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UNIVERSITY OF SOUTH ALABAMA

BOARD OF TRUSTEES MEETING

June 8, 2006

10:00 a.m.

A meeting of the University of South Alabama Board of Trustees was duly convened by

Mr. Donald L. Langham, Chair Pro Tempore, on Thursday, June 8, 2006, at 10:08 a.m. in the

Board Room of the Frederick P. Whiddon Administration Building.

Members Present: Trustees Donald Langham, Pat Lindsey, Bettye Maye, Mayer Mitchell,

Christie Miree, Bryant Mixon, Steven Stokes, and Larry Striplin.

Members Absent: Trustees J. L. Chestnut, Crum Foshee, Cecil Gardner, Samuel Jones,

Larry Langford, Joseph Morton, James Nix, and Bob Riley.

Administration

and Others:

President Gordon Moulton; Drs. Dale Adams, Michael Boyd,

Joseph Busta, Pat Covey, George Harwell, Irene McIntosh (Faculty

Senate), Dorothy Mollise, Robert Shearer, and Sam Strada;

Messrs. Terry Albano, Chase Christensen, Jonathan Correia (AASA),

Wayne Davis, Robert Galbraith, Normand Gamache, Travis Grantham,

Stan Hammack, Will Jackson (SGA), Steve Kittrell, Bert Meisler, and

Zack Piccola; and Mss. Genevieve Dardeau (Faculty Senate) and

Jean Tucker.

Press: Messrs. Victor Calhoun (Press Register), Eric Lowe and Chris Newbold

(APT), Jeff Poor (Vanguard), John Pate (WALA), and Kevin Alexander

(WKRG); and Mss. April Havens (Vanguard) and Rhoda Pickett (Press

Register).

Upon the call to order and following the invocation by Dr. Adams, Chairman Langham called upon President Moulton to introduce guests. President Moulton introduced Dr. Irene McIntosh,

Chair of the Faculty Senate, Mr. Will Jackson, SGA President, and Mr. Jonathan Correia, AASA

President. Dr. Covey introduced Dr. Dorothy Mollise - Director, Student Academic Success and

Retention, and Dr. George Harwell - Chair, Department of Clinical Laboratory Sciences in the

College of Allied Health Professions. Dr. Adams introduced Mr. Normand Gamache - Chief,

University Police, and Director, Campus Safety and Parking. Dr. Busta introduced

Mr. Travis Grantham - Director, Medical Development and Alumni Relations.

President Moulton continued with I TEM 2 , the President’s Report, congratulating

Chairman Langham for his retirement as International Vice President and Regional Director of

USW International. He said that a tribute of former Trustee Jack Brunson would be delayed until the Brunson family can be present. He recognized Baseball Head Coach Steve Kittrell and the team for participating in the NCAA Regional Baseball Tournament. Coach Kittrell introduced players who were recently drafted - - Messrs. Chase Christensen and Zack

Piccola. President Moulton provided highlights from Spring Commencement held on May 6 which featured U.S. Senator Richard Shelby as keynote speaker. Honorary doctorate degrees were conferred to Senator Shelby and his wife, Dr. Annette Shelby. Degrees conferred for the year total 2,437.

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USA Board of Trustees

June 8, 2006

Page 2

President Moulton discussed Campaign USA , commenting on recent notable gifts, including that of local attorney Vince Kilborn and his wife, Marcia, in the amount of $1 million. He provided a brief overview of an impressive 2006 Faculty/Staff Annual Fund. The Board conveyed appreciation to faculty and staff participants with a round of applause. He discussed a proposal from Auburn to form a partnership with the University of South Alabama to offer a pharmacy program. The two schools are currently working out details of the program. President Moulton expressed enthusiasm that the partnership would address the need for local training of pharmacy students, as well as a shortage of pharmacists nationwide.

Chairman Langham called for approval of the revised agenda. On motion by Sheriff Mixon, seconded by Ms. Miree, the revised agenda was unanimously adopted. Chairman Langham called for consideration of I

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1 , the minutes of the Board meeting held on March 9, 2006. On motion by Ms. Maye, seconded by Dr. Stokes, the minutes were unanimously adopted.

Chairman Langham called for consideration of I

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3 as follows. On motion by Ms. Miree, seconded by Dr. Stokes, the resolution was unanimously approved.

RESOLUTION

BOARD MEETING SCHEDULE

2006-2007

WHEREAS, Article II, Section 1, of the Bylaws provides that the Board shall schedule annually, in advance, regular meetings of the Board to be held during the ensuing year, and may designate one of such meetings as the annual meeting of the Board,

THEREFORE, BE IT RESOLVED that the regular meetings of the University of South Alabama Board of

Trustees shall be held on the following dates:

September 14, 2006

December 14, 2006

March 22, 2007

June 14, 2007

FURTHER, BE IT RESOLVED that the date of June 14, 2007, be designated as the annual meeting of the

University of South Alabama Board of Trustees for 2006-2007.

Chairman Langham called for consideration of health affairs items. Dr. Stokes, Health Affairs

Committee Chair, moved for approval of I

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4 as follows; Senator Lindsey seconded and the resolution was unanimously approved. The minutes of the medical staff meeting held on May 2,

2006, were provided as information.

RESOLUTION

USA HOSPITALS MEDICAL STAFF APPOINTMENTS AND REAPPOINTMENTS

FOR FEBRUARY, MARCH, AND APRIL 2006, AND MAY 6, 2006

May 6, 2006, for the University of South Alabama Hospitals are recommended for approval by the Medical Executive

Committees of the University of South Alabama Hospitals,

THEREFORE, BE IT RESOLVED, that the appointments and reappointments be approved as submitted.


June 8, 2006

Page 3

Dr. Boyd presented I

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5, a report of current developments of the Mitchell Cancer Institute.

Dr. Boyd said that Dr. Adam Riker has joined the staff as Chief of Oncology Surgical Services and Senior Staff Surgeon, and that clinical programs in surgical oncology, medical oncology, and radiation oncology are active. Dr. Boyd said a concerted effort is being put forth to recruit medical oncologists. He encouraged the Board to view the construction progress live via the

MCI web site.

President Moulton presented I

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6 , a report on the USA / IHS Strategic Health Alliance.

President Moulton said development of the partnership continues to progress in a positive way.

The first USA physician resident teams will be in place at Infirmary West (formerly USA

Knollwood Hospital) on July 1. He recognized the efforts of Mr. Hammack and Drs. Strada,

Meyers, and Crook in advancing the terms of the agreement.

Chairman Langham called for consideration of academic and student affairs items. Ms. Miree,

Committee Chair, called upon Dr. Covey to present I

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7 as follows. On motion by Ms. Miree, seconded by Ms. Maye, the resolution was unanimously approved.

RESOLUTION

PROFESSORS EMERITUS

WHEREAS, the following faculty have retired from the University of South Alabama:

and

Holly K. Hall, Ph.D., Associate Professor of Clinical Laboratory Sciences

Betty Brandon, Ph.D., Professor of History

Michael V. R. Thomason, Ph.D., Professor of History

Norma O. Doolittle, M.S.N., EdD, Professor of Adult Health Nursing

Sherry C. Daniels, D.S.N., Associate Professor of Adult Health Nursing in recognition of their contributions to the University through extraordinary accomplishments in teaching and in the generation of new knowledge through research and scholarship, and for serving as a consistently inspiring influence to students for a period of time, and

WHEREAS, the faculty and chairpersons from their departments, academic deans, the Senior Vice President for Academic Affairs, and the President have duly recommended the aforementioned retirees from the University faculty, and

NOW THEREFORE, BE IT RESOLVED that the Board of Trustees of the University of South Alabama in a seated meeting held on June 8, 2006, hereby appoints the aforenamed individuals to the rank of Associate Professor

Emeritus or Professor Emeritus, as appropriate, with the rights and privileges thereunto appertaining, and

FURTHER, BE IT RESOLVED that the Board of Trustees of the University of South Alabama, in recognition of their extraordinary accomplishments and dedicated service, wishes to convey its deep appreciation to these individuals.

Ms. Miree moved approval of I TEM 8 as follows. Mr. Striplin seconded and the resolution was unanimously approved.

RESOLUTION

FACULTY TENURE AND PROMOTION

WHEREAS, in accordance with University policy, faculty applications for tenure and promotion have been reviewed by the respective faculty peers, Departmental Chair, College Dean, and by the Senior Vice President for Academic Affairs

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June 8, 2006

Page 4 or Vice President for Medical Affairs, and the President, and of those faculty considered, the following individuals are hereby recommended for tenure and/or promotion,

THEREFORE, BE IT RESOLVED, that the University of South Alabama Board of Trustees at its meeting of June 8,

2006, approves and grants tenure and/or promotion to those individuals whose names are listed below to be effective

August 15, 2006.

COLLEGE OF ALLIED HEALTH PROFESSIONS

Promotion to Senior Instructor

William C. Pruitt

COLLEGE OF ARTS AND SCIENCES

Tenure:

Martha J. Brazy

Michael R. Daley

Sytske K. Kimball

Promotion to Assistant Professor:

Constance D. Gibbs

Promotion to Associate Professor:

Martha J. Brazy

Just Cebrian

Sytske K. Kimball Roger A. Wright

Promotion to Senior Instructor:

Cynthia A. Crumb

Cynthia L. Delaney

Promotion to Professor:

James L. Aucoin

Vasiliy A. Prokhorov

Roy H. Ryd

MITCHELL COLLEGE OF BUSINESS

Tenure: Promotion

Z.

Kelly C. Woodford

SCHOOL OF COMPUTER AND INFORMATION SCIENCES

Tenure:

Thomas D. Johnsten


Thomas D. Johnsten

CONTINUING EDUCATION AND SPECIAL PROGRAMS

Promotion to Senior Instructor:

David W. Burns

Vincent J. Parker

Connie L. Rowe

COLLEGE OF EDUCATION

Tenure:

Susan P. Santoli

COLLEGE OF ENGINEERING

Tenure:

Anh-Vu Phan

Promotion to Associate Professor

Susan P. Santoli


Anh-Vu Phan

COLLEGE OF MEDICINE


June 8, 2006

Page 5

COLLEGE OF NURSING

Tenure:

Linda A. Roussel


Michael B. Jacobs

Promotion to Professor:

Teena M. McGuinness

Linda A. Roussel

UNIVERSITY LIBRARY

Promotion to Senior Librarian

Kathy P. Wheeler

Ms. Miree called upon Dr. Adams to present I TEM 9 as follows. On motion by Mr. Striplin, seconded by Ms. Miree, the resolution was unanimously approved.

RESOLUTION

HOUSING SCHEDULE

WHEREAS, the University continues to maintain the high quality of educational and student services programs, and after extensive analysis of the financial needs of the University in 2006-2007 and beyond, the University

Administration and Budget Council have determined that increases in charges for housing fees are necessary, and

WHEREAS, student housing must address continuing maintenance, renovation, and technology needs in order to ensure high quality on-campus accommodations,

NOW, THEREFORE BE IT RESOLVED, that the Board of Trustees approves the student housing rates for

2006-2007 as set forth in the attached scheduled.

Concerning budget and finance items and on behalf of Mayor Nix, Budget and Finance

Committee Chair, Chairman Langham called upon Mr. Wayne Davis to present I

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10 , the monthly fund accounting reports for January, February, and March 2006 and the GASB financial statements for the six months ended March 31, 2006. He said that the lease of Knollwood

Hospital to the Infirmary Health System was not reflected on the GASB financial statement; future reports will include the lease.

Mr. Ken Davis presented I

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11 , a report of the Alabama Department of Examiners of Public

Accounts audit of the USA Financial Statements for the fiscal year ending September 30, 2004.

The report repeated two prior findings – some property disposals had not been supported by proper documentation and some purchasing card transactions lacked original supporting documentation. University administration agreed with both prior findings, issuing reminders to department heads to complete property disposal forms, as well as increasing purchasing card reviews and limiting the number of outstanding purchasing cards.

Mr. Wayne Davis reported that Mr. Mark Peach and Ms. Ashley Willson, audit partners with the firm of KPMG, had met with the Budget and Finance Committee on June 7 to address an upcoming audit of the fiscal year ending September 30, 2006. KPMG routinely meets with clients prior to conducting an audit. Planning outlines were distributed at the Committee meeting, and Mr. Peach and Ms. Willson discussed the planned audit process and timeline, as well as areas of particular interest.

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President Moulton called upon Mr. Wayne Davis to present I

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12, R

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1 (refer to

A PPENDIX A for copies of policies and other authorized documentation), as follows. Mr. Davis said the revision of the USA Research and Technology Corporation bylaws would reduce the number of University-related directors from seven to three and increases the number of directors from the community at-large from two to four, while retaining the authority of the USA Board of

Trustees to remove directors at will. The activity of the Corporation must be reported in the

University’s financial statements in the same manner as that of the Health Services Foundation.

On motion by Mr. Striplin, seconded by Senator Lindsey, the resolution was unanimously approved.

RESOLUTION

AMENDMENT OF BYLAWS OF THE

USA RESEARCH AND TECHNOLOGY CORPORATION

WHEREAS, pursuant to the Bylaws of the USA Research and Technology Corporation (“Corporation”), the

Bylaws adopted July 8, 2002, may be amended pursuant to ARTICLE X Amendment of Bylaws with the joint approval of the Board of Directors of the USA Research and Technology Corporation and the Board of Trustees of the University of

South Alabama (“University”), provided that no amendment is made so as to avoid any limitation imposed by the Articles of Incorporation of the Corporation as they exist at this time, and

WHEREAS, this amendment of the Bylaws seeks to amend the Bylaws such that the amendment will not avoid any limitations imposed by the Articles of Incorporation of the Corporation as they exist at this time, and

WHEREAS, the Board of Directors of the Corporation approved these Amended Bylaws on June 7, 2006, and

WHEREAS, the Board of Trustees of the University recommends amending the Bylaws consistent with the

Amended Bylaws attached hereto,

NOW, THEREFORE, BE IT RESOLVED, that the Amended Bylaws attached hereto are approved by the

University of South Alabama Board of Trustees.

Mr. Wayne Davis presented I TEM 12, R ESOLUTION 2 , as follows. He said that the new directors are Mr. Joe Adamo, a retired local businessman, and Mr. Danny Patterson, a local IBM executive and current Chair of the Alabama Commission on Higher Education. On motion by

Mr. Striplin, seconded by Ms. Miree, the resolution was unanimously approved.

RESOLUTION

ELECTION OF DIRECTORS OF THE

USA RESEARCH AND TECHNOLOGY CORPORATION

WHEREAS, pursuant to the Amended Bylaws of the USA Research and Technology Corporation

(“Corporation”), the Board of Trustees of the University of South Alabama (“University”) shall elect directors who are not officers, employees or trustees of the University to serve staggered terms such that two (2) directors of these directors of the Board serve terms expiring in June 2008 and two (2) directors of the Board serve terms expiring in June 2010, and

WHEREAS, the Board of Directors of the Corporation is allowed to nominate new directors consistent with the aforesaid for consideration and confirmation by the Board of Trustees of the University, and

WHEREAS, the Board of Directors of the Corporation has nominated for consideration and confirmation by the

Board of Trustees of the University the following persons: (1) Ms. Cheryl Williams for a four (4) year term beginning June

2006; (2) Mr. Danny Patterson for a two (2) year term beginning June 2006; and (3) Mr. Joe Adamo for a four (4) year term beginning June 2006, and these persons have agreed to serve in this capacity if elected,


June 8, 2006

Page 7

NOW, THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama does hereby elect as Directors of the USA Research and Technology Corporation the following persons:

(1) Ms. Cheryl Williams for a term of four (4) years beginning June 2006; (2) Mr. Danny Patterson for a term of two (2) years beginning June 2006; and (3) Mr. Joe Adamo for a term of four (4) years beginning June 2006.


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12, R

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3 , as follows. The Board viewed photos of the

Technology and Research Park. On motion by Mr. Striplin, seconded by Senator Lindsey, the resolution was unanimously approved.

RESOLUTION

SALE OF BUILDING

University Boulevard in the USA Technology & Research Park (“Park”), and

2004, meeting of the Board of Trustees of the University to be a part of the Park “that will create collaborative opportunities and promote mutually beneficial and productive relationships with industry, higher education, and the local community.” In the June 2, 2004, resolution, the building was estimated to cost $5,000,000, but because of the escalation of construction costs in the Gulf Coast area due to Hurricanes Ivan and Katrina, the construction costs are now estimated to be approximately $7.1 million, and the creation of the USA Research and Technology Corporation (“Corporation”) was authorized by the University of South Alabama Board of Trustees at their June 6, 2002, meeting and duly incorporated with the State of

Alabama June 14, 2002, as a supporting organization of the University to, among other functions, “create, develop, construct, operate, manage and finance one or more research and technology parks, technology enterprise centers and other facilities and operations which further scientific research activities of the University and contribute to the development of high-technology businesses in the State of Alabama,” and the Board of Trustees of the University believes it to be in the best interest of the University, the

Park and the Corporation that Building II be owned by the Corporation for the purposes stated in the Articles of

Incorporation of the Corporation cited in the preceding paragraph,

THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama approves and authorizes the President of the University to proceed with the sale of the subject building to the Corporation for the sum of total construction costs incurred by the University and interest on construction financing provided by the

University, such sum estimated to be approximately $7.1 million when the building is completed, to be leased by the

Corporation to tenants who meet the necessary qualifications to be a Park participant.

Mr. Wayne Davis presented I

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12, R

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4 , as follows. He explained that upon lease to the USA Research and Technology Corporation, the Corporation will, in turn, lease the parcel to a local developer for the purpose of constructing and leasing a commercial building. The parcel is about 36,000 square feet; a map of the property was shown. On motion by Mr. Striplin, seconded by Ms. Maye, the resolution was unanimously approved.

RESOLUTION

GROUND LEASE OF UNIVERSITY COMMONS PARCEL

TO THE USA RESEARCH AND TECHNOLOGY CORPORATION the University of South Alabama (“University”) owns certain real property which it utilizes to further its educational mission, and

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June 8, 2006

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WHEREAS, the USA Research and Technology Corporation (“Corporation”), a not-for-profit, supporting organization of the University, was incorporated to further the educational and scientific mission of the University, to promote the University and its schools and departments, to promote the development of and to facilitate funding for the infrastructure and services in Mobile, Alabama, and to attract high-technology and scientific enterprises, and

WHEREAS, in order for said Corporation to fulfill its above-stated mission, it is recommended that the

University lease a portion of the land known as University Commons Parcel (a description of which is attached hereto as

Exhibit “A”) to the Corporation for the development, construction, and support of the Corporation for the sum of ONE

DOLLAR AND NO/100 ($1.00) per annum, and a term of approximately fifty years, and

WHEREAS, should said Corporation cease to exist for any reason, land and improvements thereon will revert to the University consistent with the terms of the lease, and

WHEREAS, the University has determined that leasing the real property described above is in the best interest of the University in that it will allow the University to continue and enhance its valued missions of education, research, and service,

THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama authorizes the President of the University to proceed with finalizing a land lease agreement with USA Research and Technology

Corporation for the lease of a portion of the University Commons Parcel to the Corporation for development, support, and operation of the Corporation.

EXHIBIT “A”

Approximately 36,465 square feet of land located in the southeast quadrant of the intersection of Old Shell Road and

University Boulevard, with approximately 143 feet of frontage along Old Shell Road between the Regions Bank and

McDonald’s restaurant buildings and a depth of approximately 255 feet south from Old Shell Road.

Following a short break, Mr. Langham called for consideration of the University Budget,

I

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13 . President Moulton thanked Senator Lindsey and Mr. Happy Fulford for their support during the budget approval process in Montgomery, and in assuring that USA’s appropriation was fair as compared to other Alabama institutions. He said that the budget being proposed includes an average five percent salary increase for faculty and staff, as well as faculty salary equity adjustments as part of a three-year parity plan approved by the Board in June 2005. He said that the University is in the best financial position in its history, a result of several years of being fiscally conservative. He cautioned that the rate of growth in the state’s education trust fund cannot continue as it is, and the University must make responsible decisions in the future.

Mr. Wayne Davis reported that the 2006-2007 budget will be $562 million. Referring to the

Schedule of Budget Changes, he highlighted the decrease in sources and uses of funds attributable to the lease of Knollwood Hospital to Infirmary Health Systems. Further, he noted the increased budget for the Mitchell Cancer Institute. President Moulton noted no increase in student tuition and fees is proposed. On motion by Ms. Maye, seconded by Senator Lindsey, the resolution was unanimously approved.

RESOLUTION

UNIVERSITY BUDGET FOR 2006-2007

BE IT RESOLVED, that the University of South Alabama Board of Trustees approves the 2006–2007

University of South Alabama Budget, and


June 8, 2006

Page 9

IT increase of five percent for fiscal year 2006–2007 subject to University personnel guidelines and procedures. Also, the

Board approves funding for the second year of a three-year program to advance median University O. & M. faculty salaries for eligible faculty members by discipline and rank as compared to regional peer institutions of higher education.

Eligible faculty members are those who have received full merit increases for the last five years or, if employed for less than five years, for the number of years employed. Funding for the third year of this program will be subject to availability of funds, and

BE IT FURTHER RESOLVED, that the University of South Alabama Board of Trustees approves the 2006–

2007 Budget as a continuation budget for 2007–2008 in order to be in compliance with bond trust indenture requirements if the budget process cannot be completed prior to beginning the 2007–2008 fiscal year.

Regarding I TEM 14 , President Moulton discussed the need for a bond issue in the coming months to address a five-year need for construction and capital needs. He said this would supply funds to complete construction of a building to bring the colleges of Nursing and Allied Health

Professions to campus, and a student recreation center, and would cover approximately $10 million in miscellaneous projects. With an additional $12 million needed to complete construction of the first building of the Mitchell Cancer Institute, total construction funding needs is estimated at $90 to $92 million. President Moulton said that he and Mr. Will Jackson,

SGA President, will work together in the coming year to assure that students are knowledgeable and supportive. He said a $50 per semester increase in the building fee charged to students will be proposed beginning with the 2007-2008 academic year. Additionally, $1 million for debt service has been set aside from the 2006-2007 state appropriation. These funding sources, along with those previously identified, suggest that bond issue proceeds should be in the range of $50-

$60 million.


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14.

A

as follows. He said amending the program in this way will bring USA’s 403(b) program in line with those offered by other universities, thus enhancing faculty and staff recruitment and retention. On motion by Mr. Striplin, seconded by Mr.

Mitchell, the resolution was unanimously approved.

RESOLUTION

AMENDMENT OF 403(b) PROGRAM

WHEREAS, the University of South Alabama in 1964 authorized the participation of certain employees in the

Teachers’ Insurance and Annuity Association/College Retirement Equity Fund (TIAA/CREF), and

WHEREAS, on November 30, 1967, on October 24, 1980, on January 1, 1986, on January 1, 1987, on

October 1, 1989, and on June 27, 1991, the program was changed, and

WHEREAS, the University wishes further to continue the program to enhance the recruitment and retention of high-quality, permanent faculty and certain other personnel, as well as assure a program with a variety of options for members, especially given the consideration of the primary Teachers’ Retirement System retirement program in the State of Alabama;

NOW THEREFORE BE IT RESOLVED that employer funds credited to the Regular Retirement Annuity

Contract under the TIAA/CREF matching program may now be transferred to other institutionally approved carriers, and

BE IT FURTHER RESOLVED that employer/employee funds credited to the Regular Retirement Annuity

Contract under the TIAA/CREF matching program may be distributed to an employee, subject to the terms of the

Contract, upon the employee’s attainment of age 59½, whether or not the employee remains employed.

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Concerning I

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14.

B

as follows, President Moulton said that the agreement for the USA

Research and Technology Corporation to lease approximately 24 acres of land from the

University for the development of student housing had been thoroughly discussed during the

Budget and Finance Committee meeting held on June 7. On motion by Mr. Striplin, seconded by

Dr. Stokes, the resolution was unanimously approved.

RESOLUTION

GROUND LEASE FOR PARCEL

TO THE USA RESEARCH AND TECHNOLOGY CORPORATION FOR STUDENT APARTMENTS further its educational mission, and

WHEREAS, the USA Research and Technology Corporation (“Corporation”), a not-for-profit, supporting organization of the University, was incorporated to further the educational and scientific mission of the University, to promote the University and its schools and departments, to promote the development of and to facilitate funding for the infrastructure and services in Mobile, Alabama, and to attract high technology and scientific enterprises, and

WHEREAS, in order for said Corporation to fulfill its above-stated mission, it is recommended that the

University lease approximately twelve acres of land at the northwest corner of the intersection of Old Shell Road and

Cleverdon Parkway, with an option to lease an additional twelve acres, to the Corporation for the development, construction, and support of the park and its buildings for the sum of ONE AND NO/100 DOLLAR ($1.00) per annum, and a term of approximately fifty years with extension terms available for a maximum of twenty-five years, provided, however, that any sub-lease by the Corporation shall be subject to prior approval of the Executive Committee of the University’s

Board of Trustees, and

WHEREAS, should said Corporation cease to exist for any reason, land and improvements thereon will revert to University consistent with the terms of the lease, and

WHEREAS, the University has determined that leasing the real property described above is in the best interest of the University in that it will allow the University to continue and enhance its valued missions of education, research, and service.

THEREFORE, BE IT RESOLVED, that the Board of Trustees of the University of South Alabama authorizes the President of the University to proceed with negotiating a land lease agreement with the USA Research and

Technology Corporation, subject to final approval by the Executive Committee of the Board of Trustees of the University of South Alabama, for the lease of approximately twelve acres of land at the northwest corner of the intersection of Old

Shell Road and Cleverdon Parkway, with an option to lease an additional twelve acres, to the Corporation for development, support, and operation of the Corporation, with the understanding that any sub-lease by the Corporation shall be subject to prior approval of the Executive Committee of the Board of Trustees of the University of South

Alabama.

Mr. Langham called for discussion of endowment and investments items. Mr. Mitchell,

Committee Chair, said that, at its meeting on June 7, the Endowment and Investments

Committee met with investment firm representatives. Annual reports were provided. He called upon Mr. Terry Albano for a report of performance. Endowment summaries were distributed to

Board members. Mr. Albano said that each manager outperformed the relative indices. Mr.

Mitchell said that the Committee is satisfied with the managers’ performance, and added that endowment assets are nearing the $20 million mark.

Mr. Mitchell presented I TEM 16 as follows. He said that the Board is required by the Southern

Association of Colleges and Schools (SACS) to make an annual review of the institution’s

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June 8, 2006

Page 11 investment policies, and stated that no changes are recommended at the present time. On motion by Mr. Striplin, seconded by Ms. Maye, the resolution was unanimously approved.

RESOLUTION

EVALUATION OF THE UNIVERSITY’S ENDOWMENT AND NON-ENDOWMENT INVESTMENT POLICIES be evaluated regularly, and guidelines and the University’s non-endowment cash pool investment policy,

THEREFORE , BE IT RESOLVED, that the Board of Trustees acknowledges the current year annual evaluation of both policies by the Endowment and Investment Committee.

President Moulton presented I TEM 17 as follows. He said it was an honor to work with supporters in the community who understand the value of the University of South Alabama and want to further its impact and benefit to students and the community. He welcomed

Mr. Bert Meisler as special guest of the Board meeting, and major donor along with wife

Fanny Meisler, recognizing them for their interest and involvement over the years in support of the University in many ways. Following a presentation of photos of the student services building and the reading of the resolution naming the facility Meisler Hall , and upon a standing round of applause, Mr. Meisler accepted a framed resolution and conveyed appreciation for the honor. On motion by Mr. Striplin, seconded by Mr. Mitchell, the resolution was unanimously approved.

President Moulton called upon Dr. Busta, who said working with the Meislers has been a pleasure. He added that endowments for buildings are a rare thing across campuses nationwide.

President Moulton said that the dedication of Meisler Hall may coincide with the September 14

Board meeting. In witness of the Board, he signed the naming agreement and thanked

Mr. Meisler for his generous gift.

RESOLUTION

NAMING OF THE STUDENT SERVICES BUILDING

WHEREAS, for many years Fanny R. and Herbert A. Meisler have demonstrated leadership and support for the growth and quality of many University of South Alabama programs, and

WHEREAS, the University of South Alabama applauds Mr. and Mrs. Meisler for their exemplary model of philanthropy and service to the community across a broad spectrum of local non-profit organizations and projects, and

WHEREAS, Mr. and Mrs. Meisler have supported the University with substantial charitable gifts including a leadership role in establishing the Ripps-Meisler Endowed Chair in the College of Medicine and extensive support of the

University’s athletic programs, such gifts totaling $589,833, and

WHEREAS, Mr. and Mrs. Meisler have recently pledged to the University substantial additional funding totaling $2,000,000 to create the “Fanny R. and Herbert A. Meisler Student Services Building Endowment Fund,” and

WHEREAS, this contribution will raise the total amount of gifts and pledges to the University of South Alabama by Mr. and Mrs. Meisler to $2,589,833, and

WHEREAS, this gift has the distinction of being the first endowment in the history of the University of South

Alabama to be designated for the support of ongoing quality enhancement for a building, and

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WHEREAS, the Student Services Building is of primary importance for every USA student because of the important student services located in this new building to include: Admissions, Financial Aid, Career Services, Enrollment

Services, International Student Services, Registrar, New Student Orientation, Student Accounting, Veterans Affairs and other services, and

WHEREAS, this endowment will enhance the current and future quality of student services by helping to meet the special and emerging needs of this facility – to include future expansion, renovation, new equipment and special building enhancements,

THEREFORE, BE IT RESOLVED, in recognition of Mr. and Mrs. Meisler’s past and present donations to the

University of South Alabama, the Board of Trustees authorizes the President to execute on behalf of the University of

South Alabama, any agreement necessary to carry out the terms of this pledge, whereupon from the date of execution forward and subject to the terms of said agreement, the University of South Alabama Student Services Building shall be known as Meisler Hall.

Chairman Langham commended President Moulton for 40 years of continued service to the

University of South Alabama. Following the presentation of a photo collage highlighting

President Moulton’s career, Chairman Langham read aloud I

TEM

17

.A

as follows. The Board expressed unanimous approval with a standing round of applause. President Moulton accepted a framed resolution, as Mrs. Moulton joined him next to Chairman Langham. President Moulton conveyed appreciation for the honor, and for Mrs. Moulton’s support and dedication along the way.

RESOLUTION

COMMENDATION OF PRESIDENT V. GORDON MOULTON

WHEREAS, V. Gordon Moulton joined the University of South Alabama on June 1, 1966, as an Instructor in the College of Business and was appointed Director of the Computer Center in 1968, and

WHEREAS, Gordon Moulton served as Dean of Administrative Services, Vice President for Services and

Planning, and Dean of the School of Computer and Information Sciences, and

WHEREAS, Gordon Moulton was appointed President of the University in 1998, and

WHEREAS, President Moulton currently serves as Chair of the Alabama Council of College and University

Presidents and is a member of numerous state and local government, civic, and educational organizations, and

WHEREAS, under President Moulton’s leadership, the University of South Alabama has experienced unprecedented growth in enrollment, scholarships, facilities improvements, external funding, and opportunities for students to achieve their educational goals, and

WHEREAS, President Moulton has worked diligently and effectively to secure and manage the resources and support necessary for excellence in carrying out the teaching, research, service, and health care missions of the

University, and

WHEREAS, through initiatives such as the USA Technology and Research Park, the Mitchell Cancer Institute, and the sculpture park at USA Children’s and Women’s Hospital, President Moulton has elevated the University’s role to the forefront of critical educational, health care, cultural, and economic development activities in the region, and

WHEREAS, during his presidency, Gordon Moulton has demonstrated vision, tenacity, and unique leadership skills, earning the respect of prominent national, state, and local leaders, as well as the respect of USA students, faculty, alumni, administrators, and staff, and


PROPOSED BUDGET

2006-2007

INDEX

TOTAL CURRENT FUNDS BUDGET SUMMARY

UNRESTRICTED CURRENT FUNDS BUDGET SUMMARY

RESTRICTED CURRENT FUNDS BUDGET SUMMARY

UNRESTRICTED CURRENT FUNDS BY OPERATING DIVISION:

OPERATIONS AND MAINTENANCE


HOSPITALS

MITCHELL CANCER INSTITUTE

AUXILIARY ENTERPRISES

SCHEDULE OF STATE APPROPRIATIONS

PAGE

1

2

3

6

7

4

5

8

9

REVENUES:

TUITION AND FEES

STATE APPROPRIATION

FEDERAL GRANTS AND CONTRACTS

STATE AND LOCAL GRANTS AND CONTRACTS

PRIVATE GIFTS, GRANTS AND CONTRACTS

MOBILE RACING COMMISSION

ENDOWMENT INCOME

SALES AND SERVICES OF EDUCATIONAL ACTIVITIES

HOSPITALS - SALES AND SERVICES

- STATE APPROPRIATION

MITCHELL CANCER INSTITUTE - SALES AND SERVICES

- STATE APPROPRIATION

AUXILIARY ENTERPRISES -

- SALES AND SERVICES

OTHER SOURCES

TOTAL REVENUES

EXPENDITURES AND MANDATORY TRANSFERS:

EDUCATIONAL AND GENERAL:

INSTRUCTION

RESEARCH

PUBLIC SERVICE

ACADEMIC SUPPORT

STUDENT SERVICES

INSTITUTIONAL SUPPORT

OPERATION AND MAINTENANCE OF PLANT

SCHOLARSHIPS

EDUCATIONAL AND GENERAL EXPENDITURES

MANDATORY TRANSFERS FOR:

PRINCIPAL AND INTEREST

LOAN FUND MATCHING GRANTS

TOTAL EDUCATIONAL AND GENERAL

HOSPITALS (INCLUDING DEBT SERVICE OF $4,682,308)


AUXILIARY ENTERPRISES:

EXPENDITURES

MANDATORY TRANSFERS FOR:


TOTAL AUXILIARY ENTERPRISES

TOTAL EXPENDITURES AND MANDATORY TRANSFERS

OTHER TRANSFERS AND ADDITIONS/(DEDUCTIONS):

DEPRECIATION - RENEWALS AND REPLACEMENTS

OTHER TRANSFERS


NET INCREASE (DECREASE) IN FUND BALANCES


2006-2007 PROPOSED BUDGET SUMMARY

CURRENT FUNDS

UNRESTRICTED

2006-2007

PROPOSED BUDGET

RESTRICTED

$ $ 61,329,227

107,679,868

4,908,278

387,759

44,463,100

450,000

175,000

1,404,650

246,574,241

11,708,395

13,831,759

1,000,000

16,753,289

7,233,393

517,898,959

34,000,000

5,000,000

5,750,000

44,750,000

$

TOTAL

61,329,227

107,679,868

38,908,278

5,387,759

50,213,100

450,000

175,000

1,404,650

246,574,241

11,708,395

13,831,759

1,000,000

16,753,289

7,233,393

562,648,959

$

2005-2006

ORIGINAL

BUDGET

61,249,227

91,151,457

42,808,278

4,609,671

45,288,100

450,000

175,000

1,404,650

289,449,407

10,051,220

15,380,647

7,283,393

569,301,050

$

96,633,769

2,640,145

33,108,954

19,748,134

17,179,440

20,780,022

20,872,987

5,685,867

216,649,318

5,346,179

171,239

222,166,736

252,572,080

16,534,259

15,563,809

1,189,480

16,753,289

508,026,364

(11,125,095)

1,702,500

(450,000)

$

4,000,000

18,000,000

8,750,000

1,500,000

12,500,000

44,750,000

44,750,000

44,750,000

$

100,633,769

20,640,145

41,858,954

19,748,134

18,679,440

20,780,022

20,872,987

18,185,867

261,399,318

5,346,179

171,239

266,916,736

252,572,080

16,534,259

15,563,809

1,189,480

16,753,289

552,776,364

(11,125,095)

1,702,500

(450,000)

$

93,049,722

20,580,325

41,505,734

18,414,938

18,155,510

17,896,911

16,505,931

18,185,867

244,294,938

5,089,060

171,239

249,555,237

291,913,826

14,248,950

1,131,697

15,380,647

556,849,710

(12,001,340)

(450,000)

REVENUES:

TUITION AND FEES

STATE APPROPRIATION





ENDOWMENT INCOME


HOSPITALS - SALES AND SERVICES

MITCHELL CANCER INSTITUTE - SALES AND SERVICES

AUXILIARY ENTERPRISES -

- SALES AND SERVICES

OTHER SOURCES

TOTAL REVENUES

EDUCATIONAL AND GENERAL:

INSTRUCTION

RESEARCH

PUBLIC SERVICE

ACADEMIC SUPPORT

STUDENT SERVICES



SCHOLARSHIPS





TOTAL EDUCATIONAL AND GENERAL

HOSPITALS:

EXPENDITURES AND MANDATORY TRANSFERS

MITCHELL CANCER INSTITUTE:

EXPENDITURES AND MANDATORY TRANSFERS

AUXILIARY ENTERPRISES:

EXPENDITURES

MANDATORY TRANSFERS FOR PRINCIPAL AND INTEREST

TOTAL AUXILIARY ENTERPRISES




OTHER TRANSFERS


NET INCREASE (DECREASE) IN FUND BALANCES $

$



UNRESTRICTED CURRENT FUNDS

OPERATIONS

AND

MAINTENANCE

COLLEGE OF

MEDICINE HOSPITALS

56,556,901

73,337,886

1,052,832

166,349

2,383,100

25,000

1,404,650

$ 4,772,326

34,341,982

3,855,446

221,410

42,080,000

450,000

150,000

$

11,708,395

246,574,241

6,470,359

141,397,077

763,034

86,634,198 258,282,636

$

MITCHELL

CANCER

INSTITUTE

1,000,000

13,831,759

14,831,759

$

AUXILIARY

ENTERPRISES

$

2006-2007

PROPOSED

BUDGET

16,753,289

16,753,289

61,329,227

120,388,263

4,908,278

387,759

44,463,100

450,000

175,000

1,404,650

246,574,241

13,831,759

16,753,289

7,233,393

517,898,959

$

2005-2006

ORIGINAL

BUDGET

61,249,227

101,202,677

4,808,278

334,671

39,563,100

450,000

175,000

1,404,650

289,449,407

15,380,647

7,283,393

521,301,050

59,722,015

1,376,145

3,551,412

14,093,399

16,030,309

17,744,963

13,725,053

4,622,267

130,865,563

4,945,736

171,239

135,982,538

135,982,538

(5,414,539)

$

36,911,754

1,264,000

29,557,542

5,654,735

1,149,131

3,035,059

7,147,934

1,063,600

85,783,755

400,443

86,184,198

86,184,198

(450,000)

$

252,572,080

252,572,080

(5,710,556)

$

16,534,259

16,534,259

1,702,500

$

15,563,809

1,189,480

16,753,289

16,753,289

$

96,633,769

2,640,145

33,108,954

19,748,134

17,179,440

20,780,022

20,872,987

5,685,867

216,649,318

5,346,179

171,239

222,166,736

252,572,080

16,534,259

15,563,809

1,189,480

16,753,289

508,026,364

(11,125,095)

1,702,500

(450,000)

$

89,049,722

2,580,325

29,505,734

18,414,938

16,655,510

17,896,911

16,505,931

5,685,867

196,294,938

5,089,060

171,239

201,555,237

291,913,826

14,248,950

1,131,697

15,380,647

508,849,710

(12,001,340)

(450,000)

PAGE 2

REVENUES:




TOTAL REVENUE

EXPENDITURES:


INSTRUCTION

RESEARCH

PUBLIC SERVICE

STUDENT SERVICES

SCHOLARSHIPS

TOTAL EXPENDITURES




RESTRICTED CURRENT FUNDS

OPERATIONS

AND

MAINTENANCE

COLLEGE OF

MEDICINE

MITCHELL

CANCER

INSTITUTE

2006-2007

PROPOSED

BUDGET

2005-2006

ORIGINAL

BUDGET

$ 20,500,000

3,500,000

3,000,000

27,000,000

$ 11,250,000

1,500,000

2,250,000

15,000,000

$ 2,250,000

500,000

2,750,000

$ 34,000,000

5,000,000

5,750,000

44,750,000

$ 38,000,000

4,275,000

5,725,000

48,000,000

$

2,250,000

7,750,000

3,500,000

1,500,000

12,500,000

27,500,000

$

1,500,000

10,000,000

3,000,000

14,500,000

$

250,000

250,000

2,250,000

2,750,000

$

4,000,000

18,000,000

8,750,000

1,500,000

12,500,000

44,750,000

$

4,000,000

18,000,000

12,000,000

1,500,000

12,500,000

48,000,000

PAGE 3

REVENUES:

TUITION AND FEES

ALLOCATION OF STATE APPROPRIATION


STATE GRANTS AND CONTRACTS


ENDOWMENT INCOME


OTHER SOURCES

TOTAL REVENUES



INSTRUCTION

RESEARCH

PUBLIC SERVICE

ACADEMIC SUPPORT

STUDENT SERVICES



SCHOLARSHIPS


MANDATORY TRANSFERS:








OPERATIONS AND MAINTENANCE

2006-2007 PROPOSED BUDGET


$

2006-2007

PROPOSED

BUDGET

56,556,901

73,337,886

1,052,832

166,349

2,383,100

25,000

1,404,650

6,470,359

141,397,077

$

2005-2006

ORIGINAL

BUDGET

56,776,901

62,099,378

1,052,832

166,349

2,383,100

25,000

1,404,650

6,470,359

130,378,569

59,722,015

1,376,145

3,551,412

14,093,399

16,030,309

17,744,963

13,725,053

4,622,267

130,865,563

4,945,736

171,239

135,982,538

(5,414,539)

56,453,300

1,316,325

3,468,940

13,658,491

15,534,348

15,090,533

10,959,970

4,622,267

121,104,174

4,688,617

171,239

125,964,030

(4,414,539)

$ $

PAGE 4





REVENUES:

TUITION AND FEES



STATE GRANTS AND CONTRACTS



ENDOWMENT INCOME

OTHER SOURCES

TOTAL REVENUES



INSTRUCTION

RESEARCH

PUBLIC SERVICE

ACADEMIC SUPPORT

STUDENT SERVICES



SCHOLARSHIPS


MANDATORY TRANSFERS:






2006-2007

PROPOSED

BUDGET

$ 4,772,326

34,341,982

3,855,446

221,410

42,080,000

450,000

150,000

763,034

86,634,198

$

36,911,754

1,264,000

29,557,542

5,654,735

1,149,131

3,035,059

7,147,934

1,063,600

85,783,755

400,443

86,184,198

(450,000)

2005-2006

ORIGINAL

BUDGET

$ 4,472,326

29,052,079

3,755,446

168,322

37,180,000

450,000

150,000

813,034

76,041,207

$

32,596,422

1,264,000

26,036,794

4,756,447

1,121,162

2,806,378

5,545,961

1,063,600

75,190,764

400,443

75,591,207

(450,000)

PAGE 5


HOSPITALS



REVENUES:

GROSS PATIENT REVENUE

CONTRACTUAL ADJUSTMENTS

OTHER ADJUSTMENTS

TOTAL DEDUCTIONS FROM REVENUE

NET PATIENT REVENUE


MOBILE COUNTY HOSPITAL BOARD

MOBILE COUNTY INDIGENT CARE BOARD

MEDICAID DISPROPORTIONATE SHARE

OTHER REVENUE

TOTAL REVENUE


EXPENDITURES:

NURSING SERVICES

PROFESSIONAL SERVICES

GENERAL DIVISION

ADMINISTRATIVE DIVISION

MEDICAL EDUCATION

PROVISION FOR UNCOLLECTIBLE ACCOUNTS (NET OF RECOVERIES)








2006-2007

PROPOSED

BUDGET

$ 321,061,979

92,045,144

2,837,337

94,882,481

226,179,498

11,708,395

11,220,004

2,939,992

6,234,747

258,282,636

$

68,517,287

55,416,445

14,967,704

32,989,854

10,950,582

65,047,900

247,889,772

4,682,308

252,572,080

(5,710,556)

$

2005-2006

ORIGINAL

BUDGET

399,298,186

131,220,387

2,218,419

133,438,806

265,859,380

10,051,220

11,060,000

2,500,000

3,985,747

6,044,280

299,500,627

$

80,189,843

69,680,903

18,946,284

32,941,656

12,389,372

73,085,093

287,233,151

4,680,675

291,913,826

(7,586,801)

PAGE 6

REVENUES:

GROSS PATIENT REVENUE

CONTRACTUAL ADJUSTMENTS

TOTAL DEDUCTIONS FROM REVENUE

NET PATIENT REVENUE


OTHER REVENUE

TOTAL REVENUE





$

2006-2007

PROPOSED

BUDGET

14,350,000

4,592,000

4,592,000

9,758,000

1,000,000

4,073,759

14,831,759


EXPENDITURES:

NURSING SERVICES

PROFESSIONAL SERVICES

GENERAL DIVISION

ADMINISTRATIVE DIVISION

MEDICAL EDUCATION

PROVISION FOR UNCOLLECTIBLE ACCOUNTS (NET OF RECOVERIES)




OTHER TRANSFERS

NET INCREASE (DECREASE) IN FUND BALANCES $

5,157,345

10,228,914

1,148,000

16,534,259

16,534,259

1,702,500

$

2005-2006

ORIGINAL

BUDGET

$

PAGE 7

REVENUES:

RENTAL INCOME

SALES

COMMISSION INCOME

FEES

OTHER INCOME

TOTAL REVENUES

LESS: COST OF GOODS SOLD

GROSS INCOME

EXPENDITURES:

SALARIES AND WAGES

EMPLOYEE BENEFITS

OTHER EXPENDITURES


NET OPERATING INCOME

TRANSFERS AMONG FUNDS - ADDITIONS/(DEDUCTIONS):

MANDATORY:


TOTAL TRANSFERS



AUXILIARY ENTERPRISES



HOUSING

FOOD

SERVICES BOOKSTORE

2006-2007

BROOKLEY PROPOSED

CENTER BUDGET

2005-2006

ORIGINAL

BUDGET

$ 5,359,430 $

347,322

5,706,752

5,706,752

140,000

140,000

140,000

$

8,758,621

15,875

$ 1,572,705 $ 6,932,135 $ 6,627,361

49,800 8,808,421 7,766,083

140,000 125,000

378,488

131,048

378,488

494,245

379,288

482,915

8,774,496 2,132,041 16,753,289 15,380,647

6,546,810

2,227,686

11,775

2,120,266

6,558,585

10,194,704

5,866,193

9,514,454

1,371,620

371,728

2,845,156

4,588,504

1,118,248

141,482

141,482

(1,482)

778,250

218,849

1,229,105

2,226,204

1,482

970,775

269,552

808,707

2,049,034

71,232

3,120,645

860,129

5,024,450

9,005,224

1,189,480

3,124,493

835,517

4,422,747

8,382,757

1,131,697

$

(1,118,248)

(1,118,248)

$ (1,482) $ 1,482 $

(71,232)

(71,232)

$

(1,189,480)

(1,189,480)

$

(1,131,697)

(1,131,697)

PAGE 8

REGULAR APPROPRIATIONS:

OPERATIONS AND MAINTENANCE

TOTAL REGULAR APPROPRIATIONS


STATE APPROPRIATIONS

2006-2007

2006-2007

APPROPRIATIONS

$

$

120,388,263

120,388,263

$

$

2005-2006

APPROPRIATIONS

101,202,677

101,202,677

PAGE 9

2149

AMENDED BYLAWS

OF THE

USA RESEARCH AND TECHNOLOGY CORPORATION an Alabama nonprofit corporation

Adopted June 7, 2006

AMENDED BYLAWS

OF THE


RESEARCH AND TECHNOLOGY CORPORATION

ARTICLE I

Name and Location

Section 1.1 Name. The name of the corporation is USA Research and

Technology Corporation, which shall be referred to in these Bylaws as the

"Corporation."

Section 1.2 Location. The principal office of the Corporation is located at

307 University Boulevard, Mobile, Alabama, 36688. The Corporation may have such other office or offices within the State of Alabama as the Board of Directors may determine or as the business or activities of the Corporation may require. The registered office of the Corporation may, but need not be, the same as its principal office. The address of the registered office may be changed from time to time by the

Board of Directors of the Corporation in the manner prescribed by the Alabama

Nonprofit Corporation Act.

ARTICLE II

Purposes and Scope of Activity

Section 2.1 Purposes. The purposes of the Corporation are as set forth it its Articles of Incorporation.

Section 2.2 Scope of Activity. The Corporation shall be organized and operated exclusively for any one or more of the charitable purposes enumerated in

Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended from time to time (the "Code"). The Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under

Section 501(c)(3) of the Code or (b) by a corporation contributions to which are deductible under Section 170(c)(2) of the Code. No part of the net earnings of the

Corporation shall inure to the benefit of any private individual. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

2150

2

2151

ARTICLE III

Board of Directors

Section 3.1 General Powers. The duly elected or appointed Board of

Directors of the Corporation (hereinafter referred to as the “ Board ” ) shall have control and management of the affairs, business, property, and funds of the Corporation and shall have the authority to fashion and implement the policy, goals, and purposes of the

Corporation. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the Corporation as the Board may deem appropriate, not inconsistent with federal or state law or these Bylaws. The Board, by resolution thereof, shall from time to time enumerate the duties, obligations, and responsibilities of the directors, including their attendance at meetings of the Board and their participation in the activities of the Corporation.

Section 3.2 Number, Qualification, and Tenure.

(a) The number of directors comprising the Board shall be the sum of (i) three (3) ex-officio directors (as described below) who are affiliated with the University of South Alabama (the “ University ” ) and (ii) four (4) directors who are not officers, employees, or trustees of the University. The ex-officio directors shall consist of those individuals holding the following positions at the University:

(i) Chair Pro Tempore of the Board of Trustees of the

University;

(ii) President of the University; and

(iii) Vice-President for Financial Affairs of the University.

(b) The Board of Trustees of the University shall elect four (4) directors to serve on the Board from a slate presented by the Board of the Corporation. These directors shall serve staggered terms as described in (c) below. The Board of Trustees of the University shall have the absolute right, in its sole discretion, to decline to elect any one or more of the director nominees included in the slate presented to it by the

Board of the Corporation and to request that a substitute slate be presented with different nominees. This process shall be repeated, if necessary, until the Board of

Trustees of the University has selected directors to fill any directorships the term of which has expired or will expire at the next annual meeting of the Board.

(c) The term of office of the four (4) directors who are elected to serve on the Board in the manner described in (b) above shall be four consecutive years; provided, however, that at the meeting at which the adoption of these Amended Bylaws took place, certain directors will be elected to serve a two (2) year term expiring in June

2008 such that these four (4) directors serve staggered terms with two (2) of these directors ’ terms expiring in June 2008 and two (2) of these directors ’ terms expiring in

June 2010. Thereafter, each term of the directors elected by the Board of Trustees of the University in accordance with (b) above shall expire four (4) years after said director ’ s appointment. Directors shall hold office until their successors have been duly

3

elected and qualified or until their deaths or until they shall resign or shall have been removed from office in the manner provided in these Bylaws. Directors need not be residents of the State of Alabama.

Section 3.3 Resignation. Any director may resign at any time by giving written notice of such resignation to the Chair or Vice-Chair of the Board and to the

Chair Pro Tempore of the Board of Trustees of the University.

Section 3.4 Vacancies. In the event of a vacancy in the Board of

Directors resulting from a vacancy of any of the positions at the University described in

Section 3.2(a)(i) through (iii), the vacancy in the Board shall be filled at such time as the vacancy of such position at the University is filled; provided; however, that persons appointed as “ acting ” positions described in Section 3.2(a)(i) through (iii) shall serve on this Board consistent with said “ acting ” appointment at the University. In the event of a vacancy in the Board with respect to either of the four directors elected by the Board of

Trustees of the University in accordance with Section 3.2(b) above, such vacancy shall be filled using the procedures set forth therein with the replacing board member serving the remainder of the term associated with the vacant position.

Section 3.5 Annual and Regular Meetings. A regular meeting of the

Board, which shall be the annual meeting thereof, shall be held in June of each year, commencing in 2003, unless the Board shall determine to hold its annual meeting at some other time. At the annual meeting, the Board shall appoint the officers of the

Corporation for the coming year and shall transact such other business as shall come before the directors at such meeting. Additional regular meetings of the Board shall be held at such times and places as may be determined by the Chair or Vice-Chair of the

Board. There shall be at least two (2) regular meetings of the Board, including the annual meeting thereof, during each calendar year.

Section 3.6 Special Meetings. A special meeting of the Board may be called by the Chair or Vice-Chair of the Board or the President, or upon written request of two directors.

Section 3.7 Notice of Meetings. Written notice stating the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and the name or names of the person or persons by whom or at whose direction the special meeting is called shall, except in extraordinary situations, be given each director not less than five (5) days before the date of any annual or regular meeting and not less than two (2) business days before the date of any special meeting, either personally, by mail, by facsimile or by electronic mail, by or at the direction of the Chair or the Vice-Chair of the Board, the President, or the

Secretary. If mailed, such notice shall be deemed to be delivered when deposited in the

United States mail, addressed to the member at such member's address as it appears in the records of the Corporation, with postage thereon prepaid. If by facsimile or electronic mail, such notice shall be deemed to be delivered upon confirmation to the sender that such facsimile transmission or electronic mailing is complete. Each director shall be responsible for keeping the Secretary informed as to such director's proper

4

2152

2153 mailing address and facsimile number. A director may waive his or her right to notice of the annual or a special meeting.

Section 3.8 Meeting by Telephone. Members of the Board or any committee designated thereby may participate in a meeting of the Board or a committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Section 3.9 Quorum. The presence of a majority of the directors then serving on the Board at the annual or any regular or special meeting thereof shall constitute a quorum for the conduct of business. If less than a majority of the directors is present at a meeting of the Board, a majority of the directors present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed. Directors present at a duly organized meeting thereof may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

Section 3.10 Chair and Vice-Chair. At all meetings of the Board, the

Chair, or in the absence of the Chair, the Vice-Chair, or in the absence of both the Chair and the Vice-Chair, an acting chair chosen by the directors, shall preside over the meeting.

Section 3.11 Acts of the Board. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

Section 3.12 Action Without a Meeting. Any action required or permitted to be taken by the Board or a committee thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote of the directors or the members of such committee.

Section 3.13 Conflicts of Interest. Each director shall notify and disclose to the Board any real, potential or perceived conflict of interest of such director with respect to any matter coming before the Board for a vote or action thereon. No director having a conflict of interest shall vote on such matter and no such director shall be counted for purposes of determining whether a quorum exists at a meeting when such matter is considered and acted upon by the Board.

Section 3.14 Removal. A director may be removed or suspended at anytime with or without cause by a majority vote of the Board of Trustees of the

University, acting in its sole and absolute discretion.

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ARTICLE IV

Officers

Section 4.1 Positions and Terms of Office. The officers of the

Corporation shall consist of Chair and Vice-Chair of the Board, President, one or more

Vice-Presidents, Secretary, Treasurer, and such other officers with such powers not inconsistent with these Bylaws as may be appointed by the Board. The Chair of the

Board shall be the Chair Pro Tempore of the Board of Trustees of the University. The

President of the Corporation shall be the President of the University. Any two or more offices of the Corporation, except those of the Chair and Vice-Chair and the President and Secretary, may be held by the same person.

Section 4.2 Election and Term of Office. The Vice-Chair shall be appointed by the Board from among its number. The officers of the Corporation authorized herein shall be elected by the Board, except the Chair of the Board and the

President of the Corporation, and need not be members thereof at the time of their appointment. Unless otherwise determined by the Board, each officer, except the Chair of the Board and the President of the Corporation, shall hold office for a three year term commencing with the date of such officer's appointment by the Board unless such officer is earlier removed from office by the Board in the manner hereinafter provided or until the death, retirement, resignation, or other event resulting in such officer ceasing to hold office. The Chair of the Board and President of the Corporation shall remain as

Chair of the Board and President of the Corporation so long as each remains Chair Pro

Tempore of the Board of Trustees of the University and President of the University respectively.

Section 4.3 Vacancies. In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, such vacancy shall be filled by the Board, and the officer so elected shall hold office and serve until the appointment and qualification of his or her successor, except that the

Chair of the Board must be the person acting as Chair Pro-Tempore of the Board of

Trustees of the University and the President of the Corporation must be the person acting as President of the University.

Section 4.4 Removal. Any officer, except the Chair of the Board and the

President of the Corporation, may be removed from office by the Board at any regular or special meeting called for that purpose.

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Section 4.5 Duties of Officers. The officers of the Corporation, if and when elected by the Board, shall have the following duties:

(a) Chair of the Board. The Chair of the Board, subject to the direction of the Board, shall supervise and control the business and affairs of the

Corporation. The Chair shall preside at all meetings of the Board and may call special meetings as provided herein. He/she shall serve as Chair of the Executive Committee, and shall appoint such committees as may be authorized by these Bylaws, or as he/she may deem desirable, fill vacancies which will occur on such committees, and give final approval to the agenda for the Board meeting. In general, the Chair shall perform all duties incident to the office of Chair of the Board and such other duties as may be prescribed by the Board.

(b) Vice-Chair of the Board. At the request of the Chair, or in the absence of the Chair, the Vice-Chair shall perform the duties and possess and exercise the powers of the Chair and, to the extent authorized by applicable law and these Bylaws, the Vice-Chair shall have such other powers as the Board may determine, and shall perform such other duties as may by assigned to the Vice-Chair by the Board.

(c) President. The President shall be the chief executive officer of the Corporation and he/she shall serve as a member of the Executive Committee.

He/she shall have in his or her charge the general and active management of its affairs and of such areas and divisions of the business of the Corporation as may be designated by the Board. In the absence of the Chair and the Vice-Chair or in the event of each their deaths or inability to act, the President shall perform the duties of the Chair and the Vice-Chair, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair and the Vice-Chair. With appropriate authorization by the Board, the President may sign deeds, mortgages, bonds, contracts or other instruments on behalf of the Corporation except where required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board to some other officer or agent of the Corporation. In general, the President shall perform all duties incident to the offices of President and Chief

Executive Officer and such other duties as may be prescribed by the Board.

(d) Vice-Presidents. In the absence of the President or in the event of the President's death or inability to act, the Vice-President (or in the event there be more than one vice-president, the Vice-Presidents in the order determined by the

Board) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President shall perform such duties as from time to time may be assigned to him/her by the Chair, the President or the Board.

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(e) Secretary. The Secretary shall keep the minutes of the proceedings of the Board and any committees appointed by the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation; see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the Office of Secretary and such other duties as from time to time may be assigned to the Secretary by the Chair, the President or the Board. If there is no

Treasurer of the Corporation, the Secretary shall assume the authority and duties of

Treasurer.

(f) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as may be designated by the Board, and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chair or Vice-Chair, the President, or the Board. With the approval of the Board, the Treasurer shall have the authority to cause all stocks, bonds, securities, and other financial instruments not constituting readily available funds that are received by the Corporation to be sold in such a manner as to not result in any diminution in the value thereof and the proceeds therefrom to be deposited to one or more accounts of the Corporation. If required by the Board, the

Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.

Assistant Secretary, or if there shall be more than one, the Assistant Secretaries in the order determined by the Board, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. The Board may require any Assistant Treasurer to give a bond for the faithful discharge of his or her duties in such sums and with such surety or sureties as the Board shall determine. The Assistant Secretaries and

Assistant Treasurers shall all perform such other duties as shall be assigned to them by the Secretary and Treasurer, respectively, or by the Chair or Vice-Chair, the President, or the Board.

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ARTICLE V

Committees

Section 5.1 Committees of Directors. The Board, by resolution adopted by a majority of the directors at a duly called meeting thereof, may designate one or more committees, which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board in the management of the Corporation, except that no such committee shall have the authority of the Board in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation of the Corporation, restating the Articles of Incorporation of the Corporation, adopting a plan of merger or adopting a plan of consolidation with another organization; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any action or resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. Each committee so designated by the Board shall be comprised of two or more directors and such other persons as are appointed to the committee by the Board. The Board may at any time, in its sole and absolute discretion, terminate the existence of any committee designated pursuant to this Section 5.1.

Section 5.2 Executive Committee. The Corporation shall have an

Executive Committee which shall be comprised of the Chair of the Board, the President of the Corporation, and any other directors appointed by the Board from time to time to serve on the Executive Committee. Except as provided in Section 5.1 above, the

Executive Committee shall possess and may exercise all the powers and functions of the Board in the management and direction of the affairs of the Corporation in all cases in which specific directions shall not have been given by the Board.

Section 5.3 Standing Committees. The Chair shall have authority to appoint standing committees and to designate the chairperson of each such committee.

Each standing committee of the Corporation shall be chaired by a member of the

Board, but may have as part of its membership persons not presently serving as a director of the Corporation. A written statement of the purposes and responsibilities of each standing committee shall be prepared by the Chair thereof and submitted to the

Executive Committee for its approval. Each standing committee shall keep records of its activities and shall, at such time as requested by the Executive Committee or Board of the Corporation, submit a report on work done by the said committee. No standing committee shall enter into any contract or incur any indebtedness or financial obligation of any kind for or on behalf or in the name of the Corporation except as expressly authorized by the Executive Committee or the Board.

Section 5.4 Other Committees. It is anticipated that from time to time ad hoc committees will be appointed and approved by the Board.

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Section 5.5 Committee Governance. Subject to approval by the Board or the Executive Committee, each committee of the Corporation shall have the power to adopt such rules and procedures as may be necessary for the effective conduct of the work entrusted to it.

ARTICLE VI

Financial Reporting and Compensation

Section 6.1 Financial Reports and Audits. The Corporation shall cause to be prepared and delivered to the Board of Trustees of the University an annual report containing a summary of operations of the Corporation for the immediately preceding year and financial and other information for such year similar to that which is required to be reported on an IRS Form 990 filed by tax-exempt organizations with the Internal

Revenue Service. The Board of Trustees shall have the right at any time, and from time to time, to cause an audit of the Corporation ’ s financial records to be performed at the expense of the Corporation.

Section 6.2 Compensation. Directors, officers and committee members are expected to serve without compensation. A director, officer or committee member shall be reimbursed for properly substantiated expenses incurred in connection with the fulfillment of that director's, officer's or committee member's authorized duties or responsibilities or which are otherwise directly related to the business or affairs of the

Corporation and which are deemed to be reasonable in amount by an officer of the

Corporation.

ARTICLE VII

Unless expressly authorized by the Board or Executive Committee of the

Corporation, and except as provided in these Bylaws, no officer, agent, employee or other person or persons having any relationship or affiliation with the Corporation shall have any power or authority to cause the Corporation to enter into any contract or commitment or to undertake any obligation or incur any liability for any purpose whatsoever.

ARTICLE VIII

Exculpation of Directors

Section 8.1 Acts of Director. No director shall be liable to anyone for any acts on behalf of the Corporation or any omissions with respect to the Corporation committed by such director, except for his or her own willful neglect or default.

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Section 8.2 Acts of Other Directors. No director shall be liable to anyone for any act of neglect or default on the part of any one or more of the other directors in the absence of specific knowledge on the part of such director of such neglect or default.

Section 8.3 Indemnification of Directors, Officers and Others. The

Corporation shall indemnify any member of the Board or officer or former member of the

Board or former officer, or any person who is serving or who has served at the request of the Corporation as a director or officer of another Corporation, whether such other

Corporation be for profit or not for profit, in which the Corporation owns shares of capital stock or of which it is a creditor, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense of any action, suit or proceeding, civil or criminal, in which he is made a party by reason of his being or having been such director or officer, except in relation to matters as to which he shall have been adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his duty with respect to the matter in which indemnity is sought. By order of the Board, the Corporation may, under comparable terms and limitations, indemnify employees and agents of the Corporation with respect to activities within the scope of their services.

Section 8.4 Insurance. Nothing herein provided shall limit or otherwise affect the power of the Corporation to purchase and maintain insurance on behalf of any person who is or was a director, trustee, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation in any of such capacities with respect to another Corporation, against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his status as such, whether or not the Corporation would have the power or would be required to indemnify him/her against such liability under the provisions of these Bylaws or any applicable law.

ARTICLE IX

General

Section 9.1 Fiscal Year. The Corporation shall operate on the basis of a fiscal year ending on September 30 of each year.

Section 9.2 Checks. All checks or demands for money and notes of the

Corporation shall be signed by any two of the following officers: Chair of the Board,

President of the Corporation, or Treasurer of the Corporation.

Section 9.3 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in one or more banks, trust companies or other depositories as the Board or the Executive Committee may from time to time designate, upon such terms and conditions as shall be fixed by the Board or the

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Executive Committee. The Board or the Executive Committee may from time to time authorize the opening and keeping, with any such depository as it may designate, of general and special bank accounts and may make such special rules and regulations with respect thereto, not inconsistent with the provisions of these Bylaws, as it may deem necessary.

Section 9.4 Corporate Seal. The Board shall select a corporate seal which shall have inscribed thereon the name of the Corporation, the words "Alabama" and "Corporate Seal," and such seal may include the date of incorporation of the

Corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

Section 9.5 Voting of Corporation's Securities. Unless otherwise ordered by the Board, the Chair or Vice-Chair of the Board, the President or any Vice-President, or such other officer as may be designated by the Board to act in the absence of the

Chair or Vice-Chair of the Board, the President or any Vice-President, shall have full power and authority on behalf of the Corporation to attend and to act and to vote, and to execute a proxy or proxies empowering others to attend and to act and to vote, at any meetings of security holders of any Corporation in which the Corporation may hold securities, and at such meetings the Chair of the board, or such other officer of the

Corporation, or such proxy, shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof the

Corporation might have possessed and exercised, if present. The Secretary or any

Assistant Secretary may affix the corporate seal to any such proxy or proxies so executed by the Chair of the Board, or such other officer, and attest the same. The

Board by resolution from time to time may confer like powers upon any other person or persons.

Section 9.6 Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for and consistent with the general purposes, or for and consistent with any specific purpose, of the Corporation.

Section 9.7 Limitation on Pecuniary Obligations. No pecuniary obligation of more than Twenty-Five Thousand Dollars ($25,000.00) shall be undertaken by the

Corporation or any director, officer or employee thereof, without sanction by resolution of the Board or the Executive Committee adopted at a duly called meeting thereof or by an action by written consent signed by all the members thereof.

Section 9.8 Additional Organizations. The Board may authorize the formation of such subsidiary, auxiliary, associated and affiliated organizations as will in the opinion of the Board assist in effecting the purposes of the Corporation. The organizational and governing documents and instruments of any subsidiary, auxiliary, associated or affiliated organization so authorized shall be subject to the approval of the

Board or the Executive Committee. Each such authorization shall, regardless of its terms, be revocable at any time in the sole discretion of the Board.

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CHARITABLE GIFT

AND

NAMING AGREEMENT

NAMING AGREEMENT made this 8 th

day of June 2006 by and between the UNIVERSITY

OF SOUTH ALABAMA, a public body, ( A USA @ ), and Herbert A. Meisler, resident of Mobile

County, Alabama ( A Mr. Meisler @ ).

WHEREAS, Mr. Meisler is desirous of providing funding to assist in the enhancement, development, and support of all USA students served by the USA Student Services Building; and,

WHEREAS, in recognition of this generosity, USA desires to identify its Student Services

Building with Mr. Meisler = s charitable gift;

NOW, THEREFORE, in consideration of the premises, the benefits to be derived by the parties, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

1. Mr. Meisler hereby expresses his current gift intent to fund and pay to USA, in cash, or marketable securities, the sum of Two Million and No/100 Dollars, to create an unrestricted endowment for the exclusive benefit and support of the new USA Student

Services Building.

a. This donation shall be transferred by Mr. Meisler to USA over the course of five years, through installment gifts of $400,000 per year beginning May 1, 2006.

b. It is Mr. Meisler = s present intent that these donations will be funded inter vivos in the amount of Four Hundred Thousand and No/100 Dollars ($400,000.00) per annum over a five-year period for the sum of Two Million and No/100 Dollars ($2,000,000.00) to complete the totality of this gift. Should Mr. Meisler predecease the completion of his inter vivos gift intentions, any remaining balance will be funded through Mr. Meisler = s estate, and he shall cause the appropriate documents to be drawn to cause this action to occur and provide such documentation, or appropriate portion thereof, to the University.

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UNIVERSITY OF SOUTH ALABAMA

PROPOSED BUDGET

2006-2007

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2122

UNIVERSITY OF SOUTH ALABAMA

PROPOSED BUDGET

2006-2007

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