; and

WHEREAS, the biennial budget request represents the highest priority initiatives and is aligned with the mission of the institution;

RESOLVED that the Board of Visitors of the University of Virginia endorses and supports the 2006-2008 biennial budget request; and

RESOLVED FURTHER that the Board of Visitors understands that to the extent these initiatives are not included in the Governor’s 2006-2008 biennial budget, the Academic Division, the Medical Center, and The University of Virginia’s College at Wise may want to pursue similar requests to the legislature; and

RESOLVED FURTHER that the Executive Vice President and Chief Operating Officer is authorized to transmit to the General Assembly any request not funded by the Governor as long as there are no material differences from the items already endorsed by the Board of Visitors.

APPROVAL OF INTENT TO ISSUE BONDS FOR CAPITAL PROJECTS

WHEREAS, the University intends to undertake the following capital project with bond financing as a funding source:

• Medical Center Bed Expansion Project to increase inpatient bed capacity.

WHEREAS, the United States Department of the Treasury has promulgated final regulations in Section l.l50-2 of the Treasury Regulations (“the Regulations”) governing when the allocation of bond proceeds to reimburse expenditures previously made by a borrower shall be treated as an expenditure of the bond proceeds; and

WHEREAS, the Regulations require a declaration of official intent by a borrower to provide evidence that the borrower intended to reimburse such expenditures with proceeds of its bonds; and

WHEREAS, the Board of Visitors of the University of Virginia desires to make such a declaration of official intent as required by the Regulations; and

WHEREAS, the University may be required to provide short-term financing to this project prior to issuing long-term debt in order to implement an efficient and timely construction schedule; and

WHEREAS, the University has funding mechanisms to accommodate short-term financing needs, defined as a period of less than sixty months; and

WHEREAS, the authority for the University to issue long-term bonds for this project listed is not included in this resolution and will be addressed in a future bond issuance resolution; and

WHEREAS, if the University arranges short-term financing for a particular project, and if the project is not ultimately completed, or if the project utilizes funding sources other than bonds, then the appropriate school or unit remains responsible for refunding the short-term obligation;

RESOLVED that, pursuant to the terms of the Regulations, the University of Virginia declares its intent to reimburse expenditures in accordance with the following:

• 1. The University reasonably expects to reimburse expenditures incurred for this project from the issuance of tax-exempt bonds to be issued by the University;


• 2. This resolution is a declaration of official intent under Section 1.150-2 of the Regulations;


• 3. The maximum principal amount of bonds expected to be issued for the purpose of reimbursing expenditures relating to this project is $60 million, excluding costs of issuance and premiums or discounts; and

RESOLVED FURTHER, that this project is a separate enterprise independent of other projects, and that the authorization for funding relates to this individual project; and

RESOLVED FURTHER, funds may be borrowed for this project on a short-term basis, but only if the following conditions are met:

• 1. The Board of Visitors approves this resolution;


• 2. A comprehensive and detailed financial plan for the school/unit project is submitted;


• 3. Short-term financing shall not exceed sixty months in maturity; and


• 4. The school or unit remains responsible for refunding any debt obligations incurred for this project regardless of the status of the capital project or whether or not a bond issuance actually occurs.

APPROVAL OF A SHORT-TERM LOAN FOR THE CONSTRUCTION OF THE JOHN PAUL JONES ARENA

WHEREAS, the John Paul Jones Arena Project requires short-term funding in anticipation of the receipt of pledged donations;

RESOLVED that the Board of Visitors approves a short-term loan, or loans, of up to $20 million for a term of up to four years for the purpose of providing short-term financing in anticipation of the collection of pledged gifts associated with this project; and

RESOLVED FURTHER that the Executive Vice President and Chief Operating Officer is authorized to execute all necessary documents to effect the short-term loan(s).

AUTHORIZATION TO SEEK AN AMENDMENT TO THE CODE OF VIRGINIA

RESOLVED, the Board of Visitors authorizes the Executive Vice President and Chief Operating Officer of the University to work with the General Assembly and the appropriate officers of the Commonwealth to seek an amendment to the Code of Virginia that will allow the use of alternative short-term investment vehicles, under the Investment of Public Funds Act, to improve the returns on reserve funds held by the University.

APPROVAL OF THE AFFILIATION OF THE RARE BOOK SCHOOL AS A UNIVERSITY-RELATED FOUNDATION

WHEREAS, The Policy on University-Related Foundations requires that the designation of new University-related foundations be approved by the Board of Visitors; and

WHEREAS, the Rare Book School’s mission complements the work of the University Library; and

WHEREAS, the Rare Book School has modified its articles of incorporation and bylaws to comply with the Policy on University-Related Foundations, including the requirement that the Board of Visitors and the University’s President designate representatives to the foundation’s board; and

WHEREAS, the University’s administration recommends that the Board of Visitors approve the affiliation of the Rare Book School as a University-related foundation;

RESOLVED that the affiliation of the Rare Book School as a University-related foundation is approved, subject to the requirements of the University Policy on University- Related Foundations.

APPROVAL TO RAISE THE MINIMUM ENDOWMENT LEVELS

WHEREAS, professorships and deanships, whether honorary or endowed, must be approved by the Board of Visitors; and

WHEREAS, the Vice President for Development and Public Affairs, in close collaboration with University deans and administrators, has proposed new minimum funding levels for deanships and professorships, levels which are in line with those at peer institutions and with the actual costs of funding professorships and deanships; and

WHEREAS, the University’s administration recommends approval of the proposed new minimum endowment levels;

RESOLVED that new minimum endowment levels, as set forth below, are approved and adopted, and will take effect January 1, 2006:

         

Level	U.Va. (old level)	U.Va. (PROPOSED LEVEL)
$5.0 Million		Deanship
$2.0 Million	21st Century Chair	Professorship (initial level for full professorship)
$1.0 Million	Distinguished Professorship	“[Named] Faculty Fund for Excellence [in _____]” (partial support)
$500,000	Chair (Eminent Scholar)	“[Named] Research Fund” (partial support)

On approval by the Board of Visitors, the new professorship endowment levels will go into effect University-wide on January 1, 2006. Therefore professorship endowment agreements executed after December 31, 2005, will be at the new level. Professorships created, but partially funded, prior to January 1, 2006, will be grandfathered in at the old level.

While $2 million is the new minimum level for a full professorship, schools and units will be encouraged to create higher minimum levels for professorships if they choose.

Note that exceptions to the new minimum professorship levels will be considered on a case-by-case basis by the Gift Policy Committee and/or the President of the University.

APPROVAL OF SUMMARY OF AUDIT FINDINGS

RESOLVED that the Summary of Audit Findings for the period of May 1, 2005, through August 15, 2005, as presented by the Director of Audits, is approved as recommended by the Audit & Compliance Committee.

RESOLUTION AUTHORIZING THE UNIVERSITY OF VIRGINIA FOUNDATION TO PURCHASE PROPERTY LOCATED AT 1011 LINDEN AVENUE AND 1021 LINDEN AVENUE

RESOLVED, the Board of Visitors authorizes the Executive Vice President and Chief Operating Officer, with the concurrence of the Chair of the Finance Committee, to approve the negotiation and purchase by the University of Virginia Foundation of property located at 1011 Linden Avenue and 1021 Linden Avenue, which consists of 94,787 square feet in the City of Charlottesville. The purchase price for the property shall be negotiated by the University of Virginia Foundation and approved by the Executive Vice President and Chief Operating Officer and by the Chair of the Finance Committee.

AUTHORIZATION FOR CERTAIN ENTITLEMENTS FOR THE SPOUSE OF THE CHANCELLOR OF THE UNIVERSITY OF VIRGINIA’S COLLEGE AT WISE

WHEREAS, the spouse of the Chancellor of The University of Virginia’s College at Wise traditionally has participated in organizing and presiding over many important functions and activities at the College, and often serves as an official representative of the College together with the Chancellor; and

WHEREAS, while the Chancellor’s spouse is not compensated directly for the time and effort devoted to such activities at the College, the Board of Visitors recognizes the value of these contributions and accordingly wishes to provide for reimbursement of reasonable expenses and access to travel services available to employees of the College at Wise;

RESOLVED, the spouse of the Chancellor of The University of Virginia’s College at Wise shall be reimbursed for reasonable expenses, and be entitled to travel and transportation services, in connection with College functions and activities, from non- state or foundation resources available to the College at Wise and in accordance with established rules applicable to agents and employees of the College at Wise.

RESOLUTION OF THE BOARD OF VISITORS FOR THE UNIVERSITY OF VIRGINIA

WHEREAS, the Board of Visitors wishes to formally express its support of and gratitude to our President, the Faculty Senate, student leaders, members of the administration, faculty and students, and our police, for their unity and solidarity in public condemnation of racial intolerance; and

WHEREAS, the Board commends particularly the Vice President and Chief Student Affairs Officer and her staff for the quality of their service to abused students and their families; and

WHEREAS, the foregoing is a necessary and powerful component to the Board’s effort to promote equal educational opportunity for all members of the University’s academic community; and.

WHEREAS, it is the firm position of the Board of Visitors that racial intolerance and bigotry on any level at the University is inherently incompatible with the University’s educational mission, and repugnant to individual liberty and equity;

RESOLVED, the Board of Visitors wishes to make clear that any threatening conduct or act of intimidation directed personally at or against any member of the University community because of his or her race, national origin, gender, religion, disability, sexual orientation or other prohibited basis, will not be tolerated and will be appropriately disciplined in accordance with University policy and applicable law. The Board expects vigorous investigation and enforcement of all University policies, including its Standards of Conduct and Discriminatory Harassment Policy, and further calls upon the University community to report promptly any and all threats and other personal abuse to the police for criminal investigation; and

RESOLVED FURTHER, the Board of Visitors requests the Chair of its Student Affairs and Athletics Committee to reaffirm this position of the Board with the students responsible for enforcing the University’s Standards of Conduct; and to affirm that the Board welcomes recommended changes in policy that will further these

expectations, and which have the support of General Counsel for legal sufficiency.

APPROVAL OF A REVISED CONCEPT FOR THE SOUTH LAWN PROJECT

WHEREAS, the University wishes to proceed with a Phase I of the South Lawn project that meets the needs of the College and Graduate School of Arts and Sciences and can be achieved within expected financial resources; and

WHEREAS, a Decision Brief dated September 30, 2005, has been developed that outlines the basic parameters of the new Phase I project which includes not less than 100,000 gross square feet of classroom and office space, a plaza over Jefferson Park Avenue, and parking and carries with it a budget of $105 million;

RESOLVED that the Board of Visitors agrees in concept to the parameters as outlined in the Decision Brief; and

RESOLVED FURTHER that this action supersedes all previous actions related to the South Lawn project.

APPROVAL OF ARCHITECT SELECTION FOR SOUTH LAWN

RESOLVED that Moore Ruble Yudell, of Santa Monica, California, is approved for the performance of architectural and engineering services for the South Lawn.