|
Back to Board of Trustees Minutes Back to Board of Trustees LINCOLN UNIVERSITY
MINUTES Trustees present: Dr. Robert L. Albright, Mr. Kent Amos, Mr. Robert L. Archie, Dr. William E. Bennett, Dr. Leonard L. Bethel, Christopher R. Booth Esq., Mr. Warren R. Colbert, Mr. Barry Cooper, Bishop David G. Evans, Mr. Frank C. Gihan, Hon. Levan Gordon, Mr. Tracey J. Hunter Hayes, Mr. William B. Ingram, Dr. Ernest C. Levister, Mr. Gregory C. Miller, Dr. Calvin S. Morris, Dr. Donald L. Mullett, Mr. Robert F. Powelson, Mr. Donn G. Scott, Mr. Dwight S. Taylor, Mr. David E. Warr, Mr. Nathan H. Waters; Ex-officio Trustees Dr. William V. Larkin for Secretary of Education Vicki L. Phillips, Dr. Ivory V. Nelson; Student Trustee Mr. Nosakhere A. Griffin-El. Quorum of 12 satisfied. Faculty Representative Dr. Lennell R. Dade; Emeritus Trustees Mr. Walter D. Chambers, Mr. Theodore Robb, Mr. William A. Robinson. Trustees excused: Hon. Dominic F. Pileggi, Hon. W. Curtis Thomas, Hon. Sherman F. Wooden; Ex-officio Trustee Mr. André V. Duggin for Governor Edward G. Rendell; Emeritus Trustee Dr. Frank T. Coleman. Trustees absent: Ms. Carol Ann Campbell, Ms. Andrea L. Custis, Dr. David E. Knox, Hon. LeAnna M. Washington, Mrs. Phyllis G. Woolley-Roy; Emeritus Trustees Dr. James A. Parker, Rev. Leroy Patrick, Dr. Kenneth M. Sadler. MINUTES Secretary Powelson offered the February 21, 2004, Board of Trustees
meeting minutes for Board approval.
Favor: 25
CHAIRMAN’S REPORT
PRESIDENT’S REPORT
TREASURER’S REPORT
STANDING COMMITTEE REPORTS
BUILDINGS AND PROPERTY COMMITTEE
BUILDING #26 (PRESIDENT’S HOUSE) REPAIRS RES165_041704 WHEREAS, In accordance with Section 3 (B) of Act No. 44 (A) approving the University’s 1998-99 State Appropriations, certain future expenditures on the President’s House require specific Board approval; therefore, be it RESOLVED, That the Lincoln University Board of Trustees hereby approves the recommendation of the Buildings & Property Committee to expend funds to make the following repairs: · Install new underground electrical service
$ 6,229
Total $85,092 Figures quoted are based on normal wages in a normal area and do not reflect prevailing wage. The formula for prevailing wage for restoration is as follows: ($85,092) x 60% = ($51,055) x 30% ($15,317) added to final = $100,409 RESOLVED, That the procurement of all goods and services incurred in this project will be made in accordance with the University’s purchasing policies and procedures; and further RESOLVED, That this project shall not exceed $125,000. The motion was properly moved and seconded. Favor: 23
BUSINESS AFFAIRS COMMITTEE
Mr. Warren R. Colbert, serving as alternate for Mr. Donn G. Scott, Chair, Business Affairs Committee, offered the following resolutions for Board approval: DORMITORY CONSTRUCTION RES166_041704 WHEREAS, Lincoln University – of the Commonwealth System of Higher Education (“University”) is a not-for-profit corporation organized under the Lincoln University-Commonwealth Act, 24 P.S. §2510-4016 (“Act”), of the Commonwealth of Pennsylvania (“Commonwealth”); and WHEREAS, The University (and its predecessor, the Ashmun Institute) were organized exclusively for certain educational purposes; and WHEREAS, In furtherance of its educational purposes, the University has determined to undertake a project consisting of the planning, development and construction of a dormitory consisting of approximately 400 beds and ancillary facilities to be located on the main campus of the University at 1570 Old Baltimore Road, Lincoln University, Pennsylvania (the “Dormitory Project”); and WHEREAS, In 2002, the University began the planning process for the Dormitory Project which included, but was not limited to, the retention of a financial consultant, an architectural firm and other consultants to assist the University with the Dormitory Project; and WHEREAS, In order to insure timely completion of the Dormitory Project, the University intends to issue requests for proposals for such other consultants as may be necessary or appropriate for the Dormitory Project and to solicit bids for various contracts in connection with the construction of the Dormitory Project (collectively, the “Procurement”); and WHEREAS, The University desires to authorize and approve the Dormitory Project and the Procurement, and to authorize certain officers of the Board and certain employees of the University to take certain actions in connection therewith; now therefore, the Board of Trustees of the University (“Board”) hereby RESOLVES, as follows: SECTION 1. Authorized Officers
SECTION 2. Approval of the Dormitory Project and the Procurement
SECTION 3. Other Actions
SECTION 4. Ratification of Prior Actions
SECTION 5. Inconsistent Resolutions Rescinded
SECTION 6. Effective Date of This Resolution
The Undersigned, Secretary of the Board of Trustees of Lincoln University, hereby certifies that the foregoing is a true and correct copy of the Resolution adopted by the Board at a meeting thereof held on April 17, 2004, which meeting was duly called in accordance with the Bylaws of the University and at which meeting a quorum was present at all times. Date:________________________ __________________________________
The motion was properly moved and seconded. Favor: 25
BOND FINANCING RES167_041704 WHEREAS, Lincoln University – of the Commonwealth System of Higher
Education (the “University”) desires to enter into a financing arrangement
with Pennsylvania Higher Educational Facilities Authority (the “Authority”)
pursuant to which the Authority will issue revenue bonds (the “Bonds”),
the proceeds of which will be applied to finance a project (the “Project”)
consisting of: (a) the current refunding of the University’s existing
loan from the Educational Direct Loan Mortgage Corporation, to which Commerce
Capital Access Program Corporation (“CCAPC”) is successor, in the outstanding
principal amount of approximately $12.9 million (the “Existing Loan”),
the proceeds of which were used in part to finance the acquisition of the
University’s facilities located at 3020 Market Street (the “3020 Market
St. Facility”); (b) the payment or reimbursement of the costs of construction,
acquisition, installation and equipping of an approximately 400 bed residence
hall and related facilities (the “Residence Hall”); (c) the funding of
a debt service reserve fund for the Bonds; (d) the funding of capitalized
interest; and (e) the payment of the costs associated with the issuance
of the Bonds; and
SECTION 1. For purposes of this Resolution, each of the President and the Vice President of Fiscal Affairs of the University shall constitute an “Authorized Officer.” Unless specifically authorized herein, all authorizations and directions herein to “Authorized Officers” shall be a joint and not several authorization, and the signature or action authorized shall require the signature or action of both such officers. In addition, for any signature or action requiring a single officer, the Executive Committee may designate an additional “Authorized Officer” solely for such purpose. SECTION 2. The Project as generally outlined above is hereby authorized and approved and the University and its Authorized Officers are hereby authorized to enter into the financing arrangement with the Authority and the other parties as generally set forth above and to perform all obligations and duties thereunder or in respect thereof. SECTION 3. The issuance of the Bonds to finance the Project is hereby approved, provided that the aggregate principal amount of the Bonds shall not exceed $41,500,000, the net interest cost of fixed rate Bonds shall not exceed a blended rate of 6.00% and the final maturity of the Bonds shall not be more than 40 years from the date of issuance thereof. The Bonds may be issued in one or more series, may consist of taxable bonds and/or tax-exempt bonds, may bear interest at fixed rates and/or variable rates and may be entitled to the benefit of one or more credit facilities and/or liquidity facilities (including without limitation, one or more policies of bond insurance, letters of credit or standby bond purchase agreements (each, a “Credit Facility”)); and the Bonds, the Loan Agreement and the Indenture may contain such other terms and provisions, including provisions for creation of a security interest in all or a portion of the University’s revenues and for redemption of the Bonds prior to maturity, as shall be approved by the Executive Committee of the Board (the “Executive Committee”) or by the President of the University to the extent authority is delegated to him by the Executive Committee, with the advice of counsel, as being the most favorable to the University reasonably obtainable, such approval and the approval of the Board to be conclusively evidenced by the consummation of the issuance and sale of the Bonds. SECTION 4. The incurrence of the Bridge Loan to provide temporary financing for costs of the Project is hereby approved, provided that the principal amount of the Bridge Loan shall not exceed $5,000,000 and the final maturity of the Bridge Loan shall be not later than December 31, 2004. The Bridge Loan and the financing documents related thereto (collectively, the “Bridge Loan Documents”) may contain such other terms and provisions, including provisions for creation of a security interest in favor of the Bridge Loan Bank in all or a portion of the University’s revenues and for prepayment prior to maturity, as shall be approved by the President of the University, with the advice of counsel, as being the most favorable available to the University reasonably obtainable, such approval and the approval of the Board to be conclusively evidenced by the closing of the Bridge Loan. SECTION 5. The Authorized Officers are hereby authorized without further approval or direction from the Board, to execute and deliver on behalf of the University, the Loan Agreement, the Bond Purchase Contract, the Continuing Disclosure Agreement and the Bridge Loan Documents, such documents to contain such terms and to be in such form as shall be approved by the officers executing the same on behalf of the University, with the advice of counsel, such approval, and the approval of the Board, to be conclusively evidenced by the execution and delivery of such documents on behalf of the University. Any Authorized Officer of the University is hereby authorized to execute and deliver, with the advice of counsel and without further approval or direction from the Board, any and all other documents, instruments, agreements or certificates, and to do and perform such other and further acts, as may be necessary or desirable, in the sole and absolute judgment of such officers upon the advice of counsel, in order to effect, implement or consummate the Project and the above?described financing arrangement, on the most favorable terms to the University reasonably obtainable, and the acts of such officer shall be the acts of the University and shall be binding upon the University. The Secretary or any Assistant Secretary of the Board is hereby authorized to affix and attest the corporate seal of the University to any document or instrument referred to above which requires the same. SECTION 6. The University hereby designates Wachovia Securities and SBK Brooks Investment Corp. as Underwriters of the Bonds and designates Wachovia Bank, National Association, as the Trustee for the Bonds. SECTION 7. The preparation and distribution to the public of the Official Statement, with appropriate information therein contained concerning the Bonds and the University, are hereby authorized and approved. Any Authorized Officer is hereby authorized, without further approval or direction from the Board, to execute and deliver the Official Statement on behalf of the University, such document to be in form and substance as shall be approved by the officer executing the same on behalf of the University, with the advice of counsel, such approval and the approval of the Board to be conclusively evidenced by the execution of the Official Statement on behalf of the University. SECTION 8. The Authorized Officers and General Counsel of the University are hereby authorized and directed to negotiate with the CCAPC and its representatives and intermediaries the terms and conditions of the prepayment of the Existing Loan, including any prepayment penalty applicable thereto, and to cause the Existing Loan to be prepaid with proceeds of the Bonds (or other funds available for such purpose) on the terms and conditions so determined. The University hereby authorizes the prepayment on the earliest practicable date on or after the date of issuance of the Bonds, or on such later date as the President of the University may deem most advantageous to the University, of the entire outstanding principal amount of the Existing Loan, and the Authorized Officers of the University are hereby authorized and directed to take all necessary steps to effect such prepayment. SECTION 9. The Board hereby authorizes and directs the Executive Committee to determine at the appropriate time whether the purchase of a Credit Facility for the Bonds is financially favorable to the University in light of the conditions proposed by the credit enhancer. In the event the Executive Committee determines that the purchase of the Credit Facility is financially favorable to the University, the Authorized Officers are hereby authorized and directed to execute and deliver and (where applicable) the Secretary or Assistant Secretary is hereby authorized and directed to affix the corporate seal of the University to any documents necessary or appropriate to obtain such Credit Facility and as such officers shall approve, with the advice of counsel, such approval to be conclusively evidenced by their execution thereof. The foregoing Authorized Officers are further authorized, upon the advice of counsel, to approve any appropriate changes in the Indenture, the Loan Agreement or the Bond Purchase Contract in connection with the Credit Facility, such approval to be evidenced by their execution of the Loan Agreement and the Bond Purchase Contract. SECTION 10. If the University determines to purchase a Credit Facility and if the provider thereof requires a mortgage on the Residence Hall and/or the 3020 Market St. Facility, the authorized officers of the University are hereby authorized to execute and deliver the mortgage to the Trustee and the Board hereby authorizes the granting of the mortgage lien and security interest in on the Residence Hall and the 3020 Market St. Facility. SECTION 11. The University hereby authorizes the payment of the out?of?pocket costs of issuance of the Bonds or the making of the Bridge Loan to the extent such costs are not permitted to be paid from the proceeds of the Bonds. SECTION 12. Any Authorized Officer of the University is hereby authorized and directed to execute and deliver such other documents and instruments, including but not limited to any tax certificates or agreements required to ensure compliance with the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, or any representation letters required to make the Bonds eligible for a book?entry system of registration, and to take or approve the taking of such other action as may be necessary or appropriate in order to effectuate the execution and delivery of the Indenture, the Loan Agreement, the Continuing Disclosure Agreement, the Bond Purchase Contract and the Official Statement, the issuance and sale of the Bonds, the execution and delivery of the Bridge Loan Documents, the prepayment of the Existing Loan, and the financing of the Project. SECTION 13. The University hereby resolves and declares its intent under Treasury Regulation § 1.150-2 to use tax-exempt bonds to finance the capital costs of the Project. Pending issuance of the Bonds, the University may finance costs of the Project with proceeds of the Bridge Loan and/or with other funds which will be reimbursed with the proceeds of the Bonds, provided that (a) the Bonds shall not be used to reimburse any expenditure paid more than 60 days prior to the present date; (b) the Bonds shall not be issued more than 18 months after the later of (i) the date of the first expenditure to be reimbursed with the proceeds of the Bonds, or (ii) the date the Project is placed in service; and (c) in no event may the Bonds be issued more than three years after the date of the first expenditure to be reimbursed with the proceeds of the Bonds; and provided further that the limitations of this paragraph shall not apply to qualified “preliminary expenditures” as permitted by Treasury Regulation § 1.150-2(f). SECTION 14. This resolution shall take effect immediately. All resolutions or parts of resolutions inconsistent herewith are, to the extent so inconsistent, hereby repealed and rescinded and shall henceforth be of no further force and effect. The Undersigned, Secretary of the Board of Trustees of Lincoln University, hereby certifies that the foregoing is a true and correct copy of the Resolution adopted by the Board at a meeting thereof held on April 17, 2004, which meeting was duly called in accordance with the Bylaws of the University and at which meeting a quorum was present at all times. Date:________________________ __________________________________
The motion was properly moved and seconded. Favor: 23
SUPPLEMENTAL LOAN RES168_041704 WHEREAS, Lincoln University – of the Commonwealth System of Higher
Education (“University”) is a not-for-profit corporation organized under
the Lincoln University-Commonwealth Act, 24 P.S. §2510-4016 (“Act”),
of the Commonwealth of Pennsylvania (“Commonwealth”); and
SECTION 1. Authorized Officers
SECTION 2. Approval of the Terms of the Supplemental Loan
SECTION 3. Approval of the Execution and Delivery of the Supplemental
Loan Documents
The Authorized Officers are hereby authorized and directed to execute and deliver the Supplemental Loan Documents in the final form approved by such Officers upon consultation with counsel to the University, and any single Authorized Officer or the Secretary of the Board is hereby authorized and directed to affix and attest the seal of the University to any document as required, and to attest the signature of any Board member, including any Authorized Officer, where required. Such execution, attestation and delivery shall be deemed conclusive approval thereof by the Board. SECTION 4. Other Actions
SECTION 5. Ratification of Prior Actions
SECTION 6. Inconsistent Resolutions Rescinded
SECTION 7. Effective Date of This Resolution
Schedule “A” Terms of Supplemental Loan 1. Principal Amount: not to exceed $23,000,000. 2. Maturity: due not later than 40 years from the date of this Resolution. 3. Interest Rate: Variable Rate, based up a spread of not more than 100 basis points above the prevailing 6 month U.S. Treasury Note. 4. Collateral: If required, a mortgage lien on and security interest in : (i) the real and personal property located in, at or on the dormitory facility to be financed in part with proceeds of the Supplemental Loan; and (ii) the real and personal property located in, at or on or with an address of 3020 Market Street (or 3020-50 Market Street), Philadelphia, PA; and (iii) a security interest in all or a portion of the University’s revenues. 5. Covenants: Standard covenants in Eddie Mac project loan agreement for variable rate indebtedness. The Undersigned, Secretary of the Board of Trustees of Lincoln University, hereby certifies that the foregoing is a true and correct copy of the Resolution adopted by the Board at a meeting thereof held on April 17, 2004, which meeting was duly called in accordance with the Bylaws of the University and at which meeting a quorum was present at all times. Date:________________________ __________________________________
The motion was properly moved and seconded. Favor: 22
EDUCATIONAL POLICY & ACADEMIC AFFAIRS COMMITTEE Dr. Robert L. Albright, Chair, Educational Policy & Academic Affairs Committee offered the following resolutions for Board approval. ANNUAL ASSESSMENT
RES169_041704
WHEREAS, The purpose of Historically Black Colleges and Universities (HBCUs) is effective teaching in the context of a caring atmosphere of time-intensive mentoring by the faculty; and WHEREAS, Lincoln University has a long and distinguished, 150-year history of producing successful graduates across a wide range of subject disciplines; and WHEREAS, Lincoln’s six-year retention rate to graduation is currently 48% and higher than the average for most HBCUs; and WHEREAS, Graduation rate affects the University’s ability to attract a higher quality student body as well as increased resources from the State, private foundations and corporations, and enhanced Title III and other grants; and WHEREAS, In order to increase student retention and success, the University must greatly improve student proficiency in reading, mathematics, and writing and oral communications; and WHEREAS, Improved retention and success of students also depends on improved instructional delivery, academic advising, and quality of mentoring time provided to students on campus; and WHEREAS, The University must identify, adopt, and implement standard assessment criteria for measuring student performance outcomes as a means of benchmarking student success; and WHEREAS, Lincoln’s Academic Strategic Plan mandates tangible academic goals that will be measured by student performance outcomes assessment; and WHEREAS, The Middle States Commission on Higher Education expects to see tangible results of an outcomes assessment by the time of their campus visit in 2008 as a condition for reaffirmation of accreditation; and WHEREAS, The Trustees are desirous of seeing implemented a comprehensive outcomes assessment process for measuring student success and improving student retention; now, therefore be it RESOLVED, That the Lincoln University Board of Trustees requests that the Academic Deans, Department Chairpersons and Faculty members of each School undertake to identify and implement a standard set of assessment criteria applicable to student performance outcomes across all academic departments by April 2005; and further RESOLVED, That the President will annually submit to the Board performance outcomes by department beginning by May 31, 2005; and further RESOLVED, That it is the intent of the Board of Trustees to improve Lincoln University’s six-year retention rate to graduation to 55% or better by 2010. The motion was properly moved and seconded. Favor: 23
2004 GRADUATES RES170_041704 WHEREAS, The Registrar will certify candidates for the B.A., B.S., M.H.S., M.S.R., M.Ed., M.S.M. and M.S.A. degrees at the end of April 2004; and WHEREAS, The Faculty will approve these candidates at the end of April 2004; therefore, be it RESOLVED, That President Ivory V. Nelson shall be authorized to award degrees to students whose names appear on the list certified by the Registrar and approved by the Faculty. The motion was properly moved and seconded. Favor: 25
SABBATICAL LEAVES RES171_041704 WHEREAS, The Promotion, Tenure and Severance Committee evaluated the applications; and WHEREAS, The Deans and the Vice President for Academic Affairs have reviewed the applications; and WHEREAS, The President has approved the recommendation of the Vice President for Academic Affairs; now, therefore be it RESOLVED, That the Board of Trustees grants sabbatical leave to Dr. Jeffrey Hoogeveen, Associate Professor of English (Spring Semester 2005), and Dr. K. Ramachandra Bhat, Professor of Chemistry (2004-05 Academic Year). The motion was properly moved and seconded. Favor: 25
TRUSTEES, DEGREES, & NOMINATIONS COMMITTEE
FY 2004-05 BOARD OF TRUSTEES OFFICERS RES172_041704 WHEREAS, The Trustees, Degrees, and Nominations Committee recommend the following slate of Board officers for FY 2004-05: Chair: Mr. Frank C. Gihan
RESOLVED, The Lincoln University Board of Trustees accepts the slate of Board Officers for Fiscal Year 2004-05. The motion was properly moved and seconded. Favor: 22
AD HOC BY-LAWS COMMITTEE
EXECUTIVE SESSION
There being no further business, Chairman Gihan adjourned the meeting at 11:55 a.m. |