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Chapter 20: Organization

20.120 Establishing the University of Missouri-Kansas City

Bd. Min. 3-9-63; 6-5-63, p. 22,839 & 22,841.

  1. Agreement Between the University of Missouri and the University of Kansas City
     
    THIS AGREEMENT, made and entered into this 9th day of March, 1963, by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation, hereinafter called "CURATORS", and THE UNIVERSITY OF KANSAS CITY, a not-for-profit corporation, organized and existing under the laws of the State of Missouri, hereinafter called "University",
     
    WITNESSETH:
    WHEREAS, it has been determined that it is to the best interest of the parties and of the State of Missouri in order to meet the growing educational needs of the state that University transfer to Curators those of its assets hereinafter described so that the university now known as The University of Kansas City will become a part of the University of Missouri, to be administered by the Board of Curators of the University of Missouri and financial support provided by the state of Missouri; and
     
    WHEREAS, Curators is willing to accept transfer of said assets and University is willing to transfer them upon the conditions hereinafter set forth,
     
    NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties, herein set forth, Curators and University hereby agree as follows:
    1. Subject to the conditions herein stated, University, by deed of gift, shall transfer and convey to Curators, as of the closing date, all of the following assets:
      1. All land, buildings, structures, improvements and real estate, descriptions of which are set forth in deeds marked Deed A, Deed B, Deed C and Deed D, attached hereto and made a part hereof, subject to all limitations and reverters contained in said deeds; provided, however, the real estate described in Deed C and Deed D, attached hereto, and which real estate is subject to liens of the Housing and Home Finance Agency of the United States, shall not be conveyed or transferred to Curators until permission to make such transfer or conveyance has been obtained in writing from the Housing and Home Finance Agency of the United States and until Curators has complied with all of the terms and conditions of the granting of said permission, after which the conveyance and transfer of such real estate will be made.
      2. All furniture, furnishings, fixtures, machinery, appliances and equipment of every kind, class and description, all books, materials, inventories, supplies, automobiles, trucks and vehicles and all other tangible personal properties owned by University on the closing date; provided, however, none of the personal property situated in and used as a part of the operations of University's dormitory and University Center buildings, and which such personal property is subject to liens of the Housing and Home Finance Agency of the United States, shall be conveyed or transferred to Curators until permission to make such transfer or conveyance has been obtained in writing from the Housing and Home Finance Agency of the United States and until Curators has complied with all of the terms and conditions of the granting of said permission, after which the conveyance and transfer of such personal property will be made.
      3. All expendable general funds, expendable special funds, scholarship funds, student loan funds, endowment funds, pledges receivable and accounts receivable owned by University on the closing date which University, without incurring liability, may transfer to Curators under applicable law and under the terms and conditions by which said funds, pledges and accounts were received by University, it being understood, however, that expendable special funds, scholarship funds, student loan funds and endowment funds which legally may be transferred by University to Curators will not be transferred to Curators until Curators has made an examination into the content of said funds, the conditions under which they were received and the conditions under which they may be used, and following such inquiry and examination University will transfer to Curators, upon Curators' written request, all or any part of said funds which legally may be transferred by University without incurring any liability as a result thereof and which Curators elects to receive.
    2. All bills of sale and other instruments of conveyance transferring the tangible personal property assets described in subparagraph (b) of Section 1 of this agreement shall contain the following provision with respect to reversion:
       
      If Curators shall fail or refuse to operate continuously a university on a substantial part of the real estate described in the four deeds attached hereto, then and in such event all right, title and interest in and to the said tangible personal property assets shall forthwith revert to and become the property of University or its successors, who shall have the immediate right of possession of said tangible personal property assets, and all right, title and interest of Curators and its successors and assigns in and to the said tangible personal property assets shall forthwith cease and determine; provided, however, no reversion of the said tangible personal property assets shall occur or be declared if Curators fails to continuously operate a university at Kansas City during such periods of time as it is unable to do so by reason of acts of God, the elements, strikes, war or violence or other such causes beyond its control; and provided further, nothing contained in this paragraph shall prevent Curators from selling or otherwise disposing of, in the ordinary course of operating a university, any of said tangible personal property assets and conveying absolute title thereto, and the reverter shall not apply to those items of said tangible personal property assets which, at the time the reverter becomes effective, (a) have been discarded by Curators by reason of destruction, damage or wear and tear thereto or obsolescence thereof of (b) have been sold or in any other manner disposed of by Curators in the ordinary course of operating a university or (c) any substitution, replacements or additions to any of the personal property hereby conveyed.
    3. All instruments of assignment transferring the intangible personal property assets described in subparagraph (c) of Section 1 of this agreement shall contain the following provision with respect to reversion:
       
      If Curators shall fail or refuse to operate continuously a university on a substantial part of the real estate described in the four deeds attached hereto, then and in such event all right, title and interest in and to the unexpended portion of said intangible personal property assets shall forthwith revert to and become the property of University or its successors, who shall have the immediate right of possession of said remaining intangible personal property assets, and all right, title and interest of Curators or its successors and assigns in and to said remaining intangible personal property assets shall forthwith cease and determine; provided, however, no reversion of the said intangible personal property assets shall occur or be declared if Curators fails to continuously operate a university at Kansas City during such periods of time as it is unable to do so by reason of acts of God, the elements, strikes, war or violence or other such causes beyond its control.
    4. Curators recognizes that much of the real estate being conveyed to it under this agreement would not now be available for providing higher educational opportunities were it not for the many generosities of Mr. William Volker, and Curators agrees that so long as university is operated on any of the real estate described in the four deeds attached hereto said real estate will be referred to and will be appropriately designated as the "William Volker Campus."
    5. Curators recognizes that University feels deeply its debt of gratitude to its manyfriends and supporters, including among others, E. F. Swinney, Lena Haag, J. J. Lynn, Thomas L. Luzier, W. T. Grant, Henry Haskell, Siegmund Harzfeld, Elmer Pierson, Justice Charles E. Whittaker, Victor Wilson, Isaac Katz and Michael Katz, whose names or those designated by them have been assigned to buildings and rooms therein now located on or now being constructed on the present campus of University or for whom scholarships, chairs and other such valuable grants in support of higher education have been named, and Curators agrees to retain and continue to make use of all names now assigned to buildings and rooms there in located on or now being constructed on the William Volker Campus, all scholarships or chairs and all other grants so long as said buildings, scholarships, chairs and grants remain in existence.
    6. The university to be established and maintained at Kansas City on the real property referred to in this agreement shall be named the "University of Missouri at Kansas City."
    7. The Curators shall appoint a chief administrative officer to be known as Chancellor, who will have charge of the University of Missouri at Kansas City under the direction of the President of the University of Missouri. The Chancellor of the University of Missouri at Kansas City shall have the privilege of presenting any matters to the Board of Curators of the University of Missouri which he may desire with respect to the operations of the University of Missouri at Kansas City; provided, however, he shall first consult with the President of the University of Missouri on such matters.
    8. It is the present intention of Curators to comply fully with the covenants and agreements set forth in paragraphs 6 and 7 of this agreement; however, it is mutually recognized that a change in circumstances may indicate to Curators the desirability of being relieved of said obligations and covenants and, with a view toward maintaining a desirable degree of flexibility in the premises, it is agreed that Curators will be relieved of its obligations under the covenants and agreements set forth in paragraphs 6 and 7 of this agreement, provided it first notifies University in writing of its desire to be so relieved after prior consultation for a reasonable period with University.
    9. University agrees that the net income from any funds or properties which it may possess or acquire after the closing date will, to the extent permitted by any grant under which said funds or properties are received, be used, from time to time, solely and exclusively for adding to and promoting excellence in the quality of the higher educational programs maintained at the University of Missouri at Kansas City, over and above those standards which Curators is able to maintain out of funds appropriated by the General Assembly and any other funds available to it, it being further agreed that University shall from time to time have the right to determine the purpose for which said monies are to be used, provided the use thereof shall first be recommended or approved by the Chancellor of the University of Missouri at Kansas City or a committee appointed by him to pass upon such matters and shall be finally approved by Curators. Any such funds given to and received by Curators shall be used by it solely for the purpose or purposes for which the funds are given. University will continue to exert its best efforts to acquire funds to be used by University for the purposes set forth above; provided, however, from July 1, 1963, through June 30, 1965, the funds raised by University from its fund raising activities will be turned over to Curators to be used for the erection of a science building or some other project which, in the opinion of Curators, meets the needs of the University of Missouri at Kansas City.
    10. Curators agrees that all property conveyed or transferred to it by University under the terms of this agreement, or the proceeds therefrom, will be used by it in the operation of the University of Missouri at Kansas City.
    11. University shall obtain written consent of the University Trustees under the will of William Rockhill Nelson consenting to the conveyance by University to Curators of that real estate described in Deed A attached hereto, and Curators and University will cooperate in obtaining the written consent of the Housing and Home Finance Agency of the United States consenting to the conveyance by University to Curators of that real estate described in Deed C and Deed D attached hereto.
    12. As of the closing date, University will certify to Curators that all expendable special funds, scholarship funds, student loan funds and endowment funds retained by University are intact.
    13. University shall, prior to the closing date, pay all existing indebtedness to banks or other lending agencies (except the loan agreements and mortgage indebtedness to the U.S. Housing and Home Finance Agency, hereinafter called "Federal debt"). University also shall either pay or make provision for payment of all other existing indebtedness through the liquidating loan referred to hereinafter. It will borrow upon terms acceptable to Curators, that sum, not to exceed $1,400,000, needed to liquidate all of its existing indebtedness, except the Federal debt and the aforesaid liquidating loan. The University reserves the right and privilege to secure said liquidating loan by its first mortgage deed of trust on the real estate described in Deed A and Deed B attached hereto. If the amount of the liquidating loan is greater than the amount required to pay the outstanding indebtedness of University other than the Federal debt the excess amount shall be applied as payment on said liquidating loan.
    14. From and after the closing date, the University of Missouri at Kansas City shall be operated, managed and controlled by Curators and the University shall assign to Curators all privileges, leases and contracts which it has and which it legally may assign, to be held and enjoyed by Curators as fully and as entirely and without change or diminution as the same were held and enjoyed by University, subject to all liabilities and obligations of University thereunder.
    15. University agrees to remain in existence and to continue its corporate purposes.
    16. Curators will respect all tenure rights of faculty members of University and assume all faculty employment contracts to which University is a party thereto through the 1963-64 academic year.
    17. University shall, as of a date to be selected by Curators, furnish to Curators as soon as practicable thereafter, a certified statement prepared by Peat, Marwick, Mitchell & Co., Auditors, Kansas City, Missouri, reflecting the financial condition of the University which, among other things, shall show that all of its endowment and trust funds, whether transferred to Curators hereunder or retained by University, are intact at the date of closing. Such statement shall include a certification that Auditors have examined all securities belonging to such funds.
    18. University shall at any time upon request of Curators execute all such papers as may be necessary to convey legal title properly and effectually to all of the property passing under this agreement and to carry out the purposes and intents of this agreement.
    19. Prior to closing date, University shall furnish to Curators acceptable evidence of title to all of said real estate described in Deed A, Deed B, Deed C and Deed D attached hereto and as to the liens, encumbrances and restrictions thereon and shall furnish to Curators the originals or true copies of all instruments under which it holds endowments, trust, pledge or other funds, in so far as it is able to do so.
    20. University shall furnish to Curators satisfactory evidence showing unpaid accounts to contractors and materialmen for which mechanic's liens may be established againstthe building under construction on the campus of University and a statement of any other accounts upon which mechanic's liens may be filed against University property.
    21. All endowment funds, trust funds, pledges and funds or property of every kind and description now held by University for special purposes or uses and which are transferred to Curators shall be held and used by Curators in strict accordance with the terms under which they are held by University.
    22. The transactions referred to herein cannot be completed unless (a) the General Assembly of the State of Missouri has enacted and the Governor of the State of Missouri has, prior to September 1, 1963, signed a law appropriating to the use of the Curators for the operation of a university in Kansas City, Missouri, during the 1963-65 biennium a sum of not less than $7,100,000 and (b) unless the Housing and Home Finance Agency of the United States has consented in writing to the conveyance and transfer of that real estate described in Deed C and Deed D attached hereto and the Curators has furnished written certification that it has complied with all of the terms and conditions of the granting of such permission. If either of the foregoing conditions have not been met prior to September 1, 1963, this agreement shall then become null and void. If both of the two preceding conditions have been complied with prior to September 1, 1963, then the date on which the transactions, herein referred to, shall be completed (herein called the "closing date") shall be such date between July 1, 1963 and September 10, 1963, as the Curators shall designate by at least ten (10) days advance written notice to University.

    IN WRITTEN WHEREOF, the parties hereto have caused this instrument to be duly executed on the date and year first above written.

    THE CURATORS OF THE UNIVERSITY OF MISSOURI

    ATTEST:

    /s/ Mary Robnett By /s/ James A. Finch, Jr.

    Mary Robnett, Secretary James A. Finch, Jr., President

    SEAL

    THE UNIVERSITY OF KANSAS CITY

    ATTEST:

    By /s/ John A. Morgan

    John A. Morgan, Chairman

    /s/ Horace Warren Kimbrell

    Horace Warren Kimbrell,

    Secretary

    SEAL

    I, Mary Robnett, Secretary of the Board of Curators of the University of Missouri, hereby certify that the foregoing is the instrument, execution of which was authorized by the Board of Curators at its meeting held in Columbia, Missouri, on the 9th day of March, 1963.

    /s/ Mary Robnett

    Mary Robnett, Secretary of

    The Board of Curators

    SEAL

    I, Horace Warren Kimbrell, Secretary of the University of Kansas City, hereby certify that the foregoing is the instrument, execution of which was authorized by the Board of Trustees of said corporation at its meeting held in Kansas City, Missouri, on the 14th day of March, 1963.

    /s/ Horace Warren Kimbrell

    Secretary of the University of

    Kansas City

    SEAL

    STATE OF MISSOURI )

    ) SS.

    COUNTY OF BOONE )

    On this 9 day of March, 1963, before me appeared JAMES A. FINCH, JR., to me personally known, who, being by me duly sworn, did say that he is the President of The Curators of the University of Missouri, a public corporation of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Curators; and said JAMES A. FINCH, JR., acknowledged said instrument to be the free act and deed of said corporation.

    In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the county and state aforesaid this 9 day of March, 1963.

    My commission expires 9/16/63.

    /s/ Mary Helen Jones

    Notary Public

    SEAL

    STATE OF MISSOURI )

    ) ss.

    COUNTY OF BOONE )

    On this 14 day of March, 1963, before me appeared JOHN A. MORGAN, to me personally known, who, being by me duly sworn, did say that he is the Chairman of the Board of Trustees of The University of Kansas City and principal officer of the corporation,and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Trustees; and said JOHN A. MORGAN acknowledged said instrument to be the free act and deed of said corporation.

    In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the county and state aforesaid this 14 day of March, 1963.

    My commission expires July 18, 1963.

    SEAL /s/ Sarah D. Levin

    Notary Public

    SUPPLEMENTAL CONTRACT

    THIS AGREEMENT, entered into this 23rd day of July, 1963, by and between THE CURATORS OF THE UNIVERSITY OF MISSOURI, a public corporation, hereinafter called Curators, and THE UNIVERSITY OF KANSAS CITY, a not-for-profit corporation, organized and existing under the laws of the State of Missouri, hereinafter called University,

    WITNESSETH:

    It is mutually agreed that the agreement entered into between the parties hereto under date of the ninth day of March, 1963, be and is amended in the following respects:

    1. The limitation and possibility of reverter of title to the property, real and personal, set forth in said agreement, shall be limited to a period of twenty (20) years from the date of the instrument of conveyance, at which time all right of reverter and right to re-enter shall terminate, and the Curators shall hold the property free from the condition.
    2. The form of the deed and the bill of sale hereto attached, marked Exhibits A and B, respectively, are approved and shall be used in the transfer of said property in lieu of the instruments provided for and described in the original contract.
    3. Paragraph 9 thereof is amended by adding the words "unless otherwise designated by any donor," following the comma after the figures "1965" and before the words "the funds" as they appear in the last line on page 4 of said contract.
    4. Fulfillment of conditions (a) and (b) set forth in Paragraph 22 is recognized by each of the parties, and it is agreed that said contract is now binding upon the parties.

    Said contract shall in all other respects remain in full force and effect and be binding upon the parties.

    IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed on the day and year first above written.

    THE CURATORS OF THE UNIVERSITY OF MISSOURI

    ATTEST:

    By /s/ James A. Finch, Jr.

    James A. Finch, Jr., President

    /s/ Mary Robnett

    Mary Robnett, Secretary THE UNIVERSITY OF KANSAS CITY

    ATTEST: By /s/ Arthur Mag

    Arthur Mag, Chairman

    /s/ Horace Warren Kimbrell

    Secretary

    STATE OF MISSOURI )

    CAPE ) ss.

    COUNTY OF GIRARDEAU )

    On this 23rd day of July, 1963, before me appeared JAMES A. FINCH, JR., to me personally known, who, being by me duly sworn, did say that he is the President of The Curators of the University of Missouri, a public corporation of the State of Missouri, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, by authority of its Board of Curators; and said JAMES A. FINCH, JR., acknowledged said instrument to be the free act and deed of said corporation.

    In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the county and state aforesaid this 23rd day of July, 1963.

    My commission expires December 27, 1966.

    /s/ Viola Dohogne

    Notary Public

    STATE OF MISSOURI )

    ) ss.

    COUNTY OF JACKSON )

    On this 24th day of July, 1963, before me appeared ARTHUR MAG, to me personally known, who, being by me duly sworn, did say that he is the Chairman of the Board of Trustees of The University of Kansas City and principal officer of the corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Trustees; and said ARTHUR MAG acknowledged said instrument to be the free act and deed of said corporation.

    In Testimony Whereof, I have hereunto set my hand and affixed my official seal in the county and state aforesaid this 24th day of July, 1963.

    My commission expires February 10, 1967.

    /s/ Mary J. Shepherd

    Notary Public

  2. Merger Procedure
    1. Inasmuch as House Bill 7, which now includes the item for the University of Missouri at Kansas City, will be sent to the Governor no later than at the close of this legislature session, June 30, 1963, and the Governor may sign such bill prior to the next Board meeting and since it is important that the merger with the University of Kansas City may move promptly in order to keep the total outstanding debt to a minimum, it will be necessary for the University of Missouri administration to take a number of steps between the June 5 meeting and the July meeting of the Board.
    2. Accordingly, it is recommended that the President of the University be authorized to take whatever steps are necessary to effect an orderly and business-like merger with a full report being made thereof at subsequent meetings of this Board. It is understood that all rules, regulations and procedures now being followed for the divisions of the University of Missouri at Columbia and Rolla will be made applicable to the University of Missouri at Kansas City where it is feasible and practical for such rules, regulations and procedures to apply. Some of the areas and items in which immediate action will be necessary are as follows but this listing should not be considered as all inclusive:

    Determination of effective date of merger.

    Arrangements with Federal Housing and Home Finance Agency re. existing dormitory and student center loans.

    Arrangements for depositories in Kansas City.

    Establish purchasing practices and procedures.

    Procedures for receipt and disbursement of funds to be in accordance with existing procedures now followed for the divisions of the University at Columbia through University Treasurer at Columbia.

    Fringe benefits program to be brought under existing University plans wherever possible.

    Procedures for the appointment of staff members.

    Tentative approval of 1963-64 internal operating budget.

    Arrange for surety bonds on University of Missouri at Kansas City employees either through existing surety bond of University or through other policies.

    Review insurance coverage on properties and rearrangement where necessary.

    Arrange for administration of investment program under existing agreement with The Boatmen's National Bank of St. Louis for the divisions of the University at Columbia and Rolla.

    Review and adjustment, where necessary, of student fees, room and board charges, scholarships, student loans, etc.

    Review and establishment of necessary academic standards, provisions for student transfers, etc.

    Review of all existing contracts including research grants and miscellaneous gifts and grants with procedures for the handling thereof to follow the pattern presently being followed by the divisions of the University at Columbia and Rolla.

    Travel regulations to follow these presently governing the staff members at Columbia and Rolla.

    As soon as practical after the effective date of merger obtain services of Price Waterhouse and Co. for business procedures and management survey.

    Arrange for an orderly program of reporting by Dr. Scofield and his staff in all areas including financial, admissions, academic and other related areas in order that reports and recommendations may be made to The Board of Curators from time to time in these areas.

    1. Administration
  3. WHEREAS, in the interim between The Board meetings during the remainder of the year 1963 it will necessary for the University to get up certain regulations and make commitments with references to accepting the conveyance from The University of Kansas City and to place in operation the University of Missouri at Kansas City; and

    WHEREAS, in order to accomplish the taking over of said University it is necessary for this Board to delegate certain authority to its officers;

    NOW THEREFORE, BE IT RESOLVED:

    The President of the University be and he is hereby authorized and empowered to take whatever steps may be necessary to effect the taking over of The University of Kansas City, and in setting up of rules and regulations and procedures with reference thereto; and he, the President of the Board of Curators and other officers of the University are authorized to execute any and all necessary instruments required to be executed on behalf of The Board of Curators in relation thereto, and all such actions taken hereunder shall be binding upon this Board.


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