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LINCOLN UNIVERSITY
BOARD OF TRUSTEES
MINUTES
SPECIAL MEETING
Monday, December 15, 2003
The Lincoln University Board of Trustees met on Monday, December 15, 2003, via teleconference. Chairman Frank C. Gihan called the meeting to order at 12:00 p.m. Vice Chair Morris called roll:
Trustees present: Mr. Robert L. Archie, Dr. William E. Bennett, Dr. Leonard L. Bethel, Mr. Warren R. Colbert, Mr. Barry Cooper, Ms. Andrea L. Custis, Bishop David G. Evans, Mr. Frank C. Gihan, Mr. Nosakhere Griffin-El, Mr. William B. Ingram, Dr. David E. Knox, Mr. Gregory C. Miller, Dr. Calvin S. Morris, Dr. Donald L. Mullett, Hon. Dominic F. Pileggi, Mr. Dwight S. Taylor, Mr. David E. Warr, Mr. Nathan H. Waters; Ex-officio Trustees Dr. William Larkin for Secretary of Education Vicki L. Phillips, Dr. Ivory V. Nelson; Quorum of 12 satisfied. Faculty Representative Dr. Lennell R. Dade; Emeritus Trustees Mr. Walter D. Chambers, Dr. Frank T. Coleman.
Trustees absent: Dr. Robert L. Albright, Mr. Kent Amos, Christopher R. Booth, Esq., Ms. Carol Ann Campbell, Judge Levan Gordon, Mr. Tracey J. Hunter Hayes, Dr. Ernest C. Levister, Mr. Robert F. Powelson, Mr. Donn G. Scott, Hon. W. Curtis Thomas, Hon. LeAnna M. Washington, Hon. Sherman F. Wooden, Mrs. Phyllis G. Woolley-Roy; Ex-officio Trustee Mr. André Duggin for Governor Edward G. Rendell; Emeritus Trustees Dr. James A. Parker, Rev. Leroy Patrick, Mr. Theodore Robb, Mr. William A. Robinson, Dr. Kenneth M. Sadler.
Mr. Warren Colbert offered the following resolution for Board approval:
LINE OF CREDIT INCREASE RES158_121503
WHEREAS, The University as part of its operating budget receives monthly payments from the Commonwealth of Pennsylvania which based upon its 2002-2003 most recent fiscal year averaged approximately one million dollars per month; and
WHEREAS, The General Assembly of the Commonwealth of Pennsylvania has not voted to approve the budget for the 2003-2004 fiscal year as of this date and it is anticipated that such approval may not occur for a matter of some months in the future; and
WHEREAS, The Commonwealth of Pennsylvania is expected to appropriate $12,100,000 when it passes its budget; and
WHEREAS, The University has an immediate need to address the shortfall in its operational budget which has occurred through no fault or action on the part of the University and is a direct consequence of the University not receiving its monthly budget payment from the Commonwealth, recognizing that the General Assembly did not reconvene until late September 2003 and has not approved the budget as of December 1, 2003; and
WHEREAS, The University has an immediate need to address the shortfall in its operational budget which has occurred through no fault or action on the part of the University and is a direct consequence of the University not receiving its monthly budget payment from the Commonwealth, recognizing that the General Assembly is not scheduled to reconvene until late September 2003; and
WHEREAS, The Board has determined that it is in the interest and advantage
of the University that it pursue an increase in the Line of Credit to a
maximum of Eight Twelve Million One Hundred Thousand Dollars ($8,012,100,000)
with Fulton Bank or other appropriate financial institution, (the “Lender”);
and
WHEREAS, The Board of Trustees (the “Board”) of Lincoln University
is familiar with the terms of a certain loan agreement by and between Fulton
Bank (the “Lender”) and the University (“Loan Agreement”) and certain other
agreements, documents, and instruments, including, without limitation,
a certain promissory note executed in connection therewith (collectively,
with the Loan Agreement, the “Loan Documents”) which evidences the existence
of a Four Million Dollar Line of Credit for the University (the “Line of
Credit”), as authorized by Board Resolution 020, approved by the Board
of Trustees on April 17, 1999; now, therefore it is
RESOLVED, That the University is hereby authorized to borrow on an unsecured basis under the Credit Documents and all agreements, instruments and documents related thereto, and to incur liability under the terms and conditions of the Credit Documents and all agreements, instruments and documents related thereto, and that the President and Vice President of Fiscal Affairs of Lincoln University are each hereby jointly and expressly authorized and empowered to make such borrowings and incur such liabilities, as well as execute and deliver certificates under the Credit Documents on behalf of the University; and further
RESOLVED, That the amendments and modifications to the terms and conditions
of the Loan Documents and such related agreements, instruments and documents
as the Lender may require in connection with the increase in the Line of
Credit shall be expressly approved and executed on behalf of Lincoln University
by its President and Vice President of Fiscal Affairs and that upon execution
thereof are hereby approved and adopted without further resolution on the
part of this Board (all of the foregoing collectively with the Loan Documents,
the “Credit Documents”); and further
RESOLVED, That the University be, and it hereby is, authorized and
directed to enter into, deliver and perform its obligations and undertakings
under each of the Credit Documents on the terms and subject to the conditions
set forth therein provided however that the University shall be authorized
an increase in its line of credit up to the amount of $8,012,100,000 until
December 31June 30, 2003 2004 and thereafter the line of credit for the
University shall revert back to the amount of $42,000,000 permanent line
and $2,000,000 seasonal line from May though September of each year as
established by Board Resolution 020 as approved by the Board of Trustees
on April 17, 1999; and further
RESOLVED, That the form of resolutions, if any, required by the Lender to be adopted by the University in connection with the Credit Documents are hereby ratified, approved and adopted and are incorporated herein by reference as if set forth herein verbatim provided that a copy of such resolutions are attached hereto; and further
RESOLVED, That any and all actions heretofore and hereafter taken on behalf of the University in connection with the documents referred to in these resolutions and the transactions contemplated thereby are hereby ratified, confirmed and approved as the act and deed of the University.
Motion made by Dr. Morris; seconded by Mr. Taylor.
Favor: 20
Oppose:
Abstain:
Motion carried unanimously.
There being no further business, Chairman Gihan adjourned the meeting
at 12:15 p.m. EST.
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