OFFICIAL PROCEEDINGS February 6, 2013 Regular Meeting

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1 WAYNE STATE UNIVERSITY Board of Governors OFFICIAL PROCEEDINGS February 6, 2013 Regular Meeting The meeting was called to order at 3:00 p.m. by President Allan Gilmour in Room B/C of the McGregor Memorial Conference Center. Secretary Miller called the roll. A quorum was present, with the following Board members in attendance: Governors Dingell and Driker (via telephone), Dunaskiss, Massaron, Nicholson, O'Brien, Pollard and Trent; and President Gilmour Also present: Deputy President Vroom, Vice Presidents Lessem, Lindsey, Nork, Ratner, Ripple, Staebler and Wright; and Secretary Miller Governor Dingell welcomed three new members of the Board of Governors. Governor Sandra O'Brien and Governor Kimberly Trent, a WSU alumna, were elected in the November 2012 statewide general election. Governor David Nicholson, who was sworn in shortly before the Board meeting, was appointed by Governor Snyder to complete Governor Karmanos' term. Governor Dingell welcomed her new colleagues and said the Board will continue to work together for the future of Wayne State University. ELECTION OF OFFICERS Governor Massaron proposed that the rules be suspended and that the Chair of the Board, the Vice Chair, the Secretary and the Treasurer for 2013 be nominated in one motion. ACTION - Upon motion by Governor Massaron and seconded by Governor Dunaskiss, the nominations were closed and the Board of Governors unanimously elected its officers of the Board for 2013 as follows: Chair of the Board - Debbie Dingell Vice Chair of the Board - Gary Pollard Treasurer of the Board - Richard Nork Secretary to the Board - Julie H. Miller

2 Official Proceedings - February 6, APPROVALOFCONSENTAGENDA ACTION - Upon motion by Governor Pollard and seconded by Governor Massaron, the Consent Agenda was approved with the exception of the item on Authorization to Sell Bonds, which will be taken up separately. The motion was adopted unanimously. Board 1. Approval of the Official Proceedings of December 5, 2012 Budget and Finance Committee 2. Advanced Technology Education Center at Macomb Extension Center 3. Student Center Building Renovation 4. Data Center 'Chiller Replacement The individual motions for each item on the Consent Agenda are detailed below: Approval of the Official Proceedings of the December 5, 2012 Meeting (Board) ACTION - Upon motion by Governor Pollard and seconded by Governor Massaron, the Official Proceedings of the December 5, 2012 Regular Board meeting were approved as submitted. The motion was adopted unanimously. Advanced Technology Education Center at Macomb Extension Center (Budget and Finance Committee) Since 2007 Wayne State University has implemented an expansion strategy at the University Center of Macomb Community College, resulting in an enrollment increase from 880 in 2007 to 1685 in To accommodate additional expansion, WSU purchased a one-story property in Warren at East 12 Mile Road directly across from the MCC South campus for the Advanced Technology Education Center (ATEC). When renovation is completed, the center will focus on computer science, business, and advanced manufacturing, and will provide a site for research, program development, and delivery of electric and automotive battery technologies. Faculty and students will have opportunities to interact with the General Motors Tech Center, TACOM, Ford, and Chrysler. The new ATEC will also provide Macomb County residents an opportunity to attain a four-year degree in Macomb County and help to further increase enrollment. ACTION - Upon motion by Governor Pollard and seconded by Governor Massaron, the Board of Governors authorized the President, or his designee, to award contracts up to $750,000 to complete design phase activities for the eventual construction of the Advanced Technology Education Center (ATEC) in Macomb County. Funding for the design

3 Official Proceedings - February 6, (/ phase will be provided from Extension Center carry-forward balances, which totaled $3.2 million on September 30, Total project costs are expected to be approximately $12 million and will be funded by debt and Extension Center carry-forward balances. The motion was adopted unanimously. Student Center Building Renovation (Budget and Finance Committee) The Student Center Building was completed in 1969 and has not undergone any major renovation or improvement since. As a result, the building no longer meets the demands of on-campus student life. Plans are to renovate the food court and student activity areas from the basement through the third floor, expand the building footprint by enclosing the exterior colonnade on Gullen Mall for interior space, renovate the entrances, and improve the mechanical and electrical systems. ACTION - Upon motion by Governor Pollard and seconded by Governor Massaron, the Board of Governors authorized the President, or his designee, to award contracts up to $1.3 million to complete design phase activities for the renovation of the Student Center Building. Funding for this project will be provided from the reserve for non-recurring projects ($10.5 million on November 30, The total project is expected to cost about $23 million and will be funded by a combination of debt and philanthropy. The motion was adopted unanimously. Data Center Chiller Replacement (Budget and Finance Committee) The content of the data center at 5900 Woodward has grown due to consolidation of the IT infrastructure, and as a result, additional electrical power capacity is required. A plan was developed in 2010 to upgrade the electrical service station at a cost of over $7 million. During 2012, however, the administration began to explore alternatives and determined that replacing the electric chiller with a gas-fired chiller would reduce the peak electrical load in the data center by 15-20% and enable the University to postpone more significant upgrades for several years. ACTION - Upon motion by Governor Pollard and seconded by Governor Massaron, the Board of Governors authorized the President, or his designee, to award contracts to replace the chiller and related equipment at the Data Center for a project cost not to exceed $865,000. Funding for this project will be provided from C&IT and University deferred maintenance reserves whose combined balance was $5.1 million as of January 15, The motion was adopted unanimously. AUTHORIZATION TO SELL BONDS Vice President Nork introduced the administration's proposal to issue $92 million in general revenue bonds, $90 million of which would be used for several capital

4 Official Proceedings - February 6, projects and $2 million to cover the bond issuance case. Among the major projects to be funded by the bonds would be the completion of the Multidisciplinary Biomedical Research Building, renovations to the Student Center Building, construction of a new Science and Engineering Laboratory classroom building and the Macomb Advanced Technology Education Center, renovations to existing research laboratories, and extensive renovations to the Manoogian classroom building. ACTION - Upon motion by Governor Massaron and seconded by Governor Pollard, the Board of Governors adopted the Resolution authorizing the issuance of up to $92,000,000 of Wayne State University general revenue bonds, with a term of up to 32 years. This amount represents the first phase of a two-part Capital Project financing plan and includes $90 million to fund specific projects and $2 million for bond closing costs and contingencies. Planned usage of these funds and associated debt service is shown in Exhibit A as presented. The motion was adopted unanimously. The Resolution of the Board of Governors of Wayne State University Authorizing the Issuance and Delivery of General Revenue Bonds and Providing for other Matters Relating Thereto reads as follows: WHEREAS, the Board of Governors of Wayne State University (the "Board") is a constitutional body corporate established pursuant to Article VIII, Section 5 of the Michigan Constitution of 1963, as amended, with general supervision of Wayne State University (the "University") and the control and direction of all expenditures from the University's funds; and WHEREAS, the Board proposes to undertake the proposed projects described on Exhibit A attached hereto, together with other projects to be subsequently approved by the Board and designated to be financed, in whole or in part from the proceeds of the bonds authorized hereby (the "Projects"); and WHEREAS, the Board has previously issued its General Revenue Bonds in several outstanding series (collectively, the "Prior Obligations"), and it may be appropriate and economic to refund all or any portion of the outstanding principal maturities of those Prior Obligations (the Prior Obligations, if any, to be refunded to be determined by an Authorized Officer (hereinafter defined) and to be herein called the "Bonds to be Refunded"); and WHEREAS, in the exercise of its constitutional duties, and in order to prudently control and direct expenditures from the University's funds, the Board determines it is necessary and desirable to authorize the issuance and delivery of the Board's General Revenue Bonds (the "Bonds") in one or more series, some or all of which may be tax-exempt and some or all of which may be taxable, in order to provide funds which, together with other available funds, will be used to pay all or a portion

5 Official Proceedings - February 6, of the costs of the Projects and the costs of refunding the Bonds to be Refunded, if any, to fund capitalized interest, if applicable, and costs incidental to the issuance of the Bonds and the refunding, including swap termination costs and insurance premiums, if appropriate; and WHEREAS, a trust indenture or indentures (collectively, the 'Trust Indenture") must be entered into by and between the Board and trustee (the "Trustee"), to be designated by an Authorized Officer, pursuant to which the Bonds will be issued and secured; and WHEREAS, it is necessary to authorize the Authorized Officers to select an investment banking firm or firms (collectively, the "Underwriter'') to act as underwriter for the Bonds, and to negotiate the sale of the Bonds with the Underwriter or with a direct placement lender to be selected by an Authorized Officer (the "Purchaser") and to enter into a bond purchase agreement or agreements ( collectively, the "Bond Purchase Agreement") with the Underwriter or Purchaser and, if deemed appropriate, a remarketing agreement or agreements ( collectively, the "Remarketing Agreement") with the Underwriter, setting forth the terms and conditions upon which the Underwriter or Purchaser will agree to purchase the Bonds and the interest rates thereof and the purchase price therefor; and WHEREAS, in order to be able to market the Bonds at the most opportune time, it is necessary for the Board to authorize the President and the Vice President for Finance and Business Operations, Treasurer and Chief Financial Officer ( each an "Authorized Officer"), or either of them, to undertake some or all of the following actions: designate the Trustee, negotiate, execute and deliver on behalf of the Board the Trust Indenture, establish the specific terms of the Bonds, accept the offer of the Underwriter or Purchaser to purchase the Bonds, which may, if determined appropriate by an authorized Officer, be on a "forward purchase" basis, to publish any Notice of Sale required for the sale of any portion of the Bonds, obtain a policy of bond insurance or a credit or liquidity facility for all or a portion of the Bonds, enter into and subsequently terminate rate lock agreements or other interest rate swap arrangements with respect to the Bonds, all as may be deemed necessary and desirable by an Authorized Officer and within the limitations set forth herein; and WHEREAS, the financing of the Projects, the refunding of the Bonds to be Refunded, and the other actions as provided herein, will serve proper and appropriate public purposes; and WHEREAS, the Board has full power under its constitutional authority and supervision of the University, and control and direction of expenditures from the University funds, to acquire and construct the Projects, to refund the Bonds to be Refunded, to enter into and to terminate interest rate swaps, and to pay all or part of the cost of the acquisition, construction and installation of the Projects, the

6 Official Proceedings - February 6, refunding and swap terminations through the issuance of the Bonds, and to pledge General Revenues for payment of the Bonds: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF GOVERNORS OF WAYNE STATE UNIVERSITY, AS FOLLOWS: 1. The Board hereby approves the Projects as set forth in Exhibit A attached hereto, and authorizes the Authorized Officers, or either of them to proceed with the Projects and each component thereof. The Board may subsequently approve additional components of the Projects and specify that such additional Projects components shall be financed in whole or in part from the proceeds of the Bonds. Either Authorized Officer is authorized to determine the specific amount of the cost of each component of the Projects to be financed from the proceeds of the Bonds. 2. The Board hereby approves the refunding of the Bonds to be Refunded and authorizes the Authorized Officers, or either of them, to select none, all or a portion of the Prior Obligations to constitute the Bonds to be Refunded, based on whether such refunding is expected to produce debt service savings or a more favorable debt service structure, to fund, if deemed appropriate, a portion of the costs of the refunding from available funds of the University and the balance of such costs from the proceeds of the Bonds, and to proceed with the refunding. 3. The Board hereby authorizes either of the Authorized Officers to effect the termination of any interest rate swap previously entered into in relation to any of the Bonds to be Refunded, or in relation to any other of the Prior Obligations, in each case which the Authorized Officer determines is in the best interests of the Board and the University, and to pay any costs associated with such termination from available funds of the University or from the proceeds of the Bonds. 4. The Board hereby authorizes the issuance, execution and delivery of the Bonds of the Board in one or more series to be designated GENERAL REVENUE BONDS, with appropriate series designations, in the aggregate original principal amount to be established by an Authorized Officer, but not to exceed the principal amount necessary to produce proceeds of Ninety Two Million Dollars ($92,000,000), plus the amount necessary to accomplish the refunding of the Bonds to be Refunded, if any, and the termination of any interest rate swaps as provided above, to be dated as of the date or dates established by an Authorized Officer, for the purpose of providing funds which, together with other available funds, will be used to pay all or a portion of the costs of the Projects, the costs of repaying, with interest, any advances previously drawn under the line of credit (the "Line of Credit") previously authorized by the Board for the temporary financing of costs associated with the Projects, the costs of refunding the Bonds to be Refunded, if any, capitalized interest for such period, if any, as an Authorized Officer may deem appropriate, costs of terminating interest rate

7 Official Proceedings - February 6, swaps as provided herein, and costs incidental to the issuance of the Bonds and the refunding, including insurance premiums or fees and expenses associated with credit or liquidity facilities, if appropriate. The Bonds shall be serial Bonds or term Bonds, which may be subject to redemption requirements, or both, as shall be established by an Authorized Officer, but the first maturity shall be not earlier than May 1, 2013 and the last maturity shall be no later than December 31, The Bonds may bear no interest or may bear interest at stated fixed rates for the respective maturities thereof as shall be established by an Authorized Officer, but the highest yield ( computed using the stated coupon and the stated original offering price) for any maturity shall not exceed 5.50% per annum for tax-exempt bonds or 7.50% per annum for taxable bonds, and the Bonds may be issued in whole or in part as capital appreciation bonds, which for their term or any part thereof bear no interest but appreciate in principal amount over time at compounded rate (not in excess of 5.50% per annum for taxexempt bonds or 7.50% per annum for taxable bonds) to be determined by an Authorized Officer. Alternatively, all or part of the Bonds may bear interest at a variable rate of interest for all or a portion of their term, and the variable rate of interest shall not exceed the lesser of 18% per annum, the maximum rate permitted by law or the maximum rate to be specified in the Trust Indenture. The Bonds may be subject to redemption or call for purchase prior to maturity at the times and prices and in the manner as shall be established by an Authorized Officer, but no redemption premium shall exceed 3% of the principal amount being redeemed, unless the premium is established as a "make-whole" amount, in which case the premium may not exceed 25%. Interest on the Bonds shall be payable at the times as shall be specified by an Authorized Officer. The Bonds shall be issued in fully registered form in denominations, shall be payable as to principal and interest in the manner, shall be subject to transfer and exchange, and shall be executed and authenticated, all as shall be determined by an Authorized Officer and provided in the Trust Indenture. The Bonds shall be sold to the Underwriter or Purchaser pursuant to the Bond Purchase Agreement for a price to be established by an Authorized Officer (but the Underwriter's or Purchaser's discount, exclusive of original issue discount, shall not exceed 2.0% of the principal amount thereof) plus accrued interest, if any, from the dated date of the Bonds to the date of delivery thereof. In relation to the debt service on the Bonds, or in relation to all or any portion of the Prior Obligations, either of the Authorized Officers may, on behalf of and as the act of the Board, at any time execute and enter into and subsequently terminate one or more interest rate swaps (including basis swaps), rate-locks, caps, forward starting swaps, options, swaptions or similar agreements ( collectively, the "Swap Agreement") with a counter-party or counter-parties to be selected by the Authorized Officer. Such Swap Agreement shall provide for payments between the Board and the counter-party related to interest on all or a portion of the Bonds or the Prior Obligations, or to indexed or market established rates. If the Swap Agreement is entered into in connection with the issuance of Bonds, the expected effective interest rates on the Bonds, taking

8 Official Proceedings - February 6, into account the effect of the Swap Agreement, shall be within the limitations set forth herein. The termination of any Swap Agreement in the future may result in a termination payment due by the University, which is hereby authorized to be paid by either of the Authorized Officers from available funds of the University, from the proceeds of the Bonds, or from the proceeds of the Line of Credit. Any or all of the Bonds may be made subject to tender for purchase at the option of the holder thereof. The obligation of the Board to purchase any such Bonds made subject to tender options may be made payable from available cash reserves of the University, subject to such limitations as may be specified in the Trust Indenture, or may be made payable from a letter of credit, line of credit or other liquidity device ("the Liquidity Device"), or from the proceeds of general revenue bonds to be issued in the future, all as shall be determined by an Authorized Officer and provided for in the Trust Indenture. Any reimbursement obligation for draws under the Liquidity Device shall be a limited and not general obligation of the Board, payable from and secured by a pledge of General Revenues (hereinafter defined). Either Authorized Officer is authorized to execute and deliver, for and on behalf of the Board, any agreements or instruments necessary to obtain, and provide for repayments under, any Liquidity Device deemed by such officer to be required for the purposes of this Resolution. 5. The Bonds and the obligations of the Board under any Swap Agreement or Liquidity Device, if either or both is entered into, shall be limited and not general obligations of the Board, payable from and secured by a lien on the General Revenues (as shall be defined in the Trust Indenture to include generally student tuition and other fees, housing and auxiliary revenues, unrestricted gifts and grants, unrestricted investment income and other miscellaneous revenues, subject to certain reductions, limitations and exceptions), and funds from time to time on deposit in certain funds created pursuant to the Trust Indenture, the Swap Agreement or agreements entered into in connection with any Liquidity Device. The lien on General Revenues created pursuant to this paragraph shall be on a parity basis with the lien thereon securing any of the Prior Obligations; provided, however, that if determined appropriate by an Authorized Officer, the lien securing the Board's obligations under any Swap Agreement or Liquidity Facility may be subordinated to the lien securing the Bonds and the Prior Obligations, or such obligations may be unsecured. No recourse shall be had for the payment of the principal amount of or interest or premium on the Bonds, any obligation under any Swap Agreement or Liquidity Device, or any claim based thereon, against the State of Michigan, or any member, officer or agent of the Board or the State, as individuals, either directly or indirectly, nor, except as provided herein, against the Board, nor shall the Bonds and interest with respect thereto or any obligation under any Swap Agreement or Liquidity Device become a lien on or be secured by any property, real, personal or mixed of the State of Michigan or the Board, other than the

9 Official Proceedings - February 6, General Revenues and the moneys from time to time on deposit in certain funds established by the Trust Indenture, the Swap Agreement or agreements entered into in connection with any Liquidity Device. 6. The right is reserved to issue additional bonds, notes or other obligations payable from and secured on a parity basis with the Bonds from the General Revenues, upon compliance with the terms and conditions as shall be set forth in the Trust Indenture. 7. Either Authorized Officer is hereby authorized and directed, in the name and on behalf of the Board, and as its corporate act and deed, to select the Trustee, and to negotiate, execute and deliver the Trust Indenture in the form as an Authorized Officer may approve upon recommendation of legal counsel, which approval shall be conclusively evidenced by the execution of the Trust Indenture, all within the limitations set forth herein. 8. Either Authorized Officer is hereby authorized and directed, in the name and on behalf of the Board, and its corporate act and deed, to select the Underwriter or Purchaser, to negotiate, execute and deliver the Bond Purchase Agreement with the Underwriter or Purchaser, and the Remarketing Agreement, if necessary, with the Underwriter, setting forth the terms of the Bonds and the sale thereof, all within the limitations set forth herein. In the alternative, if determined appropriate by either Authorized Officer, selection of the Underwriter and setting of the terms for all or any portion of any series of the Bonds may be made through a competitive sale or other bidding process, and either of the Authorized Officers is authorized to accept the winning bid or offer of the Underwriter for the purchase of the Bonds. 9. Either Authorized Officer is hereby authorized, empowered and directed, in the name and on behalf of the Board, and as its corporate act and deed, to execute the Bonds by placing his or their manual or facsimile signature or signatures thereon, and to deliver the Bonds to the Underwriter or Purchaser in exchange for the purchase price thereof, as provided in the Bond Purchase Agreement. 10. Either Authorized Officer is hereby authorized to cause the preparation of a Preliminary Official Statement and an Official Statement with respect to the Bonds, to deem such statements "final" in accordance with applicable law, and to execute and deliver the Official Statement. In the event that all or a portion of any series of the Bonds is to be sold by means of a competitive sale or bidding process, as provided in this Resolution, either Authorized Officer is authorized to prepare and publish or cause to be published, or otherwise distribute, in such manner as an Authorized Officer shall determine, a Notice of Sale for such Bonds. Either Authorized Officer, the University's financial advisor and the Underwriter are each authorized to circulate and use, in accordance with applicable law, the Notice of Sale, the Preliminary Official Statement and the

10 Official Proceedings - February 6, Official Statement in connection with the offering, marketing and sale of the Bonds. 11. The President, the Vice President for Finance and Business Operations, Treasurer and Chief Financial Officer, the Assistant Treasurer and any other appropriate officer of the Board or the University are each hereby authorized to perform, execute and deliver, for and on behalf of the Board, all acts, deeds, instruments and documents as may be 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, and ongoing administration, of the Bonds or the Trust Indenture, as contemplated hereby, including, if deemed appropriate, an escrow deposit agreement with an escrow agent to be designated by an Authorized Officer. Each Authorized Officer is hereby authorized to designate and empower the escrow agent or the Underwriter or Purchaser to subscribe for United States Treasury Obligations, State and Local Government Series, on behalf of the Board, as may be necessary in connection with any refunding authorized hereby. 12. Either Authorized Officer is authorized to acquire a commitment or commitments for bond insurance for the Bonds, and if such insurance is deemed cost effective, to accept a commitment on behalf of the Board and to cause the premium with respect thereto to be paid from Bond proceeds as part of the costs of issuance. 13. The Vice President for Finance and Business Operations, Treasurer and Chief Financial Officer is hereby authorized and delegated the power to issue a declaration of intent to reimburse the University from Bond proceeds for any expenditures with respect to the Projects incurred prior to the issuance of the Bonds, and for future projects to be funded with the proceeds of future bond issues, all in accordance with I.RS. Regulation In accordance with the requirements of Rule 15c2-12 of the United States Securities and Exchange Commission, the Board may be required in connection with the issuance of the Bonds to enter into a Disclosure Undertaking for the benefit of the holders and beneficial owners of the Bonds. Either Authorized Officer is authorized to cause to be prepared and to execute and deliver the Undertaking on behalf of the Board. 15. Following delivery of the Bonds, either Authorized Officer is authorized to take any action or to evidence any action required or permitted to be taken by the Board under the Trust Indenture, the Swap Agreement, the Liquidity Device or the Line of Credit. 16. The Vice President for Finance and Business Operations, Treasurer and Chief Financial Officer is authorized to publish notice of and conduct a public hearing with respect to the issuance of tax-exempt Bonds, if applicable, for that portion

11 Official Proceedings - February 6, of the Projects that will be used by private entities, all in accordance with requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended. 17. This resolution shall be effective immediately upon adoption. All resolutions or parts of resolutions or other proceedings of the Board in conflict herewith are hereby repealed insofar as such conflict exists. EXHIBIT A PROPOSED PROJECTS Project 1. To fund a portion of the construction, furnishings and equipment for a new Multidisciplinary Biomedical Research facility of approximately 200,000 square feet and with a total cost of approximately $93,000,000. This construction project will include the renovation of an existing facility and the addition of a new facility of approximately 75,000 square feet, as well as demolition of an existing building on an adjacent site and improvements on the adjacent site to serve as a parking lot for the new facility. 2. To finance a portion of the renovation costs of the Student Center Building. This project has a total cost of $23 million. 3. To finance a portion of the renovation costs of the Macomb Extension Center project. This project has a total cost of $12 million and it will involve either the construction of a new 40,000 square foot building or renovation of an existing structure. 4. To finance classroom renovations in Manoogian Hall. 5. To finance a portion of the construction of new laboratory classrooms and renovation of research laboratories in the Physics, Engineering and Shapero buildings. This project has a total cost of $33.5 million. 6. To finance the Electrical Reliability project/contingency. Upgrade electrical infrastructure to improve service reliability by replacement of electrical service entrances and sub-stations, additional backup power generators and uninterruptible power supply equipment. Currently Estimated Costs To be Funded From Bond Proceeds* ~31,000,000 $18,000,000 $9,000,000 $6,000,000 $23,500,000 $2,500,000 Total $90,000,000

12 Official Proceedings - February 6, Project Currently Estimated Costs To be Funded From Bond Proceeds* * Exclusive of bond issuance expense and capitalized interest. PRESIDENT'S REPORT President Gilmour highlighted recent events and developments at Wayne State: On January 18, Wayne State hosted Secretary of Transportation LaHood, Governor Snyder, Mayor Bing, US Senators Levin and Stabenow, Congressmen John Dingell, Gary Peters and Sandy Levin, and Roger Penske and Kresge President Rip Rapson. Secretary LaHood announced a $25 million grant for the next stage of the M-1 Light Rail System along Woodward Avenue from downtown to the New Center area. Two of the stops will be at WSU, on Warren Avenue and Ferry Street. President Gilmour announced that Governor Emeritus Paul Hillegonds was appointed by Governor Snyder to head the Regional Transit Authority. A recent edition of Detroit 2020 showed a story on public safety in the Midtown area, highlighting WSU's Public Safety Department and Chief Tony Holt. Both the men's and women's basketball teams are in first place in their respective divisions. BOARD COMMITTEE REPORTS Two standing committees met during the morning session. The Academic Affairs committee heard an informational report on Undergraduate Student Success, detailing retention and graduation data and describing retention initiatives. The Budget and Finance Committee had four action items, three of which were approved as part of the Consent Agenda, and heard the informational reports listed below. A detailed report of the discussions for each agenda item can be found in the Minutes of each Committee. Contingency Reserve - There were no requests for transfers from the Contingency Reserve, and the FY 2013 balance remains at $202,366. FY 2012 Year-End Budget Report - Mr. Rob Kohrman presented the report comparing actual revenues and expenditures for the fiscal year with budget. For FY 2012, actual revenue total $554.9 million compared to actual expenditures of $ million, resulting in a $5.8 million decrease in General Fund net assets. The General Fund balance for FY 2012 is $115.91, with the entire amount committed from prior

13 Official Proceedings - February 6, encumbrances or for future commitments. Annual Report on the Long-Term Investment Program (for Endowment Funds) for FY 2012-The report was prepared by the Wayne State University Foundation's independent consultants, New England Pension Consultants (NEPC). The market value of the Fund's investments was approximately $259.1 million as of September 30, 2012, or a gain of 15. 7% before manager's fees. This represented a slightly better earning than the Foundation's peer groups, which experienced a gain of 15.4% before manager's fees. Purchasing Exceptions - Vice President Nork presented the report on purchasing exceptions for the first quarter of FY This is an informational report on sole source purchases over $25,000 that were awarded without competitive bids. RECOMMENDATIONS ADMINISTRATION AND REPORTS FROM THE UNIVERSITY The provost and vice presidents submitted the written informational reports listed below describing activities within their divisions. The reports are on file in the Office of the Secretary. Academic Affairs Informational Report - Student, Faculty and Academic Staff Achievements - Provost Vroom highlighted several items from the written report. Division of Research Informational Report New Awarded Research Grants Report Grants and Contracts Report Government and Community Affairs Report Development and Alumni Affairs Conflict of Interest Contracts The Board was asked to approve two contracts in which faculty members played an active part. This creates a potential conflict of interest. Michigan Conflict of Interest law requires specific sunshine procedures in order for a University employee, or a company owned by a University employee, to contract directly or indirectly with the University. The law requires disclosure of any pecuniary interest in the contract, and the disclosure must be made a matter of record in the Board's proceedings, including the name of the parties involved, and the terms of the contract. The contract must be approved by the Board with a vote of not less than two-thirds of the full membership of the Board in open session.

14 Official Proceedings - February 6, Magnetic Resonance Innovations, Inc. Vice President Ratner requested the Board's approval for a contract with an outside organization which is headed by a School of Medicine faculty member. The disclosures required by the Conflict of Interest Law are shown below: i. The parties involved in the contract are Wayne State University and MR Innovations. ii. The contract will provide that: a. The University shall perform an NIH research subcontract in an amount up to $26, (inclusive of standard NIH overhead costs). The University will retain ownership of its discoveries relating to the technology resulting from the Research Program. Any unused funds will remain with the prime contract at MR innovations; b. The term of the subcontract will extend through January 31, 2013 unless extended by the parties or NIH. The agreement may be terminated by the University in the event of an uncured breach of the agreement by the MR Innovations; c. An employee of WSU, Dr. Jaladhar Neelavalli from the Department of Radiology, will function as the principal investigator; other WSU employees will perform the subcontract work and part of the subcontract funds will support Dr. Haacke's work related to the contract at WSU. iii. MR Innovations is a small for-profit entity with stock. It is not a public company. It has no liquid assets. ACTION - Upon motion by Governor Dunaskiss and seconded by Governor Massaron, the Board of Governors authorized the President or his designee to enter into a subcontract agreement with Magnetic Resonance Innovations, Inc. (hereinafter "MR Innovations") related to a grant from the Natijonal Institutes of Health (NIIH). The motion was adopted with the following roll-call vote: Governor Dingell - yes Governor Driker- yes Governor Dunaskiss- yes Governor Massaron - yes Governor Nicholson - yes Governor O'Brien - yes Governor Pollard - yes Governor Trent - yes

15 Official Proceedings - February 6, University Contract for Services as an Arbitrator Vice President Lessem presented a contract for approval in which a part-time faculty member in the Criminal Justice Department recently served as an arbitrator in a labor arbitration. The disclosures required by the Conflict of Interest Law are shown below: 1. The parties involved in this contract are Wayne State University and Michael Falvo. 2. The financial consideration between the parties consists of $1, to be paid to Mr. Falvo, representing one-half of the fee for his services as the arbitrator of a grievance. 3. Mr. Falvo's pecuniary interest in this matter is that he is a member of the part-time faculty of the Criminal Justice Department, College of Liberal Arts and Sciences. 4. No University facilities or services are included in the contract or are used by Mr. Falvo in the performance of his arbitral duties. ACTION - Upon motion by Governor Driker and seconded by Governor Pollard, the Board of Governors authorized the President or his designee to contract with Mr. Michael Falvo for services as a labor arbitrator. The motion was adopted with the following roll-call vote: Governor Dingell - yes Governor Driker- yes Governor Dunaskiss- yes Governor Massaron - yes Governor Nicholson - yes Governor O'Brien - yes Governor Pollard - yes Governor Trent - yes Establishment of Endowment Funds Vice President Ripple presented the endowment funds listed below for approval. ACTION - Upon motion by Governor Pollard and seconded by Governor Dunaskiss, the Board of Governors established endowment funds that total $410,000 for the purposes presented. The motion was adopted unanimously. 1. The Kenneth K. Andrews, M.D., Endowed Scholarship for Post Baccalaureate Students in the School of Medicine. $25, The Brass Ring Endowed Scholarship in the Law School $30, The Alan Hugley Endowed Scholarship in the College of Liberal Arts and Sciences $30, The Robert Jampel, M.D., Ph.D., Endowed Fund for Educational Support in Ophthalmology $300, The Horst Uhr Endowed Travel Award in Art History $25,000

16 Official Proceedings - February 6, EXECUTIVE COMMITTEE Purchase of Property ACTION - Upon motion by Governor Pollard and seconded by Governor Dunaskiss, the Board of Governors authorized the President or his designee to purchase property at Woodward Avenue, Detroit Michigan, to house the Wayne State School of Social Work. The property is known currently as the Detroit Institute for Children Building. The motion was adopted unanimously. Campus Safety Ordinance ACTION - Upon motion by Governor Pollard and seconded by Governor Driker, the Board of Governors adopted the Campus Safety Ordinance. The motion was adopted unanimously. The full text of the Campus Safety Ordinance is as follows: CAMPUS SAFETY ORDINANCE It appearing to the Board of Governors of Wayne State University that provisions for the care, preservation, and protection of the property governed by the Board, and for the security and well being of persons on said property, are essential to promote the University's successful operation, to maintain good order, and to ensure against undue interference with the lawful activities of persons coming upon land governed by the Board, the Board hereby adopts the following ordinance: Section 1. Scope. This ordinance applies to all property owned, leased, or otherwise controlled by Wayne State University and applies to all individuals when present on such property, regardless of whether the individual has a concealed weapons permit or is otherwise authorized by law to possess, discharge or use any device referenced below. Section 2. Definitions. The word, 'firearm' as used in this ordinance is any weapon from which a dangerous projectile may be propelled by an explosive, or by gas or air, or any weapon that uses electro-muscular disruption technology. A pistol is any firearm less than 26 inches in length or with a construction or appearance that conceals it as a firearm.

17 Official Proceedings - February 6, Section 3. Possession of Firearms, Dangerous Weapons and Knives. Except as otherwise provided in Section 4 or 6, no person shall while on any property owned, leased, or otherwise controlled by Wayne State University: 1) possess or carry on his or her person any firearm, explosive or chemical weapon; 2) carry on his or her person any sword, switchblade knife, or other knife with a blade longer than three (3) inches. 3) carry on his or her person any other object or device with the intent of intimidating or injuring another person. Section 4. Transport. It shall be unlawful for any person to transport or to have in any vehicle a firearm unless the firearm is unloaded and carried in a locked container in the luggage compartment of the vehicle, with ammunition, if any, separately stored; provided that this provision shall not apply to individuals driving vehicles passing through the university on public streets that may intersect or border property owned, leased, or controlled by the university. Section 5. Discharge or Use of Firearms, Dangerous Weapons and Knives. Except as otherwise provided in Section 6, no person shall draw, brandish, discharge or openly carry any device listed in Section 3 on any property owned, leased or otherwise controlled by the university. Section 6. Exceptions. The above prohibitions shall not apply: 1) to University employees who are authorized by the University to possess and/or use such weapons, devices or substances; 2) to other non-university law enforcement officers or other non-university employees who are authorized by their employers to possess or use such weapons, devices or substances in the performance of their official duties; or 3) to a person who possesses or uses such weapons, devices or substances in connection with a research or regularly scheduled educational program authorized by the University, provided that the Chief of the Wayne State University Police Department has been advised at least one week in advance.

18 Official Proceedings - February 6, The Wayne State University Chief of Police may waive enforcement of one or more prohibitions on a case by case basis based on extraordinary circumstances. Any such waiver must be in writing, signed by the Chief, and must be limited in its scope and duration. A copy of such waiver will be provided to the President or his designee. The Chief of Police may impose certain restrictions upon individuals who are otherwise authorized to possess or use such devices pursuant to the preceding paragraph when the Chief determines such restrictions are appropriate under the circumstances. Section 7. Sanctions Upon conviction for any violation of this article, the violator shall be sentenced to a fine not to exceed $500. If the violator does not have an appropriate license for a firearm, or is otherwise unlawfully in possession of a weapon or device referenced in Section 3, the University may confiscate the weapon or device. This ordinance does not repeal, restrict, modify or otherwise affect any existing civil or university administrative policies or procedures applicable to the subject matter of this ordinance. Regardless of whether an individual has been prosecuted or convicted of a violation of this ordinance, and notwithstanding the existence, status or outcome of any criminal action, the University reserves the right to invoke such policies to the extent they may be applicable. Section 8. Repeal. Wayne State University's existing firearms ordinance, currently codified at WSUCA , is hereby repealed. ADJOURNMENT There being no further business, the meeting was adjourned at 4:15 p.m. Respectfully submitted, '.{.~,, H. Miller etary to the Board of Governors