MINUTES OF MEETING OF THE
PRIVATE COLLEGES AND UNIVERSITIES AUTHORITY
A meeting of the Private Colleges and Universities Authority (the “Authority”) was held on Thursday, May 5, 2021 at 11:00 a.m., in person at the offices of the law firm of Alston & Bird LLP (“Alston & Bird”), at 1201 West Peachtree Street. Atlanta, Georgia. and also by Zoom virtual conference and by telephone conference. Members Ray Cobb, Joe Evans, George Andrews, and Jim Lientz were present in person.
Amber Pelot of Alston & Bird, as counsel to the Authority and Cindy Hamilton, were present in person. Present by Zoom virtual conference:
The Corporation of Mercer University Jim Netherton
- Matt Hall
- Julie Davis
Butler Snow (Bond Counsel on Behalf of Mercer University)
- Blake Sharpton
Murray Barnes Finister LLP
- Caroline Loftin
- Lee White
- Brad Gysin
- Linda Eremita
- Gary Nowicki
Call to Order
Chairman Cobb called the meeting to order. All members introduced themselves.
Approval of Minutes of October 28, 2021 Meeting of the Authority
A motion was made by Mr. Evans and seconded by Mr. Lientz to approve the minutes of the October 28, 2021 meeting as presented to the members of the Authority. The motion was approved unanimously by the members of the Authority.
Review of Application (the “Application”) related to the issuance of the Private Colleges and Universities Authority’s Revenue Bonds (Mercer University Project). Series 2022, in an amount not to exceed $57,000,000, for the benefit of Mercer (the “Series 2022 Bonds”); Consideration and Approval of Inducement Resolution (the “Inducement Resolution”) and Bond Resolution (the “Bond Resolution”) for the benefit of Mercer related to the Series 2022 Bonds
Mr. Sharpton gave an overview of the application and Mercer transaction, as well as presented the Inducement Resolution and Bond Resolution. According to Mr. Sharpton, the Bonds are being issued in an amount not to exceed $57,000,000, and projects will include the construction of a new pharmacy building on Mercer’s Atlanta campus.
Mr. Cobb requested feedback from Mercer pertaining to the Authority’s newly-approved diversity policy. Dr. Netherton noted that Mercer will comply with PCUA diversity and inclusion procedure, and stated Mercer is inclusive in all aspects of the campus and is glad to track their MFBE status with respect to the project. Mr. Andrews asked additional questions regarding Mercer’s diversity efforts and policies. Mr. Andrews noted that he has been very impressed with Mercer’s diversity policies previously provided to the Authority.
A motion was made by Mr. Evans and seconded by Mr. Lientz to approve the Inducement Resolution. The motion was approved unanimously by the members of the Authority.
Following the unanimous approval of the Bond Resolution, the Mercer team and other guests exited the meeting.
Mr. Evans presented the Treasurer’s Report. Mr. Evans sent the Authority members the current bank statements for the Synovus checking account. Synovus money market account and Craft Bank account. Mr. Evans stated the transition from Morgan Stanley to Synovus is working well. Mr. Evans led a discussion among the Authority–members regarding the best use of the Authority’s funds, including potential investments in bonds. Ms. Pelot noted that the Authority has to comply with the State investment obligations, as detailed on the permitted investment list for the State and State agencies and authorities.
The Authority members then discussed how the Authority’s excess funds could be deployed to help private colleges and universities in Georgia that have never been able to access the Authority’s bonds. The Authority members decided to create a task force to address how to assist more private colleges and universities within the State, whether that is in the form of subsidizing costs for the application fee or bond issuance process, connecting the schools with underwriting teams or investors, or otherwise. The members discussed that there are at least 25 other schools that could be taking advantage of the Authority’s services.
The Authority then considered revising the Authority’s Policies and Procedures to permit only one authorized signatory to sign checks below a certain threshold for invoices that have been approved for payment by the Authority. Mr. Cobb proposed that the Authority’s policies and procedures be revised to allow only one authorized signatory to sign checks for payments below the threshold of $2.500, so long as the invoice for such payment was approved by the Authority via email or at a meeting of the Authority.
A motion was made by Mr. Lientz and seconded by Mr. Andrews to approve Mr. Cobb’s proposal, and the motion was approved unanimously by the members of the Authority.
The Authority members then approved the new personal expense reimbursement process of the Authority. Specifically, the Authority members decided that if they incur personal expenses while transacting approved business of the Authority (e.g. bank fees, website fees, etc.), then they will submit a reimbursement request (together with receipts) to email@example.com, and reimbursement checks will be processed.
A motion was made by Mr. Andrews and seconded by Mr. Lientz to adjourn the meeting. The motion was approved unanimously by the members of the Authority.
Mr. Cobb adjourned the meeting.