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(KCTCS) pursuant to the mandate of HB 1 of the First Extraordinary Session of the
Kentucky General Assembly. PR 3A contains three important provisions:

       1.    that the Board of Trustees delegate to the new KCTCS Board the
             management responsibilities for the University of Kentucky Community
             College System not later than July 1, 1998 but as early as January 1, 1998
             if the Southern Association of Colleges and Schools approves the
             substantive change process.

      2.    that the Chairman of the Board be authorized to execute a Memorandum of
             Agreement on Delegation and Assumption relating to community college
             bonds. This document which has been negotiated by the University's
             Treasurer with officials associated with state government and KCTCS.
             This document has previously been approved by the KCTCS Board and
             now needs UK Board approval.

      3.    that the Board authorize the administration to negotiate and enter into an
             agreement with KCTCS in connection with the services which the
             University will continue to provide to the Community College System.

      Section 19 of House Bill I requires the Board of Trustees to delegate the
management of this system, except for Lexington Community College, to the new
KCTCS Board. The agreement relating to bonds is necessary to protect the rights of the
holders of the bonds. Section 24 of House Bill 1 indicates that certain services shall
continue to be provided to the Community College System by the University of
Kentucky if the KCTCS Board asks the University to provide those services.

      President Wethington recommended that the Board approve PR 3A, which would
delegate the management responsibilities of the University of Kentucky Community
College System, except for Lexington Community College, to the KCTCS Board effective
upon affirmative completion of the Southern Association substantive change process but
not later than July 1, 1998.

      On motion made by Mr. Miles and seconded by Mr. Welenken, PR 3A was
approved. (See PR 3A at the end of the Minutes.)

      Governor Breathitt thanked Paul Chellgren, Chairman of the Board's transition
oversight committee, and the transition staff appointed by President Wethington. He
commended Ben Carr, Henry Clay Owen, and Paul Van Booven for their outstanding job
in bringing about an effective transition to KCTCS management.

      President Wethington stated that he anticipated hearing officially from the
Southern Association of Colleges and Schools within the next few days. Everyone is