Missouri State University

April 3, 2007

MINUTES OF THE BOARD OF GOVERNORS
MISSOURI STATE UNIVERSITY
APRIL 3, 2007


1. Roll Call
Present-     Mr. James Buford, Governor (by conference call)
        Mr. Michael Duggan, Governor (by conference call)
   Mr. Brian Hammons, Governor (by conference call)
Mr. Ryan Sivill, Student Governor
Ms. Mary Sheid, Governor (by conference call)
Ms. Cathy Smith, Governor (by conference call)
Mr. John Winston, Governor (by conference call)

Absent-    Mr. Michael Franks, President of the Board
        Ms. Phyllis Washington, Governor

Also
Present-    Michael Nietzel, President
        Don Aripoli, Acting Vice President for University Advancement
Greg Burris, Vice President for Administrative and Information Services
Jim Baker, Vice President for Research and Economic Development
Earle Doman, Acting Vice President for Student Affairs
        Kent Kay, Chief Financial Officer
        John Black, General Counsel
    John McAlear, Secretary of the Board


2. Presiding --- The presiding officer for the Board’s conference-call meeting was Ms. Mary Sheid, Vice President of the Board of Governors.  She called the meeting to order at 3:30 p.m. in Room 203 of Carrington Hall on the campus of Missouri State University in Springfield, Missouri. 

3.    Research and Economic Development --- Dr. Jim Baker, Vice President for Research & Economic Development, presented a resolution (Agreement No. 190-07) approving a Master Operating Agreement between Missouri State University and JVIC, Inc.  He commented that a correction was needed in the last paragraph of the resolution – it should read as follows:  “….that the Vice President for Research and Economic Development be authorized on behalf of the University to execute the Master Operating Agreement.”  Mr. Hammons moved to approve the resolution with the corrected last paragraph.  Mr. Buford provided the second to the motion.

A roll call vote was taken – Governors Buford, Duggan, Hammons, Sheid, Smith, and Winston voted for the motion; no one voted against the motion; Governors Franks and Washington were absent.

Motion passed 6-0.

He next presented a resolution (Agreement No. 191-07) approving a subcontract between Missouri State University and Nantero, Inc.  He explained     that the University has received funding from the Office of Naval Research to complete the project titled “Radiation Hardened Non-Volatile Carbon Nanotube Random Access Memory” and they desire to subcontract with Nantero, Inc., on this project.  Moved by Mr. Winston and seconded by Ms. Smith.

A roll call vote was taken – Governors Buford, Duggan, Hammons, Sheid, Smith, and Winston voted for the motion; no one voted against the motion; Governors Franks and Washington were absent.

Motion passed 6-0.

4.    Financial:
a.    Development --- Dr. Don Aripoli, Acting Vice President for University Advancement, presented a resolution (Policies & Procedures No. 123-07) revising the Use of Missouri State University Wine and Spirits Policy.  He explained that the State law has recently been changed to permit the sale or use of alcohol at fundraising events.  This revision permits the Missouri State University Foundation and/or University to use alcohol produced by the Mountain Grove campus for fundraising events, such as auctions or dinners where product is served as part of a fundraising event without separate charge.  Moved by Mr. Winston.  Seconded by Mr. Duggan.

A roll call vote was taken – Governors Buford, Duggan, Hammons, Sheid, Smith, and Winston voted for the motion; no one voted against the motion; Governors Franks and Washington were absent.

    Motion passed 6-0.

b.    Issuance of Auxiliary Enterprise System Revenue Bonds in Support of the Funding for the JQH Arena --- Mr. Kent Kay, Chief Financial Officer, presented a resolution (Finance No. 994-07) authorizing $59,420,000 aggregate principal amount of Auxiliary Enterprise System Revenue Bonds Series 2007A and Auxiliary Enterprise System Taxable Revenue Bonds Series 2007B.  He commented that Mr. Aaron Cook of Raymond James, Ms. Anne Noble of AG Edwards, and Mr. Rick Wright of Gilmore & Bell were also on the conference call if the Governors had and any questions for them.  Mr. Kay indicated that $61 million of bond proceeds will be deposited in the Project Fund along with $6 million from private gifts.  The difference between the Par Amount of the bonds ($59,420,000) and the $61 million is that there is a net premium on the issuance of the bonds of $1,581,851.95.  Of the $59,420,000 aggregate principal amount, the Auxiliary Enterprise System Revenue Bonds Series 2007A total $56,420,000 and the Auxiliary Enterprise System Taxable Revenue Bonds Series 2007B total $3,000,000.  Mr. Kay remarked that a yield of 4.75% was used for planning purposes; however, the true interest cost ended up being 4.42%.  The average annual payment is $4,064,456.  The Hammons Trust will contribute 47.54% of the annual payment.  Mr. Kay also reported that the University has received very good ratings – Moody’s rated the institution A1 overall and A3 for the Auxiliary Enterprise System; while Standard & Poor’s rated both as A.  (A financial analysis is included as Attachment A).

Mr. Buford moved the approval of the resolution, receiving the second of Mr. Hammons.

A roll call vote was taken – Governors Buford, Duggan, Hammons, Sheid, Smith, and Winston voted for the motion; no one voted against the motion; Governors Franks and Washington were absent.

        Motion passed 6-0.

5.    Closed Meeting --- It was determined that the Board of Governors needed to meet in a closed session to consider items of business provided in the Revised Statutes of Missouri.  Ms. Sheid asked if a resolution authorizing a closed meeting of the Board was prepared.  Thereupon, the following resolution was presented for consideration:

BE IT RESOLVED by the Board of Governors for Missouri State University that a closed meeting, with closed records and closed vote, be held immediately following this April 3, 2007 conference-call meeting of the Board of Governors to consider items of business pursuant to:

A.    R.S.Mo. 610.021(1).  “Legal actions, causes of action, or litigation involving a public governmental body…”

B.    R.S.Mo. 610.021(3).  “Hiring, firing, disciplining or promoting an employee of a public governmental body.”

C.    R.S.Mo. 610.021(13)  “Individually identifiable personnel records, performance ratings, or records pertaining to employees or applicants for employment,…”

Mr. Duggan moved the approval of the resolution and Mr. Winston seconded the motion.

A roll call vote on the resolution was as follows:  Governors Buford, Duggan, Hammons, Sheid, Smith, and Winston voted for the motion; no one voted against the motion; Governors Franks and Washington were absent.

Ms. Sheid declared the resolution passed unanimously.

6.    Date of Next Meeting --- The date of the next scheduled meeting was set for May 17, 2007 at 1:00 p.m.

7.     Adjournment --- Ms. Sheid adjourned the meeting at 4:00 p.m. on the motion of Mr. Duggan, the second of Mr. Hammons, and the unanimous vote of the Board.


John W. McAlear
Secretary