xt73bk16mk10 https://exploreuk.uky.edu/dips/xt73bk16mk10/data/mets.xml Lexington, Kentucky University of Kentucky 19451424 minutes English University of Kentucky Contact the Special Collections Research Center for information regarding rights and use of this collection. Minutes of the University of Kentucky Board of Trustees Minutes of the University of Kentucky Board of Trustees, 1945-14-nov24-ec. text Minutes of the University of Kentucky Board of Trustees, 1945-14-nov24-ec. 1945 2011 true xt73bk16mk10 section xt73bk16mk10
Irregularities
Minutes of the Meeting of the Executive Committee of the Board
of Trustees, University of KentucdKy, November 24, 1945.
The Executive Committee of the Board of Trustees, pursuant to
adJournment of the meeting of November 17, 1945, met in the Office
of the President on November 24, 1945 at 10:10 a.m.. The following
members were present: Judge Richard 6. Stall Chairman; J. C. Ev-
erett, H. D. Palmore, and H. S. Cleveland. president H. L. Dono-
van and Comptroller Frank D. Peterson, Secretary of the Board of
Trustees, were also present.
A. University of Kentucky Athletic Association Incorporated.
President Donovan submitted to the Committee the Articles of
Incorporation of the University of Kentucky Athletic Association
and explained that the Attorney General had examined the Articles of
Incorporation and had written a letter stating that they appeared
to be in proper legal form. He further stated that the Association
desired to enter into an agreement with the University for the use
of the facilities of the Department of Athletics. He read the
Articles of Incorporation.
ARTICLES OF INCORPORATION
of the
UNIVERSITY OF KENTJUCKY ATHLETIC ASSOCIATION
KNO77 ALL IEN BY THESE PRESENTS that the undersigned residents
and citizens of the Commonwealth of Kentucky do associate to form
a corporation under and,, in pursuance to the provisions of Chapter
273, Kentucky Revised Statut-es, 1944, with all the rights, privi-
leces and immunities of a corporation organized for educational
and scientific purposes, without capital stock, and from which no
private pecuniary profit is to be derived, and do adopt the follow-
inc Articles of Incorporation.
ARTICLE I
NAME
The name of the corporation shall be the University of Kentucky
Athletic Associatlion, by which name it may contract and be contract-
ed with, hold andcorinvey property, sue aind be sued, and carry on
business consistent with its purposes and powers.
ARLTICLE II
PLACE OF BUSINESS
The principal office and place of business of said corporation
shall be in the City of Lex;ington, Fayette County, Kentucky.
A.-ITICLE 1II
The said corporation is to be a non-profit organization with no
capital stock and from which no private pecuniary profit shall ever
be derived by any officer, member, or other person, except such
compensation as may be allowed for services actually rendered. The
income of the corporation shall be devoted solely to its educational
purposes.
ARTICLE IV
PURPOSES
The purpose of the corporation shall be to promote athletics
and physical culture; to furnish instruction in, and direction of,
these activities; to train and prepare instructors, teachers,
coaches and directors of athletics for the public schools of the
state; to encourage students at the University of Kentucky and the
youth of the State of Kentucky to participate in healthful exercise,
recreation, athletic games, sports, exhibitions and contests at the
University of Kentucky and at such other places as may be desirable
fand lawful; and to erect, own, lease, equip and maintain athletic
fields, swimming pools, stadia, courts, golf courses, gymnasia, and
other lands and buildings suitable for the above purposes. It shall
ce no part of the purpose, power or activity of the corporation to
carry on propaganda or to otherwise attempt to influence legislation.
AIRTICLE V
POWERS
The corporation shall have power:
(a) To aid and encourage education, particularly in
the fields of physical culture afnd training and to furnish
instructors, equipment, and other aid for this purpose.
(b' To purchase, lease, receive, own, sell, and
convey real and personal property of all kinds, par-
ticularly lands, buildings and equipment necessary or
convenient for participation in athletic training, games
and contests.
(c) To employ instructors, coaches, directors and
other persons necessary for carrying out the purposes
of the corporation.
(d) To arrange, hold. and conduct amateur athletic
exhibitions, games, and contests, and to charge and re-
ceive admission fees to the same.
(e) To receive and accept donations hy gift or de-
vise, absolutely or in trust, and to acquire in other
lawful manner moneys and properties for its maintenance.
(f) To borrow money and give its notes or other
obligations therefor and to secure payment thereof by
pledg:in-, assigning or mortgaging any property it may
own.
(g) To provide for membership of persons interested
in the purposes of the association and to issue certifi-
cates therefor.
(h) To do any or all other lawful acts reasonably
necessary to carry out the objects and purposes of the
corporation.
ARTI ICLE VI
BOARD OF DIRECTORS
The affairs and business of the corporation shall be conducted
by a Board of Directors vwhich shall consist of the President of the
University of Kentucky and ten other directors appointed by him for
a term of one year, five of whom shall be members of the faculty
of the University of Kentucky, one shall be the President of the
Student Government Association of the University of Kentucky, one
shall be an alumnus of the University, and one shall be a member of
the Board of Trustees of the University of Kentucky. No person
so appointed shall continue in office after he has ceased to be an
active member of the group from which he was appointed. The Board
of Directors shall adopt by-laws to provide for the internal
control and government of the corporation and shall have the power
to amend and repeal the same by a vote of the majority of the Boards
ARTICLE VII
OFFICERS
The President of the University, or the person acting as such,
by whatever title designated, shall be president of the corporation.
The Board of Directors shall, in the manner provided in the
by-laws, elect a Vice President from its membership, and a Secretary
and a Treasurer who need not be members of the Board of Directors.
The offices of Secretary and Treasurer may be combined and held by
one person. The terms and duties of all officers shall be as
provided in the by-laws, The Board of Directors may, from time to
time, establish and provide for other officers and employees and
prescribe their duties.
ARTICLE VIII
LIMITATION OF INDEBTEDNESS
The highest amount of indebtedness or liability which the cor-
poration may at any tine incur shall be $500,000.00.
ARTICLE IX
EXEMIPTI ON PROM LIABILITY
The private property of members of this corporation shall be
exempt from liability for any and all debts of the corporation,
ARTICLE X
DURATION - DISSOLUTION
The corporation shall exist for a period of fifty years unless
sooner dissolved by a vote of two thirds.of its Board of Directors,
and may be renewed and exte-ided from time to time for further
periods of years by a majority vote of the members of its Board of
Directors. In the event of the dissolution of the corporation,
all of its property, real, personal and mixed and wheresoever sit-
uated shall vest immediately and absolutely in the Kentucky Research
Foundation subject to all the limitations and uses by which it is
held by the corporation at the time of its dissolution. None of
the property of the corporation shall ever inure to the benefit of
any officer or member of the corporation or other individual.
IN TESTIMONY WH{EROF witness our hands this 20th day of
November, 1945.
Al aLnk Murray
Al H. L. Donovan
LsI maurice F. Seay
is/ Herbert P. Riley
Is! D. V. Terrell
/Al James . MIartin
Isl Thomas D. Clark
STATE OF KENTUCKY )
- ( SCT
COUNTY OF FAYETTE )
I, Jane J. Nichols, a notary public in and for Fayette County,
Kentucky, hereby certify that the foregoing Articles of Incorpora-
tion of the University of Kentucky Athletic Association were this
day produced to me in my office in said county and state by Frank
Iu-tu-ray, H. L. Donovan, Maurice F. Seay, Herbert P. Riley, D. V.
Terrell, James W. Martin and Thomas D. Clark, and acknowled., ed by
them to be their act and deed.
?.b.itness my hand this 20th daay of November, 1945.
/s/Jane J. Nichols
Ivy commission expires `he 24th day of July, 1947.
B. Agreement with the University of Kentucky Athletic Associa-
tion, Inc.
President Donovan read the following letter from the Hon. Eldon
Dumrmit in which the Attorney General approved the Articles of Incor-
poration of the University of Kentucky Athletic Association; the
proposed agreement between the University and the University of Ken-
tucky Athletic Association; and the agreement between the University
and the University of Kentucky Athletic Association wherein, for
the consideration of a certain sum of money, proper seating space
in the stadiums, gymnasiums and grandstands under the supervision
of ,the University may be reserved for the students attending the
University for each athletic event held under the auspices of the
Association.
OFFICE OF THE ATTORNEY GENERAL
Frankfort
November 20, 1945
lvMr. H. L. Donovan
President, University of Kontucky
Lexington, Kentucky
Dear Sir:
This office has examined the Articles of Incorporation
of the University of Kentucky Athletic Association, dated
November 20, 1945, signed by Frank M1turray, H. L. Donovan,
laurice F. Casey, Herbert P. Riley, D. V. Terrell, James
W7. M1.irtin and Thomas D. Clark, The Articles of Incorpo-
ration appear to be in proper legal form and carry out the
purposes therein named.
This office has also examined the agreement pro-
posed to be entered into butweon the board of trustees of
the University of Kentucky and the University of Kentucky
Athletic Association whereby the University of Kentucky
permits and allows the Association to use certqin of the
University's athletic facilities, and in return for which
the association is to carry on and render athletic in-
struction and stage athletic contests and exhibits for
and among the students of the University. This agree-
ment .appears to be in proper leal form.
We have also examined the agreement proposed to
be entered into by and between the Univorsity of Kentucky
Athletic Association and the board of trustees of the
University of Kentucky wherein for the consideration of
S3.68 per quarter for each student enrolled in the Uni-
versity, tho Association will make available sufficient
and proper seating space in the stadiums, gymnasiuns and
grandstands under the supervision of the Association for
the accommodation of the students of the University as may
8
be needod+ This like unto the above-mentioned agreenent
appe.rs to be in proper legal form.
From an examination of the statutes relative to
the powers of the board of trustees of the University of
Kentucky, it appears that they are possessed of sufficient
power and authority to enter into such an arrangement as
hereinabove outlined for the purpose of carrying out and
fostering a modern physical education and athletic program
in the University off Kentucky and for the benefit of the
students thereof'.
Yours very truly,
(Sivned) Eldon S. Dummit
Attorney General
The President then submitted the agreement which was approved
by the Attorney General and recommenlded its acceptance.
BY THIS AGREEMENT entered into in duplicate this 24th
day of Novemfber, 1945, by and between the Board of Trus-
tees of the University of Kentucky, a corporation, party
of the first part, and the University of Kentucky Athletic
Association, a corporation, party of the second part, it
is mutually understood and agreed;
That in consideration of the sum of One Dollar ($1.00)
and other valuable considerations paid to the party of the
first part, the receipt of which is hereby acknowledged,
and in the further consideration of the covenants of the
party of the sedond part herein contained and of the many
advantages and benefits to the University of Kentucky and
the students thereof, the party of the first part agrees
to allow the party of the second part to use the property
known as Stoll Field, including the football and baseball
playing and practice fields and McLean Stadium and the
Alumni Gymnasium, for the purpose of preparing for and
holding athletic exhibitions and contests and to collect
admission fees thereto, and to allow the second party
to use the athleti.c equipment now used in the practice for
and playing off, such contests.
The party of the second part agrees to employ suf-
ficient and competent instructors and coaches for athletic
teams composed of students at the University of Kentucky;
to con uct in a care ft.l and proper manner athletic con-
tests with approved teams representing other colleges and
schools, and with other teams approved by the first party;
to make special concessions to the students of the Uni-
versity of Kentucky in respect to admission to such ex-
hibitions and contests; to keep the above described prop-
erty in a safe and proper condition so that it may be used
9
by the students of the University of Kentucky for recrea-
tional purposes; to save the first party harmless against
any and all claims that may arise because of the condition
of the property or the manner in which contests and exhi-
bitions are conducted; and, on demand of the party of the
first part, to surrender and return the above described
property to the party of the first part in. as good condi-
tion as it was received, reasonable wear and tear and loss
or injury due to casualty excepted.
UNIVERSITY OF KENTUCKY BOARD OF TRUSTEES OF THE
ATHLETIC ASSOCIATION: UNIVERSITY OF KEN1TUCKY
(party of the second part) (party of the first part)
(SigweBY H. L. Donovan (Sioned) BY Pichard 0. Stoll
Chairman of the Execu-
i Attest:-W. D. Funkhouser tive Committee
The Committee discussed the agreement and took the following
action:
1. Upon motion by IL. Everett, seconded by IMr.
Cleveland., and carried, the Chairman of the
Executive Committee is authorized to sign
the agreement on behalf of the University of
Kentucky.
C. Agreement with University of Kentucky Athletic Association for
Seating S7-nce.
President Donovan submitted the following agreement which had
been approved by the Attorney General and recommended its acceptance.
THIS AGREEMENT entered into in duplicate this 24th day
of November, 1945, by and between the University of Kentucky
Athletic Association, hereinafter designated as the Athletic
Association, and the Board of Trustees of the University of
Kentucky, hereinafter designated as the University.
WITNESSETH: That the Athletic As.sociation agrees to
reserve sufficient and proper seating space in stadiums,
gymnasiums, and grandstands for the accommodation of stu-
dents of the University of Kentucky at all achibitions and
contests; tournaments excepted, held and conducted by the
10
Athletic Association in the City of Lexington, Kentucky,
in which athletic teams representing the University are
participants, and, on request of tihe University, to furnish
to it for delivery to its students, proper books of tickets
for admission to such reserved seating space.
In consideration of the above, the University agrees
to pay to the Athletic Association out of the student ac-
tivity fees received for this purpose, and not otherwise,
the sum of three dollars and sixty-eight ($3.68) per quar-
ter for each student enrolled and paying said fee durinrg
the fall, winter and spring quarters of each academic year.
UNIVERSITY OF KENTUCKY ATHLETIC
Attest: ASSOCIATION
(S) W. D. Funkhouser By: A.L. Donovan
Secretary President
BOARD OF TRUSTEES OF THE UNIVERSITY
OF KENTUCKY
By; Richard C. Stoll
Chairman, Executive Committee
The Committee discussed the agreement and toot the following
action:
2. Upon motion by Mr. Cleveland, seconded by
Mir. Everett, and carried, the Chairman of
the Exeactive Committee is authorized to
sign the agreement on behalf of the Uni-
versity.
** ** * ** ** *
D. Adjournment.
* * * * * * * * * *
3. Upon motion duly made, seconded and carried,
the Executive Committee adjourned at 10:45
p.m.
Frank D. Peterson
gecrutary, Executive
Committee, Board of
Trus tees