Minutes for the Utah State Board of Regents, February 5, 1982

Minutes of meeting, Utah State Board of Regents, Airport Hilton Inn, Suite 359, Salt Lake City, Utah, February 5, 1982

^ MINUTES OF SPECIAL MEETING V UTAH STATE BOARD OF REGENTS AIRPORT HILTON INN, SUITE 359, SALT LAKE CITY, UTAH FEBRUARY 5, 1982 CONTENTS ROLL CALL 175 UTAH GUARANTEED STUDENT LOAN PROGRAM 175 ADJOURNMENT 189 175 MINUTES OF SPECIAL MEETING UTAH STATE BOARD OF REGENTS AIRPORT HILTON INN, SUITE 359, SALT LAKE CITY, UTAH FEBRUARY 5, 1982 Board Members Present Kem C. Gardner, Chairman W. Hughes Brockbank, Vice Chairman Ralph S. Blackham E. LaMar Buckner J. Lynn Dougan Jay Dee Harris George C. Hatch Mary D. Lunt Ernest D. Mariani Neal A. Maxwell Robert L. Newey Wayne Owens Rex G. Plowman Holly Sloan Board Members Excused Donald B. Holbrook Reba L. Keele David S. Monson Office of the Commissioner Arvo Van Alstyne, Commissioner Joyce B. Fox, Secretary Edward J. Peters, Information Officer Others Present William T. Evans, Assistant Attorney General Mark C. Moench, Assistant Attorney General Phillip H. Holm, Chapman and Cutler William A. Paasch, Utah Education" Loan Services, Inc. David A. Feitz, Utah Education Loan Services, Inc. Jewell J. Rasmussen, Utah Associ-ation of Academic Professionals Diane Cole, Salt Lake Tribune Chairman Kem C. Gardner called the meeting to order at 9:00 a.m. and turned the gavel to Vice Chairman W. Hughes Brockbank to conduct the business of the meeting. Utah Guaranteed Student Loan Program The special meeting was held for the purpose of considering resolu-tions required by the State Board of Regents and Utah Higher Education Assistance Authority in connection with increasing the Revolving Credit Commitment and Agency Agreement, with Morgan Guaranty Trust Company 176 of New York, as Agent, dated August 15, 1981, from $35,000,000 to $50,000,000. Mr. Phillip H. Holm of the law firm of Chapman and Cutler, who had been appointed by the Attorney General as Special Assistant Attorney General for the purpose of advising the State Board of Regents in connection with this additional $15,000,000 borrowing, briefly explained the history of the original borrowing and outlined the actions to be taken. Messrs. William T. Evans and Mark C. Moench, both Assistant Attorneys General, were also present. Mr. Evans reported that he had reviewed the documents, discussed them with the Attorney General, and approved them as to form and substance. Mrs. Joyce B. Fox, Secretary of the State Board of Regents, pre-sented to the Board an affidavit evidencing the giving of not less than twenty-four (24) hours public notice of the agenda, date, time, and place of the February 5, 1982, meeting in compliance with the requirements of Section 52-4-6(2), Utah Code Annotated 1953, as amended, by: (1) posting written notice of the meeting at the principal office of the Board, and (2) providing notice to at least one newspaper of general circulation within the geographic j urisdiction of the Board, or to a local media correspondent. The affidavit was ordered recorded in the minutes of the meeting and is as follows: 177 STATE OF UTAH ) w COUNTY OF SALT LAKE ) I, the undersigned, the duly qualified and acting Secretary of the State Board of Regents of the State of Utah ("Board"), do hereby certify, according to the records of the Board in my official possession, and upon my own knowledge and belief, that in accordance with the requirements of Section 52-4-6(2), Utah Code Annotated 1953, as amended, I gave not less than twenty-four (24) hours public notice of the agenda, date, time, and place of the February 5, 1982, special public meeting held by the Board by: (a) causing a Notice of Public Meeting to be posted at the principal office of the Board at Room 204, 807 East South Temple, in Salt Lake City, Utah, on January 28, 1982, at least twenty-four (24) hours before the convening of the meeting, in the form attached hereto as Exhibit A_; said Notice of Public Meeting having continuously remained so posted and available for public inspection during the regular office hours of the Board until the convening of the meeting; and (b) causing a copy of the Notice of Public Meeting in the form attached hereto as Exhibit A to be provided on January 28, 1982, at least twenty-four (24) hours before the convening of the meeting, to The Salt Lake Tribune, a newspaper of general circulation within the geographic jurisdiction of the Board, and to each local media correspondent, -3- 178 newspaper, radio station or television station which has requested notification of meetings of the Board. IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of the State Board of Regents of the State of Utah, this 5th day of February, 1982. Secretary, State Board ofRegents of the State of Utah [AFFIX SEAL HERE1 179 The Vice Chairman then announced that the Board would consider the adoption of a resolution relating to the Board's Student Loan Purchase Program and to the issuance by the Board of i t s Student Loan Notes in connection therewith. The Vice Chairman then announced that Morgan Guaranty Trust Company of New York, as Agent for certain banks, had presented to the Board a First Amendment, dated February 1, 1982, to the Revolving Credit Commitment and Agency Agreement dated as of August 15, 1981, among the Board, the banks l i s t ed on the signature pages thereof and Morgan Guaranty Trust Company of New York, as Agent, pursuant to which an additional $15,000,000 would be made available to the Board ureter the existing revolving credit f a c i l i t y through an increase of $5,000,000 in the commitment of Morgan Guaranty Trust Company of New York and a new commitment of $10,000,000 by an additional bank, Continental I l l i n o i s National Bank and Trust Company of Chicago. Copies of the First Amendment were presented to the Board by the Chairman and were reviewed and discussed. Thereupon, the following resolution authorizing the execution of said First Amendment and the delivery of an additional $15,000,000 Student Loan Notes was introduced in written form by W. Hughes Brockbank and was read in f u l l . The resolution was then discussed by interested persons at the meeting. At the conclusion of the discussion the resolution, pursuant to motion made by Neal A. Maxwell and seconded by J. Lynn Dougan, was adopted by the following vote: - 5 - 180 Aye: Blackham Brockbank Buckner Dougan Gardner Harris Hatch Lunt Mariani Maxwel1 Newey Owens Plowman Sloan May: None The resolution was thereupon signed by the Chairman, attested by the Secretary and ordered recorded in the official minutes of the Board. The resolution is as follows: [The resolution is filed in the Office of the Commissioner. ] ( - 6 - 181 The following resolution was introduced in written form by W. £ Hughes Brockbank, and after f u l l discussion, pursuant to motion made by Jay Dee Harris and seconded by Rex G. Plowman, was adopted by the following vote: Aye: Blackham Brockbank Buckner Dougan Gardner Harris Hatch Lunt Mariani Maxwel 1 • Newey Owens Plowman Sloan Nay: None. The resolution was thereupon signed by the Chairman, attested by the Secretary and ordered recorded in the official minutes of the Board. The resolution is" as follows: . 7 . 182 A_ RESOLUTION authorizing the execution by the Commissioner of Higher Education and Chief Executive Officer and Secretary of the Board of an arbitrage certificate in connection with the use and investment of the proceeds of the $15,000,000 Student Loan Notes of the State Board of Regents of the State of Utah, and authorizing the execution of any other necessary certificates in connection with the issuance and delivery of such notes. *## #** *** WHEREAS the State Board of Regents of the State of Utah ("Board") on August 31, 1981 adopted *the Resolution Providing for the Issuance of Student Loan Notes ("Note Resolution") and on February 5, 1982 adopted a resolution amending the Note Resolution and authorizing the issuance, sale and delivery of $15,000,000 Student Loan Notes ("Notes") and now desires to authorize: (a) the execution by the Commissioner of Higher Education and Chief Executive Officer and the Secretary of the Board of an arbitrage certificate in order to make certifications and representations required pursuant to Section 103(c) of the Internal Revenue Code of 1954, as amended, and (b) the execution and delivery of any other necessary certificates in connection with the issuance and delivery of the Notes; WHEREAS, there have been presented to this Board copies of Draft No. 1, dated January 28, 1982, of such an arbitrage certificate; -8- 183 NOW, THEREFORE. BE IT RESOLVED BY THE STATE BOARD OP REGENTS OP THE STATE OP UTAH, as follows: Section 1. That the Commissioner of Higher Education and Chief Executive Officer and the Secretary of the Board are hereby authorized and directed to execute and deliver an arbitrage certificate with respect to the Notes in substantially the following form with such changes as said officers shall approve, their approval to be evidenced by signing said certificate: • & , [The Arbitrage Certificate is filed in the Office of the Commissioner] - 9 - 184 Section 2. That the Chairman, Commissioner of Higher Education, Secretary, and Treasurer of the Board are hereby authorized and directed to execute and deliver any other certificates which may be required to be given by or on behalf of the Board in connection with the issuance and delivery of the $15,000,000 Notes. Section 3.* That all resolutions and parts thereof, in conflict herewith are, to the extent*of such- conflict, hereby repealed. Section _4. That this resolution shall take immediate effect. ADOPTED AND APPROVED this ,5th day of February, 1982. v Chairman Attest: / Se-cretary [SEAL] -10- 185 The Vice Chairman then announced that the Board should convene in its capacity as the Utah Higher Education Assistance Authority for the purpose of considering the adoption of a resolution relating to the Guaranteed Student Loan Program of the Authority and to the Student Loan Purchase Program of the Board. A motion was made by Regent Wayne Owens to adjourn as the Utah State Board of Regents and convene as the Utah Higher Education Assistance Authority, Regent J. Lynn Dougan seconded, and the motion was adopted by the unanimous vote of those present and voting. The following resolution was introduced in written form by Vice Chairman Brockbank, and after full discussion, pursuant to motion made by Regent Owens and seconded by Regent Dougan, was adopted by the following vote: Aye: Blackham Brockbank Buckner Dougan Gardner Harri s Hatch Lunt Mari an i Maxwel1 Newey Owens Plowman Sloan Nay: None -11- 186 The resolution was thereupon executed by the Chairman, attested by the Secretary, and ordered recorded in the official minutes of the authority. The resolution is as follows: -12- 187 RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF CERTIFICATES REQUIRED IN CONNECTION WITH ISSUANCE OF STUDENT LOAN NOTES A RESOLUTION relating to the Guaranteed Student Loan Program of the Utah Higher Education Assistance Authority, authorizing certain officers of the State Board of Regents of the State of Utah to execute and deliver on behalf of the Utah Higher Education Assistance Authority any certificates required in connection with the issuance of Student Loan Notes by the Board. *** *** *** WHEREAS the Utah Higher Education Assistance Authority ("Assistance Authority") has been created pursuant to the provisions of Chapter 47a of Title 53, Utah Code Annotated 1953, as amended ("Act"), with authority to guarantee 100% of the principal of an interest on loans made by eligible lending institutions to eligible students attending certain educational institutions ("Student Loans"); and WHEREAS the Assistance Authority has undertaken a program ("Guarantee Program") pursuant to the provisions of the Act for the guaranteeing of Student Loans in order to accomplish the purposes for which the Act was enacted; and WHEREAS the State Board of Regents of the State of Utah ("Board") is undertaking to issue additional Student Loan Notes in further-ance of its Student Loan Purchase Program, and in connection therewith - 1 3 - 188 will need to receive one or more certificates of the Assistance Authority with respect to matters relating to the Guarantee Program, and it is considered necessary and desirable to authorize the appropriate officers of the Board on behalf of the Assistance Authority to execute and deliver such certificate or certificates; NOW, THEREFORE, BE IT RESOLVED BY THE STATE BOARD OF REGENTS OF THE STATE OF UTAH, acting in its capacity as the Utah Higher Education Assistance Authority, as follows: Section 1. That in connection with the issuance by the Board of its Student Loan Notes, the Chairman or the Commissioner of Higher Education may execute and deliver on behalf of the Assistance Authority •I any certificate or certificates which may be required in connection with the delivery of such notes. Section 2. That all resolutions or parts thereof in conflict herewith, be and the same are to the extent of such conflict hereby repealed and that this resolution shall become effective immediately after its adoption. ADOPTED AND APPROVED this 5th day of February, 1982. y Chairman Attest: / / Secretary ^ -14- [SEAL] 189 # on Thereupon/motion made by Robert I. Newey and seconded by E. LaMar Buckner, the meeting of the State Board of Regents of the State of Utah was adjourned. Chairman Attest: Secretary -15- 190 STATE OP UTAH ) COUNTY OP SALT LAKE ) I, the undersigned, hereby certify that I am the duly qualified and acting Secretary of the State Board of Regents of the State of Utah. I further certify that the above and foregoing constitutes a true and correct copy of the minutes of a special public meeting of the Board held on February 5, 1982, three and of txax. resolutions adopted at said meeting, as said minutes and resolutions are officially of record in my possession. IN WITNESS WHEREOF. I have hereunto subscribed my official signature and impressed hereon the official seal of said Board this 5th day of February, 1982. L-r-^r^t /•S^ Slf • . Si I /Secretary [AFFIX SEAL HERE] PCM:vs 1-28-82