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CBNTRAL MICHIGAN UN VBR S ITT
8 0 A ROO P T R 0 S T 8 K S
Nove_ber 7 , 1986 •
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Central Micb igan Dniversity Board of Trus t ees
Mt . Pleasant , Michll.D
November 7, 1986
Members prescnt: Or . Gordon N. Lambie, Acting Chai r;
Dr. BernatilDe N. Denning; Mr. Mitchell D. Kehet!an;
Mr . IIIIIam C. Odyklrk; ~rA . Alice Tombaulian; ~r . Arthur E.
EllIs, President .
Members absent: Hr. Raymond A. LaBounty. ~s. Rachael E. Noreno,
UTA . Margaret Ann Rieckcr.
Also attending: Nr. Russell L. Herron, Secretary to the Board of
Trustees; ~r . James L. HIll, Vice President tor Student AffaIrs;
Dr . Janice M. Reynolds, Acting Provost; Hr . Jerry R. Tubbs,
Treasurer o t the Board of Tr ustees ILnd Vice President for
Business and Finance .
The meeting was ca lled to order by Acting Chair Lambie at
10:31 a .m.
The minutes of the October 3, 1986 meeting ~ere approved as
submitted .
It ~as moved by Mr. Mitchell Kehetian. seconded by Dr . Bernadine
Denning, and c arried , that the following resolution be adopted .
8E IT RESOLVED. That in keeping ~ith the spirit of Congress'
r ecent passage of sanctions against South
Atrica, as an act ot protest to its apartheid
policies, I and my Soard colleagues r ecommend that
the President pursue the moral question ot divestiture
in our dealings ~ith any organization that may
have holdings, or other interests, with companies
doing business in South Atrica .
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It was moved by Mrs . Alice Tomboul1an, seconded by Itr . IUtchell
Kehetian , and ca rried without dissenting vote, that the following
resolution be adopted.
WHEREAS, The Cent ral Michigan University Board of
Trustees (the "Board") has considered and dete r mined
that it is 1n the best interests of Central Inchigan
University (the "Univ e rsity") to establish, in
conjunction with Michigan Mo l ecular Institute (the
"Obligor") an educational and research program in
polymer science; and
WHEREAS , In order to initiate the program, the
Obligor has proposed the construction and equipping
of certain educational and r esearch facilities in the
City of W1dland ( the "Project" ) whi c h w1ll be
available for use by hath the Obligor and the
University in carrying out the educational and
resea r ch program of the University and the Obligor;
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WHEREAS, The Obligor has applied to the Board for a
loan of $2,000 ,000 (the "Loan") to finance the
acquisition and construction of the Project; and
WHEREAS , It Is necessary for the Boa rd to app rove the
Project a nd the making of the Loan and to authorize
the issuance of its $2 , 000 ,000 Limited Obligation
Revenue Bonds (~ichigan Molecular Institute Project )
(the "Sands") and entry into other documents with
respect thereto; and
WHEREAS, A trust indenture (the "Trust Indenture")
must be entered 1nto by and between the Board and a
trustee to be designated by the Authorized Officers
(hereinaHer detined) (the "Trustee") , purs uant to
which the Bonds will be issued and secured; and
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• • • I ssua nce a nd Sal e o f ••• Bonds •• • continued
WHEREAS, A loan agreement ( the "Loan Agreement") must
be entered into bet"'een the Board and the Obligor
pursuant to which the term of the Loan and the
repayment thereof by the Obligor at times and in
amounts suffic ient to pay the debt service on the
Bonds wIll be established; a nd
WHEREAS, The Bonds will also be secured by a secured
guaranty agreement (the "Secu red Guaranty
Agreement"), a mortgage (the "Wortgage") and a
security agreement (the "Secur ity Agreement") between
the Obligor and the Trustee, which Uortgage and
Security Ag r eement will grant a mo r tgage and security
i nte r es t s in property of the Obligor not financed
fro~ funds derived from the Board (other than the
Loan) o r the State of Wichigan; and
WHEREAS, the Bonds w111 also be secured by a guaranty
agreement (the "Gua ranty") f r om The Oow Chemical
Company to the Tr ustee, ~ hic h Guaranty ~ i l l, however,
provide t hat The Oow Chemical Compa ny wil l be
subr ogat ed to the rights at the Trustee and the
Bondhol ders against the Obligor in the event The Dow
Chemical Company is requi red to pay debt se r vice on
the BondS; and
WltEREAS , First of Mic hi gan Co r poration (the
"Unde r .... ri te r ") has been engaged to unde r take
pr elimi na r y ma r ket analysis and to present to the
Authorized Officers a bo nd purchase agreement (the
MBond Pu rchase Ag r eement·) setting forth the terms
and conditions upo n which the Underw r iter will agree
to pu r c hase the Bonds and the i nte r est rates the r eof
and the purchase p r ice t he r efor ; a nd
WHEREAS , In o rder to be able to market the Bonds at
the most oppo r tu ne time, it is necessa ry for the
Boa r d to aut horize the President and the Vice
President fo r Business a nd Finance (the "Authorized
Officers") or eithe r o f them to negotiate , ell:ecute
a nd de l ive r on behalf of the Board the Trust
Indentu re and t he Loan Agreement , to establish the
specific terms of the Bonds and to accept the offer
of the Underwriter to purchase the Bonds , all within
the limitations set forth he r ein; and
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• • • Is s uance and Sale of ••• Bonds • .• con ti nued
WHEREAS, The financing or the Project will serve
proper and appropriate public purposes of the Board
And the University;
NOW BE IT THEREPORF. REsnLVED:
1 . The Roard hereby determines that the acquisition
And construction or the Project by the Obligor
is necessary and in the best interests of the
University and hereby approves the acquisition
and construction of the Project by the Obligor
for the use and henefit of the University and
the Obligor.
?. The Board hereby e ~pr ess ly Approves the
borrowing by the Obl i go r and the lending by the
Board of 32,000,000 for the purpose of acquiring
and constructing the Project and paying the
costs of the issuance of the Ronds .
3 . The Board hereby authorizes the issuance,
e~ecution and delivery of the Bonds of the Board
to be designated LIMITED OBLIGATION REVENUE
BONns (MICHIGAN MOLECULAR INSTITUTE PROJECT), in
the aggregate original principal amount or
$2,000,000, to be dated as of the date
established by either or the Authorized
Office r s , for the purpose of providing funds
which, t ogether with other available funds, will
he used to pay part or all of the cost ot the
construction , acquiSition, furnishing and
equipping of the Project , and to pay costs
incidental to the issuance of the BondR. The
Bonds shall he serial Bonds or term Ronds
subject to redemption requirements, or both, as
shall be established by either or the Authorized
Officers, but the first maturity shal l be not
earlier than July I, 1087 and the last matllrj ty
shall be not later than December 3 1, 2002. The
Bonds may bear interest at stated rates for the
respective maturities thereof as shall be
established by either of the Authorized
Officers, but the highest rate of interest for
any maturity shall not exceed lO~ per annum .
The Bonds may be subject to redemption prior to
maturity at the times and price and in the
manner as shall be established by either of the
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••. Issuance and Sale ot ••• Bonds ••• continued
Authorized Officer s. The ma~lmum annual
principal and interest requirements on the Bonds
shall not e llceed $300,000 . Interest on the
Bonds shal l be payable at the times as shall be
specified by eithe r of the Authorized Officers.
The Bonds shall be issued in fully registered
form in demonimations, shall be payable as to
principal and interest 1n the manner, shall be
subject to transfer and e~change, and shall be
executed and authenticated, all as shall be
provided in the Trust Indenture . The Bonds
shall be sold to t~e Underwriter pursuant to the
Bond Purchase Agreement fo r a price to be
es tablished by either of the Authorized Officers
(but the Underwriter's discount, ellclusive of
original issue discount, shall not exceed 3' of
the principa l ·amount the r eot) plus accrued
interes t, if any, from the dated date of the
Bonds to the date of delivery thereof.
4. The Bonds shall be l imted and not general
obligations of the Board payable from and
secured by the Security (as shall be defined in
the Trust Indenture) including the Loan
repayments of the Obligor under the Loan
Agreement, moneys derived from the Secured
Guaranty , the !.lortgage, the Security Agreement
and the Guaran ty, and funds trom time to time on
de pos it in the funds created pursuant to the
Trust Inde nture .
Except as provided in the Trust Indenture no
recou r se shall be had !or the payment of the
principal amount of or interest o r premium on
the Bonds o r any claim based thereon against the
S tate of Michigan , the Board o r any officer or
agent thereo!, as individuals, ei ther directly
or indirectly, nor shall the Bonds and interest
with respect thereto become a lien on o r be
secured by any p r operty , real, personal or mixed
of the State of Michigan o r the Board, other
than the Security as described above .
5. The Authorized Officers, or either of them, are
~ereby authorized and directed , in the name and
on behalf of the Board, and as its corporate act
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••• Issuance and Sale ot ••• Bonds . . • continued
and deed, to select the Trustee, and to
negotiate, execute and deliver the Trust
Indenture and the Loan Agreement .
6. The Authorized Ofticers, or either of them, are
hereby authorized and directed, in the name and
on behalf of the Board and as its corporate act
and deed, to negotiate, execute and deliver the
Bond Purchase Agreement with the Underwriter
setting forth the terms of the Bonds and the
sale thereof, all within the limitations set
forth herein.
7. The Authorized Officers, or either of them, are
herehy authorized, empowered and directed, in
the name and on behalf at the Board, and as its
corporate act and deed, to execute the Bonds by
placing his or their facsimile signature or
signatures thereon, and to deliver the Bonds to
the Underwriter in exchange for the purchase
price thereof, as provided in the Bond Purchase
Agreement.
8 . The Authorized Officers, or either of them, are
hereby authorized to cause, in conjunction with
the Obligor and the Guarantor, the preparation
Of a Preliminary Olficial Statement and an
Official Sta tement with respect to the Rands,
and to execute and deliver the Official
Statement . The Underwriter is authorized to
circulate and use, in accordance with the
applicable law, the Preliminary Official
Statement and the Official Statement in
connection with the oftering, marketing and sale
of the Bonds .
o. The Authorized Officers, the Secretary and any
other appropriate officer of the Board or the
University are hereby authorized to perform all
acts and deeds and to execute and deliver all
instruments and documents for and on behalf of
the Board required by this resolution, the Trust
Indenture, or the Bond Purchase AGreement, or
necessary, expedient and proper in connection
with the issuance, sale and delivery of the
BondS, as contemplated hereby . The Authorized
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••• Issuance and Sale of Bonds ••• continued
Officers , or either of them. are authorized to
approve the form of the Secured Guaranty, the
Mortgage, the Security Agreement and the Guaran~y.
10. All resolutions or parts of resolutions or other
proceedings of the Boal"d in conflict here..,ith be
and the same are hereby r ~pealed insofar as such
conflict e~ists .
EMERITUS RBSOLUTION:
It was moved by IIr . William Odykirk, seconded by ~lrs. Allee
Tomboulian, and carried, that the following resolution
granting emeritus rank to Richard V. Dietrich , Professor,
Geology, be adopten .
BE IT RESOLVED, That the Roard of Trustees, on behalf
of the University community , expresses appreciation
to Richard V. Dietrich for his contrihutions to
Central Michigan University and extends Professor
Emeri tus rank.
APPOINTMENT OF NOMINATING COMMITTEE FOR 1987 BOARD OFFICERS:
The Chair, through the Acting Chair, appointed the following
Trustees to the Nominating Committee:
Mr. Mitchell Kehetian, Chair
Ids . Rachael lIoreno
Mr. William Odykirk
The committee is asked to report at thp December 1986 meeting.
HONORARY DEGRER RECIPIENT OBCEMBF.R 1986:
It was moved by Dr. Bernadine De nning, seconded hy Mrs. Alice
Tomboulian. and carried, that the following resolution granting
an honorary de&ree to Joe H. Stroud be adopted.
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Honorary Deg r ee continued
BE IT RESOJ.VED, that the Board o f Trustees approves the
awarding of an honorary Doctor of Communication Arts
degree to Joe H. Strou~. Editor of the Detroit Free
Press , at the December 13, 1986 commencement ceremonies
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FACULTY TBNURE ANALYSIS AND COMPARISON:
Dr . Edward Gran t, Interim Vice Pr ovost for Academic Administration,
presented an informational report on faculty tenure
analysis and comparison .
1987- 88 OPERATING AND CAPITAL BUDGET REQUESTS:
President Ellis reported on the steps completed to date in the
1987-88 budget request procedUre. He outlined actions to be
taken In the immediate future and the Univers ity's approach for
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this year . e
INVESTMENT ACTIVITY :
The Board received a Report of Inve s t~ent Activity for September
1986 .
HEADCOUNT SNROLLMENT PROJECTIONS FOR 1987- 88 :
Dr . Robe r t DeBruin, Assistant Vice Pro vost/Pla nning presented a
report on headcount en r ollment projections for 1987-88 .
Mr. Wi lliam Odykirk as ked that t he subject of en r o llme nt policy
be placed on the agenda for further discussion at the December
meeting.
PERSONNEL RECOMMENDATIONS :
It was moved by Dr . Bernadine Denning, seconded by tlrs . Al ice
Tomboulian, and ca rried, that personnel r ecommendat ions as
submitted on pages 1-7 o f the agenda he approved .
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GIFTS:
It was moved by Dr . Bernadine Denning, seconded by Mr. William
Odykirk, and carried, that gifts received during July in the
amount of 3124,8l~ . 92 and during September in the amount or
$211,701 . 24 be acce pted with appreciation .
GRANTS:
It was moved by Mrs . Alice Tomhoulian, seconded by Dr . Bernadine
Denning, and carried , that grants awarded during September in the
amount of $68,934 he accepted.
PRESIDENT ' S REPORT:
President Ellis repo r ted that an extension to June 19~7 for EOA
grants associated with University Park has been received.
These funds will flow through the City of Mt . Pleasant , not the
University . The Administration plans to submit specific recommendations
for securing the park's first tenant in December . In
addition, Mr. Ellis highlighted progress on the needs assessment
and screening process, Plan B: the math/science conference held
on campus; a forthcoming recommendation for an academic computer.
It was moved by Dr . Bernadine Denning, seconded by /.Ir. William
Ody kirk, a nd carried without dissenting vote, that the Board move
into closed session to discuss strategy connected with the
negotiation of collective bargaining agreements .
The open session adjourned at 11:59 a . m.
Russell L. Herron
Secretary to the Board of Trustees
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