•
•
•
CENT R A L MI C HI CAN UN I VERS I TY
B OA RD OF T R USTEES
J anu al'}' IS, 1997
• • Cenlra' Michigln Unhcnily Board orTrll st~
Mt. PlclI:5IIInl. Michigan
January IS. 1997
~ ' cmben present: Mr Rogt'f" L. K~ler, ChaIr, Mr DaVId A Brandon:. Mr. WIlham T Johnson;
Mr. Muchell D Kehct,ln: Mr W SIdney Smith; Dr Ltonard E Plachu, President.
Mrnlbttabsenl: Mr. kITy D. Campbell, Mrs. KIn D, GUIdo. Ms. ll~ B. Rou(r,.
Also Illendmg: Or. Richard W Dal'enport. Provost and Vi~ PresIdent for Acadenuc Affairs; Mr K,m
Ellenson. V,ce Preslticnt for BU5111Cn and Finance and Trcasuttt of the Board: Mr. Russell L Haron,
Secretary \0 the Board ofTruslccs Ind Vice PreSident for UmVf:nLty Relations.
The meetmg was called 10 ordeT by ChaIT Kessckr al 8 ~ 16 •. rn.
i\IlNUns:
It was nl(wro by Mr. Johnson, 5('(:orx\ed by Mr. Brandon. and earned, thaI the minutes of the Ot-ccmber 13.
1996, meetmg be apprQved as amcndC!d, Imheatlng that Mr. Krhcuan was pre$CIll. e e Cha,r Kesseler 1I1l'IOI.lIII:ed thai the Board .. "otlld opentc IS a commmee ofthc whole for today', n1eCling
• •
PI,ANi"ING ANI) DESIGN fOR INDOOR ATl IU:IICS t'ACILmES. SIADlVM EXfAJ.'liSIOS,
Olffl)QQR TRACK AND RElATED fACU.!TIES:
II was moved by Mr. Smith, seconded by Mr Kencuin. and earned. thaI the follov.lng resolullOl'l be adopted.
BE IT RESOLVED. ThaI lhe pR"Sldml or hi, dnlgnec I' lulhonud 10 contnlCI for the final
plannmg. design. cngmccnng and associated cIToru for the Indoor .thletlCS complex. Sladlum
ellpoulSloo. Bennett !nICk rdoc:atlOl'l. and related rl(:1l1 uC$1I1 tolDl cost not to CJl.cced $1.5 million.
Fundmg to be from geneflll fund surplus
AJITIIORIZAIlON FOR T HE ISSI!ANCt; 0fGErW RAI. St"n:NllE BONDS AND PRo\' lPllSG
fOR OTHER MAnERS RE!.ATlNG THERETO:
It was moved by Mr. Johnson, 5eConded by Mr. Smith. thaI thc proposed resolution be ~dopted. DISCUSSion.
II was moved by Mr. Johnson, seconded by Mr. Smllh. and eamcd, that Mr. Bl1Indon's amendment to
Increase the: proceeds from the: Issuance of bonds from $36 mllhon to 538 m,lhon be adopted .
3313
... Author l:t:Ulon for Ihe issu ance o r Bond~ . . . - co nlinued
II was moved by Mr. Ol1lndon, $econdcd by Mr. Johnson, and earned, that the rcsoluuon gl1lnhnK
authonzatJon for the tssuance of general revenue bonds and providing for other related matters be adopted
as amended.
WHEREAS, 11M: Central Michigan Um\'\'nity Board of Trustees (the "Ooard") IS a conslitutlonal body
corporate established pursuant to Article VlIl, Sc<:tion 6 of the MIchigan Constlluuon of 1963, as amended.
WIth Kencral SUpervISIon of Central MIchigan Umvo:rslly (the "Um~nHty") and the control and direc tion of
all e,;pcndltures from the UnIVersity's funds; and
WHEREAS, [n the e';Cf(:ISC of its conslltutlonal duties and m order to properly $erve the needs of students
anendtnllthe UmvCI"Slty. the Board has authonzed the acquisitIon. construcllon, installa\lon and equipping
of the capItal improvements descnbcd tn Exhibit A (the "Projects"); and
WHEREAS, '£he financing of a portIon of the Projects through the Issuance ofGcntral RevenllC Bonds will
serve proper and appropriate public purposcs; and
WHEREAS. In the c,;erc lse of Its conSlllullonal dUlles. and In order to control and direct prudently
expendItures from the Unl\'ersity's funds, the Board dctenmnes illS necessary and desirable to authonze the
Issuance ofGcnel1l1 Revenue Bonds. Series 1997 (the "Bonds") tn order to pro\'ide funds which, together
With other avaIlable funds. wilt be used to pay all or part of the costs of the ProJects. and to pay costs
tncldental to the Issuance of the Bonds; and
WHEREAS, A trust Indenture (the "Trust Indenture") must be: entered Into by and belwccn lhe Board and
a trustee (the "Trustcc") to be: deSIgnated by an Authorized Officer (hereinafter defined), pursuant to whIch
lhe Bonds will be: ISSUed and secured; and
WIIEREAS. The Inckntures authon:l.Ing cenain outslllnding General Re\'enue Bonds of the Soan! (the
"Outstanding Bonds") create cerulln condItions for the Issuance of General Revenue Bonds on a parity basis
WIth the OutstandIng Bonds: and
WHEREAS, The VIce President for Busl1Iess and Fmance shall. on or prior to the dehvery of the Bonds,
certIfy thaI the conditions for i&suing the Bonds, secured on a panty basis by ~eral Revenues wllh the
Outslandl1lg Bonds have been met; and
WIIEREAS. An underwn ter or underwnltrS to be: selec ted by an Authonzed Officer (colle<:tlvely. the
"Underwntcr") shall be engaged to undertake prelimmary market analySIS and 10 present to the Authonzed
Offico:rs D bond purchase agrccment (the "Bond Purchase Agreement") setung fonh the terms and conditIons
upon whIch the Underwnter WIll agree to purchase the Oonds and the mterest rates thereof and the purchasc
pnce therefor; and
WHEREAS. In order to be able to market the Bonds at the most opportune tmlC. it IS necasary for the Boon!
to authonze the PreSIdent and the VIce President for Busmess and Fmance (each an "Authonzed Officer")
or eHher of them mdlvldually 10 negohate, cxe<:ute and del1\"n" on behalf of the Board the Trust Indenture,
to select the Undcrwnter. to estabhsh the specific terms of the Bonds and to DCCept the offer of the
Undcrwnter to p\iTChase thc Bonds, all WIthin the limItationS set fonh herem: and
WHEREAS.1be Board has ful! power unckT Its consh tultonal authorny for SUpervISIon of the Unlversily,
and control and direchon of expendItures from lhe Umverslty funds. to acquIre. COnStruct. fum Ish Ind eqUIP
ProJccts, to pay a portion of the costs of the Projects by I&suance of the Bonds, and to pledge General
Revenucs (as heremafter defined) for payment of the Bonds;
331 4
•
•
•
e ... Aut hor ization fo r the ISiua nee of Bond, ... - co.tinued
•
•
NOW, llIEREFORE. OE IT RESOLVED BY TI lE CENTRAL MICII IGAN UNIVERSITY BOARD OF
TRUSTEES, AS FOLLOWS:
L
2
1be Board hereby authorizes the Issuance. exe<:ullOn and dehvery of the Bonds of the Boord m one
or more senes. to bedesignatcd GENERAL REVENUE BONDS. SERIES 1997, (with appropnate
additional or altemall\"c senes desIgnationS) m the aggregatc pnnclpal amount 10 be: estabhshed by
an AuthorIzed Officer, but not to exceed the amounl necessary to produce proceeds up 10
$38,000,000. to be dated as of the date estDbhshed by an Authonzed Officcr. to pay a portIon ofthc
costs of the ProJe<:1S, as shall be: lktmmned by an Authonud Officer. and to pay cosu mCldcntal to
the ISSuanCC of the Bonds, mcludmg the cost of bond msurance, Ifan Authonzed Officer determmt's
such msul1lnce to be appropnatc. lhc: Bonds shall be iltn al Bonds or term Bonds, whIch may be
subject to redemption reqUIrements, or both, as shall be: ~t.:Ibhshed by an Authonzed Officer, but the
fi rst malunly shall be not carher than January I. 1998, and the last matunty shall be not later than
October I, 2026. lhc: Bonds may bear no Interest or Interest at It.:Ited rates for the respective
matunlles thercofas shall be cstabhshed by an Authonzed Officer. but the hIghest rate of mttrest for
any matUl"llY shall not e~ceed 7.0"'"' per annum, and the Bonds may be Issued m whole or m pan as
caplIIII apprt'CIDtlon bonds. whIch for thelT term or any par! thercofbear no mttrest but apprecIate m
pnnclpal amount over lime at compounded rates (oot m ~ccss of7.~. per annum) 10 be: deterrr,,~
by an Authonzed OffiCCT. lhc: Bonds may be subJe<:t to redemptIon pnor to marunty 3t the limes and
pncc and in the manner as shall be estabhshed by an Authonzed Officer. lhc: avcrage annual
pnnclpal and mterest requirements on the Bonds shall not ucecd S3.300,OOO. Interest on the Bonds
shall be payablc althe \lmes as shall be specIfied by an Authonzed Officer. lhc: Bonds shall be
ISsued in fully registered form In denomInatIons. shall be payable as to pnnclpal and mltrest m the
manner, shall be subJe<:t 10 tnmsfer and exchange, and shall be: accuted and authenhcated. all as shall
be proVIded m the Trust Indenture. 1be Bonds may be: ongmally .ssued m whole or m part m book
cntry only form. The Bonds shall be sold to the Underwnler pursuant to the Bond Purchase
Agreemcnt for a pncc 10 be eSt.:lbhshed by an Authorized Officer (but the Underv.Tlter's d.scount.
e,;clUSlve of ongmal Issue discount. sh::ll1 not e::<cccd 0.80/. of the pri nCIpal amount thereof) plus
accrued Interest. If any, from the dated date of the Bonds to the date of delIVery thereof.
The Bonds shall be hmlted and not general obhgauons of the Board payable from and secured, on
a panty baSIS WIth the OI.Iulllndmg Bonds. by a first hen on the Gencr.il R""enuts (as shall be defined
In the Trust Indenture m a manner generally cons.stent w!lh the dcfinltlon thereo f contamcd In the
trust mdentures secunng the Outstandmg Bonds).
Except as prOVIded in the Trust Indenture no recOUTSC shall be had for the payment of the pnnclpal
amount of or Interest or premium on the Bonds or any claIm based thereon agamsi the State of
Mich.gan. the Board or any officer or agent then:of, as mdlvlduals, either dI rectly or LndLrectly, nor
shall the Bonds and IntCTCSt WIth respect thercto become a hen on or be secured by any propcny, real,
personal or mIxed of the State of MIchIgan or the Board, other than the General Revenues and the
moneys from IImc to time on depoSit m aU or part o r the funds cstabhshcd by the Trust Indenture.
Any pledgc ofGcneraI Revenues, and funds s;pt'Clfied m the Trust lndenrure, If any, shall be \"Dhd and
bmdmg front the date of the Issuance and delIVery of lbe Bonds, and all moneys or propenlCS subject
thereto whIch are thereafter rece]\'ed shall Lmmedlately be subject to the hen of the pledge without
phySIcal dehvery or runhct" act. 11le hen of iBId pledge shall be \flIhd and bmdlng agamst all parties
(other than the holders of any other bonds, notes or debt obligatIOnS secured by a panty first hen on
Gcncl1l1 Revenucs) havmg a claim In lort, contract or otherwise agamst the Board. ilTCspcctwe of
whether such panIcs have no!Lce of the hen.
3315
'" Aulho ri:.(alion for Ih ~ Issuance of RondJ" .• (onlinutd • 3 , The rIghlll re5(t'Ved 10 iswe addltlon.l bonds, notts or other obhgauons payable from am.! secured
on I panty bUIS With the Bonds and the Outstanding Bonds from the CimttlI Re\'enues. upon
romplu."cc w,th the Icrml.OO c:ondlUOl15 as shall be sct forth In the Trust Indenture,
4, Either Authom.ed Offieer IS hereby luthonzcd and dIrected, In the name and On behalf ofthc Iloitrd,
and Il5 Its corporate act and deed, 10 !idect the Trustee, and to ncgotJIIC, execU!C and dehver the Trust
11"IdeIltun::. The Trust II"IdeIltun:: may contaIn IUCh CO"l'nIf1ts on behalf orthe Board and Icrmt U '"-"'h
offie~ deem appropnate, Inchxlmg, bul not hmlted to, covmants wllh respect to the tsl.bhshmenl
of General Revroucs atle~ts expn::s.scd as. percCl'ltage of debl SCTVice on the BondlI or.1I Gmcral
Re\'enue Bonds. and With rupeet to the IS5Ullncc of addillOn.1 bonds. no\C:I or other obhg'hOflS
payable from and secured by General Re\'n1ucs, In .!killlon, ellhcT Authonzed Officer 15 hereby
authonzed, CTIlpowcrcd and directed to ncgollale, Ifnecessary am.! expedient for the issuance orthe
Bonds, for acqlll$,hon of bond Intunnc:e and 10 execU!C aoo dehver.n ons.unnc:e commllment or
other doc:u\1"lerllS or 1n5lrumcnts requ,rnI on Connection with ruch onflURnCe,
5. EIther Authonz.c:d Officer II hereby authorized and directed, In the name and 00 behalf of the Board
and IS Its corpon!C 31;1 and deed, 10 sc:l«tthe: Underwnter and to nc:gotlate, cx«ute and dehver the
Bood f"urchase Agreement With the Ut'Idervonter seiling forth the terms of the Bonds and the sale
lhereof, all w(\hln the hmltal1005 sel forth hcn::tn.
6.
7.
g.
EIther Aulhonzcd Offi«r IS bcn::by 'Ulhon.zcd. nnpowcrcd.nd d're<:t«], m the name and OIl beehalf
of the Board, and IS 115 corporate act and deed. to executc the Bonds by placing hiS or her f.C1lmllc
or manual SIi:!1.a1urc thereon, and to dch\'t'r the Bonds 10 the Undcrwntcr In exchange for !he pun:hase
pnce thereof, u prov,ded in the Bond Purchase Agrttment.
Ellhtr Authorized Offictt IS hereby authonzcd 10 cause the preparltlOil of a Prehmlnary OffiCial
SIIIL~mc:n1 and an OffiCial Statement With ~spetl (0 the Bonds, and to ()[«u(C and deliver the OffiCial
StlLlemcnt, The Undcrwn!cr IS authonzcd to Circulate and use, In accordance Wi th applicable law,
lhe Prehmlnary OfflCtal Stalement '00 the OfficI.l Stalemenl In conna:ILOil With the offenns.
markCllng.nd IIIle oflhc: Bonds.
TIle PreSident, the Vice ~$Idcnt for Ilusmess and Finan<:e, the Secretary, the University Counsel and
any other appropillLte officer of the Board or the Uru"erslty Ire bcn::byaulhonud 10 peform .lIlcts
and dcros and 10 uecute and dclivt'r for and OIl behalf of the Board all ln5tru\1"lerl1S and OOcur'nC."nt5
reqUired by thiS rt'SOlutlon, the Trust Indenture, or the Bond Purchase Agreement. or nc:<:essary,
e1tpWlenl and proper If! COflnt'CtlOil With the \SSIW'ICe, sale and dellva)' of the Bonds. as contemplated
hereby. Any reference to an olfl(:t!' oflhe Board or the Umverslty ~m shallu'lClodt any Imenm
Of Kung officer Ippomted by lhe Board. Any actlOil reqUired under the Trust Indenture, Bond
Purchase Agreement. or Olher Instrument related 10 !he Bonds may bee taken by and on behalf of the
Board by an AUlhonzcd Offict'r.
9, In accordance "',th the: requirements of Rule 151:2-12 oftht UnIted Slates 5e(:unhcs and Exchange'
COmmiSSion, tnc: BOlLrd IS reqUired In connechoo With the Issuance of Inc: Bonds to mtt!' mlo a
Disclosure Undertaking for !he benefit of the holders and benefiC,,1 OW1lCl'S of the Bonds. Either
Authonzcd Officer IS luthomcd to cause 10 be pn::para:I and to ex«ute and dchvtr. on behalf orthe
Board, the Undertakmg,
10. All resolutions or parts of rc.soluhons or other procccdmp ofille Board In connici ~w,th be and
the lime 1ft hereby repealed lII50f.r IS such connici ClUtts.
]316
•
•
1
)
1
I
•
•
•
., . Aluhorlz.lloll ror tbl! !JIU.oce or Roods, ..• wnllnuC'(!
I.
II.
III
l:XHlBIT A: PROJECTS
Athleltc Projects
EJtpanslon oHootooll stadium; COf1Strlll:11OI'L. furruslung and
eqUIIlPII'g of an mdoor pnchCC faclhty. and II11JIIU"=lCIlt5
to and replace\1"lerlt of outdoor fields and fae lhues
MIs«II.ncous capital pro.rec1S. Indudlng bulkltna
remO<kt.ng, CorlVers'on, rcno'"IIOil and upgndlng and
relal«] furnishIngs and equlpmcnl. roof replacement;
parkmg 101 and rued resurfacing and eJ(pan!l1on; CI'ICI'&)'
OOI'\JCI'VtItoon projeCtS, ,roo;:lud,ntI hght filt~ and .... ,ndow
replacements: ullhly and mechamcal ')'Stem .sbestos
abatement: Compult'r and technoJo&y related equipment
and systnnS: !tabling. fire.larm and ulihry Impnwcmmt5
and replaatnmts: and commuolc'II01'LI, ~clS\I!1g and
teltc.Sllng Improvements and replacements
Currently Estllllllled
Annrp;uQliIC ow-
528,000,000
512,500,000
512,000,000
Chair Kessclt'r expressed h15 IOtcnt to IOvest In lhe bonds IS' mailer orpubllC dl5ClosUR:_
ACADEMIC REORGA!SIZAIIOjS:
It \\ti mo,'cd by Mr. Smith. seconded by Mr. Johnson, and CIlfTlcd, that the followmg resoluUOfI be ldopted
]]17
A(ldemic Reorganization . tonl lolled
BE IT RESOLVED, Effect1\'e July I, 1997, a new elght-college model replaces the txtSllna fh·e·
college orpmZlIKJn model. TheCol,* of&tmded LeMung and theCol1ege ofGmduale Snxhes
remain unchanged wxIcr the new 51f\ICture. TheOlhtr SIX c:oIleges and respedlve departrnenlS woold
lI1c1ude:
College or RIlJines. Ad ministration
School of Accounllng
Department of 811SIt'1eS5 Infonnauon Systems
Department of EconomICS
Department of Fmllfl(:c
[xpartment of Management anti Law
l)(partment of MarkchnH and IlosPllllhty Sc-rvlceS Admmlstflltlon
College Of COlll111llnl CAtlon and Fine Arts
Ikpartment of Art
Department of Broadcast and Cinematic Arts
Ikpartmmt of loomaltsm
. School of M LiSle
Department of Speech CommLinieatlon and Drnmal1e Arts
College of EduCllio" and lIuman Srn -ites
Dtpartmtnt ofCounschn8 and Spt<:lal EducauOll
Department of Educational and Communlly uadnstllp
Department oflluman EnvlT(lrlmental Studies
Depa.rtmmt of PhyslClIJ EducatIon and Sport
DqN.rtment of RecreatlOO. Parks and l.etsun: Sc-rv1CC$ ArumnlstnlttOn
DqN.rtment ofTeaeher Education and Profcss1OM1 [)e\'elopmcnt
Colle-ge of lIulth l'roftulollJ
DqN.rtment ofCommunlcauon DIsorders
Department of lIeallh PromotIon and Rehablhtatlon
PhYSICian AssIstant Program
PhYSical Therapy Program
College or lIumuil les And Social and Ikh.,-ioral Sdenees
Department of Enghsh Language Rnd l llmllure
Ikpartmenl ofForel!!n l.anguBges, LittralLlfes. and Cultures
Department of Il lstory
Department of MIlitary ScIence
Oepartment of PhIlosophy
Department of Pohhcal ScIence
Department of Psychology
J)epartmenl of Rehglon
l)(partmen! of Sociology, AnthropolOj.)', and SocIal Work
3318
• •
• •
• •
Audrmic Reorganlullon • conlinutd
ColIC'le of Scir ncC' and T«-hooiocy
Department of BIOlogy
Department of Cbcnustry
Department of Computer SclmCC
Depa.rtmmt of Ckognphy
Department of GeotO&)'
Dcpanmenl ofIndustnal and Engll1ccnns Technology
Department orM_thematlc.
IkpartmcnlofPhYSlcs
Public COnlment: no rtquUIJ.
lltt; Board recessed at 9:04 a.m. for _ break and reconvened at 9:)0 I.m. In a workshop formal 10 conunue
dlSCUSSIOll of eMU's VISIon stal~ment wl\h consultant Richard Dolinski from The Dow Chern)) 191cal
Company and to dlscuslacademlc prognms Ind cnrol1ment management.
The Board recessed al II a.m. for IUllCh and recon,-ened It I I :49 p.m. to continue the "'arksOOp
l1te met:hng adjourned 1.1 2:05 p.m.
;J
'g- .. < ""z
Russell L Herron
Secretary 10 the Board of Trusttts
3319
