WRIGHT STATE UNIVERSITY
BOARD OF TRUSTEES
OFFICIAL PROCEEDINGS OF THE
TWO HUNDRED AND NINETEENTH MEETING
November 18 and 19, 2004
I. CALL
TO ORDER
The meeting of the Wright State University Board of
Trustees was called to order by Ms. Bonnie G. Langdon, chair,
on Thursday, November 18, 2004, 4:00 p.m., in Room 494 Allyn
Hall. Ms. Jacqueline McMillan, secretary of the Board of Trustees,
called the roll:
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Present
Matthew O. Diggs, Jr.
Martin D. Jenkins
Jamie King
Bonnie G. Langdon
Robert C. Nevin
J. Thomas Young
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Absent
Michael
Adams
Don
R. Graber
Lester
L. Lyles
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II. PROOF
OF NOTICE OF MEETING
Ms. Langdon reported that this meeting was called by
written notification and a quorum was present.
III. DISPOSITION
OF PREVIOUS MINUTES
Mr. Diggs moved to approve the October 14 and 15, 2004
minutes as submitted. Mr. Nevin seconded, and the motion was
unanimously approved by voice vote.
IV. EXECUTIVE
SESSION
In accordance with the Ohio Open Meetings Law, the
Board, after a majority of a quorum, determined to hold an Executive
Session by offering the following resolution:
RESOLUTION 05-11
RESOLVED that the Wright State University Board of
Trustees agreed to hold Executive Session on Thursday, November
18, 2004; and be it further
RESOLVED that pursuant to the Ohio Revised Code 121.22
(G), the following issues may be discussed in Executive Session:
¥ Legal
Report
¥ Potential
dismissal, demotion, or discipline of a tenured faculty member,
and pertinent personnel matters
¥ Purchase
of real property by WSU Foundation, Inc., and pertinent real
estate matters
Ms. Langdon moved for approval. Mr. Jenkins seconded,
and the motion was unanimously approved by roll call vote.
V. RECESS
Following the Executive Session the WSU Trustees, the
Student Trustees and several members of the Cabinet joined the
President and Mrs. Goldenberg for dinner at Rockafield House.
VI. RECONVENE
- ROLL CALL
The Wright State University Board of Trustees reconvened
on Friday, November 19, 2004, 8:30 a.m., in Room E156 of the
Student Union. Ms. McMillan called the roll:
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Present
Matthew O. Diggs, Jr.
Martin D. Jenkins
Bonnie G. Langdon
Robert C. Nevin
J. Thomas Young
Matthew G. Watson
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Absent
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Ms. Langdon stated that the Wright State University
Board of Trustees is a public body subject to the Ohio Open Meetings
Act. It operates on a fixed agenda available to those attending
the meeting. Persons wishing to address the Board in its Public
Session should submit a written request to the Board of TrusteesÕ office
72 hours in advance of the meeting in order to be placed on the
agenda. However, all persons address the Board at the invitation
of the Board and are subject to time limitations and other guidelines
established to maintain the good order of the meeting.
VII. REPORT
OF THE CHAIR
Judge Frederick Young administered the oath of office
to the new trustees: Ms. Jamie King and Mr. Matthew G. Watson.
VIII. REPORT
OF THE PRESIDENT
A. Approval
of November Graduates
Fall commencement will be held on Saturday,
November 20, 2004, 10:00 a.m. in the Ervin J. Nutter Center.
Section 1.03 of the Wright State University Code of
Regulations provides that the Board of Trustees shall grant degrees
to qualified graduates after due consideration of nominations
by the faculty. Candidates were nominated at the General Faculty
meeting on November 2, 2004.
Since applications for degrees are accepted in advance,
the recommendation was made that change in the list to correct
errors and to add or delete names of persons who unexpectedly
will or will not meet all requirements for graduation be permitted.
A list of fall 2004 degrees follows, along with comparison figures
for winter 2003.
2003 2004
Business and Administration
Bachelor of Science in Business 208 161
Education and Human Services
Bachelor of Science 55 76
Bachelor of Science in Education 63 79
Engineering & Computer Science
Bachelor of Science in Computer Engineering 9 6
Bachelor of Science in Computer Science 18 15
Bachelor of Science in Electrical Engineering 12 7
Bachelor of Science in Engineering Physics 3 0
Bachelor of Science in Human Factors Engineering 0 0
Bachelor of Science in Industrial & Systems Engineering
2 1
Bachelor of Science in Mechanical Engineering 8 16
Bachelor of Science in
Materials Science and Engineering 1 0
Liberal Arts
Bachelor of Arts 169 171
Bachelor of Fine Arts 21 15
Bachelor of Music 9 5
Bachelor of Science 5 1
Nursing and Health
Bachelor of Science in Nursing 49 76
Science and Mathematics
Bachelor of Arts 52 68
Bachelor of Science 56 54
Bachelor of Science in Medical Technology 0 0
School of Graduate Studies
Doctor of Philosophy 12 18
Educational Specialist 0 0
Master of Accountancy 14 12
Master of Arts 36 41
Master of Business Administration 82 120
Master of Education 257 301
Master of Humanities 2 2
Master of Music 0 3
Master of Public Administration 2 2
Master of Rehabilitation Counseling 2 7
Master of Science 118 131
Master of Science in Computer Engineering 9 15
Master of Science in Engineering 77 92
Master of Science in Teaching 14 15
Master of Urban Administration 0 0
School of Medicine
Doctor of Medicine 2 0
School of Professional Psychology
Doctor of Psychology 20 20
Wright State University Lake Campus
Associate Degrees 27
20
Total 1,415 1,550
RESOLUTION 05-12
RESOLVED that the candidates for degrees for
August and November 2004 be and hereby are confirmed and approved.
Mr. Jenkins motioned for approval. Ms. Langdon
seconded, and the motion was unanimously adopted by voice vote.
B. Confirmation
of Academic and Administrative Appointments and Changes
Faculty
Appointments and Changes
Francis
Baker, Ph.D., has been appointed Associate Dean/Professor, Graduate
Programs, International and Community Relations, Raj Soin College
of Business, effective 10/1/2004.
Joe
Law, Ph.D, has been appointed Assistant VP Articulation and Transfer,
effective 9/1/2004.
Unclassified
Appointments and Changes
Susan
Wehmeyer, MLS, has been appointed Head of Information Delivery
Services, University Libraries, effective 11/1/2004.
Helen
Kay Dean, has been appointed Health and Safety Technical Services
Coordinator, Environmental Health and Safety, effective 11/8/2004.
Solomon
Waderie, has been appointed Evening IDS Manager, University Libraries,
effective 11/1/2004.
Daniel
Papay, BSME, has been appointed University Engineer, Planning-Engineering
and Construction, effective 10/1/2004.
Unclassified
Separations
Susan
Weldon, MLS, Head of Information Delivery Services, University
Libraries, effective 10/31/2004.
Barbara
McBee, BFA, Associate Director, Printing Services, effective
10/31/2004.
Linda
Moore, Business Advisor, Small Business Development Center, Raj
Soin College of Business, effective 9/30/2004.
Laura
Glazier, MBA, Business Advisor, Small Business Development Center,
Raj Soin College of Business, effective 9/30/2004.
Jacqueline
Barton, MBA, Business Advisor, Small Business Development Center,
Raj Soin College of Business, effective 9/30/2004.
Aspassia
Schina, University Records Manager, Special Collections & Archives,
University Libraries, effective 10/29/2004.
Carol
Keltner, B.S., Academic Advisor, University College, effective
10/31/2004.
Classified
New Hires
Emmaly
Esther Diller, has been appointed Office Assistant II, DCOP,
School of Medicine, effective 10/11/2004.
Tracy
Spitler, has been appointed Administrative Assistant, College
of Nursing and Health, effective 10/19/2004.
Deborah
Garber, has been appointed Administrative Specialist, College
of Science & Mathematics, effective 10/18/2004.
Classified
Separations
Teresa
Evans, Administrative Specialist, Army ROTC, effective 9/24/2004.
Mary
Rutledge, Collection Specialist, Bursars, effective 10/19/2004.
RESOLUTION 05-13
RESOLVED that the academic and
administrative appointments, changes, retirements, departmental
reporting, resignations and terminations submitted to this meeting
be, and the same hereby are approved.
Mr. Jenkins moved for approval. Mr. Young seconded,
and the motion was unanimously adopted by roll call vote.
C. Acceptance
of Gifts and Donations
The following gifts have been
received and acknowledgment sent to the donors:
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To
the University College
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From:
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Quaker Steak and Lube
3725 Presidential Drive
Fairborn, OH 45324
Chicken Wing Donation
Estimated Value: $675
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From:
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PepsiAmericas
526
Milburn Avenue
Dayton,
OH 45404
3,000
Pepsi Products for First Weekend
Estimated
Value: $655
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RESOLUTION 05-14
RESOLVED that the gifts and donations
listed above are hereby accepted.
Mr. Young motioned for approval.
Mr. Diggs seconded, and the resolution was unanimously approved
by roll call vote.
D. Report
of Investments
Since the last Board meeting, investments for July
and August 2004 have been received. These reports have been distributed
to the trustees and will be filed with the official Board of
TrusteesÕ records.
E. Ratification
of Contracts and Grants
Wright State University is on track to surpass previous
funding records with a cumulative total of nearly $32.5 million
recorded after the first four months of fiscal year 2004-05.
Since the last Board of TrusteesÕ meeting, Wright State University
has finalized the agreement with the Ohio Department of Development
for the $11 million ÒWright Center of Innovation for Advanced
Data Management and Analysis (WCI-ADMA).Ó The proposal effort
was spearheaded by Dr. Joseph F. Thomas, vice president for Research,
and the WCI-ADMA is
now led by Mr. Charles Walsh.
RESOLUTION 05-15
RESOLVED that the contracts and grants submitted to
this meeting be, and the same hereby are ratified.
Mr. Jenkins moved for approval.
Mr. Young seconded, and the motion was unanimously adopted by
roll call vote.
IX. REPORTS
OF THE COMMITTEES OF THE BOARD
A. Academic
Affairs Committee
Mr. Jenkins reported on the Academic
Affairs committee meeting of November 5, 2004. The following topics
were discussed:
á Report
of the Provost
Former U.S. Surgeon General David Satcher
will receive the honorary Doctor of Humane Letters degree during
commencement proceedings on November 20, 2004.
A ceremony and tour at the Frederick
A. White Center on Friday, November 5, officially announced the
new Cell Dynamics and Engineering Center of Excellence. The School
of Medicine and the Air Force Research Laboratory (AFRL) will team
up to study cellular control mechanisms, an aspect of biotechnology
research that will help the Air Force develop engineering and systems
control technologies. The new laboratory is the offshoot of the
Wright Brothers Institute (WBI), formed in June 2003 by the Dayton
Development Coalition.
The College of Nursing and Health received
a three-year, $700,000 grant from the United States Department
of Health and Human Services (HHS) to develop the Baccalaureate
Entry Accelerates Career Opportunities in Nursing (BEACON) program,
as part of the HHS Nurse Education, Practice, and Retention Program.
Wright State is one of 62 universities nationwide and one of four
in Ohio to receive a HSS grant to help expend the nationÕs supply
of qualified nurses and promote diversity in the nursing profession.
Dr. Douglas Nord, professor of political
science and executive director of the University Center for International
Education (UCIE) at Wright State University, recently received
an honorary doctorate from the faculty of social sciences at Umea
University in Sweden. He was honored for his research on migration
politics, international relations and American foreign policy.
In conjunction with the national observance of International
Education Week (November 8-12, 2004), the Center for International
Education presented several activities for the Wright State campus.
The search for the dean of the College
of Engineering and Computer Science is on schedule. The search
committee has received 40 applications; and anticipates campus
interviews in January 2005.
As the university continues to prepare
for the NCA accreditation team visit May 15-17, 2006, two colleges
participated in successful accreditation site visits in October:
College of Nursing and Health by the Commission on College Nursing
Education and the Ohio Board of Nursing, and the School of Professional
Psychology by the American Psychological Association.
á Technology
Plan Update
Mr. Paul Hernandez, director of Computing and Telecommunications
Services, distributed copies of the WSU Information Technology
Plan, 2004-2009. The technology plan was developed in concurrence
with the recommendations of each college, the University Technology
Committee, and the University Classroom of the Future Committee,
and focuses on university-wide technology needs. The updated
plan includes such recommendations as, the establishment of a
replacement and maintenance fund for instructional technology;
the expansion of wireless network capability throughout campus;
the expansion of funding for networking and infrastructure; the
creation of flexible computer classrooms; the conversion of all
general classrooms to electronic classrooms; the eventual migration
of faculty from desktop to laptop computers; the expansion of
Helpdesk support; and the utilization of electronic portfolios.
á Articulation/House
Bill 95 Update
Dr. Lillie Howard, vice president for
Curriculum and Instruction and dean of the University College,
reported that Wright State has made substantial progress in implementing
the requirements associated with House Bill 95. The bill requires
that the Ohio Board of Regents meet a number of provisions by April
15, 2005 to ensure that students can transfer among state institutions
without unnecessary duplication or institutional barriers. Among
the requirements is that the Course Applicability System be fully
implemented, which is defined as providing degree audits for all
undergraduate degree and certification programs; providing course
equivalencies for each institution from which a school receives
25 or more transfer students per year; and developing and administering
training programs for advisers, counselors, admissions and outreach
staff; and having an approved transfer module.
Although they expect to satisfy the requirements,
insufficient staffing and complications associated with the implementation
of a new required technology to send electronic student transcripts
may prove to be problematic. Dr. Howard welcomed Mr. Joe Law, assistant
vice president for Articulation and Transfer, as he will assist
with the project.
1. Emeritus
Request
RESOLUTION 05-16
WHEREAS, faculty members who have served ten or more years as fully-affiliated
and full-time members at Wright State University will automatically
be granted the emeritus title upon retirement and upon written
request by the faculty member to the provost; and
WHEREAS, Jane N. Scott, associate professor
of Anatomy, has served the university since 1975 in a fully-affiliated
and full-time status and has requested emeritus status; therefore
be it
RESOLVED that the request for emeritus status for the
aforementioned faculty member, as submitted to this meeting be,
and the same hereby is endorsed.
Mr. Jenkins moved for approval. Mr. Young
seconded, and the motion was unanimously approved by roll call
vote.
B. Advancement
Committee
Mr. Young, chair, reported on the Advancement Committee
meeting of November 5, 2004.
á Campaign
Report
Ms. Marcia Muller summarized the Rowdy ÔRound Town
gala on October 23rd. Ninety donors qualified for
induction into the Heritage Society and 361 persons attended
the event. The Rowdy auction netted $15,900 for student organizations.
Mrs. Muller recognized Ms. Susan Smith who chaired the Gala along
with many others from the division who helped to make this evening
such a wonderful success. She relayed positive feedback from
attendees, including rave reviews for the technological excellence
of the Center for Teaching and Learning.
Total
commitments through October 28, 2004 are $58.9 million.
The University
Advancement staff had a retreat at Lake Campus on October 29th
and spent time celebrating the campaign and touring the campus.
Dr. Scott Graham presented the FISH philosophy that helps inject
high morale into the workplace.
Two key positions are open in the division.
They are the Director of Development Communications and Director
of Corporate and Foundation Relations. National searches will
be initiated this month.
Campaign focus in the weeks ahead will include
attention to major gifts in the pipeline as well as the individual
fund raising goals for each college. Continued efforts to increase
alumni support will also be undertaken.
á Alumni
Demographics
Ms. Susan Smith
distributed an updated demographic alumni map showing where WSU
graduates live. This table helps guide where alumni functions
should be held. Ms. Smith noted that since 1999, 21% of alumni
have given to the campaign; over 10,000 alumni have made donations;
and of this number, 20% were first time donors.
It was noted
that participation has grown, partly due to increased advertising
over the past five years. Ms. Smith noted that more alumni gatherings
will be conducted in Cincinnati, Cleveland and Columbus, along
with other major cities in the US.
á WSU
Foundation Report
Mr. Robert Batson reported that the Foundation
audit received a clean opinion from Price Waterhouse Coopers.
He then reviewed the financial statements with the committee.
Net assets of the Foundation grew from $47 million at the end
of fiscal year 2003 to $61 million at the end of fiscal year
2004.
The one change the Foundation will be instituting
in the coming months is the way endowment funds are managed.
The Foundation Board voted to contract with SEI Investments,
whose method of investment management is known as the manager
of managers concept. Mr. Batson explained the qualifications
that led to SEIÕs being chosen along with SEIÕs philosophy of
investing.
The Investment Committee will retain all responsibility
for the investment policy statement and asset allocation strategies,
but SEI will bear responsibility for selecting the various money
managers. The advantage to the Foundation is that desired changes
can be made more quickly than with the financial consultant model.
C. Building
and Grounds Committee
Mr. Diggs, chair, reported on the Building and Grounds
Committee meeting of November 5, 2004.
á Ice
Rink Facility
Dr. Matt Filipic updated the Board members on the progress
of lease discussions with the principals, their lawyers and the
developers. The Board requested that further information be collected
before the lease agreement can be approved.
á Single
Prime Language
Dr. Filipic updated the Board members on discussion
of single prime language with the state. The state continues
to discuss changes to the laws dealing with the way we contract
for construction. These changes, if approved, would allow use
of a single prime contractor rather than the multiple primes
that are now required. As discussions continue, Dr. Filipic will
keep the Board updated.
D. Finance
and Audit Committee
Mr. Nevin reported on the committee meeting
of November 5, 2004. The following topics were discussed:
1. Bond
Issue Resolution
The following resolution
authorizing the issuance of general receipts bonds of Wright
State University in a maximum aggregate principal amount not
to exceed $34,500,000 to pay costs
of purchasing and installing an administrative software system,
renovating and expanding the science facilities and laboratories,
renovating the Student Union and the Frederick A. White Center,
and constructing various parking and road improvements; authorizing
a second supplemental trust agreement; and authorizing related documents.
RESOLUTION 05-17
NOW, THEREFORE, BE
IT RESOLVED that Resolution 05-17 as submitted to the Wright
State University Board of Trustees November 19, 2004, be therefore
approved.
(See Attachment 1 for full text of resolution).
Mr. Nevin moved for
approval. Mr. Young seconded, and the resolution was unanimously
approved by roll call vote.
Attachment
1
A resolution authorizing
the issuance of general receipts bonds of Wright State University
in a maximum aggregate principal amount not to exceed $34,500,000
to pay costs of purchasing and installing an administrative software
system, renovating and expanding the science facilities and laboratories,
renovating the Student Union and the Frederick A. White Center,
and constructing various parking and road improvements; authorizing
a second supplemental trust agreement;
and authorizing related documents.
WHEREAS, pursuant
to Sections 3345.07, 3345.11 and 3345.12 of the Revised Code,
as enacted under authority of the Ohio Constitution, and particularly
Section 2i of Article VIII, Wright State University,
a state university of the State of Ohio created and existing
pursuant to Chapter 3352 of the Revised Code, is authorized and empowered,
among other things, (a) to issue Obligations of the University to pay the Costs of Facilities; (b) to
pledge to the payment of those Obligations the gross amount of
the General Receipts
of the University in priority to all other expenses, claims or
payments; (c) to covenant that the University will make,
fix, adjust and collect the fees, rates, rentals, charges and
other items comprising General Receipts to produce General Receipts
sufficient at all times to meet requirements with respect to
the Obligations; and (d) to provide for a trust agreement and
make further provisions for securing the payment of the Obligations,
all as defined below; and
WHEREAS, on March
13, 2003 this Board adopted its Resolution No. 03-20 (the General
Bond Resolution) which authorized the issuance from time to time
of General Receipts Bonds of the University, with each issue
to be authorized by a resolution of this Board pursuant to the
trust agreement authorized by the General Bond Resolution; and
WHEREAS, pursuant
to Resolution No. 03-21 adopted by this Board on March 13, 2003,
the University issued $16,925,000 General Receipts Bonds, Series
2003 (the Series 2003 Bonds) pursuant to a Trust Agreement dated as of March
15, 2003 (the Original Trust Agreement) between the University
and Bank One, NA, as amended by a First Supplemental Trust Agreement
dated as of March 15, 2003 (the First Supplemental Trust Agreement);
and
WHEREAS, the Series 2003 Bonds
are the only bonds outstanding secured by the Original Trust
Agreement, as amended; and
WHEREAS, this Board finds and determines that it is
necessary and in the best interest of the University to issue,
as a second issue of the Bonds, the Series 2004 Bonds to pay costs
of purchasing and installing an administrative software system,
renovating and expanding the science facilities and laboratories,
renovating the Student Union and the Frederick A. White Center,
and constructing various parking and road improvements (the 2004
Project);
NOW, THEREFORE, BE IT RESOLVED
by the Board of Trustees of Wright State University (the University), that:
Section 1. Definitions; Interpretations and References.
(a) Definitions. Capitalized
words and terms used in this resolution and not defined in this
resolution shall have the meanings given to them in the General
Bond Resolution. In addition to words and terms defined in the
General Bond Resolution, the following words and terms shall have the following
meanings unless otherwise therein provided or unless the
context or use clearly indicates another or different meaning
or intent:
"Authorized
Denominations" means, as to the Series 2004 Bonds,
$5,000 or any integral multiple thereof.
"Award
Certificate" means, as to the Series 2004 Bonds,
the certificate authorized in Section 3, setting forth and determining certain
terms and other matters pertaining to the Series 2004 Bonds
and their issuance, sale and delivery, consistent with this Resolution.
"Bond
Purchase Agreement" means, as to the Series 2004 Bonds,
the Bond Purchase Agreement between the University and the Original
Purchaser authorized in Section 3.
"Interest Payment Dates" means,
as to the Series 2004 Bonds, May 1 and November 1 of each year
commencing May 1, 2005.
"Original
Purchaser" means, as to the Series 2004 Bonds, RBC Dain
Rauscher Inc.
"Principal Payment Dates" means, as to the Series 2004 Bonds,
May 1 in each of the years in which principal is payable.
"Second Supplemental Trust Agreement" means
the Second Supplemental Trust Agreement between the University
and the Trustee authorized in Section 7.
ÒTrust AgreementÓ means
the Original Trust Agreement, as amended by the First Supplemental
Trust Agreement and as amended by the Second Supplemental Trust
Agreement.
ÒTrusteeÓ means J.P.
Morgan Trust Company, National Association, as successor trustee
to Bank One N.A.
Section
2. Issuance of Series 2004 Bonds, This Board finds and
determines that it is necessary and proper and in the best interest
of the University to, and the University shall, issue General Receipts Bonds in the maximum aggregate principal amount not to
exceed $34,500,000 for the
purposes of paying Costs of Facilities of the 2004 Project. Those Bonds
shall be designated "General Receipts Bonds, Series 2004" or
as otherwise provided in the Award Certificate. The Award Certificate may specify
that the Series 2004 Bonds may be issued in one or more
separate series, each bearing a distinctive designation, provided
that the Bonds of all series satisfy the requirements of this
Resolution. The aggregate principal amount of Series 2004 Bonds
to be issued, not exceeding the amount of $34,500,000, shall
be in an amount determined in the Award Certificate to be the aggregate
principal amount that is necessary, taking into account any discount
from the aggregate principal amount
of the Series 2004 Bonds at which they are sold to the Original
Purchaser, in order to effect the
purpose for which the Series 2004 Bonds are to be issued, including payment of financing costs relating
to the Series 2004 Bonds,
(a) General Terms and Provisions of the Series 2004
Bonds. The Series 2004 Bonds shall be issued only as Registered Bonds,
substantially in the form to be set forth in the Trust Agreement, as amended. The Fiscal Officer is authorized and directed
to sign and deliver, in the name and on behalf of the
University, a letter agreement with any Securities Depository
to record ownership and effect transfers of the Series 2004
Bonds in a book entry system. The terms, provisions, denominations
and principal maturities of, redemption provisions applicable to, and the interest rates
to be borne by, the Series 2004 Bonds shall be those as
set forth in the Award Certificate, which shall not be inconsistent
with the provisions of this Resolution. The Series 2004 Bonds shall be dated
as of the first day of the month in which they are issued, or such later date, but in any case
not later than the date of their initial delivery,
as may be established in the Award Certificate,
Series
2004 Bonds shall be numbered in such manner as determined by the Fiscal Officer
in order to distinguish
each Series 2004 Bond from any other Series 2004 Bond, may be
subject to optional redemption in the amounts, upon the conditions,
and at the times and prices, and may be subject to Mandatory Sinking Fund
Redemption in the amounts and at the times and prices, all as
set forth in or provided for by or pursuant to this Resolution
or Award Certificate and upon the terms and conditions set forth
in the Trust Agreement. Bond Service Charges on the Series 2004
Bonds shall be payable as provided in the Trust Agreement, without
deduction for the services of any Paying Agent.
(b) Principal
Maturities and Interest Rates. The Series 2004 Bonds shall
mature on the Principal Payment Dates, and shall be payable
in the principal amounts or in accordance with Mandatory Sinking Fund
Requirements, as to be set forth in the
Award Certificate subject to the provisions
of Section 3. The Series 2004 Bonds shall bear interest from
their date or the most
recent date to which interest
has been paid or duly provided for at the rates per annum,
payable on each Interest Payment Date, as to be set forth in the
Award Certificate subject to the provisions of Section 3.
(c) Mandatory
and Optional Redemption. The Series 2004 Bonds may be subject
to optional redemption prior to stated maturity, and may be
subject to Mandatory Sinking Fund Redemption, as to be provided
in the Award Certificate.
Mandatory Sinking
Fund Redemption. If requested by the Original Purchaser
and confirmed in the Award Certificate, any annual principal
maturity amount may be consolidated with one or more
consecutive preceding annual principal maturity amounts into
a single aggregate principal amount maturing on that stated
annual maturity date. In that case, those Term Bonds then maturing
on that stated annual maturity date shall be subject to Mandatory
Redemption prior to stated
maturity in part pursuant to Mandatory Sinking Fund Requirements,
at a redemption price of 100% of the principal amount
redeemed plus interest accrued to the redemption date. Portions
of the Term Bonds shall be so redeemed on the principal payment
date in each of those preceding years and in the respective
full annual principal amounts listed in a principal maturity
schedule set forth in the Award Certificate for payment in
those preceding years.
The aggregate of the money to be deposited with the Trustee
in the Bond Service Account for payment of Bond Service Charges
on Term Bonds shall
include amounts sufficient to redeem the principal amount of
Term Bonds on the respective
dates as stated in the principal maturity schedule set forth
in the Award Certificate (less the amount of any credit as provided below). If retired only by Mandatory Sinking
Fund Redemption prior to their stated maturity, the remaining
principal amount of any Term Bonds will be paid at their stated
maturity date.
The
University shall have the option to deliver to the Trustee for
cancellation Term Bonds in
any aggregate principal amount and to receive a credit against
any then current Mandatory Sinking Fund Requirement (and corresponding
Mandatory Redemption Obligation) for any Term Bonds. That option
shall be exercised by the University on or before the 45th day
preceding the applicable Mandatory Redemption date, by furnishing
the Trustee a certificate signed by the Fiscal Officer setting
forth the extent of the credit to be applied with respect to
the then current Mandatory Sinking Fund Requirement. If
a certificate is not timely furnished to the Trustee, the Mandatory
Sinking Fund Requirement (and corresponding Mandatory Redemption Obligation) shall not be reduced. A credit against the then current Mandatory Sinking Fund Requirement
(and corresponding Mandatory Redemption Obligation) also shall
be received by the University for any Term Bonds which prior
thereto have been redeemed (other than through the operation
of Mandatory Sinking Fund Requirements) or purchased for cancellation
and cancelled by the Trustee, to the extent not applied previously
as a credit against any Mandatory Redemption Obligation. Each
Term Bond so delivered, or previously redeemed, or purchased
and cancelled, shall be credited by the Trustee at 100% of its
principal amount against the then current Mandatory Sinking Fund
Requirement (and corresponding Mandatory Redemption Obligation).
Any excess of that amount over the then current Mandatory Sinking
Fund Requirement shall be credited against subsequent Mandatory
Sinking Fund Requirements (and corresponding Mandatory Redemption
Obligations) in the order directed by the Fiscal Officer.
Optional Redemption. The Series. 2004
Bonds maturing on or after a date stated in the Award Certificate
shall be subject to redemption by and at the option of the University
in whole or in part on the dates provided in the Award Certificate
and in integral multiples of $5,000 and at the redemption
prices equal to the percentages of the principal amount redeemed
as provided in the Award Certificate plus in each case accrued
interest to the redemption date.
If optional redemption of any Term Bonds at a redemption
price exceeding 100% of the principal amount to be redeemed is
to take place as of any applicable Mandatory Redemption date
provided for pursuant to the above provisions, the Term Bonds
or portions of Term Bonds to be redeemed shall be selected by lot prior to the selection
by lot of the Term Bonds to be redeemed on the same date
by operation of the Mandatory Redemption Obligations.
Series 2004 Bonds to be redeemed
pursuant to optional redemption shall be redeemed only upon written notice from the University to the Trustee,
given upon the direction of the Board by adoption of a resolution.
That notice shall specify the redemption date and the principal
amount of each maturity of Bonds to be redeemed, and shall be
given at least 45 days prior to the redemption date or such shorter
period as shall be acceptable to the Trustee. In the event that
notice of redemption shall have been given by the Trustee to
the registered owners as provided in the Trust Agreement there
shall be deposited with the Trustee, on or
prior to the redemption date, moneys that,
in addition to any other money available therefor and held by
the Trustee, will be sufficient to redeem at the redemption
price thereof, plus interest accrued to the redemption date,
all of the redeemable Bonds for which notice of redemption has
been given.
Further procedures and conditions for the satisfaction
of the Mandatory Sinking Fund Requirements and optional redemption
are to be set forth in the Trust Agreement.
(d) Signing. The
Series 2004 Bonds shall be signed by at least two of the following officers: the President, Fiscal Officer and Chair
of the Board. Any or all of those signatures may be by facsimile.
(e) Authorization
of Bond Rating and Credit Support Instrument. If in the
judgment of the Fiscal Officer the filing of applications for
a rating on the Series 2004 Bonds by one or more Rating
Services, or for a Credit Support Instrument relating to the
Series 2004 Bonds, are necessary or desirable for marketing
purposes, the Fiscal Officer is authorized to prepare and submit
either or both of
those applications, to provide such information as may be required
in support of them and to provide
for the payment of the cost of such a rating or other Credit
Support Instrument as financing costs
payable by the University from proceeds of the Series 2004
Bonds to the extent available and then from other money
lawfully available and appropriated or to be appropriated for
that purpose.
(f) Book
Entry Form. The Series 2004 Bonds shall be issued to a
Securities Depository for
use in a book entry system. If and as long as a book entry
system is utilized, all of the following apply:
(i) The
Series 2004 Bonds shall be issued in the form of a single Registered
Bond representing each maturity and registered in the name of
the Depository or its nominee,
as registered owner, and immobilized in the custody of the Depository.
(ii) The
owners of book entry interests shall have no right to receive
Bonds in the form of physical securities or certificates.
(iii) Ownership
of book entry interests in book entry form shall be shown by
book entry on the system maintained and operated by the Depository
and its participants, and transfers of the ownership of book
entry interests shall be made only by book entry by the Depository and its participants.
(iv) The
Bonds as such shall not be transferable or exchangeable, except
for transfer to another Depository
or to another nominee of a Depository, without further action by
the University.
If
any Securities Depository determines not to continue to act as
a Depository for the Series 2004 Bonds for
use in a book entry system, the Fiscal Officer and Trustee may
attempt to establish a securities
depository/book entry relationship with another qualified Depository.
If the Fiscal Officer and
Trustee do not or are unable to do so, the Fiscal Officer and
Trustee, after making provision for notification
of the owners of book entry interests in the Bonds by the then
Depository and any other arrangements deemed necessary,
shall permit withdrawal of the Bonds from the Depository, and authenticate
and deliver Registered Bond certificates in Authorized Denominations
to the assigns of the Depository or its nominee, and if the event
is not the result of University action or inaction, all at the
cost and expense (including any costs of printing) of those persons
requesting such issuance.
The
Fiscal Officer and Trustee are authorized and directed to the
extent necessary or required to enter into any agreements or
make any representations determined necessary in connection with the book entry system
for the Series 2004 Bonds, after determining (as evidenced by their signing) that their signing will not endanger
the funds or securities of the University under the Trust
Agreement.
Section
3. Sale of Series 2004 Bonds; Disclosure Documents; Continuing Disclosure Agreement. (a) General. The Series 2004 Bonds are awarded and sold
to the Original Purchaser in accordance with the Bond Purchase
Agreement and at a purchase price (not less than 99% of the aggregate
principal amount of the Series 2004 Bonds), as determined in
the Award Certificate, plus accrued interest on the aggregate
principal amount of the Series 2004 Bonds from their date to
the date of delivery of and payment for them.
For
the purpose of implementing the provisions of this Resolution,
the Fiscal Officer is authorized and directed to sign the Award Certificate selling the Series
2004 Bonds to the Original Purchaser
at the price established in the Award Certificate and in accordance
with this Resolution, and to evidence that sale and the
further terms and provisions of that sale and of the Series 2004
Bonds by completing, signing and delivering the Award Certificate,
and a Bond Purchase Agreement
substantially in the form now on file with the Secretary. The
Award Certificate and the Bond Purchase Agreement shall
have provisions as are not inconsistent with this Resolution
and not substantially adverse to the University and as shall
be approved by the Fiscal Officer. The determination that those
provisions are not substantially adverse to the University shall
be conclusively evidenced by that officer's signing.
Having
due regard to the best interests of the University and the anticipated
General Receipts, there shall be further determined in the Award
Certificate or, as appropriate, in the Trust Agreement consistent with the provisions of
this Resolution, (a) the date of the Series 2004 Bonds
and the final aggregate principal amount of the Series 2004 Bonds,
(b) the aggregate principal amount and principal maturities
of the Series 2004 Bonds to be issued as Serial Bonds or as Term Bonds, the Principal Payment Dates
for those Bonds and the principal amount of those Bonds that shall be stated to mature on each
such Principal Payment Date, and as to any Term Bonds the Principal Payment Date(s) on which Term Bonds shall be subject to Mandatory Sinking Fund
Redemption and the principal amount that shall be payable pursuant
to Mandatory Sinking Fund
Requirements on each Mandatory Redemption Date in accordance
with the provisions of the Trust Agreement, (c) any optional
redemption provisions, and (d) the rate or rates of interest
to be borne by the Series 2004 Bonds, all subject, however, to
the following further considerations and limitations:
(i) The
rate or rates of interest per year to be borne by the Series
2004 Bonds shall be such as are determined to be required by
marketing considerations and to result in the sale of the Series
2004 Bonds on a basis most favorable to the University. The weighted
average interest rate of the Series 2004 Bonds shall not exceed
6%,
(ii) The
schedule of the principal amount of Series 2004 Bonds maturing
or payable pursuant to Mandatory Sinking Fund Redemption requirements on each Principal
Payment Date shall be determined to be consistent with
the anticipated General Receipts. The first principal
payment shall be not later than May 1, 2005 and the final principal
payment shall be not
later than May 1, 2029. The schedule of the maturing principal
amounts of the Series 2004 Bonds shall be such that the
weighted average maturity of the Series 2004 Bonds shall not
exceed 13 years.
(iii) The first optional redemption date shall be not later
than May 1, 2015 and the redemption premium shall not exceed
101% of the principal amount redeemed.
It
is hereby determined by this Board that the terms of the Series
2004 Bonds, the procedures
for their sale, and the determination of the price to be paid
for them, all as established in accordance with this
Resolution, the Bond Purchase Agreement and the Supplemental
Trust Agreement, are and will be in the best interest
of the University and in compliance
with all legal requirements.
The President, the
Fiscal Officer, the Chair of
the Board and the Secretary are directed to make the necessary
arrangements on behalf of the University to establish the date, location, procedure and conditions for the delivery of the Series 2004 Bonds to
the Original Purchaser and to take
all actions necessary to effect due signing, authentication and delivery
of the Series 2004 Bonds under the terms of this Resolution,
the Bond Purchase Agreement and the Trust
Agreement.
(b) Disclosure
Documents. The President and the Fiscal Officer, each are
authorized and directed, on behalf of the University and in
their official capacities, to:
(i) Prepare
or cause to be prepared, and make or authorize modifications,
completions or changes of or supplements to, a disclosure document
in the form of a preliminary official statement relating to the
issuance of the Series 2004 Bonds, and determine, and certify
or otherwise represent, when the preliminary official statement
as so prepared is a "deemed final" official statement
(except for permitted omissions) by the University as of its
date for purposes of SEC Rule 15c2-12(b)(l). The distribution
and use of such a preliminary official statement is hereby authorized
and approved.
(ii) Complete
that preliminary official statement with such modifications,
changes and supplements as those officers shall approve or authorize
for the purpose of preparing and determining, and to certify
or otherwise represent, that the official statement as so revised
is a final official statement for purposes of SEC Rule 15c2-12(b)
(3) and (4). Those officers each are further authorized to use
and distribute, or authorize the use and distribution of, the
final official statement and supplements thereto in connection
with the original issuance of the Series 2004 Bonds as may, in
their judgment, be necessary or appropriate.
Those officers and
each of them are also authorized to sign and deliver, on behalf
of the University and in their official capacities, the final
official statement and such certificates in connection with the
accuracy of the preliminary official statement and the final official statement
and any amendment thereto as may, in their judgment, also be
necessary or appropriate.
(c) Continuing
Disclosure Agreement. For purposes of SEC Rule 15c2-12
the University, for the benefit of the holders and beneficial owners
of the Series 2004 Bonds, makes the continuing disclosure
agreement as authorized in this Section and to be further detailed in the
Second Supplemental Trust Agreement and the Continuing Disclosure
Certificate. The Fiscal Officer shall have the responsibility
for the compliance by the University with that continuing disclosure
agreement, and that officer shall establish procedures in order
to ensure that compliance, including signing the Continuing
Disclosure Certificate. That continuing disclosure agreement
shall be the continuing disclosure agreement for purposes of
that Rule.
Section 4. Application of Proceeds of Series 2004
Bonds. The proceeds of sale of the Series 2004 Bonds shall
be allocated and deposited as follows and in the following
order:
(a) To
the Bond Service Account, any accrued interest paid by the Original
Purchaser.
(b) The
balance, to the Project Fund to be applied to pay Costs of Facilities
of 2004 Project including financing costs.
The
proceeds of the sale of the Series 2004 Bonds are appropriated
and shall be used for the purpose for which those Bonds are issued as provided
in this Resolution and the Second Supplemental Trust Agreement.
Section
5. Covenants of the University. The University, by issuance
of the Series 2004 Bonds, covenants and agrees with their holders
to perform its applicable covenants and agreements set
forth in the General Bond Resolution, this Resolution and in
the Trust Agreement. Each of those obligations is binding upon the University, and upon each University
officer or employee as from time to time may have the authority
under law to take any action on behalf of the University that
may be necessary to perform all or any part of that obligation,
as a duty of the University and of each of those officers and employees
resulting from an office, trust or station within the meaning
of Section 2731.01 of the Revised Code, providing for
enforcement by writ of mandamus.
Section 6. Tax
Covenants. This Board covenants that the University will
restrict the use and investment of the proceeds of the Series
2004 Bonds in such manner and to such extent, if any, as may
be necessary after taking in the reasonable expectations at
the time the Series 2004 Bonds are issued, so that the Series
2004 Bonds will not constitute obligations the interest on
which is subject to federal income taxation or Òarbitrage bondsÓ under
Sections 103(b)92) and 148 of the Internal Revenue Code of
1986, as amended (the Code) and will, to the extent possible,
comply with all applicable provisions of the Code and the regulations
thereunder in order for the interest on the Series 2004 Bonds
to remain exempt from federal income taxation, including any
expenditure requirements, investment limitations, rebate requirements
or use restrictions. The Fiscal Officer or any other officer
of the University is authorized and directed to give an appropriate
certificate of the University for inclusion in the transcript
of proceedings regarding the issuance of the Series 2004 Bonds
setting forth the facts, estimates, circumstances and reasonable
expectations pertaining to the use of the proceeds of the Series
2004 Bonds and the provisions of the Code and the regulations
thereunder.
Section 7. Second
Supplemental Trust Agreements. To secure the payment of
the Bond Service Charges as the same shall become due and payable
and the performance by the University of its obligations provided
for in the Bond Proceedings and the Series 2004 Bonds, the
President and the Fiscal Officer are authorized and directed,
for and in the name of the University and on its behalf, to
sign and deliver to the Trustee the Second Supplemental Trust
Agreement substantially in the form now on file with the Secretary.
The Second Supplemental Trust Agreement shall have provisions
not inconsistent with this Resolution and not substantially
adverse to the University, and permitted by the Act
and as shall be approved by the officers signing it. The determination
that such provisions are not substantially adverse to the University
shall be conclusively evidenced by the signing of the Second
Supplemental Trust Agreement by those officials.
Section 8. Other
Documents. The President, the Fiscal Officer, and the Chair
and Vice-Chair of the Board are authorized and directed to
furnish, sign and deliver such other documents, certificates
and instruments as may be necessary or appropriate to issue
the Series 2004 Bonds and to consummate the transactions contemplated
in this Resolution, the Second Supplemental Trust Agreement
and the Bond Purchase Agreement. The Secretary to the Board
or other appropriate officials of the University shall furnish
the Original Purchaser a true transcript of proceedings certified
by such officers of the University as may be appropriate of
all proceedings had with reference
to the issuance of the Series 2004 Bonds.
Section 9. Interpretations
and References. Any reference in the Bond Proceedings to
the University, or to its Board or College, or its or their
officers, or to other public bodies, boards, commissions,
departments, institutions, agencies, bodies, entities or officers,
shall include those that succeed to their functions,
duties or responsibilities pursuant to or by operation of law
or otherwise are lawfully performing their functions.
Any reference in
the Bond Proceedings to a section or provision of the Revised
Code or to the Act or to the laws of Ohio or Board resolutions
shall include that section or provision and the Act
and those laws and resolutions as from time to time amended,
modified, revised, supplemented or superseded. No amendment,
modification, revision, supplement or superseding section or
provision shall be applicable solely by reason of this provision,
if it constitutes in any way an impairment of the rights or obligations
of the University, the holders, the Trustee, any Credit Support
Provider, or the Registrar, under the Bond Proceedings or any
other instrument or document entered into in connection with
any of the foregoing, including without limitation, any alteration
of the obligation to pay Bond Service Charges in the amount and
manner, at the times and from the sources provided in the Bond Proceedings
and the Bonds, except as permitted in the Trust Agreement.
Section 10. Compliance
with Open Meeting Law. This Board finds and determines
that all formal actions of this Board and any of
its committees concerning and relating to the passage of this Resolution
were taken in an open meeting of this Board or committee, and
that all deliberations of this Board and of any committee that
resulted in those formal actions were in meetings open to the
public, all in compliance with the law including Section 121.22
of the Revised Code.
2. University
Investment Policy
RESOLUTION 05-18
WHEREAS, the university has a current investment policy
for its non-endowment fund investments that is designed to maximize
returns while maintaining an acceptable level of risk and the
ability to meet cash flow needs, and
WHEREAS, the university in conjunction with its external
consultant has performed a review of this policy for the purpose
of looking for opportunities to improve the asset allocation
and its ability to provide enhanced returns, and
WHEREAS, the university has identified certain modifications
to the asset allocation as described in the attached exhibit
that it believes will provide these enhancements, therefore be
it
RESOLVED that the attached non-endowment funds investment
policy dated November 5, 2004 and identified as Exhibit 1, as
submitted to this meeting be approved: and be it further
RESOLVED that this resolution supercedes Resolution
02-50.
Mr. Nevin moved for approval. Mr. Jenkins seconded,
and the resolution was unanimously approved by roll call vote.
3. Contracts
Over $500,000
RESOLUTION 05-19
WHEREAS, in order for the university to conduct
business on a day-to-day basis, and provide products and services
in a timely manner, routine purchases must be made; and
WHEREAS, occasionally these expenditures exceed $500,000;
therefore be it
RESOLVED that authorization is granted for the following
contracts as submitted to this meeting be, and the same hereby
is approved.
VENDOR DESCRIPTION
OF SERVICES 2003-04 2002-03 TERM
OF
CONTRACT CONTRACT CONTRACT
AMOUNT AMOUNT
BOLLINGER STUDENT
HEALTH INSURANCE $650,000.00 $593,331.00
7/01/04-6/30/05
TOTAL $650,000.00 $593,331.00
Mr. Nevin moved for approval. Mrs. King seconded, and
the motion was unanimously approved by roll call vote.
á Dr.
Matt Filipic presented the annual report of the universityÕs
progress in following the Financial Policy approved by the Board
in June. The university made good progress toward accomplishment
of its financial goals in 2003-04.
á Dr.
Filipic discussed the High Education Funding Ð Ohio vs. Nation.
á Mr.
Jeff Ulliman reviewed the investment reports (July-September)
for the university. These reports list investments managed by
the university and its external investment managers for its non-endowment
portfolio.
á Dr.
Filipic presented his vice presidentÕs report. Some highlights
are as follows:
1. Ohio
remains on track with its budget for the current fiscal year.
The Board of Regents has approved recommendations for funding
for the coming biennium, but there are concerns about the ability
of the state to replace one time revenue sources.
2. The
Board of Regents reported that enrollments were flat this fall.
Our increase of 1.9% suggests we continue to increase our market
share.
3. State
capital bill is expected very soon. Funding is likely to be at
the lower end of the range discussed in October. We hope that
the bill will contain language allowing us more latitude in contracting
for projects.
4. We
continue to work on several projects to manage our costs, especially
in the areas of facilities management and dining services. We
will make a progress report in January.
5. We
are negotiating changes in the draft lease for the ice rink project.
This will be discussed further in Building and Grounds.
6. Actual
performance relative to budget has been favorable through September.
7. We
have continuing concerns about our procurement card program.
Dr. Filipic discussed the need for better oversight with college
business officers at their October meeting and will soon meet
with his key financial people to discuss ways to improve management
and reduce risk.
E. Student
Affairs Committee
Mr. Jenkins, chair, reported on the committee
meeting of November 5, 2004.
á Vice-PresidentÕs
Report
Dr. Dan Abrahamowicz acknowledged the efforts of those
involved in the groundbreaking ceremony for the Athletics Pavilion,
noting that construction is underway and expected to be completed
in May 2005.
Omicron Delta Kappa, the prestigious student leadership
honorary that was chartered on our campus last spring, held it
second induction ceremony on Sunday, November 14th.
This yearÕs select group of student leaders
