The Board of Trustees of Western Carolina University met in regular session on March 2, 1978, at 10:00 a.m. in the Conference Room of Bird Administration Building.

ROLL CALL

Members of the Board present were: Mr. Abbott, Mr. Edwards, Mr. Glenn, Mr. Gloyne, Mr. Holt, Mr. Mallonee, Mr. Murphy, Mr. Patterson, Mrs. Phillips, and Mr. Wynne. Others present were Chancellor Robinson; Vice Chancellors Carter, Dooley, Stillion, and Stoltz; Mrs. Jakes, Assistant to the Chancellor; Mr. Brown, Special Assistant to the Chancellor; Dr. Pickering, Faculty Representative to the Board; Mr. Manring, Director of Alumni Affairs; Mr. McGinnis, Director of University Development; Mr. Ramsey, Assistant to the Chancellor for WCU Programs in Asheville; Mr. Reed, Director of Public Information; Mr. Scott, Legal Counsel; Mr. Waters, Director of Athletics; Mr. Wood, Director of Institutional Studies and Planning; and Mrs. Shuler, Administrative Assistant to the Chancellor.

Chairman Glenn presided over the meeting.

APPROVAL OF MINUTES OF DECEMBER 1, 1977, MEETING

Chairman Glenn reported that copies of the minutes of the meeting held on December 1, 1977, had been mailed to the Trustees. No suggestion or correction was made, and, upon proper motion duly seconded and unanimously carried, the minutes were approved.

NAMING OF BASEBALL FACILITY

Director Waters presented a proposal to name the new baseball facility in honor of Ronnie G. Childress, Class of 1970. Mr. Childress was a special supporter of Western Carolina University, having initiated the broadcasting of WCU baseball games in 1971 and preparing the groundwork for the Catamount Sports Network, the largest football network in the Southern Conference with 16 commercial affiliates. Mr. Childress died in May, 1975, as the result of an electrical accident.

Following discussion and upon proper motion duly seconded and unanimously approved, the field was named the "Ronnie G. Childress Baseball Facility."

ESTABLISHMENT OF THE PAUL REID DISTINGUISHED SERVICE AWARDS

Chancellor Robinson told the Trustees the history of the Paul Reid Scholarship Fund and the events leading to President Reid's desire to establish the Distinguished Service Awards. Following discussion and upon proper motion duly seconded and unanimously approved, the conditions of acceptance were adopted. In accordance with President Reid's wishes, the full text of the conditions follows:

FOR THE ESTABLISHMENT OF TWO (2) DISTINGUISHED SERVICE AWARDS BY PRESIDENT EMERITUS PAUL A. REID

Conditions of acceptance by the Board of Trustees of Western Carolina University, Cullowhee, North Carolina:

1. The Board of Trustees accepts the establishment of two (2) distinguished service awards by President Paul A. Reid.

2. One award shall be for distinguished service bestowed upon Western Carolina University by a faculty member. The eligibility list for this award shall include: a. Fulltime, nine or twelve month EPA positions, excluding academic department heads and those positions included in the administrative-staff category. b. The professional librarian staff (EPA or SPA holding the Master of Library Science degree or equivalent).

3. A second award shall be for distinguished service bestowed upon Western Carolina University by a member of the administrative staff. The eligibility list for this award shall include:

a. All EPA administrative position in

Chancellor's Office
Academic Affairs
Business Affairs
Development and Special Services Student Development

b. All SPA positions exempt from the "subject policy" (established by the State Personnel Office) which pertains to overtime compensation. If at any time changes in personnel classifications require changes in eligibility definitions, the Chancellor shall initiate appropriate changes in consultation with the groups represented.

4. The two (2) awards shall be conferred annually near the end of the academic year, and each of the two recipients shall receive monetary awards of $1,000. Should fluctuations in the economy or investment return warrant, the Board of Trustees may adjust the amount of the award accordingly. A recipient may not be considered again for the award until five years have elapsed.

5. The annual awards selections shall be made by a committee of nine (9) persons. The committee shall be composed of:

a. Three faculty members chosen as follows:

1. Chairman of the Faculty Senate, ex officio.

2. Two faculty members elected by the Faculty Senate from the list of eligible candidates for the faculty award.

b. Three administrative staff members chosen as follows:

1. one elected from and by the Administrative Council.

2. One elected from and by academic department heads.

3. One appointed by the Chancellor in consultation with the Vice Chancellors. The Vice Chancellors will nominate one staff member each from the list of eligible award candidates from their respective areas, the nominees not to be chosen from 5b1 or 5b2.

Should any of the above become a candidate for the award, the committee member will be replaced by an alternate from the appropriate category appointed by the Chancellor. C. Three trustees elected by the Board of Trustees.

6. The head of the institution shall not be eligible for either of these awards and shall not be eligible to serve as a member of the Selection Committee of nine.

7. The funding of these two (2) awards shall be made in two (2) periods of time. The first period shall be on a cash basis of one thousand dollars ($1,000.00) annually for each award making a total of two thousand dollars ($2,000.00) annually. The second period shall be based exclusively on earning from shares of common stock or exclusively from earnings of investments made from the sale of these shares. The shares of common stock will become available immediately at the end of the first period, and the earnings shall be used fully and completely for awards during the year the funds become available.

8. All funds for the two (2) distinguished service awards shall be used exclusively for the awards and for no other purpose.

9. This award program has been established in such manner as to assure permanency--that is, in perpetuity.

10. In accepting the establishment of these two (2) distinguished service awards the Board of Trustees agrees to make an annual report of funds and awards to President Emeritus Paul A. Reid or to his oldest living blood relative. The name of this relative shall be determined by the Superintendent of the Surry County, North Carolina, School System.

11. This set of conditions of acceptance by the Board of Trustees shall be made a part of the permanent minutes of the Board and President Emeritus Reid shall be furnished with a record of this inclusion.

12. No change in this set of conditions of acceptance by the Board of Trustees shall be made without the approval, in writing, of President Emeritus Paul A. Reid or his oldest living blood relative. The oldest living blood relative as determined in item 10 above.

RE-ESTABLISHMENT OF THE ENDOWMENT FUND OF WESTERN CAROLINA UNIVERSITY

Vice Chancellor Dooley explained the necessity to re-establish the Endowment Fund in order to be in compliance with General Statutes 116-36 enacted by the 1977 General Assembly. The Board of Governors adopted a resolution on October 14, 1977, outlining the following regulations for the local Boards of Trustees:

1. Establish an Endowment Fund by March 17, 1978

2. Direct the Chancellor to inventory, consider, and present to the endowment trustees all property that reposes in any institutional endowment, trust, or account as endowment property.

3. Elect three members of the endowment board, who, together with the Chairman of the Board of Trustees and the Chancellor (both of whom serve on the Endowment Board, ex officio), will constitute the full complement of the endowment board of trustees.

4. Name for the record all the members, ex officio and elective, of endowment board and declare the endowment board established.

Following discussion and upon proper motion duly seconded and unanimously adopted, the Board adopted the following resolution:

"In accordance with G.S. 116-36, as amended by Chapter 506 of the 1977 Session Laws, and the regulations of the Board of Governors providing guidelines relative to said endowment fund, all as set forth in Administrative Memorandum Number 93, dated October 28, 1977, the Board of Trustees of Western Carolina University hereby adopts the following resolution.

"An Investment Board is hereby established, to be known as "The Board of Trustees of the Endowment Fund of Western Carolina University."

"1. The Board of Trustees of the Endowment Fund of Western Carolina University shall consist of five members. One member shall be the chairman of the Board of Trustees of Western Carolina University. One member shall be the Chancellor of Western Carolina University. The remaining three members shall be elected by the Board of Trustees of Western Carolina University and may or may not be members of said board. The terms of the three elected members of the Board of Trustees of the Endowment Fund of Western Carolina University shall be initially for one, two, and three years each. All elections thereafter shall be for a regular term of three years except that any person elected by the Board of Trustees of Western Carolina University to fill a vacancy created otherwise than by the expiration of a term shall be elected to serve the remainder of the term of the person whom he or she succeeds. The chairman of the Board of Trustees of Western Carolina University shall be the ex officio chairman of the Board of Trustees of the Endowment Fund of Western Carolina University. The Board of Trustees of the Endowment Fund may establish procedures consistent with G.S. 116-36, as amended, and the regulations adopted by the Board of Governors of the University of North Carolina. Said procedures shall provide for the transaction of business and shall establish a quorum and a necessary vote for the transaction of business and require the keeping of minutes of meetings of the Endowment Board.

"2. The trustees of the endowment fund may receive and administer as part of the endowment fund gifts, devises, and bequests and any other property of any kind that may come to them from the Board of Governors of The University of North Carolina or that may come to the trustees of the endowment fund from any other source, excepting always the moneys received from State appropriations and from tuition and fees collected from students and used for the general operation of the institution.

"3. Any gift, devise, or bequest of real or personal property to Western Carolina University shall be presumed, nothing to the contrary appearing, a gift, devise, or bequest, as the case may be, to the endowment fund of Western Carolina University. This presumption shall not apply to property made available to the institution prior to June 8, 1977.

"4. Property shall not be deemed a part of the corpus of the endowment fund until it has been presented by the Chancellor of Western Carolina University through written description of the property to the trustees of the endowment fund and has been acknowledged in writing as received by the trustees of the endowment fund. Property expressly or presumptively made available to Western Carolina University for its endowment fund shall be presented by the Chancellor to the trustees of the endowment fund as provided in this paragraph unless the Chancellor finds that the property:

(1) though presumptively made available to the institution for its endowment fund, was in fact made available to the institution for some other purpose;

(2) has been made available to the institution under conditions which make its acceptance or use illegal; or

(3) is unsuitable for use as property of the endowment fund.

"5. The trustees of the endowment fund shall be responsible for prudent investment of the fund in the exercise of their sound discretion, without regard to any statute or rule of law relating to the investment of funds by fiduciaries but in compliance with any lawful condition placed by the donor upon that part of the endowment fund to be invested.

"6. The trustees of the endowment fund shall have the power to buy, sell, lend, exchange, lease, transfer, or otherwise dispose of or to acquire (except by pledging their credit or violating a lawful condition of receipt of the corpus into the endowment fund) any property, real or personal, with respect to the fund, in either public or private transaction, and in doing so they shall not be subject to the provisions of Chapters 143 and 146 of the General Statutes; provided that, any expense or financial obligation of the State of North Carolina created by any acquisition or disposition, by whatever means, of any real or personal property of the endowment fund shall be borne by the endowment fund unless authorization to satisfy the expense or financial obligation from some other source shall first have been obtained from the Advisory Budget Commission by the board of trustees of the endowment fund through successive endorsements by the board of trustees of Western Carolina University and the Board of Governors; and provided further that, any gratuitous transfer of property or funds from the endowment fund shall be only upon direction of the board of trustees of Western Carolina University and upon recommendation of the Chancellor.

"7. The board of trustees of the endowment fund may appoint a fiscal agent or agents having all the privileges, powers, and immunities set forth in the paragraph 6 above relative to the trustees of the endowment fund except that no fiscal agent shall have authority to approach the Advisory Budget Commission as otherwise provided in paragraph 6 above. The board of trustees of the endowment fund may from time to time change its appointed fiscal agent or agents.

"8. In the process of prudent investment of the fund (including the acquisition and maintenance of property for the fund) or to realize the intent underlying these endowment regulations, the board of trustees of the endowment fund or a fiscal agent appointed pursuant to the paragraph 7 above may expend or use interest and principal of gifts, devises, and bequests; provided that, the expense or use would not violate any condition or restriction imposed by the original donor of the property which is to be expended or used nor violate the provisions of paragraph 6 above.

"9. To realize the statutory intent underlying these endowment regulations, the board of trustees of the endowment fund may transfer interest or principal of the endowment fund to useful possession of Western Carolina University; provided that, the transfer would not violate any condition or restriction imposed by the original donor of the property which is the subject of the proposed transfer; and provided further that, such transfer be executed only by direction of the board of trustees of Western Carolina University and for the purpose identified by the board of trustees of said institution, upon recommendation of the Chancellor.

"10. Whenever any property of the endowment fund is disposed of or otherwise transferred from the endowment fund to Western Carolina University or to any other recipient, any instrument of transfer shall indicate that the donor, grantor, seller, lessor, lender, or transferor, as the case may be, is the board of trustees of the endowment fund.

"11. The board of trustees of the endowment fund shall annually submit a comprehensive report on the endowment fund through the board of trustees of Western Carolina University to the Board of Governors.

"12. The Chancellor is hereby directed to inventory, consider, and present for placement in the endowment fund as provided in paragraph 4 above all property that reposes in any institutional endowment, trust or account as endowment property. The provisions of this paragraph shall not apply to property reposing in any endowment, trust, or foundation that has corporate identity other than under G.S. 116-3. "The resolution heretofore adopted by the Board of Trustees of Western Carolina University dated May 10, 1974, establishing an endowment fund in accordance with G. S. 116-36 and regulations of the Board of Governors, is hereby canceled and superseded by the above resolution."

Following further discussion and upon proper motion duly seconded and unanimously adopted, the following members of the Board of Trustees of the Endowment Fund were named:

Chairman James H. Glenn
Chancellor H. F. Robinson
Mr. Thomas L. Mallonee (one-year term)
Mr. Jack M. Hennessee (two-year term)
Mrs. Avis Phillips (three-year term)

At the expiration of the terms listed above, each new term will be for three years.

Chairman Glenn then declared the Endowment Board established and announced the first meeting to be held immediately following lunch today in the Brown Cafeteria.

INFORMATION REPORTS

1. By-laws for The Development Foundation

Vice Chancellor Dooley presented for information the proposed bylaws which will be considered for adoption by the Board of Directors of the Development Foundation. (A copy of these by-laws is on file with minutes material.)

2. Division of Development and Special Services

Vice Chancellor Dooley, assisted by Director McGinnis and Director Manring, gave a comprehensive report on the activities within the Division of Development and Special Services. Vice Chancellor Dooley reviewed the history, goals, and emphases of the Division; Director Manring reported on the membership, chapter programs, and future plans of the Alumni Association; and Director McGinnis provided details on the various fund-raising efforts underway and envisioned.

3. WCU--UNC-A Joint Planning Committee

Chancellor Robinson told the Trustees of the Agreement which has been approved by President Friday and is being implemented by the two Chancellors. A Joint Planning Committee has been appointed and has had its first meeting.

4. Status of Construction Projects

Director Wood informed the Trustees that the Music-English Building and Moore Hall will be ready for final inspection by the time of the next Board meeting; the Administration-Mountain Heritage Center not making quite as much progress due to the bad weather; and the baseball field will be ready for spring playing if the weather holds.

5. List of Proposed Capital Improvements

A list of proposed capital improvement projects was distributed, and it was pointed out that the library must have first priority. Next in priority is the proposed convocation center. (Copy of list with minutes material.)

6. Highway 107 Relocation

Contracts are now being prepared for the first phase of the highway relocation with a total cost of approximately $8.5 million. Bids have just been opened on the second phase of the work.

7. Chairman of the Faculty

Dr. Pickering has been re-elected to another two-year term as Chairman of the Faculty. Dr. Pickering expressed his pleasure at being reelected and looks forward to working with the Board of Trustees.

8. Long-Range Plan

Instructions have been received from General Administration for preparation of the new long-range plan. A master plan for physical development of the campus will be a part of this long-range plan and will be presented to the Trustees for approval at the May meeting.

9. Announcements

Next meeting of the Board: May 4
1978 Spring Commencement: May 7
Legislators' Day: May 19 or May 21

10. Committee on Educational Television

A special committee to study the educational television program in North Carolina is being chaired by Rep. Liston Ramsey. Included in the committee's request will be funds to provide production capability at Western Carolina University.

11. HEW Plan

Chancellor Robinson commented on the latest developments in the controversy with HEW.

EXECUTIVE SESSION    Open Meeting Act

The Chair declared the meeting to be in Executive Session.

ADJOURNMENT

With no further business to be transacted, the Board adjourned for luncheon in the Mary Will Mitchell Room of Brown Cafeteria.

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James H. Glenn, Chairman

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Avis Phillips, Secretary