xt7hmg7frh1z https://exploreuk.uky.edu/dips/xt7hmg7frh1z/data/mets.xml Lexington, Kentucky University of Kentucky 1963034 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, 1963-03-mar4. text Minutes of the University of Kentucky Board of Trustees, 1963-03-mar4. 1963 2011 true xt7hmg7frh1z section xt7hmg7frh1z Minutes of Called Meeting of the Board of Trustees of the University of Kentucky, March 4, 1963. The Board of Trustees of the University of Kentucky met in the President's Office on the campus of the University at 11:00 a m. , EST, with the following members present: Governor Bert Combs, Chairman; Dr. Ralph J. Angelucci, Robert H. HIillenmeyer, Dr. H.B. Murray, Gilbert Kingsbury, Dr. Harry Denham, Judge James A. Sutherland, Emerson Beauchamp, Sam Ezell and Clifford E. Smith: Absent, W. F. Foster, Floyd H. Wright, Dr. R. W. Bushart, Smith D, Broadbent, Aubrey Brown, Lewis Cochran and Wendell P. Butler. President Frank G. Dickey, Frank D. Peterson; Secretary of the Board, and Mr. David Pritchett, Commissioner of Finance, were also present. A, Meeting Opened. A quorum of members of the Board being present and the meeting opened to the press, Governor Combs asked the Reverend Albert N. Cox, Minister to Students at Central Christian Church, to open the meeting with prayer. B. Mr. Smith Appointed Board Member. Mr. Clifford Smith stated that he had been reappointed a member of the Board of Trustees and was ready to take the oath of office. Governor Combs administered the oath and this fact was noted on Mr. Smith's certificate of appointment, C. Purpose of the Meeting. The meeting was called at the request of the Chairman. Governor Combs. He stated that the most pressing problem was the election of a new president. He asked Dr. Ralph Angelucci, chairman of the screening committee, and Judge James Sutherland, secretary of the screening committee, to make such report as they might have available for the members of the Board of Trustees, Dr. Angelucci and Judge Sutherland reported on progress being made by the screening committee. They agreed that the list of prospective persons for presidency of the University had been reduced to about ten to twelve names, They stated that it was the plan of the screening committee to submit a list of four to six names of persons to the Board of Trustees at a later date, Dr. Angelucci suggested that members of the Board might want to interview and talk with some or all of the pecple who might be brought to the campus if they are available for interviews, Dr. Angelucci stressed the point that interviewing a person should not be taken as meaning that the person is a candidate for the presidency of the 2 University but rather an attempt on the part of the screening committee to induce the person being interviewed to accept the position if offered. He re- peated that the persons now on the list and still being considered by the screening committee are not candidates and neither are they applicants for the position. Some discussion ensued concerning fringe benefits that might be offered to the new President and it was agreed that such had been left open for further consideration, D. Financing Community Colleges. President Dickey made a statement concerning off-campus community colleges or centers. He explained that the State might be able to allocate $975, 000 from the State capital construction funds to assist in the construction of two off-campus centers and that the University might authorize the issuance of revenue bonds in the amount of $1, 200, 000 to supplement these funds and complete the construction of the two centers and to equip them. He further explained that the registration fees collected at the various off-campus centers would be used to secure the revenue bonds and to service and amortize the bond issue, The State would necessarily appropriate operating funds for the programs at all these centers. It was further reported that the center at Elizabethtown, now under contract and construction, is progressing. The plans and specifications for the Prestonsburg center are progressing and will be submitted to the University and State authorities for review when finished, The cost of the Prestonsburg center was estimated at about $996, 000. Dr. Dickey reported that it was now agreed that two off-canpus centers might be constructed through this joint effort arrangement, He stated that this arrangement would permit construction of the buildings, and the funds envisioned would permit the buildings to be equipped at Elizabethtown and Prestonsburg. He also thought that there would be sufficient funds to do the planning for the Somerset center and the Blackey center in Letcher County. Governor Combs stated that the Blackey site would be re-studied with a view to naming another site in Letcher County for the center. E. Community Colleges Educational Buildings Project of the University of Kentucky. Governor Combs announced that attorney Jo Ferguson and bond authority Robert McDowell, of Louisv.ille, were present, and asked them to present informa- tion that they might have concerning the legal matters applicable to the revenue bond issue. Attorney Jo Ferguson presented the basic resolution for adoption at this meeting. He reported the resolution for authorizing the issuance and sale of revenue bonds was not yet ready but would be forthcoming, 3 Mr. Jo Ferguson presented the following resolution: A RESOLUTION creating and establishing a Community Colleges Educational Buildings Project of the University of Kentucky; creat- ing and establishing an issue of Community Colleges Educational Buildings Revenue Bonds of the Board of Trustees of the University of Kentucky, providing for "he issuance from time to time of said bonds; providing for the payment of the principal of and interest on said bonds and repealina all resolutions or parts of resolutions in conflict with this resolution, WHEREAS, pursuant to Section 164. 160 of the Kentucky Revised Statutes, the Board of Trustees of the University of Kentucky is a body corporate, with all powers generally vested in corporations, and as such is the governing body of the University of Kentucky, a public educational institution of higher learning of the Commonwdalth of Kentucky, having full control of the management of said University, together with the property and funds thereof; and WHEREAS,pursuant to the provisions of Section 162. 340 et seq. of the Kentucky Revised Statutes, the Board of Trustees as the governing body of the University of Kentucky is authorized to erect buildings and appurtenances to be used in connection with the said :nstitution. for educational purposes; and WHEREAS, the Board of Trustees has heretofore determined that the said University and its students upon the campus and property of the University within Fayette County, Kentucky, have not been provided and are not at this time provided with adequate buildings for educational purposes and has determined that the need will arise from time to time for additional buildings and necessary appurtenances for educational purposes; and in that connection has heretofore created and established its "Consolidated Educational Buildings Project," defined as comprising all educational buildings and necessary appurtenances heretofore erected and located on property of the University in Fayette County, Kentucky, and all educational, buildings and necessary appurtenances hereafter erected upon such property from available funds of the Board or from the proceeds of an issue of its "Consolidated Educational Buildings Revenue Bonds," authorized to be issued from time to time to provide the cost (not otherwise provided) of erecting and completing educational buildings and appurtenant facilities, but excluding all housing buildings and facilities and all' buildings and facilities exclusively for athletics, as distinguished from those which are, or may be, wholly or principally for physical education; and WHEREAS, the, Board has heretofore established and is operating certain Community Colleges elsewhere than in Fayette County and without the scope of said Consolidated Educational Buildings Project, including such Community Colb leges in or adjacent to the City of Ashland in Boyd County, the City of Covington in Kenton Ccuntv, the City of Cumberland in Harlan County, and the City of Hender- son in Henderson County; and is in the course of establishing and providing educe- tional buildings arid appurtenant facilities for Community Colleges in or adjacent to the City of ElizabethtOwn in Hardin County, and the City of Prestonsburg in 4 Floyd County, and may undertake in the future to establish and provide educa- tional buildings and appurtenant facilities for Community Colleges elsewhere in the Commonwealth and outside of Fayette County; and WHEREAS, the Board of Trustees has determined that the erection of educational buildings and necessary appurtenances for such Community Colleges will require the borrowing of money and the issuance of revenue bonds payable solely from the revenues of the building or buildings so erected, and of educational buildings heretofore constructed on property now owned by, or educational building s leased by, or hereafter acquired or leased by said University elsewhere than in Fayette County, Kentucky; and WHEREAS, under the provisions of Section 162. 340, et seq., of the Kentucky Revised Statutes, the Board of Trustees is authorized to issue revenue bonds for the purpose of erecting and completing such educational buildings and otherwise as hereinafter provided; and WHEREAS, the Board of Trustees has determined that it is in the best interests of the University to create and establish an issue of revenue bonds to be issued for the aforesaid purposes from time to time as funds are required for such purposes, all such bonds to be payable from the revenues of the educa- tional buildings so erected together with the revenues from all other educational buildings which may have heretofore been or may hereafter be made parts of the Community Colleges Educational Buildings Project of the University of Kentucky, in the manner hereinafter provided and to constitute a charge and lien on said revenues on a parity with all other bonds issued under the authority' of this Resolution without preference or priority as between bonds of different dates of issue, maturities, series or installments; NOW, THEREFORE, THE BOARD OF TRUSTEES OF THE UNIVERSITY OF KENTUCKY HEREBY RESOLVES, AS FOLLOWS: ARTICLE I - Definitions: Section l. 01. In each and every place in and throughout this Resolution wherein the following terms or any of then are used, the same, unless the context shall indicate another or different meaning or intent, shall be construed, used, and intended to have meanings, as follows: (a) "University" - the University of Kentucky, having its seat of control and government in Lexington, Fayette County, Kentucky. (b) "Board" - the Board of Trustees of the University of Ken- tucky, as created and existing under the provisions of Section 164. 130, et seq. , of the Kentucky Revised. Statutes, or its Executive Committee created and elected pursuant to Section 164. 190 of the Kentucky Revised Statutes when exercising the power delegated to it by the Board. 5 (c) "Community College" an educational institution of the Com- monwealth of Kentucky, and the educational buildings and appurtenant facilities thereof ` elsewhere than in Fayette County, Kentucky, operated by and under the control of the Board, primarily for the purpose of education above the level of education as provided by the cornmon school system of the Commonwealth; but which may include, if so declared by the Board in a Series or Supplemental Resolution (as hereinafter defined), educational buildings and appurtenant facilities for education within the level of such common school system, if the same are provided wholly or in substantial part for the purpose of implementing or supple- menting educational instruction and training through observation or practice. (d) " Trustee" - a bank or trust company or a combined bank and trust company created and existing under the laws of the Common- wealth of Kentucky. or a national banking association created and existing unde r the laws of the United State s, having proper trust powers, and having its principal office and place of business in the City of Lexington, Fayette County, Kentucky, or in the City of Louisville, Jefferson County, Kentucky, or any successor Trustee to be designated pursuant to the provisions of this Resolution, (e) "Paying Agents' - the Trustee, or any successor Trustee, as defined in the foregoing paragraph (d) and any other place or places of payment of principal of and interest on bonds as may be designated pursuant to the provisions of this Resolution, (f) "Aggregate Principal, Interest and Bond Fund Charges" -* as of any particular date of computation and with respect to a particular twelve month period, an amount of money equal to the aggregate of the amounts required by the provisions of the Resolution and all Series Resolutions to be paid into the Bond Fund in such twelve month period for account of the interest on all outstanding Bonds becoming due during such twelve month period and to accomplish the retirement of the principal of all outstanding Bonds at or prior to the maturity thereof. (g) "Bonds" all "Community Colleges Educational Buildings Revenue Bonds" of the Board of the issue established and created by the Resolution which are issued pursuant to a Series Resolution authoriz- ing the issuance of a Series of Bonds, (h) "Community Colleges Educational Buildings Project" or "Project" all educational buildings and necessary appurtenances here- tofore erected and located on property of the University at a Community College which is identified in this Resolution and all educational. buildings and necessary appurtenances presently in the course of erection or which may hereafter be erected upon such property from available funds of the Board or from the proceeds of the sale of the Bonds, and all such educational buildings and necessary appurtenances which may be owned 6 by the University at any Community College outside of Fayette County, Kentucky which may in the future by a Series Resolution or a Supple- mental Resolution be specifically added to and constituted a part of the "Community Colleges Educational Buildings Project, and all educa- tional buildings and necessary appurtenances hereafter erected at any such Community College added in the future from available funds of the Board or from the proceeds of the sale of the Bonds; but excluding all housing buildings and facilities and all buildings and facilities exclusively for athletics, as distinguished from those which are, or may be, wholly or principally for physical education. Buildings and necessary appurtenances leased by the University for educational purposes at any such Community College shall constitute parts of the "Community Colleges Educational Buildings Project" so long as they are or may be leased by the University for educational purposes. (i) "Enabling Act" - Sections 162. 340, et seq. , of the Kentucky Revised Statutes. (j) "Operating Costs" - all costs and expenses paid or incurred by the Board in connection with the operation and maintenance of the Community Colleges Educational Buildings Project including insurance. (k) "Resolution" - this Resolution. (1) "Revenues" - all revenues derived from the Community Colleges Educational Buildings Project, and which revenues are derived, or are to be derived, through the collection of a student registration fee from all students attending Community Colleges of the University elsewhere than in Fayette County which are made parts of the Community Colleges Educational Buildings Project, (m) "Series of Bonds' or "Bonds of a Senes" the Series of Bonds authorized by a Series Resolution. (n) "Series Resolution" - a resolution supplemental to the Reso- lution, authorizing the issuance of a Series of Bonds. (o) "Supplemental Resolution" - a resolution supplemental to the Resolution, which expands the Project to include additional Com- munity Colleges, or educational buildings and appurtenant facilities of one or more existing Community Colleges which are already included as parts of the Project, whether an additional Series of Bonds be authorized thereby or not; or for any of the other purposes permitted by Section 8. 01 of the Resolution. (p) "Amendatory Resolution" a resolution amending this Reso- lution, adopted and made effective with concurrence of the holders of 75% of the Bonds at the time outstanding, according to proceedings as 7 authorized and permitted by Section 8. 02 of the Resolution. (q) "Chairman" - the Chairman and each and every Vice Chairman and each and every other officer of the Board authorized to exercise the powers and authority reposed in the Chairman of the Board. (r) "Secretary" - the Secretary and each and every Assistant Secretary and each and every other officer of the Board authorized to exercise the powers and authority reposed in the Secretary of the Board. (s) "Fiscal Year" the Fiscal Year shall be the twelve (12) month period beginning July I of each year and ending June 30 of the following year. (t) "Treasurer" the Treasurer and each and every Assistant Treasurer and each and every other officer of the Board authorized to exercise the powers and authority reposed in the Treasurer of the Board. (u) "Engineer" - any licensed architect or engineer appointed by the Board, including any such architect or engineer in the employ of the Board or the University and so appointed. Section 1. 02. Words of the masculine gender shall be deemed and construed to include words of the feminine and neuter gender. Section 1. 03. The words "Bonds, " "owner, " "holder," and "person" shall include the plural as well as the singular number unless the context shall otherwise indicate. The term "Bondholders" unless the context otherwise indicates means and contemplates the holders of Bonds at the time issued and outstanding pursuant to the Resolution. ARTICLE II Authorization and Issuance of Bonds. Section 2. 01, All educational buildings and necessary appurtenances owned or leased by the University in the operation of Community Colleges in or adjacent to the City ol' Ashland in Boyd County, the City of Covington in Kenton County, the City of Cumberland in Harlan County, the City of Elizabethtown in Hardin County, the City of Henderson in Henderson County, and the City of Prestonsburg in Floyd County, Kentucky, as said Community Colleges presently exist; and all educational buildings and necessary appurtenances hereafter owned or leased by the University in the operation thereof, including in all instances such educational buildings as may be erected at such Community Colleges upon property owned by the University from available funds of the Board or from the proceeds of sale of the Bonds authorized under the Resolution; together with such educa.- tional buildings and necessary appurtenances of a Community College or 8 Community Colleges elsewhere in the Commonwealth of Kentucky as may be added in the future by one or more Series or Supplemental Resolutions, are hereby consolidated as a single Community Colleges Educational Buildings Project, and so long as any of the Bonds are outstanding under the Resolution said Project shall he operated and maintained on a consolidated basis for the security and source of payment of said Bonds., Section 2, 02, Pursuant to the authority contained in the Enabling Act there is hereby established and created an issue of Bonds of the Board of Trustees of the University of Kentucky to be known and designated as "Uni- versity of Kentucky Community Colleges Educational Buildings Revenue Bonds" which said Bonds may be issued as hereinafter provided without limitation as to amount except as provided in the Resolution. Said Bonds shall not constitute any indebtedness of the UTniversity of Kentucky or of its Board of Trustees, or of the Commonwealth of Kentucky. within the meaning of any provisions or limitations of the Constitution of the Commonwealth of Kentucky, but shall be payable solely from the Revenues. The Bonds shall constitute a paramount charge on the Revenues in the manner and to the extent hereinafter provided over and ahead of all bonds of any issue payable from said Revenues which may be hereafter created and established and over and ahead of all claims or obligations of any nature against the Revenues hereafter arising or hereafter incurred. All Bonds shall be equally and ratably secured without priority by reason of Series designation, number, date of Bonds, date of sale. execution. maturity or delivery. by a charge on the Revenues, all in accordance with the provisions of the Enabling Act and the Resolution. Section 20 03 , The issuance of said Bonds may be authorized by Series Resolution or Series Resolutions of the Board adopted subsequent hereto in one or more Series, The Bonds of each Series shall, in addition to the title "Uni- versity of Kentucky Community Colleges Educational Buildings Revenue Bonds," contain an appropriate Series designation. Each Series Resolution authorizing theissuance of a Series of Bonds shall declare that said Bonds are authorized and issued under the Resolution and in conformity with Section 7. 10 of the Resolution and shall also specify: (1) the authorized principal amount of said Series of Bonds; (2) the purposes for which the Bonds of such Series are being issued, which shall be only for the payment of the cost of erecting, reconstructing, or completing one or more educational buildings with necessary appurtenances and which building or buildings will become and constitute a part of the Community Colleges Educational Buildings Projects provided, however, if the Board of the University shall acquire one or more such buildings with necessary appurtenances and by Series Resolution make the same a part or parts of the said Project, and the same are subject to pre-existing encumbrances, Bonds may be issued (if and to the extent permitted by law), to discharge or reduce such encumbrances, either as a separate Series or as part of a Series otherwise for one or more of the purposes herein otherwise permitted; 9 (3) the date, maturity dates and the interest paymentdates to the Bonds of said Series; (4) the interest rate or rates, or the manner of determining such rate or rates; (5) the denominations and the manner of numbering the Bonds of such Series; (6) the premiums, if any, to be paid upon the redemption of the Bonds of such Series and the terms and manner of such redemption, if and to the extent the Bonds are to be redeemable; (7) the Trustee for the Bonds of such Series (which Trustee shall be appointed by the Series Resolution authorizing the initial Series of Bonds and the trusteeship confirmed in each subsequent Series Resolution); (8) the place or places of payment of the principal of and interest on and redemption premium, if any, on the Bonds of such Series; (9) provisions for the sale of the Bonds of such Series; (10) the form of the Bonds of such Series and of the coupons to be attached thereto and the form of the Trustee's authentication certificate, and (11) any other provisions deemed advisable by. the Board not in conflict with the provisions of the Resolution. Section 2. 04. Bonds of a Series shall mature on May 1 of each of the years in which any principal of said Series of Bonds is scheduled to become due and not more than forty (40) years from the date thereof, all as more fully set forth in the Series Resolution authorizing the issuance of a Series of Bonds. Interest on all Bonds shall be payable semiannually on May 1 and November 1 of each year beginning not more than six (6) months from the date of such Bonds. All Bonds of like maturity of any Series of Bonds shall be identical in all respects except as to numbers, ARTICLE III - Terms and Provisions of Bonds. Section 3. 01. Bonds of each Series shall be executed on behalf of the Board by the signature of the Chairman and attested by the Secretary of the Board and the corporate seal of said Board shall be impressed or imprinted thereon, provided that in the Series Resolution provision may be made for the execution of said Bonds with the reproduced facsimile of the official signature of either, but not both, said Chairman or Secretary. The interest coupons attached to said Bonds shall be executed with facsimiles of the official signatures of said Chairman and said Secretary in office on the date of execution of the Bonds; and Bonds and coupons so executed shall be valid and binding obligations notwithstanding that before the delivery thereof and payment therefor any or all persons whose i0 signatures appear thereon shall have ceased to be such officers. All Bonds shall be payable as to interest, principal and premium, if any. in any coin or currency of the United States of America which at the time of payment thereof is legal tender for the payment of public and private debts. Section 3. 02, Bonds of each Series shall be issued in the form of coupon bonds registrable as to principal only. The Bonds, except while registered as to principal otherwise than to bearer, shall pass by delivery. The registration of any Bond as to principal only shall not affect negotiability of the coupons thereto appertaining, which shall remain payable to bearer and pass by delivery. The Board, the Trustee, the Paying Agents and any other person may treat the bearer (or if such Bond be registered, the registered owner) of any Bond, the bearer of any Bond registered as payable to bearer, and the bearer of any coupon whether or not the Bond to which said coupon appertains is registered as to principal, as the absolute owner of such Bond or coupon, as the case may be, for the purpose of making payment thereof and for all other purposes, and neither the Board. the Trustee nor the Paying Agents shall be bound by any notice or knowledge to the contrary, whether such Bond or coupon shall be overdue or not. All payments of or on account of interest to any bearer of any coupon and all payments of or on account of principal to any bearer (or if such Bond be registered, the registered owner, or to any bearer of any Bond registered to bearer) of any Bond., shall be valid and effectual and shall be a discharge of the Board. the Trustee and the Paying Agents, in respect of the liability upon the Bond or coupon or claim for interest, as the case may be, to the extent of the sum or sums so paid. Section 3. 03. The Board will cause to be kept at the principal office of the Trustee, as bond registrar of the Board at all times while any of the Bonds containing provisions for registration and transfer shall be outstanding and unpaid, books for the registration and transfer of such Bonds. Upon presentation at the office of the Registrar by any bearer of any Bond containing provisions for registra - t ion as to principal only., the Boardwill, under such reasonable regulations as (with'the approval of the Registrar) it mayprescribe from time to time, cause such Relis+trar to register in such books. in the name of the bearer or his nominee, the ownership as to principal only, of any such presented Bond, and such registration shall be noted on the Bond. After such registration and notation, no transfer of any such Bond registered otherwise than as to bearer shall be valid unless evidenced by a written instrument of transfer, in form satisfactory to the Registrar; duly executed by the registered owner in person or by his duly authorized agent but any such Bond so registered may be discharged from registration, and transferability by delivery thereof may be restored, by a like transfer to bearer similarly registerd and noted, and after such transfer to bearer such Bond shall be a bearer Bond. Any such Bond containing provisions for registration may again, from time to time, in like manner, be registered as to principal only or be transferred to bearer. Section 3. 04, The Bonds and coupons may be presented for payment at the principal office of the Trustee or of any of the Paying Agents of the Board, All Bonds and interest coupons paid shall be cancelled by the Trustee or Paying Agents and such cancelled Bonds and interest coupons shall be promptly transmitted to the Treasurer by the Trustee or Pay-.ng Agents, The Treasurer shall cremate 11 said Bonds and coupons and prepare and file with the Board appropriate cremation certificate s. The interest on and principal of all Bonds shall be payable at the principal office of the Trustee and at any one of the Paying Agents of the Board. Payment of the interest on the Bonds shall be made only upon presentation and surrender of the coupons representing such interest, as the same respectively become due and payable. The principal of all Bonds shall be payable upon the presentation and surrender thereof at the principal office of the Trustee or of any one of the Paying Agents of the Board. Section 3. 05. Only Bonds as shall bear thereon endorsed a certification of authentication executed by the Trustee, shall be secured by the Resolution or be entitled to any right or benefit hereunder. The authentication by the Trustee upon any Bond shall be conclusive evidence and the only evidence that the Bond so au- Lhenticated has been duly issued under the Resolution and that the holder therecf is entitled to the benefit of the trust hereby created. Section 3. 06. Before authenticating any Bonds the Trustee shall cut off, cancel, and cremate all matured coupons. if any, thereon and the Trustee shall deliver to the Board a certificate of cremation thereof. If at the time the printer is directed to prepare any Bonds it is known that one or more appurtenant coupons will have matured prior to issuance and delivery, the printer may be instructed not to prepare such coupons, and in that event a certificate of the printer that such coupons were not prepared may be accepted in lieu of a certificate of cremation thereof. Section 3. 07. Upon the receipt by the Board and the Trustee of evidence satisfactory to them of the loss. theft. destruction or mutilation of any outstanding Bond, and of indemnity satisfactory to them, and upon surrender and cancellation of such Bond if mutilated the Board may execute and the Trustee may authenticate and deliver, upon the lapse of such period of time as they may deem advisable, a new Bond of like tenor and maturity bearing the same or different serial number, to be issued in lieu of such lost, stolen, destroyed or mutilated Bond. The Board may require the payment of cost for each new Bond issued under this section, and the furnishing of indemnity satisfactory to the Board, The Trustee shall incur no liability for anything done by it under this section in the absence of negligence or fault. ARTICLE IV Creation of Funds and Payments Therefrom. Section 4. 0'. There is hereby pledged to the payment of the principals of, interest on, and any premium upon the redemption of, the Bonds, the proceeds of the sale of the Bonds unt-l expended for the authorized purpose, the Revenues received by the Board and all funds established by and in accordance with the pro- visions of the Resolution,