CHAPTER 685

An Act to amend the Code of Virginia by adding in Title 28 thereof a
chapter numbered 8.2, containing sections numbered 28-80.28 through
28-80.88, so as to create the Virginia College Building Authority as a
public body corporate and a political subdivision and an agency and
instrumentality of the Commonwealth of Virginia, and prescribing
its membership, powers and manner of proceedings authorizing the
Authority to purchase certain bonds for certain educational purposes;
authorizing the Authority to issue its bonds; providing that the bonds
of the Authority shall not constitute a debt of the Commonwealth or
any agency or instrumentality thereof; making such bonds of the
Authority lawful investments; and to repeal Chapter $3.1 of Title 28
of the Code of Virginia, containing sections numbered 28-380.1 through
28-80.22, relating generally to the same matters. CH 419]

Approved April 6, 1966

Be it enacted by the General Assembly of Virginia:

1. That the Code of Virginia be amended by adding in Title 23 a chapter
oo 3.2, containing sections numbered 23-30.23 through 23-30.88, as
ollows:

§ 23-30.23. This chapter shall be known and may be cited as the
“Virginia College Building Authority Act of 1966.”

§ 23-30.24. It is hereby found, determined and declared that the
providing of funds for the construction of projects of capital improvement
at educational institutions within this State is or may be hindered. impeded
and delayed by the high financing costs resulting from the sale of bonds of
such educational institutions in the open market, and it is desirable that a
State agency be created as hereinafter provided, authorized to purchase
such bonds in order to serve educational institution purposes by financing
the construction of projects of capital improvement at less cost, thereby
facilitating such construction.

As used in this chapter, the following words and terms shall have
the following meanings unless the context shall otherwise indicate:

(a) The word “authority” shall mean the Virginia College Building
Authority created by § 23-30.25, or, if said Authority shall be abolished,
the board, body, commission, department or officer succeeding to the prin-
cipal functions thereof or to whom the powers given by this chapter to
the Authority shall be given by law. oo

(b) The words “educational institution” shall mean those institutions
enumerated in § 23-14 of the Code of Virginia, area vocational and tech-
nical schools established under Chapter sixteen of this title, and all other
schools owned and operated by the State in which a college education is
taught for less than four years.

(c) The word “project” shall have the same meaning as defined in
§ 23-15 of the Code of Virginia.

§ 23-30.25. The Virginia College Building Authority is hereby
created as a public body corporate and as a political subdivision and an
agency and instrumentality of the Commonwealth of Virginia, and as such,
shall have and is hereby vested with the powers, rights and duties here-
inafter conferred in this chapter.

The Virginia College Building Authority shall consist of the State
Treasurer, the State Comptroller and five additional members appointed
by the Governor, subject to confirmation by the General Assembly, if in
session when such appointments are made, and if not in session, at its
first session subsequent to such appointment, who shall serve at the
pleasure of the Governor. The initial members shall be the members of
the Authority heretofore appointed under the Virginia College Building
Authority Act of 1964 for the terms appointed pursuant to that act and
until their successors shall be appointed and qualified. The successors of
each of the appointed members shall be appointed for a term of four
years, except that appointments to fill vacancies shall be made for the
unexpired terms. The members of the Authority, with the exception of
the chairman, the secretary and the assistant secretary, shall receive no
salaries but shall be paid their necessary traveling and other expenses in-
curred in attendance upon meetings, or while otherwise engaged in the
discharge of their duties, and the sum of twenty-five dollars a day for
each day or portion thereof in which they are engaged in the performance
of their duties except, however, that the State Treasurer and the State
Comptroller shall not be entitled to the per diem compensation. The secre-
tary and the assistant secretary may receive such compensation as the
Authority may provide.

The Governor shall appoint one member as chairman. who shall be
the chief executive officer of the Authority and who shall receive such
compensation as the Governor shall fix. Neither the State Treasurer nor
the State Comptroller shall be eligible to serve as chairman. Four members
of the Authority shall constitute a quorum for the transaction of all busi-
ness of the Authority. The Authority shall elect one member from the
group of five members appointed by the Governor as vice chairman, who
shall exercise the powers of the chairman in the absence of the chairman.
The Authority shall elect a treasurer, a secretary, and an assistant sec-
retary, each of whom may perform the duties and functions commonly
performed by such officers. All such officers, except the secretary and the
assistant secretary, shall be selected from members of the Authority. Each
member of the Authority hereafter appointed and the secretary and the
assistant secretary of the Authority shall execute a surety bond in such
penal sum as shall be determined by the Attorney General, each such surety
bond to be conditioned upon the faithful performance of the duties of his
office, to be executed by a surety company authorized to transact business
in the State of Virginia as surety and to be approved by the Attorney
General and filed in the office of the Secretary of the Commonwealth.

§ 23-30.26. The Authority shall manage and administer as herein-
after provided all assets, moneys or obligations that may be set aside and
transferred to it by the General Assembly. ;

§ 23-30.27. The Authority is authorized to purchase, with any funds
of the Authority available for such purpose, at public or private sale and
for such price and on such terms as it shall determine, bonds or other
obligations issued by educational institutions pursuant to Chapter 3 of
Title 23 of the Code of Virginia.

The Authority may pledge to the payment of the interest on and the
principal of any bonds of the Authority all or any part of the educational
institution bonds so purchased, including payments of principal and in-
terest thereon as they shall become due. The Authority may also, subject
to any such pledge, sell any such educational institution bonds so pur-
chased and apply the proceeds of such sale in the purchase of other like
educational institution bonds or for such purpose and in such manner as
shall be provided by any resolution authorizing the issuance of bonds of
the Authority.

§ 23-30.28. In order to provide funds for the purchase of educational
institution bonds as authorized by § 23-30.27, the Authority is hereby
authorized to provide by resolution, at one time or from time to time, for
the issuance of bonds of the Authority in such amount or amounts as the
Authority shall determine. Such bonds of the Authority shall be payable
solely from funds of the Authority, including, but without limitation,
(i) payments of principal of and interest on educational institution bonds
purchased by the Authority, (ii) the proceeds of the sale of any such edu-
cational institution bonds, (iii) payments of principal of and interest on
obligations transferred to the Authority by the General Assembly or from
other assets or moneys transferred to the Authority by the General Assem-
bly, (iv) the proceeds of the sale of any such obligations or assets, and
(v) the proceeds from the sale of bonds of the Authority. Bonds of the
Authority issued under the provisions of this chapter shall not be deemed
to constitute a debt of the Commonwealth or a pledge of the faith or credit
of the Commonwealth and all bonds of the Authority shall contain on the
face thereof a statement to the effect that neither the faith and credit, nor
the taxing power of the Commonwealth or of any political subdivision there-
of is, or shall be, pledged to the payment of the principal of or the interest
on such bonds.

The bonds of each issue shall be dated, shall bear interest at such rate
or rates not exceeding six per centum per annum, payable semiannually,
shall mature at such time or times, not exceeding forty years from their
date or dates, as may be determined by the Authority, and may be made
redeemable before maturity, at the option of the Authority, at such price
or prices and under such terms and conditions as may be fixed by the
Authority prior to the issuance of the bonds. The principal and interest
of such bonds may be made payable in any lawful medium. The Authority
shall determine the form of the bonds, including any interest coupons to
be attached thereto, and the manner of execution of the bonds, and shall
fix the denomination or denominations of the bonds and the place or places
of payment of principal and interest thereof, which may be at the office
of the State Treasurer or at any bank or trust company within or with-
out the State. In case any officer whose signature or a facsimile of whose
signature shall appear on any bonds or coupons shall cease to be such
officer before the delivery of such bonds such signature or such facsimile
shall nevertheless be valid and sufficient for all purposes the same as if
he had remained in office until such delivery. All revenue bonds issued
under the provisions of this chapter (other than bonds registered as to
principal or in registered form) shall have and are hereby declared to
have. as between successive holders, all the qualities and incidents of
negotiable instruments under the law of this State. The bonds may be
issued in coupon or in registered form, or both, as the Authority may
determine, and provisions may be made for the registration of any coupon
bonds as to principal alone and of registered bonds as to both principal
and interest, and for the reconversion of any bonds registered as to both
principal and interest into coupon bonds and for the exchange of either
coupon bonds or registered bonds without coupons for an equal aggregate
principal amount of other coupon bonds or registered bonds without
coupons or both of any denomination or denominations. The Authority
may sell such bonds in such manner, either at public or private sale, and
for such price as it may determine to be for the best interests of the Author-
ity but no such sale shall be made at a price so low as to require the pay-
ment of interest on the money received therefor at more than six per cen-
tum per annum computed with relation to the absolute maturity of the
bonds in accordance with standard tables of bond values, excluding, how-
ever, from such computations the amount of any premium to be paid on
redemption of any bonds prior to maturity. The proceeds of such bonds
shall be disbursed for the purposes for which such bonds shall have been
issued under such restrictions, if any, as the resolution authorizing the
issuance of such bonds or the trust indenture hereinafter mentioned may
provide. Prior to the preparation of definitive bonds, the Authority may
under like restrictions issue temporary bonds, with or without coupons,
exchangeable for definitive bonds when such bonds shall have been exe-
cuted and are available for delivery. The Authority may also provide for
the replacement of any bond which shall become mutilated or shall be
destroyed or lost. Such revenue bonds may be issued without any other
proceedings or the happening of any other conditions or things than the
proceedings, conditions, and things which are specified and required by
apter.

§ 23-30.29. In the discretion of the Authority, auy bonds issued
under the provisions of this chapter may be secured by a trust indenture
by and between the Authority and a corporate trustee, which may be any
trust company or bank having the powers of a trust company within or
without this State. Such trust indenture or the resolution providing for
the issuance of such bonds may pledge or assign all or any part of the
funds of the Authority available for such purpose, including, but without
limitation, (i) payments of principal of and interest on educational insti-
tution bonds purchased by the Authority, (ii) the proceeds of the sale of
any such educational institution bonds, (iii) payments of principal of and
interest on obligations transferred to the Authority by the General As-
sembly or from other assets or moneys transferred to the Authority by
the General Assembly, (iv) the proceeds of the sale of any such obligations
or assets, and (v) the proceeds from the sale of bonds of the Authority.
Such trust indenture or resolution providing for the issuance of such
bonds may contain such provisions for protecting and enforcing the rights
and remedies of the bondholders as may be reasonable and proper and not
in violation of law. Such trust indenture or resolution providing for the
issuance of such bonds may provide for the creation and maintenance of
such reserves as the Authority shall determine to be proper, and may
include covenants setting forth the duties of the Authority in relation to
the acquisition of any educational institution bonds, the substitution of
any educational institution bonds as security for the payment of the bonds
of the Authority, and the collection of payments of principal and interest
on any educational institution bonds and on any obligations or other assets
transferred to the Authority by the General Assembly. It shall be lawful
for any bank or trust company incorporated under the laws of the State
which may act as depository of the proceeds of bonds or of revenues to
furnish such indemnifying bonds or to pledge such securities as may be
required by the Authority. Any such trust indenture may set forth the
rights and remedies of the bondholders and the trustee, and may restrict
the individual right of action by bondholders. In addition to the foregoing,
any such trust indenture or resolution may contain such other provisions
as the Authority may deem reasonable and proper for the security of the
bondholders. All expenses incurred in carrying out the provisions of such
trust indenture or resolution may be treated as a part of the administration
costs of the Authority. Neither the resolution nor any trust indenture by
which a pledge is created need be filed or recorded except in the records
of the Authority.

§ 23-30.30. Any moneys or funds held by the Authority or by the
trustee under any trust indenture under the provisions of this chapter
may be invested and reinvested in securities that are legal investments
under the laws of the Commonwealth for moneys or funds held by

uciaries.

§ 23-30.31. In order to enable the Authority to carry out the purposes
for which it is established the Authority is vested with the powers of a
public body corporate, including the power to sue and be sued, to make
contracts, and to adopt and use a common seal and to alter the same, and
is authorized and empowered:

(a) To have perpetual succession as a public body corporate, and to
adopt bylaws and regulations for the conduct of its affairs;

(b) To maintain an office at such place or places as it may designate;

(c) To collect, or to authorize the trustee under any trust indenture
securing any bonds of the Authority to collect, as the same shall become
due, the principal of and the interest on all obligations transferred to the
Authority by the General Assembly ;

(d) To collect, or to authorize the trustee under any trust indenture
securing any bonds of the Authority to collect, as the same shall become
due, the principal of and the interest on all educational institution bonds
purchased by the Authority;

(e) To select in such manner as it deems fit, and to appoint and
employ financial experts, corporate depositories, trustees, paying agents,
attorneys, accountants, consulting engineers, construction experts and
such other employees and agents as may be necessary in the judgment of
the Authority, and to pay their compensation and reasonable expenses
either from moneys received by the Authority under the provisions of this
chapter, or from appropriations made by the General Assembly for such
purposes;

(f) To issue bonds of the Authority as authorized by this chapter, and
to refund any of such bonds;

(g) To receive and accept any grants, aid or contributions from any
source of either money, property, labor or other things of value, or to
reject the same in the judgment of the Authority; and

(h) To do any and all other acts and things necessary, appropriate,
incidental or convenient to carrying out the powers expressly granted in
this chapter.

§ 23-30.82. Any holder of bonds issued under the provisions of this
chapter or any of the coupons appertaining thereto, and the trustee under
any trust indenture, except to the extent the rights herein given may be
restricted by such trust indenture or the resolution authorizing the issuance
of such bonds, may, either at law or in equity, by suit, action, mandamus
or other proceeding, protect and enforce any and all rights under the laws
of the State of Virginia or granted hereunder or under such trust indenture
or the resolution authorizing the issuance of such bonds, and may enforce
and compel the performance of all duties required by this chapter or by
such trust indenture or resolution to be performed by the Authority or by
any officer thereof. ;

§ 28-80.88. The bonds issued by the Authority under the provisions
of this chapter, their transfer and the income therefrom, including any
profit made on the sale thereof, shall at all times be free and exempt from
taxation by the Commonwealth and by any municipality, county, or any
other political subdivision thereof. .

§ 23-30.34. All bonds issued by the Authority under the provisions
of this chapter are hereby made securities in which all public officers and
bodies of the Commonwealth, and all counties, cities and towns, and munici-
pal subdivisions, all insurance companies and associations, all savings banks
and savings institutions, including savings and loan associations, com-
mercial banks and trust companies, beneficial and benevolent associations,
administrators, guardians, executors, trustees and other fiduciaries in the
Commonwealth may properly and legally invest funds under their control.
Such bonds are hereby made securities which may properly and legally be
deposited with and received by any State or municipal officer or any agency
or political subdivision of the State for any purpose for which the deposit
of bonds or obligations is now or may hereafter be authorized by law.

§ 23-30.35. Any action taken by the Authority under the provisions
of this chapter may be authorized by resolution at any regular or special
meeting, and each such resolution shall take effect immediately and need
not be published or posted.

§ 23-30.36. On or before the last day of August in each year the
Authority shall make an annual report of its activities for the preceding
fiscal year ending June thirtieth to the Governor. Each such report shall
set forth a complete operating and financial statement covering its opera-
tions during the year. The records, books and accounts of the Authority
shall be subject to examination and inspection by duly authorized rep-
resentatives of the General Assembly and any bondholder or bondholders
at any reasonable time, provided the business of the Authority is not unduly
interrupted or interfered with thereby.

§ 23-30.37. This chapter, being necessary for the welfare of the
State and its inhabitants, shall be liberally construed to effect the purpose
thereof. The provisions of this chapter are severable and if any of its
provisions shall be held unconstitutional by any court of competent juris-
diction, the decision of such court shall not affect or impair any of the
remaining provisions of this chapter. It is hereby declared to be the legis-
lative intent that this chapter would have been adopted had such uncon-
stitutional provisions not been included therein.

Except as otherwise expressly provided in this chapter, none of the
powers granted to the Authority under the provisions of this chapter shall
be subject to the supervision or regulation or require the approval or con-
sent of any municipality or political subdivision or any commission, board,
bureau, official or agency thereof or of the State.

§ 23-30.38. The Circuit Court of the City of Richmond shall have
exclusive jurisdiction of any suit brought in Virginia against the Authority,
and process in such suit shall be served either on the State Comptroller or
the Chairman of the Authority.

2. Chapter 3.1 of Title 23 of the Code of Virginia, consisting of sections
numbered 23-30.1 through 23-30.22, is repealed.